Loading...
HomeMy WebLinkAboutRESOLUTIONS - 01012002 - 2002-605 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 2002/605 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED$125,000,000 COUNTY OF CONTRA COSTA,CALIFORNIA,2002- 2003 TAX AND REVENUE ANTICIPATION NOTES;APPROVING THE FORMS OF AND DIRECTING THE DISTRIBUTION OF A NOTICE OF INTENTION TO SELL,AN OFFICIAL NOTICE OF SALE AND AN OFFICIAL STATEMENT; DELEGATING TO COUNTY ADMINISTRATOR OR HIS DESIGNEE AUTHORIZATION TO AWARD BIDS FOR SAID NOTES;AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS WHEREAS,pursuant to Sections 53850 et seq. of the Government Code of the State of California(the"Government Code"),this Board of Supervisors (the"Board")has found and determined that the sum of not to exceed One Hundred Twenty-Five Million Dollars ($125,000,000)is needed for the requirements of the County of Contra Costa(the"County')to satisfy obligations payable from the general fund of the County(the"General Fund") and that it is necessary that said sum be borrowed for such purpose at this time by the issuance of temporary notes(the"Notes")therefor in anticipation of the receipt of taxes,revenue and other moneys to be received by the County for the General Fund of the County allocable to Fiscal Year 2002-2003; WHEREAS, it appears,and the Board hereby finds and determines,that said sum of One Hundred Twenty-Five Million Dollars($125,000,000),when added to the interest estimated to be payable thereon, does not exceed eighty-five percent(85%)of the estimated amount of the uncollected taxes, income,revenue, cash receipts and other moneys of the County for the General Fund of the County attributable to Fiscal Year 2002-2003 and available for the payment of the principal of and interest on the Notes; WHEREAS,no money has heretofore been borrowed by the County through the issuance of any temporary notes in anticipation of the receipt of,or payable or secured by,taxes, income,revenue,cash receipts or other moneys of the County received or accrued during or allocable to Fiscal Year 2002-2003; WHEREAS,pursuant to Section 53856 of the Government Code,certain revenues which will be received by the County for the General Fund and attributable to Fiscal Year 2002- 2003 can be pledged for the payment of the principal of and interest on the Notes; WHEREAS,the County wishes to authorize the issuance of one or more series of the Notes in an aggregate amount not to exceed $125,000,000; WHEREAS,the Notes shall be sold to the highest bidder or bidders pursuant to a competitive sale to be held on October 8,2002 or on such earlier or later date as is established by rv,%—Qcrl.111r7on Z the County Administrator of the County(the "County Administrator")in accordance with the terms of the Official Notice of Sale for the Notes; WHEREAS, an Official Statement describing the Notes and an Official Notice of Sale for the sale of the Notes will be distributed to potential purchasers of the Notes and a Notice of Intention to Sell Notes will be published in THE BOND BUYER; WHEREAS, this Board has been presented with the form of each document hereinafter referred to,relating to the Notes, and the Board has examined and approved the form of each document and desires to authorize and direct the execution of such documents and the issuance of the Notes; and WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; NOW THEREFORE,BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. Recitals. The foregoing recitals are true and correct and this Board hereby so finds and determines. Section 2. Authorization and Issuance. (A) Solely for the purpose of anticipating taxes, income,revenues, cash receipts and other moneys to be received by the County for the general Fund of the County allocable to Fiscal Year 2402-2003, and not pursuant to any common plan of financing, the County hereby determines to and shall borrow the aggregate principal sum of not to exceed One Hundred Twenty-Five Million Dollars ($125,000,400), by the issuance of temporary notes in one or more series under Sections 53850 et seq. of the government Code, designated the "County of Contra Costa, California, 2002-2003 Tax and Revenue Anticipation Notes." A first series of Notes labeled"Series A" (the "Series A Notes")shall be issued pursuant hereto in the aggregate principal amount of not to exceed$125,000,000. A second series of Notes labeled"Series B" (the "Series B Notes") may hereafter be issued prior to January 1, 2003, in an amount not to exceed the difference between $125,000,000 and the principal amount of the Series A Notes. The Notes of each series shall be payable on a parity with each other. (B) The Series A Notes shall be initially issued and registered as provided in Section 9 hereof and otherwise shall be in the denominations of$5,000 or any integral multiple thereof,and shall be dated the date of issuance thereof, shall mature (without option of prior redemption) not more than thirteen (13)months thereafter, and shall bear interest, payable at least one year from the date of issuance and at maturity and computed on the basis of a 360-day year composed of twelve 30-day months, at the rate per annum determined in accordance with this Resolution. (C) Interest due on the Notes, prior to the maturity thereof, shall be payable to the person in whose name such Note is registered on the registration books of the County, maintained by the Paying Agent (hereinafter defined), as of the close of business on the 15th day DOCSSF1:627789.3 2 of the calendar month immediately preceding the interest payment date (the "Record Date"), such interest to be paid by check mailed to such registered owner. Both the principal of the Notes and interest due on the Notes at maturity shall be payable in lawful money of the United States of America, only to the registered owners of the Notes upon surrender thereof at the office of the Treasurer-Tax Collector of the County, as initial paying agent for the Notes (the "Paying Agent") in Martinez, California upon the maturity thereof. No interest shall be payable on any Note for any period after maturity during which the registered owner thereof fails to properly present such Note for payment. (D) The Series B Notes shall be dated the date of issuance thereof, shall mature (without option of prior redemption)not more than thirteen (13)months thereafter and shall bear interest payable at least one year from the date of issuance and at maturity computed on the basis of a 360-day year composed of twelve 30-day months at the rate or rates determined in accordance with this Resolution. The issuance of the Series B Notes shall be subject to the following conditions: (1) Receipt of confirmation from Moody's Investors Service ("Moody's")and Standard&Poor's Ratings Service ("S&P")(each an "Agency") (if such respective rating agency rated the Series A Notes)that the issuance of the Series B Notes will not cause a reduction or withdrawal in such Agency's rating on the Series A Notes, and (2) Receipt of an opinion of Bond Counsel to the effect that the interest on the Series B Notes is excludable from gross income for federal income tax purposes. (E) At any time after the sale of a series of the Notes, the County shall execute the Notes of such series for issuance hereunder and shall deliver them to the Paying Agent, and thereupon such Notes shall be authenticated and delivered by the Paying Agent to the purchaser thereof upon the written request of the County and upon receipt of payment therefor from the purchaser thereof. Section 3. Sale of Notes. The proposed form of the Official Notice of Sale for the Series A Notes,in substantially the form presented to this meeting(a copy of which is on file with the Clerk of the Board), is hereby approved and adopted as the Official Notice of Sale for the Series A Notes. The County Administrator is hereby authorized and directed, for and in the name of and on behalf of the County, to execute and deliver such Official Notice of Sale, with such changes, additions,completions and corrections therein as the County Administrator shall require or approve, including specifying the term of the Series A Notes and the interest payment dates therefor, such approval to be conclusively evidenced by the execution and delivery thereof. All of the Series A Notes shall be offered for public sale in accordance with the Official Notice of Sale. Tamalpais Advisors,Inc. (the"Financial Advisor")is hereby authorized and directed to cause to be delivered to prospective bidders for the Notes copies of said Official Notice of Sale, subject to such changes, additions and completions as may be acceptable to the County Administrator. The proposed form of the Notice of Intention to Sell Notes, in substantially the form presented to this meeting (a copy of which is on file with the Clerk of the Board), is hereby approved. The County Administrator is hereby directed to cause said Notice of Intention to Sell oocssFI:627789.3 3 Notes to be published once, no later than 15 days before the date of sale of the Notes, in THE BOND BUYER, a financial publication generally circulated throughout the State of California. Electronic or faxed bids shall be received by the County Administrator of the County or his designee up to the hour of 10.00 a.m. California time on October 8, 2002 or on such earlier or later date or time as determined by the County Administrator as set forth in the Official Notice of Sale, for the purchase of the Series A Notes for cash at not less than their principal amount and accrued interest thereon to the date of their delivery, the interest rate or rates (which shall not exceed 12% per annum)to be designated in the bid or bids, the County Administrator reserving the right to reject any and all bids, in accordance with the terms and conditions of said Official Notice of Sale. The County Administrator is hereby authorized to determine whether to accept partial bids in increments of a specified denominational amount, such as $20,00,000, and to award the Series A Notes to the highest responsible bidder or bidders resulting in the lowest true interest cost to the County or to reject any or all bids. If the Series A Notes are awarded to more than one bidder and at different rates of interest, each incremental amount of Series A Notes of the same interest rate shall be given the same designation with the number of designations equal to the number of different interest rates. The County Administrator may,in his sole discretion, cancel the public sale of the Series A Notes and negotiate for the sale of the Series A Notes with an underwriter or underwriters, and enter into an agreement for the sale of the Notes, upon such terms and conditions as he shall deem appropriate. The County Administrator is hereby authorized, upon a determination it is in the best interest of the County,to sell the Series B Notes prior to January 1, 2003, by negotiated or public sale at not less than the principal amount thereof, which principal amount shall not exceed the difference between $125,000,000 and the principal amount of the Series A Notes, and at an interest rate or rates not to exceed 12% per annum. Section 4. Disposition of Proceeds of Notes. The County shall, immediately upon receiving the proceeds of the sale of the Notes, place in the County General Fund maintained in the County Treasury all amounts received from such sale. Such amounts held in the County General Fund shall be invested as permitted by Section 53601 or Section 53635 of the Government Code provided that no such investments shall consist of reverse repurchase agreements. Such amounts may be commingled with other funds of the County. Amounts in the County General Fund attributable to the sale of the Notes shall be withdrawn and expended by the County for any purpose for which the County is authorized to expend funds from the General Fund of the County,but(except for costs related to the issuance of the Notes)only after exhausting funds otherwise available for such purposes (which are not restricted funds), and only to the extent that on any given day such other funds are not then available, and for purposes of this section,otherwise available funds excludes amounts that are held or set aside in a reasonable working capital reserve (as described in the tax certificate of the County delivered upon issuance of the Notes and,in any event, not exceeding rive percent(5%) of the County's total working capital expenditures from its available funds in fiscal year 2001- 2002). If on the date that is six months from the date of issuance of a series of the Notes all amounts attributable to the proceeds of the Notes of such series (including investment earnings UOCSSF1:627789.3 4 thereon) have not been so expended, the County shall promptly notify Orrick,Herrington & Sutcliffe tp("Bond Counsel") and, to the extent of its power and authority, comply with the instructions from Bond Counsel as to the means of satisfying the rebate requirements of Section 148 of the InternalRevenue Code of 1986(the "Code"). Section 5. Source of Payment. (A) The principal of and interest on the Notes shall be payable from taxes, income, revenue,cash receipts and other moneys which are received by the County for the General Fund for the fiscal year 2002-2003 and which are lawfully available for the payment of current expenses and other obligations of the County(the"Unrestricted Revenues"). (B) As security for the payment of the principal of and interest on the Notes, the County hereby pledges to deposit in trust in a special County fund designated as the "2002- 2003 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") (i) an amount equal to fifty percent (50%)of the aggregate principal amount of the Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on December 11, 2002 and ending January 12, 2003,inclusive (the "First Pledge Period"), and(ii) an amount equal to 50% of the principal amount of Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on April 11, 2003 and ending May 11, 2003, inclusive (the"Second Pledge Period"), together with an amount sufficient (net of anticipated earnings on moneys in the Repayment Fund) (x)to satisfy and make up any deficiency in the Repayment Fund with respect to the prior Pledge Period and(y) to pay the interest on the Notes due on and prior to maturity. The amounts pledged by the County for deposit into the Repayment Fund from the Unrestricted Revenues received during each indicated accounting period are hereinafter called the "Pledged Revenues." (C) In the event that there have been insufficient Unrestricted Revenues received by the County by the third business day prior to the end of any such Pledge Period to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues required to be deposited with respect to such Pledge Period, then the amount of any deficiency in the Repayment Fund shall be satisfied and made up from any other moneys of the County lawfully available for the payment of the principal of the Notes and the interest thereon (all as provided in Sections 53856 and 53857 of the Government Code) (the"Other Pledged Moneys")on such date or thereafter on a daily basis, when and as such Pledged Revenues and Other Pledged Moneys are received by the County. Section 6. Pledged Revenues. (A) The Pledged Revenues shall be deposited by the Treasurer-Tax Collector of the County(the"Treasurer")in the Repayment Fund on or prior to the last business day of each respective Pledge Period, and applied as directed in this Resolution; and the Other Pledged Moneys, if any, shall be deposited by the Treasurer in the Repayment Fund on the last business day of such Pledge Period and on each business day thereafter, until the full amount of the moneys required by Section 5(B) has been so deposited in the Repayment Fund; provided that, if on the date that is six months from the date of issuance of a series of the Notes all amounts attributable to the proceeds of the Notes of such series (including investment earnings thereon) DOCSSFI:627789.3 5 have not been expended in accordance with Section 4,the amounts to be deposited in the Repayment Fund during the period in which received shall be deposited as soon as received. The principal of and interest on the Notes constitute a first lien and charge on, and shall be payable from, moneys in the Repayment Fund. Moneys in the Repayment Fund shall be applied only as hereinafter in this Section 6 provided. (B) The Treasurer shall use the moneys in the Repayment Fund on the respective interest payment dates to pay interest on the Notes then due and on the respective maturity dates of the Notes to pay the principal of and interest on the Notes then due. Any moneys remaining in the Repayment Fund after all such payments,or after provision for such payments have been made, shall be transferred to the General Fund of the County. If for any reason amounts in the Repayment Fund are insufficient to pay the Notes in full, such amounts shall be applied pro rata to the payment of each series of Notes based on the total principal of and interest payable upon the Notes at the respective maturities thereof, taking into account anticipated earnings to be received on amounts in the Repayment Fund prior to the final maturity date thereof. (C) Moneys in the Repayment Fund shall be invested in Permitted Investments as defined below, except that no such investments shall have a maturity date later than the maturity date of the respective series of Notes expected to be paid with proceeds of such investments. The proceeds of any such investments shall be retained in the Repayment Fund until payment of principal of and interest on the Notes (or provision therefor)has been made in accordance with paragraph (B), at which time any excess amount shall be transferred to the General Fund of the County. (D) Permitted Investments mean any of the following: (1) United States Treasury notes, bonds, bills or certificates of indebtedness, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest. (2) Obligations of instrumentalities or agencies of the United States of America limited to the following: (a) the Federal Home Loan Bank Board (FHLB); (b)the Federal Home Loan Mortgage Corporation (FHLMC); (c)the Federal National Mortgage Association (FNMA); (d)Federal Farm Credit Bank(FFCB); (e)Government National Mortgage Association (GNMA); (f)Student Loan Marketing Association (SLMA);Federal Agricultural Mortgage Association and(g)guaranteed portions of Small Business Administration (SBA)notes. (3) Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers acceptances. Purchases of bankers acceptances may not exceed a maturity of 180 days. The financial institution must have a minimum short-term rating of"A-1" and "P-1"by S&P and Moody's, respectively, and a long-term rating of no less than "A" UOCs5F1:627789.3 6 (4) Commercial paper of"prime"quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody's ("P-1")or S&P ("A-1"). Eligible paper is further limited to issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars ($500,000,000). Purchases of eligible commercial paper may not exceed a maturity of 270 days. (5) Negotiable certificates of deposits issued by a nationally or state-chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code)or by a state-licensed branch of a foreign bank in each case which has, or which is a subsidiary of a parent company which has, the highest letter and numerical rating from Moody's ("P-1") and S&P ("A-1"), respectively. (6) Investments in repurchase agreements of any securities listed in (1)through (4) above. Investments in repurchase agreements may be made with financial institutions having a rating of"Aa" or"AA" or better from Moody's and S&P,respectively, and when the term of the agreement does not exceed 30 days and are fully secured at or greater than 102% of the market value plus accrued interest by obligations of the United States Government, its agencies and instrumentalities, in accordance with number (2) above. (7) Deposits in the State of California Treasurer's Local Agency Investment Fund(LAIF). (8) Investment agreements with or the obligations of which are guaranteed by (a) a domestic bank, financial institution or insurance company the financial capacity to honor its senior obligations of which is rated at least "AA"by S&P and"Aa2"by Moody's;or(b)a foreign bank the long-term debt of which is rated"AA"by S&P and"Aa2"by Moody's (a"Qualified Provider"); provided, that the investment agreement shall provide that if during its term the provider's (or, if guaranteed, the guarantor's)rating by either S&P or Moody's falls below "AA"or"Aa2",respectively, the provider must within 10 business days assign the investment agreement to a Qualified Provider reasonably acceptable to the County or collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider's books)to the County or a third party acting solely as agent therefor(the "Holder of the Collateral")United States Treasury Obligations which are free and clear of any third-party liens or claims at sufficient collateral levels to maintain the highest short-term rating on the Notes. (9) The Contra Costa County Treasurer's Investment Pool. Section 7. Execution of Notes. The Treasurer or his designee is hereby authorized to execute the Notes by use of his manual or facsimile signature, and the Clerk of the Board of Supervisors of the County or one of his assistants is hereby authorized to countersign, UOCSSF1:627789.3 7 by manual or facsimile signature, the Notes and to affix the seal of the County thereto by impressing the seal or by imprinting a facsimile of the seal thereon. Said officers are hereby authorized to cause the blank spaces in Exhibit A to be filled in as may be appropriate and to deliver the Notes to the respective purchasers thereof. In the case of Notes executed by facsimile signature of both the Treasurer and the Clerk of the Board of Supervisors, the Notes shall not be valid unless and until the Paying Agent or his designee shall have manually authenticated such Notes. In case any officer whose signature appears on the Notes shall cease to be such officer before the delivery of the Notes to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the Notes. Section 8. Form of Notes and Certificate of Authentication and Registration. The Notes shall be issued in fully registered form without coupons and the Notes and the Certificate of Authentication and Registration shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 9. Use of Depository, Registration,Exchange and Transfer. (A) The Depository Trust Company,New York, New York, is hereby appointed depository for the Notes. The Depository Trust Company shall act as depository pursuant to the Blanket Issuer Letter of Representations on file with the Clerk of the Board. The Notes shall be initially issued and registered in the name of"Cede&Co.,"as nominee of The Depository Trust Company, New York,New York and shall be evidenced by a single Note. Registered ownership of each Note, or any portion thereof, may not thereafter be transferred except as set forth in Section 9(B). (B) The Notes shall be initially issued and registered as provided in Section (A) hereof. Registered ownership of the Notes, or any portions thereof, may not thereafter be transferred except: (i) to any successor of Cede&Co., as nominee of The Depository Trust Company, or its nominee, or of any substitute depository designated pursuant to clause(ii) of this subsection (B) ("Substitute Depository"); provided that any successor of Cede&Co., as nominee of The Depository Trust Company or Substitute Depository, shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Treasurer,upon (1)the resignation of The Depository Trust Company or its successor(or any Substitute Depository or its successor)from its functions as depository, or(2)determination by the Treasurer to substitute another depository for The Depository Trust Company(or its successor) because the Depository Trust Company(or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or DOCSSFI:627789.3 8 (iii) to any person as provided below, upon (1)the resignation of The Depository Trust Company or its successor(or any Substitute Depository or its successor)from its functions as depository, or(2) a determination by the Treasurer to discontinue using The Depository Trust Company or a depository. (C) In the case of any transfer pursuant to clause (i) or clause (ii)of subsection (B)of this Section , upon receipt of all outstanding Notes of each series by the Paying Agent (together, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, with a written request of the Treasurer to such successor paying agent designating the Substitute Depository), a single new Note for each series, which the County shall prepare or cause to be prepared, shall be executed and delivered,registered in the name of any such successor to Cede &Co. or such Substitute Depository, or their respective nominees, as the case may be, all as specified by the Treasurer or, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, as specified in the written request of the Treasurer. In the case of any transfer pursuant to clause (iii)of Subsection (B)of this Section 9 upon receipt of all outstanding Notes by the Paying Agent(together,in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, with a written request of the Treasurer to such successor paying agent),new Notes, which the County shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such persons as specified by the Treasurer or, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, as are requested in such written request of the Treasurer, subject to the limitations of this Section 9,provided that the Paying Agent shall deliver such new Notes as soon as practicable. (D) The County and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of the Resolution and for purposes of payment of principal of and interest on such Note, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall not have responsibility for transmitting payments to, communicating with, notifying,or otherwise dealing with any beneficial owners of the Notes. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor(or Substitute Depository or its successor),except to the owner of any Notes, and the Paying Agent may rely conclusively on its records as to the identity of the owners of the Notes. (E) Notwithstanding any other provision of this Resolution and so long as all outstanding Notes are registered in the name of Cede&Co. or its registered assigns, the County and the Paying Agent shall cooperate with Cede &Co. or its registered assigns, as sole registered owner, in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations, the provisions of which the Paying Agent may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. (F) In the case of any transfer pursuant to clause (iii) of subsection (B) of this Section, any Note may, in accordance with its terms, be transferred or exchanged for a like aggregate principal amount in authorized denominations of the same series, upon the books IXCssF1:627789.3 9 required to be kept by the Paying Agent pursuant to the provisions hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation, and, in the case of a transfer, accompanied by delivery of a written instrument of transfer, duly executed and in form approved by the Paying Agent. Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Paying Agent shall authenticate, if required, and deliver a new Note or Notes of the same series of authorized denominations, for a like aggregate principal amount. The Paying Agent shall require the owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. (C) The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Notes, which shall at all times be open to inspection by the County. Upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books,Notes as hereinbefore provided. (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute, and the Paying Agent shall thereupon authenticate, if required,and deliver a new Note of like series, tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered to, or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County and the Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note of like series, tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Paying Agent may pay the same without surrender thereof). The Paying Agent may require payment by the registered owner of a Note of a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Paying Agent. Any Note issued under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the County whether or not the Note so alleged to be lost, destroyed or stolen be, at any time, enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution. All Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Paying Agent, shall be delivered to the Paying Agent and shall be promptly cancelled by it. The County may at any time deliver to the Paying Agent for cancellation any Notes previously authenticated and delivered hereunder which the County may have acquired in any manner whatsoever, and all Notes so delivered shall promptly be cancelled by the Paying Agent. No Note shall be authenticated in lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Paying Agent shall be disposed of as directed by the County. DOCSSF1:627789.3 10 Section 10. General Covenants. It is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution are true and correct and that the Board and the County, and their appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the taxes, income, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution and the Notes and shall cause to be paid in accordance with their terms the principal of and interest on the Notes. Section 11. Tax Covenants; Rebate Fund. (A) The County hereby covenants that it will not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Notes under Section 103 of the Code. Without limiting the generality of the foregoing, the County hereby covenants that it will comply with the requirements of the Tax Certificate of the County with respect to the Notes (the "Tax Certificate"), to be entered into by the County as of the date of issuance of the Notes. The provisions of this Section 11 shall survive payment in full or defeasance of the Notes. (B) The County covenants that it shall make or cause to be made all calculations in a reasonable and prudent fashion relating to any rebate of excess investment earnings on the proceeds of the Notes due to the United States Treasury, shall segregate and set aside from lawfully available sources the amount such calculations may indicate may be required to be paid to the United States Treasury and shall otherwise at all times do and perform all acts and things necessary and within its power and authority, including complying with each applicable requirement of Section 103 and Sections 141 through 150 of the Code and complying with the instructions of Bond Counsel referred to in Section 4 hereof, to assure that interest paid on the Notes shall,for the purposes of federal income taxes and California personal income taxation, be excludable from the gross income of the recipients thereof and exempt from such taxation. As part of the performance of the covenant contained in the preceding sentence, promptly after six months from the date of the issuance of each series of the Notes, the County will reasonably and prudently calculate the amount of the Note proceeds of such series which have been expended,with a view to determining whether or not the County has met the requirements of Section 148(f)(4)(B) of the Code with respect to the Notes of such series, and if it has not met such requirements, it will reasonably and prudently calculate or cause to be calculated the amount, if any, of investment earnings which must be rebated to the United States and will immediately set aside, from revenues attributable to the 2002-2003 Fiscal Year or, to the extent not available from such revenues, from any other moneys lawfully available, the amount of any such rebate in the Fund referred to in paragraph (C)of this Section 11. (C) If funds are required to be deposited therein, the County shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the "2002-2003 Tax and Revenue Anticipation Note Rebate Fund". There shall be deposited in the Rebate Fund such amounts as are required to be deposited therein in accordance with the written instructions from Bond Counsel pursuant to Section 4 hereof. nocssFI:627789.3 11 (D) Notwithstanding any other provision of this Resolution to the contrary, upon the County's failure to observe,or refusal to comply with, the covenants contained in this Section, no one other than the owners or former owners of the Notes shall be entitled to exercise any right or remedy under this Resolution on the basis of the County's failure to observe, or refusal to comply with, such covenants. (E) Notwithstanding any provision of this section, if the County shall provide to the Paying Agent an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest on the Notes, the Paying Agent and the County may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. Section 12. Paving Agent. The Treasurer is hereby appointed as Paying Agent for the Notes. The County hereby directs and authorizes the payment by the Paying Agent of the interest on and principal of the Notes when such become due and payable, from the Repayment Fund in the manner set forth herein. The County hereby covenants to deposit funds in the Repayment Fund at the times and in the amounts specified herein to provide sufficient moneys to pay the principal of and interest on the Notes on the day or days on which they mature. Payment of the Notes shall be in accordance with the terms of the Notes and this Resolution. This appointment shall not preclude the County from appointing a financial institution to act as Paying Agent or one or more successors thereto, all without notice to or the consent of the registered owners of the Notes. Any such successor paying agent shall be or shall have co-paying agent relationships with one or more banks or trust companies with offices in New York, New York, or Los Angeles, California, or San Francisco, California. The Paying Agent, initially the Treasurer, is also appointed as registrar and upon the request of any registered owner is authorized to record the transfer or exchange of Notes in accordance with the provisions hereof. Section 13. Official Statement for Notes. The proposed form of Official Statement relating to the Notes (the "Official Statement"), on file with the Clerk of the Board of Supervisors and incorporated into this Resolution by reference, is hereby approved with such changes, additions,completion and corrections as the County Administrator may approve. The County Administrator or his designee is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver an official statement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Distribution by the Financial Advisor of a preliminary Official Statement relating to the Notes is hereby approved and the County Administrator or his designee is hereby authorized and directed, for and in the name and on behalf of the County, to execute a certificate confirming that the Preliminary Official Statement has been "deemed final"by the County for purposes of Securities and Exchange Commission Rule 15c2-12. UOCSSF1:627789.3 12 Section 14. Continuing Disclosure. The Treasurer is hereby authorized to execute a Continuing Disclosure Certificate on behalf of the County containing such covenants of the County as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 15. Approval of Actions. All actions heretofore taken by the officers and agents of the County or the Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified, and the officers of the County and the Board are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution. Section 16. Proceedings Constitute Contract. The provisions of the Notes and of this Resolution shall constitute a contract between the County and the registered owners of the Notes, and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, and, upon issuance of the Notes, shall be irrepealable. Section 17. Severability. If any one or more of the agreements, conditions, covenants or terms contained herein required to be observed or performed by or on the part of the Board shall be contrary to law,then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed severable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Notes, and the owners of the Notes shall retain all the benefit, protection and security afforded to them hereunder and under all provisions of applicable law. The Board hereby declares that it would have adopted this Resolution and each and every other section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance of the Notes pursuant hereto irrespective of the fact that any one or more of the sections,paragraphs, subdivisions, sentences,clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid. DOCSSFI:62'n89.3 13 PASSED AND ADOPTED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA this 17th day of , 2002 by the following vote: AYES: WMffl= UnKM, GRM, De� , MM AM G'I07A NOES: NMZ ABSENT: NOW COUNTY OFONTRA COSTA By: Chair of the Board of Supervisors ATTEST: John R. Sweeten,County Administrator and Clerk of the Board of Supervisors of the County of Contra Costa r Deputy CLERK'S CERTIFICATE The undersigned Chief Clerk of the Board of Supervisors of the County of Contra Costa, hereby certifies as follows: The foregoing is a full,true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular meeting place thereof on smtmber 17 , 2002, of which meeting all of the members of the Board of Supervisors of said County had due notice and at which a majority thereof were present. At said meeting said resolution was adopted by the following vote: Ayes: Nies unmm, Gam, DesAUom, mom Am GIou Noes: NM Absent: I have carefully compared the same with the original minutes of said meeting on file and of record in my office and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. I further certify that an agenda of said meeting was posted at least 72 hours prior to the date of the meeting in a place in the City of Martinez, California, freely accessible to members of the public and that a short description of said resolution appeared on said agenda. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: SE T KM 17,2002 Chief Clerk of the Board of Supervisors County of Contra Costa [Seal] DOCSsFi:627789.3