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HomeMy WebLinkAboutMINUTES - 06261984 - 2.4 RESOLUTION NO. 84/ 376 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AFFIRMING THAT MONEYS IN SELF INSURANCE FUNDS ARE AVAILABLE ONLY FOR DESIGNATED PURPOSES AND ARE REASONABLY REQUIRED FOR SUCH PURPOSES WHEREAS, the County has established the following self insurance reserve funds for the purposes described below, and, based upon an actuarial evaluation prepared by the County Administrator of the County (the "County Administrator" ) , upon consultation, as necessary, with an insurance actuary, the amounts which are contained in such funds, as set forth below, are reasonable to cover claims previously incurred or expected to be incurred and to pay the costs of claim administration, excess insurance, risk management and other non-claim expenses related to each fund which has been determined by the County Administrator to be reasonable: Fund 8165 ($ 345 , 000 ) Employee Dental Self Insurance Trust for payments required to be made pursuant to the County employees' dental plan; Fund 8166 ($ 668 , 000 ) Long Term Disability Insurance Trust to be used for payments required under the County Management Employees' Long Term Disability Plan; t ' 161 Fund 8169 ($4, 965 , 000 ) Workers' Compensation County Reserve Trust to be used for payments required under the County' s Workers' Compensation Plan; Fund 8170 ($2, 115, 000 ) Automotive Self Insurance Trust to be used for the payment of liability claims arising from the ownership and use of County vehicles; Fund 8171 ($5 , 103, 000 ) Public Liability Trust to be used for the payment of claims arising from the ownership or use of County property (other than automobiles) and the conduct of County programs and services; Fund 8172 ($ 1, 171, 000 ) State Unemployment Insurance Trust to be used for liabilities incurred by the County under the unemployment insurance program; and Fund 8173 ($ 4 , 169 , 000 ) Medical Self Insurance Trust to be used for the payment of liability claims arising from and in connection with the provision by the County of medical services. WHEREAS, the Board of Supervisors now wishes to affirm that moneys in the above listed funds are reasonably required and may only be used for the purposes so specified; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby finds, determines, declares and resolves as follows: Section 1 . All of the recitals herein set forth are true and correct and this Board so finds and determines. 2 6p 162 Section 2. The moneys set aside in the above listed funds, in the amounts specified, and other amounts reasonably required by the County Administrator to be deposited in said funds from time to time, shall be available only for the purposes set forth above and are reasonably required for such purposes. Section 3 . The available cash balances in the above listed funds and attributable to the County General Fund, as determined by the County Auditor/Controller, may at the discretion of the County Treasurer, from time to time be loaned to the County General Fund to meet temporary cash flow needs of the County General Fund. Section 4. In the event cash loans are made to the County General Fund, as provided in the preceding paragraph, said County General Fund will pay interest to the above listed fund or funds from which the loans were made at a rate to he determined by the County Treasurer and to be equal to the rate that the County Treasurer could have earned on said funds if they had been otherwise invested. PASSED by the Board on June 26, 1984, by the following vote: AYES: Supervisors Powers, Fanden, Schroder, McPeak and Torlakson NOES: None 1 hereby certify that this is a true and correct copy of ABSENT• None an action taken and entered on the minutes of the Board of Sup"Isors on the date shown. ABSTAIN: None ATTESTED: - a6 /9,&/ J.R. OLSSON, C:;UtiTY CLERK cc • See Distribution List and ex ofticlo Clerk of the Board (Page- -4) - - l By , Deputy 00 163 3 DISTRIBUTION LIST Treasurer-Tax Collector. Auditor-Controller Orrick, Herrington & Sutcliffe Bank of America County Counsel County Administrator Clerk of the Board 00 164 4 r. RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1984-1985 AND THE ISSUANCE AND SALE OF 1984-1985 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES THEREFOR 00 165 TABLE OF CONTENTS • page Section 1. Board Determination . . . . . . . . . . 2 Section 2 . Definitions . . . . . . . . . . . . . 2 Section 3 . Terms of the Notes . . . . . . . . . . . 5 (a) Authorization of Issuance . . . . . 5 (b) Denominations, Maturity, Payment and Determination of Interest Rates. 5 (i ) Interest Index . . . . . . 6 (ii ) Interest on Notes . . . . . . . 7 (iii ) Interest Rate If Underwriter Is No Longer Remarketing Under the Agreement . . . . . . 7 (c) Tender for Purchase by Noteholder 8 (d) Registration, Transfer, and Replacement of Notes . . . . . . . . 9 (e) Redemption of Notes . . . . . . . . 10 Section 4. Form of Notes . . . . . . . . . . . . . . 11 Section 5 . Use of Proceeds . . . . . . . . . . . . . 11 . . Section 6. Repayment Pledge . . . . . . . . . . . . 11 Section 7 . Repayment Funds . . . . . . . . . . . . . 12 ( a) Repayment Fund . . . . . . . . . . . 12 (b) Bank Note Repayment Fund . . . . . . 13 (c) Investment . . . . . . . . . . . . . 13 Section S. Fiscal Agent . . . . . . . . . . . . . . 14 Section 9. Execution of Notes . . . . . . . . . 14 Section 10. Validity of Proceedings . . . . . . . . . 14 Section 11 . Tax Covenants . . . . . . . . . . . . . . 14 Section 12 . Paying Agent and Registrar . . . . . . . 15 i 00 P aqe Section 13 . Purchase and Remarketing Agreement . . 15 Section 14. Credit....Agreement and Advance . . . . . . .15 Section 15 . Approval of Official Statement 16 Exhibit A Form of Note . Exhibit B Form of Election Notice [to be printed. on Note ] Exhibit C Form of Fiscal Agent Agreement Exhibit D Form of Contract of Purchase and Deal Remarketing Agreement Exhibit E Form of Credit Aareement Exhibit F Form of Offi,cial Statement Relating to the Notes ii 00 .- 16'7 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1984-1985 AND THE ISSUANCE AND SALE OF 1984-1985 SHORT ..... TERM OPTIONAL PUT- TAX •AND REVENUE' ANTI'CIPATION NOTES THEREFOR RESOLUTION NO. 84/377 WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California, this Board of Supervisors (the "Board" ) has found and determined that the sum of Sixty-Five Million Dollars ( $65, 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, and that it is necessary that said sum beborrowed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the County for the General Fund of the County during or attributable to Fiscal Year 1984-1985; and WHEREAS, the County intends to borrow, for the purposes set forth above, as hereinafter defined, Sixty-Five Million Dollars ( $65, 000, 000) through the issuance and sale of the Notes ( as hereinafter defined) ; and WHEREAS, it appears, and the Board hereby finds and determines, that said sum of Sixty-Five Million Dollars ($65,000, 000) , when added to the interest payable thereon, does not exceed eighty-five per cent (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 1984-1985, and available for the payment of the Notes and the interest thereon; and WHEREAS, pursuant to Section 53856 of the Government Code of the State of California, certain revenues which will .be received. by the County for the General Fund of the County during or attributable to Fiscal Year 1984-1985 can be pledged for the payment of the Notes and the interest thereon (as hereinafter provided) ; and WHEREAS, Bank of Ai.-.,erica National Trust and Savings Association (herein sometimes referred to as the "Underwriter" ) has subnitted an offer to purchase the Notes and has suhmitted a _form of Contract of Purchase and Dealer Re.-marke-'C_i nq %gild t t. F�L_:�R-:..�`.5, 'I'�"'ie Long-Term Credit flank of Japan, Ltd. , has proposed t.o enter ;ni o a rrPClit Agr. eerr;eizt pu.r_=,u nt to iti llch the B--nk would 1s:` ue' a Line of Credit which ;!lay be 00 �s� drawn upon in accordance with its terms if certain Pledged Revenues, as hereinafter defined, are not paid by the County prior to May 13 , 1985 as required herein, as security for payment of the Notes at maturity. -WHEREAS, the County has determined that, in order to provide for the remarketing of the Notes, and to assure their payment at maturity, and to provide additional security to owners of Notes, and reduce the interest cost to the County for the Notes, it is appropriate and in the best interests of , the County to enter into the Agreement, to obtain the Line of Credit and to enter into the Credit Agreement; and WHEREAS, the 'County desires to enter into the Contract of Purchase and Dealer Remarketing Agreement and to obtain. the Line of Credit; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby finds, determines, declares and resolves as follows: Section 1 . Board Determination. All of the recitals herein set forth are true and correct, and the Board so finds and determines. Section 2 . Definitions. Unless the context otherwise requires, the terms defined in this Section 2. shall, for all purposes of this Resolution, as it now exists and as it may be from time to time amended or supplemented, have the meanings herein specified, as follows: "Adjusted Rate" means the interest rate per annum equal to the rate calculated in accordance with Section 3 (b) hereof. "Advance" means an amount borrowed by the County from the Bank pursuant to the terms of the Credit Agreement. "Agreement" means the Contract of Purchase and Dealer Remarketing Agreement, dated as of June 2 , 1984, between the County and the Underwriter. "Bank" means The Long-Term Credit Bank of Japan, Ltd. "Bank Notes" ?r.earls no,1-,:-.s of the Cotarty i.s aed > �- ��11i'S!_l.ant LO i`.7.e Credit r�c��_�: ;_•?ilerlt, c::'V].Cle-T?C7_Ylg the ob l.gatlO:n of the Count-y -to r; pay an AdIvance 11rc-m the Bank to the Count-y. 2 00 16"C "Board" means the Board of Supervisors of the County of Contra Costa. "Business Day" . means . a ..day on. which. banks in California and New York City are not required....o.r.. .authorized to remain closed and. on .which The New York Stock Exchange is not closed. "County" means the County of Contra Costa, the issuer of the Notes hereunder. "Credit Agreement" means the Credit Agreement, dated as of July 1, 1984, between the County and the Bank. "Fiscal Agent" means Bank of America National Trust and Savings Association having its principal corporate trust . office in San Francisco, California. "Fiscal Year" means the fiscal year of the County commencing July 1 and ending June 30 of the following year. "Indexing Agent" means Kenny Information Systems, or its successor appointed by the Board. "Initial Rate" shall mean the rate of interest initially borne by the Notes, as agreed upon between the Treasurer, on behalf of the County, and the Underwriter, but in no event to exceed ten per cent (10%) per annum. "Interest Index" means the interest rate index determined by the Indexing Agent in accordance with Section 3 (b) , or, if the Indexing Agent fails to compute the Interest Index and no successor Indexing Agent has been appointed, sixty per cent ( 60%) of the interest rate applicable to the 13-week United States Treasury bills on the basis . of the average per annum discount rate at which such 13-week Treasury bills shall have been sold at the most recent United States Treasury auction. "Interest Payment Date" means each Wednesday (or if such day .ds not a Business Day, the next succeeding Business Day) ; provided that the first Inte=rest Payment Date with respect to the Notes shall be the Wednesday (or if such day is not a Business Day the next succeeding Business Day) of the week following the week in which the Notes are initially authenticated and delivered. n T n n ;,:_Fins ti_- I•;�.e_e�,t � F;-:_,:�d �e p eriod -n,r, ilF,'I Clr.g on ( and incl-..)d] ng) an Intr-rest F zY-J- f,nt Date and -_-riding on the day i r;u,,iediately preceding the next succee-ding Interost Pavment Pate_ (or, in she c -se r)f the first Ini-ere.,3t Period, 3 00 170 the period commencing on the date of initial authentication and delivery of the Notes and ending on the day immediately preceding the First Interest Payment Date. "..Interest. Rate" ..:shall•..mean the, ..Initi:al Rate.=as adjusted from time to time to the Adjusted Rate. "Line of Credit" means the line of credit established by the Bank pursuant to the Credit Agreement. "Munifacts Wire" means the electronic wire service offered by The Bond Buyer known as "Munifacts" which provides information on municipal securities to the subscribers thereof. "Note" or "Notes" means the 1984-1985 Short Term . Optional Put Tax and Revenue Anticipation Notes authorized to be issued hereunder. "Noteholder" means the registered owner of the Note. "Outstanding, " when used as of any particular time with reference to Notes, means all Notes theretofore, or thereupon being, authenticated and delivered pursuant to this . .Resolution except ( 1 ) Notes theretofore cancelled or surrendered for cancellation; (2 ) Notes with respect to which all liability of the County shall have been discharged in accordance with Section 3 (c) or 3 (e) ; and (3 ) Notes for the transfer or exchange of or in lieu of or in substitution for which other Notes shall have been authenticated and delivered pursuant to this Resolution. "Paying .Agent" means BankAmerica Trust Company of New York, initially acting as paying agent and registrar hereunder and having a principal office in New York, New York. "Reference Rate" means the rate announced by Bank of America National Trust and Savings Association from time to time as its Reference Rate. "Treasurer" means the Treasurer-Tax Collector of the County. "Underwriter" ineans Bank of America National Trust and Savings P.,ssociation, the purchaser of the Notes issued hereunder and the 1emar�;e_t.inq anent for such Nol-es, or is Or T32:S3.Csr1s . "Unre::3tricted Riven jes" Inea-ris t; xe_s, 3_ncon]P, revenue, cash receipts, and other ;7or.eys .ihi ch are received Z- �-he C TIFI'c:.1 Fil-nd of the Coi).nty during or attr?.Ibu1:�1D1(� 1'.O 4 00 171 Fiscal Year 1984-1985 and which are generally available for the payment of current expenses and other obligations of the County. Section 3 . Terms of the Notes. (a) Authorization of Issuance. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the County for the General Fund of the County during or attributable to Fiscal Year 1984-1985, and not pursuant to any common plan of financing, the County hereby authorizes the borrowing of the aggregate principal sum of Sixty-Five Million Dollars ( $65, 000, 000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, generally designated as the "1984-1985 Short Term Optional Put Tax and Revenue Anticipation Notes. " (b) Denominations, Maturity, Payment and Determination_ of Interest Rates. The Notes shall be in the denomination of $100, 000, shall be dated as of July 1, 1984, shall mature on the last Wednesday within thirteen (13) months after the initial authentication and delivery thereof, and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) such date of authentication shall be prior to the first Interest Payment Date, in which case it shall bear interest from the date of initial authentication and delivery of the Notes or (ii ) such date of authentication shall be an Interest Payment Date to which interest on the Notes has been paid in full or duly provided for, in which case such Notes shall bear interest from such date of authentication; provided, however, that if, as . shown by the records of the Fiscal Agent, interest on the Notes shall be in default, Notes issued in exchange for Notes surrendered for transfer or exchange shall bear interest from the last date to which interest has been paid in full on the Notes or, if no interest has been paid on . the Notes, from the date of the initial authentication and delivery of the Notes. Interest shall be payable on each Interest Payment Date at the applicable Interest Rate for the Interest Period terminating on the day immediately .preceding such Interest Payment Date, computed on a 365-day year basis :and actual days elapsed from the preceding Interest Payment Date to which interest has been paid. On each Interest Payment Date, the Paying Agent shall pay accrued and unpaid interest for each Intfrest Period by check or draft mailed to the owner of each 'vete in whose 'Note is r_egistared i:n the books of: the Frying Aornt at 10: 00 a.m. , New York City titre, on such T.nterest- P3y;:o--ni. !Date (except that in the casFif -1--he t _ndr of a 2�Tote pursuant to Section 3 (c) , z_1terest shall he pa..-!'_d as prcvJA3—ed in that section) . 5 op 172 The offer and sale or repurchase of any Note as contemplated by Section 3 (c) , shall cause the purchaser or the Underwriter, as the case may be, to be recognized as the -holder of record"of the''Notes so offered and- -sold or repurchased as. of ..10::0.1 .. a..m.:., :New York. City ,time, .on. such Interest Payment Date. The principal of the Notes shall be payable at maturity, only to the registered owner thereof upon surrender thereof, in lawful money of the United States of America, at the principal office of the Paying Agent. (i ) Interest Index. The Interest Index shall be based on not less than twenty (20) component issuers selected by the Indexing Agent which have outstanding one or more issues of securities the interest on which is exempt from federal income taxation, which may include, without limitation, issues of commercial paper, project notes, bond anticipation notes, revenue anticipation notes and tax anticipation notes. So long as the Notes are rated by either Moody' s Investors Services, Inc. ( "Moody' s" ) or Standard & Poor' s Corporation ( "S&P" ) in its highest short-term rating category, each component issuer must either have outstanding (i) securities rated by either Moody' s or S&P in its highest . note .ori commercial paper rating category (and no securities rated by either Moody' s or S&P in any lower rating category) or unrated project notes guaranteed by an agency of the United :States of America, or ( ii ) securities rated by either Moody' s or S&P iri either of its two highest long-term rating categories (and no securities rated by either Moody' s or S&P in any lower rating category) and either (A) have no outstanding notes or commercial paper, or (B) have outstanding notes or commercial paper none of which is rated by either Moody' s or S&P. In the event that the Notes are not rated by either Moody' s or S&P in the highest short-term rating.. category of such rating agency, the Interest Index shall thereafter be based on component issuers whose outstanding securities, in the judgment of the Indexing Agent, carry ratings by Moody' s or S&P that are comparable to those carried by the Notes. With respect to each component issuer, the Indexing Agent shall make a judgment as to the rate of interest per annum required on the date of computation to sell at one hundred per cent ( 100%) of the principal amount thereof an obligation of such issuer the interest on which is exempt from federal income taxation and having a 30--clay maturity, and the Interest Index shall be she ave-rage of i:h.e . :CaLC?S of .j.T:Li='rC:fit SO r21Ci11.aLE'd. Such calculation with respect -o each component issuer shall be bared solely on the credit-worthiness of the issuer itself and shall not he based on the credi-t-worthiness of any other entity, including, wi .houut limit:--tion, the 0-113ra.ntor. of any 6 00 173 1 • issue or the owner, user or other beneficiary of facilities financed with obligations issued by such issuer. The specific component i,ssuers. may be- changed-from time to time by the Indexing Agent in its discretion, and notice of any -such changes shall be promptly given to the County, the Paying Agent and the Underwriter. (ii ) Interest on the Notes. For the Interest Period commencing on the date of initial authentication and delivery . of the Notes and ending on the day immediately preceding the first Interest Payment Date, the Notes shall bear interest at the Initial Rate for the Notes. With respect to each Interest Period thereafter, the rate may be adjusted, effective each Interest Payment Date, to the Adjusted Rate. The Adjusted Rate shall be determined as follows: The Indexing Agent shall compute the Interest Index on Monday, July 2, 1984, and, thereafter, on each Monday (or if such Monday is not a Business Day, the next succeeding Business Day) prior to each Interest Payment Date with respect to the Notes, and shall provide such Interest Index to the County and the Underwriter. On the Wednesday (or if such day is not a Business Day, on the next succeeding Business Day thereafter) of the week preceding the week in which falls the first Interest Payment Date, and thereafter on each' Interest Payment Date with respect to the Notes, the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the .Notes, would, in its .judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to market the Notes on the next succeeding Interest Payment Date at a price equal to one hundred per cent ( 100%) of the principal amount thereof, and the interest rate so determined shall be the interest rate for the Interest Period commencing on such next succeeding Interest Payment Date; provided that the Adjusted Rate so determined shall not be more than one hundred ten per cent ( 110%) , nor less than ninety per cent (90%) , of the Interest Index so provided; and further provided that the Interest Rate shall not exceed the maximum interest rate permitted by law. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is det.:-rinined and also shall give telephonic notice (ccnfir-inF�d by wri'-ten notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. (i_i-i ) Interest R,.te If Ur:,derwr iter is No Towner Ro.,i-Ia: ketch U-,1.,er 1--he Auri errient. Notwithstanding anything to the contrary conta.i ned in this Resolution, the Interest Rate on the Notes shall be eighty percent (80%) of the Reference Rate, as the same ":ay he adjusted from time to tine (but 7_n ?o evEnt Clre�Liar i,?-3i1 'L.he T1?X1.Yf!Lii71 intere.st rr'.te ermil_-tic-d by 7 00 174 law) with the Interest Rate changing on the same day as a . change in the Reference Rate is announced, from and after the date on which the Underwriter named in the Agreement ceases to remarket or position Notes' for .any reason permitted by the Agreement': " 'The Interest - Payment Dates for Notes shall -remain the same as before the Interest Rates thereon were adjusted pursuant to this paragraph. In the event the Underwriter ceases to remarket or position Notes, or proposes so to do, for any reason permitted under the Agreement, it shall so notify the County, .the Paying Agent, and each registered holder of a Note, specifying the date upon which the Underwriter did or will so cease, which shall be the date interest on the Notes shall commence to be eighty percent (80%) of the Reference Rate. (c) Tender for Purchase by Noteholder. Any registered owner of a Note shall have the right to tender such Note, but not a part thereof, for purchase by the Underwriter according to the terms of the Agreement on any Interest Payment Date by (i ) giving telephonic notice to the Paying Agent prior to 10 a.m. New York City time on the Monday (or if such Monday is nota Business Day, the next succeeding Business Day) next preceding such Interest Payment Date and ( ii ) delivering such Note., with the Election Notice, on the reverse thereof, completed and signed by the Noteholder or his duly authorized representative, to the Paying Agent prior to 10: 00 a.m. New York City time on such Interest Payment.;Date. Such Election Notice shall be substantially in the form of Exhibit B attached hereto. The Paying Agent shall notify, by telephone, the County and the Underwriter upon .receipt of each telephonic notice of tender. Upon the receipt of such notification, the Underwriter will use its best efforts to offer for sale and to sell each Note for which a telephonic notice of tender has been given, at one hundred per cent ( 100%) of the principal amount thereof, for delivery on such Interest Payment Date. If on such Interest Payment Date the Underwriter has not been able to arrange for the resale, at one hundred per cent ( 100%) of the principal amount thereof, of all Notes for which Noteholder' s Election Notices have been filed with the Paying Agent, the Underwriter, pursuant to and :subject to the terms and conditions of the A.areement, shall purchase, at one hundred per cent ( 100%) of the principal amount thereof, the aggregate principal amount of Notes which have not been remarketed by 12 : 30 n.m. , New York City time, on such Interest Payment Di te. The Paying Agent shall }:may to each registered owner of any Note for which a Note-holder's E1e::c -on Nom-. -ce has been filed, against delivery of sz-dch Noce, in available funds, the principal aii-,ount _hereof and interest thereon to such Interest Payr:ment Date by check or draft delivered to or upon the order of .::uch 8 00 175 . registered owner. Funds for the payment of such principal amount shall be advanced by the Underwriter to the Paying Agent at 10: 00 a.m. (New York City time) on such Interest Payment Date. ,and. shall, if....the....Underw.r.iter is- able to remarket such Note, be reimbursed to the .Underwriter..fr.om .the . proceeds of such remarketing. Nothing contained herein or in the Agreement shall obligate the County to repurchase any Notes tendered for purchase, such obligation being only that of the Underwriter and then only in accordance with the terms of the Agreement. (d) Registration, Transfer, and Replacement of .Notes. Any Note may, in accordance with its terms, be transferred, upon the books 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, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent. Transfer of a Note shall not be permitted with respect to any Note or Notes for which a notice of tender of purchase has been given in accordance with Section 3 (c) . Whenever any Note shall be surrendered for transfer or tendered for payment in accordance with Section 3 (c) , the County shall execute and the Paying Agent shall authenticate, if required, and deliver a new Note of the same series and maturity and for a like aggregate principal amount. The 'Paying Agent shallrequire the Noteholder requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The Paying Agent will keep or cause to be kept, at its principal office in New York, New York, 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. If any Notre shall become mutilated, the County, at the expense of the owner of said Note, shall execute, and the Paying Agent ;hall thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for the Niue so niutllate d, but only upon surrender_ to the ?ay _ng Aaenl- of the Not-r2 so ::ii.<r% .':.cit d. t very �uti l�_t ed Note >-o s"..ir3: =:nc�er =ci to :] r� P .y:i;1g l: c-,,t sria].l ;je c:«n(::el1< d by it and delive ii d to, or L.pon t"he order of, the C.ou.nty. f any Note shall be lost, ci.est) oyed or stolen, evidence of such loss, dc:,3t:ruction or the may be submitted to the. County and 9 00 1-76 1 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 and deliver a new Note of like 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 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 in the premises . 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. Prior to the transfer of any Note in accordance with the provisions hereof, the County and the Paying Agent may treat the person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, and neither the County, nor the Paying Agent shall be affected by notice to the contrary. 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. (e) Redemption of Notes. The County may, but need not, redeem all, but not less than all, of the Notes, at any time after conversion of the Interest Rate on the Notes to righty perc:nt (80%) of the Reference Rate in accordance with Section 3 (b) (iii ) , upon 7.'2ot less than 14 days prior :ti:r'i- ten r:otice of rede::p'ci on, specifying the date fixed for redemption. Notice of redemption shall be deemed. given when de-posited in the U. S . Mail, first class postage prepaid, 10 0. � � J addressed to the Paying Agent and to each registered owner at the address shown on the books of registration maintained by the Paying Agent for that purpose, or if there is no such ..;.address; - care of- the Paying Agent-.......'The redemption price shall be ..the-principal.,.amount . of Notes being redeemed, without any premium or penalty, plus accrued and unpaid interest to the date fixed for redemption. If on the redemption date specified in the notice the County deposits with the Fiscal Agent, in immediately available funds, a sum sufficient to pay the aggregate principal amount of Notes being redeemed and interest thereon to the redemption date specified in the notice, then interest on such Notes shall cease to accrue from and after such date and the obligation of the County with respect to such Notes shall be discharged and thereafter such Notes shall be payable only from the moneys on deposit therefor with the Paying Agent. Section 4. Form of Notes . The Notes shall be issued only in fully registered form, without coupons. The Notes 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 5 . Use of Proceeds. The moneys borrowed under the Notes shall be deposited in the General Fund of the County and used and expended by the County for any purpose for which it is authorized to expend funds from the General Fund of the County.,- - Section 6. Repayment Pledae. ( a) The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the County for the .General Fund of the County ;,during or attributable to Fiscal Year 1984-1985 . As security for the payment of principal of and interest on the Notes, the County hereby pledges the following: the first $35, 000, 000 of Unrestricted RFvenues received in the acco-,.:-nti.ng period ending Ja-lnuary 11, 1985; the first $5, 000, 000 of Unrestricted Revenues received in the accounting period ending February 12 , 1985 (plus the amount of any deficiency in the amount dc47:)CSlted in the "Repayment Fund" as herei_a ter defi.n(.-..d d.-;ring acr;ount_:ing period ;•,�].-3ing J;an�.;ary 11., 11,85 ) ; tele f i.l.;i $5, 1)00, 000 of Unrc_-stricted R.=,;i ::u.es rec(>:eve d in `1,e ac�cur�.i-.illy period ending Prarch 1.2 , 1985 (pl%)s the amourit of any deficiin 1 T thei3.f!loilnt i3('�O;:itE:d inElie r.eLay;nel7t Fund during the -accountlilg pr?2-i.GC1 FTi(ji ?7c ft:=l7ri_ia7y 1?, 1.935 ) ; life %] rSt 11 00 178 $5, 000, 000 of Unrestricted Revenues received in the ' accounting period ending April 11, 1985 (plus the amount of any deficiency in the amount deposited in the Repayment Fund during the accounting period ending March 12, 1985) ; the first $15, 000, 000 of Unrestricted Revenues received in the accounting period -ending 'May 13 1985 (plus the amount of any deficiency in the amount deposited in the Repayment Fund during the accounting period ending April 11, 1985) , together with an amount sufficient to pay interest then remaining to be paid on all Notes at maturity (at an assumed Interest Rate of 10% per annum and net of estimated earnings on moneys in the Repayment Fund) , ( such pledged amounts being hereinafter called the "Pledged Revenues" ) . If such moneys are insufficient to fully fund this pledge by May 13, 1985, the County hereby covenants that it will take all action on its part required to obtain the Advance contemplated by Section 14 to make up any deficiency (such Advance being hereinafter called the "Other Pledged Moneys" ) . (b) As security for the payment of principal of and interest on the Bank Notes, if any (and subject to obtaining an Advance) , the County hereby pledges .(the "Bank Pledge" ) all Unrestricted Revenues received by the County on or after May 14, 1985 up to an amount necessary to pay principal of and interest on the Bank Notes (estimated at a rate of 10% per annum) at maturity, provided that the amount in the Repayment Fund (including any proceeds of the Advance) is sufficient to pay the principal of and interest at maturity on all Notes Outstanding. . Section 7. Rep�ment_ Funds. (a) Repayment Fund. At intervals of at least every five Business Days during the accounting period in which received, commencing on the tenth such Business Day, the Pledged Revenues shall be deposited by the County with, and. hel.d .in trust by, .the Fiscal Agent, as hereinafter appointed, in a special fund designated the 1984-1985 Note Repayment Fund (the "Repayment Fund" ) and shall be applied as directed in this Resolution. The Other Pledged Moneys, if any, shall .be deposited by the Bank directly into the Repayment Fund on the date the same are advanced by the Bank pursuant to the Credit Agreement. The principal of and interest on the Notes shall constitute a first lien and charge on amounts deposited in the Repayment Fund; any money deposited in the Repayment Fund shall be for the ratable benefit of the holders of the ivotes. Until the Noi.es and all interest due are Paid in full c-.,r ij-atil provision has been made for t1he pa,^.?ent .in full of the principal of and interest on the Notes, the moneys in the Rapayment Fund shall be applied only for the purposes for which the sane was 12 0.0 1 created. On the maturity date of the Notes the amount of money in the Repayment Fund necessary to pay principal of and interest on the Notes shall be transferred to the Paying Agent. Any excess amount. remaining. ..in.. such fund, shall be transferred' to the Bank Note Repayment Fund. (b) Bank Note Repayment Fund. On May 14, 1985, and at intervals of each three Business Days thereafter, Unrestricted Revenues forming a part of the Bank Pledge shall be deposited by the County with, and held in trust by the Fiscal . Agent,;.in a special fund designated the "Bank Note Repayment Fund" (the "Bank Note Repayment Fund" ) and shall be applied as directed in this Resolution, subject in all instances to fully funding the pledge required by Section 6(a) (whether through Pledged Revenues or Other Pledged Moneys) and subject further to the County' s obtaining an Advance under the Credit Agreement. The principal of and interest on the Bank Notes shall constitute a first lien and charge on amounts deposited in the Bank Note Repayment Fund; any money deposited in the Bank Note Repayment Fund shall be for the ratable benefit of the holders of the Bank Notes. Until the Bank Notes and all interest due thereon are paid in full or until provision has been made for payment in full of the principal thereof and interest thereon, the moneys in the Bank Note Repayment Fund shall be applied only for the purpose for which the same was created. The Treasurer shall arrange for transfer to the Bank of moneys from the Bank Note Repayment Fund when the same has sufficient funds therein to pay principal of the. Bank Notes and interest thereon to the date of such payment, at which time the Bank Notes shall be prepaid. (c) Investment. Moneys in each of the Repayment Fund and the Bank Note Repayment Fund shall be invested as permitted by Section 53601 of the Government Code, provided that no moneys shall be invested in investments permitted by subsection (h) (except that moneys may be invested in negotiable certificates of deposit of the fifty largest banks .in the United States or domestic subsidiaries of the largest fifty world banks, so long as such world banks are domiciled in the following countries: Western Hemisphere - United States end Canada; Europe - France, Germany (West) , Netherlands, Norway, Sweden, Switzerland and the United Kingdom; Asia - Australia and Japan, as ranked by size of deposits) and subsection (i ) (to the extent that subsection (i ) applies to reverse repurchase a(jreements) of said Section 53601, and further 1),rovided, however, that ;-n oneys in the said Funds ::lay i:c :L.nv`sted in any legal inves-C.ment not specified herein if the Bank consents to such investment. Investments in the epayr;,ent Fund and Bank Note RepayTT;ent Fund sha.11 not have tr,aturity dates later than the mUtul-.ity 13 00 180 date of the Notes and Bank Notes, respectively. The proceeds of any such investments shall be retained by the Fiscal Agent in the Fund from which the related investment was made until the principal of all of the .No.tes ..or...Bank...Notes,....as .-the case may be, and the unpaid interest thereon shall have been fully paid or` until provision shall have been made for such payment, at which time any excess amount shall be transferred to the General Fund of the County. Section 8. Fiscal Agent. Bank of America National Trust and Savings Association in San Francisco, California, is hereby appointed fiscal agent for the Notes (the "Fiscal Agent" ) . Funds held by the Fiscal Agent in the Repayment Fund and Bank Note Repayment Fund shall be held and invested as herein provided. The form of Fiscal Agent Agreement attached hereto as Exhibit C is hereby approved, and the Treasurer is hereby authorized to execute and directed to execute the same substantially in the form attached with such changes as he deems necessary. Section 9. Execution of Notes. The Treasurer is hereby authorized to sign the Notes by use of his facsimile signature, and the Clerk of the Board of Supervisors of the County is hereby authorized to countersign the Notes by use of his facsimile signature and to affix the seal of the Board thereto by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. The Notes shall not be valid, however,' unless and until the Paying Agent shall have manually authenticated such Notes. Section 10. Validity of Proceedinqs. It is hereby covenanted and warranted by the County that all representations and recitals contained in this Resolution are true and. correct, and that the County, and its 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, revenue, income, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 11 . Tax Covenants . The Board, as issuer of the Notes on behalf of the County, hereby covenants that it will Make no use of the proceeds of the Notes which would cause the Notes to be "arbitrage bonds" ur_der Section 103 (c) of the Internal Rei,e:� l.ie Code of 1954, -<s amended; and, tco that end, so long as a.11y of rile Not(-,_s are outs t andi)ag, the Board, ,,ji -h respect to 11='Ile? jj:,_CCec. s of the Notes, and all officers having custody or control of such proceeds, shall comnl.y with all of said section and the 14 00 ��_I regulations of the United States Department. of the Treasury thereunder, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds. " Section 12 . Payin.g .Agent . and. .Re.gis.trar.. BankAmerica Trust Company of New York, New York, New York is hereby designated as registrar and paying agent for the payment of principal of and interest on 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 an account held by the Paying Agent in the name of the County in the manner set forth herein. The County hereby covenants to deposit funds in such account at such times and in such amounts to provide sufficient moneys to make interest payments on each Interest Payment Date and to pay the principal of and interest on the Notes on the day on which they mature or on the date of redemption thereof. 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 removing the Paying Agent and appointing one or more successors thereto, or appointing additional financial institutions to act as paying agent or registrar, all without notice to or the consent of the registered owner of any Note. Any such successor paying agent shall be a bank or trust company with offices in New York, New York acceptable to the County and the Underwriter. -Sect'ion 13 . Purchase and Remarketing Agreement. The Agreement ill be entered into with the Underwriter, substantially in the form attached hereto as Exhibit D, whereby the Underwriter shall purchase the Notes from the County and purchase or remarket the Notes as more particularly set forth therein. Such Agreement is hereby approved and the Treasurer of the County is hereby authorized and directed to execute the Agreement with such completions, :insertions and changes as he deems necessary provided that the amount of the Initial Rate designated therein shall not exceed 10%. Section 14. Credit Agreement and Advance. The Credit Aareement, substantially in the form attached hereto as Exhibit E, will be entered into with the Bank whereby the Bank will provide the Advance to the County in an amount not to exceed $68, 250, 000 (as agreed upon by the Treasurer on behalf of the County and i.-he 8.ank as specified in the Credit Agre(ament) solely for t-he of -Funding, on IMay 13, 1985, any un`anaed portion of the pledge conte:-.)plated by 15 00 . 182 paragraph (a) of Section 6 hereof, such amount being in addition to the authorized issue of Notes pursuant to Section 3 (a) . The Credit Agreement is hereby approved, and the Treasurer and each and every Authorized Officer, as 'defined in the Credit Agreement, . is hereby severally authorized and directed to execute the Credit Agreement substantially in the form attached with such changes as the executing officer deems necessary except that the maximum commitment fee agreed upon by the Treasurer on behalf of the County shall not exceed 1/16th of 1% of the total amount of the Credit ( as defined therein) , to execute and deliver Bank Notes evidencing the obligation to repay the Advance not exceeding $68, 250, 000, substantially in the form of Exhibit B attached to the Credit Agreement, and to execute and deliver any other documents required thereunder. The Board, as issuer of the Notes on behalf of the County, hereby covenants that the Credit Agreement or a revolving credit agreement providing the equivalent security as the Credit Agreement will remain in effect during the term of the Notes . Section 15 . Approval of Official Statement. The form of Official Statement relating to the Notes, attached hereto as Exhibit F, in substantially in the form presented to this meeting, is hereby approved with such additions, changes and corrections -as the Treasurer may approve upon consultation with the County' s Bond Counsel; the distribution of said Official Statement in preliminary form is hereby ratified; and the Treasurer and the Underwriter are hereby authorized to distribute copies of said Official Statement in final form in connection with the offering and sale of the Notes. 16 GO 183 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 26th day of June, 1984, by the following vote: AYES: Supervisors Powers, Fanden, Schroder, McPeak, Torlakson NOES: None ABSENT: None _ lNil 11 Chairman of the Board of Supervisors of the County of Contra Costa (Seal) Attest J. R. OLSSON, County Clerk and ex of:4ficio Clerk of the Board BV _ Deputy Clerg of the Board of Supervisors of the County of Contra Costa 17 00 184 EXHIBIT A COUNTY OF CONTRA COSTA, CALIFORNIA .. .. . 1984-1985 •.SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTE No. $100, 000 Date: July 1, 1984 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to , or registered assigns, on the first day of 1985, unless this Note shall have been called for redemption and payment of the redemption price shall have been duly made or provided for, upon presentation and surrender hereof, the principal sum of ONE HUNDRED THOUSAND Dollars ($100, 000, 000) and to pay interest on the balance of said principal sum from time to time remaining unpaid from and including the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless this Note is authenticated as of a day that is an Interest Payment Date or prior to July 1984, in which case it shall bear interest from such .. Interest Payment Date or from the date of initial authentication and delivery of the Notes (hereinafter defined) ; provided, however, that if at the time of registration of this Note, interest is in default on this Note, such Note shall bear- interest from the Interest Payment Date to which interest has previously been paid or from the date of initial authentication and delivery of the Notes if no interest has been paid hereon, until the principal hereof shall have become due. Interest, computed on a 365-day year basis and actual days elapsed, is payable on July 11, 1984, and on each Wednesday thereafter or if such day is not a Business Day, the next succeeding Business Day (each . hereinafter referred to as an "Interest Payment Date" ) and at maturity ( and accrued to each such date) , at the Initial Rate to and including July 1984 and then at an Adjusted Rate all as more fully described below, in like lawful money of the United States of America until payment in full of said principal sum. Into-rest paid on an Interest Payment Date shall be paid by check or draft mailed or delivered to the person in whose name this Note is registered at 10: 00 a.m. , New York City time, on such Interest Payment Date. The pr TICipal of this Note shall be payable only co the registered owner hereof upon surrender of this Noi_e as the same shall fall due at maCurity or upon redemption at the principal office of Bank"merica Trust Company of New York, as Paying Accent, in New York, New York. No interest shall be 0® 185 payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. The Initial Rate shall be . % per.. annum.. Thereafter the interest rate may be adjusted, effective on each- Interest Payment `Date, to an Adjusted Rate. An Adjusted Rate, effective on a Interest Payment Date for the Period commencing on such Interest Payment Date to and including the day immediately preceding the next Interest Payment Date (an "Interest Period" ) , shall be a rate determined as follows: The Indexing Agent shall compute the Interest Index on July 2 , 1984 and, thereafter, on each Monday (or if such Monday is not a Business Day, the next succeeding Business Day) prior to each Interest Payment Date with respect to the Notes, and shall provide such Interest Index to the County and the Underwriter. On July _, 1984 and thereafter on each Interest Payment Date with respect to the Notes, the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Notes on the next succeeding Interest Payment Date at a price equal to one hundred per cent ( 100%) of the principal amount thereof, and the interest rate so determined shall be the interest rate for the Interest Period commencing on such Interest Payment Date; provided that the Adjusted Rate so determined shall not be more than one hundred ten per cent (110%) , nor less than ninety per cent, (90%) , of the Interest Index so provided and further provided that the Adjusted Rate shall not exceed the maximum interest rate permitted by law. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give written notice to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate on the day it is determined. Notwithstanding the foregoing, if the Underwriter named in the Agreement, as hereinafter defined, is no longer purchasing or remarketing the Notes, the interest rate from and after that date (as determined in accordance with the . Resolution hereinafter referred to) shall be eighty per cent (80%) of- the rate announced by Bank of America National Trust and Savings Association from time to time as its Reference Rate (the "Reference Rate" ) provided that such rate shall never exceed the maximum interest rate permitted by law. From and after the conversion of the interest rate to eighty per c:^rpt (80%) of the Reference Rate, all Notes are redee=mable :at 'che option of the County on not less than 14 days prior_ written notice thereof Co the Paying 1_.ger_t and the registered owners of all such Notes, all 2s more .fully provided in Section 3 (e) of the Resolution. A-2 00 186 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISION OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. At—the.. option .of..the .registered. owner. hereof, this Note will be purchased according to the terms and subject to the conditions of that certain Contract of Purchase and Dealer Remarketing Agreement, dated as of June 1984 (the "Agreement" ) , between the County and Bank of America National Trust and Savings Association (the "Bank" ) , on an Interest Payment Date by (i ) giving a telephonic notice to the Paying Agent prior to 10: 00 a.m. , New York City time on the Monday (or if such Monday is not a Business Day, the next succeeding Business Day) prior to an Interest Payment Date and (ii) delivery of this Note (with the form of notice attached hereto completed) to the Paying Agent prior to 10: 00 a.m. New York City time on such Interest Payment Date. THE OBLIGATION TO PURCHASE THIS NOTE AT THE OPTION OF THE REGISTERED OWNER HEREOF IS NOT AN OBLIGATION OF THE COUNTY BUT IS ONLY AN OBLIGATION OF THE BANK PURSUANT TO THE AGREEMENT. THE OBLIGATION OF THE BANK TO SO PURCHASE THIS NOTE IS NOT UNCONDITIONAL. IN THE EVENT THE BANK IS NOT OBLIGATED TO PURCHASE THIS NOTE THEN THERE IS NO OPTION OR OTHER RIGHT TO HAVE THIS NOTE PURCHASED. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra . .Costa .1984-1985 Short Term Optional Put Tax and Revenue Anticipation Notes (the "Notes" ) aggregating Sixty-Five Million Dollars ($65, 000, 000) in principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit presc-ribed by th.e Constitution- or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. TI-ne prinCipal ZJ c-unt of the Notes, i.oCi'+.hcr with the 'i nte'ro st thea-eon, :hal l be payable from 'i_axr income, reVt'X?lle, Cr:Sh rt CEiF%-5 and tither moneys which are received )' y the County for the Gc_neral fund of the County during or A­3 _ . 00 187 attributable to Fiscal Year 1984-1985 (the "Unrestricted Revenues" ) . As security for the payment of the principal of and interest on the Notes the County has pledged the following: the first $35, 000, 000 of Unrestricted Revenues ..: .re:c.eived ..in. the-accounting- period ending January -1.1; 1985; the first $5, 000, 000 of. Unrestricted Revenues.._rec.eived... in...the accounting period ending February 12, 1985 (plus the amount of any deficiency in the amount set aside during the accounting period ending January 11, 1985) ; the first $5, 000, 000 of Unrestricted Revenues received in the accounting period ending March 12, 1985 (plus the amount of any deficiency in the amount set aside during the accounting period ending February 12 , 1985 ) ; the first $5, 000, 000 of Unrestricted Revenues received in the accounting period ending April 11, 1985 (plus the amount of any deficiency in the amount set aside during the accounting period ending March 12, 1985) ; the first $15, 000, 000 of Unrestricted Revenues received in the accounting period ending May 13, 1985 (plus the amount of any deficiency in the amount set aside during the accounting period ending April 11, 1985) , together with an amount sufficient to pay interest then remaining to be paid on all Notes at maturity ( at an assumed Interest Rate of 107. per annum and net of estimated earnings on moneys in the Repayment Fund) . If such pledge is not fully funded by May 13, 1985, the County will take all action on its part required to obtain an Advance from The Long-Term Credit Bank of Japan, Ltd. , subject to the terms of, and pursuant to, a Credit Agreement dated as of July 1, 1984, . which Advance shall be in an amount (up to $6x, xxx,xxx) which, together with amounts on deposit in the Repayment Fund (as defined in the Resolution) and estimated with earnings on the moneys in the Repayment Fund through the maturity date of the Notes, is .sufficient to pay the principal of and interest. (at an assumed rate of 10% per annum) at maturity on all Notes Outstanding. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon. shall have been signed by the Registrar. . IN WITNESS- WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersioned by the A-4 - 00 188 the facsimile signature of the Clerk of the Board of Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all as of July 1, 1984. ' 'COUNTY OF CONTRA COSTA By County Treasurer-Tax Collector ( Seal) Countersigned: Clerk of the Board of Supervisors CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within mentioned Resolution and is one of the 1984-1985 Short -Term ,.Optional Put Tax and Revenue Anticipation Notes of the County of Contra Costa. Date of Authentication: BANKAMERICA TRUST COMPANY OF NEW .YORK, as Paying Agent By Authorized Officer A-5 EXHIBIT B* To: BankAmerica Trust...Compan.y of New York 40 Broad Street New York, New York 10015 ELECTION NOTICE The undersigned, , [name of holder] the registered owner (the "Holder" ) of County of Contra Costa, California 1984-1985 Short Term Optional Put Tax and Revenue Anticipation Note( s) (the "Notes" ) , is the Holder of, and hereby notifies BankAmerica Trust Company of New York (the "Paying Agent" ) of its election to have, this Note purchased on _ which is an Interest Payment Date ( as defined in the hereinafter mentioned Resolution) , and demands payment of the principal of this Note, and interest accrued hereon, all as provided in a resolution of the Board of Supervisors of the .County of Contra Costa, California authorizing the issuance of the Notes ( "Resolution" ) . The undersigned acknowledges that unless such Note is delivered to the Paying Agent prior to 10: 00 a.m. -New York City time, on such date, such Note will not be purchased on such date. The undersigned understands that (a) the obligation to purchase the Note is not an obligation of the County of Contra Costa, but is only an obligation of Bank of America National Trust and Savings Association (the "Bank" ) pursuant to the Agreement referred to in the Resolution and (b) the obligation of the Bank to so purchase Notes is not unconditional . In the event the Bank is not obligated to purchase Notes then the holder has no right to have this Note purchased. Name of Registered Owner** Dated: _ By -- ----- - --- ---- -- --Authorized Signature To be printed on reverse side of Note. X* Type or print name ef.zci::l`1 - s it appears on tie Note being tendered .for pi..--chase. 00 190 EXHIBIT C COUNTY OF CONTRA COSTA FISCAL AGENCY AGREEMENT FOR 1984-85 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES (STOP NOTES) THIS AGREEMENT is dated for convenience as of the first day of July, 1984, between the County of Contra Costa herein called "County" and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, herein called "Bank." WITNESSETH: WHEREAS, the County has authorized and provided for the issuance of $65,000,000 principal amount of its 1984-85 Short Term Optional Put Tax and Revenue Anticipation Notes, herein called the "Notes", and wishes_ ; Bank to act as Fiscal Agent with respect to the Notes. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: 1. Not later than July 3, 1984 Bank will establish at its principal office in San Francisco a special fund designated the 01984-1985 Short Term Optional Put Tax and Revenue Anticipation Note Repa3niient Fund" (the "Repay-ment Fund") in accordance with the provisions of the Resolution of Issuance adopted by the County on June 26, 1984 relating to the Notes (the "Nate Resolution") . The County will deposit, at the times and in the ariounts re:auired by tine Note Resolution, with the principal office of Bank in San Francisco the Pledged Revenues as defined iit the Note Resolution for deposit in the Repayrn-nt Fund. 0 0 2. Bank will transfer from the Repayment p yment Fund to BankAmerica Trust Company of New York in New York, New York, Paying Agent for the Notes., sufficient funds from the Repayment Fund 'for payment of principal of and interest on the Notes at maturity. Such transfer shall be made by Bank in immediately available funds on or before the maturity date of the Notes. Any balance remaining in the Repayment Fund following such transfer shall be remitted by Bank to the County. 3. Investment of funds in the Repayment Fund shall be made in accordance with the provisions of the Note Resolution. 4. The County will deliver to Bank, not later than September 1, 1984 the following documents: (1) One Specimen Note of each series; (2) One Note Resolution; and (3) One Note Legal Opinion. 5. The Bank's fee for its services pursuant to this Agreement shall be $ The Fiscal Agent will submit its statement for such fee to the Public Finance Department of Bank not later than July 3, 1984, and within 45 days of receipt of such statement the Public Finance Department shall pay the Fiscal Agent the amount of such statement. 5. All notices, docu •"ilts and other will be ina-iled or delivered to P:Ink at Bank of r:ierica, Corporate Agency Division, 201 Mission `street, 15th Flour, San Francisco, Cali F ornia a:lid to Ccuni-y all625 Court R0017.1700, •iartinez, _ 2 _ 00 192 ' < California 94553, Attention: Alfred P. Lomeli, Treasurer-Tax Collector, or to such other address as either party shall from time to ...time-ind.i.cate.. in..writing...to the other.. The terms and conditions of this Agreement are intended for the mutual benefit of County and Bank exclusively, and are not intended to give any third party any.right or claim, contractual or otherwise, hereunder. IN WITNESS WHEREOF, the parties have caused these presents to be duly executed, as of the day and year first above written. County of Contra Costa By Treasurer-Tax Collector Concurrence: BANK OF AMERICA NATIONAL TRUST BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AND SAVINGS ASSOCIATION Public Finance Department By By 3 - 00 193 $65,000,000 COUNTY OF CONTRA COSTA 1984-85 SHORT TERM OPTION PUT TAX AND REVENUE ANTICIPATION NOTES CONTRACT OF PURCHASE AND DEALER REMARKETING AGREEMENT June 26, 1984 County of Contra Costa, California County Administration Building 651 Pine Street Martinez, California 94553 ATTENTION: Alfred P. Lomeli , Treasurer—Tax Collector Ladies and Gentlemen: The undersigned (the "Bank") offers to enter into this Contract of Purchase and Dealer Remarketing Agreement ("Contract of Purchase") with the County of Contra Costa, California (the "Issuer") . This offer is made subject to written acceptance by the Issuer prior to July 2, 1984, and, upon such acceptance, this Contract of Purchase will be binding upon the Issuer and the Bank. 1 . (A) Purchase and Sale of the Notes . Upon the terms and conditions and in reliance upon the representations , warranties and agreements herein set -forth, the Bank hereby agrees to purchase from the Issuer for reoffering to the public, and the Issuer hereby agrees to sell to the Bank for such purpose, all (but not less than all ) of the Issuer' s 1984-85 Short Term Optional Put Tax and Revenue Anticipation Notes (the "Notes") issued on the -1- 00 1. 94 Issue Date, as defined below, in the aggregate principal amount of $65,000,000. The aggregate purchase price to be paid by the Bank for the Notes shall be the principal amount thereof less a discount of $ , plus accrued interest, if any. The obligation of the Bank to purchase Notes as stated in this Section 1 shall only be applicable to Notes issued on the Issue Date. "Issue Date" means the date on which the Issuer issues Notes pursuant to the Resolution, defined below. The Bank' s obligations with respect to remarketing and positioning of certain of the Notes are set forth in Sections 6 and 7 herein, respectively. (B) Delivered to you herewith is a certified or cashier' s check payable to the order of the Issuer in the sum of $50,000 as a good-faith deposit for the performance by the Bank of its obligation to accept and pay for the Notes at the Closing in accordance with the provisions of this Contract of Purchase. In the event the Issuer does not accept this offer, such check shall be immediately returned to the Bank. If the Issuer accepts this offer, the Issuer may cash such check and invest the proceeds thereof for the Issuer's account. In the event of the Issuer' s inability to deliver the Notes at the Closing, as defined below, or if the Issuer shall be unable to satisfy the conditions to the Bank' s obligation to purchase the Notes at the Closing (unless such conditions are waived by the Bank) , or if the Bank' s obligation to purchase the Notes at the Closing shall be terminated for any other reason permitted herein, the Issuer shall forthwith reimburse to the Bank the amount of the good faith check and such reimbursement shall -2- 00 195 S constitute a full release and discharge of all claims by the Bank against the z Issuer arising out of the transactions contemplated hereby, except for the a obligations of the Issuer under Section 15. In the event that the Bank fails 1 (other than for a reason permitted herein) to accept and pay for the Notes at the Closing. as herein provided, the proceeds of such check shall be retained by the Issuer as liquidated damages for such failure and for any defaults hereunder on the Bank' s part and shall constitute a full release and discharge of all claims by the issuer against the Bank, except for the obligations of 4 the Bank under Section 15. 2. The Notes. The Notes shall be dated as of July 1 , 1984, shall a mature 56 weeks from the Wednesday immediately succeeding the date of original issuance and delivery thereof, and shall otherwise be as described in, and shall be issued and secured pursuant to the provisions of Resolution No. 9 y 84- of the Issuer adopted on June 26, 1984 (the "Resolution") , and , 1 Article 7.6, Chapter 4, Part 1 , Division 2, Title 5 (commencing with Section 1 53850) of the California Government Code (the "Act") . The Notes shall be issued in registered form The registered owners of the Notes shall have the right to demand repurchase of such Notes by the Bank effective at the end of each 7-day Interest Period (as defined in the Resolution) commencing on the first Interest Payment Date (as defined in the Resolution). The Notes shall bear interest for their initial Interest Period at therate of % per annum. For subsequent Interest Periods, the Notes shall bear interest at rates determined in accordance with the Resolution. The Notes will be issued a 9 f Z -3- f ' 3 in the denomination of $100,000 each, and registered in such names as shall be designated by the Bank to the Issuer not less than five business days before the Issue Date. 3. Use of Documents. The Issuer hereby authorizes the Bank to use, in connection with the offer, sale and remarketing of the Notes, a preliminary official statement, an official statement and, in conjunction with remarketing, any subsequent offering memorandum, all in a form to be jointly approved by the Issuer and the Bank, this Contract of Purchase, the Resolution and all. information contained herein and therein and all other documents , certificates or statements furnished by the Issuer to the Bank in connection with the transactions contemplated by this Contract of Purchase. The preliminary official statement, the official statement, and all appendices thereto, as the same may from time to time be amended or supplemented with the consent of the Bank up to the time of Closing, are referred to in this Contract of Purchase collectively as the "Official Statement," and each offering memorandum, as amended 'or supplemented, is referred to in this Contract of Purchase as the "Offering Memorandum. " 4. Public Offering of the Notes. The Bank agrees to make a bona fide public offering of the Notes initially and for each subsequent remarketing period at the applicable interest rate determined in accordance with the Resolution. -4- 00 19':' i M K 5. Closing. At 11 :00 a.m. , Eastern Daylight Time, on July 3, 1984, :s or at such other time and on such other date as shall have been mutually agreed upon by the Issuer and. the Bank (the "Closing") , the Issuer will deliver to the Bank, in New York, New York, printed certificates representing the Notes in definitive form executed in accordance with the terms of the Resolution, together with the other documents hereinafter mentioned; and the { Bank will accept such delivery" and pay the purchase price thereof in i 3 immediately available funds to the order of the Issuer. 6. Bank to Act as Remarketing Agent. (A) Subject to the terms and conditions of this Contract of Purchase, the Bank agrees to act as Remarketing Agent for the Notes and to fully erform the duties imposed on it by the_ Resolution. For each Interest Period as provided in the Resolution, the Bank will establish the interest rate applicable to such Interest Period in i accordance with the Resolution, and cause the same to be disseminated on 'the Muni Facts Wire. The Bank will use its best efforts to sell at par Notes tendered to it in accordance with the Resolution. The Bank agrees to advance to the Paying Agent for the Notes not later than 10:00 a.m. , New York City time, immediately available funds equal to the principal of the Notes tendered for repurchase in accordance with the Resolution. The obligations of the Bank under this Section shall be subject to the conditions applicable to such obligations set forth in this Contract of Purchase. (B) As compensation for the services of the Bank as Remarketing Agent, the Issuer shall pay to the Bank a fee of $ at the Closing. -5- 00 19S 7. Purchase of Notes by Bank. If by 12:30 p.m. on the first day of a new Interest Period, the Bank has not been able to sell Notes tendered in accordance with the Resolution, the Bank shall purchase at par for its inventory such Notes which have not been sold. Such Notes shall bear interest at the applicable interest rate determined in accordance with the Resolution. The Bank' s obligation to purchase such Notes for its inventory shall be subject to the conditions applicable to such obligation set forth in this Contract of Purchase. 8. Representations, Warranties and Agreements of the Issuer. The Issuer hereby represents, warrants and agrees with the Bank that: (A) The Issuer is a political subdivision of the State of California (the "State") duly organized and validly existing under the laws thereof, and has all requisite power and authority to conduct is business. and to execute, deliver and perform all of its obligations under this Contract of Purchase and under the Credit Agreement to be entered into between the Issuer and the Long-Term Credit Bank of Japan, Ltd. as contemplated by the Resolution (the "Credit Agreement") . (B) (i ) At or prior to the Closing, the Issuer will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes; (ii ) the Issuer has full legal right, power and authority to enter into this Contract of Purchase and the Credit Agreement and to adopt the Resolution and full legal right, power and authority to issue and deliver the -6- n Notes to the Bank and to perform its obligations under each such document or instrument, and to carry out and effectuate the transactions contemplated by this Contract of Purchase, the Credit Agreement and the Resolution; (iii ) the i execution and delivery or adoption of, and the performance by the Issuer of r the obligations contained in, the Notes , the Resolution, the Credit Agreement and this Contract of Purchase have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; Civ) this Contract of Purchase^and the Credit Agreement have each been duly executed and delivered and constitutes the valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with its terms. except that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and by application of general i principles of equity; and (v) the Issuer has duly authorized the consummation by it of all transactions contemplated by this Contract of Purchase or the i Credit Agreement. (C) No consent, approval , authorization, license, order, filing, registration, qualification, election or referendum, of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated therein or hereby, except for such actions as may be necessary to be taken to qualify the Notes for offer and sale under the Blue Sky or other securities laws and 00 199 . . regulations of such states and jurisdictions of the United States as the Bank may designate. (D) All Notes will be issued only under and within the limits of the Act, and, as such, are general obligations of the Issuer, but payable only out of certain taxes,. income, revenue, cash receipts and other moneys to be received by the Issuer during, or attributable to, fiscal year 1984-85 and legally available for the payment thereof (the "1984-85 Revenues") . Under the Resolution certain moneys are pledged to payment of the Notes (the "Pledged Revenues") and such pledge constitutes a first lien on the Pledged Revenues. (E) The issuance of the Notes , the execution, delivery and performance of this Contract of Purchase, the Credit Agreement, the Resolution and the Notes, and compliance with the provisions hereof and thereof do not conflict with or constitute on the part of the Issuer a violation of or default under, the Constitution of the State or any existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the Issuer is a party or by which it is bound or to which it is subject. (F) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before any court or public body, pending or (to the knowledge of the Issuer) threatened against the Issuer: (i ) in any way affecting the existence of the Issuer or in any way challenging the -8- 00 200 respective powers of the several offices of the Issuer or the titles of the officials of the Issuer to such offices; or (ii ) seeking to restrain or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of the sale of the Notes, or the collection of revenues or assets of the Issuer pledged or to be pledged or available to pay the principal of and interest on the .Notes, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Notes, this Contract of Purchase, the Credit Agreement or the Resolution, or contesting the powers of the Issuer or its authority with respect to the Notes, the Resolution, the Credit Agreement or this Contract of Purchase; or ( iii ) in which a final adverse decision could (a) materially and adversely affect the operations of the Issuer or the consummation of the transactions contemplated by this Contract of Purchase, the Credit Agreement or the Resolution, (b) declare this Contract of Purchase or the Credit Agreement to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exemption of the interest paid on the Notes from applicable Federal and State income taxation. (G) The audited balance sheet of the Issuer as of June 30, 1983 and the related statements of revenues, expenditures and changes in financial position for the fiscal year ended on such date, as set forth in the Official Statement, are true, complete and correct and fairly present the financial condition of the Issuer as of such date and the results of its operations for such fiscal year. There has been no material adverse change in the financial condition of the Issuer since June 30, 1983 except as described in the Official Statement. The Official Statement, as of its date, does not contain -9- 00 201 C r• any untrue statement of material fact or omit to state any material fact b necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however, that this Arepresentation does not apply to any information furnished by the Bank in I s a writing specifically for inclusion in the Official Statement. t (H) Between the date hereof and the Closing, without the prior A written consent of the Bank, the Issuer will not have issued any bonds , notes x or other obligations for borrowed money except for such borrowings as may be I described in or contemplated by the Official Statement. 3 (I) The Issuer has not been notified of any listing or proposed 1 s listing by the Internal Revenue Service to the effect that the Issuer is a bond issuer whose arbitrage certificates may not be relied upon. i u (J) Any certificates signed by any official of the Issuer and delivered to the Bank shall be deemed a representation and warranty by the Issuer to the Bank as to the statements made therein but not of the person signing the same. Y. If 9. Covenants of the Issuer. The Issuer covenants and agrees with the Bank that: (A). The Issuer will punctually pay or cause to be paid the principal of and interest on the Notes in strict conformity with the terms of _10- 00 202 the Resolution and the Notes and it will faithfully observe and perform all of the conditions, covenants and requirements of the Notes , the Resolution, the _ Credit Agreement and this Contract of Purchase. The Issuer shall pay, when due, all principal of and interest on the Notes. (B) The Issuer will not incur any indebtedness for money . borrowed which may or must be repaid from the 1984-85 Revenues except to the extent that the aggregate amount of the Notes and all such other indebtedness is within the limits required by law and except to the extent that the incurrence of such other indebtedness will not materially and adversely affect the pledge of the Pledged Revenues. If by May 13,_ 1985 there has not been deposited in the Repayment Fund created by the Resolution the full amount required to be deposited therein by Section 6(a) of the Resolution, the Issuer will obtain the Advance pursuant to the Credit Agreement as contemplated by Section 14 of the Resolution. (C) The Issuer will furnish such information, execute such instruments, and take such other action in cooperation with the Bank if and as the Bank may reasonably request in order (i ) to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Bank may designate and (ii) to determine the eligibility of the Notes for investment under the laws of such states and other jurisdictions, and will , if requested by the Bank, use its best efforts to continue such qualifications in effect so long as required for distribution and remarketing of the Notes. -11- 00 203 (D) The Issuer will promptly give written notice to the Bank of the occurrence of any Event of Default referred to in Section 10, or any event which, upon a lapse of time or notice or both, would become an Event of Default. Further, the Issuer will promptly give written notice to the Bank of any information obtained by the Issuer regarding pending, proposed or completed action by the United States government or any of its agencies or instrumentalities or by the government of the State or any of its agencies or instrumentalities which, in the reasonable judgment of the Issuer, could result in a reduction in revenues by ten percent (10%) or more below those shown in the adopted budget of the Issuer for fiscal year 1984-85 heretofore delivered to the Bank and further will promptly give notice to the Bank of any pending or threatened litigation which, in the reasonable opinion of the Issuer, could materially and adversely affect the ability of the Issuer to repay the Notes or any indebtedness permitted under this Contract of Purchase. The Issuer will consult from time to time with the Bank when requested by the Bank, and furnish such additional information as the Bank may reasonably request, in order to keep the Official Statement or Offering Memorandum current. (E) The Issuer will maintain adequate books , accounts and records in accordance with generally accepted accounting principles and practices consistently applied, and permit employees or agents of the Bank at any reasonably time to examine its books , accounts and records and make copies and memoranda thereof. -12- 00 204 (F) The Issuer will deliver to the Bank in form and detail satisfactory to the Bank: ( i ) as soon as available after the close of each month of its fiscal year, a cash flow statement of the Issuer which shall contain actual monthly results for the fiscal year to date and estimated monthly results for the balance of the fiscal year; ( ii ) all documents , certificates and other written information prepared by the Issuer for its Board of Supervisors relating to its budget, the Notes and any proposed or actual financings; and (iii ) such other existing statements, budgets, forecasts and reports as the Bank may reasonably request. (G) The Issuer will apply the proceeds from the sale of the Notes for the purposes specified in the Resolution. (H) The Issuer will not modify or amend the Resolution or the fiscal agency agreement established to segregate the Pledged Revenues for repayment of the Notes (the "Fiscal Agency Agreement") , copies of which have heretofore been delivered to the Bank, without the prior written consent of the Bank. (I) The Issuer will take no action'or fail to take any action with respect to investment of proceeds of the Notes or in any other respect which will result in constituting the Notes as "arbitrage bonds" within the meaning of that term as used in Section 103(c) of the Internal Revenue Code or which would violate any Treasury Regulations thereunder. -13- 00' 205 10. Events of Default. The following constitute Events of Default under this Contract of Purchase: (A) If default shall be made in the due and punctual payment of principal of the Notes by the County when and as the same shall become due and payable; (B) If default shall be made in the due and punctual payment of interest on the Notes by the County when and .as the same shall become due and payable and such default shall continue uncured for two (2) BusinessDays (as defined in the Resolution) ; or (C) If the Issuer shall file any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors; ' then, and in any such event, the Bank may, by notice to the Issuer, declare the obligations of the Bank under this Contract of Purchase to be terminated, whereupon the obligations of the Bank shall immediately terminate. If the Bank holds any of the outstanding Notes in its inventory at such time, it may exercise such rights and remedies as are provided to all other owners of Notes under the Resolution, it being intended and agreed that the rights and remedies provided for in the Resolution are cumulative of and in addition to the provisions of this Section. -14- 00 208 i .S t 11 . Conditions to Obligations of Bank at Closing. The Bank has entered into this Contract of Purchase in reliance upon the representations 1 and warranties of the Issuer contained herein and the performance by the Issuer of its obligations hereunder, as of the date hereof and as of the S Closing. The obligation of the Bank to purchase the Notes at the Closing is and shall be subject, at the option .of the Bank, to the following further 's conditions: a — `r, (A) The representations and warranties of the Issuer contained i herein shall be true, complete and correct in all material respects at the s date hereof and at and as of the Closing, as is made at and as of the Closing, and the statements made in all certificates and other documents delivered to 1 the Bank at the Closing and otherwise pursuant hereto shall be true, complete aand correctin all material respects at and as of the Closing; and there shall not have occurred any Event of Default or any event which, with the lapse. of 9 time or notice or both, would constitute an Event of Default under. this Contract of Purchase; (B) At and as of the Closing (i ) the Resolution, the Credit s Agreement and the Fiscal Agency Agreement shall be in full force and effect I I and shall not have been amended, modified or supplemented except as may have i been agreed to in writing by. the Bank; ( ii ) all actions under the Act which, in the opinion of Bond Counsel , shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii ) the Issuer shall perform or have performed -15- 00 '207 all of its obligations required under or specified in the Resolution, the Credit Agreement or this Contract of Purchase to be performed at or prior to the Closing; (C) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or public body, pending or (to the knowledge of the Issuer) threatened against the Issuer which has any of the effects described in paragraph (F) of Section 8 hereof or contesting in any way the completeness or accuracy of. the Official Statement; (D) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, shall have been issued or made with the purpose or effect of prohibiting the issuance, offering, sale or remarketing of the Notes as contemplated hereby and no legislation shall have been enacted, or a bill favorably reported for adoption, or a decision by a court established under Article III of the Constitution of the United States rendered, or a ruling, regulation, proposed regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of othe subject matter shall be made or issued, to the effects that the Notes or any other securities of the Issuer or of any similar body of the type contemplated herein are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or of the Trust Indenture Act of 1939, as amended and as then in effect; and -16- (E) At or prior to the Closing, the Bank shall have received three copies of the following documents in each case dated at and as of the Closing and satisfactory in form and substance to the Bank: (1 ) An approving opinion of Bond Counsel , as to the Notes , addressed to the Issuer and the Bank; (2) A supplemental opinion of Bond Counsel , addressed to the Bank, to the effect that: ( i ) This Contract of Purchase, the Credit Agreement and the Fiscal Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute the valid and legally binding obligation of the Issuer enforceable against the Issuer in accordance with their respective terms, except. that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws in effect from time to time affecting the rights of creditors generally and by application of general principles of equity; (ii ) The statements contained in the Official Statement under the captions "The STOP Notes," "Legal Opinions," "Legality for Investment in California" and "Constitutional Limitations on Taxes and Appropriations," insofar as such statements purport to summarize the Notes, the Resolution, the Credit Agreement and the Act, present a fair and accurate summary thereof for the purpose of use in the Official Statement; and nn ( iii ) The refund obligations under the currently proposed amendment to Article XIIIA of the State Constitution to be voted on November 6, 1984 if such proposed amendment is enacted into law will not have priority over payment of the Notes and from and after the date of deposit of the Pledged Revenues under the Fiscal Agency Agreement, such Pledged Revenues will be subject to a .prior lien in favor of the owners of the Notes: (3) A certificate signed by an appropriate official of the Issuer to the effect that ( i ) the representations, warranties and agreements of the Issuer herein are true, complete and correct in .all material respects as of the date made and as of the Closing; (ii ) the Issuer has performed all its obligations required under or specified in the Resolution, the Credit Agreement and this Contract of Purchase to be performed at or prior to the Closing; (iii ) there is no action, suit proceeding, inquiry or investigation, at law. or in equity, before or by any court or public body, pending, or to his or her knowledge, threatened against the Issuer, which has any of the effects described in paragraph (F) of Section 8 hereof or contesting in any way the completeness or accuracy of the Official Statement (but in lieu of or in conjunction with such certification the Bank may, in its sole discretion, accept certificates or opinions of Counsel to the Issuer or Bond Counsel , that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein are without merit) ; (iv) such official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state any material -18- 00 210 fact necessary to make the statements therein, in light of the circumstance under which they were made, not misleading; and (v) no Event of Default i ti exists, or with the lapse of time or notice or both, would exist, under this Contract of Purchase; (4) An arbitrage certificate of the Issuer, in form and r substance satisfactory to Bond Counsel , signed by an appropriate official of f the Issuer; (5) Evidence satisfactory to the Bank that at and as of 3 the Closing the Notes have the same ratings, if any, from Moody' s Investors Services, Inc. , and Standard & Poor' s Corporation as were used on the date of pricing to determine the interest rate for the Notes ; 4 a •i (6) A certificate, together with a fully executed copy of the Resolution, of the Clerk of the Board of Supervisors of the Issuer to the t effect that: s s (i ) such copy is a true and correct copy of the Resolution; and s to (ii ) the Resolution was duly adopted and has not been modified, amended, rescinded or revoked and is in full force and effect at and as of the Closing;and I -19- 00 211 (7) A fully executed copy of the Credit Agreement. (8) An opinion of counsel for the Long-Term Credit Bank of Japan, Ltd. , addressed to the Bank, to the effect that: ( i ) The Long-Term Credit Bank of Japan, Ltd. is a banking corporation duly organized and validly existing under the laws of Japan and authorized to operate as a non-depository agency under the laws of the States of California and New York, with full corporate power and authority to enter into and carry out its obligations under the Credit Agreement; and ( ii ) The Credit Agreement has been duly authorized, executed and delivered by the Long-Term Credit Bank of Japan, Ltd. and constitutes the valid and legally binding obligation of said bank enforceable against said bank in accordance with its terms, except that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws in effect from time to time affecting the rights of creditors generally and by application of general .principles of equity. /E) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bank or Bond Counsel may reasonably request to evidence compliance by the Issuer with legal requirements, the truth and accuracy, at and as of the .Closing, of the representations, warranties and agreements -of the Issuer herein contained and the statements contained in the Official Statement, and the due performance -ZO- 00 212 and satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer, provided that Bond Counsel shall not be required to render an opinion as to the truth and accuracy of the representations, warranties and agreements of the Issuer contained herein or of the statements contained in the Official Statement except as set forth in subparagraph (E)(2) of this Section. 12. Conditions to Obligations of Bank under Section 6 and 7. The obligations of the Bank under Sections 6 and 7 of this Contract of Purchase are and shall be subject, at the option of the Bank, to the condition as of the commencement of each new Interest Period that no Event of Default exists under this Contract of Purchase. 13. Termination of Obligations of Bank. If the Isuer shall be unable to satisfy the conditions set forth in Section 11 to the obligations of the Bank contained in this Contract of Purchase, the obligations of the Bank under this Contract of Purchase may be terminated by the Bank by notice to the Issuer at, or at any time prior to, the Closing. If the Issuer shall be Unable to satisfy the conditions set forth in Section 12 to the obligations of the Bank contained in this Contract of Purchase, the obligations of the Bank under this Contract of Purchase may be terminated by the Bank in accordance with Section 10. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Bank may be waived by the Bank in writing in its sole discretion. -21- 00 213 The Bank shall also have the right to terminate, in its sole discretion, its obligations under this Contract of Purchase, by notice to the Issuer at, or at any time prior to, the Closing, if between the date hereof and the Closing: ( i ) any event occurs or information becomes known, which, in the reasonable professional judgment of the Bank, makes untrue any statement of a material fact set forth in the Official Statement or results in. an. omission to state a material fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading; (ii ) the market for the Notes or the market price of the Notes or the ability of the Bank .to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Bank, by (a) legislation enacted by the Congress of the United States, or passed by either House of Congress, or favorably reported for passage to either House of Congress by any Committee of such. House to which such legislation has been referred for consideration, or by the legislature of the State, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or a ruling, order, or regulation (final , temporary or proposed) made by the Treasury Department of the United States or the Internal Revenue Service or other Federal or State authority, which would have the effect of changing, directly or indirectly, the Federal income tax consequences or State income tax consequences of interest on obligations of the general character of the Notes in the hands of the holders thereof, or (b) any new outbreak of hostilities or other national or international calamity or crisis , the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the reasonable -22- 00 214 y i professional judgment of the Bank, would affect materially and adversely the ability of the Bank to market the Notes, or (c) a general suspension of trading on the New York Stock Exchange, or fixing of minimum or maximum prices A for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of z the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (d) a general banking moratorium declared by either Federal or State or New York authorities having jurisdiction; or (iii ) additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally s by any governmental authority or by any national securities exchange which, in the reasonable professional judgment of the Bank, materially and adversely ' affect the market price for the Notes. The arrangements and agreements contained herein shall terminate i automatically upon the payment in full of the Notes and may not be sooner terminated except as otherwise specifically provided in this Contract of Purchase. The agreements of the Issuer to indemnify the Bank and to pay i j expenses and compensate the Bank as provided elsewhere in this Contract of Purchase shall survive termination of this Contract of Purchase. i 14. Conditions to Obligations of the Issuer. The performance by the Issuer of its obligations under this Contract of Purchase with respect to issuance, sale and delivery of the Notes to the Bank is conditioned upon (i ) the performance by the Bank of its obligations hereunder; and (ii ) receipt -23- 00 2�5. by the Issuer and the Bank of opinions and certificates being delivered at or prior to the Closing by persons and entities other than the Issuer. 15. Expenses. (A) Unless the obligations of the Bank under this Contract of Purchase are terminated by the Bank at or prior to the Closing for any reason permitted by this Contract of Purchase, the Bank shall pay all expenses incident to the performance of the Issuer' s obligations hereunder (other than the fees and expenses of Bond Counsel and of the Long-Term Credit Bank of Japan, Ltd.) , the purchase price for the Notes to the Bank having been adjusted accordingly, including but not limited to the following: (i ) the cost of the reproduction of the Resolution; (ii) the cost of the preparation, printing and delivery of the Notes; (iii ) the fees, if any, for Note ratings , (iv) the cost of printing and distribution of the Official Statement, (v) any costs or expenses incurred with any signature company incident to signing the Notes; (vi ) the fees payable to the California Debt Advisory Commission; (vii ) costs of preparation and reproduction of this Contract of Purchase; (viii ) initial issuing and paying agent and fiscal agent costs and fees- and k(ix) all other costs associated with the issuance of the Notes including/,l but not limited to, out .of state travel and related expenses of the Bank and officials of the Issuer. (B) If the obligations of the Bank under this Contract of Purchase are terminated by the Bank at or prior to the Closing for any reason permitted by this Contract of Purchase, the Issuer shall pay all the expenses referred to in paragraph (A) of this Section. -24- ao 216 (C) The Bank shall pay all expenses relating to the remarketing of the Notes, the purchase price for the Notes to the Bank having been adjusted accordingly. (D) The Issuer shall pay all legal expenses of the Bank incurred by reason of any Event of Default or any subsequent "work out" or by reason of any litigation between the Bank and the Issuer regarding this Contract of Purchase in which there is an adverse legal determination against the Issuer. 16. Interest Rate and Redemption in Event of Termination. In the event the obligations of the Bank under this Contract of Purchase are terminated by the Bank for any reason permitted by this Contract of Purchase, the Notes shall bear interest at an annual rate equal to 80% of the "Reference Rate" of the Bank, as in .effect from time to time, but not greater than . maximum legal interest rate, from and after the effective date of such termination. In the event of such termination, the Issuer shall have the right to redeem all of the Notes at par plus accrued interest to the. date of redemption in accordance with the Resolution. 17. Documentation. The Issuer agres that the information furnished to the Bank in accordance with this Contract of Purchase may be used by the Bank to prepare, and revise from time to time as it deems necessary, Offering Memoranda for purposes of remarketing the Notes. For such purpose, the Issuer further agrees that the Bank may use any other information furnished by the -?5- 00 217 Issuer to the Bank from time to time for such purpose. The Bank will provide i r the Issuer with a copy of each Offering Memorandum at least three business days prior to its intended use. s 18. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank and to hold the Bank harmless against any 1055 , i damage, claim, liability or expense (including reasonable cost of defense) arising out of or based upon any allegation that, in connection with the sale and remarketing of the Notes, the Official Statement included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for statements based upon s information furnished in writing by the Bank. 19. Notices. Any notice or other communication to be given under i this Contract of Purchase (other than the acceptance hereof as specified in I the first paragraph hereof) shall be given by telephone or telex, confirmed in I writing, or by delivering the same in writing, if to the Issuer to Alfred P. I Lomeli , Treasurer-Tax Collector of Contra Costa County, and if to the Bank, to i Bank of America National Trust and Savings Association, 555 California Street, Tenth Floor, San Francisco, California 94104, Attention: Arnold F. Mazotti . 20. Parties in Interest; Survival of Representations and Warranties. This Contract of Purchase when accepted by the Issuer in writing as heretofore specified shall constitute the entire agreement the Issuer and -26- 0Q 2 ..5 r the Bank and is made solely for the benefit of the Issuer and the Bank (including their respective successors and assigns) . No other person shall acquire or have any right hereunder or by virtue hereof. All of the representations and warrantiesAof the Issuer in this Contract of Purchase shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Bank, (b) delivery of and payment by the Bank for the Notes hereunder, and (c) any termination of this Contract of Purchase. 21 . Execution in Counterparts. This Contract of Purchase may be executed in counterparts each of which shall be regarded as an original and all of which shall constitute one and the same document. 22. Applicable Law. This Contract of Purchase shall be interpreted under, governed by and enforced in accordance with the laws of the State. Very truly yours, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By The foregoing is hereby agreed to and accepted as of the date first above written: COUNTY OF CONTRA COSTA, CALIFORNIA By Treasurer-Tax Collector -27- 6/25/84 EXHIBIT E COUNTY OF CONTRA COSTA and THE LONG-TERM CREDIT BANK OF JAPAN, LTD. CREDIT AGREEMENT dated as of July 1, 1984 00 219 TABLE OF CONTENTS Article Page 1 . ........ .. . Definl.ti:ons . . . . . . . . . . . . ... . . . . . . . . 1 . 2 .. .. . ::.:The ..Cr.edit . . ... ... . . ... . ... . . . ... . . .. . ... . ,. . . . . . . 3 2 . 1 Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2 .2 Advance . . . . 4 2 . 3 Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2 . 4 Prepayment 4 2 . 5 Commitment Fee 5 3 . Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 . 1 To Obligations under Agreement . . . . . . . . . . 5 3 .2 To Making the Advance . . . . 6 4. Representations and Warranties . . . . . . . . . . . . . . . 6 4. 1 Representations and Warranties by Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4. 2 Representations and Warranties by Bank. . . 8 5 . Covenants . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 8 5 . 1 Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . 8 5 .2 Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . 9 5 . 3 Notices . . . . . . . . . . . . . . . . . . . . . . . 9 5 . 4 Accounting Records . . . . . . . . . . . . . . . . . . . . . . 9 5 . 5 Financial Statements; Other Documents . . . 9 5 ..6 Use. of Advance . . . . . . . . . . . . . . . . . . . . . . . . . 10 5 . 7 Resolution 10 5 . 8 Payment of Indebtedness 10 5 . 9 [ Intentionally omitted] . . . . . . . . . . . . . . . . . 10 5 . 10 Pledge of Revenues . . . . . . . . . . . . . . . . . . . . . . 10 5. 11 Additional Lien . . . . . . . . . . . . . . . . . . . . . . . . . 10 5 . 12 Additional Information . . . . . . . . . . . . . . . . . . 11 . .6. . .. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 7 . Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7 . 1 No Waiver; Cumulative Remedies . . . . . . . . . . 12 7 . 2 . Addresses for Notices, etc . . . . . . . . . . . . . . 12 7 . 3 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . 12 7 . 4 Execution in Counterparts . . . . . . . . . . . . . . . 13 7 . 5 Binding Effect; Assignment . . . . . . . . . . . . . . 13 7 . 6 Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7 . 7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 7 . 8 `7cver:'b41..i4-y of Provisions . . . . . . . . . . . . . . 13 7 . 9 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 7 . 10 C•:�1;r:;utations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1^Y Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 i 00 220 EXHIBITS A - Resolution B .-. .Promissory Note :C - "Cdlculation of Yield D, - Opinion of County Counsel E. .--,,Opinion of. ,Orrick, . .Herrington & Sutcliffe, A Professional Corporation F - Disbursement Request ii 00 221 CREDIT AGREEMENT This Agreement is entered into as of July 1, 1984, between the County of C .ntra .Co.s.ta, ...acting:by and -through the Board of .Supervisors . (."Borrower':'.) sand ,The Long-Term. .Cr.edi..t "Bank of 'Japan, "Ltd ( "Bank" ) , with respect to.. the„following: 1 . Definitions In addition to the terms defined elsewhere in this Agreement; the following terms have the meanings indicated for purposes of this Agreement: 1 . 1 "Advance” means a borrowing under the Credit. 1 .2 "Authorized Officer" means the Treasurer, and the Auditor-Controller, of the Borrower and any other Authorized Person as defined in the Resolution. 1 . 3 "Availability Date" means May 13, 1985 . 1 . 4 "Availability Period" means the period commencing on the Closing Date and ending at 5: 00 p.m. San Francisco time on the Term Date. 1 . 5 "Bank' s Office" means the principal office of .Bank at 707 Wilshire Boulevard, Suite 3700, Los Angeles, California 90017, Attention: Public Finance Group. 1 . 6 "Business Day" means the day on which banks in California and in New York City are not required or authorized to remain closed and on which the New York Stock Exchange is not closed. 1 . 7 "Contract" means the Contract of Purchase and Dealer Remarketing Agreement dated as of June _, 1984, between Borrower and Bank of America National Trust and Savings Association. 1 . 8 "Closing Date" means the business day preceding the First. Issue Date, or .such other date as may be agreed upon between Borrower and Pank; provided, however, in the event that neither of the credit ratings contemplated by paragraph (e) of Section 3 . 1 shall have been obtained by 5 : 00 p.m. , San Francisco time, on July 31, 1984, Bank will be relieved from all of its obligations hereunder, and this 2-greement shall be of no further .force or ei-c'_rect. 1 . 9 7Cred.it" means the credit described in Section 2 . 1 . 00 222 1. 1 . 10 "Event of Default" means any event listed in Article 6. 1 . 11 ."First Issue Date" means the date on which Borrower.,proposes ._.to. .:i.ssue :Negotiable Notes during: i-ts fiscal year ..ending.June . 30;.-.:1985:,:; as -.-specified. in .a .:.writ.ten-..notice to .the. Bank. given at least two .business..da.y.s .prior to the First Issue Date specified in such written notice. 1 . 12 "Law" means Article 7. 6 of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, as now in effect or as it may hereafter from time to time be supplemented or amended. 1 . 13 "Loan Documents" means this Agreement, the Contract, the Negotiable Notes, the Notes and the Resolution. 1 . 14 "Moody' s" means Moody' s Investors Service. 1 . 15 "Negotiable Notes" means the obligations defined in Section 2 of the Resolution as "Notes. " 1 . 16 "Notes" means the notes required under paragraph ( a) of Section 2 . 1 . 1 . 17 "Official Statement" means the Official 'Statement with respect to the Negotiable Notes, in the form delivered to the Bank concurrently with this Agreement. 1- 18 "Prime Rate" - means the rate which from time to time is announced by Bank as its "prime rate, " with any change in the Prime Rate to take effect at the opening of business on the day specified in the public announcementof a change in such prime rate. 1 . 19 "Promissory Note Repayment Fund" means the fund by that name established pursuant to paragraph (b) of Section 7 of the Resolution. 1 .20 "Repayment Fund" means the fund by that name established pursuant to paragraph (a) of Section 7 of the Resolution. 1 . 21 "Resolution" means -he resolution adopted by Borrower authorizing the issuance of the Negotiable Notes, a copy of which in substantially final form is attached as Exhibit A hereto. 1 .22 "Revenues" means all uncollected taxes, income, revenue, cash receipts and other moneys L, be received by the Borrower during the fiscal year ending 2 00 223 June 30, 1985, or attributable to such fiscal year, and lawfully available for payment of the Notes and the Negotiable Notes. 1 .23 "S&P" .means .-Standard .& .Po.or',s Corporation. 1 . 24 "Term Date" means 5:00 p.m. , San Francisco time on May 13, 1985,. or such other date as may be agreed upon between Borrower and Bank. 2 . The Credit 2 . 1 Commitment. (a) Bank agrees that, on the Availability Date, it will lend to Borrower, the unfunded portion of the pledge securing Negotiable Notes, as contemplated by paragraph (a) of Section 6 of the Resolution but not more .than $66, 100, 000. Each Advance shall be evidenced by a Note in favor of Bank in the form of Exhibit B hereto, executed on behalf of Borrower, as provided in the Resolution, dated the date of the Advance and maturing on July 31, 1985 . The amount of the Advances shall be the amount requested subject to the overall limits hereunder, and the principal amount of the Note evidencing the Advance shall be the amount of the Advance, increased or decreased, as the case may be, to produce a yield to the maturity of the .- related -Note (computed on the basis of a 360-day year and actual days elapsed and giving effect to the interest payable at maturity as reflected in the Note) , which is equal to the Prime Rate on the date of-the-Advance. Unless prepaid prior to the maturity date, on the maturity date each Note will be repaid in the principal amount thereof plus accrued interest thereon at the rate stated in the Note. (b) If the Prime Rate changes while any Note is outstanding, the outstanding Note will be prepaid on the date of such change pursuant to Section 2 . 4. (The Note to be so prepaid is herein called the "Prepaid Note" . ) A new Advance may concurrently be sought against delivery of a new Note ( to be dated the date of the new Advance and to mature on the same date as the Prepaid Note) , and the principal amount of the new Note shall be the amount of the Advance, increased or decreased, as the case may be, to produce a yield to maturity of the new Note (computed as provided above) equal to the new Prime Rate. Each prepayment shall be computed and effected on and as of the day on which the Prime Rate changes. The Borrower shall issue and deliver such new Note to the Rank in exchange for the Prepaid Note, within two Business Days of the Baznk' s notiiica"Lion to Borrower of ,.uc:h change .in Prime tRate. lin example of the method of cc,mpu.ti ng adjustments in yields to inaturit-y is attached as Exhibit C 3 00 224 hereto. Notwithstanding anything to the contrary herein contained, no new Note shall be issued or delivered after June 28, 1985 . Borrower shall pay.,-, from Revenu.es .:and from the proceeds 'of any Advance, interest on and principal of Notes in accordance with this Agreement. 2 .2 Advance . The Advance shall be made upon the written request of Borrower signed by an Authorized Officer and received by Bank not later than 9 :00 a.m. , San Francisco time, on the Availability Date, specifying the amount of the Advance; provided, that Advances may be made on the same day as receipt by Bank of a telephonic request therefor, if (i ) such request is made not later than 9: 00 a.m. , San Francisco time, (ii ) the Authorized Officer making such request is the -Treasurer of Borrower or a deputy of such official and states that the statements in paragraph (b) of Section 3 . 2 are true and correct at and as of the time of such request and (iii ) by 10 : 00 a.m. , San Francisco time, on the date of the Advance the documents contemplated by paragraph (a) of Section 3 .2 and paragraph (b) of Section 3 .2 are delivered to Bank. 2 . 3 Settlements. The Advance to Borrower and each payment to Bank under this Agreement shall be made by wire transfer in immediately available funds to the , "Repayment Fund" held by the "Fiscal Agent, " as such terms are defined in the Resolution. Each payment by Borrower shall be made, without setoff or counterclaim, not later than 12 : 00 noon, San Francisco time, on the day such payment is due. All sums received after such time shall be deemed received as of the next business day. 2 . 4 Prepayment. Borrower may prepay the Advance in whole or in part without premium or penalty. In addition, Borrower shall, prepay the Advance, without premium or penalty, on the Business Day following the date on which the pledge contemplated by Section 5. 10 is fully funded. In the event of the prepayment of any Advance, Borrower shall pay .the principal of the related Note, adjusted by the amount necessary to produce a yield to the date of prepayment equal to the Prime Rate, as previously determined in accordance with Section 2 . 1 . An example of the method to be used in computing a yield to the date of a prepayment is attached as Exhibit C hereto. Borrower shall notify Bank of Borrower' s intention i.o prepay an Advance not later than 10 : 00 a.m. , San i r.anci:;co time, on he in-tended date of prepayment; provided, h.owever, that in the case of a prepayment to be made pursuant 10 paragraph (b) of Section 2 . 1, Borrower shall prepay an .dv r.;ce on the game date as it is notified by Bank of a change :n tnc P -i17:e Rate. 4 00 225 2 . 5 Commitment Fee. Borrower shall pay to Bank a commitment fee of $41, 313 . The commitment fee shall be paid to Bank in quarterly installments on the fifth business day following the. end .of each calendar. quarter during. the Avail.abilit..y, Period.; .commencing October:.. 5.,. 1984, .except that the...last such installment shall ,be paid on May 20, 1985 . 3 . Conditions Precedent 3 . 1 To Obligations under Agreement. The obligation of ..Bank to disburse any Advance is subject to the condition precedent that, on the Closing Date, there shall have been delivered to Bank, in form and substance satisfactory to Bank: (a) An opinion, dated the Closing Date, of the County Counsel of .the County of Contra Costa, substantially in the form of Exhibit D. hereto; (b) An opinion, dated the Closing Date, of Orrick, Herrington & Sutcliffe, A Professional Corporation ( "Orrick, Herrington & Sutcliffe" ) , substantially in the form of Exhibit E hereto; (c) A copy of the Resolution, certified by the Clerk or a Deputy of Borrower as being in full force and effect on the Closing Date; (d) . An ..executed copy of the Contract and evidence satisfactory to Bank that the same is in full force and effect. (e) A certificate, signed by the Clerk or a Deputy of Borrower and dated the Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Authorized Officer or Officers executing .and delivering this Agreement and any instrument or agreement required hereunder on behalf of Borrower; .. . (f) Evidence satisfactory to Bank that Borrower has obtained a rating for the Negotiable Notes of at least P-1 from Moody' s or at least. A-1 from S&P (or such other equivalent rating as Moody' s or S&P shall hereafter issue) , and that one such rating is in full force and effect; and (g) A si.gne-d copy of the approving opinion of Orrick, Herrington & Sutcliffe with respect to she Ne-g0'iTable Notes, with written advice to Bank that with 5 C. y respect to opinion therein regarding the pledge described therein, the same may be relied upon as if addressed to Bank. . 3. :2 .. : To .Making.::the..::Advance.- ...The obligations :of. Bank to;. make. the...Advance .on . the Availability -Date is subject to the conditions that: ( a) By 9 :00 a.m. , San Francisco time, on the date of the Advance (or if the proviso in Section 2 .2 is applicable, by 10: 00 a.m. , San Francisco time, on such date) there shall have been delivered to Bank, in form and substance satisfactory to Bank: (i ) A disbursement request, dated the disbursement date, substantially in the form of .Exhibit F hereto (a "disbursement request" ) ; and (ii ) An opinion, dated the disbursement date, of Orrick, Herrington & Sutcliffe, reconfirming the opinions contained in Exhibit E hereto. (b) As of 9 : 00 a.m. , San Francisco time, on the Availability Date (or if the proviso in Section 2 . 2 is applicable, as of 10: 00 a.m. , San Francisco time, on such date) the following statements shall be true and correct and by such time Bank shall have received a certificate signed by an Authorized Officer of Borrower, dated as of the date of such Advance, stating that: (i ) no event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default; (ii ) the Resolution is in full force and effect; and (iii ) othe amount of the requested Advance is not greater than the aggregate principal amount of the Negotiable Notes plus interest thereon to their maturity (at an assumed interest rate of 10% per annum and net of estimated earnings on moneys in the Repayment Fund) , less the amount then in the Repayment Fund. 4. Representations and Warranties 4. 1 R,-1Present �ti ons a.nd F•;ar unties bv Borrower. --- .....------..... ------ -- . ....- --- ._.._,.-- ---- Borro,e er repress-nts and warrants that: 6 (a) Borrower is a political sub-division of the State of California duly organized and validly existing under the laws thereof, and has all requisite power and authority to conduct its . business. and to execute, .. ...... . ,.deliver. and .perform ;all of d-ts -obligations -under the Loan Documents to which= it. mis or. .is. :to- be ..a.,party. (b) The execution, delivery and performance by Borrower of the Loan Documents have been duly authorized and do not and will not (i ) violate any provision of the Constitution of the State of California or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower, or (ii ) result in a breach of or constitute. a default under any resolution . of Borrower or any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which Borrower or its properties may be bound or affected; and Borrower is not in violation of or in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument material to its operation. (c) No authorization, consent, approval , license, exemption of or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been . .or . will be necessary for the valid execution, delivery and performance by Borrower of any of the Loan Documents to which it is or is to be a party. (d) All Negotiable Notes and Notes will be issued, and any other indebtedness permitted by Section 5 .2 will be incurred, only under and within the limits of the Law and the California Constitution. (e) This Agreement and each of the other Loan Documents to which Borrower is or is to be a party constitute legal, valid and binding obligations of Borrower enforceable against. Borrower in accordance with their respective terms, except as they may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally. ( f) Borrower is not engaged in the business of extending credit for the purpose of p-tarchasing or carrying margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System) . vG 228 (g) The audited balance sheet of Borrower as of June 30, 1983 and the related statements of revenues, expenditures. and changes in .financial position for the fi.scal. year .ended .on•,such .date, copies of -which, have heretofore .been delivered_ to.. Bank,.: .are ,.true., ._:complete and correc.t . and fairly..present the . financi.al condition of Borrower as of such date and since such date there has been no material adverse change in the financial condition of the Borrower except as otherwise disclosed in the Official Statement. (h) Except as disclosed in the Official Statement, to the best of the knowledge of Borrower, there is no action, suit, proceeding, inquiry or public investigation pending before or by any court, public board or body or, to the knowledge of Borrower, threatened, concerning the validity of the Negotiable Notes or the Notes, the outcome of which could materially adversely affect the ability of Borrower to perform its obligations under the Loan Documents. 4.2 Representations and Warranties by Bank. Bank represents and warrants that: (a) Bank is duly organized, validly existing and in good standing under the laws of Japan and holds a license to transact banking business in, and is in good . standing under the laws of, the State of California with all requisite power to authorize, execute and deliver this Agreement and carry out its obligations hereunder. (b) This Agreement constitutes the valid and legally binding obligation of Bank, enforceable against Bank in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles ,relating to or affecting the enforcement of creditors ' rights generally. (c) The taking of all actions by Bank in carrying out and consummating the transactions contemplated by this Agreement will not violate any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any Federal or State court, government or governmental body having jurisdiction over Bank or by which Bank may be bound. S. Covenants 5 . 1 ru_nctual Pavment. Borrower will punctually pay or cause to he paid out of Revenues the principal and 1nter?3t to he.corne due under the 1votes in strict conlorlility 8 00 229 with the terms of the Notesand the Loan Documents, and it will faithfully observe and perform all of the conditions, covenants and requirements of the Notes and the Loan Documents. 5 .2 Other Indebtedness. Borrower will not incur any indebtedness for money borrowed (including but not limited to interfund borrowings) which may or must be repaid solely from Revenues except (i ) Negotiable Notes and Advances, which in the aggregate shall .not exceed $65, 000,000 in principal amount on or before May 13, 1985, or $131, 100, 000 in principal amount on or after May 13, 1985, (ii ) indebtedness the repayment of which is governed by Section 6 of Article XVI of the Constitution of the State of California, but only if incurred to fund the Repayment Fund; (iii) borrowings from self-insurance or similar funds of Borrower, repayment of which is not governed by Section 6 of Article XVI of the Constitution of the State of California. 5. 3. Notices . Borrower will promptly give written notice to Bank of the occurrence of any Event of Default or any event which, upon a lapse of time or giving of notice or both, would become an Event of Default. Further, Borrower will promptly give written notice to Bank of any information obtained by Borrower regarding pending, proposed or contemplated action by the United States government or any of its agencies or instrumentalities or by the government of the State of California or any of its agencies or instrumentalities which, in the reasonable judgment of Borrower, could result in a reduction in Revenues of Borrower by ten per cent ( 10%) or more below those shown in the preliminary budget of Borrower for fiscal 1984-1985 delivered to Bank and further will promptly give notice to Bank of any pending or threatened litigation which, in the reasonable opinion of Borrower, could materially adversely affect the ability of Borrower to repay any indebtedness incurred under this -Agreement. 5. 4 Accounting Records . Borrower will maintain adequate books, accounts and records in accordance with generally accepted accounting principles and practices consistently applied, and permit employees or agents of. Bank at any reasonable time to examine or audit its books, accounts and records and make copies and memoranda thereof. 5 . 5 Financial Statements; Other Documents . Borrower will deliver Co Bank in .form and detail satisfactory to Bank: 9 ' 00 230 (a) as soon as available, but no later than sixty days after the close of each quarter of its fiscal year, a General Fund cash flow statement which .shall contain :,.actual, .monthly...r.esults for :the fiscal year to date and estimated monthly -results--for . the...ba,lanc:e...of..the fiscal year . (b) all documents, certificates and other written information provided by Borrower to any securities dealer as and when . so provided; and (c) such other existing statements, budgets, forecasts or reports as Bank may reasonably request. 5 . 6 Use of Advance. Borrower will use the Advance only for the purpose of meeting the pledge for Negotiable Notes, which has not otherwise been met in accordance with Section 6 of the Resolution. 5 . 7 Resolution. Borrower will not modify or amend the Resolution without the prior written consent of Bank. 5 . 8 Payment of Indebtedness. Borrower will promptly pay, when due, all principal of and interest on indebtedness permitted under Section 5 . 2 . 5 . 9 [ Intentionally omitted] . 5 . 10 Pledge of Revenues; (a) Pursuant to the Resolution, Borrower has pledged and has directed the Treasurer of the County to deposit into the Bank Note Repayment Fund, on May 14, 1985, and at intervals of each three Business Days thereafter, the first Revenues received on and after May 14, 1985 until there is held in the Bank Note Repayment Fund a sum sufficient to repay the Notes and interest thereon (estimated at a rate of 12% per annum) to the date fixed for maturity. All such moneys shall be deposited with the Fiscal Agent pursuant to the Fis.cal. Agent Agreement, all as more fully defined in the Resolution. (b) Borrower will not pledge to secure any other indebtedness the Revenues to be pledged to secure the Negotiable Notes and Notes, as contemplated by Section 6 of the Resolution. 5 . 11 r,ddi tional Lien. Borrower hereby grants to Bank a cont�.nuing lien .for a1.1 indebtedness of Borrower to Bank upon any and all moneys, securities and other property of Borrower and the proceeds thereof --_ow or h_�rea ter. h.eld or 10 231 received by or in transit to Bank, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special) and ...credits. of Borrower with, and any. and .all. ,.c.laims ..of ...the Borrower. against =Bank, except .money, securities and other property . ( a) held .for safekeeping or otherwise held by Borrower for -the benefit of other- public agencies or districts, (b) pledged to others prior to the date of this Agreement or (c) designated or set aside for the payment of principal of or interest on the Negotiable Notes. Upon the occurrence of any event of default, Bank is hereby authorized at any time and from time to time, without notice to Borrower, to set-off, appropriate and apply any or all items hereinabove referred to against all indebtedness of Borrower to Bank, whether under this Agreement, the Notes or otherwise, and whether now existing or hereafter arising. 5 . 12 Additional Information. Borrower will . deliver to Bank, in form and substance reasonably satisfactory to Bank, such other existing information as Bank may reasonably request. 6. Events of Default If one or more of the following events shall happen; that is to say -- 6. 1 if Borrower shall file any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors; 6.2 if an involuntary petition shall be filed under any bankruptcy statute against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors or other similar official shall be appointed to take possession, custody, or control of the properties of Borrower, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within thirty (30) days .from the date of said filing or appointment; Then, and in any such event, Bank may, by notice to Borrower, declare the obligations of Bank to ma':e the Advance to be terminated whereupon the same shall immediately terminate and declare the principal of any outstanding Note, and the interest accrued thereon, to be due and payable inumediately whereupon the same shall become and shall be i.m.,ediately due and pays isle, wii_1;out presentment, . demand or protest or further notification, all of which are hereby waived. In addition, Bank may exercise such rights and remedies as a noteholder under the Resolution as may be 11 0O a pe=itted to it thereunder, it being intended and agreed that the rights and remedies provided for in the Resolution are cum:.ilative of and in addition to the provisions of this . Article 6. 7 . Miscellaneous 7. 1 No Waiver; Cumulative Remedies. No failure or delay on the part of Bank or any other holder of any Note in exercising any right, power or remedy under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the other Loan Documents. The remedies herein and in the other Loan Documents provided are cumulative and are not exclusive of any remedies provided by law. 7 . 2 Addresses for Notices, etc. All notices, requests, demands, directions and other communications provided for under the Loan Documents to be in writing shall be mailed or otherwise sent (including via telecopier) or delivered to the applicable party, effective upon receipt, at the addresses indicated below: If to Borrower: Treasurer of the County of Contra Costa Finance Building, Room 102 625 Court Street Martinez, CA 94553 If to Bank: The Long-Term Credit Bank of Japan, Ltd. Los Angeles Agency 707 Wilshire Boulevard, Suite 3700 Los Angeles, California 90017 Attention: Public Finance Group or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. 7 . 3 Costs_ and Expenses . Each party shall bear its own expenses incic:ent: to the negota.a.t�_on, preparation, execution, delivery anal performance of this Agreement, including the fees and e;,,.penses of its own counsel, except that Borrcwer shall pay up to $1 , 500 of the expenses of employees of Dank incurred, prior to the date hereof, to 12 00 travel to the offices of Borrower incident to entering into this Agreement. If there is litigation involving any party hereto resulting from an alleged failure of such party to . comply.. with: such..party' s obligations under this ..Agreement. or under .any. of. the other Loan..Do.cuments, . .and. -it .is determined in such litigation that such party did so fail to comply, such .party .will pay .on demand all legal fees and other costs and expenses, if any, incurred by the other party hereto in connection therewith. Further, Borrower agrees to pay to Bank, on demand, all costs and expenses reasonably and necessarily incurred by Bank in connection with any refinancing or restructuring of the credit arrangements hereunder in the nature of a "work-out, " including the fees and expenses of the counsel retained by Bank. 7 . 4 Execution in Counterparts. This Agreement and the other Loan Documents may be executed in any number of counterparts and by different parties hereto, or thereto, in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which, taken together, shall constitute but one and the same instrument. 7 . 5 Binding Effect; Assignment. This Agreement shall become effective when it shall have been executed by ­. . -Borrower and by Bank and thereafter shall be binding upon and inure to the benefit of Borrower and Bank and their respective successors and assigns, except that Borrower shall .. .. not 'have - the right . to assign its rights hereunder or any interest herein without the prior written approval of Bank. 7 . 6 Participation. Without relieving it of its commitment hereunder, Bank may at any time sell, assign, grant participations in, or otherwise transfer to any other bank or other institutional lender all or part of the indebtedness of Borrower outstanding under this Agreement or the Note. evidencing, such indebtedness. 7 . 7 Governing Law. This Agreement, the Notes and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of California. 7 . 8 Severability of Provisions . Any provision of this Agreement or any of the other Loan Documents which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions herr--of, or thereof, or affecting the validity or enforceability of such provision in any other jurisdiction. 13 4Q 234 7 . 9 Headings. Article and Section headings in this Agreement, and in the other Loan Documents, are included herein, and therein, for convenience of reference only and shall not .constitute a. part• of this .Agr:e.ement., ... or...of. the other- .Loan' Documents .for any other .purpose. 7 . 10 Computations. All- financial computations required under this Agreement shall be made, and all . financial information required under this Agreement shall be made or prepared, in accordance with generally accepted accounting principles and practices consistently applied. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year first above written. COUNTY OF CONTRA COSTA By Treasurer THE LONG-TERM CREDIT BANK OF JAPAN, LTD. By Title 14 00 235 Exhibit B Promissory Note Martinez, . California -19 For value received, the undersigned ( "Borrower" ) promises to pay, to the order of ( "Bank" ) , out of Revenues ( as defined in the Credit Agreement referred to below) at the office of Bank at the sum of Dollars ($ ). on 1985, together with interest thereon at the rate of ten percent* ( 10%) * per annum (computed on the basis of -a 360-day year and actual days elapsed) . Interest shall be paid at the maturity of this Note or upon its prepayment. This Note is issued under a Credit Agreement dated as of July 1, 1984 between Borrower and Bank and is subject to prepayment and acceleration as provided therein. This Note is governed by and construed under the laws of the State of California. It is hereby certified, recited and declared that any and all acts, conditions and things required to exist, happen and be performed, precedent to and in the incurring of the indebtedness evidenced by this Note, and in the issuing of this Note, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and laws of the State of California, and that this Note is within every debt and other limit prescribed by the Constitution and laws of the State of California. IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by its ** COUNTY OF CONTRA COSTA By — -- -— * Or t_Ze _hen _-, rix:-rum rate, if any, on the date a Note is issu(_d. x* Title of Author z, d Officer B-1 0O 236 Exhibit C Calculation of Proceeds to County Upon Advance and Proceeds to Bank Upon Maturity or Prepayment FOLLOWING ,IS A FORMULA FOR.-:COMP,UTING....LOAN .VALUE ..(PROCEEDS.) TO CO.UNTY. UPON ADVANCE AND. PROCEEDS . TO BANK UPON MATURITY OR PREPAYMENT: 1 . Proceeds to Bank upon maturity ( "A" ) A = par + (par x n/360 x i) 2 . Proceeds from loan date to maturity date at P ( "B" ) B = par + (par x n/360 x P) 3 . Total loan value (proceeds to County) ( "C" ) C = par x (A/B) 4. Proceeds to Bank upon prepayment ( "D" ) D = C + (C x N/360 x P) where: n = number of days from loan date to maturity date . N = number of days from loan date to prepayment date i = maximum legal interest rate (coupon rate) P = Bank' s prime rate Example- Let n = 90; N = 10; i = 12%; P = 16%. 1 . A = 1, 000, 000 + ( 1, 000, 000 x 90/360 x . 12 ) = $1, 030, 000 2 . B = 1, 000, 000 + ( 1, 000, 000 x 90/360 x . 16) = 1 , 040, 000 3 . C = 1, 000, 000 x A/B = $ 990, 384. 62 4. D = C + (C x 10/360 x . 16) = $ 994, 786. 33 C-1 OR. 237 Exhibit D [Letterhead of County Counsel) 1984 The Long-Term Credit Bank of Japan, Ltd. Ladies and Gentlemen: Pursuant to Paragraph 3 . 1 (a) of the Credit . Agreement (the "Agreement" ) dated as of July 1, 1984 between the County of Contra Costa ( "Borrower" ) and you, I am giving my opinion as counsel for Borrower on certain matters set forth below. Capitalized terms used herein have the meanings assigned them in the Agreement. I have examined and relied upon such records, documents, certificates, opinions and other matters as are in my judgment necessary or appropriate to enable me to render ; the -opinion expressed herein. Based on the foregoing, and with regard to California law and United States federal law, I am of the opinion that: 1 . Borrower is a political subdivision duly organized and validly existing under the laws of the State of California and has all requisite power and authority to conduct its business and to execute, deliver and perform all of its obligations under the Loan Documents to which it is or is to be a party. ... 2 . .. The :execution,. delivery and performance by Borrower of the Loan Documents have been duly authorized and do not and will not ( i ) violate any provision of the Constitution of the State of California, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower, (ii ) result in a breach' of or constitute a default under any resolution of Borrower or any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which Borrower or its properties may iDn bound or affected, or the imposition of any mortgage, deed of trust, pledge, lien, security irate est or other charge or encumbrance of any nature, other than those imposed in the Loan Documents, upon or with respect to any of the Revenues; and Borrower is not D-1 00 238 in violation of or in default under any material law, rule, regulation., order, writ, judgment, injunction, decree, determination or award or any .such indenture, agreement, lease, or instrument. 3 ..,:. The .Ag.r.eement and ..each. of .the other .Loan Documents to which Borrower. is or is to be a party constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. 4. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System) . S. There is no litigation pending against Borrower or, to the knowledge of the undersigned, threatened, which in my judgment, if adversely decided against Borrower, would materially and adversely affect the ability of Borrower to repay the Negotiable Notes or Notes (as defined in the Agreement) . With respect to the opinions expressed herein, the rights and obligations under the Loan Documents are subject to bankruptcy, insolvency and other laws affecting the . enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are . ....sought.. County Counsel D-2 00 239 Exhibit E [ Letterhead of Orrick, Herrington & Sutcliffe] 1984 The Long-Term Credit Bank of Japan, Ltd. Re: County of Contra Costa 1984-1985 Notes Ladies and Gentlemen: Pursuant to Section 3 . 1(b) of the Credit Agreement ( "Agreement" ) dated as of July 1, 1984, between Borrower and you, we are rendering our opinion on certain matters set forth below. We hereby certify that we have examined the record of proceedings submitted to us relative to the authorization of promissory notes ( "Notes" ) of the Borrower to be issued pursuant to the Agreement. In our opinion', such proceedings show lawful authority for the issuance of the Notes under the laws of the State of California now in force, and the Notes have been duly authorized for issuance. We are further of the opinion that: 1 . . Borrower is a political subdivision duly organized and validly existing under the laws of the State of California, and has all requisite power and authority to execute, deliver and perform all of its obligations under the Agreement and the Notes. 2 . The Agreement and the Notes have been duly and legally authorized and the Agreement constitutes, and the Notes, when issued under the Agreement, will constitute, the valid, legal and binding obligations of Borrower Enforceable against Borrower in accordance with their terms, except as enforcement in ay be li;nit_-ad by bankrupt-cy, insolvency, reorgan1zat-ion, moratorium, or similar la-vis or equitable principles relating to or limiting creditors' rights generally. We express no opinion as to the availability of eau..itab.le remedies. In addition, we advise you that a E-1 00 240 California court may not strictly enforce certain covenants or allow acceleration -of the due date of the. Notes if it concludes that such enforcement or acceleration would not be reasonable ..unde.r. the then existing .circumstances. In our .. .opinion.,- however, -acceleration would be available...if. an.. event of•. default ,.occurs as a• result• -of-.-a •material breach by Borrower: of. a mate.rial . c.ovenant. .contained in such documents. 3 . Moneys to be pledged to pay principal of and interest on the Notes in .accordance with the Agreement and Section 6 of Resolution No. (the "Resolution" ) adopted by the Board of Supervisors of Borrower on 1984, will, when set aside with the Fiscal Agent named in the Resolution, constitute a valid pledge of such moneys. The principal of and interest on the Notes will constitute a first lien and charge against such moneys which have been set aside and the interest thereon. 4. No authorization by, approval of, exemption of or registration with any California governmental authority (other than that of the Board of Supervisors of Borrower which has been obtained) is required for the execution, delivery or performance by Borrower of the Agreement or the Notes. Respectfully yours, ORRICK, HERRINGTON & SUTCLIFFE A Professional Corporation Per E-2 �'; ` Exhibit F Certificate of County of Contra Costa DISBURSEMENT REQUEST . To: The Long-Term Credit Bank of Japan, Ltd. Los Angeles Agency 707 Wilshire Boulevard, Suite 3700 Los Angeles, California 90017 Attention: Public Finance Group Reference is made to the Credit Agreement (the "Agreement" ) dated as of July 1, 1984, between the County of Contra Costa ( "Borrower" ) and The Long-Term Credit Bank of Japan, Ltd. ( "Bank" ) . Unless otherwise specified .herein, terms used herein which are defined in the Agreement have the meaning herein assigned therein. 1 . The undersigned is an Authorized Officer of Borrower, 2 . Borrower hereby requests disbursement on 1985 of the amount which may be advanced against a Note in principal amount of $ after completing the yield calculation contemplated by ( a) paragraph (a) of Section 2. 1 of the Agreement or (b) // (check box if applicable) paragraph (b) of Section 2 . 1 of the Agreement. Borrower has calculated such amount to be $_ _ A Note in such principal amount will be delivered to Bank by Borrower . at or prior to the time of the foregoing Advance. 3 . The undersigned hereby represents, for and on behalf of Borrower, that all action on the part of Borrower necessary for the incurring of indebtedness referred to in Paragraph 2 above has been taken, and that such Note in the hands of the holders thereof will be valid and enforceable obligations of Borrower according to their terms. 4. [ In the case of an Advance under paragraph ( a) of Section 2 . 1 of the Agreement on.J_y. ) The u,^^:.ders..L gned hereby certifies, for ].nd on bF.,:alf of Borrcv;er, that: (a) no e-vent hais occurred and is continuing, as a result fro;n such dishurscment, which constitutes an Fvent of Default; F-1 pp 242 (b) the Resolution is in full force and effect; (c) the amount of the requested Advance is not greater than the .aggregate principal amount of the.. Negotiable Notes -plus interest thereon to' their . .. maturity (at -an -assumed interest rate =o:f 10% per annum and net of estimated earnings on moneys in the Repayment Fund) , less the amount then in the Repayment Fund; and (d) the proceeds of the requested Advance will be used in their entirety only to fund the unfunded portion of the pledge as specified by Section 14 of the Resolution. Dated: 1985 . COUNTY OF CONTRA COSTA By Treasurer F-2 00 243 EXHIBIT F. RECEIVED P.A.W.- JUN 2 0 1984 C PPaMWY CFTICIAL STATFIM DATED JIME 26, 1964 O.ii.R.&S. NEW ISSUE CI�CIAL STATEMENT In the opinion�of.BondCounsel unodw existing statutes, regulations and court decisions, interest on the Stop Notes is exempt from all present federal incme taxes and State of California personal inane taxes. . $65.000,000 COU M CF CONTRA COM, CALIFORNIA 1984-85 SI(RT TERM CIMOW1l. PUT TAX AND REVERE ANTICIPATION NOTES Dated : July 1, 1984 Due: July 31, 1965 - Stop Notes The County of Contra Costa, California Short Term Optional Put Tax and Revenue Anticipation (dotes (the "Stop Notes") are being issued to finance seasonal cash flow requirements of the County during the fiscal year ending June 30, 1985. The Stop Notes are issued in registered form, in the denomination of $100,000. The Stop Notes are issued in an aggWte par value of %5 million. Each 7--day Stop Note bears interest at a variable rate throughout its term and the owners have the right to darard repurchase of their Stop Notes by Bank of America NMSA (thee "Banc"), acting as Raerketing Agent, on each applicable Option Tender Date. For the 7-day Stop Notes, the applicable Optional Tender Date is each Wednesday, beginning July 11, 1984. The interest rate on the Stop Notes will be established by the Bank in accordance with a formula based on an Index provided by Kenny Information Systems, at a rate sufficient to enable the Bank to remharket Stop Notes tendered to it for repurchase at par plus accrued interest. The initial offering price for Stop Notes is par plus accrued interest. Initial Principal Interest Fa710unt Rate 65,0009070 Principal of and interest on the Scop Pbtes are pkyable in la�ful money of the United States of kvrica. Principal is pay-ab'-'e by the County at maturity at the principal office of trre Paying f' ht, P rk*ie ice Trust C. ,LV of fd d YG (tip "Pa, irrJ Agent"} in P 4Ya ic, pd � Yaric. Infos e'st ►'-1 b-'e Stop rb)tes rill b` caIV-i't- d cn tle basis of a rear of ::55 and acr-r"?s -rcra, t-* ct.lz, of first: aL0J-*11ticati0n and dalivr-ry. inrteest teiill 1k paid by cdhk or draft on -Uhl Optiahal Tesler Cate applicable to tree series on infiidh inth Est is ba-Ing paid, to th` ova s of rEw.,-i as of the a; al i ble Optioral Ter der Date. Th-e M,,'s c�.bl iDtians as Reset Mg Ac-rt are subject to lei Lain !1_oditims deso ibed in this Qi i icial Sta`ereMr. In V:r e!-�a-t sudh oblirn)tions are. n A. tilinai:�, t!w' )zp No'i✓� '"q 11 i bar hnt1,Y. GV u' f<l.n l 1 �a �JF� G'�fn's f;i�t '��� Rate � � 1.1 i i mE `l Lti ity, but in F t't ii; E�'i (1 i(il tL uw= ti iti m�X c1TfJ7 1£ l t d'i:C of h tTl°:"F?St. 0'1710 T3 sj 5/14/84 sj W 71'84 ->j E /15/84 91 6/191/84 00 2 The Notes, in accordance with California law,•are -general obligations of the County, but are payable only out of the taxes, income, revenue, cash receipts and other moneys of the County attributable to the fiscal year 1984-85 and legally available for payment thereof. The Stop Notes and the fixed Term Notes are equally and ratably .secured. by.the County's.,pledge of the. . . ..,first- Thirty-five Million Dollars (.$35,000,000) of unrestr .icted`.r.evenues received by the' County,during the accounting period ending `on 'January 11, 1985,- and theffirst Five Million Dollars ($5,000,000) of unrestricted revenues received by the County during the accounting period ending on F. , 1985, and the first Five Million Dollars ($5,000,000) of unres ricted revenues received by the County during the accounting period ending on Marc 1985, and the first Five Million Dollars ($5,000,00.0) . of unrestricte revenues received by the County during the accounting period ending on App 11a 1985, and the first Fifteen Miiiion Dollars ($15,000,000) of unrestricted revenues received by the County during the accounting period ending on May—U, 1985, and an amount sufficient to pay the interest remaining to be paid on the Notes at maturity (net of earnings or moneys in the Repayment Fund) of unrestricted revenues received by the County in the accounting period ending on June 30, 1985 (such pledged amounts being hereinafter called the "Pledged Revenues"), and the principal of the Notes and such interest shall constitute 'a first lien and charge thereon and each Note shall be payable ratably from the Pledged Revenues, and to the extent not so paid shall be paid ratably from any other moneys of the County lawfully available therefor. In the event that there are insufficient moneys received by the County to permit the deposit into the Repayment Fund, (special account) as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any accounting period by the next to last Business Day of such accounting period, then the amount of any deficiency 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 interest thereon. The term "unrestr.i.cted .revenues" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the County and which are generally available for the payment of current expenses and other obligations of the County. In furtherance of this pledge, the County has appointed Bank of America NT&SA as Fiscal Agent. The Resolution of Issuance requires the pledged moneys to be transferred to the Fiscal Agent to be held in a special account until July 31, 1985, at. which time these funds will be used to repay the Stop Notes. The Stop Notes are direct obligations of the County and, to the extent set forth herein, are legal investments for cownercial banks in California and are eligible to secure deposits of public moneys. The Notes rill be offered when, as and if issued and received by the Under Titer, subject to the approval of legality by Orrick, Herrington & Sutcliffe, A Professional Corporation, of San Francisco, California, Bond Counsel, and the approval of certain legal matters for the Underwriter by its counsel, Jones, Dry, Reavis & Pogue, Los Angeles, California. Cerra l other legal matters will be passed upon by the County Counsel for Contra Costa County. The Notes, in temporary or definitive form, will be available for delivery on or about July 3, 1584 in New York., New York. BANKAK.RICA CAPITAL MARKETS GROUP ,lune 26, 1984 0i710 - 2 - 00 245 ( No dealer, broker, salesperson or other person has been authorized by the County to give any information or to make any representations other than those contained herein and, if given or made, .such other information or representation must not be.-rel'ied upon!�as having been-authorfzed by -the County.`' :This. Offic.ia tatement oes. :not.:.constitute. an, of :er:,to..sell .or the - solicitation of an offer. to. buy..nor shall there .be. any sale of.the Stop Notes by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation. or sale. This Official Statement is not to be construed as a contract with the purchasers of the Stop Notes. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information set forth herein has been obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriter. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor .. any sale made hereunder shall, under any circumstances, create any implication- that there has been no change in the affairs of the County of Contra Costa , since the date hereof. This Official Statement is submitted in connection with the sale of the Stop Notes referred to herein and may not be reproduced { or-.used, in whole or in part, for any other purpose, unless authorized in writing by the County. IN CONNECTION WITH THIS INITIAL OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE STOP NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE STOP NOTES TO CERTAIN DEALERS AND BANKS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. p©' 246 TABLE OF CONTENTS ... page Page Board of Supervisors 5 Overlapping Debt 32 County Officials 5 THE COUNTY 34 INTRODUCTION 6 Economic Outlook for 1984-85 34 COUNTY OF CONTRA COSTA 1984 6 County Government 34 FINANCING PROGRAM Industry and Employment 35 THE STOP NOTES 7 Environmental Control 40 General Provisions 7 Services Authority for Issuance 7 Population 40 Optional Demand for Repurchase 7 Commercial Activity 42 Interest 8 Construction Activity. 43 Security for the STOP Notes 9 Transportation 43 Available Sources of Payment 9 Agriculture 44 LEGAL OPINION 10 Education and Community 45 LEGALITY FOR INVESTMENT IN 10 Services CALIFORNIA RATINGS 11 APPENDIX A - Financials 46 LITIGATION 11 UNDERWRITING 11 ADDITIONAL INFORMATION 12 FUNDING BY THE STATE OF CALIFORNIA 12 'CONSTITUTIONAL LIMITATIONS ON . . .. . .. 13 TAXES AND APPROPRIATIONS AD VALOREM PROPERTY TAXES 14 Largest Taxpayers 17 Redevelopment Agencies 17 Self-Insurance Program 18 CURRENT COUNTY FINANCIAL STATUS 18 Hospital Finances 18 County Actions to Fund the Deficit 19 Management Changes 20 COUNTY FINANCIAL INFORMATION 20 Financial Statements 22 General 22 General County Funds 22 Special District Funds Under 22 Control of Board of Supervisors Special District Funds Under Control 22 of Local Boards and School District Funds TrL!st k}nd n ency Funds 22 Historical Statements 23 Intra;`und Borrowing and Cash Flog 25 rmiployees 30 Retiro,­;r.;it P r ogr 4r.,s 30 Lang Term ObliS tions 31 General Obligation Debt 31 Lease Obligations 31 00 24'7 A 11_TT A r , ... COUNTY :OF CONTRA COSTA, CALIFORNIA Board of Supervisors Tom Torlakson (District 5) Chair Tom Powers Nancy C. Fanden (District 1) (District 2) Robert I . Schroder Sunne Wright McPeak (District 3) (District 4) r James R. Olsson County Clerk-Recorder County Officials Donald L. Bouchet Alfred P. Lomeli Auditor-Controller Treasurer-Tax Collector Philip J. latc:helor Victor J. Westman Ccun -y Co!inty Counsel �� 2�8 $65,000,000 1984-85 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES _. To.Finance'the -General Fund :Cash Flow :for Fiscal Year 1984-85 of. the COU14TY OF CONTRA COSTA, CALIFORNIA INTRODUCTION The purpose of this Official Statement, which includes the attached Appendix, is to provide certain information concerning the sale and delivery of the fiscal year 1984-85 Stop Notes of the County of Contra Costa, California (the "County"). The Stop Notes, which are issued in an aggregate principal amount of $65,000,000, are equally and ratably secured. The Stop Notes are general obligations of the County, but are payable only out of taxes, income, revenues, cash receipts and other moneys of the County attributable to the fiscal year 1984-85 and legally available for the payment thereof. The Stop Notes are being issued to finance the "dry periods" of the County's General Fund cash flow .during the fiscal year (July 1 through June r 30). Borrowing is necessary because County General Fund expenditures tend to occur in relatively level amounts throughout the year while receipts follow an uneven pattern, primarily as a result of secured property tax installment payment dates in December. and. Apri1. and as a result of delays in payments from other government agencies , the two largest sources of County revenues. As a result, the General Fund cash balance is negative during parts of the fiscal year. The Stop Notes are intended to finance such cash deficits, and are an alternative to borrowings from County-held pooled income funds. COU14TY OF CONTRA COSTA 1984-85 FINANCING PROGRAM The County of Contra Costa is issuing the Stop Notes to finance the "dry periods" of its General Fund cash flow during the 1984-85 fiscal year. The Stop Notes represent the sixth annual short-term financing program which the County has undertaken to meet its cash flow requirements. In fiscal year 1982.-83, the County sold Tax and Revenue Anticipation Notes in the amount of $48 million with $25 million maturing on December 30, 1982 and X23 million maturing on June 28, 1983. Also in fiscal year 1982-83, the County commenced on December 1, 1982, a tax-exempt corrnercial paper program and issued 42.5 nilTfon coiam rcfal paper v:fth a Sinal maturity of JuTy Tia, 1983. In f1sc-a7 ;;ear 1983-84 the County sold Tax and Revenue anticipation liores In the a ,ount of T!27 million and Co zie►cial Paper in the arnount of 437 million secured by a pledge of certain of the County's share of unrestricted taxes, income, revenue, cash receipts and other moneys received and attriL.'utable to the 1983--84 fiscal year. As of D:arernber :30, 1993 the County had placed with the Fiscal Agent, Rank of „frerica NT&SA, sufficient monies to pay principal and interest with respect to all of the County's outstanding T983-84 Tax and Revenue Aliticipation Noteh 2 4 maturing July 70, 1984. 0777n r - In early February 1984, at which time there was $37 million of Commercial (' Paper outstanding with maturities through March 23, 1984, the County was informed by its commercial-paper dealer that uncertainties created by the County hospital deficit made it advisable for the County to suspend issuance of Commercial. Paper. :Accordingly, .on February 16, 1984 the County privately. placed $37 million :of :short-term obligations due July-- 18, '1984. ' Proceeds of this transaction, were used to pay all outstanding• commercial paper as it matured -through March: 23, 1984.: As .of April 30, 1984, the County had placed with the Fiscal Agent, Bank of America NT&SA, sufficient monies to pay off the $37 million of short-term obligations and the interest thereon. THE STOP NOTES General Provisions Stop Notes will be executed and delivered in fully registered form, without coupons, in the denomination of $100,000. Principal of and interest on the Stop Notes are payable in lawful money of the United States of America at the principal office of the Paying Agent, BankAmerica Trust Company of New York in New York, New York. Principal is payable by the County at maturity. Interest is payable by check or draft mailed on each applicable Option Tender"_. Date to owners of record on the applicable Option Tender Date. The Stop Notes mature on July 31, 1985. r . Authority for Issuance The County of Contra Costa, California fiscal year 1984-85 Stop Notes are issued .under. .the authority of Article 7.6, Chapter 4, Part I, Division 2, Title 5 (commencing with Section ,53850) of the California Government Code and pursuant to a Resolution of Issuance (the "Resolution") adopted by the Board of Supervisors of the County on June 26, 1984 and subsequently amended. Optional Demand for Repurchase Owners of Stop Notes will have the right to demand repurchase of their Stop dotes on each applicable Option Tender Date at par. Owners of Stop Notes may exercise their right to demand repurchase by giving telephonic notice to the Paying Agent by 10:00 a.m. New York City time on the Monday preceding the Option Tender Date and by making physical delivery of the Stop Notes to be repurchased, accompanied by-an instrument of transfer, to the Paying Agent with such notice onthe following Wednesday. If Monday, or Wednesday, is not a business day, notice shall be given or delivery made, as the case may be, on the following business day. Interest accrued on Stop Notes tendered for repurchase will be paid by check or draft .mailed on the Option Tender Date. The County has etered into a 1984-85 Short Term Option Put Tax and Revr.nua Ant-Ic ipa.-C—lon Note Contract of Purchase and Dealer Remarketing Agreei:ient (the "Remarke-ting Agreement") with Bank of America NT9SA, pursuant to which the Bank, as Remarkleting Agent, undertakes to remarket all Stop Notes tendered to it for repurchase. in the event the Remarketing Agent is unsuccassfui in rrniarketing Stop Noles on my Option Tender Date, the Kel;lai,Ket ing Agent will Position sitcli ,atop Motes in Its deaTer inventory. Position 01710 - 7 - 00 '� . t�V The obligations of the Remarketing Agent under the Remarketing Agreement are subject to certain conditions,; including but not limited to payment of principal and interest on the Stop Notes when due, the accuracy of representations made by the County to the Remarketing Agent, compliance by the ..County with the terms and. conditions of the Remarketing Agreement, ..payment by the 'County of `its -obl'igat-ions when due, theabsence:.of: bankruptcy proceedings relating -to the County;° and­the continued exemption of interest -on the"Stop Notes .from.federal income taxation and Cali.fornia::personal income taxation. The Option Tender Date for 7-day Notes is each Wednesday beginning July 11, 1984. Interest On each Wednesday preceding an Option Tender Date the Remarketing Agent will establish the interest rate for the 7-day period commencing on such Option Tender Date. The new interest rate will be published on the Muni Facts Wire. . The rate established by the Remarketing Agent will be a rate which, in the judgment of the Remarketing Agent, is sufficient to enable the Remarketing Agent to remarket Stop Notes tendered to it for repurchase at par on the applicable Option Tender Date. Such rate must fall within the following ranges for each series of Stop Notes: 90 to 110% of the Index defined below for 7-day Notes. In no event will the interest on Stop Notes exceed 12%, the legal maximum interest rate for borrowing by California counties. Kenny Information Systems, a partnership in which Kenny Group, Inc. is the general ..partner, will act as Indexing Agent for the Stop Notes. The Indexing Agent is an independent organization, not affiliated with the County or the Bank. The Index used by the Indexing Agent will be based on not less than 20 issuers whose short-term tax-free obligations carry a comparable rating or credit quality to the notes. For each of these issuers, the Indexing Agent will make a judgment as to the coupon required on the indexing date to sell at par a tax-free obligation having a 30-day maturity. The Index will represent the average of the coupons so calculated. The Index to be used by the Remarketing Agent on the Wednesday preceding an Option Tender Date to establish a new interest rate will have been prepared as of the preceding Monday. In the event that the Indexing Agent ceases to establish the Index, the County may select another Indexing Agent to serve in such capacity. Interest on Stop notes is payable by check or draft mailed to each applicable Option Tender Date to owners of record on the applicable Option Tender Date. 01710 - 8 - � � 2`1 t. Security for the STOP Notes The resolution of the Board of Supervisors of the County authorizing the . .-issuanceof the Stop..Notes specifies that such .Notes are -secured by.a pledge •the:first Thirty-fi.ve Million::Dollars ($35,000,000)- .of­unrestricted .:revenues received by the County during--t a accounting .per.iod ending:on :.January 141985, and. thefirst .F-ive. Million Dollars .($5,000,000). of:unrestricted revenues received by the County during the accounting period ending on February, 12, 1985, and the first Five Million Dollars ($5,000,000) of unrestricted revenues received by the County during the accounting period ending on Mar�_h_JL 1985, and the first Five Million Dollars ($5,000,000) of unrestricted revenues received by the County during the accountin period ending on A rriiT, 1985, and the first Fifteen Million Dollars (15,000,000) of unrestricted revenues received by the County during the accounting period ending on May- „U, 1985, and an amount sufficient to pay the interest remaining to be paid on the Notes at maturity (net of earnings or moneys in the Repayment Fund) of unrestricted revenues received by the County in the . accounting period ending on June 30, 1985 (such pledged amounts being hereinafter called the "Pledged Revenues") , and the principal of the Notes and such interest shall constitute a first lien and charge thereon and the Notes shall be payable ratably from the Pledged Revenues, and to the extent not so .. paid shall be paid ratably from any other moneys of the County lawfully available therefor. In furtherance of this pledge, the County has appointed Bank of America NT&SA in San Francisco, California as Fiscal Agent. The Resolution of Issuance requires the pledged moneys to be transferred to the . F.isca.l-. Agent to be held in a special account until the maturity date at which time these funds will be used to repay the Notes. In the event that there are insufficient moneys received by the County to permit the deposit into the Special .-Account of the full amount of the Pledged Revenues to be deposited in any accounting period by the next to last Business Day of such accounting period, then the amount of any deficiency 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 interest thereon. The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the County and which are generally available for the payment of current expenses and other obligations of the County. Available Sources of Payment The Stop Notes, in accordance with California law, are general obligations of the County, but are payable only out of the taxes, income, revenue, cash receipts and other moneys of the County attributable to the fiscal year 1484-85 and legally available for payment thereof. A 1978 change in the Constitution of the State of California substantially limited the County's ability to levy ad valorem taxes. See "Constitutional Limitations on Taxes and Appropriations." Additionally, California counties, unlike cities, are not permitted by State Taw to impose fees to raise �jeneral revenue, but only to recover costs of regulation or provision of services. The County may, under exist-ing law, issue the Stop lNoics only if the principal thereof and interest thereon will not exceed 85 percent of the estimated uncollected moneys available for the payment of the Stop Notes. The estimated amount nc_ded to r'ray :he Stop Notes and t Ere interest trr.-reon is approximately $69,130,010. The County estimatr:s th .t ;he milo.neys ,ava labie for payment of the Stop Prates will be in excess of ` 176.7 million as indicated in the following table. 04 X52 01710 - 9 - ESTIMATED UNRESTRICTED REVENUE AVAILABLE FOR PAYMENT OF ( . .1984-85 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES (In Thousands) Source Amount Unrestri8,360 cted available fund balance at June 30,. 1984..:...... .. . . .f roper.ty:.tdxes :....,.... ........ ..4... .......:... .....:.:.'.o:.0.0 0 6.....'.. 79,779 .: .. .: 'Takes 'other than current property: .. .Sales tax .... . . . . ..... . .. ......... 6,800 Other taxest11 . . . . .... .. .......... . ........ ........ .. 2,315 Licenses, permits and franchises 4,668 Fines, forfeitures and penalties 3,915 Use of money and property ... .... ..... . .. .. ....... .. .. .. 10,028 Aid from other governmental agencies: Federal revenue sharing . .... .. .. ... ... ........ .... . .. 5,075 State reimbursed homeowner exemptions . .. ........ .. ... 3,135 Motor vehicle in-lieu tax . ... .. . ...... ........... . ... 12,985 Charges for current services .. .... .. .. .. .. .. ........ ... 39,658 To t a 1 .. ... ... .. . ... . .... .. ... ... . .. ........... .. .. ( 1) Includes delinquent property taxes and County's portion of certain shared State taxes. LEGAL OPINION The opinion of Orrick, Herrington & Sutcliffe, A Professional Corporation, San Francisco, California ("Bond Counsel") approving the validity of the Stop Notes and stating that, in the opinion of such Counsel, interest on the Stop . .. Notes is exempt from income taxes of the United States of America under present federal income tax laws and that, in the opinion of such Counsel, such interest is also exempt from personal income taxes of the State of California under present State income tax laws will be provided free of charge to the purchasers at the time of the original delivery of the Stop Notes. A copy of such opinion will be printed on each Stop Note without charge to the purchasers. The statements of law and legal conclusions set forth in this Official Statement under the headings "The Stop Notes," "Legal Opinion" and "Legality for Investment in California" have been reviewed by Bond Counsel. Bond Counsel 's employment is limited to -a review of the legal proceedings required for the authorization of the Stop Notes and to rendering the opinion set forth above. Such opinion will ,not consider or -extend to any documents, agreements, representations, offering circulars or other material of any kind concerning the Stop motes not mentioned in this paragraph. Certain legal matters will be passed upon for the County by the County Counsel and for the Underwriter by Jones, Day, Reavis & Pogue, Los Angeles, California. LEG"LITY FOR INVESTMENT IN CALIFORNIA Under provisions o tthe State Financial Code, the Stop Notes are legal investments for corr,,-iercial banks in the State to the extent that the Stop notes, in the informs-d opinion of the bank, are prudent for the inves:nent of funds of its depositors and under provisions of the State. Goverrim,ent Code are eligible to secure depu,.irs of vpubiic -in the Strf.e, 0177o - 70 - 00 253 RATINGS The County has obtained a rating of from Moody's Investors Service, Inc. and a rating of from Standar3 _177— Inc. Corporation on the Stop Notes. Certain' informaon was suppi.ied by .the: County.to the.rating..agencies to be considered -in evaluating the Stop Notes. The ratings 'issued,ref Iect only the views of -the rating agencies, and any exp;lavation of the significance, of such ratings should be obtained from the rating agencies. There is no assurance that any rating will be obtained or will be retained for any given period of time or that the same will not be revised downward or withdrawn entirely by the rating agencies if, in their judgment, circumstances so warrant. The County undertakes no responsibility either to bring to the attention of the owners of Stop Notes any downward revision or withdrawal of any rating obtained or to oppose any such revision or withdrawal. Any such downward revision or withdrawal of the ratings obtained may have an adverse effect on the market price of the Stop Notes. LITIGATION No litigation is pending or threatened concerning the validity of the Stop. Notes, and a certificate of the County Counsel to that effect will be furnished to the purchaser at the time of the original delivery of the Stop Notes. The County is not aware of any litigation pending or threatened questioning the political existence of the County or contesting the County's ability to levy and collect ad valorem taxes or contesting the County's ability to issue and retire the Stop Notes. There are a number of lawsuits and claims pending against the County including a lawsuit filed by the Firefighter Union seeking $3.3 million. The aggregate amount of the uninsured liabilities of the County and the timing of any anticipated payments of judgments which may result from suits and claims will not, in the opinion of the County Counsel and the County Auditor-Controller, materially affect the County's finances or impair its ability to repay the Stop Notes. UNDERWRITING The Stop Notes are being purchased for offering by Bank of America NT&SA (the "Underwriter") . The Underwriter has agreed to purchase the Stop Notes at par plus accrued interest -From the dated date of the Stop Notes to the closing date. The Underwriter will be paid a fee of 1/4 of 1% of such par value as compensation for its underwriting services, and will be reimbursed for its expenses relating to the offering up to a maximum of $ . The Remarketing Agr eeii7 ant provides that the UnderwriterwiT pure ease a l of the Stop Notes if any pare purchased. The obligation to make such purchase is subject to cer~fain terms and conditions set forth in the Remarketing Agreement. The Under ritcr nay offer and sell the Stop Notes to dealers and others at a price different chin fk?«t si�:t d on the Cover Fuge hereof. The price may he changed fr•o;n by -the Underrnricer. 00 254 M71n C'' ADDITIONAL INFORMATION The purpose of. th:is. Official. Statement is..to supply. information .to ive :bu ers of,., Notes. uotat.ions .from. and.summar.ies..and . .. prospect Y p.. . . explanations. of- the..Stop. Notes,.:the-resolution .authorizing-. the :Stop Notes and of statutes and documents contained herein do not purport to be complete, and reference ' is made to said`'documents' and statutes for full and complete statements of their provisions. Bank of America NT&SA is acting as Underwriter of the Stop Notes and regularly receives a variety of County reports. These reports include audits and budgets as well as certain monthly activity reports such as the status of the fiscal year 1984-85 Stop Note Repayment Fund held by Bank of America NT&SA as Fiscal Agent. Any holder of the Stop Notes may obtain a copy of such report, as available, from the County. All data contained herein have been taken or constructed from County records and other sources. Appropriate County officials, acting in their official capacity, have reviewed this Official Statement and have determined that as of the date hereof the information contained herein is, to the best of their knowledge and belief, true and correct in all material. respects and does- not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. An appropriate County• o.ff:ic.i.al will execute a certificate to this effect upon delivery of the Stop Notes. This Official Statement and its distribution have been duly authorized and approved by the Contra Costa County Board of Supervisors. FUNDING BY THE STATE OF CALIFORNIA Approximately 31% of the County's fiscal year 1984-85 Proposed Budget consists of payments from the State of California. The State's financial situation has improved considerably since fiscal year. 1982-83 when the State exhausted its sources of internal borrowings and was forced to issue revenue anticipation warrants to meet _its cash needs. In fiscal year 1982-83, State cash flow shortages were funded through internal and external sources. Internal borrowings from the State' s special funds totaled $769.,800,000 at the end of April, '1983. In November 1982, the State issued $400;000,000 aggregate principal amount of revenue anticipation warrants. Warrants in the aggregate principal amount of $200,000,000 were paid at maturity on February 22, 1983, and $200,000,000 on June 22, 1983. On February 23, 1983, the State again resorted to external borrowings to finance its cash flow deficit by issuing X450,000,000 aggregate principal ar7ourzt of revenue anticipation notes. These notes miet e paid at mat-urity on March . 11 , 1983, with a portion of the p-toceeds of the sale cf ;850,000,000 aggregate principal amount of tax and revenue anticipation notes of tche State, which matured on Jure 29, 1983. nl71„ 2 ). ( The State is currently experiencing significant financial improvement largely due to the California and nationwide economic recovery, and a resultant growth in tax receipts. . -The -Governor.'s:19847!85.. Budget, . i.n..tro.duced._Janu.ary'1.0:,::.19.84.,.:.;pr..ojec.ts.. a positive. General. Fund:ending.,balance and .ref Tects :an:appropr.-iat:ion. of:$950.7 mi 11 ion as. 4 General_.Fund reserve .by'June "30,.. 1984. .. ..The proposed reserve represents, about3.7 percent -of projected fiscal year' 1984-85 General Fund revenues. CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS Both Article XIIIA and Article XIIIB of the California Constitution were adopted by the people of the State of California pursuant to the State's initiative constitutional amendment process. Recently, a constitutional initiative amendment was qualified to be placed before the voters at the November 1984 general election. The initiative, if adopted, would make a number of changes in Article XIIIA, would further restrict the levy of ad valorem real property taxes or other taxes based on real property ownership, would change property assessment practices, would restrict the imposition of other taxes, assessments and fees, and as a consequence would have an adverse_ effect on the County's cash flow in the 1984-85 fiscal year and subsequent years. If enacted, the initiative would, among other things: (1) Require the County to reduce the assessed value of certain real .property on the property tax rolls and to pay refunds of property taxes or (if the State Legislature so provides) give credits against taxes next due, together with interest on the refund or the credit at the rate of 13% from the date of overpayment. The current State law requires that any person seeking such refund file a claim therefor. Unless the refund is paid within six months thereafter, a claimant may file suit to collect the refund. The County anticipates that the aggregate amount of such refunds, including interest, would be approximately $10.0 million, including refunds of fiscal 1984-85 property taxes. (2) Provide that taxes enacted, or tax increases, on or after August 15, .1983 maybe imposed only if approved ,by two-thirds of the qualified voters of the applicable government entity voting on the measure, or, in the case of such taxes. enacted or authorized by the State Legislature, by a two-thirds vote of all the members of both houses of the State Legislature. For. purposes of the initiative, any charge to pay pension liabilities is a tax. In addition, the initiative prohibits the imposition of any "fees" on or after August 15, 1983, in excess of direct costs of service and in excess of specified cost of living indices over the preceding twelve-month period, without two-thirds voter approval or, if enacted by the State Legislature, by two-thirds of each house. (A fee in excess of direct costs is sp_•cifiled to be a "tax." ) The initiative provides for a refund of taxes or fres effect-ed on or after, August 15, 1983 not riseei:ing these requirements F.nd would require a reduction or elimination of such excesses prospectively. With respect to the County, it is estimated thT,t approxir��aiely ero to $200,000 in refunds would be required under this 1 irritation and that revenues to be received in fiscal year 1984-. 85 F,ould have to be rediuced by Zero to $200,000. r,17Tn - 13 - 00 256 (3) Impose limits on ad valorem property taxes and taxes based upon real � . property to 1% of full cash value and limit exclusions from this limit to pre-July 1, 1918 voter-approved bonded indebtedness thus nullifying existing voter-approved tax increments to fund pension liabilities. This ...provision does not -effect, the. County since the County has .not .levied..any ...voter-approved override taxes.... . (4) Change the'-method of.' calculating ..full cash value of_real. property to exclude intra-famiiy transfers -and placeiimits on the appraisal value of newly-constructed property to direct costs of construction. The County Assessor is unable to estimate what amount this limitation could reduce property taxes, however, the County believes that this change would not result in a significant decrease in property tax revenues. Since this initiative has not been enacted and since there has been no legislative implementation or judicial interpretation, questions regarding its interppretation necessarily must be left to future court decisions and to legisiative action by the State Legislature. AD VALOREM PROPERTY TAXES Taxes are levied for each fiscal year on taxable real and personal property which is situated in the County as of the preceding March 1. For assessment and collection purposes, property is classified either as "secured" or "unsecured," and is listed accordingly on separate parts of the assessment = roll. The "secured roll" is that part of the assessment roll. containing State assessed property and property secured by a lien on real property which is sufficient, in the opinion of the Assessor, to secure payment of the taxes. Other property is assessed on the "unsecured roll." On July 28, 1983, the Hughes-Hart Act (Senate Bill 813) was signed into law. This act provides for accelerated recognition and taxation of increases in real property assessed valuation upon change in ownership of property or completion of new construction. The County estimates that this law. will generate approximately X10 million of the incremental property tax revenue in 1983-84. All incremental revenues derived from this change in law in 1983-84 and 1984-85 must be used for education funding and will not be available revenue of the -County General Fund, except the County may retain up to. 5% of that amount for administrative costs. In 1985-86, the County will begin to receive an allocation of these incremental revenues on the same basis as other property tax revenues. Property taxes on the secured roll are due .in two installments, on November 1 and February 1 of the fiscal year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a ten percent penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is sold to the State on or abort June 30 of the fiscAl year. Such property may tihereafter lbe redeemed by pays pent of the del inquent faxes and the del inquency penalty, plus a redemption penalty of one and one-half percent per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State �.nd then is subject to sale by the County Tax Co11 :ctor. 01110 - 14 _ 00 257 Property taxes on the unsecured roll -are due as of the March 1 lien date and become delinquent, if unpaid, on August 31. A ten percent penalty attaches to delinquent taxes on property on the unsecured roll, and an additional.,.penalty of-one and one-half percent per: month begins to accrue beginning November -1 -of the fiscal iyear, The- taxing author-ity�has four, ways of. collecting- unsecured..personal-; property, taxes: .. (1) a ci.vi.i action against the taxpayer; .(2) f i i ing a cer.ti.ficate .in the office of the -County: Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for recordation in the County Recorder's office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interest, belonging or assessed to the assessee. Contra Costa County and its political subdivisions operate under the provisions of Sections 4701-4717 of the California Revenue and Taxation Code. Pursuant to those sections, the accounts of all political subdivisions which levy taxes on the County tax roils are credited with 100 percent of their respective tax levies regardless of actualayments and delinquencies. The County treasury's cash position (from taxes) is protected by a special fund (Tax Losses Reserve Fund) into which all countywide delinquent penalties are. deposited. The County has used this method since fiscal year 1950-51. A five-year history of Contra Costa County tax levies, delinquencies and the Tax Losses Reserve Fund cash balances as of June 30 is shown below. t. During fiscal year 1980-81 the County reduced the Tax Losses Reserve Fund from $10.2 million to $7.2 million and credited the difference to the County General Fund as provided by Section 4703 of the Revenue and Taxation Code. . Section 4703 allows any county to draw down the Tax Losses Reserve Fund to a balance equal to three percent of the total of all taxes and assessments levied on the secured roll for that year if the secured tax delinquency has been three percent or less for the preceding three consecutive years. After utilizing this procedure, if the County incurs a rate of secured tax delinquency that exceeds three percent of the total of all taxes and assessments levied on the secured rolls, the Tax Losses Reserve Fund must accumulate to a balance equal to five percent of the total of all taxes and assessments levied on the secured roll for that fiscal year and remain at that level until the County has three consecutive years in which the secured tax delinquency rate is under three percent. Total delinquent secured property tax charges in each year since fiscal year 1950-51 have been below 4.00 percent of that.year's total secured property tax charges. 01710 - 15 - '' 00 258 :'COUNTY OF CONTRA COSTA SUWRY OF FULL CASP VALUE AND AD VALOREM PROPERTY TAXATION FISCAL YEARS 1979-80 THROUGH 1984-85 Secured . Current : Percentage Tax Losses Full Property Levy Current Levy Reserve Fund Fiscal Cash Tax Delinquent Delinquent Balance Year Value Levies June 30 June 30 June 30 1979-80 ... $17,498,431,588 $202,8239519 $ 4,9119,417 2.42% 10,206,725 1980-81 ... 18,892,593,032 237,630,961 7,1959889 3.02 7,213,929 1981-82 21 ,648,197,423 .264,897,190 10,557,491 3.99 8,700,583 1982-83 ... 24,453,455,979 294,757,661 10,281,518 3.49 11,158,615 1983-84 ... 26,719,685,704 320,014,000(1) 11,200,490(1) 3.50(1) 12,566.,000(1) 1984-85 29,900,000,000(1) r' '(1 )' Estimated by County. _ Source: County Auditor-Controller. =' 00 259 n171t% - - 76 - COMMUNITY REDEVELOPMENT AGENCY. PROJECTS OF CITIES IN THE COUNTY OF CONTRA COSTA FULL CASH VALUE INCREMENTS AND TAX ALLOCATIONS FISCAL YEARS 1979-80._THROUGH 19.83-84 Fiscal , .Base Year . Fu11 Cash .11jj. ue :.-Total. Tax Year Value Increment`il Allocations(2) 7979-80........ $497,903,936 4T5,860,416 $ 5,849,677 7980-81........ 755,431,368 669,066,188 8,230,647 1981-82.......'. 783,522,580 937,500,047 11,202,319 1982-83........ 816,666,497 1,294,850, 796 75,308,390 1983-84........ 834,968,224 1,382,950,214 15,949,939 (1) Full cash values for all redevelopment projects above the "frozen" base year valuations. These data represent growth in full cash values generating tax revenues for use by the community redevelopment agencies. _ (2) Actual tax revenues collected by the County and subsequently paid to the community redevelopment agencies. CSelf-Insurance Program The County is entirely self-insured for claims relating to public liability (excluding the airport) , automobile accidents, and medical malpractice. It is the.County'.s. p.o,licy to annually appropriate sufficient funds to cover the estimated liability of the County for self-insurance claims to be made during the upcoming fiscal year. Whenever a claim is made, the claim is evaluated and a portion of the appropriated funds are reserved to satisfy the County's estimated liability for such claim. Although the County believes that its past experience enables it to reasonably evaluate its liability for self-insurance claims. no assurance can be made that the amount reserved for such purpose will be adequate, nor can there be any assurance .that the funds appropriated to satisfy claims arising during any fiscal year will be sufficient. CURRENT COUNTY FINANCIAL STATUS Hospital Finances In September 1983 following the closing of the County's books for fiscal year 1982-83, the County discovered that the Health Services Enterprise Funds completed the 1982-83 fiscal year with an appruximate $3.2 million deficit. T'he deficit result,-d from errors in estimating receipts from two revenue sources. In addition, neer regu7atians and �idministrative actions to reduce Federal Medicare and State MediCal costs and an industry-wide decline in in-patient hospital !�riliration generated revenues at less than ziiticipai:ed levels for at least the first ten months of '11933­84. n'177n - j�..- 00 20 { ' In. late 1983, staff from the office of the County Administrator, the Auditor-Controller and the Health Services Department verified the revenue shortages and estimated the annual shortfall for the hospital to be in the range of '$10 �to' $ll miliion: Th-ese :projections :anticipated .some proposed cutbacks "ins°Hea th 'SerVices costs ;:buVdid- not antic ipate, any'-Amprovement " in theL hospital's revenue.-cdl.lection; Z On =November :15, 1983, --the..Board of Supervisors committed .$2 .mfllion.Wom the County's ..General-Fund Reserves .to . the Health Services Enterprise Fund. In mid-January, 1984, another $1,254,000 was committed. . In late January 1984 staff members from these three County departments, together with Arthur Young & Company, jointly analyzed the January 12, 1984 Finance System Reports (representing the first six months of actual expenditure and revenue for fiscal year 1983-84) in order to project the shortfall. This resulted in the shortfall being projected at $9.8 million, which included salary savings directed by Board of Supervisors action. Arthur Young & Company, a certified public accounting firm, in addition to working with the County departments discussed above, had been retained by the County to review the budgeting process and financial operations of the Health Services Department. The Arthur Young & Company report, which was dated January 31, 1984 made several recommendations which the County is implementing, one of which is hiring an independent health-care management firm. Effective February 1, 1984, the County hired a Southern California hospital management firm, Nu-Med Medical, Inc. , to manage the County hospital . , .and the financial affairs of the Health Services Department from February 1, 1984 through January 31, 198.6.— The firm will be paid $525,000 a year for its services. Nu-Med Medical, Inc. has stated that its emphasis will be on enhancement of revenues through revamping the billing system, expediting collection of receivables, and marketing of special services, as well as some reduction of employees or curtailment of health services. Nu-Med prepared a financial report on the Health Services Department on March 26, 1984 which was then approved by the County Board of Supervisors. The report indicated that, based on the first eight months of operations for the current fiscal year, proposed revenues for-1983-84 would increase by approximately $1.7 million while expenditures would decrease by approximately $300,000, thereby decreasing the projected year end shortfall for the Health Services Department to approximately $8 million. While the County is actively pursuing the recorrrQndations of Arthur Young & Company with respect to the County Hospital , it is also seeking to produce . enhanced revenues and cost savings in other aspects of the County's operations so as to achieve the financial results projected by the adopted 1983-84 budget and maintain a balanced County budget. County Actions to Fund the Deficit Beginning in late 1983, the County Administrator's office prepared a list of plans and projects for dealing with the funding of the Health Services deficit. In addi.-ic)n to actions r•ela. .ing to dhe hospital 1.4hich ',.,ere discu'sed above, the County proposed ( 1) salc of excess County Ta nd; (2) disposition of surplus licensed hospital beds; (3) County-gide freeze on hiring, pr orrsation, capital projects and nurdhase of equipment;.- and (4) re-finance of the County Adiainistration Building and the Pleasant Hill County Building. 00 261 01710 - 19 - C' The County sold to other governmental units interests in County surplus lands which raised $2.2 million. The Board. of Supervisors,—on February 28, 1984, began selling County-.:owned, state-issued licenses for--hospital beds: The County sold 86 of ...its. hose=i-tal's::164 -.surplus bed 1-icenses.to National--Medical Enterprises. : The County received :.a nonrefundable cash down payment of..$200,000 for :an option which, when exercised, will result in an additional payment of $1.6 million to the County. The County refinanced the County Administration Building and the Pleasant Hill County Building by restructuring the existing lease with the County Retirement Board through issuance of Certificates of Participation. On April 2, 1984 the County Retirement Board approved plans to sell its interest in the County Administration Building and the Pleasant Hill County Library to the Contra Costa County Public Facilities Corporation, thus allowing for . .refinancing of these buildings. On April 3, 1984, the Board of Supervisors approved the refinancing. Through the sale of $13.8 million Certificates of Participation, the County realized $10,017,000 on closing this transaction on May 17, 1984. On May 22, 1984 the County transferred the $10,017,000 as a subsidy to the Health Service Enterprise Funds. Following this transfer, - $2,253,000 was returned to the County by the Health Services Enterprise Funds and represented a portion of earlier subsidy payment not needed in view of May 22, 1984 transfer. C. Management"C-hanges Dr. Arnold Leff resigned as head of Health Services in December 1983. Or William Walker was appointed Acting Director of Health Services, following Dr. Leff's resignation. Recruitment is under way to select a new permanent Director of Health Services. On January 31, 1984, Mel Wingett, County Administrator, resigned, effective March 16, 1984.. Shortly thereafter, the County named Charles E. Dixon, former administrator of San Joaquin County and more recently a director of a State task force on government efficiency, as Interim County Administrator. The Board of- Supervisors also approved a contract with Ralph Andersen & Associates of Sacramento to find a permanent administrator. On May 22, 1984 the Board of Supervisors unanimously appointed Philip J. Batchelor as .the new County Administrator effective June 11, 1984. Mr. Batchelor was previously Assistant County Executive for Santa Claw County since 1981 and has 17 years experience in county management, budgeting and finances. COUNTY FINANCIAL INFORMATION The Couni.y is required by State law to adopt a final budget by the end of r;ugust each year. The fiscal year 1584--85 Proposed Budget -was adopted by the County on June 26, 1.084 and is based on an assumed 12 percent increase in property tax revenue, and an available .-Lind balance of $8.3 million in the County's General Fund on July 7, 7984. The County is expected Co adlont i'cs ►inal buck;;-t on or about August 31, 1984. During the Bearings which :ill be held with respect to the.- final budget, all appropriations And revenues 6;e subject to review. Since th bO 262 ' budget must be in balance, any shortfall in revenues requires a reduction in appropriations. During the period between the approved Proposed and Final Budget, the County's operation is governed by the Proposed Budget. No increase in the aggregate appropriat-ions can be made after August. 3.1. 1984 urnless°.the County has received certification of--additiona:T revenue°from the ;:sour.ces. of_%,such.irevenue. In order to, ensure 'that the budget remains in balance throughout the fiscal year, periodic reviews are made covering actual receipts and expenditures. In the event of any short fall in projected revenue, immediate steps are taken to reduce appropriations. Appropriation reductions would be achieved through a combination of hiring freezes, employee layoffs, and freezes on the purchase of equipment, services and supplies. California counties are not permitted by State law to impose fees to raise general revenue, but only to recover the costs of regulation or provision of services. COUNTY OF CONTRA COSTA FINAL BUDGET FOR FISCAL YEAR 1983-84 AND PROPOSED BUDGET FOR FISCAL YEAR 1984-85 (In Thousands) Proposed Final 198 -$4 1984-85 Budgett ') Budget(l) (2) REQUIREh1ENTS: General -government.. .................... $ 23,400 $ 27,247 Public protection.. ........ ... .... .... 80,239 87,722 Health and sanitation.... ............. 24,408 47,002(3) Public assistance.. .. ..... ............. 117,415 117,953 Education... ......... .... .......... .. . 5,800 6,300 Public ways and facilities. . .......... 4,277 5,104 Recreation and culture................ 96 147 Reserves and debt service .. .......... 9,274 15,036 Total Requirements........... T7 AVAILABLE FUNDS: Property taxes...... ... ............ .... $ 70,804 $ 79,779 Funds balance available. . ... .. ........ 1 ,158 8,360 Taxes other than current property. .. .. 8,765 9, 115 Licenses, permits and franchises.... .. 4,443 4,668 Fines, forfeitures and penalties... ... 2,985 3,915 Use of money and property. .......... .. 10,307 10,028 Aid from other governmental agencies.. 136,935 150,238(3) Charges for current services.... ... ... 29,046 39,658(3) Ocher revenue..... . .......... ...606.0. 466 750 Total available Funds..... ... T[6T,-gug (56, -.� (1) -includes General Fund, Federal revenue sharing and Library Fund. (2) County Adminis'trator's recon,;:endations as of June 6, 1984. (3) Includes mental health costs for•r.;:�rly ir'ClUded in the CaunS=y Hospital Enterprise Fund. C. Financial Statements General The`'County'.s:`accouri'ting policies conform to priirciples and reporting standards -set-::.forth by the ''State Controller in Accounting- Standards 'and .......Procedures .for.Count ies--State.-of California." :, The County's basis of accounting' is a modified accrual system in which revenues are recorded as cash is received, except for property taxes which are recorded when levied and for certain year-end accruals. Expenditures are recorded when paid, but all unpaid expenditures must be accrued by year-end. All of the financial statements contained in this Official Statement, other than the General Fund Cash Flow Analyses, have been prepared on this modified accrual basis. The County Treasurer also holds certain funds not under the control of the Board of Supervisors,- such as those of school districts, which are accounted for on a cash basis. The Government Code requires every county to prepare an annual report. The Auditor-Controller prepares the Comprehensive Annual Financial Report for the County of Contra Costa. This annual report covers financial operations of the County, county districts and service areas, local autonomous districts and of various trust transactions of the County Treasury. Under Federal Revenue Shari-ing Audit Regulations, independent audits are required of all operating funds under control of the Board of Supervisors. These audits must be conducted at least every three years. Contra Costa County has had independent audits for more than 20 years.. The County hospitals were accounted for on an Enterprise Fund basis for the "first time for fiscal 1978-79. Additionally, the County Grand Jury may also conduct management audits of certain offices of the County. Funds accounted for by Contra Costa County are categorized as follows: General County Funds The general County funds consist of the General Fund and other operating funds. The General Fund is used to account for the revenues and expenditures of the County which are not accounted for by other funds. The other operating funds are used to account for the proceeds from specific revenue sources (other than special assessments) or to account for the financing of specific activities as required by law or administrative regulations. Special District Funds Under Control of Board of Supervisors Special district funds under the control of the Board of Supervisors are -used to account for the transactions of fire protection districts, flood control and storm drainage districts, sanitation districts and county service areas. Special District Funds Under Control of Local Boards and School District Funds These funds are usc_d ,o a.c.count for cash received and disbursed and cash �.nd investina„ts held by the County for these districts. These districts maintain their o-:n accounting records supporting their separate financial statements which are subject to separate audit under State statutes. Trust and Agency Funds Trus, and agency funds are used to account for money and other assets received rnd meld in 1--he capacity of trustee, custodian or agent for individuals and gove noK=ntal agencies. n A171^ - 22 - 00 264 C iiistorical Statements Acc mparpring financial statenents were developed from the Auditor-Controller's Financial Report for the fiscal years 1981-82 and:.1982-83. STATITM OF REVENUES,.EXPENDITURES.AND CHANGES IN FUND BALANCES 00AL CMUN FM FISCAL YEARS 1981-82 AND 1982-83 1981482 1962-83 GA(ERffMAt. FUND TYPES G019MENTAL FUND TYPES Speciais Gerwal Revenue General Revenue Fund Fund Fund Fund E£GINNING Fly 844 CE ............................................ $ 29,576,828 $ 3,657,986 $14,106,945 $ 3,720,21 REVF�AES: Taxes ............................................................. $ 63,443,159 $ 2,948,479 $ 69,557,055 4,940,7E Licenses, permits and franchises .................................. 2,895,181 40,822 3,703,111 45,11 es, forfeitures and penalties .................................. 2,265,420 691,866 2,755,518 947,2; se of money and PAY ::. .........................•••..•.....• 12,127,519 235,134 9,176,175 396,31 Aid from other governmental agencies .............................. 131,986,232 11,877,806 128,654,985 13,473,6E Charges for current services :..................................... 19,766,359 1,646,828 22,796,853 1,618,6 Other revenue .............::::.................................... 2,264,627 4,938 1,927,559 82,81 Total revenue ............................................ V34,748,U7 TW—,4W,-8-751233,571,2;6 V1,.`64�5: EXPENDITURES: Current: General goverment 0000.....................................000.0 $ 27,099,885 $ 376,921 $ 23,367,757 $ 875,1E Public protection ............................................... 73,048,650 (2,639) 78,359,332 5,4E Health and sanitation ........................................... 11,540,440 — 11,691,652 - PLblic,assistance ..............................:.:.............. 109,814,635 4,355,105 106,372,994 5,787,8E Education ..........................a......... ................... 1,771,938 3,406,727 106,427 5,319,8r Public ways and facilities ...................................... 6,217,869 9,589,241 6,443,463 9,581,6; Recreation and culture .......................................... 32,948 — 30,279 . Interest and fiscal charges ..................................... 2,564,996 — 4,0844,317 Total expanditures ..........0.......a.................... 091,361 '_$17,7255',3555 � f T534,5f , .Xcess of rwenues (expoitures) ................................. 2, 9[p]_X(] �L/y,�C.) .[f[��.',`^r.i , - 'atTihqtrar5fei'S Dull`f1 ........................................ (18,123,837) (15,741,757) - 'ransfers in ...........%I.............0...6................6..6... 1,870 341,711 1,639,874 ve,was and other sources ova- (uid,.r) eX;x i-iditur"es and otfiw use ���p (�y , '�}]3� q(J�/�}/� 7�y_' _(�]�3J� ¢ 7�5'}�_ DIN� � CZti.AdIEF ......nQin..........•c..•:.•.•...C.4.0...0Co.4.. g��•Jau�a ..iL4l _V?/_l� ( L�f\�'I/ �i-µgL�" °) Prig a ily %jbsidY fmm Gr.,&,-al Fwd to Hospital Enterprise Funds Audit 'r r-porl by Pe,:t., , M t d,el l Cxr ,�y fc�• f i scr�T k 1;s 79 T ej`�i i770 - 23 - 00 265 CUM OF CWM COM BALANCE 9iEETS AT JUKE 30, 1982 AND 1983 GEL COMITY FUNDS June 30, 1982 Jury 30, 1983 Governun to IFs Goyarr—mta tm Types General(1) Special - Revenue(2) General(l) Revewe(2) ASSETS Cash and invest its.......................... ; 5,529,192 $1,655,810 $32,848,626 $3,189,827 Accounts receivable and accrued revenue....... 7,628,739 1,901,271 10,163,810 1,394,436 Due from other funds.......................... T7,925,900 2,178,137 6,848,479 3,764,877 ..Inventories of materials and supplies......... 878,294 -- 930,056 — Prepaid expenses and deposits................. 191,921 372,080 218,725 300,634 Total Assets....................... 35 ss.649.77 LIABILITIES AND FLUD EQUITY Liabiiities: Camercial Paper............................ _ — — $25,000,000 -- AccoLmts payable and accrued liabilities.... $ 6,744,740 $ 486,574 7,087,232 $3,165,057 Due to other funds.......................... 6,259,188 825,054 5,974,675 1,229,907 State welfare program:advances.............. 4,664,812 — 4,213,372 — Deferred revenue............................ 378,361 1,075,455 814,320 -- Total Liabilities.................. 18, 1,TOT $2,3879 $43,089,599 $4,394,964 Fund Equity: Fund balances: Reserved.................................... 4,919,426 $1,673,594 $ 3,513,222 $2,181,747 Unreserved.................................. 9,187,519 2,046,621 4,406,875 2,073,063 Total Fund Equity...:............. , Total Liabilities and Fund Equity............ (1) As defined in the notes to Financial Statements, "The General Fund is used to account for all financial resources except those required to be accounted for in another fund." (2) Special Revenue Funds are used to account for revenues from specific resources that are legally restricted to eWenditu;es for specified pirposes. SoLrce: Audit reports by Peat, Marwick, MitLTY�11 & Co� for fiscal years M- 1-82 and 19K-83. 00 266 nnr.. - .. .- . .. ... ..._.7A�...._._ ....._. Intrafund Borrowing and Cash Flow The current offering represents the sixth public sale of short-term notes .by Contra Costa County.. During the years.before such .sales, the County ut-il,ized -intr..af.und. borrowing..to -.cover:.the County.'.s:...Genera.l.;Fund:cash shortfalls. County'General Fund expenditures tend to occur in relatively level amounts throughout the fiscal year. Conversely, receipts have followed an uneven pattern primarily as a result of secured property tax installment payment dates in December and April and as a result of delays and uneven payments from other government agencies, the two largest sources of County revenues. As a result, the General Fund cash balance has been negative during parts of each fiscal year and the negative balances were covered by intrafund borrowing from County-held pooled-income funds of the County. The State Constitution allows interfund borrowing, from County-held funds of other agencies, by counties until the last Monday in April of each fiscal year in amounts that do not exceed 85 percent of taxes accrued. The County has covenanted not to interfund borrow during the time that the 1984-85 Notes are outstanding. The Auditor-Controller has prepared the accompanying General Fund Cash Flow Analysis for the fiscal year 1983-84 and a projected cash flow for fiscal year 1984-85. To the extent necessary the County intends to continue to use C. . intrafund -borrowing to cover peak cash flow needs. Under the County's established accounting procedures, the first accounting period commences on July 1 and ends on or about August 10. Each of subsequent 10 periods covers approximately 30 days. Accordingly, each of the first 11 months shown in the following table reflects an actual closing cash balance as of approximately the 11th day of the subsequent month; the final period is from June 11 to June 30 only. 00 26'7 .01710 . THcQ $J 3,/30/04 CONTRA.COSTA COUNTY CASH Ft_OM 1983-1984 (iii Ihou�anrls( CUA ACTLS THROUGH APRIL 1984 ------------------------ ------- - --.. _ .. --- --- rr JULY AuGus T SEP TEMbER Lit-i 111 R Nr)'✓EMbER DECEMBER GEGINNIN8 BALANCES $2,086 $36,241 029,947 $24,580 616,253 $5,3-50 ....s............................................................ RECEIPTS PROPERTY-TAXES s0 s0 s0 12,853 00 $34,801 OTHER TAXES ;614 5" 1;055..,.. 638.:•: 546 1,213 LICENSEB� PERlII. -AND'FRANCNISES ' 1314 326 237 2264 313 363 FIN£B, FORFE1TURA AND PENALTIES .340 127 293 . .47.3 113 261 USE OF MONEY AND PROPERTY 59 18 1,973 69 38 2,027 AID FROM OTHER GOVERNMENTAL AGENCIES 9,633 9,966 LO,204 11,639 7,413 14,220 ENTERPRISE REVENUE 4,916 8,022 3,872 4,732 3,468 3,685 Co DES FOR CURRENT SERVICES 1,160 2,032 1,960 2,710 1,992 2,483 OTHER REVENUE 74 181 79 297 113 186 ACCRUED REVENUE RECEIVED 12,369 1,43& 0 0 0 O TAX AND REVENUE ANTICIPATION NOTES SOLD 27,000 O 0 O O O TAX AND REVENUE ANTICIPATION NOTES SOLD SERIES B O O O O 0 O COMr4ERCIAL PAPER SOLD 37,000 0 0 0 O 0 INTRAFUND BORROWING 0 0 O 0 O O ----------- ------------------------ TOTAL s94,bG3 $22,683 821,673 $23,695 $13,998 539,249 DISBURSEMENTS GENERAL GOVERNMENT - $2,183 $1,318 $2,030 $2,003 $1,516 $1,673 -- PUBLIC PROTECTION 5,860 6,743 6,643 6,492 6,739 6,588 .. HEALTH AND SANITATION 10,700 8,723 7,392 7,800 7,921 7,692 PUBLIC ASSISTANCE 15,168 9,975 9,322 9,439 9,4u4 9,367 EDUCATION , 450 471 548 462 4:0 5=1 PUBLIC WAYS AND FACILITIES 339 393 622 631 618 634 RECREATION AND CULTURE 1 O 6 3 2 2 ACCRUED EXPENSE PAID 14,030 964 0 0 O r) TAX AND REVENUE ANTICIPATION NOTES PLEDGE TRANSFER O O O 5,000 O 23,786 TAX AND REVENUE'ANTICIPATION NOTES SERIES 8 PLEDGE TRANSFER O 0 O O O 0 COMMERCIAL PAPER TRANSFERS O 0 O O O 0 COMMERCIAL PAPER INTEREST EXPENSE 194 192 277 130 93 127 TAX AND REVENUE ANTICIPATION NOTES SERIES B INTEREST EXPENSE O 0 0 O 0 O INTRAFUND BORROW REPAY 11,393 0 0 O O O TOTAL $60,930 928,979 027,040 $32,020 026,723 x50,412 ......e.......................................................... ENDING BALANCE 836,241 $29,947 024,380 016,233 *3,330 314,367 ............s.................................................... TAX AND REVENUE ANTICIPATION NOTES RESERVE ACCOUNT (1) BEGINNING BALANCE RECEIPTS .a DISBURSEMENTS ----------------------------------- --- - -- ENDING ----- ------------------------ - - --ENDING BF,LANCE sp LV cr) ) ,, . . ) s5.r"iV s28,1822 ...........,...........................-........... ..........»«. :014ttERC I AL PAPER RESERVE BEGINNING 9ALAfcE (G) 00 $0 SO $0 LO )FO RECEIPTS DI SBUPSFNEk;TB i�NDIY=*3 SALPkCE -- ---10 40 •s0 3r) 4U 4.0 m««..,............o...n............I.........r... ,-..cam-.»..,......,.�•..w.. AX AND REvENUE f-NT7CIPATIO`4 h7JTES tSER]F_S 8) RESERVE RCCDJNT 40 40 su EE61i:;E11.G F iF.iYCE $0 RELE WTU DISEII?t�?KrrWT13 4?:D 138 twkLtl10E (.0--- rE0 220 220 SO e.> :1 t;o1d Cy FSa[r..l r.g�ht, Cash halanc© nt be-r nninq of fiscal yoAr. :'1) C4nh brlaneo at and cf f,acnl year. :) The lntcreat 4i thm GocirxY-cipfl Fspor `'2222 di%�trlbutiA throughout tho fiscal yaar (July-March)Jat the time u( asch r -r_ T!I[ti 'ej 5/34/84 CONTR(i COSTA COUNTY • CASH FLOW 1983-19B4 •-ACTUALS.THROUGH APRIL 1984 ( �__��------=s-----------------------------------.:q�--- - - -- \.' JANUARY FEBRUmv 11AkCH 1111* L MAY JUNE rurAL ------ ----- -----'---- - IMBINNING BALANCES 014,347 Sbi767 01,332 91,607 3664 03,852 S2,086 (a .............................................................................. RECEIPTS PROPERTY TAXER f0 02,225 f0 0289100 f0 93,357 071,356 OTHER;-TAXES 704 : :m 11007 474 . :851. 857 ,.226 8,765 LICENSES, PERMITS AND FRANCHISES 278 302 1,061 313 132. . 21 .4,926 FINES, FORFEITURES AND PENALTIES 457 113291 301 449 110.. - 3;330 USE OF MONEY AND PROPERTY 43 26 3,110 12 9 3,072 10,455 AID FROM OTHER GOVERNMENTAL AGENCIES 10,575 9,652 9,333 13,173 13,385 10,333 131,758 ENTERPRISE REVENUE 5,287 4,862 6,045 4,415 5,684 5,683 64,673 CHARGES FOR CURRENT SERVICES 2,706 2,032 4,821 2,151 3,104 624 27,777 OTHER REVENUE 251 53 566 7 12,0;,0 102 13,941 ACCRUED REVENUE RECEIVED O O 0 0 0 0 13,825 TAX AND REVENUE ANTICIPATION NOTES SOLD 0 O O 0 O 0 27,(x00 TAX AND REVENUE ANTICIPATION NOTES SOLD SERIES B O 37,000 O O O 0 37,000 COMMERCIAL PAPER SOLD O O O 0 0 0 37,000 INTRAFUND BORROWING O 2,000 2,000 13,000 0 O 17,000 TOTAL 020,305 359,272 027,703 062,323 537,650 $23,548 (468,786 DISBURSEMENTS GENERAL GOVERNMENT 51,724 01,860 32,531 51,681 02,722 $517 $21,782 PUBLIC PROTECTION 7,134 6,660 6,559 6,767 6,600 2,052 74,845 HEALTH AND SANITATION 8,154 7,738 7,340 7,240 8,793 8,601 98,294 PUBLIC ASSISTANCE 9,388 9,581 9,920 9,502 9,528 2,765 113,579 EDUCATION ' 490 430 472 500 429 179 5, 82 PUBLIC WAYS AND FACILITIES 529 149 495 321 382 70 5,642 RECREATION AND CULTURE 2 2 1 3 B 16 46 ACCRUED EXPENSE PAID :. 0 0 0 O 0 0 15,V14 C. TAX AND REVENUE ANTICIPATION NOTES PLEDGE TRANSFER O 0 O 0 O 0 28,786 TAX AND REVENUE ANTICIPATION NOTES SERIES B PLEDGE TRANSFER O O O 37,000 O 0 37,000 COMMERCIAL PAPER TRANSFERS 0 37,000 O 0 0 0 37,000 COMMERCIAL PAPER INTEREST EXPENSE 284 287 90 52 O 0 1,746 TAX AND REVENUE ANTICIPATION NOTES SERIES 8 INTEREST EXPENSE O 1,000 0 0 O 0 1,000 INTRAFUND BORROW REPAY O O O O 6,000 11,000 :8,553 ----------------------------------------------------------------------------- TOTAL 527,905 064,707 027,428 $63,266 034,462 425,200 5468,672 .............................................................................. ENDING BALANCE 06,767 01,332 01,607 $664 93,852 02,200 02,200 C. .............................................................................. TAX AND REVENUE ANTICIPATION NOTES RESERVE ACCOUNT (1) BEGINNING BALANCE S--U,786 *.!S,7U6 J-'8,7V6 $-a.7u. RECEIPTS DISBURSEPtENTS ENDING BALANCE $28,786 828,786 928,786 $28,786 s2B,786 028,786 (5) ...........................................=--------- -...... CO.'r -RLIAL PAPER RESERVE )3EGIttifINs Rj*4LARCE (4) 30 :s0 037,000 IIO 00 $0 P.ECE I P TS 37,000 DISBlu1;m• ItiNYS 27,000 .1 Y;0 - ------- 37,000 00 SV SO 80 ENOIM3 '=.'�L�1t E 80 F-:0 REVIEN7JE !•VTT_CIPATION N-OTES 07-RIES S) FRE-S.ERVE RS_rO�.P#T &E-BIw.glF:9 kkALAUCE SO t0 =0 31 ,i->O A7.8,c"JO :738,0Oil EC-LIPTS 1,000 (6) ;7,�K?iV --- GL7IK3'C;cLf�r': fH> ----80 -- 000 n�a sl uS8,000 , ,CK)o f;,33,000 !1) F;a1A tay Fic;rdl f-r.`int. OO ��� t2) Caih n !ml�inCe at bk+4ining of fi+ieal yo&.-. (y') C-Aii�t halanen et i+n0 of fiur_al year. , G LM 00000000000010 l o n O e n n n o O o 0 o 1 0 1 ONo o O 1 0 ( i i, m -0r� OMMMv 'a N -• tl00 on .. -� In •� 1 1 o a ao 1 0 o 10 I v 0- riLO (14n0 0 1 v 1 0 a O 1 0 ! 2 • . I . r . 1 1 . d I F ;. 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U lntn 1 �+ 0muzwAhaxu0 - Xan u U 1-�- F- W ,a Z C a z CC ►- - mwZZhU2Z W ' !c77 aaw zXOO LUWU -- z -.. UU : 1 z LLD ..JLL. 7Oa0 VjCL Y !L aJ LL IX - -- 1Z I- W lr4MO W 1 C7 1 C7 Employees A summary of County employee levels follows. Some employees are hired . under various federal l funded programs.. y P 9r ams. :. . . . : COUNT 'OF ,CONTRA'-COSTA COUNTY EMPLOYEES As of As of December 31 Permanent( l) December 31 Permanent 1977.............. . 5,716 1981......... .. ... 5,456 1978. . ............. 5,350 1982.............. 5,451 1979.. .... ..... .... 5,378 1983........... ... 5,272 1980. . ............. ..5,506 (1) Excludes temporary, seasonal and CETA employees, which on December 31, 1983 totaled 548. County employees are represented by 26 bargaining units of 17 labor organizations, the principal ones being Local 1 of the County Employees Association and Clerical Employees Union which, combined, represent approximately 43 percent of all County employees in a variety of classifications. The County has had a successful and positive employee relations program, including successful negotiations of cost effective agreements over the years. During August 1979, the Board of Supervisors approved salary adjustments for over 95 percent of employees, effective July 1, 1979, which resulted in an average salary increase of 6.9 percent. Effective July 1, 1980 County employees were granted second year adjustments averaging 7.9 percent which remained in effect through June 30, 1981. New agreements in September and October 1981 , raised salaries for most County employees 10% effective July 1, 1981 , with another raise of about 8% effective July 1, 1982. The County is currently negotiating with the employees' .representatives for fiscal year 1983-84. The County anticipates that an agreement will be reached which provides for no major increase in employee gages or benefits in fiscal year 1983-84 and anticipates 5-8% average salary increases effective August, 1984. Unions representing County employees have picketed on several occasions. Retirement Programs The County has a retiree}znt plan administered by the Employees' Retirement _ System of the County of Contra Costa which covers substantially all employees and to which contributions are -Mde by bath the County and the employees. The plan provides "basica death, disability and service retirement benefits based on specified percentages of ti rtth ly - inal average salary and, in addition, provides cr:nval cos.-of- l-I'ving adjustments after retirement. As of Dectamber 3T, 1983 there t.-ere 5,858 active general members ,and 981 active safety members (police and fire) including employees of certain other governrrp2ntal agencies. Retired members totaled 2,685. O� 272 Employer contributions are based on percentages of salaries as determined on an annual basis by the Board of Supervisors. The County's policy is to fund expected "basic" benefits over the average working lifetime of present members, except :that.unfunded-. prior. .service: cost arising from plan amendments, actuarial :gains and, losses-,: or-other-1actors� is funde-&over 30.years. Expected cost-of-living adjustments are partiaT.ly :funded -over­�10'-year .periods. Beginning August % 1980 the- Retirement System .:implemented legislation whereby new general employees participate in a reduced program, paying roughly half the premium and receiving half the benefits at retirement. Existing general employees were permitted to transfer to the new program for future credit only. . Pursuant to the County Employees' Retirement Law of 1937, actuarial valuations of the retirement system are required at least every three years. The Retirement System's actuaries estimated the minimum contribution provision under generally accepted accounting principles for the fiscal year ended June 30, 1983 to be approximately $27.,254,000. Contributions made by the County and by county employees for the year ended June 30, 1983 approximated $23,922,000 and $6,693,000, respectively. For the year ended December 31, 1983 total contributions and earnings to the Retirement Fund were $72.1 million with payment to current retired employees of $20.1 million. The County's Retirement Fund is approximately 94 percent funded. Long Term''Ob`ligations General Obligation Debt The County has never defaulted on the payment of principal or interest on any of its indebtedness. As of July 1, 1984, the County of Contra Costa has no direct general obligation bonded indebtedness, the last issue having been redeemed in fiscal year 1977-78. The County has no authorized and unissued debt. Lease Obligations Contra Costa County has made use of various lease arrangements with joint powers authorities, nonprofit corporations, and the County Employees' Retirement.Association for the development of capital projects. The projects are then leased to .the County for a period of 15-30 years. The last capital lease ends in 2004. As of July 1, 1984, total base rentals payable as pledged. security over the remaining. life of these issues is estimated to be $61,185,669. A summary of. base rental payments and total future lease payments is shown below. 00 273 COUNTY OF CONTRA COSTA SUMMARY OF LEASE RENTAL OBLIGATIONS Total u ure _... Annual.. : .Lease Payments : y 1, . .. Base a s, of .Ju.. Rental 1984 Contra Costa County Employer�Retirement Association .. $ 283,456 $ 1,200,511 Other Major Building Leases . . ....................... 611,862 .10,364,254 Contra Costa County Public Facilities Corporation ..... 468,662 6,561,268 Contra Costa County Public Facilities Corporation (Capital Project I ) ................... .. ............ . 596,799 7,874,167 Contra Costa County Public Facilities- Corporation (Capital Project II)..............0000000000000000600 315,356 2,528,919 Contra Costa County Public Facilities Corporation (Capital Project III ) ....................... ......... 1,622,682 32,656,490 Total.... ....... ................�.........r..• f f f ! (1) Includes Contra Costa County Juvenile Facilities Corporation, but excludes- equipment lease. The County has an option to purchase each of the properties under lease/ —purchase agreements with the Employees ' Retirement Association at any time during the term of each lease for the remaining amount of the capital lease obligation, subject in some cases to a premium ranging from 5 percent to 9.5 percent. In the event. the. County does not exercise its option to purchase a building, the Retirement Association has the option to purchase the County land on which the building is located at the fair market value at the time the lease terminates. The other major building leases also contain purchase options at the termination of the leases for nominal purchase prices, or provide for automatic vesting of title in the County. Overlapping Debt Contra Costa County has no direct general obligation bonds outstanding. However, the County does have lease revenue obligations. In addition, the County contains- numerous municipalities, school districts and special purpose districts as well as the overlapping Bay Area Rapid Transit District and East Bay Municipal- Utility District which have issued general obligation bonded indebtedness. A statement of overlapping debt is presented below. Some of the issues may be payable from self-supporting enterprises or revenue sources other than property taxation. C0110 OF CONTRA COSTA ESTIMRTED DIRECT AND 0VELAPPING BONED DEBT Full.Cash Value(19 3-84).................... ............................ $26,719,685,7040) PooUlation................................... ......................'..:.;. 693,700 Debt e uy 1, Percentage Contra Costa Contra Costa County� � Public .................. 100.000 24,950,000 Baby Area Rapid Transit District................................ 30.921 173,443,619 East Bay Mnicipal Utility District............................ 43.905 52,929,672 San R&mn Valley Unified School District & Educ. Facility Corp. 100.000 13,854,000 : -Other School Districts and School Building Corporations........ 100.000(4) 15,701,496 City of Richmnd General Fund Obligations...................... 100.000 22,025,000 City of Concord and Concord General Fund Obligations........... 100.000 15,937,000 Other Cities and City Authorities.............................. 100.000 12,428,000 -- Hospital Districts and Hospital Authorities.................... 100.000 20,400,000 Sanitary Districts............................................. 100.000 18,894,000 County Water Districts......................................... 100.000 7,962,000 Other Special Districts.. . ................................... 100.000(4) 10,590,322 (: 1915 Act Assessment Bonds�5j................................... 100.000 49,214,510 TOTAL GROSS DIRECT X@ 9VE3LAPPING BONDED DEBT............................. $0,0,619 Less: East Bay Ainicipal Utility District (100% self-supporting)........ 52,929,672 . Self-supporting water bonds....................................... 12,264,430 TOTAL NET DIRECT AND OVF�'d1 NIC BOI ED DEBT............................... $373,135,5T7 Ratio to(6) Full Cash Per Value Capita Direct Bored Debt (Includes County Lease Rets Ob T igat iorns). 0.109E $ 36 Total Gross 0irect.and,Over Tapp ing.Banded Det................. 1.72 632 Total Net Direct and Nw7apping -Banded Debt....,..a0a0 ...o... 1.46 538 Full Cash Value.......................................s.00.o... — 36,813 (1) Ian� 1, 7%4, State DepartTot aF Fin ce estimte. . (2) Ercludas sates, if any, beta—n Juga 1, 1984 and July 1, M4. Also excludes re�� toms, ur-?tmq-- meme Lends, refur:iirg bonds, tax :TTortian (=ords, aM r!oir n c?"ital Taatp cbllsr" ns. (3) Cmeq leas-- rotal cbl ig-a ims. Irr lud--s s Te of $13,=,000 CNrtif is ates of Faa-Licfrtib n u.dw Ca:;oital PFbj�-;ct III. Also ref'leres advaxe r e tMinns of the $4,500.000 in Pn-oisct I Srzix•ies A Bim, ismF:id in Mw—, a=-J tip ;'1 ,0 C fifGtes of Parimpatirm sold in Jco e 1922. (4) Vai OS, iv Aly TOOp�c��is iapp l i.<<:'.)l e. (5) 't: .i:i1;Ej�o (6) Ratio b- sed on Full Cees VaTte, lis ins}ts of g1,M,77a,cM. sm"rva: CaTiro;nia Statistics Irr'., -&--n Fm a:.xisw, Califfmmia. 00 2"it 5 r THE COUNTY Economic Outlook for 1984-85 A favorab°le sfactor in :the- economic outlook, for. Contra.Costa-County-for -<>­: 2 1984 and,future years . ts.the .many major commer.ciaT.:and.' industri.a.l-.buiIding projects f tak.ing. shape::a.long.-Interstates 680 and .80.. r.unning :through. the County. The increase in office space in Contra Costa County has been substantial. Non-residential valuation of building permits totaled more than $362 million in 1983 versus $218 million in 1982, .$206 million in 1981 and 1158 million in 1980. For the last few years, office construction and leasing has been the much-publicized centerpiece of the County's economy. It is estimated that over 4 million square feet of office space will be constructed in the next .two years. The County's excellent labor force, and lower land acquisition and leasing costs than nearby metropolitan areas should continue to make the County an attractive area for new construction. 1984 will bring significant progress on several major office projects including Chevron Park and the Pacific Bell office center in the Bishop Ranch project in San Ramon, and the Bank of America data processing and office complex in Concord's downtown redevelopment area. Completion in the middle or latter part of 1984 of several large office complexes in the Central and South Count should la a significant role in �_.., P Y play 9 expanding employment opportunities in Contra Costa County. Expansion of office employment should create a need for more retail and service businesses in the County. The accentuation by the Reagan administration on defense spend.ing is likely to benefit several County-based high-technology plants that deal extensively in military contracts. In addition the Bay Area, including Contra Costa County and the Port of Richmond, are in excellent position to increase shipping and cargo handling because of continued growth in Pacific Basin trade. A number of high technology firms are seeking to locate in Contra Costa County. Major light industrial and office settings like the Shadelands/Interland area of Walnut Creek and Bishop Ranch in San Ramon should continue to be the focal points of heavy leasing activity. Other kinds of "mixed .4%p dPvwlnnmPnt" are in the planning stage, as demonstrated by the blueprints for the Ellinwood project in Pleasant Hill, the site of housing, offices and -restaurant construction; the Torn Centre Complex in Walnut Creek, a planned housing, hotel, shopping and office complex; and Hilltop in Richmond where housing, light industry, offices and service businesses are part of a master plan for the future. County GovFrnmlant Contra Costa County was incorporated in 1850 as one of the original 27 counties of the State .with the City of 11•1artinez as the County. Seat. It has a oneral law form of government. A fie rnc-rber uoard of Supervisors elected to four-•year Lerms serves as the legislative body. Also elected are the Assessor, Auditor-Controller, Clerk--Recorder, District Attorney-Public 00 270 n171„ Administrator, Sher iff-Coroner,' and Treasurer-Tax Collector. A County Administrator Officer appointed by the Board of Supervisors runs the day-to-day business. Contra Costa"County: s one of th'e nine` count es 'in" the- San Francisco4a-k7and Bay Area. It •covers about square miles!-and extends from the northeastern- shore of San .Francisco -Bay easterly about..20 miles.to San : Joaquin County. Contra Costa is bordered on the south and west by Alameda County and on the north by Suisun and San Pablo Bays. The western and northern shorelines are highly industrialized while the interior sections are suburban/re.sidential, commercial and light industrial. A large part of the interior is served by the Bay Area Rapid Transit District (BART) which has motivated a rapid expansion of residential and commercial development. Industry and Employment Most of the heavy manufacturing is located along the north shore of Contra Costa County fronting on the Suisun and San Pablo Bays leading to San Francisco Bay and the Pacific Ocean. Major industries are petroleum refining, steel manufacture, prefabricated metals, chemical, electronic equipment, paper products and food processing. Descriptions of major industries and companies'.- fol low. Petroleum products manufacturing formed the initial basis of industrial (: . development in the County. Currently four companies manufacture products from crude oil. The largest in terms of capacity is Chevron USA (Standard Oil Company of California)--Richmond Refinery which began operations in 1901. The Chevron refinery, located on 3,000 acres, has a capacity of 365,000 barrels per day and manufactures a complete line of petroleum products. The bulk of the crude oil is from Alaska. Shipping facilities include the company's own wharf which is capable of handling four tankers at a time, making it the largest in the Bay area in terms of tonnage. Chevron operates a fleet of 53 tankers of which nine are for intrastate business.- Petroleum products are also shipped by truck and by two railroad carriers. Standard Oil recently completed over $400 million of modernization improvements to its facilities at the Richmond Refinery. Chevron USA operates the Ortho Division of Chevron Chemical Company in Richmond, which manufactures pesticides, fertilizers and chemicals for agricultural- and nonagricultural purposes. Chevron Research Company is also. . located in Richmond and is the only non-geological research arm of the company. A new $75 million research center, currently under construction, is nearing completion. The facility will be used by Chevron Research in its continuing program to improve the efficiency of conventional auto, aircraft and marine fuels. Chevron Accounting Division is located in Concord. It serves as the finance and computer facility for Chevron USA's entire domestic operations. The Accoun-Ling Division is quartered in a new 400,000 square rout building which was completed in early 1:082. Chevron USA personnel involved in exploration, land and production (totaling 500 employees) are temporarily quartered in the neer Concord facility pending construction of. the 143-acre, 1,6 pillion square foot office complex planned in San Ramon. The San Ramon fac i l i 4y ,,ei l l mouse some 6,000 employees involved in computer end other furnctions. 00 27'•7 r Total employmerif= in the County for Chevron USA is broken down as follows: Richmond Refinery--2,580; Accounting and Computer--2,050; Research--1,500; Exploration, Land and Production--500; Ortho Division--720, and Marketing--150. Shell Oil Company began 'operating' inl Martine!-1n 1915. ` The Shel'l' Oil and 'Ch'emical 'Mart inez .Manuf. acturing- Complex, :, ocated on- 1.,100 :acres, As. a combination 01-ref fheryand 4ndustriaT .chemical manufacturing .unit. It is one of three Shell facilities on the West Coast which supplies all Shell products to the western states. The complex has the capacity to process 120,000 barrels of crude oil per day. About one-half the crude oil is transferred via the company's pipeline from California oil fields while the other half is shipped from Alaska. Shell 's docking facilities can handle two tankers and two barges simultaneously. Finished petroleum products are shipped out via a company-owned pipeline, Southern Pacific Railroad's pipeline. and via railcars and trucks. In late 1980 Shell Oil commenced a X300 million modernization program which increases output of gasoline and turbine fuel refined from higher sulphur content domestic crude oil. - Shell employees in Contra Costa County total about 1,300, of which 1, 165 work at the Martinez complex and a small Pittsburg operation. In addition .. Shell Oil and Chemical operates a business office in San Ramon employing 135. -- Union Oil Company operates an oil refinery at Rodeo between the cities of Richmond and Martinez and distribution terminal for Northern California at ( Richmond. The oil refinery, which began operations in 1896, occupies 1,100 acres and processes up to 100,000 barrels of raw materials per day. Union's docking facilities can handle tankers up to nine million gallons. There are 520 full-t.ime employees at the refinery and 80 at the distribution terminal. Tosco Corp. operates the 126,000 barrels per day capacity refinery at Avon. The refinery, which has been in operation since 1910, uses crude oil from the Porth Slope of Alaska and the heaviest crude oil from California oil fields and refines it into high grade light fuel products. It is located on a 2,200-acre site and employs 772 people. U.S. . Steel-Pittsburg Works began operations in 1910 in Pittsburg. It currently operates a finishing mill, sheet mill and tin mill. The company ships its products by three railroad lines, ocean going vessels or via trucks. Its employees total 1,400. In the 1960's Contra Cosca� County developed as a center of light manufacturing, primarily in the electronics industry. The largest of these companies is Systron-Donner. The company began operations in Concord in the early 60's and is now located in four buildings on 23 acres and employs 950. A number of the heavy industry companies have located research and/or office divisions in the suburban centers of San Ramon, Concord, and t�alnut Creek. The table folTowing lists certain major e:,lployers in Contra Costa County. In addition to the manufacturing employment base, Contra Costa County has a large and growing corcrercial, business and services industry. Several large firms, including Bank of America and Pacific Bell, have announced plans to build neH facilities in the County. A substantial portion of Contra Costa' s work force co,�autes to San Francisco primarily to white collar jobs in the City' s financial district. oo 278 Total employment in Contra Costa County was estimated by the State Employment Development Department (EDD) at an average of 217,700 in 1983, up from an average of 208,300 in 1982. Overall in the last five years -(1979-1983) total employment :rose. 12%.percent• while. population increased 7.7% -percent. 1 EDD no longer compiles data .of. job:!.categories for: Contra Costa County. The County's detail is now aggregated as part of the five San Francisco Bay Area Counties group. In 1981, the last year in which the County's data was reported separately, four major job categories comprised 76 percent of Contra Costa County's work force. They were retail trade (22.2 percent), services (20.6 percent), government (19.2 percent) and manufacturing (14.0 percent). During the five years from 1977 through 1981 finance, insurance and real estate was the fastest growing major category increasing by 48 percent, followed by a 30 percent increase in services and a 25 percent growth rate in wholesale trade. In contrast, agricultural employment declined by 15 percent. The table titled "Labor Market Survey" summarizes employment by industry of workers in Contra Costa County since 1977. The figures presented are annual averages which are estimated by the State Department of Employment Development. Comparable data for 1982 and 1983 are not available from the ' State Department of Employment Development. In April 1984 unemployment .figures were as follows: 6.1% for Contra Costa County, 7.7% for State of _ California and 7.5% for the United States. 00 2�s CUM OF CMM COSTA WJ R IPDUSIJ& DPLOYERS WM MRS THAN 500 ENPLOM Firm Location . .. . ,Product :...,EmP oyment Chevron US4, Inc. Refinery................... Richmond...................... Petroleum products................ 2,580 Accounting Division........ Caroord....................... Firauxe............................ 2,050 ntyResearch Conpa ........... Ric,Errbnd...................... Resewrrh.................... ...... 1,500 Chemical-Ortho............. Richmond...................... Chemicals, fertilizer............. 720 Exploration, Land and Production............... Concaord............................................................ 500 Marketing................ San Rwm................... 150 Safevay...................... Contra Costa Canty........... Retail food outlet................ 3,600 U.S. Steel................... Pittsburg..................... Steel products.................... .1,400 California & Hawaiian Corparly Crockett...................... Sugar refinery.................... 1;300 Shell Oil CoriparV............ Martinez, San Ramon........... Petrolew products, administration 1,300 Naval Weapons Station........ Coniord....................... Flnitions depot................... 1,250 Systron-Domer............... Concord....................... Electronics....................... 450 Dow_Chemical, U.S.A.......... Pittsburg, Walnut Creec....... Chemicals, research, sales........ 700 Tosco Corp................... Avon.......................... Petroleum products................ 772 Union Oil of California Rodeo, Rictuond............... Petroleum products................ 600 Stauffer Chemical Coripany.... Richmond, Martinez, Pittsburg. Chemicals, research............... 575 Louisiana Pacific-Fibreboard. 'Antioch....................... Kraft, linerboard, containers..... 521 Souroe: Bank of America Public Finance Survey, February 1984. Ca rY OF COHrRA COSTA LABCR HVW SIM (in thousands) .1977 1978(1). 19790) 1980(1). .1961(2) Mining and construction................... 11.0 12.5 13.8 14.1 73.4 Manufacturing............................. 26.5 26.4 27.5 . 27.1 28.4 Chemicals............................ 4.1 3.9 3.9 3.6 3.8 Petroleum............................ 5.0 5.0 5.3 5.4 6.9 Other nondurables.................... 6.2 6.0 5.9 5.8 5.7 Durable goods........................ 11.2 11.5 12.4 12.3 12.0 Transportation and public utilities....... 9.7 10.4. 10.9 11.8 12.0 kholesale trade 7.1 7.6 7.9 8.7 8.9 Retail trade.............................. 38.5 42.0 43.8 44.1 45.2 Finance, insurance and real estate........ 8.7 10.2 11.5 11.9 12.9 Services.................................. 32.3 26.6 38.3 40.0 42.0 -• Business se-vices.................... 6.1 7.0 7.9 8.4 8.8 Health services...................... 9.6 10.2 11.0 11.4 11.9 Other services....................... 16.6 19.4 19.4 20.2 21.3 Gov rent................................ 40.5 40.4 38.9 39.7 39.0 Agriculture............................... 2.0 1.9 1.8 1.7 1.7 Total........................... 176.3 126.8 1943 199.0 203.5 (1) Total does not add due to int rounding. (2) Last year data available by County basis. For 1982 and 1983 data not available from State Departnmt of Elrploy.-mt Deve7opm2nt. County now included as part of five San Francisco Bay Area Counties group only. Source: State Depar bi ent of Errploy Tent DevelopTent. OT710 - 39 - 0 0 2Sj Environmental Control Services Water Supply: The East Bay Municipal Utilities District (EBMUD) and the :Contr.a. Costa .,County'.Water, District supp,ly•residents.with water. EBMUD, -the. second largest :re,tai:l mater .distributor west of the Mi.ssiss:ippi .supplies water :to the western :part .of .the County: Alinety-five percent of its supply is the Mokelumne River stored at the 68 billion gallon capacity Pardee Dam. The District is entitled to 325 million gallons per day under a contract with the State Water Resources Control Board, plus an additional 325 million gallons per day under a contract with the U.S. Water and Power Resources Service (formerly the U.S. Bureau of Reclamation). The District does not plan to draw on its federal entitlement for the foreseeable future. Currently the District's water supply is sufficient. The Contra Costa County Water District obtains its water from the Sacramento-San Joaquin Delta. It is entitled under a contract with the U.S. Water and Power Resources Service to 195,000 acre-feet per year. Water sold has ranged between 80,000 and 110,000 acre-feet annually. In addition, a number of industrial users and several municipalities draw water directly from the San Joaquin River under their own riparian rights, so that actual water -- usage in the service area averages about 125,000 acre-feet annually. The District states its water supply is sufficient for the foreseeable future and has no plans to bring in additional supplies. Sewerage: , Sewer services for the County are .provided by approximately 20 sanitation districts and municipalities. Federal and State environmental requirements plus grant money available from these two sources have resulted An about 14 agencies upgrading, expanding and/or building new facilities. Flood Control: The Contra Costa County Flood Control District has been in operation since 1951 to pian, build, and operate flood control projects in unincorporated areas of the County except for the Delta area on its eastern border. The Delta is interspersed with inland waterways which fall under the jurisdiction of the U.S. Corps of Engineers and the State Department of Water Resources. The District has one major project under construction--a $25,000,000 project in the -vicinity of Concord. The District's portion of the cost is $1 ,850,000; the rest is provided by the Corps of Engineers, the project builder., . The County has. .experienced no major flooding in urbanized-- areas since October 1962. Population Population in Contra Costa County reflects the County's growth as a manufacturing center in the early 1900' s and as a light manufacturing and suburban center beginning in the 19501s. Population rose almost 200 percent in •Che 1940's, due mostly to wartime industry in the City of Richmond. During the 50's and 60's population increased 37 percent each decade. The 1970's saw a slower growth rate of about 17 percent. The table below shows a 40 year history of the County's population growth. 00 282 . - - .... ..._ . . ._ . . . —fin. Population centers in Contra Costa County.first developed in the Coastal cities of Ridmond, Mutinez, Pittsburg, and Antioch. Heavy artufacttring provided the major impetus for population growth. Three other unincorporated tams, Lafayette, Orinda and hbraga, became prime residential areas When -access to Oakland and San.Francisco oras.improved by the.opening of the Caldeaott Tunnel in 1931. Two uiinwrporated areas:both]XICarre rev cities .in.1982,.Danville and San Ramon. ..Both cities .. .:are..locataed in-the southern part of:.the County and awe. their .growth Partly to :being located along Interstate 680. The cities of Walnut Creek and Concord grew rapidly during the 1960's and 70's. chile both cities have an economic base of light manufacturing, their population Tvdth came about from opening of hilneys primarily to San Francisco and in the 70's from the establ shnmt of rapid transit (BART). COUNTY OF CONTRA COSTA POPULATION Special - Census City-Area 1940 1950 1960 1970 1975 1480 1984 Antioch.......... 5,106 11,051 77,305 28,060 33,215 43,559 46,550 Brentwood........ -- 1,729 2,186 2,649 3,662 4,434 5,150 Ciaytcn.......... . . - - - 1,385 1,790 4,325 4,490 Concord.......... 1,373 6,953 36,208 85,164 94,673 103,251 105,000 Danville......... - - - -- - - 27,550 E1 Cerrito....... 6,137 18,011 25,437 25,190 22,950 22,731 23,250 Hercules......... 343 343 310 252 121 5,953 7,300 Lafayette........ -- -- 20,484 19,628 20,879 22,550 %rtinez......... 7,381 8,268 9,604 16,506 18,702 22,582 25,300 Fbraga........... - - - 14,205 14,418 15,014 14,850 Pinole........... 934 1,147 6,064 15,850 15,337 14,253 14,550 Pittsburg........ 9,520 12,763 19,062 20,651 24,347 33,034 38,600 Pleasant Hill.... -- - - 24,610 25,398 25,124 27,350 rn Ridvnd......... 23,642 99,545 71,584 79,043 70,126 74,676 76,900 San Pablo........ - 14,476 19,687 21,461 19,392 19,750 21,200 lalnut Creek..... 1,578 2,420 9,903 39,844 46,034 53,643 57,300 Unincorporated... 44,436 122,278 191,680 163,035 T73,035 194,034 175,800 Total County.. 100,450 298,984 409,030 558,389 582,829 657,252 693,700 1aIif-brnia....... 6,907,387 10�586,7?_3 15,717204 18,135,045 21,185,000 23,668,562 25,415,300 Sources: U.S. Cenm: . 1940--1980; State Depar-tamt of Finance: 1975 a W. 0. 253. ( Conmwtial Activity Comrrcial activity forms an important part of Contra Costa County's ecornary. Bebeen 1979 and 1963, total taxable transactions rose 18 paceht. The table below shows the County's taxable transactions for 1978 thro...+¢n 19829 For the first tt>ree charters of 1983 (tine most recent.data.availab.le) retail sales totaled.�'t;315;559;000 and total tumble transactions aeraarted.to.$3,094,014,000. This:c pares.with.,retail . sales of �2,054.410,000:and:tntal .taxable transactions of.42,832,266,000 Lrirg.the first tutee quarters of 1982. Mxfh of the County's camarcial activity is concentrated in central business districts of the cities and unincorporated towns. In addition four regional shopping cartes and numerous smaller centers serve County residents. The regional centers located in the cities of RictvrW, Concord, Wnut CYeelc, and Antioch each are anchored by at least three major stores. The largest is Sun Valley Shopping Center vMcn opened in 1967. Nbcyls, Sears, Pemey's, Mervyn's and DWiumrCapwell serve as anchors; total hunter of stores is 130. The County is saved by all major banks. They include (nater of branches in parentheses) Banc of America NrM-(24), Security Pacific (7), Wlls Fargo (19). Crocker National (9), First Interstate (6), and Hibernia (8). In addition there are n TE rous smaller banks and branches of smaller California and foreign barks. Thee are over 30 savings and loan associations in Contra Costa County including Hcrre Savings, Creat Western, San Francisco Federal and California Feda'al. CUTY CF CCA M COSTA TAXAELE TRMYCTIONS (in thousands of dollars) 1978 1979 1980 1981 1982 1983 Apparel stores.................... 104,386 113,179 124,452 131,928 144,560 (l) General nwchandise steres........ 456,539 473,509 520,946 5489544 570,262 Specialty stares.................. 1389782 1679666 1869679 205,402 223,128 Food stares....................... 176.138 203,515 211,301 288,999 294,053 Package liquor stares............. 46,829 559523 56,789 57,605 53,933 Eating and mincing places........ 190,357 214,854 237,853 261,551 282,534 Hare furnishings and appliances... 111,675 1419543 136,325 145,254 149,903 Building nate•ials and farm inplentnts...................... 159,671 1813,388 210,660 192,685 187,534 Service Stations.................. 670,422 923,414 1,064,817 7349819 50,007 . .AutorobiTe, boat, motorcycle and plane dealers and parts outlets. 368,03 395,299 373,051 412,385 447,256 Total Retail Cutlets;....., $2,423,092 -V,876,900 $3,1241893 V,91-9,162 5.2,858,170 Busir--ss and personal services.... $ 77,658 $ 88,530 98,263 $ 172,220 $ 123,125 All o,jiw oxcTets�.................. 519,6,7.7 09,152 755,152 550,637 x,755 Toa-al All WLIets........ S,31CO),3-/7 X3,624,582 $3,979,303 $3,942,019 73,891,051 V,277,407 7 �� Ts by caies for fully � % st available. 17"1 t C'...w',-ce: State Ford crf' Egt.aK!?,-1Lion. 01710 9,0. 2 8 _..... .. Construction Activity The value of building permits issued in Contra Costa County totaled more than $795 million in 1983, a significant increase from prior years. The fastest growing component has �been nonresidential construction which. totaled $362.9 million in . 1983: Of that total, commercial Aoffice valua.tion .accounted.,for..1274.6 million, . ' 'marking. the second h.i.ghest :co�nercial -valuation in Northern California. Commercial valuat .on reflects. a rapid increase in construction of 'office space as major companies are expanding facilities or relocating offices to'Contra Costa County Residential building permits totaled $432.2 in 1983. Single family permits have typically, comprised 75 percent or more of new dwelling units authorized. Over the five year period (1979-1983) permits have been issued for 19,215 single family homes and 5,046 multiple family dwelling units having a total valuation of $1,494,750,000. Approximately one-third to one-half of the single family permits were issued in the unincorporated areas of the County. The following table provides a summary of building permit valuations and number of new dwelling units authorized in the County since 1979. COUNTY OF CONTRA COSTA BUILDING PERMIT VALUATIONS 1979 1980 1981 1982 1983 Valuation (in thousands) Residential. .. . .. .sees... .. ;. $327,107 $306,175 $227,924 $201,256 $432,288 Nonresidential.. ... ..... ... 129,187 158,804 205,905 218,496 362,940 Total. .. . . . ... .. .. .... T7r $795922$ New Dwelling Units: Single family. . . .. . ... ..... 5,608 4,566 2,523 1,930 4,588 Multiple family. ..... .... .. 781 854 585 858 1,968 Total. . .. . . . .. .... .... 6,985 5,42-CY 1-mg --T;m 6,M Source: "California Construction Trends," Security Pacific National Bank. Transportation Availability of a broad transportation network has been one of the major factors in the County's economic and population growth. Road transportation on Interstate 80 connects the western county to San Francisco, Sacramento and points north to Interstate 5, the major notch-south high7iay from Mexico to Canada. Interstate 680 connects the central county couimunities to Ithe rest of i:he Bay Area via State Routes 4 and 24, major east-west arteries. 01710 . - 43 - '. 00 285 'AC Transit, a daily commuter bus service based in Oakland, connects Contra Costa communities to San Francisco and Oakland. Central Contra Costa Transit Authority (CCCTA) was formed in 1981 to provide local bus service to the central area of the County. CCCTA is currently providing service in Walnut Creek; Pleasant Hill: and Concord and.other ,central County areas.. Since. 1974 Bay Area"Rapid Transit 'System (BART)....w t two main Ines, one to Richmon an the other -.to the Concord/Walnut Creek area, connects the--County. to Alameda County, San Francisco .and,,Wy City-.in San Mateo County. Other bus. -and rail passenger service is provided by Greyhound, Trailways Bus, and Amtrak. The Santa Fe and Southern Pacific Railroads'. mainlines service Contra Costa County, both in the industrial coastal areas and the inland farm section. The port of Richmond on San Pablo Bay and several privately owned industrial docks on both San Pablo and Suisun Bays serve the heavy industry located in the area. The. Port of Richmond, owned and operated by the City, now covers 202 acres. The Port handled 1,011,289 'short tons in 1983, down slightly from 1,189,032 in 1980. The majority of the shipments are bulk liquid with the remainder. being scrap metal and autos. Private terminals near Richmond handled 15,424,073 short tons in 1983. .. The largest shipper accounting for most of this tonnage is Chevron. In August 1983 the U.S. Congress approved a $44 million bill to deepen the Port of Richmond's inner harbor and extend two turning basins. Major scheduled airline passenger and freight transportation for County residents is available at either Oakland or San Francisco International Airports, located about 20 and 30 miles, respectively, from the County. In addition there are two general aviation fields, one at Antioch and the other at. Concord. Agriculture Agriculture is concentrated in the eastern half of the County. Major individual products in terms of 1983 dollar value are: tomatoes ($7.4 million), beef cattle ($6.6 million), milk ($6.2 million), standard roses ($4.2 million), bedding plants ($3.0 million) , corn ($2.9 million) and asparagus ($1.9 million). 01710 44 - - 00 286 Pa e Section 13. Purchase and Remarketing Agreement . . . 15 Section. 14: Credt.,A,greement and .:Advance 15 Sectidh .:15. . Approval of .Official Statement 16 Exhibit A Form of Note Exhibit B Form of Election Notice [to be printed on Note] Exhibit C Form of Fiscal Agent Agreement Exhibit D Form of Contract of Purchase and Deal Remarketing Agreement Exhibit E Form of Credit Agreement Exhibit F Form of Official Statement Relating to the Notes 11 V-0 TABLE OF CONTENTS Page 2 Section 2 . Definitions . . . . . . . . . . . . . . . 2 Section 3 . Terms of the Notes . . . . . . . . . . . 5 (a) Authorization of Issuance . . . . 5 (b) Denominations, Maturity, Payment and Determination of Interest Rates. 5 (i) Interest Index . . . . . . . . 6 (ii ) Interest on Notes . . . . . . . 7 (iii ) Interest Rate If Underwriter Is No Longer Remarketing Under the Agreement . . . . . . 7 (c) Tender for Purchase by Noteholder 8 (d) Registration, Transfer, and Replacement of Notes . . . . . . . . 9 (e) Redemption of Notes . . . . . . . . 10 Section 4. Form of Notes . . . . . . . . . . . . . . 11 Section 5. Use of Proceeds . . . . . . . . . . . . . 11 :.Section .6. Repayment Pledge . . . . . . . . . . . . 11 Section 7. Repayment Funds . . . . . . . . . . . . . 12 (a) Repayment Fund . . . . . . . . . . . 12 (b) Bank Note Repayment Fund . . . . . . 13 (c) Investment . . . . . . . . . . . . . 13 Section 8. Fiscal Agent . . . . . . . . . . . . . . 14 Section 9. Execution of Notes . . . . . . . . . . . 14 Section 10. Validity of Proceedings . . . . . 14 Section 11 . Tax Covenants . . . . . . . . . . . . . . 14 Section 12 . Paying Agent and Registrar . . . . . . . 15 i 0.0 288 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1984-1985 AND THE ISSUANCE AND SALE OF 1984-1985 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES THEREFOR 00 299 CDUTlTI' OF CONTRA COSTA AGRICLLTURAL PRODUCTION ..1979 -1980 1981 1 W 1983 Nirsey products.............. 415,713,800 $16,979,300 415,718,000 $13,472-,000 $14,521,700 Livestock and poultry......... 13,667,000 99519,144 8,141,800 10,380,850(1) 9,507,200 Field crops................... 13,824,700 12,919,000 .13,712,500 12,700,000(l) 10,948,000 Vegetable and seed crops...... 11,058,400 10,677,000 99526,200 12,865,300 12,199,000 Fruit and nut crops........... 7,310,670 69933,000 7,987,200 8,801,100 7,249,900 Livestock, apiary and poultry products.................... 3,585,750 4,589,430 5,5549350 6,166,510(1) 6,237,710 Total................ $65,160,320 $61,616,870 $60,640,050 $64,385,760(l) $60,663,510 (1) Revised from previously reported. Source: Contra Costa County Department of Agriculture. Education and Commity Services Public school education is available through ten ele,entary schools, two high schools and seven unified school districts. In addition there are a nunbe- of private schools in the County. School enrollamt in the Fall 1983 was about 115,400 in public schools. The Contra Costa County Comm mitt' College District has three campuses, cm at Ridnond, one at Pleasant Hill and one at Pittsburg. California State University at Hayward opened a branch campus, called Contra Costa Center, in the City of Pleasant Hill in the Fall of 1981. The Center currently offers late afternoon and evening classes in business, education and liberal arts. St. Mary's Colley of California, a four-year -private institution, is located on .a 100-acre campus in hbraga. Also located within the County, in Orinda, is John F. Kanne�y University. In addition County residents are within easy cam- Ring distance of the University of California at Berkeley. There are nine privately operated hospitals `and tt,o public hospital districts in Contra Costa Carty with a total of 1,900 beds. 11irea of th°-private hospitals are run by Kaiser Permanente, the largest health maintevame organization in the Ulnitei States. .Thee Veteeians Administration ope-ates a 443-bed facility in the City of Martinez. 01710 - 45 - 00 090 APPENDIX A CONTRA COSTA COUNTY REPORT 'ON EXAMINATION. FOR THE YEAR ENDED JUNE 30, 1983 l ao 291 .Ar _ .