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HomeMy WebLinkAboutMINUTES - 06141988 - 2.5 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1988-1989 AND THE ISSUANCE AND SALE OF COUNTY OF CONTRA COSTA, CALIFORNIA, 1988-1989 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLUTION NO. 88/_3_33 WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California (the "Government Code" ) , this Board of Supervisors (the "Board" ) has found and determined that the sum of Forty-five Million Dollars ( $45, 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 be borrowed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the County for the General Fund of the County allocable to Fiscal Year 1988-1989; and WHEREAS, it appears, and the Board hereby finds and determines, that said sum of Forty-five Million Dollars ($45, 000, 000) , when added to the interest estimated to be payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue, cash receipts and other moneys of the County for the General Fund of the County attributable to Fiscal Year 1988-1989 and available for the payment of the principal of and interest on said notes; and WHEREAS, no money has heretofore been borrowed by the County and the County does not contemplate such a financing through the issuance of any temporary notes in anticipation of the receipt of, or payable or secured by, taxes, income, revenue, cash receipts or other moneys of the County received or accrued during or allocable to Fiscal Year 1988-1989; 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 and attributable to Fiscal Year 1988-1989 can be pledged for the payment of the principal of and interest on said notes; and WHEREAS, Bank of America National Trust and Savings Association (the "Underwriter" ) has submitted an offer to purchase said notes and has submitted a form of contract of 4455S purchase (as finally executed in accordance with Section 3, the "Contract of Purchase" ) to the Board; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby finds, determines, declares and resolves as follows: Section 1 . Recitals. All of the recitals herein set forth are true and correct, and the Board so finds and determines. Section 2 . Authorization of Issuance. Solely for the purpose of anticipating taxes, income, revenues, cash receipts and other moneys to be received by the County for the General Fund of the County allocable to Fiscal Year 1988-1989, and not pursuant to any common plan of financing, the County hereby determines to and shall borrow the aggregate principal sum of Forty-five Million Dollars ( $45, 000, 000) , by the issuance of temporary notes under Sections 53850 et seq. of the Government Code, designated "County of Contra Costa, California, 1988-1989 Tax and Revenue Anticipation Notes" (the "Notes" ) . The Notes shall - be in the denomination of $5, 000 or any integral multiple thereof, shall be dated the date of initial issuance thereof, shall mature (without option of prior redemption) on August 1, 1989 or such other date not later than 13 months after the date of issuance of the Notes as shall be designated by the County Administrator of the County, and shall bear interest, payable at maturity and computed on the basis of a 360-day year and twelve 30-day months, at the rate determined in accordance with this Resolution and set forth in the Contract of Purchase as executed and delivered by the County. Both the principal of and interest on the Notes shall be payable, only to the registered owners of the Notes upon surrender thereof, in lawful money of the United States of America, at the office of the Treasurer-Tax Collector of the County (the "Paying Agent" ) . Section 3 . Sale of Notes. The County Administrator of the County or his designee is hereby authorized and directed to negotiate, with the Underwriter, an interest rate, not to exceed seven percent (7%) per annum, on the Notes and the price to be paid to the County for the Notes, which shall not be less than the price at which the same are sold to the public less $10 per thousand of principal amount of Notes, and, if such interest rate and price is acceptable to the County Administrator of the County or his designee, the County Administrator of the County or his designee is hereby further authorized and directed to execute and deliver the Contract of Purchase, substantially in the form presented to this meeting, with such additions, 2 4455S changes and corrections therein as said officer shall require or approve, such approval to be conclusively evidenced by the execution thereof, and to execute and deliver such other documents required to be executed and delivered thereunder, for and in the name and on behalf of the County. Section 4. Disposition of Proceeds of Notes. There is hereby established a separate fund in the County Treasury for the purpose of insuring the application of the proceeds representing principal received from the sale of the Notes for the purpose specified in Section 2 hereof for which the Notes are to be issued, which separate fund is hereby designated the "1988-1989 Note Fund" (the "Note Fund" ) . The County shall, immediately upon receiving the proceeds of the sale of the Notes, place in the Note Fund all amounts representing principal received from such sale. Amounts held in the Note Fund shall be invested as permitted by Section 53601 of the Government Code provided that no such investments shall be invested in "reverse repurchase agreements" permitted by subsection (i ) of said Section 53601, no such investments shall have a maturity later than the date that it is anticipated that such amounts will be required to be expended and such amounts shall not be commingled with any other funds of the County. Amounts in the Note Fund shall be withdrawn and expended by the County for any purpose for which the County is authorized to expend funds from the General Fund of the County, but only after exhausting funds otherwise available for such purposes (which are not restricted funds) , and only to the extent that on any given day such other funds are not then available . If on the date that is six months from the date of issuance of the Notes, amounts previously withdrawn from the Note Fund do not exceed ninety percent (90%) of the sum of the principal amount of the Notes, the County shall promptly notify Orrick, Herrington & Sutcliffe ( "Bond Counsel" ) and, to the extent of its power and authority, comply with the instructions from Bond Counsel as to the means of satisfying the rebate requirements of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code" ) . If on the date that is six months from the date of issuance of the Notes amounts previously withdrawn from the Note Fund exceed ninety percent (90%) of the principal amount of the Notes, the County may transfer all amounts on deposit in the Note Fund to the General Fund to be 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 5 . Source of Payment. (A) The principal of and interest on the Notes shall be payable from taxes, income, revenue, cash receipts and other moneys which are 3 44555 received by the County for the General Fund of the County for the fiscal year 1988-1989 and which are lawfully available for the payment of current expenses and other obligations of the County (the "Unrestricted Revenues" ) . (B) As security for the payment of the principal of and interest on the Notes, the County hereby pledges to deposit in trust in a special County fund designated as the "1988-1989 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund" ) : The first Twenty-three Million Dollars ($23, 000, 000) of the Unrestricted Revenues received by the County during the accounting period ending January 12, 1989 (the "Sixth Accounting Period" ) , and the first Twenty-two Million Dollars ($22, 000, 000) , together with an amount sufficient (net of earnings on moneys in the Repayment Fund) to pay the interest on the Notes at maturity, of the Unrestricted Revenues received by the County during the accounting period ending May 11, 1989 (the "Tenth Accounting Period" ) . The amounts pledged by the County for deposit into the Repayment Fund from the Unrestricted Revenues received during each indicated accounting period are hereinafter called the "Pledged Revenues. " (C) In the event that there have been insufficient Unrestricted Revenues received by the County by the third business day prior to the end of any such Accounting Period to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues required to be deposited with respect to such Accounting Period, then the amount of any deficiency in the Repayment Fund shall be satisfied and made up on such date from any other moneys of the County lawfully available for the payment of the principal of the Notes and the interest thereon (all as provided in Sections 53856 and 53857 of the Government Code) (the "Other Pledged Moneys" ) or thereafter on a daily basis, when and as such Pledged Revenues and Other Pledged Moneys are received by the County. Section 6. Pledged Revenues. (A) The Pledged Revenues with respect to the accounting period in which received shall be deposited by the Treasurer-Tax Collector of the County in the Repayment Fund commencing the third business day of each respective accounting period, and thereafter at intervals of no more than every five business days, and applied as directed in this Resolution; and the Other Pledged Moneys, if any, shall be deposited by the Treasurer-Tax Collector of the County in the Repayment Fund on the third business day prior to the end of such accounting period, and on each business day thereafter, until the full amount of the moneys required by Section 5(B) has been so deposited in the Repayment Fund; 4 44555 provided that, if on the date that is six months from the date of issuance of the Notes amounts previously withdrawn from the Note Fund do not exceed ninety percent (90%) of the principal amount of the Notes, the amounts to be deposited in the Repayment Fund during the accounting period in which received shall be deposited as soon as received. The principal of and interest on the Notes shall constitute a first lien and charge on, and shall be payable from, moneys in the Repayment Fund. Moneys in the Repayment Fund shall be applied only as hereinafter in this Section 6 provided. (B) The Treasurer-Tax Collector of the County shall use the moneys in the Repayment Fund on the maturity date of the Notes to pay the principal of and interest on the Notes. Any moneys remaining in the Repayment Fund after such . payment, or after provision for such payment has been made, shall be transferred to the General Fund of the County. (C) Moneys in the Repayment Fund shall be invested as permitted by Section 53601 of the Government Code, except that no moneys shall be invested in investments permitted by subsection (i ) (to the extent that subsection (i ) applies to reverse repurchase agreements) of said Section 53601, and no such investments shall have a maturity date later than the maturity date of the Notes. The proceeds of any such investments shall be retained in the Repayment Fund until payment of principal and interest (or provision therefor) has been made in accordance with paragraph (B) , at which time any excess amount shall be transferred to the General Fund of the County. Section 7 . Execution of Notes. The Treasurer-Tax Collector of the County or his designee is hereby authorized to execute the Notes by use of his manual or facsimile signature, and the Clerk of the Board of Supervisors of the County or one of his assistants is hereby authorized to countersign, by manual or facsimile signature, the Notes and to affix the seal of the Board of Supervisors thereto by impressing the seal or by imprinting a facsimile thereon. Said officers are hereby authorized to cause the blank spaces in Exhibit A to be filled in as may be appropriate and to deliver the Notes to the Underwriter in accordance with the terms and provisions of the Contract of Purchase. In the case of Notes executed by facsimile signature of both the Treasurer-Tax Collector of the County and the Clerk of the Board of Supervisors, the Notes shall not be valid unless and until the Paying Agent shall have manually authenticated such Notes. Section 8. Form of Notes and Certificate of Authentication and Registration. The Notes shall be issued 5 4455S in fully registered form without coupons and the Notes and the Certificate of Registration shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 9 . Registration, Exchange and Transfer. (A) The Depository Trust Company, New York, New York, is hereby appointed depository for the Notes. The County Administrator of the County or his designee is hereby authorized to execute and deliver to the depository the Letter of Representations attached as Exhibit B hereto. The Notes shall be initially issued and registered in the name of "Cede & Co. , " as nominee of The Depository Trust Company, New York, New York and shall be evidenced by a single Note. Registered ownership of the Note, or any portion thereof, may not thereafter be transferred except as set forth in Section 9(B) . (B) The Notes shall be initially issued and registered as provided in Section 9(A) hereof. Registered ownership of the Notes, or any portions thereof, may not thereafter be transferred except: (i ) to any successor of Cede & Co. , as nominee of The Depository Trust Company, or its nominee, or of any substitute depository designated pursuant to clause ( ii ) of this subsection (B) ( "Substitute Depository" ) ; provided that any successor of Cede & Co. , as nominee of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the .service proposed to be provided by it; ( ii ) to any Substitute Depository not objected to by the County Administrator of the County, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2 ) a determination by the County Administrator of the County to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii ) to any person as provided below, upon ( 1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2 ) a determination by 6 4455S the County Administrator of the County to discontinue using a depository. (C) In the case of any transfer pursuant to clause (i ) or clause (ii ) of subsection (B) of this Section 9, upon receipt of all outstanding Notes by the Paying Agent (together, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, with a written request of the County Adminstrator of the County to such successor paying agent designating the Substitute Depository) , a single new Note, which the County shall prepare or cause to be prepared, shall be executed and delivered, registered in the name of any such successor to Cede & Co. or such Substitute Depository, or their nominees, as the case may be, all as specified by the County Administrator of the County or, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof as specified in the written request of the County Administrator of the County. In the case of any transfer pursuant to clause (iii ) of subsection (B) of this Section 9 upon receipt of all outstanding Notes by the Paying Agent, (together, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, with a written request of the .County Administrator of the County to such successor paying agent) , new Notes, which the County shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such persons as specified by the County Administrator of the County or, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, as are requested in such written request of the County Administrator of the County, subject to the limitations of Section 9 hereof, provided that the Paying Agent shall deliver such new Notes as soon as practicable. (D) The County and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of the Resolution and for purposes of payment of principal and interest on such Note, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Notes. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor (or Substitute Depository or its successor) , except to the owner of any Notes and the Paying Agent may rely conclusively on its records as to the identity of the owners of the Notes. 7 4455S (E) Notwithstanding any other provision of this Resolution and so long as all outstanding Notes are registered in the name of Cede & Co . or its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole registered owner, in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations attached hereto as Exhibit B, the provisions of which the Paying Agent may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. (F) In the case of any transfer pursuant to clause ( iii ) of subsection (B) of this Section 9, any Note may, in accordance with its terms, be transferred or exchanged for a like aggregate principal amount in authorized denominations, 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, and, in the case of a transfer, accompanied by delivery of a written instrument of transfer, duly executed in form approved by the Paying Agent. Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Paying Agent shall authenticate, if required, and deliver a new Note or Notes of authorized denominations for a like aggregate principal amount. The Paying Agent shall require the owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. (G) The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Notes, which shall at all times be open to inspection by the County. Upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Notes as hereinbefore provided. (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute, and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered to, or upon the 8 4455S order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County and the Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note of like tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Paying Agent may pay the same without surrender thereof) . The Paying Agent may require payment by the registered owner of a Note of a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Paying Agent. Any Note issued under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the County whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution. All Notes surrendered for payment or registration or 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. Section 10. General Covenants. It is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution are true and correct and that the Board and the County, and their appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the taxes, income, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. 9 4455S Section 11 . Tax Covenants; Rebate Fund. (A) The County covenants that it shall make all calculations in a reasonable and prudent fashion relating to any rebate of excess investment earnings on the proceeds of the Notes due to the United States Treasury, shall segregate and set aside from lawfully available sources the amount such calculations may indicate may be required to be paid to the United States Treasury and shall otherwise at all times do and perform all acts and things necessary and within its power and authority, including complying with each applicable requirement of Section 103 and Sections 141 through 150 of the Code and complying with the instructions of Bond Counsel referred to in Section 4 hereof, to assure that interest paid on the Notes shall, for the purposes of federal income taxes and California personal income taxation, be excludable from . the gross income of the recipients thereof and exempt from such taxation. As part of the performance of the covenant contained in the preceding sentence, promptly after six months from the date of the issuance of the Notes, the County will reasonably and prudently calculate the amount of the Note proceeds which have been expended, with a view to determining whether or not the County has met the safe harbor requirements of Section 148(f) (4) (B) (ii) of the Code with respect to the Notes, and if it has not met such safe harbor requirements, it will reasonably and prudently calculate the amount, if any, of investment profits which must be rebated to the United States and will immediately set aside, from revenues attributable to the 1988-89 Fiscal Year or, to the extent not available from such revenues, from any other moneys lawfully available, the amount of any such rebate in the Fund referred to in paragraph (B) of this Section 11 . (B) The County shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the "1988-1989 Tax and Revenue Anticipation Note Rebate Fund" and within such Fund there shall be established and maintained two separate accounts designated as the Excess Account and the Earnings Account. There shall be deposited in each account of the Rebate Fund such amounts as are required to be deposited therein in accordance with the written instructions from Bond Counsel pursuant to Section 4 hereof. (C) Notwithstanding any other provision of this Resolution to the contrary, upon the County' s failure to observe, or refusal to comply with, the covenants contained in this Section 11, no one other than the owners or former owners of the Notes shall be entitled to exercise any right or remedy under this Resolution on the basis of the County' s failure to observe, or refusal to comply with, such covenants. 10 4455S (D) The covenants contained in this Section 11 shall survive the payment of the Notes. Section 12 . Paying Agent. The Treasurer-Tax Collector of the County, is hereby appointed as Paying Agent for the Notes. The County hereby directs and authorizes the payment by the Paying Agent of the interest on and principal of the Notes when such become due and payable, from the Repayment Fund in the manner set forth herein. The County hereby covenants to deposit funds in the Repayment Fund at the time and in the amount specified herein to provide sufficient moneys to pay the principal of and interest on the Notes on the day on which they mature. Payment of the Notes shall be in accordance with the terms of the Notes and this Resolution. This appointment shall not preclude the County from appointing a financial institution to act as Paying Agent or one or more successors thereto, all without notice to or the consent of the registered owners of the Notes. Any such successor paying agent shall be or shall have co-paying agent relationships with one or more banks or trust companies with offices in New York, New York. The Paying Agent, initially the Treasurer-Tax Collector of the County, is also appointed as registrar and upon the request of any registered owner, is authorized to record the transfer or exchange of Notes in accordance with the provisions hereof. Section 13 . Official Statement. The proposed form of official statement relating to the Notes, in the form presented to this meeting, is hereby approved with such additions, changes and corrections as the County Administrator of the County may approve. The Underwriter is hereby authorized to distribute such official statement in preliminary form to the potential purchasers of the Notes and is hereby authorized and directed to deliver such official statement in final form to all purchasers of the Notes. Section 14. Approval of Actions. All actions heretofore taken by the officers and agents of the County or this Board of. Supervisors with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified, and the officers of the County and this Board of Supervisors are hereby authorized and directed, for and in the name and on behalf thereof, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to 11 4455S consummate the lawful issuance and delivery of the Notes in accordance with this Resolution. Section 15 . Proceedings Constitute Contract. The provisions of the Notes and of this Resolution shall constitute a contract between the County and the registered owners of the Notes, . and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable. PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa, State of California, this 14th day of June, 1988, by the following vote: AYES: Supervisors Powers , Fanden, McPeak, Schroder, Torlakson. NOES: None. ABSENT: None. Chair of the Board of Supervisors of the County of Contra Costa (Seal ) Attest: PHILIP J. BATCHELOR County Administrator and Clerk of the Board of Supervisors of the County of Contra Costa 12 4455S EXHIBIT A REGISTERED REGISTERED No. $ COUNTY OF CONTRA COSTA, CALIFORNIA, 1988-1989 TAX AND REVENUE ANTICIPATION NOTE Rate of Interest: Maturity Date: Note Date: CUSIP: July _, 1988 Registered Owner: Principal Amount: FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to the Registered Owner identified above, or registered assigns, at the office of the Treasurer-Tax Collector of the County (the "Paying Agent" ) , the Principal Amount specified above, in lawful money of the United States of America, on the Maturity Date specified above, together with interest thereon at the Rate of Interest per annum set forth above (computed on the basis of a 360-day year of twelve 30-day months) in like lawful money from the Note Date specified above until payment in full of said principal sum. The principal of and interest on this Note shall be payable only to the registered owner hereof upon surrender of this Note as the same shall fall due; provided, however, that no interest shall be payable for any period after maturity during which the registered owner hereof fails to properly present this Note for payment. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes entitled, "County of Contra Costa, California, 1988-1989 Tax and Revenue Anticipation Notes" (the "Notes" ) , in the aggregate principal amount of Forty-five Million Dollars ($45, 000, 000) , all of like tenor, made, executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County (the "Resolution" ) 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 A-1 4455S indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal of and interest on the Notes shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the County for the General Fund of the County for the fiscal year 1988-1989 and which are lawfully available for the payment of current expenses and other obligations of the County (the "Unrestricted Revenues" ) . As security for the payment of the principal of and interest on the Notes, the County has pledged to deposit in the Repayment Fund (as defined in the Resolution) : the first $23, 000, 000 of the Unrestricted Revenues received by the County during the accounting period ending January 12, 1989, plus the first $22, 000, 000, together with an amount sufficient to pay the interest on the Notes (net of estimated earnings on moneys in the Repayment Fund) , of the Unrestricted Revenues received by the County during the accounting period ending May 11, 1989 ( such pledged amounts being hereinafter called the "Pledged Revenues" ) . In the event that there are insufficient Pledged Revenues received by the County by the third business day prior to the end of any such accounting period to permit the deposit into the Repayment Fund of the full amount of the aforesaid moneys to be deposited, then the amount of any deficiency in the Repayment Fund shall be satisfied and made up from any other moneys of the County lawfully available for the payment of the principal of and interest on the Notes ( such other pledged moneys being hereinafter called the "Other Pledged Moneys" ) . The Pledged Revenues and Other Pledged Moneys shall be deposited in the Repayment Fund at the intervals specified in the Resolution. The principal of and interest on the Notes shall constitute a first lien and charge on, and shall be payable from, moneys in the Repayment Fund. This Note is transferable by the registered owner hereof in person or by such owner' s attorney duly authorized in writing at the office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other A-2 44555 purposes, and neither the County nor the Paying Agent shall be affected by any notice to the contrary. This Note shall not be valid or become obligatory for any purpose until the Certificate of Registration hereon shall have been signed by the Paying Agent. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the manual or facsimile signature of its Treasurer-Tax Collector and countersigned by the manual or facsimile signature of the Clerk of its Board of Supervisors and caused the official seal of its Board of Supervisors to be impressed hereon, all as of the Note Date specified above. COUNTY OF CONTRA COSTA By — Treasurer-Tax Collector (SEAL) Countersigned: County Administrator and Clerk of the Board of Supervisors CERTIFICATE OF REGISTRATION This Note is one of the Notes described in the within mentioned Resolution, which Note has been registered on the date set forth below. Date of Registration: COUNTY OF CONTRA COSTA By Treasurer-Tax Collector A-3 44555 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute(s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature Signature Guaranteed By: NOTE: The signature to the assignment must correspond to the name as written on the face of this Note in every particular, without any NOTE: The signature to alteration or change whatsoever. the assignment must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-4 4455S VOOK-EN74RY-ONLY MUNIWAtRONDS Letter of Representations TO BE COMPLETED BY ISSUER AND AGENT,IF ANY County of Contra Costa Name of Issuer N/A Name of Agent,if any (Date) The Depository Trust Company 7 Hanover Square New York, NY 10004 Attention: General Counsel's Office Re: County of Contra Costa , California 1988- 1989 Tax and Revenue Anticipation Note (Issue Description) Gentlemen: The purpose of this letter is to set out certain matters relating to the above-referenced Bonds (the "Bonds"). N/A is acting as Trustee, Paving Agent, Fiscal Agent, or other Agent of the Issuer (the"Agent") with respect to the Bonds.The Bonds will be issued pursuant to a Trust Indenture, Bond Resolution, or other such document authorizing the issuance of the Bonds dated as of 19___ (the "Document(s)"). BankAmerica Capital Markets Group is distributing the Bonds through The Depository Trust Compam ("DTC"). (the"Underwriter") To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Issuer and the Agent, if any, make the following representations to DTC: 1. Subsequent to Closing on the Bonds on 19_, there shall be deposited with DTC one Bond certificate in registered form registered in the name of DTC's nominee, Cede& Co., for each stated maturity of the Bonds in the face amounts set forth on Schedule A hereto, the total of xvhich represents 100°0 of the principal amount of such Bonds. 2. In the event of any solicitation of consents from and voting by holders of the Bonds, the Issuer or Agent, shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. 3. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding ("full or partial redemption") or an advance refunding of all or part of the Bonds outstanding, the Issuer or Agent, shall give DTC notice of such event not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 4. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Issuer or Agent shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondholders or published ("the Publication Date"). Such notice shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery)in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. The Issuer or Agent will forv,•ard such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which includes a manifest or list of each CUSIP submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) The Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date or, in the case of an advance refunding, the date the proceeds are deposited in escrow. 5. In the event of an invitation to tender the Bonds, notice to Bondholders by the Issuer or Agent, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published ("the Publication Date") shall be sent to DTC by a secure means (e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice.) 6. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at(516)22i-4039 or(516) 227-4190. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 8. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next-day funds on each payment date (or the equivalent in accordance with existing arrangements between the Issuer or Agent and DTC). Such payments shall be made payable to the order of Cede & Co. 9. Payments of principal shall be received by Cede & Co., as nominee of DTC, or its registered assigns in next- day funds on each payment date. Principal payments shall be made payable to the order of Cede&Co., and shall be addressed as follows: The Depository Trust Company Muni Redemption Department 55 Water Street-23rd Floor New York, NY 10041 Attention: Collection Supervisor 10. DTC may direct the Issuer or Agent to use any other telephone number for facsimile transmission, address, or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 11. In the event of a redemption, acceleration or any other similar transaction(e.g., tenders made and accepted in response to the Issuer's or Agent's invitation)necessitating a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a)may request the Issuer or Agent to issue and authenticate a new Bond certificate or (b) shall make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, except in the case of final maturity, in which case the certificate must be presented to the Issuer or Agent prior to payment. 12. In the event the Issuer determines pursuant to the Document(s)that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Issuer or Agent shall notify DTC of the availability of Bond certificates and shall issue, transfer and exchange Bond certificates in appropriate amounts as required by DTC and others. 13. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Agent (at which time DTC will confirm with the Issuer or Agent the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests the Issuer and the Agent to do so, the Agent and the Issuer will cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account. 14. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Notes: a. If there is no organization acting as Agent for the Issuer,and all Very truly yours, obligations in this Letter of Representations are to be assumed solely by the Issuer,references to such Agent may be inked out. N/A b. Neither DTC nor(Cede&Co.)provides consents with respect (as Agent) to any security. Under its usual procedures,DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The B`•: Omnibus Proxy assigns Cede &Co.'s voting rights to those Partici- (Authorized Officer's Signature) pants having the security credited to their accounts on the record date (identified in a listing attached to the Omnibus Proxy). The County of Contra Costa requirement to advise DTC of the record date for the solicitation of consents is set forth in paragraph 2 of the letter. (as Issuer) c. Under Rules of the Municipal Securities Rulemaking Board By: relating to "good delivery;' a municipal securities dealer must be (Authorized Officer's Signature) able to determine the date that a notice of partial call or of an advance refunding of part of an issue is published(the"Publication Date").The establishment of such a Publication Date is addressed in paragraph 4 of the letter. Received and Accepted: THE DEPOSITORY TRUST COMPANY By. (Authorized Officer's Signature) cc: Underwriter Underwriter's Counsel SCHEDULE A (Describe Issue) Principal Amount Maturity Date Interest Rate P•685E•7 10/87 o CLERK' S CERTIFICATE I , Deputy Clerk and Chief Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof . on the _th day of June, 1988, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: ' AYES: NOES : ABSENT: An agenda of said meeting was posted at least 72 hours before said meeting at , Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full., 4455S y . true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this day of 1988. Deputy Clerk of the Board of Supervisors of the County of Contra Costa State of California [ Seal ] 2 4455S