Loading...
HomeMy WebLinkAboutMINUTES - 06051990 - 2.3 i RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF. FUNDS FOR FISCAL YEAR 1990-1991 AND THE ISSUANCE AND SALE OF COUNTY OF CONTRA COSTA, CALIFORNIA, 1990-1991 TAR AND REVENUE ANTICIPATION NOTES THEREFOR RESOLUTION NO. 90/ 351 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 Seventy Five Million Dollars ($75, 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 1990-1991v and WHEREAS, it appears, and the Board hereby finds and determines, that said sum of Seventy Five Million Dollars ($75,000, 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 1990-1991 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 1990-1991; 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 1990-1991 can be pledged for the payment of the principal of and interest on said notes; and WHEREAS, the County wishes to authorize the issuance of said notes in two series, with an initial issuance of notes in the amount of $65,000,000 with authorization to issue and sell up to an additional $10,000,000 in the event a second series can be sold on the terms set forth herein; . and 3491S RESOLUTION NO. 90/351 WHEREAS, Bank of America National Trust and Savings Association (the "Underwriter") has submitted an offer, to purchase said notes and has submitted two forms of contract of purchase (as finally eaecuted'' in accordance with Section 3, the "Contracts of Purchase" or "Contract of Purchase, " as the case may be) to the Board; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby finds, determines, declares and resolves as follows : Section1. Recitals. All of the recitals herein a set forth , are true nd 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 1990-1991, and not pursuant to any common plan of financing, the County hereby determines to and shall borrow the aggregate principal sum of not to exceed Seventy Five Million Dollars ($75, 000, 000) , by the issuance of temporary notes under Sections 53850 et seq. of the Government Code, designated "County of Contra Costa, California, 1990-1991 Tax and Revenue Anticipation Notes" (the- "No'tes" ) , and shall be issued !as Notes of Series A in an amount not to exceed $65,000,00;0 and Notes of . Series B in an amount not to exceed $10,000,000. The Notes shall be in the denomination of $5,000 or any integral multiple thereof, each series thereof shall be dated the date of initial issuance thereof, shall, in the case of the ''Notes of Series A, be issued on or before September 1, 1990. ®nd shall, in the case of the Notes of Series B, be issued on or before December 15, 1990,. shall mature (without option ,of prior redemption) on August 2', 1991 or such other date `not later than 13 months after the date of original issuance of the Notes of Series A- 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 respective Contracts 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 . (a) Sale of Notes of Series A. The County Administrator of the County or his designee is hereby authorized and directed to negotiate, .with 2 3491S the Underwriter, an interest rate, not to exceed eight percent (8%) per annum, on the Notes of Series A and the price to be paid to the County for the Notes of Series A, 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 of Series A, 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 relating to the Notes of Series A, substantially in the form presented to this meeting, with such additions, 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. (b) Sale of Notes of Series B. 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 ten percent (10%) per annum, on the Notes of Series B and the price to be paid to the County for the Notes of Series B, 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 of Series B, 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 relating to the Notes of Series B, substantially in the form presented to this meeting, with such additions, 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, subject, however, to the following conditions : 1. The Series B (Contract of Purchase) shall be in form and substance acceptable to the County, the County Administrator 's execution thereof to constitute conclusive evidence of satisfaction of this condition; 2 . Receipt of confirmation from Moody's Investors Service and Standard & Poor's Corporation that the issuance of the Notes of Series B will not cause a reduction in the rating on the Notes of Series A; 3 . Receipt of an opinion of Orrick, Herrington & Sutcliffe, bond counsel to the County, to the effect that 3 34915 interest on the Notes of Series B is excludable from gross income for federal income tax purposes . Section A. Disposition of Proceeds of Notes . The County shall, immediately upon receiving the proceeds of the sale of the Notes of each series, place in the County General Fund maintained in the CountyTreasury all amounts representing principal received from each such sale. Such amounts held in the County General Fund shall be invested as permitted by Section 53601 of the Government Code provided- that rovidedthat no such moneys shall be invested in "reverse repurchase agreements" permitted by subsection (i) of said Section 53601, and no such investments shall have a maturity later than the date that it is anticipated that such amounts will be required to be expended. Such amounts may be commingled with other amounts in the County General, Fund. _ Amounts in the County General Fund attributable to the sale of the Notes of Series A and, if issued, the Notes of Series B 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 of Series A, amounts. previously withdrawn from the County General Fund attributable to the sale of the Notes of Series Agand, if issued, the Notes of Series B do not exceed ninety percent . (90%) of the sum of the principal amount of the . Notes issued plus the investment earnings thereon, 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 of Series A amounts previously withdrawn from the County General Fund attributable to the sale of the Notes of Series A and, if issued, the Notes of Series B exceed ninety percent (90%) of the principal amount of the Notes issued plus the investment earnings thereon, ,the County may use and expend all amounts on deposit in the County General Fund attributable to the sale of the Notes of Series A and, if issued, the Notes of Series B for any purpose for which it is authorized to use and 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 received by the County for the General Fund of the County for the fiscal 4 3491S year 1990-1991 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 "1990-1991 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") : The first Forty Million Dollars ($40,000,000) of the Unrestricted Revenues received by the County during the accounting period commencing on December 13 , 1990 and ending January 11, 1991 (the "Sixth Accounting Period") , and the first Thirty Five Million Dollars ($35, 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 (or such lesser amount as shall be adequate to provide sufficient funds to pay principal of and interest on the Notes at maturity) , of the Unrestricted Revenues received by the County during the accounting period commencing on April 12, 1991 and ending May 13, 1991 (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 from any other moneys of the County lawfully available for the payment of the principal of the Notes and the interest thereon (all as provided in Sections 53856 and 53857 of the Government Code) (the "Other Pledged Moneys") on such date or thereafter on a daily basis, when and as such Pledged Revenues and Other Pledged Moneys are received by the County. Section 6. Pledged Revenues. (A) The Pledged Revenues 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, 5 34915 until the full amount of the moneys required by Section 5(B) has been so deposited in the Repayment Fund; provided that, if on the date that is six months from the date of issuance of the Notes of Series A amounts previously withdrawn from the County General Fund attributable to the sale of the Notes of Series A and, if issued, the Notes of Series B do not exceed ninety percent (90%) of the principal amount of the. Notes issued plus the investment earnings thereon, 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 of each series to the Underwriter in, accordance with the terms and provisions of the respective 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 6 3491S F shall not be valid unless and until the Paying Agent shall have manually authenticated such Notes . Section B . Form of Notes and Certificate of Authentication and Registration. The Notes shall be issued in fully registered form without coupons and the Notes and the Certificate of 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 of each series 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 for each series. Registered ownership of each Note, or any portion thereof, may not thereafter be transferred except as set forth in Section 9(B) . (B) The Notes shall be initially issued and registered as provided in Section 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 7 34915 (iii) to any person as._ provided below, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions. as depository, or (2) a determination by the 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,'1 upon receipt of all outstanding Notes of each series by the Paying Agent (together, in the case of a successor paying agent appointed by the County pursuant to Section 12 hereof, .with a written. request of the County Administrator of the County to such successor paying agent designating the Substitute '' Depository) , a single new Note for each series, which the County shall prepare, or cause to be prepared, shall be executed and delivered, registered in the name of any such. successor to Cede & Co. or such Substitute Depository, or their 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 . 8 3491S Depository Trust Company or its successor (or Substitute Depository or its successor) , except to the owner of any Notes and the Paying Agent may rely conclusively on its records as to the identity of the owners of the Notes. (E) Notwithstanding any other provision of this Resolution .and so long as all outstanding Notes are registered in the name of Cede & Co. or, its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole registered owner, in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations 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 the same series and 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, 9 3491S i and deliver a new Note of like series, tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Paying 'Agent of the Note so mutilated. Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered to, or upon the order :of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County and the Paying `Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note' of like 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 any time enforceable by anyone, and shall-ibe 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 andxcorrect 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. 10 3491S ' 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 of Series A, 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 1990-91 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 "1990-1991 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. 11 34915 . (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 from time to time approve. The Underwriter is hereby authorized to distribute such official statement in preliminary form (the "Preliminary' Official Statement") 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 . Either the County Administrator or the Auditor-Controller are authorized to certify orisbehalf of the County that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by said Rule) . 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 12 3491S 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 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 5th day of June, 1990, by the following vote: AYES: Supervisors Powers , Schroder, McPeak, TorlakFon, Fah.d.en NOES: None ABSENT: None Y Chair of a 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 13 34915 EXHIBIT A REGISTERED REGISTERED No. COUNTY OF CONTRA COSTA, CALIFORNIA, . 1990-1991 TAX AND REVENUE ANTICIPATION NOTE SERIES Rate of Interest: Maturity Date: Note Date: CUSIP: 1990 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, 1990-1991 Tax and Revenue Anticipation Notes" (the "Notes") , in the aggregate principal amount of not to exceed Seventy Five Million Dollars ($75, 000,000) , of the series designated above, 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 A-1 34915 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 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 1990-1991 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 $40, 000, 000 of the Unrestricted Revenues received by the County during the accounting period ending January 11, 1991, plus the first $35, 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 13 , 1991 (or such lesser amount as shall be adequate to provide sufficient funds to pay principal of .and interest on the Notes at maturity) (such pledged amounts being hereinafter called the "Pledged Revenues") . In the event that there are insufficient, Pledged Revenues received by the County bythe 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 'A-2 - 34915 • .}1. .. the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other .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 34915 [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 3491S EXHIBIT B BOOK-ENTRY-ONLY MUNICIPAL NOTES Letter of Representations COUNTY OF CONTRA COSTA, CALIFORNIA (Issuer) Alfred P. Lomeli Treasurer-Tax Collector, County of Contra Costa (Agent) June 1990 (Date) The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel ' s Office RE: County of Contra Costa, California 1990-1991 Tax and Revenue Anticipation Notes Series A Gentlemen: The purpose of .this letter is to set out certain matters relating to the above-referenced Notes (the "Notes"). Alfred P. Lomeli , Treasurer-Tax Collector for the County of Contra Costa, California, (the "Agent") is acting as Paying Agent for the Notes. The Notes will be issued pursuant to a Note Resolution authorizing the issuance of the Notes dated as of June _, 1990 (the "Document(s)"). Bank of America NT&SA (the "Underwriter") is distributing the Notes through the Depository Trust Company ("DTC"). To induce DTC to accept the Notes as eligible for deposit at DTC and act in accordance with its Rules with respect to the Notes, the Issuer and the Agent, if any, make the following representations to DTC: 1 . Subsequent to Closing on the Notes on July 2, 1990, there shall be deposited with DTC one Note certificate in registered form registered in the name of DTC's nominee, Cede & Co. , for each stated maturity of the Notes in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Notes. If, however, the aggregate principal amount of the issue exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be issued with respect to any remaining principal amount. Each Note Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of the Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust, Company and any payment is made to Cede & Co. , ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. , has an interest herein." 05070 B_ 2 2. All notices and payment advices sent to DTC shall contain the CUSIP number of the Notes. 3. Interest and principal payments shall be made in same-day funds by the Agent in the manner set forth in the SDFS Paying Agent Operating Procedures (a copy of which previously has been furnished furnished to the Agent) . 4. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Notes shall be able to obtain certificated Notes, the Issuer or Agent shall notify DTC of the availability of Notes certificates and shall issue, transfer and exchange Note certificates in appropriate amounts as required by DTC and others. 5. DTC may determine to discontinue providing its service as securities depository with respect to the Notes 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 Notes 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 Notes to any DTC Participant having Notes credited to its DTC account. 0507o $ - 3 6. Nothing herein shall be deemed to require the Agent to ' advance funds on behalf of the Issuer. Very truly yours, (as Agent) By: (Authorized Officer' s .Signature (as Issuer) By: (Authorized Officer' s Signature) Received, and Accepted: THE DEPOSITORY TRUST COMPANY By: (Authorized Officer' s Signature) cc: Underwriter Underwriter's Counsel osoro B — 4 SCHEDULE A COUNTY OF CONTRA COSTA, CALIFORNIA 1990-1991 TAX AND REVENUE ANTICIPATION NOTES, SERIES A Principal Amount Maturity Date Interest Rate $ August 2, 1991 X 05070 B - 5 EXHIBIT B BOOK-ENTRY-ONLY MUNICIPAL NOTES Letter of Representations COUNTY OF CONTRA COSTA, CALIFORNIA (Issuer) Alfred P. Lomeli (Agent) (Date) The Depository Trust Company 55 Water Street New York, NY 10041 Attention: General Counsel ' s Office RE: County of Contra Costa, California 1990-1991 Tax and Revenue Anticipation Notes Series B Gentlemen: The purpose of this letter is to set out certain matters relating to the above-referenced Notes (the "Notes") . Alfred P. Lomeli , Treasurer-Tax Collector, for the County of Contra Costa, California, (the "Agent") is acting as Trustee, Paying Agent, Fiscal Agent, or other; Agent of the Issuer with respect to the Notes. The Notes will be Issued pursuant to a Trust Indenture, Note Resolution, or other such document authorizing the issuance of the Notes dated as of 1.990 (the "Document(s)") . Bank of America NT&SA (the "Underwriter") is distributing the Notes through the Depository Trust Company ("DTC"). B-6 05 30 To induce DTC to accept the Notes as eligible for deposit at DTC and act in accordance with its Rules with respect to the Notes , the Issuer and the Agent, if any, make the following representations to DTC: 1 . Subsequent to Closing on the Notes on 1990, there shall be deposited with DTC one Note certificate in registered form registered in the name of DTC' s nominee, Cede & Co. , for each stated maturity of the Notes in the face amounts set forth on Schedule A hereto, the total of which represents 100% of the principal amount of such Notes. If, however, the aggregate principal amount of the issue exceeds $100,000,000, one certificate will be issued with respect to each $100,000,000 of principal amount and an additional certificate will be Issued with respect to any remaining principal amount. Each Note Certificate shall bear the following legend: "Unless this certificate is presented by an authorized representative of the Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as .requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co. , ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. , has an interest herein." OSI 30 B-7 2. All notices and payment advices sent to DTC shall contain the CUSIP number of the Notes. 3. Interest and principal payments shall be made in same-day funds by the Agent in the manner set forth in the SDFS Paying Agent Operating Procedures (a copy of which previously has been furnished furnished to the Agent) . 4. In the event the Issuer determines pursuant to the Document(s) that beneficial owners of the Notes shall be able to obtain certificated Notes, the Issuer or Agent shall notify, DTC of the availability .of Notes certificates and shall issue, transfer and exchange Note certificates in appropriate amounts as required by DTC and others . 5. DTC may determine to discontinue providing its service as securities depository with respect to the Notes 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 ; Notes 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 wi11 cooperate with DTC in taking appropriate action to make available one or more separate certificates evidencing the Notes to any DTC Participant having Notes credited to its DTC account. 05, ao B-8 6. Nothing herein shall be deemed to require the Agent to advance funds on behalf of the Issuer. Very truly yours, (as Agent) By: (Authorized Officer' s Signature (as Issuer) By: (Authorized Officer's Signature) Received and Accepted: THE DEPOSITORY TRUST COMPANY By: (Authorized Officer' s Signature) cc: Underwriter Underwriter' s Counsel 05130 B-9 SCHEDULE A COUNTY OF CONTRA COSTA, CALIFORNIA 1990-1991 TAX AND REVENUE ANTICIPATION NOTES, SERIES B Principal Amount Maturity Date Interest Rate August ,2, 1991 OS130 B-10 CLERK'S CERTIFICATE I, Jeanne 0, Maglio ,Deputy Clerk of the Board of Supervisors of the County of Contra Costa, California, hereby certify as follows : The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of said Board of Supervisors duly and regularly held at the regular meeting place thereof on the 5th day of June1990, _ of" which meeting all of the members of said Board had due notice and at which a majority thereof was present; and that."at said meeting-- said resolution was adopted by the following vote: AYES: Supervisors Powers , Schroder, McPeak, Torlak,son, Fanden NOES: None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at Lobby 651 PinpSr Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and said resolution has 3491S 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 this 5th day of June 1990. De4uty Clerk of tV Board of Supervisors of the County of . Contra Costa J . [SEAL] 2 TO: BOARD OF SUPERVISORS E",.. L Contra FROM: Phil Batchelor, County Administrator •.:' - `':,• Costa County DATE: May 31, 1990 -w - SUBJECT: rq cN LP SUBJECT: 1990-1991 Tax and Revenue Anticipation Notes SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Adopt Resolution providing for the issuance and sale of the 1990-1991 Contra Costa County Tax and Revenue Anticipation Notes to meet County cash flow needs for the fiscal year. 2 . Authorize the County Administrator, Auditor-Controller and Treasurer-Tax Collector to take the actions necessary to implement the issuance and sale of the Notes. FINANCIAL IMPLICATIONS Implementation of the 1990-1991 Tax and Revenue Anticipation Note borrowing program is anticipated to increase revenue to the County in excess of $1, 000,000 during the next fiscal year and is needed to meet the County cash flow requirements during the year. BACKGROUND On May 22, 1990 the Board determined to proceed with the 1990-1991 borrowing program in two series of issues. The County staff, Supervisor Schroder and County Consultants have met with the rating agencies and are now prepared to recommend proceeding with Series A in the amount of $67,000 ,000. Series B in the amount of $10,000,000 will be issued late in the year if the cash flow needs require the additional borrowing. Both Moody' s Investment Service and Standard and Poor ' s staff were pleased with the County' s financial condition, prospects for growth and the quality and stability of the Board and County management. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON Tt mP 9, 1990 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS 1 HEREBY CERTIFY THAT THIS IS A TRUE X UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. CC: Auditor-Controller ATTESTED Treasurer-Tax Collector PHIL BAT ELOR,CLERK OF THE BOARD OF County Counsel SUPERVISORS AND COUNTY ADMINISTRATOR M382 (10188) BY ,DEPUTY