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HomeMy WebLinkAboutMINUTES - 05191992 - 2.2 J 4 fY, TO: BOARD OF SUPERVISORS ,t .. Contra FROM: •i� 5 Costa Phil Batchelor, County Administrator A County . DATE: May 15, 1992 SUBJECT: Preliminary Budget Schedules and Cash Flow Borrowing SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMMDATIONS 1. Adopt Resolution providing for issuance and sale of the 1992- 1993 Contra Costa County Tax and Revenue.Anticipation Notes to meet County cash flow needs for the new fiscal year. 2. Adopt the attached schedules as the 1992-1993 proposed budget schedules and direct the County . Administrator to calendar adoption of the. proposed budget for the June 9 , 1992 Board of Supervisors agenda. BACKGROUND The Board, on May 5, 1992 directed the County Administrator .to proceed with the annual cash flow borrowing program and arrange .for- the issuance of the 1992-1993 Tax and Revenue Anticipation Notes. The Board action to adopt the resolution prepared by the Bond Counsel is the official notice and authorizing resolution of the Board for implementation of the borrowing. The borrowing program is being structured similar to the 1991 issue with authority for two. issues, an initial issue not to exceed $125,000 , 000 and a second, later issue not to exceed .an additional . $25 ,000 , 000 if needed for cash flow purposes. The actual issue for 1991 was $75,000 ,000 . The authority for a second issue has been granted each year, however .due to the accuracy of the cash flow estimates it has never been used. The uncertain situation with the State budget for next fiscal year may place greater importance on the ability to issue a second round of notes. CONTINUED ON ATTACHMENT: YES SIGNATURE: Z_ RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECOMMENDED '� OTHER VOTE OF SUPERVISORS --� I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS N THE DATE SHOWN. CC: ATTESTED 1 ,9, / PHIL BATCHELO ,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR BY DEPUTY M382 (101Pl; The Financial Advisor has recommended that a contingency be included in the authorization for sale of the notes to allow for a negotiated sale rather than a competitive bid. The authority would only be used if there was such confusion in the market at the last minute as a result of the State budget actions that using a competitive bid would jepordize the success of the note sale. The resolution prepared by the bond counsel includes the contingent authority and delegates the exercise of the authority to the County Administrator since timing will be critical. The current schedule is to issue invitations for competitive bids to be received on June 9 , 1992 for sale of the notes. The budget schedules need to be adopted as the proposed budget for 1992-1993 as a budget planning document to be available for discussion with the rating agencies at the end' of May. The current schedule calls for adoption of the Proposed Budget on the June 9, 1992 Board agenda. CC: County Administrator Auditor-Controller Treasurer-Tax Collector 05-19-92 OH&S DRAFT No. - 3 V RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1992-1993 AND THE ISSUANCE AND SALE OF COUNTY OF CONTRA COSTA, CALIFORNIA, 1992-1993 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLUTION NO. 92/ 349 WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California (the "Government Code") , this Board of Supervisors (the "Board") has found and determined that the sum of not to exceed One Hundred Fifty Million Dollars ($150, 000, 000) is needed for the requirements of the County of Contra Costa (the "County") to satisfy obligations payable from the General Fund and that it is necessary that said sum be borrowed for such purpose at this time by the issuance of temporary notes (the "Notes") therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the County for the General Fund of the County allocable to Fiscal Year 1992-1993 ; and WHEREAS, it appears, and the Board hereby finds and determines, that said sum of One Hundred.:Fif_ty Million Dollars ($150, 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 1992-1993 and available for the payment of the principal of and interest on the 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 1992-1993 ; and WHEREAS, pursuant to Section 53856 of the Government Code of the State of California (the "Government Code") , certain revenues which will be received by the County for the General Fund of the County and attributable to Fiscal Year 1992-1993 can be pledged for the payment of the principal of and interest on the Notes; and WHEREAS, the County wishes to authorize the issuance of said notes in two series, with an initial issuance of a first series of notes (the "Notes of Series A") in the amount of not to exceed $125, 000, 000 with authorization to issue and sell a second series or notes (the "Notes of Series B") in the amount of not to RESOLUTION NO. 92/349 ' AACCRESOL.001 040511-000079-028 05/15/92 exceed $25, 000, 000 in the event a second series can be sold on the terms set forth herein; and WHEREAS, the Notes of Series A shall be sold to the lowest bidder pursuant to a competitive sale to be held on . June 9, 1992 or such later date as is established by the County Administrator of the County in accordance with the terms of a Notice Inviting Bids for the Notes of Series A, and the Notes of Series B shall be sold in such manner as shall hereinafter be determined by this 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 1992-1993 , and . not pursuant to any common plan of financing, the County hereby determines to and shall borrow the aggregate principal sum of not to exceed One Hundred ,Fifty Million Dollars ($150, 000, 000) , by the issuance of temporary notes under Sections 53850 et seq. of the Government Code, designated "County of Contra Costa, California, 1992-1993 Tax and Revenue Anticipation Notes, " and shall be issued as Notes of Series A in an amount not to exceed $1.25, 000, 000 and Notes of Series B in an amount not to exceed $25, 000, 000. The Treasurer-Tax Collector of the County, upon consultation with Orrick, Herrington & Sutcliffe ("Bond Counsel") , is hereby authorized to determine the aggregate principal sum of the Notes of each Series, which sum shall not in the aggregate exceed One Hundred Fiftv, Million Dollars ($150, 000, 000) or such lesser amount upon which Bond Counsel will deliver an approving opinion as to the exclusion from gross income for federal income tax purposes of interest on the Notes of each series. The Notes shall be initially issued and registered as provided in Section 9 hereof and otherwise shall be in the denomination of $5, 000 or any integral multiple thereof, each series thereof shall be dated the date of issuance thereof and shall, in the case of the Notes of Series A, be issued on or before August 1, 1992 and shall, in the case of the Notes of Series B, be issued on or before December 15, 1992 , shall mature (without option of prior redemption) on July 30, 1993 , or such other date not later than 13 months after the date of issuance of such Series of 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 composed of twelve 30-day months, at the rates determined in accordance with 92/349 A:\CCRESOL.001 2 040511-000079-028 05/15/92 this Resolution and, as to the Notes of Series A, as set forth in the successful bid, as awarded by the County Administrator of the County, and, as to the Notes of Series B, as hereinafter determined by this Board. Both the principal of, and interest on the Notes shall be payable in lawful money of the United States of America, only to the registered owners of the Notes upon surrender thereof at the office of the Treasurer-Tax Collector of the County (the "Paying Agent") upon the maturity thereof. No interest shall be payable on any Note for any period after maturity during which the registered owner thereof fails to properly present such Note for payment. Section 3 . Sale of Notes. (a) Sale of Notes of Series. A. The form of proposed Notice Inviting 'Bids for the Notes of Series A, in substantially the form presented to this meeting (a copy of which is on file with the Clerk of the Board) , is hereby approved and adopted as the Notice Inviting Bids for the Notes of Series A, with such changes, additions and corrections therein as the County Administrator 'of the County shall require or approve. Prager, McCarthy & Lewis, One Maritime Plaza, lith Floor, San Francisco, California 9411111 (the "Financial Advisor") , is hereby authorized and directed to cause to be mailed to prospective bidders for the Notes of Series A copies of said Notice Inviting Bids, subject toGsuch changes, additions and completions as may be acceptable to the County Administrator of the County. The Notice of Sale of the Notes of Series A, in substantially the form presented to this meeting (a copy of which is on file with the Clerk of the Board) , is hereby approved, with such changes, additions and completions therein ,�as the County Administrator of the County shall require or approve. The County Administrator of the County is hereby authorized and directed to cause said Notice of Sale to be published once, "no later than 15 days before the Series A Sale Date (as hereinafter defined) , in the Bond Buyer, a financial publication generally circulated throughout the State of California. Sealed proposals shall be received by the Treasurer-Tax Collector of the County up to the hour of 10:00ia.m. California time on June 9, 1992 (or such other time as set ';forth in the Notice Inviting Bids (the "Series A Sale Date") ) , for the purchase of the Notes of Series A for cash at not less than their principal amount and accrued interest thereon. to the date of their delivery, the interest rate to be designated in the bid, the County Administrator of the County reserving the right to reject any and all bids, ,in accordance with the terms and conditions of said Notice Inviting Bids. The County Administrator may, in his sole discretion, cancel the public sale of the Notes of Series Auand negotiate for the sale of the Notes of Series A with an underwriter or AACCRFSOL.001 3 040511-000079-028 05/15/92 underwriters, and enter into an agreement for the sale of the Notes of Series A, upon such terms and conditions as he shall deem appropriate. (b) Sale of Notes of Series B. The Notes of Series B shall be sold in such manner as shall be hereinafter determined by this Board. The sale of the Notes of Series B shall be subject to the following conditions: 1. Receipt of confirmation from Moody's Investors Service and Standard & Poor's Corporation (if such respective rating agency rated the Notes of Series A) that the issuance of the Notes of Series B will not cause a reduction in such Agency's rating on the Notes of Series A; and 2. Receipt of an opinion of Bond Counsel to the effect that the interest on the Notes of Series B is excludable from gross income for federal income tax purposes. Section 4 . 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 County Treasury all amounts representing principal received from such respective sale. Such amounts held in the County General 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, 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 not previously withdrawn from the County General Fund and attributable to the sale of the Notes of Series A and, if issued, the Notes of Series B exceed the greater of (i) ten percent (10%) of the proceeds of the Notes (including investment earnings thereon) or (ii) ten percent (10%) of the total amount expended (not including restricted funds) from the General Fund of the County in 19.91-1992 Fiscal Year, the County shall promptly notify Bond Counsel and, to the extent of its power and authority, AACCRESOL.001 4 010511-0000'79-028 05/13/92 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 (the "Code") . If on the date that is six months from the date of issuance of the Notes of Series A amounts not 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 the greater of (i) ten percent (10%) of the proceeds of the Notes issued (including investment earnings thereon) or (ii) ten percent (10%) of the total amount expended (not including restricted funds) from the General Fund of the County in 1991-1992 Fiscal Year, the County may use and expend all amounts on deposit in the County General Fund attributable to the Notes 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 year 1992-1993 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 111992-1993 Tax and Revenue Anticipation. Note Repayment Fund" (the "Repayment Fund") : (i) an amount equal to 50% of the principal amount of the Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on December 12, 1992 and ending January 13, 1993, inclusive (the "Sixth Accounting Period") , and (ii) an amount equal to 50% of the principal amount of Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on April 13, 1993 and ending May 12, 1993, inclusive (the "Tenth Accounting Period") , together with an amount sufficient (net of anticipated earnings on moneys in the Repayment Fund) (x) to satisfy and make up any deficiency in the Repayment Fund with respect to the prior Accounting Period and (y) to pay the interest on the Notes at maturity. The amounts pledged by the County for deposit into the Repayment Fund from the Unrestricted Revenues received during each indicated accounting period are hereinafter called the "Pledged Revenues." (C) In the event that there have been insufficient Unrestricted Revenues received by the County by the third business day prior to the end of any such 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 AACCRESOL.001 5 040511-000079-028 05/15/92 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, 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 proceeds of the Notes (including 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 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. AACCRESOL.001 6 040511-000079-028 05/15/92 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 respective purchasers thereof. 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 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. Use of Depository; 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 substantially in the form submitted to this meeting (a copy of which is on file with the Clerk of the Board) , with such changes, additions and corrections as the County Administrator of the County shall require or approve. 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 A:ICCRPSOL.001 7 040511-000079-028 05/15/92 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 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 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 respective 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 this Section 9, provided that the Paying Agent shall deliver such new Notes as soon as practicable. AACCRESOL.001 8 040511-000079-028 05/15/92 (D) The County and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of the Resolution and for purposes of payment of principal of and interest on such Note, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Notes. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor (or Substitute Depository or its successor) , except to the owner of any Notes, and the Paying Agent may rely conclusively on its records as to the identity of the owners of the Notes. (E) Notwithstanding any other provision of this Resolution and so long as all outstanding Notes are registered in the name of Cede & Co. or its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole registered owner, in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations, the provisions of which the Paying Agent may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. (F) In the case of any transfer pursuant to clause (iii) of subsection (B) of this Section 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 and in form approved by the Paying Agent. Whenever any Note shall be surrendered, for transfer or exchange, . the County shall execute and the Paying Agent shall authenticate, if required, and deliver a new Note or Notes of the same series of authorized denominations, for a like aggregate principal amount. The Paying Agent shall require the owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. (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. AACCRESOL.001 9 040511-000079-028 05/15/92 Upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Notes as hereinbefore provided. (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute,` 'and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note of like series, tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Paying Agent of the Note so mutilated. Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered to, or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County and the Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Paying Agent shall thereupon authenticate, if required, and deliver a new Note of like series, tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Paying Agent may pay the same without surrender thereof) . The Paying Agent may require payment by the registered owner of a Note of a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Paying Agent. Any Note issued under these provisions in lieu of any Note .alleged to be lost, destroyed or stolen shall constitute an original. additional contractual obligation on the part of the County whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution. All Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Paying Agent, shall be delivered to the Paying Agent and shall be promptly cancelled by it. The County may at any time deliver to ... the Paying. Agent for cancellation any Notes previously authenticated and delivered hereunder which the County may have acquired in any manner whatsoever, and all Notes: so delivered shall promptly be cancelled by the Paying Agent. No Note shall be authenticated in `lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Paying Agent shall be disposed of as directed by the County. 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 AAOCRESOL.001 10 040511-OOW79-028 05115(92 and that the Board and the County, and their appropriate . officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the taxes, income., revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution and the Notes. 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 requirements of Section 148 (f) (4) (B) of the Code with respect to the Notes, and if it has not met such 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 1992-1993 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 111992-1993 Tax and Revenue Anticipation Note Rebate Fund". There shall,be deposited in the Rebate Fund such amounts as are required to be deposited therein in accordance with the written instructions from Bond Counsel pursuant to Section 4 hereof. (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 - AACCRMOL.001 11 040511-000079-026 05/15/92 this Resolution on the basis of the County's failure to observe, or refusal to comply with, such covenants. (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 or San Francisco, California. 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 for Notes of Series A. The proposed form of official statement relating to the Notes of Series A, in .substantially the form presented to this meeting, is hereby approved with such changes, additions and corrections as the County Administrator of the County may approve. The Financial Advisor is hereby authorized to distribute such official statement in preliminary form to the potential bidders for the Notes of Series A and is hereby authorized and directed to deliver such official statement in final form to the purchasers of the Notes of Series A. The County Administrator of the County is authorized to certify to the Financial Advisor on behalf of the County that the preliminary form of the 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- the Board with respect to the sale and issuance of the Notes are AACCRESOL.001 12 040511-000079-028 05/15/92 hereby approved, confirmed and ratified, and the officers of the County and the Board are hereby authorized and directed, for and in the name and on behalf 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, upon issuance of the Notes, shall be irrepealable. PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa, State of California, this 19th day of May, 1992, by the following vote: , AYES: Supervisors Powers , Fanden, Schroder, Torlaksm, McPeak NOES: None . ABSENT: None ` Chair of the Board of Supervisors of the County--of Contra Costal c_. (Seal) ,. Attest: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors of the County of Contra Costa By: C� w:wcRESOL.00l 13 0405114)M9-028 05/15/92 EXHIBIT A REGISTERED REGISTERED No. $ COUNTY OF CONTRA COSTA, CALIFORNIA, 1992-1993 TAX AND REVENUE ANTICIPATION NOTE SERIES Rate of Interest: Note Date: Maturity Date: CUSIP: 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 composed 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 at the office of the Paying Agent 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, 1992-1993 Tax and Revenue Anticipation Notes" (the "Notes") , in the aggregate principal amount of not to exceed Million Dollars ($ ,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 of the 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 A:iCCRESOL.001 A-1 040511-000079-028 05/15/92 performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit 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 1992-1993 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) : (i) an amount equal to 50% of the principal amount of the Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on December 12, 1992 and ending January 13, 1993, inclusive (the "Sixth Accounting Period") , and (ii) an amount equal to 50% of the principal amount of Notes from the first Unrestricted Revenues received by the County during the accounting period commencing on April 13, 1993 and ending May 12, 1993, inclusive (the "Tenth Accounting Period") , together with an amount sufficient (net of anticipated earnings on moneys in the Repayment Fund) (x) to satisfy and make up any deficiency in the Repayment Fund with respect to the prior Accounting Period and (y) to pay the 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 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 heref or. AACCRML.001 A-2 040511-000079-028 05/15/92 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 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 AACCRESOL.001 A-3 040511-00009-028 05/15/92 s + [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto (insert Social Security Number or taxpayer identification number) 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 alteration or change NOTE: The signature to whatsoever. the assignment must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [FORM OF DTC LEGEND] Unless the 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. AACCRESOL.001 A-4 040511-000079-028 05/15/92 NOTICE OF SALE NOT TO EXCEED $1-25, 000, 000 COUNTY OF CONTRA COSTA CALIFORNIA 1992-1993 TAX AND REVENUE ANTICIPATION NOTES OF SERIES A NOTICE IS HEREBY GIVEN that the Board of Supervisors of the County of Contra Costa (the "County") , State of California, intends to offer for public sale on Tuesday, June 9, 1992, at the hour of 10 : 00 a.m. , local time, at the office of the County' s Financial Advisor, Prager, McCarthy & Lewis, One Maritime Plaza, 11th Floor, San Francisco, California 94111, not to exceed $,125, 000, 000 principal amount of tax and revenue anticipation notes of the County of Contra Costa designated "County of Contra Costa, California, 1992-1993 Tax and Revenue Anticipation Notes of Series A" (the "Notes") . The County reserves the right to postpone, by Munifacts wire, said public sale date by notice given no later than 24 hours prior to 10 : 00 a.m. on June 9 , 1992 to any date in June, 1992 . If no legal bid is received for the Notes on June 9, 1992 or such other date as established by Munifacts wire at the time and place specified, bids will be received for the Notes at the same place and at such time as shall be designated in such Munifacts wire. As an accommodation to bidders, telephonic or fax notice of the postponement of the sale date will be given to any bidder requesting such notice by request directed to Prager, McCarthy & Lewis, Financial Advisor, One Maritime Plaza, 11th Floor, San Francisco, California 94111, attention Arnold Mazotti . Failure _ of any bidder to receive such Munifacts, telephonic or fax notice shall not affect the legality of the sale. NOTICE IS HEREBY FURTHER GIVEN that the Notes will be offered for public sale subject to the terms and conditions of the Notice Inviting Bids on the Notes, dated May 19 , 1992 , and copies of said Notice Inviting Bids and the Official Statement relating to the Notes will be furnished upon request to Prager, McCarthy & Lewis, Financial Advisor, One Maritime Plaza, 11th Floor, San Francisco, California 94111. Dated: May 19 , 1992 . /s/ Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors, County of Contra Costa, State of California 3067Z C" CLERK'S CERTIFICATE I, JEANNE O. MAGLIO, 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 meeting of the Board of Supervisors of- the County of Contra Costa duly and regularly held in Martinez, California, on May 19, 1992, of which meeting all of the members of said Board had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, 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, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine St.Lobby Martinez, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this. certificate and affixed the seal of the Board of Supervisors of the County of Contra Costa hereto as of this 19th day of May, 1992. Depufy Clerk of the 4oard of Supervisors of the County of Contra Costa, State of California [SEAL.]. AACCRESOL.001 0405114000079-028 05/15/92