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HomeMy WebLinkAboutMINUTES - 06081993 - 1.124 1, 124 BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO. 413 42,97 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1993-1994 AND THE ISSUANCE AND SALE OF 1993 TAX AND REVENUE ANTICIPATION NOTES FOR THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT WHEREAS, pursuant to Sections 53850 to 53858, both inclusive, of the Government Code of the State of California (herein called the "Government Code") (being Article 7. 6, Chapter 4, Part 1, Division 2, Title 5 of said Code) , the Governing Board of the Contra Costa Community College District (the "District") has filed with this Board of Supervisors (the "Board") a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of not to exceed ten million .dollars ($10,000,000) principal amount of 1993 Tax and Revenue Anticipation Notes (the "Notes") of the District in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or allocable to Fiscal Year 1993-1994; and WHEREAS, the Board of Trustees of the District has found and determined that the sum of ten million dollars ($10,000,000) , when added to the interest payable thereon, does not exceed eighty-five per cent (85%) of the estimated amount of the uncollected taxes, income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or allocable to Fiscal Year 1993-1994 and available for the payment of the principal of and the interest on the Notes; and WHEREAS, the County intends to borrow, for and in the name of the District for the purposes set forth above, not to exceed ten million dollars ($10,000,000) by the issuance of the Notes; and WHEREAS, no money has heretofore been borrowed by the District and the District 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 District received or accrued during or allocable to Fiscal Year 1993-1994; and SF2-14561.1 WHEREAS, pursuant to Section 53856 of the Government Code, certain moneys which will be received by the District for the General Fund ..of the ! District during or allocable to Fiscal Year 1993-1994 can be pledged for the payment of the principal of and the interest on the Notes; and WHEREAS, Bank of America National Trust and Savings Association (the "Underwriter") intends to submit an offer to purchase the Notes and has submitted a form of Contract of Purchase (the "Purchase Contract") to the Board, which form has been approved by the District; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows: Section 1. Recitals. All the above recitals are true and correct and the Board so finds, determines and represents. Section 2. Authorization of Issuance. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or attributable to Fiscal Year 1993-1994, and not pursuant to any common plan of financing, the County hereby determines to and shall issue (for and on behalf of the District) not to exceed t'en million dollars ($10, 000,000) principal amount of temporary notes under Sections 53850 et sect. of the Government Code, designated "Contra Costa Community College District 1993 Tax and Revenue Anticipation Notes" (the "Notes") . The Notes shall be issued in fully registered form in denominations of $5, 000 or any integral multiple thereof, shall be dated July 1, 1993, shall mature (without option of prior redemption) ' on June 30, 1994, and shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of a not to exceed twelve per cent (12%) per annum, as determined by the Treasurer-Tax Collector of the County (the "Treasurer") with the approval of the District, in accordance with the Purchase Contract. Both the principal of and interest on the Notes shall be payable to the registered owners of the Notes, but only upon surrender thereof, in lawful money of the United States of America at the office of the Treasurer in Martinez, California. Section 3. Use of Depository: Registration, Exchange and Transfer. (A) The Depository Trust Company, New York, New York, is hereby appointed depository for the Notes. The Treasurer, 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 or completions as the Treasurer shall require or approve. The Notes shall be initially issued and registered in the name of "Cede & Co. , " as nominee of The Depository Trust Company, New York, New York (hereinafter, Cede & Co. and The SF2-14561.1 2 Depository Trust Company are referred to collectively as "The Depository Trust Company") and shall be evidenced by a single Note. Registered ownership of the Notes, or any portion thereof, may not thereafter be transferred except as set forth in Section 3 (B) . (B) The Notes shall be initially issued and registered as provided in Section 3 (A) hereof. Registered ownership of the Notes, or any portions thereof, may not thereafter be transferred except: (i) to any successor of The Depository Trust Company, or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (B) (a "Substitute Depository") ; provided, that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicably laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Treasurer, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to substitute another depository for The Depository Trust Company (or its successor) because it 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 (,l) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to discontinue using a depository. (C) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Treasurer, a single new Note, which the County shall prepare or cause to be prepared, shall be executed and delivered and registered in the name of such successor or such Substitute Depository, or its nominee, as the case may be. In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Treasurer, 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 are determined by the Treasurer. (D) The County and the Treasurer shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and for purposes of payment of principal and interest on such Note, SF2-14561.1 3 notwithstanding any notice to the contrary received by the Treasurer or the County; and the County and the Treasurer 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 Treasurer 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 successors (or any Substitute Depository or its successor) , except to the registered owner of any Notes, and the Treasurer may rely conclusively on its records as to the identity of the registered owners of the Notes. (E) Notwithstanding any other provisions of this resolution and so long as all outstanding Notes are registered in the name of The Depository Trust Company or its registered assigns, the County and the Treasurer shall cooperate with The Depository Trust company, as sole registered owner, and its registered assigns 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 from the County to The Depository Trust Company, the provisions of which the Treasurer may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. (F) In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, any Note may, in accordance with its terms, be transferred or exchanged for a like aggregate principal amount of Notes in authorized denominations, upon the books required to be kept by the Treasurer 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 Treasurer. Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Treasurer shall deliver a new Note or Notes of authorized denominations for a like aggregate principal amount. The Treasurer shall require the registered 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 Treasurer will keep or cause to be kept, at his office in Martinez, California, 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 Treasurer shall, under such reasonable regulations as he may prescribe, register or transfer or cause to be SF2-14561.1 4 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 Treasurer shall thereupon deliver a new Note of like tenor bearing a different number in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the County and the Treasurer 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 Treasurer shall thereupon deliver a new Note , of like tenor and bearing a different number in lieu of and in substitution for the Note so lost, destroyed or stolen (orif any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Treasurer may pay the same without surrender thereof) . The Treasurer 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 Treasurer. 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 shall 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. (1) All Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Treasurer, shall be delivered to the Treasurer and shall be promptly cancelled by him. The County may at any time deliver to the Treasurer for cancellation any Notes previously delivered hereunder which the County may ay have acquired in any manner whatsoever, and all Notes so delivered shall promptly be cancelled by the Treasurer. No Note shall be delivered in lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Treasurer shall be disposed of as directed by the County. Section 4. 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. SF2-14561.1 5 section 5. Disposition of Proceeds of Notes. There is hereby established a separate fund in the County treasury for the purpose of insuring the application of the proceeds representing principal received from the sale of the Notes for the purpose specified in Section 2 hereof for which the Notes are to be issued, which separate fund is hereby designated the "Contra Costa Community College District 1993 Tax and Revenue Anticipation Note Proceeds Fund" (the "Proceeds Fund") . The Treasurer shall, immediately upon receiving the proceeds of the sale of the Notes, place in the Proceeds Fund all amounts representing principal received from such sale. All moneys held in the Proceeds Fund shall be invested as permitted by Section 53601 of the Government Code, except 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, and the proceeds of all such investments shall be retained in the Proceeds Fund. All amounts held in the Proceeds Fund shall be withdrawn and expended by the District for any purpose for which the District is authorized to expend funds from its General Fund, 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, and for purposes .of this paragraph, otherwise available amounts excludes amounts that are held or set aside in a reasonable working capital reserve not exceeding ten per cent (10%) of the District's total working capital expenditures from its available funds in Fiscal Year 1992-1993; Provided, that if on the date that is six (6) months from the date of issuance of the Notes, all amounts in the Proceeds Fund (including investment earnings thereon) shall not have been so withdrawn and spent, the District shall promptly notify Orrick, Herrington & Sutcliffe ("Bond Counsel") , and, to the extent of its power and authority, comply with 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") . For purposes of this paragraph, the "proceeds" of the Notes are equal to the initial offering price of the Notes to the public, as certified to by the original purchaser of the Notes. Section 6. 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 District for the General Fund of the District for the fiscal year 1993-1994 and which are lawfully available for the payment of current expenses and other obligations of the District (the "Unrestricted Revenues") . (B) As security for the payment of the principal of and interest on the Notes, the County (for and on behalf of the SF2-14561.1 6 District) hereby pledges to deposit in trust in a special fund designated as the "Contra Costa Community College District 1993 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") , which fund will be held by the Treasurer, acting as the responsible agent to maintain such fund until the payment of the principal of the Notes and the interest thereon: (i) an amount equal to 40% of the principal amount of the Notes from the first Unrestricted Revenues received by the District during the accounting period commencing on December 1, 1993 and ending on December 31, 1993 (the "December Accounting Period") , and (ii) an amount equal to 60% of the principal amount of the Notes from the first Unrestricted Revenues received by the District during the accounting period commencing on April 1, 1994 and ending on April 30, 1'994 (the "April 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 (for and on behalf of the District) 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 District 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 D'istrict lawfully available for the payment of the principal o*f 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 District. Section 7. Pledged Revenues. (A) The Pledged Revenues with respect to the accounting period in which received shall be deposited by the Treasurer (for and on behalf of the District) 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 (for and on behalf of the District) 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 6(B) has been so deposited in the Repayment Fund. 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 SF2-14561.1 7 the Repayment Fund shall be applied only as hereinafter in this Section 7 provided. (B) The moneys in the Repayment Fund shall be used 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 District. (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 subsections (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 District. Section S. Execution of Notes. The Treasurer or his designee is hereby authorized to execute the Notes by use of his manual or facsimile signature, and the Clerk of the Board and County Administrator 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 thereto by impressing the seal or by imprinting a facsimile of the seal thereon. Said officers are hereby authorized to cause the blank spaces in Exhibit A to be filled in as may be appropriate and to deliver the Notes to the purchaser thereof. In the case of Notes executed by facsimile signature of both the Treasurer and the Clerk of the Board and County Administrator, the Notes shall not be valid unless and until a paying agent shall have manually authenticated such Notes. Section 9. Sale of Notes to Underwriter. All the Notes in such principal amount as determined by the Treasurer (not in excess of ten million dollars ($10, 000,000) ) shall be sold to the Underwriter in accordance with the terms of the Purchase Contract in substantially the form presented to this meeting and by reference incorporated herein (as shall be finally approved by the Treasurer as hereinafter provided) . Section 10. Approval of Purchase Contract. The Purchase Contract relating to the Notes, in substantially the form attached hereto as Exhibit B, is hereby approved with such additions, changes or corrections as the Treasurer may approve upon consultation with the District, and the Treasurer is hereby authorized to execute the Purchase Contract. SF2-14561.1 8 Section 11. Authorization of Distribution of and Approval of the Official Statement. The distribution of the Official Statement in connection with the offering and sale of the Notes, in substantially the form presented to this meeting with such additional, changes or corrections as the Treasurer may approve, upon consultation with the District, is hereby approved. Section 12. General Covenants. It is hereby covenanted that the County, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of this resolution and the Notes. Section 13. Tax Covenants. (A) The County will, not make any use of the proceeds of the Notes or any other funds of the District which would cause the Notes to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code, "private activity bonds" subject to federal income taxation by reason of Section 141(a) of the Code, or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 149(b) of the Code; and to that end the County, with respect to the proceeds of the Notes, will comply with all requirement of such sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect. (B) The County covenants that, in the event it is subject to the rebate requirements of Section 148 of the Code, 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 ed 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, 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. If such calculation is required, the County will immediately set aside, from revenues attributable to the Fiscal Year 1993-1994 'or, to the extent not available from such revenues, from any other moneys lawfully available, the amount of any such rebate in a separate fund which the County hereby agrees* to establish and maintain and designate as the Sn-14561.1 9 "Contra Costa Community College District 1993-1994 Tax and Revenue Anticipation Note Rebate Fund. " (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, no one other than the holders or former holders 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. (D) The covenants contained in this section shall survive the payment of the Notes. (E) Notwithstanding any provision of this section, if the District shall provide to the Treasurer an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest on the Notes, the Treasurer and the County may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. (F) The County hereby represents, on behalf of the District, that the aggregate face amount of all tax-exempt obligations (including any tax-exempt leases, but excluding private activity bonds) , issued and to be issued by the District (and all subordinate entities of the District) , during calendar year 1993, including the Notes, is not reasonably expected to exceed $10,000, 000. (G) The County hereby designates the Notes as "qualified tax-exempt obligations" for the purpose of Section 265(b) of the Code. Section 14. Approval of Actions. The Treasurer and the Clerk of the Board and County Administrator are hereby authorized and directed to execute and deliver the Notes to the Underwriter, pursuant to the terms and conditions of the Purchase Contract. All actions heretofore taken by the officers and agents of the County or the Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified and the officers and agents of the County and the Board are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this resolution. Section 15. Proceedings constitute Contract. The provisions of the Notes and of this resolution shall constitute a SF2-14561.1 10 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 this 8th day of June, 1993 , by the following vote: AYES: Supervisors Powers, Smith, Bishop, Pic Peak, Torlakson NOES: None ABSENT: None A /0M Lok4kyvl Chairman of the Board of Supervisors [SEAL] ATTEST: Phil Batchelor Clerk of the Board of Supervisors and C unty Administrator By— SF2-14561.1 11 EXHIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA CONTRA COSTA COMMUNITY COLLEGE DISTRICT 1993 TAX AND REVENUE ANTICIPATION NOTE THIS NOTE IS PART OF AN ISSUE OF NOTES WHICH HAVE BEEN DESIGNATED BY THE ISSUER AS QUALIFIED TAX-EXEMPT OBLIGATIONS FOR PURPOSES OF SECTION 265 (b) OF THE INTERNAL REVENUE CODE OF 1986. REGISTERED REGISTERED No. $ 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") , in Martinez, California, 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, "Contra Costa Community College District 1993 Tax and Revenue Anticipation Notes" (the "Notes") , in the aggregate principal amount of Dollars ($ all of like date, SF2-14561.1 A-1 tenor and effect, made, executed and given pursuant to and by authority of a resolution (the "Resolution") of the Board of Supervisors of the County of Contra Costa duly passed and adopted on June 8, 1993 (at the request of the District pursuant to a resolution of the Board of Trustees of the District duly passed and adopted on April 21, 1993) 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 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 District, 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 District for the General Fund of the District for the fiscal year 1993-1994 and which are lawfully available for the payment of current expenses and other obligations of the District (the "Unrestricted Revenues") . As security for the payment of the principal of and interest on the Notes, the District has pledged to deposit in the Repayment Fund (as defined in the Resolution) : (i) an amount equal to 40% of the principal amount of the Notes from the first Unrestricted Revenues received by the District during the accounting period commencing on December 1, 1993 and ending on December 31, 1993 (the "December Accounting Period") , and (ii) an amount equal to 60t of the principal amount of the Notes from the first Unrestricted Revenues received by the District during the accounting period commencing on April 1, 1994 and ending on April 30, 1994 (the "April 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 District 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 District 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. SP2-14561.1 A-2 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 Treasurer-Tax Collector of the County, 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 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 the County shall not be affected by any notice to the contrary. 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 Clerk of its Board of Supervisors and County Administrator by his manual signature and has caused its official seal to be impressed or imprinted hereon, all as of the Note date specified above. COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board of Supervisors and County Administrator SF2-14561 I A-3 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 B Treasurer-Tax Collector SM-14561.1 A-4 [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 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 whatsoever. Signature Guaranteed By: NOTE: The signature to the assignment must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. [DTC LEGEND TO APPEAR HERE] SF2-14561.1 CERTIFICATE OF CLERK OF THE BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA I, Philip J. Batchelor, Clerk of the Board of Supervisors and county Administrator 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 June 8, 1993, 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 a location in 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 1st day of July, 1993 . Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator of the County of Contra Costa B Deputy [SEAL] SF2-14561.1 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 this 8th day of June, 1993, by the following vote: AYES: Supervisors Powers, Smith, Bishop, McPeak, Torlakson NOES: None ABSENT: None Chairman of the Board of Supervisors [SEAL) ATTEST: Phil Batchelor Clerk of the Board of Supervisors and Co"my Administrator By ��? SP2-14361.1 12