HomeMy WebLinkAboutMINUTES - 03011994 - 1.67 I
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TO: BOARD OF:SUPERVISORS CONTRA
COSTA
FROM: KENNETH J. CORCORAN,AUDITOR-CONTROLLER COUNTY
DATE: March 1, 1994
SUBJECT: Refund County of Contra Costa Open Space and Park Bonds 1974 for Co. Service Area R-8
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)8:BACKGROUND AND JUSTIFICATION
Recommended Action:
AUTHORIZE the Board of Supervisors to refund the outstanding general obligation Contra Costa County
Open Space and Park Bonds-1974 for County Service Arca R-8,by adoption of the following:
1. Resolution authorizing issuance of Contra Costa County Service Area R-8 1994 Park and Open
Space Refunding Bonds.
2. Bond Purchase Agreement, by and between the County of Contra Costa and Sutro&Co., dated as of
March 1, 1994.
i
A 3. Paying Agent Agreement,by and between the County of Contra Costa and Bank of America.National
Trust and Savings Association,dated March 1, 1994.
4. Preliminary Official Statement,dated March 1994.
Financial impact:
There will be no financial impact on the County's general fund. Refunding Bonds, like original bonds, are
general obligation bonds which allow for a property tax levy within County Service Area R-8 to meet debt
service requirements. Entire benefit of refunding will inure to property owners.
Background:
These actions provide for the refunding of the outstanding general obligation bonds with respect to County
Service Arca R-8. Sutro&Co. has determined that the refunding can generate property owner savings at
current market rates. '
CONTINUED ATTACHMENT:_YES SIGNATURE:
_RECOMMENDATION OF COUNTY ADMINISTRATOR_RECOMMENDATION OF BOARD COMMTI"TEE
APPROVE OTHER
SIGNATURES(S):
ACTION OF BOARD ON_ I ?r 9 APPROVED AS RECOMMENDED_&OTHER_
VOTE OF SUPERVISORS
UNANIMOUS(ABSENT. _ ) I HEREBY CERTIFY THAT TIIIS IS A TRUE.
AYES: NOES: _ AND CORRECT COPY OF AN ACTION TAKEN
ABSENT: _ ABSTAIN: _ AND ENTERED ON THE MINUTES OF TI IF.130ARD
OF SUPERVISORS ONTHE DATE SHOWN.
Contact: Stephen Ybarra (646-2225) ATTESTED_
cc: CAO PHIL BATCIIELOR,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
BY DEPUTY
RESOLUTION NO. 94/119
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE
COUNTY, OF CONTRA COSTA, CALIFORNIA, AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $4,600,000 AGGREGATE
PRINCIPAL AMOUNT OF COUNTY OF CONTRA COSTA COUNTY
SERVICE AREA NO. R-8 1994 PARK AND OPEN SPACE
REFUNDING BONDS, DIRECTING THE IMPOSITION OF AD
VALOREM PROPERTY TAXES TO SECURE SAID BONDS,
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING
AGENT AGREEMENT AND A BOND PURCHASE AGREEMENT WITH
RESPECT TO SAID BONDS, AUTHORIZING THE DISTRIBUTION
OF A PRELIMINARY OFFICIAL STATEMENT AND THE
EXECUTION AND DELIVERY OF A FINAL OFFICIAL
STATEMENT IN CONNECTION WITH SAID BONDS, AND
AUTHORIZING RELATED ACTIONS
WHEREAS, the County of Contra Costa (the "County") has
heretofore issued $6,750,000 aggregate principal, amount of County
of Contra Costa County Service Area No. R-8 1974 Park and Open
Space Bonds (the; "Prior Bonds") , of which $4,245,000 remain
outstanding; and,
WHEREAS, pursuant to Articles 9 and 11 of Chapter 3 of
Division 2 of Title 5 of the California Government Code (the
"Law") , the District is authorized to issue refunding bonds to
refund the Prior Bonds; and
WHEREAS, this Board of Supervisors now desires to
provide for the issuance of County of Contra Costa County Service
Area No. R-8 1994 Park and Open Space Refunding Bonds (the
"Refunding Bonds?') ; and
WHEREAS, this Board of Supervisors desires to direct
the Treasurer-Tax Collector of the County to levy an ad valorem
property tax to secure the Refunding Bonds pursuant to Sections
53559, 53561, and other provisions of the Law and pursuant to
Government Code Section 25211.17; and
WHEREAS, there has been presented to this meeting a'
form of Paying Agent Agreement, dated as of March 1, 1994 (the
"Paying Agent Agreement") by and between the County and Bank of
America National:: Trust and Savings Association, as paying agent
(the "Paying Agent") providing for the issuance and terms of the
Refunding Bonds; . and
WHEREAS, there has been presented to this meeting a
form of Bond Purchase Agreement (the "Bond Purchase Agreement")
by and between the County and Sutro & Co. , as underwriter (the
"Underwriter") providing for the sale of the Refunding Bonds; and
=-26706.2
RESOLUTION NO. 94/119
WHEREAS, there has been presented to this meeting a
form of Preliminary Official Statement (the"POS") for the Bonds;
and
WHEREAS, all acts, conditions and things required by
law to be done or performed have been done and performed in
strict conformity with the law authorizing the issuance of the
Refunding Bonds and the consummation of the other transactions
contemplated by this Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF THE COUNTY -OF CONTRA COSTA, CALIFORNIA, AS
FOLLOWS:
Section 1. Issuance of Refunding Bonds. The issuance
by the County on behalf of County Service Area No. R-8
("CSA R-811) of not to exceed $4,600,000 aggregate principal
amount of County: of Contra Costa County Service Area No. R-8 1994
Park and Open Space Refunding Bonds (the "Refunding Bonds") is
hereby approved. . The Chairman and Clerk of this Board of
Supervisors are hereby authorized and directed to execute (by
manual or facsimile signature) and deliver the Refunding Bonds as
provided in the Paying Agent Agreement.
Section 2. Security for the Refunding Bonds. The
County Treasurer-Tax Collector, on behalf of CSA R-8, shall levy
on all the taxable property in CSA R-8, in addition to all other
taxes, a. continung direct ad valorem tax annually during the
period the Refunding Bonds are outstanding in an amount
sufficient to pay the principal of and interest on the Refunding
Bonds when due, which monies when -collected will be placed in the
County Service Area No. R-8 Bond and Tax Fund established
pursuant to Resolution No. 74/999 adopted by this Board of
Supervisors on November 25, 1974, which fund is hereby continued
to provide for the repayment of the Refunding Bonds, and which
fund is irrevocably pledged for the payment of the principal of
and interest on the Refunding Bonds when and as the same fall
due.
Section 3. Authorization. Execution and Delivery of
Paying Agent Agreement. The -Paying Agent Agreement is hereby -
approved. The Chairman of this Board of Supervisors is hereby
authorized and directed to execute and deliver, and the Clerk of
this Board of Supervisors is hereby authorized and directed to
attest, the Paying Agent Agreement in substantially the form
presented to this meeting with such changes, modifications or
additions which the Chairman approves, upon consultation with the
County's bond counsel ("Bond Counsel") , deems in the interest of
the County, such approval to be conclusively evidenced by such
execution and delivery; provided, that the Paying Agent Agreement
shall not provide for an aggregate principal amount of Refunding
Bonds in excess of $4,600,000, a term of the Refunding Bonds
02-26706.2 2
later than December 15, 2004, or an interest rate on any
Refunding Bond in excess of 5.15%.
Section 4. Authorization. Execution and Delivery of
Bond Purchase Agreement. The Bond Purchase Agreement is hereby
approved. The Chairman is hereby authorized and directed to
execute and deliver the Bond Purchase Agreement in substantially
the form presented to this meeting with such changes,
modifications or, additions which the Chairman approves in the
interest of the County, upon consultation with Bond Counsel, such
approval to be conclusively evidenced by such execution and
delivery; provided, that the Bond Purchase Agreement shall not
provide for an aggregate principal amount of Refunding Bonds in
excess of $4,600;000, a term of Refunding Bonds later than
December 15, 2004, an average interest rate on the Refunding
Bonds in excess of 4.75%; an original issue discount on the
Refunding Bonds in excess of 1.0%, or an underwriter's discount
on the Refunding', Bonds in excess of 1.5%.
Section 5. Minimum Required Savings. Notwithstanding
any other provision hereof, the Refunding Bonds shall not be sold
or issued unless the Auditor-Controller determines, based upon
information provided by the Underwriter and reviewed by the
office of the Auditor-Controller in consultation with the office
of the Treasurer, Tax Collector, that the net present value
savings (after payment of all costs of issuance and discounted at
the average rate: of interest on the Refunding Bonds) to be
realized from the refunding is at least equal to nine percent
(9%) of the outstanding principal amount of the Prior Bonds as of
the date of sale: The determination of the Auditor-Controller
pursuant to -this Section 5 shall be final and conclusive.
Section 6. Preliminary and Final Official Statement.
The Preliminary Official Statement is hereby approved. The
Auditor-Controller is hereby authorized and directed to deem said
Preliminary Official Statement final, in substantially the form
presented to this meeting with such changes as may be approved in
the interest of the County by the Auditor-Controller in
consultation with Bond Counsel, pursuant to Securities Exchange
Commission Rule i5c2-12 (the"Rule") except for information
permitted to be omitted therefrom pursuant to the Rule. The
distribution by the Underwriter of said deemed final Preliminary
Official Statement is hereby authorized and approved. The
Auditor-Controller is hereby authorized and directed to execute
and deliver a final Official Statement, in substantially the form
of said deemed final Preliminary Official Statement, including
final pricing information and any other changes approved by the
Auditor-Controller in consultation with Bond Counsel, such
approval to be conclusively evidenced by such execution and
delivery.
SF2-26906.2 3
i.
Section 7. Other Actions. Officers of the Board of
Supervisors and County officials and staff are hereby authorized
and directed, jointly and severally, to do any and all things and
to execute and deliver any and all documents which they may deem
necessary or advisable related to the Refunding Bonds (including
the provision of a bond insurance policy for the Refunding Bonds)
and otherwise carry out, give effect to and comply with the terms
and intent of this Resolution. Such actions heretofore taken by
such officers, officials and staff are hereby ratified, confirmed
and approved.
Section 8. Resolution to Treasurer/Tax-Collector and
Auditor-Controller. - The Clerk of this Board of Supervisors is
hereby directed to provide a certified copy of this Resolution to
the Treasurer/Tax-Collector and the Auditor-Controller of the
County immediately following its adoption.
Section 9. Effective Date. This Resolution shall take
effect immediately upon its passage.
PASSED AND ADOPTED this 1st day of March, 1994, by the
following vote:
AYES: Supervisors Smith, Bishop, McPeak, Torlakson and Powers
NOES: None
ABSENT: None
ABSTENTIONS: None
4Ca n of the Board ofsors of the County
of Contra Costa
ATTEST: Phil Batchelor,
Clerk of the Board of Supervisors
of the County of Contra Costa
By.
— a, Qoa�-
Deputy er
sx2-2M.z 4
CLERKS CERTIFICATE
I, Deputy Clerk of the Board of Supervisors (the
"Board") of the County of Contra Costa, do hereby certify that
the foregoing is a full, true and correct copy of a resolution
and order duly adopted at a regular meeting of the Board duly and
regularly and legally held at the regular meeting place thereof
on the 1st day of March, 1994, of which meeting all the members
of the Board had due notice and at which a majority thereof was
present; that at: said meeting said resolution was adopted by the
following vote:
AYES: Supervisors Smith, Bishop, McPeak, Torlakson and Powers
NOES: None
ABSENT: None
ABSTENTIONS: None .
An agenda of said meeting was posted at least 72 hours
before said meeting at 651 Pine Street Martinez, California,
a location freely accessible to members of the public, and a
brief description of said resolution appeared on said agenda.
I further certify that I have carefully compared the
same with the original minutes of said meeting on file and of
record in my office and that said resolution is duly entered of
record and is a full, true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since
the date of its adoption and the same is now in full force and
effect.
WITNESS my hand this 1st day of March , 1994.
Deputy
Clerk of e B4hrd of Supervisors
of the County of Contra Costa
MI-26706.2
PAYING AGENT AGREEMENT
by and between the
COUNTY OF CONTRA COSTA,
on behalf of
COUNTY OF CONTRA COSTA COUNTY SERVICE AREA NO. R-8
and
BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Paying Agent
Dated as of March 1, 1994
RELATING TO THE
1994 PARK AND OPEN SPACE REFUNDING BONDS
s�z6ssi.z
l
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions . . . . . . . .. .. . . . . . . . . 2
ARTICLE II
THE REFUNDING BONDS
SECTION 2.01. Authorization; Terms of Refunding Bonds 4
SECTION 2.02. Form of Refunding Bonds . . . . . . . . . . . 6
SECTION 2.03. Execution and Authentication of Refunding
Bonds . . . . . . 6
SECTION 2.04. Transfer of Refunding Bonds; Book-Entry
System . . . . . . . . . . . . . . 6
SECTION 2.05. Exchange of Refunding Bonds . . . . . . . . . 8
SECTION 2.06. Refunding Bond Register . . . . . . . . . . . 8
ARTICLE III
ISSUANCE OF THE REFUNDING BONDS
SECTION 3.01. Delivery of Refunding Bonds . . . . . 9
SECTION 3.02. Application of Proceeds of Sale of Refunding
Bonds . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV
REDEMPTION OF THE REFUNDING BONDS
SECTION 4.01. Refunding Bonds Not Subject to Optional
Redemption . . . . . . . . . . . . . . . . . . 9
[SECTION 4.02. Mandatory Redemption of Refunding Bonds . . 9]
SECTION 4.03. Notice of Redemption . . . . . . . . . . . . . 9
SECTION 4.04. Redemption Fund . . . . . . . . . . . . . . . 12
SECTION 4.05. Partial Redemption . . . . . . . . . . . . . . 12
SECTION 4.06. Effect of Redemption . . . . . . . . . . . . . 13
ARTICLE V
COVENANTS OF THE COUNTY
SECTION 5.01. Payment of Principal and Interest . . . . . . 13
SECTION 5.02. Levy of Tax . . . . . . . . . . . . . . . . . 13
SECTION 5.03. Validity of Refunding Bonds . . . . . . . . . 14
SECTION 5.04. Further Assurances . . . . . . . . . . . . . . 14
Ma-2051.2 i
SECTION 5.05. Tax Covenants . . . . . . . . . . . . . . . . 14
SECTION5.06. Insurance . . . . . . . . . . . . . . . . . . 14
ARTICLE VI
THE PAYING AGENT
SECTION 6.01. Paying Agent; Acceptance; Removal;
Resignation . . . . . . . . . . . . . . . . . 15
ARTICLE VII
DEFEASANCE OF REFUNDING BONDS
SECTION 7.01. Defeasance . . . . . . . . . . . . . . . . 15
SECTION 7.02. Unclaimed Monies . . . . . . . . . . . . . . . 16
ARTICLE VII
MISCELLANEOUS
SECTION 8.01. Counterparts . . . . . . . . . . . . . . . . . 16
EXHIBITA [FORM OF BOND] . . . . . . . . . . . . . . . . . . A-1
3MM551.2 i i
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, made and entered into as
of March 1, 1994, by and between BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national banking association organized
and existing under and by virtue of the laws of the United States
of America, as paying agent (the "Paying Agent") , and the COUNTY
OF CONTRA COSTA, a political subdivision of the State of
California (the "County") acting on behalf of County of Contra
Costa County Service Area No. R-8 ("CSA R-811) ,
W I T N E S S E T H:
WHEREAS, the Board of Supervisors (the "Board") of the
County has heretofore issued its County of Contra Costa County
Service Area No. R-8 1974 Park and Open Space Bonds, (the "Prior
Bonds") in the original principal amount of $6,750,000, pursuant
to a resolution adopted by the Board on November 25, 1974;
WHEREAS, pursuant to Articles 9 and 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government
Code, the County' is authorized 'to issue refunding bonds to refund
the Prior Bonds;
WHEREAS, the -Board has determined, by its Resolution
No. , adopted on March 1, 1994 (the "Resolution") that
it is necessary and desirable that the Prior Bonds now be
refunded, and has authorized by said Resolution the issuance and
sale of its "County of Contra Costa County Service Area No. R-8
1994 Park and Open Space Refunding Bonds" (herein called the
"Refunding Bonds") ;
WHEREAS, all acts, conditions and things required by
law to exist, to have happened and to have been performed
precedent to and in connection with the execution and entering
into of this Paying Agent Agreement do exist, have happened and
have been performed in regular and due time., form and manner as
required by law, and the parties hereto are now duly authorized
to execute and enter into this Paying Agent Agreement;
NOW, THEREFORE, in order to provide for the terms and
payment of the Refunding Bonds and the performance and observance
by the County of all the covenants, agreements and conditions
herein and in the Refunding Bonds contained, and in consideration
of the mutual covenants and agreements contained herein, and for
other valuable consideration, the County and the Paying Agent
hereby agree as follows:
SF2-26551.2
.ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. Unless the context
otherwise requires, the terms defined in this Section 1.01 shall
for all purposes 'hereof and of any amendment hereof or supplement
hereto and of the Refunding Bonds and of any certificate,
opinion, request or other document mentioned herein or therein
have the meanings defined herein, the following definitions to be
equally applicable to both the singular and plural forms of any
of the terms defined herein:
"Authorized County Representative" shall mean the Chief
Administrative Officer, Assistant Chief Administrative Officer,
Senior Deputy Chief Administrative Officer or any Deputy Chief
Administrative Officer of the County.
"Board" shall mean the Board of Supervisors of the
County.
"Bondowner"; "Bondholder"; or "Owner" shall mean the
person in whose name any Refunding Bond shall be registered.
"Bond Tax Fund" shall mean the "County Service Area No.
R-8 Bond Tax Fund" kept and administered by the County Treasurer/
Tax-Collector, established pursuant to the -Resolution.
"Business Day" shall mean any day other than a
Saturday, Sunday, legal holiday or other day on which banking
institutions in San Francisco or Los Angeles, California, or New
York, New York, or any state in which the principal corporate
trust office of the -Paying Agent is located are authorized or
required by law to close, or on which the New York Stock Exchange
is closed.
"Code"- shall -mean the Internal Revenue Code of 1986, as
the same shall be hereafter amended, and any regulations
hereinbefore issued or which shall be hereafter issued by the
United States Department of the Treasury thereunder.
"County" shall mean the County of Contra Costa, State
of California.
"CSA 9-8" shall mean County of Contra Costa County
Service Area No. R-8.
"Dated .Date" shall mean April 6, 1994.
"Information Service" shall have the meaning given to
that term in Section 4.02(c) hereof.
MAM1.2 2
["Insurer" shall mean the issuer of a municipal bond
insurance policy. pursuant to Section 5.06 hereof. ]
"Interest Payment Date" shall mean either June 15 or
December 15 of each year.
"Law" shall mean Articles 9 and it of Chapter 3 of
Division 2 of Title 5 of the California Government Code, and
other applicable law.
"Opinion of Counsel" shall mean a written opinion of
counsel of recognized national standing in the field of law
relating to municipal bonds, appointed and paid by the County.
"owner.." See "Bondowner" defined herein.
"Paying Agent" shall mean the Bank of America National
Trust and Savings Association, San Francisco, California,' acting
as paying agent, registrar, and transfer agent with respect to
the Refunding Bonds, its successors and assigns and any other
corporation or association which may at any time be substituted
in its place as provided in Section 6.01 hereof.
"Prior Bonds" shall mean the bonds designated the
"County of Contra Costa County Service Area No. R-8 1974 Park and
Open Space Bonds," in the original principal amount of
$6,750,000.
"Prior Paying Agent" shall mean Chemical Bank, New
York, New York, .acting through Chemical Trust Company of
California, San Francisco, California and [Harris Trust Company] ,
Chicago Illinois,, as paying agent for the Prior Bonds.
"Purchase Contract" shall mean that certain bond
purchase contract dated March , 1994, between the Board and
the Purchaser.
"Purchaser" shall mean Sutro & Co. , San Francisco,
California.
"Rebate Fund" shall mean the Rebate Fund of the County
established pursuant to the Tax Certificate.
"Record Date" shall mean the first day of the month of
an Interest Payment Date, whether or not such day is a Business
Day.
"Redemption Date" shall mean the Interest Payment Date
on which the Refunding Bonds which are called are to be presented
for redemption, ,pursuant to Section 4.01 hereof.
"Redemption Fund" shall mean that fund described in
Section 4.04 hereof.
SM26551.2 3
"Refunding Bonds" shall mean the County of Contra Costa
County Service Area No. R-8 1994 Park and Open Space Refunding
Bonds issued pursuant to Article II hereof.
"Resolution" shall mean Resolution No.
approved by the Board on March 1, 1994.
"Request of the County; Certificate of the County"
shall mean a written request or written certificate,
respectively, authorized and signed by the Chief Administrative
Officer.
"Securities Depository" shall have the meaning given to
that term in Section 4.02(c) hereof.
"Tax Certificate" shall mean the Tax Certificate
concerning certain matters pertaining to the use of proceeds of
the Refunding 'Bonds, executed and delivered by the County on the
date of issuance of the Refunding Bonds, including all exhibits
attached thereto, as such certificate may from time to time be
modified or supplemented in accordance with the terms thereof.
ARTICLE II
THE REFUNDING BONDS
SECTION 2.01. Authorization; Terms of Refunding Bonds.
The Refunding Bonds shall be issued for the purpose of providing
funds to refund the Prior Bonds and to pay costs incurred in
connection with the issuance, sale and delivery of the Refunding
Bonds. The Refunding Bonds to be issued by the County under and
subject to the terms of this Paying Agent Agreement and the Law,
and shall be des: gnated as the "County of Contra Costa County
Service Area No.' R-8 1994 Park and Open Space Refunding Bonds,"
and shall be in the aggregate principal amount of
dollars ($ ) .
The Refunding Bonds shall be dated the Dated Date. The
Refunding Bonds shall bear interest at the respective rates shown
in the table in this Section 2.01 below, payable on June 15,
1994, and semiannually thereafter on December 15 and June 15 of
each year (the "!Interest Payment Dates") . Each Bond shall bear
interest from the Interest Payment Date next preceding the date
of authentication thereof unless it is authenticated as of a day
during the period after the Record Date to the applicable
Interest Payment Date, -inclusive, in which event it shall bear
interest from such Interest Payment Date, or unless it is
authenticated on or before the first Record Date, in which event
it shall bear interest from the Dated Date; provided, however,
that if, at the time of authentication of any Refunding Bond,
interest is in default on outstanding Refunding Bonds, such
Refunding Bond shall bear interest from the Interest Payment Date
SP2-26551.2 4
to which interest has previously been paid or made available for
payment on the outstanding Refunding Bonds. Interest on the
Refunding Bonds shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
The Refunding Bonds shall be in fully registered form,
without coupons,. in the denominations of $5,000 or any integral
multiple thereof, provided that no Refunding Bond shall have
principal maturing on more than one principal maturity date.
The Refunding Bonds when issued shall be registered in
the name of "Cede & Co. ," as nominee of The Depository Trust
Company, New York, New York, and shall be initially issued as one
bond for each of the maturities of the Refunding Bonds, in the
principal amounts set forth in the table in this Section 2.01
below. The Depository Trust Company is hereby appointed
depository for the Refunding Bonds and registered ownership of
the Refunding Bonds may not thereafter be transferred except as
provided in Section 2.04 hereof.
The Refunding Bonds shall mature on December 15 of each
of the years from and including 1994 to and including 2004, in
the principal amounts shown below:
Principal Interest Principal Interest
Year Amount Rate Year Amount Rate
1994 $ $ 1999 $ $
1995 2000
1996 2001
1997 2002
1998 2003
2004
The principal of the Refunding Bonds shall be payable
in lawful money of the United States of America to the Owner
thereof, upon the surrender thereof at the principal corporate
trust office of the Paying Agent. The interest on the Refunding
Bonds shall be payable in like lawful money to the person whose
name appears on the bond registration books of the Paying Agent
as the Owner thereof as of the close of business on the
applicable Record Date, whether or not such day is a Business
Day.
Payment of the interest on any Refunding Bond shall be
made to the person appearing on the bond registration books of
the Paying Agent as the Owner thereof, such interest to be paid
by check or draft mailed to such Owner at such Owner's address as
it appears on such registration books or at such address as the
Owner may have filed with the Paying Agent for that purpose, in
either case as at the applicable Record Date.
SFM051.2 5
SECTION 2.02. Form of Refunding Bonds. The Refunding
Bonds, the Paying Agent's certificate of authentication and
registration, and the form of assignment to appear thereon shall
be in substantially the forms, respectively, attached hereto as
Exhibit A, with necessary or appropriate variations, omissions
and insertions as permitted or required by this Paying Agent
Agreement (provided that if a portion of the text of any
Refunding Bond is printed on the reverse of the bond, the
'following legend shall be printed on the bond: "THE PROVISIONS OF
THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE) ."
SECTION 2.03. Execution and Authentication of
Refunding Bonds. The Refunding Bonds shall be signed by the
manual or facsimile signatures of the Chairman of the Board and
countersigned by the manual or facsimile signature of the Clerk
of the Board. The Refunding Bonds shall be authenticated by a
manual signature of a duly authorized officer of .the Paying
Agent.
Only such of the Refunding Bonds as shall bear thereon
a certificate of authentication and registration in the form
hereinafter recited, executed by the Paying Agent, shall be valid
or obligatory for any -purpose or entitled to the benefits of this
Paying Agent Agreement, and such certificate of the Paying Agent
shall be conclusive evidence that the Refunding Bonds so
authenticated have been duly authenticated and delivered
hereunder and are entitled to the benefits of this Paying Agent
Agreement.
SECTION 2.04. Transfer of Refunding Bonds; Book-Entry
ste (a) The Refunding Bonds shall be initially issued and
registered -as provided in Section 2.01 hereof. Registered
ownership of the Refunding Bonds, or any portion 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 to any
substitute depository designated pursuant to clause (ii) of
this section (a "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 services proposed to be
provided by it;
(ii) To any substitute depository not objected to by
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 to substitute another depository
for The Depository Trust Company (or its successor) because
The Depository Trust Company or its successor (or any
SM26551.2 6
substitute depository 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 substitute depository or its successor) from its
functions as depository, or (2) a determination by the
County to remove The Depository Trust Company or its
successor (or any substitute depository or its successor)
from its functions as depository.
(b) In the case of any transfer pursuant to clause
(i) or clause (ii) of subsection (a) hereof, upon receipt of the
outstanding Refunding Bonds by the Paying Agent, together with a
written Request of the County, a new Refunding Bond for each
maturity shall be executed and delivered in the aggregate
principal amount of the Refunding Bonds then outstanding,
registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as
specified in such written Request of the County. In the case of
any transfer pursuant to clause (iii) of subsection (a) hereof,
upon receipt of the outstanding Refunding Bonds by the Paying
Agent together with a written Request of the County, new
Refunding Bonds shall be executed and delivered in such
denominations numbered in the manner determined by the Paying
Agent and registered in the names of such persons as are
requested in such written Request of the County, subject to the
limitations of Section 2.01 and the receipt of such a written
Request of the County, and thereafter, the Refunding Bonds shall
be transferred pursuant to the provisions set forth in this
Paying Agent Agreement; provided, that the Paying Agent shall not
be required to deliver such new Refunding Bonds within a period
of less than sixty (60) days.
(c) The County and the Paying Agent shall be entitled
to treat the person in whose name any Bond is registered as the
Owner thereof, notwithstanding any notice to the contrary
received by the --Paying Agent or the County, and the County and
the Paying Agent shall have no responsibility for transmitting
payments to; communicating with, notifying, or otherwise dealing
with any beneficial owners of the Refunding Bonds. Neither the
County nor the Paying Agent shall have any responsibility or
obligation, legal or otherwise, to the beneficial owners or to
any other party including The Depository Trust Company or its
successor (or substitute depository or its successor) , except as
the holder of any Refunding Bonds.
(d) So long as the outstanding Refunding Bonds are
registered in the name of Cede & Co. or its registered assigns,
the County and the Paying Agent shall cooperate with Cede & Co. ,
sa2-26551.2 7
as sole holder, or its registered assigns in effecting payment of
the principal of and interest on the Refunding Bonds by arranging
for payment in such manner that funds for such payments are
properly identified and are made immediately available on the
date they are due.
(e) Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the
provisions of Section 2.06 hereof, by the person in whose name it
is registered, in person or by the duly authorized attorney of
such person, upon surrender of such Refunding Bond to the Paying
Agent for cancellation, accompanied by delivery of a duly
executed written instrument of transfer in a form approved by the
Paying Agent.
Whenever any Refunding Bond or Bonds shall be
surrendered for transfer, the designated County officials shall
execute (as provided in Section 2.03 hereof) and the Paying Agent
shall authenticate and deliver a new Refunding Bond or Bonds of
the same series and maturity, for a like aggregate principal
amount. The Paying Agent shall require the payment by the
Bondowner requesting any such transfer of any tax or other
governmental charge required to be paid with respect to such
transfer.
No transfer of Refunding Bonds shall be required to be
made by the Paying Agent during the period from the sixteenth day
of the month next preceding each interest Payment Date to and
including such Interest Payment Date.
SECTION 2.05. Exchange of Refunding Bonds. Refunding
Bonds may be exchanged at the office of the Paying Agent in San
Francisco, California, for a like aggregate principal amount of
Refunding Bonds- of other authorized denominations of the -same
maturity. The Paying Agent shall require the payment by the
Bondowner requesting such exchange of any tax or other
governmental charge required to be paid with respect to such
exchange. No exchange of Refunding Bonds shall be required to be
made by the Paying Agent during the period from the sixteenth day
of the month next preceding each Interest Payment Date to and
including such Interest Payment Date.
SECTION 2.06. Refunding Bond Register. (a) The
Paying Agent will keep or cause to be kept, at its principal
corporate trust office, sufficient books for the registration and
transfer of the Refunding Bonds, which shall at all times be open
to inspection by the County, and, 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 said books, Refunding Bonds as
hereinbefore provided.
SF2-26551.2 8
(b) The Paying Agent shall assign each Refunding Bond
authenticated and registered by it a distinctive letter, or
number, or letter and number.
ARTICLE III
ISSUANCE OF THE REFUNDING BONDS
SECTION 3.01. Delivery of Refunding Bonds. The Paying
Agent is hereby authorized to authenticate and deliver the
Refunding Bonds to or upon the written order of the County,
pursuant to the Purchase Contract.
SECTION 3.02. Application of Proceeds of Sale of
Refunding Bonds. (a) The County shall direct the Purchaser, in
accordance with the Purchase Agreement, to pay the sale price of
the Refunding Bonds by wire transfer, in exchange for receipt of
the Refunding Bonds, in the following manner:
(i) to the Prior Paying Agent, $ to be
applied to pay the redemption price of the Prior Bonds.
(ii) to the Treasurer of the County, the remainder of
said sale price of the Refunding Bonds, for payment of costs
of issuance with respect to the Refunding Bonds, including
reimbursement to the County of its costs associated with the
issuance of the Refunding Bonds.
(b) The County shall additionally direct the Treasurer
of the County to pay from the Bond and Tax Fund to the Prior
Paying Agent., cash in the amount of $ , which is the
amount of accrued interest on the Prior Bonds from December 15 to
April 6, 1994.
ARTICLE IV
REDEMPTION OF THE REFUNDING BONDS
SECTION 4.01. Refunding Bonds Not Subject to Optional
Redemption. The Refunding Bonds are not subject to redemption
prior to their respective stated maturity dates, [except as
provided in Section 4.02] .
[SECTION 4.02. Mandatory Redemption of Refunding
Bonds.
[Term Bond redemption provisions to be
inserted if a term bond is sold]
SECTION 4.03. Notice of Redemption. (a) Notice of
any redemption of Refunding Bonds shall be mailed, postage
sr2,26551.2 9
prepaid, not less than thirty (30) nor more than sixty (60) days
prior to the redemption date (i) by first class mail to the
respective registered Owners of the Refunding Bonds to be
redeemed, at the. addresses appearing on the bond registration
books; (ii) by registered mail to the Securities Depositories
specified in subsection (c) below; and (iii) by registered mail
to one or more of the Information Services specified in
subsection (c) below.
(b) Each notice of redemption shall state:
(i) the date of such notice;
(ii) the name of the Refunding Bonds;
(iii) the date of issue of the Refunding Bonds;
(iv) the date of redemption;
(v) the redemption price;
(vi) the interest rate or rates of the Refunding
Bonds to be redeemed;
(vii) the dates of maturity of the Refunding Bonds
to be redeemed;
(viii) if less than all of the Refunding Bonds of
any given maturity are to be redeemed, the
distinctive numbers of the Refunding Bonds of such
maturity to be redeemed;
(ix) in the case of Refunding Bonds redeemed in
part only, the respective portions of the
principal amount thereof to be redeemed;
(x) the CUSIP number, if any, of each maturity of
Refunding Bonds to be redeemed.
Each notice of redemption shall further require that
such Refunding Bonds be surrendered by the Owners at the
principal corporate trust office of the Paying Agent, or at any
other place or palaces designated by the Paying Agent, and shall
give notice that on the Redemption Date there shall become due
and payable upon each Refunding Bond to be redeemed the portion
of the principal amount of such Refunding Bond to be redeemed,
together with interest accrued to said Redemption Date, and
redemption premium, • if any, and that further interest on such
Refunding Bonds will not accrue after the designated Redemption
Date.
3M,26551.2 10
(c) For the purposes of this Section 4.03, Information
Services shall mean:
Financial Information, Inc. 's
"Daily Called Bond Service,"
30 Montgomery Street, 10th Floor
Jersey City, New Jersey 07302
Attention; Editor;
Kenny Information Services'
"Called Bond Service"
55 Broad Street, 28th Floor
New York, New York, 10004;
Moody's "Municipal and Government"
99 Church Street, 8th Floor
New York, New York 10007
Attention: Municipal News Reports; and
Standard and Poor's
"Called Bond Record"
25 Broadway, 3rd Floor
New York, New York 10004;
Securities Depositories shall mean:
The Depository Trust Company
Call Notification Department
7.11 Stewart Avenue
Garden City, New York 11530-4719
Fax: (516) 227-4039 or -4190;
Midwest Securities Trust Company
Capital Structures
Call Notification
440 South LaSalle Street
Chicago, Illinois 60605
Fax: (312) 663-2343;
Philadelphia Depository Trust Company
Reorganization Division
1900 Market Street
Philadelphia, Pennsylvania 19103
Attention: Bond Department
Dex: (215) 496-5058;
or, in accordance with then-current guidelines of the Securities
and Exchange Commission, such other addresses and/or such other
services providing information with respect to called bonds
and/or such other securities depositories, or no such services or
depositories, as the County may designate in a Certificate
delivered to the Paying Agent.
SF2-26551.2 i l
(d) The notice or notices required for redemption
shall be given by the Paying Agent, upon the written Request of
the County. A certificate of the Paying Agent or the County that
notice of call and redemption has been given to Bondowners and to
the appropriate Securities Depositories and Information Services
as herein provided shall be conclusive as against all parties.
The actual receipt by any Bondowner or of any Information Service
or Securities Depository of notice of redemption shall not be a
condition precedent to redemption, and failure to receive such
notice, or any defect in the notice mailed, shall not affect the
validity of the proceedings for the redemption of such Refunding
Bonds or the cessation of interest on the date fixed for
redemption pursuant to Section 4.06 hereof. No Bondowner whose
bond is called for redemption may object thereto or object to the
cessation of interest on the fixed redemption date by any claim
or showing that said Bondowner failed to actually receive such
notice of call and redemption.
SECTION 4.04. Redemption Fund. Prior to the time the
Board determines to call and redeem any of the Refunding Bonds
there shall be established in the treasury of the County a
Redemption Fund to be described or known as the "County of Contra
Costa, 1994 Park and Open Space Refunding Bonds Redemption Fund"
(the "Redemption: Fund") . Prior to or on the redemption date
there must be set aside in said Redemption Fund moneys available
for the purpose and sufficient to redeem, at the premiums payable
as -in this Paying Agent Agreement provided, the Refunding Bonds
designated in said notice of redemption. Said moneys must be set
aside in said fund solely for that purpose and shall be applied
on or after the redemption date to payment of principal and
premium, if any, for the Refunding Bonds to be redeemed upon
presentation and surrender of such Refunding Bonds, and shall be
used only for that purpose.
Any interest due on or prior to the redemption date
shall be paid from the Bond and Tax Fund provided for herein.
If, after all of the Refunding Bonds have been redeemed and
cancelled or paid and cancelled, there are moneys remaining in
the Redemption Fund, said moneys shall be transferred to the
general fund of the County; provided, however, that if said
moneys are part of the proceeds of refunding bonds, said moneys
shall be transferred to the fund created for the payment of
principal of and interest on such refunding bonds.
SECTION 4.05. Partial Redemption. Upon surrender of
any Refunding Bond redeemed in part only, the County shall
execute and the 'Paying Agent shall authenticate and deliver to
the Owner thereof a- new -Refunding Bond or Bonds of the same
interest rate and maturity and of authorized denominations equal
in aggregate principal amount to the unredeemed portion of the
Refunding Bond surrendered. Such partial redemption shall be
valid upon payment of the amount required to be paid to such
M-2051.2 12
Bondowner, and the County shall be released and discharged
thereupon from all liability to the extent of such payment.
SECTION 4.06. Effect of Redemption. When notice of
redemption has been given, substantially as provided for herein,
and when the amount necessary for the payment of principal and
premium, if any, for the Refunding Bonds to be redeemed is
deposited with the Treasurer of the County for the purpose in the
Redemption Fund, as provided for herein, the Refunding Bonds
designated for redemption shall become due and payable on the
Redemption Date designated in said notice of redemption, and upon
presentation and surrender of said Refunding Bonds at the place
specified in said notice, such Refunding Bonds shall be redeemed
and paid at the redemption price specified in such notice, out of
the Redemption Fund, and no interest will accrue on such
Refunding Bonds called for redemption after the Redemption Date
specified in such notice. All Refunding Bonds redeemed shall be
canceled upon surrender thereof and -be delivered to or upon the
order of the County, and shall not be reissued. All or any
portion of a Refunding Bond purchased by the County shall be
cancelled by the Paying Agent.
All money held by or on behalf of the County for the
redemption of Refunding Bonds shall be held in trust for the
account of the Owners of the Refunding Bonds to be so redeemed.
The Owners of said Refunding Bonds so called for redemption after
such redemption date shall look for the payment of such Refunding
Bonds and the premium thereon only to said Redemption Fund. ]
ARTICLE V
COVENANTS OF THE COUNTY
SECTION 5.01. Payment of Principal and Interest. The
County will pay the principal and the interest (and premium, if
any) to become due in respect of every Refunding Bond issued
hereunder at the times and places and in the manner provided
herein and in the Refunding Bonds. When and as paid in full, all
Refunding Bonds shall be cancelled by the Paying Agent, and
thereafter they shall be destroyed.
SECTION 5.02. Levy of Tax. The money for the
redemption of the Refunding Bonds and -payment of principal and
interest on the Refunding Bonds shall be raised by ad valorem
taxation without limitation as to rate or amount (except with
respect to certain personal property which is taxable at limited
rates) upon all taxable property in CSA R-8 and provision shall
be made for the levy and collection of such taxes in the manner
provided by law and for such redemption and payment out of the
Bond Fund of the County.
02-2M512 13
SECTION 5.03. Validity of Refunding Bonds. The
recital contained in the Refunding Bonds that the same are
regularly issued pursuant to the Law shall be conclusive evidence
of their validity and of compliance with the provisions of the
Law in their issuance.
SECTION 5.04. Further Assurances. The County will
promptly execute and deliver or cause to be executed and
delivered all such other and further instruments, documents or
assurances, and promptly do or cause to be done all such other
and further things, as may be necessary or reasonably required in
order to further and more fully vest in the Bondowners all
rights, interest, powers, benefits, privileges and advantages
conferred or intended to be conferred upon them by this Paying
Agent Agreement.
SECTION 5.05. Tax Covenants. (a) The County covenants
that it shall not take any action, or fail to take any action, if
such action or failure to take such action would adversely affect
the exclusion from gross income of the interest payable on the
Refunding Bonds under Section 103 of the Code. Without limiting
the generality of the foregoing, the County covenants that it
will comply with the requirements of the Tax Certificate, which
is incorporated herein as if fully set forth herein. This
covenant shall survive payment in full or defeasance of the
Refunding Bonds.
(b) Notwithstanding any provision of this
Section 5.05, if the County shall obtain an Opinion of Counsel
that any specified action required under this Section 5.05 is no
longer required or that some further or different action is
required to maintain the exclusion from federal income tax of
interest on the Refunding Bonds, the Treasurer of the County may
conclusively rely on such Opinion of Counsel in complying with
the requirements of this Section 5.05 and of the Tax Certificate,
and the covenants hereunder shall be deemed to be modified to
that extent.
SECTION 5.06. Insurance. In the event that a policy
of municipal bond insurance is purchased for the Refunding Bonds,
and to the extent that the Insurer who issues such insurance
policy makes payment of the principal or interest on any
Refunding Bonds, such Insurer shall become the Owner of such
Refunding Bonds with the right to payment of principal and
interest on the Refunding Bonds, and shall be fully subrogated to
all of the Bondholders' rights, including the Bondholders' rights
to payment thereof.
SM-26551.2 14
ARTICLE VI
THE PAYING AGENT
SECTION 6.01. Paying Agent; Acceptance; Removal;
Resignation. Bank of America National Trust and Savings
Association is hereby appointed Paying Agent, and hereby accepts
and agrees to perform the duties and obligations of the Paying
Agent, registrar and transfer agent specifically imposed upon it
by this Paying Agent Agreement, and no implied duties shall be
read into this Paying Agent Agreement against the Paying Agent.
The County may at any time remove the Paying Agent and
appoint a new Paying Agent (which may be the Treasurer/Tax-
Collector or other officer of the County) ; provided, that the
removal shall be effective until a new Paying Agent is appointed.
The Paying Agent may at any time resign by giving written notice
to the County of such resignation, whereupon the County shall
promptly appoint a successor Paying Agent by the resignation
date. Resignation of the Paying Agent will be effective forty-
five (45) days after notice of the resignation is given as stated
above or upon appointment of a successor Paying Agent, whichever
first occurs. After receiving a notice of resignation of a
Paying Agent, the County may appoint a temporary Paying Agent to
replace the resigning Paying Agent until the County appoints a
successor Paying Agent. Any such temporary Paying Agent so
appointed by the County shall immediately and without further act
be superseded by the successor Paying Agent so appointed.
The Paying Agent is hereby authorized to pay or redeem
the Refunding Bonds -when duly presented for payment at maturity,
or on redemption, and to cancel all Refunding Bonds upon payment
thereof. The Paying Agent shall keep accurate records of all
funds administered by it and of all Refunding Bonds paid and
discharged.
ARTICLE VII
DEFEASANCE OF REFUNDING BONDS
SECTION 7.01. Defeasance. (a) If at any time the
County shall pay or cause to be paid or there shall otherwise be
paid to the Bondowners of all outstanding Refunding Bonds all of
the principal, interest and premium, if any, represented thereby,
at the times and in the manner provided herein and in the
Refunding Bonds, then such Bondowners shall cease to be entitled
to the obligation of the County as provided in Section 5.02
hereof, and such obligation and all agreements and covenants of
the County to such Bondowners hereunder and under the Refunding
Bonds shall thereupon be satisfied and discharged and shall
terminate except only as provided in this Section 7.01; provided
SM26551.2 15
further, however, that the provisions of Section 7.02 hereof
shall apply in all events.
(b) Any outstanding Refunding Bonds shall be deemed to
have been paid within the meaning of and with the effect
expressed in this Section 7.01 if there shall be on deposit in
the Bond and Tax Fund or the Redemption Fund of the County moneys
or direct, noncallable obligations of the United States in an
amount sufficient (together with interest thereon) to pay the
principal, interest and premium, if any, represented by such
outstanding Refunding Bonds, payable on their respective
principal maturity dates or on any redemption date prior thereto.
The Bondowners of such Refunding Bonds shall be entitled to the
principal, interest and premium, if any, represented by such
Refunding Bonds, and the County shall remain liable for such
payments, but only out of such moneys on deposit in the Bond and
Tax Fund of the County or the Redemption Fund for such payment.
SECTION 7.02. Unclaimed Monies. Any money held in any
fund created pursuant to this Paying Agent Agreement, or by the
Paying Agent in trust, for the payment of the principal or
redemption premium of or interest on the Refunding Bonds and
remaining unclaimed for two years after the principal of all of
the Refunding Bonds has become due and payable (whether by
maturity or upon call for maturity) shall be returned to the
County for deposit in the County's general fund.
ARTICLE VII
MISCELLANEOUS
SECTION 8.01. Counterparts. This Paying Agent
Agreement may be signed in several counterparts, each of which
will constitute an original, but all of which shall constitute
one and the same instrument.
SMM6551.2 16
IN WITNESS WHEREOF, the parties hereto have caused this
Paying Agent Agreement to be duly executed by their officers duly
authorized as of the date first written above.
COUNTY OF CONTRA COSTA
[SEAL]
Attest: By
Clerk of the Board of Chairman of the
Supervisors -of the Board of- Supervisors of
County of Contra Costa the County of Contra Costa
[SEAL]
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, as Paying Agent
By
sr�zesst.z 17
EXHIBIT A
[FORM OF BOND]
Number Amount
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA COUNTY SERVICE AREA NO. R-8
1994 PARK AND OPEN SPACE REFUNDING BOND
Interest Rate Maturity Date Dated Date CUSIP NO.
$ December 15, April 6, 1994
Registered Owner: CEDE & CO.
Principal Sum: THOUSAND DOLLARS
The County of Contra Costa, State of California (the
"County") , - acknowledges itself indebted to and promises to pay to
the registered owner identified above, on the maturity date set
forth above, the principal sum specified above in lawful money of
the United States of America, and to pay interest thereon in like
lawful money from the interest payment date next preceding the date
of authentication of this bond (unless this bond is authenticated
as of the day during the period from the second day of the month of
any interest payment date to such interest payment date, inclusive,
in which event it shall bear interest from such interest payment
date, or unless this bond is authenticated on or before June 1,
1994, in which event it shall bear interest from the Dated date set
forth above) until payment of such principal sum, at the interest
rate per annum stated above, payable on June 15, 1994 and
semiannually thereafter on December 15 and June 15 in each year.
The principal hereof is payable to the registered owner hereof upon
the surrender hereof at the principal corporate trust office of
Bank of America National Trust and Savings Association (herein
called the "Paying Agent") , the paying agent, registrar and
transfer agent of the County with respect to the Refunding Bonds,
in San Francisco, California. The interest hereon is payable to
the person whose name appears on the bond registration books of the
sF2-2 51.2 A-1
Paying Agent as the registered owner hereof as of the close of
business on the first day of the month of interest payment date
(the "Record Date") , whether or not such day is a business day,
such interest to be paid by check or draft mailed to such
registered owner at the owner's address as it appears on such
registration books as of the applicable Record Date.
This bond is one of a duly authorized issue of bonds of
like tenor (except for such variations, if any, as may be required
to designate varying series, numbers, denominations, interest
rates, maturities [and redemption provisions]) , amounting in the
aggregate to $4,600,000 designated as "County of Contra Costa
County Service Area No. R-8 1994 Park and Open Space Refunding
Bonds" (the "Refunding Bonds") , issued for the purpose of refunding
and redeeming the County's, County Service Area No. R-8 1974 Park
and Open Space Bonds, in the original principal amount of
$6,750,000, (the "Prior Bonds") , of which Prior Bonds $4,245,000
are currently outstanding. The Refunding Bonds were authorized by
a resolution approved by the Board of Supervisors of the County
(the "Board") on March 1, 1994 (the "Resolution") . The Refunding
Bonds are issued and sold by the County pursuant to and in
conformity with the provisions of the Constitution and laws of
California, and of the Resolution.
The Refunding Bonds are issuable as fully registered
bonds without coupons in the denomination of $5,000 or any integral
multiple thereof, provided - that no Refunding Bond shall have
principal maturing on more than one principal maturity date.
Subject to the limitations and conditions and upon payment of the
charges, if any, as provided in the Paying Agent Agreement,
Refunding Bonds may be exchanged for a like aggregate principal
amount of Refunding Bonds of the same series and maturity of other
authorized denominations.
This bond is transferable by the registered owner hereof,
in person or by attorney duly authorized in writing, at said office
of the Paying Agent, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Paying
Agent Agreement, and upon surrender and cancellation of this bond.
Upon such transfer, a new Refunding Bond or Bonds of authorized
denomination or denominations for the same series and same
aggregate principal amount will be issued to the transferee in
exchange herefor.
The County and the Paying Agent may treat the registered
owner hereof as the absolute owner hereof for all purposes, and the
County and the Paying Agent shall not be affected by any notice to
the contrary.
Refunding Bonds are not subject to optional redemption
prior to their respective stated maturity dates. [Refunding Bonds
maturing on or after December 15, 20_, are subject to mandatory
redemption in part, by lot prior to their respective stated
sF2,265512 A-2
maturity dates, ,from mandatory sinking account payments on each
December 15 commencing December 15, 20_, at a redemption price of
100$ of the principal amount thereof redeemed, plus accrued
interest to the redemption date.
Notice of redemption shall be given by mail not less than
thirty (30) nor more than sixty (60) days prior to the redemption
date to the registered owner hereof, but neither failure to receive
such notice or any defect in the notice mailed shall affect the
sufficiency of the proceedings for redemption.
If this bond is called for redemption and payment is duly
provided therefor, interest shall cease to accrue hereon from and
after the date fixed for redemption. ]
The Board hereby certifies and declares that the total
amount of indebtedness of the County, including the amount of this
bond, is within the limit provided by law, that all acts,
conditions and things required by law to be done or performed
precedent to and in the issuance of this bond have been done and
performed in strict conformity with the laws authorizing the
issuance of this bond, that this bond is in the form prescribed by
order of the Board duly made and entered on its minutes and shall
represent an obligation solely of the County payable out of the
County Service Area No. R-8 Bond and Tax Fund, and the money for
the redemption of this bond, and the payment of principal and
interest thereon, shall be raised by taxation upon the taxable
property of County of Contra Costa County Service Area No. R-8.
This bond shall not be entitled to any benefit under the
Paying Agent Agreement, or become valid or obligatory for any
purpose, until the certificate of authentication and registration
hereon endorsed shall have been signed by the Paying Agent.
IN WITNESS WHEREOF the Board of Supervisors of the County
of Contra Costa has caused this bond to be signed by its Chairman,
and to be countersigned by the Clerk of said Board.
[SEAL] By
Chairman of the
Board of Supervisors of
the County of Contra Costa
Countersigned:
Clerk of the Board of Supervisors
of the County of Contra Costa
SM2051.2 A-3
PAYING AGENT'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON REFUNDING BONDS
This is one of the Refunding Bonds described in the
within-mentioned Paying Agent Agreement and authenticated and
registered on April 6, 1994.
Bank of America National Trust and
Savings Association, San Francisco,
California, a6 Paying Agent
By
Authorized Officer
M-2051.2 A-4
ASSIGNMENT
For value received the undersigned do(es) hereby sell,
assign and transfer unto the within-mentioned
registered bond and hereby irrevocably constitutes) and appoint(s)
attorney, to transfer the same on the books of
the Paying Agent w th full power of substitution in the premises.
Dated:
Signature Guarantee:
NOTE: The signature(s) on this Assignment
must correspond with the name(s) as
written on the face of the within
registered bond in every particular,
without alteration or enlargement or
any change whatsoever.
SF2-2051.2 A-5
COUNTY OF CONTRA COSTA
COUNTY SERVICE AREA NO. R-8
1994 PARK AND OPEN SPACE REFUNDING BONDS
BOND PURCHASE AGREEMENT
March _, 1994
County of Contra Costa
on behalf of
County Service Area No. R-8
Martinez, California
Ladies and Gentlemen:
Sutro & Co. , Inc. (the "Underwriter") hereby offers to
enter into this Bond Purchase Agreement (the "Purchase
Agreement") with the County of Contra Costa, acting on behalf of
County Service Area No. R-8 (the "Issuer") for the purchase by
the Underwriter of the County of Contra Costa County Service Area
No. R-8 1994 Park and Open Space Refunding Bonds specified below
(the "Refunding Bonds") . This offer is made subject to
acceptance thereof by the Issuer prior to 5:00 P.M. , California
time, on the date hereof, and upon such acceptance, as evidenced
by the execution hereof by the authorized officers of the Issuer
in the space provided below, this Purchase Agreement shall be in
full force and effect in accordance with its terms and shall be
binding -upon the Issuer and the Underwriter.
1. Purchase and Sale of Bonds. Upon the terms and
conditions and upon the basis of the representations herein set
forth, the Underwriter agrees to purchase from the Issuer, and
the Issuer agrees to sell to the Underwriter, all (but not less
than all) of the Refunding Bonds in the aggregate principal
amount of $ at the aggregate purchase price of
$ (representing the par amount of the Bonds less an
underwriting discount of $ , less an original issue
discount of $ ) . The Refunding Bonds will be issued
pursuant to, and secured as provided in, Resolution No.
of the Issuer adopted on , 1994 (the
"Resolution") , and a Paying Agent Agreement, dated as of March 1,
1994 .(the "Paying Agent Agreement") by and between the County and
Bank of America 'National Trust and Savings Association, as fiscal
agent (the "Paying Agent") .
A portion of the proceeds of the Refunding Bonds will
be used to refund the Issuer's County Service Area No. R-8 1974
Park and Open Space Bonds (the "Prior Bonds") currently
outstanding in the aggregate principal amount of $
SF2-26709.1
The Refunding Bonds shall mature and shall be subject to
redemption on the dates and in the amounts and shall bear or
accrue interest at the rates as set forth in the Paying Agent
Agreement and the Official Statement (as hereinafter defined) and
in Exhibit A attached hereto. The Underwriter agrees to make a
bona fide public offering of the Refunding Bonds at the initial
offering prices set forth in the Official Statement; however, the
Underwriter reserves the right to make concessions to dealers and
to change such initial offering prices as the Underwriter shall
deem necessary in connection with the marketing of the Refunding
Bonds. Terms defined in the Official Statement are -used herein
as so defined.
2. Official Statement. The Issuer hereby ratifies,
approves and confirms the distribution of the Preliminary
Official Statement of the Issuer with respect to the Refunding
Bonds, dated , 1994 (together with the Appendices
thereto, any documents incorporated therein by reference,- and any
supplements or amendments thereto, the "Preliminary Official
Statement") , in connection with the public offering and sale of
the Refunding Bonds by the Underwriter. The Issuer shall
deliver, or cause to be delivered, to the Underwriter within
seven business days from the date hereof, five executed copies of
the final Official Statement prepared in connection with the
Refunding Bonds •(together with the Appendices thereto, any
documents incorporated therein by reference, and any supplements
or amendments thereto on or prior to the Closing, the "Official
Statement") to be dated as of the date hereof and to be in such
form as shall be approved by the Issuer and the Underwriter and
such additional conformed copies thereof as the Underwriter may
reasonably request in sufficient quantities to comply with
applicable Municipal Securities Rulemaking Board rules, with Rule
15c2-12, adopted by .the Securities Exchange Commission on June
28, 1989 (the "Rule") and to meet potential customers" requests
for copies of the Official Statement: By acceptance of this
Purchase Agreement, the Issuer hereby authorizes the use of
copies of the Official Statement in connection with the public
offering and sale of the Refunding Bonds.
3. Delivery of Refunding Bonds.
At 9:00 a.m. , California time, on April _, 1994, or at
such earlier or 'later time or date, as shall be agreed upon by
the Issuer and the Underwriter (such time and date herein
referred to as the "Closing Date") , the Paying Agent shall
authenticate and deliver to the Depository Trust Company ("DTC") ,
in New York, New York, on behalf of the Issuer, the Refunding
Bonds in the form of a single fully registered Bond for each
maturity of the -Refunding Bonds, registered in the name of Cede &
Co. , as nominee for DTC, and to the Underwriter at the offices of
Orrick, Herrington & Sutcliffe ("Bond Counsel") in San Francisco,
California, or at such other location as the Underwriter and the
County shall agree, the other documents herein mentioned; and the
SMM709.1 2
Underwriter shall accept such delivery and pay the purchase price
of the Refunding Bonds as set forth in Section 1 hereof by same
day funds (such delivery and payment being herein referred to as
the "Closing") . The Refunding Bonds shall be made available to
the Underwriter and/or DTC not later than the second Business Day
(as defined in the Paying Agent Agreement) before the Closing
Date for purposes of inspection and packaging.
4. Representations of the Issuer. The Issuer
represents that:
(a) The Issuer is a political subdivision of the
State of California -(the "State") , duly organized and existing,
and authorized to transact business and exercise powers under and
pursuant to the provisions of the laws and Constitution of the
State and has, and at the date of the Closing will have, full
legal right, power and authority (A) to carry out its obligations
under the Resolution, the Paying Agent Agreement and this.
Purchase Agreement, (B) to adopt the Resolution and to execute
and delivery the Paying Agent Agreement, (C) to issue, sell and
deliver the Refunding Bonds to the Underwriter as provided
herein, and (D) to carry out and to consummate the transactions
contemplated by the Resolution, the Paying Agent Agreement, this
Purchase Agreement, and the Official Statement;
(b) The Preliminary Official Statement, as of its
date, was correct in all material respects and did not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading (except
that no representation is made hereby with respect to the
information in the Preliminary Official Statement under the
headings "THE BOOK ENTRY SYSTEM" or "[DESCRIPTION OF BOND
GUARANTY]") ;
(c) The Official Statement, as of its date, is
correct in all material respects and does not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements contained therein, in the light of the circumstances
under which they were made, not misleading (except that no
representation is made hereby with respect to the information in
the Preliminary Official Statement under the headings "THE BOOK
ENTRY SYSTEM" or "[DESCRIPTION OF BOND GUARANTY]") ;
(d) The Issuer covenants with the Underwriter
that during the -Underwriting Period (as defined in the Rule) , if
an event occurs, of which the Issuer has knowledge, which might
or would cause the information contained in the Official
Statement, as then supplemented or amended, to contain an untrue
statement of a material fact or to omit to state a material fact
required to be stated therein or necessary to make the statements
SMW7o9.1 3
therein, in the light of the circumstances under which they were
made, not misleading, the Issuer shall notify the Underwriter,
and if, in the opinion of the Underwriter, such event requires
the preparation and publication of a supplement or amendment to
the Official Statement, the Issuer shall cooperate with the
Underwriter in the preparation of an amendment or supplement to
the Official Statement in a form and in a manner approved by the
Underwriter and the Issuer, and all printing expenses thereby
incurred shall be paid for by the Issuer.
(e) If the information contained in the Official
Statement is amended or supplemented pursuant to the immediately
preceding subparagraph, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or
amended pursuant to such subparagraph) at all times subsequent
thereto up to and including the end of the Underwriting Period,
the portions of the Official Statement so supplemented or amended
will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(f) The Issuer has complied, and will at the
Closing be in compliance, in all respects, with all applicable
laws of the State of California;
(g) By official action of the Issuer prior to or
concurrently with the acceptance hereof, the Issuer has duly
authorized and approved the Preliminary Official Statement and
the Official Statement, and has duly authorized and approved the
execution and delivery of., and the performance by the Issuer of
the obligations on its part contained, the Refunding Bonds, the
Escrow Agreement- and this Purchase Agreement;
(h) The adoption of the Resolution and the
execution and delivery of the Refunding Bonds, the Paying Agent
Agreement, and this Purchase Agreement, and compliance with the
provisions of each thereof, will not conflict with or constitute
a breach of or default under any law, administrative regulation,
judgment, decree:, loan agreement, note, resolution, agreement or
other instrument to which the Issuer is a party or is otherwise
subject; and, except as described in the Official Statement, the
Issuer has not entered into any contract or arrangement of any
kind which might give rise to any lien or encumbrance on the tax
revenues pledged pursuant to, or subject to the lien of, the
Resolution;
(i) All approvals, consents and orders of any
governmental authority, board, agency or commission having
jurisdiction which would constitute a condition precedent to
adoption of the Resolution, execution and delivery by the Issuer
of the Paying Agent Agreement and this Purchase Agreement and the
issuance, sale and delivery of the Refunding Bonds have been
3[ W709.1 4
obtained or will be obtained prior to the Closing (provided the
Issuer shall not be responsible for state blue sky filings) ;
(j) The Refunding Bonds when issued,
authenticated and delivered in accordance with the Resolution and
the Paying Agent Agreement will be validly issued, and will be
valid and binding obligations of the Issuer;
(k) The terms and provisions of the Resolution
comply in all respects with the requirements of law, the
Resolution has been duly and validly adopted, the Paying Agent
Agreement has been duly authorized, executed and delivered and
the Resolution and the Paying Agent Agreement are valid, legal
and binding upon the Issuer enforceable in accordance with their
terms subject to bankruptcy, moratorium or insolvency or other
laws affecting creditorsf rights generally and general rules of
equity (regardless of whether such enforceability is considered
in a proceeding at law or in equity) ;
(1) Except as disclosed in the Official
Statement, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
public board or body, pending or, to the knowledge of the Issuer,
threatened against the Issuer, affecting the existence of the
Issuer or the titles of its members or officers, or seeking to
enjoin the sale, issuance or delivery of the Refunding Bonds or
the tax revenues pledged or to be pledged to pay the principal
of, redemption premium, if any, and interest on the Refunding
Bonds, or the pledge thereof, or in any way contesting or
affecting the validity or enforceability of the Refunding Bonds,
the Resolution, the Paying Agent Agreement or this Purchase
Agreement or contesting in any way the completeness or accuracy
of the Preliminary Official Statement or the Official Statement
or contesting the power or authority of the Issuer to issue the
Refunding Bonds, to adopt the Resolution or to execute and
deliver the Paying Agent Agreement or this Purchase Agreement,
nor is there any basis therefor, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity
or enforceability of the Bonds, the Resolution, the Paying Agent
Agreement or this Purchase Agreement;
(m) Any certificate signed by an authorized
officer of the Issuer and delivered to the Underwriter shall be
deemed a representation and warranty of the Issuer to the
Underwriter as to the statements made therein;
(n) Each of the Refunding Bonds shall be secured
in the manner and to the extent set forth in the Resolution and
the Paying Agent Agreement; and
(o) The Issuer has not been notified of any
listing or proposed listing by the Internal Revenue Service to
sF2-2VO9.1 5
the effect that the Issuer is an issuer whose arbitrage
certificates may not be relied upon.
5. Representations of the Underwriter. The
Underwriter represents thats:
(a) The Underwriter has full right, power, and
authority to enter into this Purchase Agreement.
(b) The Underwriter will make an initial bona fide
public offering of the Refunding Bonds at a price or prices (or
yield or yields) not in excess of the public offering price or
prices (or yield or yields) set forth in the Official Statement,
and may subsequently, with the approval of the Issuer, change
such offering price or prices (or yield or yields) . The
Underwriter may offer and sell the Refunding Bonds to certain
dealers (including dealers depositing Bonds into investment
trusts) at a price or prices lower (or yield or yields higher)
than'the public offering price or prices (or yield or yields) set
forth in the Official Statement.
(c) The Underwriter has disclosed to the Issuer all
material facts related to its purchase of the Refunding Bonds,
including, without limitation, any fractionalization of the
Refunding Bonds or other primary market transactions with respect
to the Refunding' Bonds.
(d) The Underwriter shall not sell or cause to be sold
any fractional interest in the Refunding Bonds without the prior
written approval of the Issuer.
6. Rule 15c2-12 Covenant. The Issuer covenants to
comply, and to cooperate with the Underwriter as may be
reasonably required by the Underwriter in order for the
Underwriter to comply, with the applicable provisions of the
Rule.
7. Conditions to Obligations of Underwriter. The
Underwriter has entered into this Purchase Agreement in reliance
upon the representations, warranties and agreements of the Issuer
contained herein and upon the accuracy of the statements to be
contained in the documents, opinions, and instruments to be
delivered at the Closing. Accordingly, the Underwriter's
obligations under this Purchase Agreement to purchase, accept
delivery of, and pay for the Refunding Bonds on the Closing Date
is subject to the performance by the Issuer of its obligations
hereunder at or prior to the Closing. The parties hereto
expressly understand that the obligations to purchase the
Refunding Bonds are and shall be subject to the following further
conditions:
(a) At the time of the Closing, (i) the
representations and warranties of the Issuer contained herein
W2-2M.1 6
shall be true, complete and correct in all material respects;
(ii) each of the documents and certificates required to be
delivered at Closing shall have been duly executed, acknowledged
and delivered by the appropriate parties thereto, shall be in
full force and effect and shall not have been amended, modified
or supplemented, except as therein permitted 'or as may have been
agreed to in writing by the Underwriter; and (iii) the Resolution
shall be in full force and effect and shall not have been
amended, modified or supplemented, except as may have been agreed
to in writing by the Underwriter;
(b.) The Underwriter shall have the right to
cancel its obligation to purchase the Refunding Bonds if between
the date hereof and the Closing, (i) legislation shall have been
enacted (or resolution passed) by or introduced or pending
legislation amended in the Congress of the United States or the
State of California (the "State") or shall have been reported out
of committee or -be pending in committee, or a decision shall have
been rendered by a court of the United States or the State or the
Tax Court of the United States, or a ruling shall have been made
or a resolution shall have been proposed or made or any other
release or announcement shall have been made by the Treasury
Department of the United States or the Internal Revenue Service,
or other federal or State authority, with respect to federal or
State taxation upon interest on obligations of the general
character of the Refunding Bonds or with respect to the security
pledged to pay debt service on the Refunding Bonds, that, in the
Underwriter's reasonable judgment, materially adversely affects
the market for the Refunding Bonds, or the market price generally
of obligations of the general character of the Refunding Bonds or.
(ii) there shall exist any event that, in the Underwriter's
reasonable judgment, either (A) makes untrue or -incorrect in any
material respect any statement or information in the Official
Statement or (B) is not reflected in the Official Statement but
should be reflected therein in order to make the statements and
information therein not misleading in any material respect, or
(iii) there shall have occurred any outbreak or escalation of
hostilities or -other local, national or international calamity or
crisis, or a default with respect to the debt obligations of, or
the institution .of proceedings under the federal bankruptcy laws
by or against, any state of the United States or agency thereof,
or any city in the United States having a population of over one
million, the effect of which on the financial markets of the
United States will be such as in the Underwriter's reasonable
judgment, makes -it impracticable for the Underwriter to market
the Refunding Bonds or enforce contracts for the sale of the
Refunding Bonds, or (iv) there shall be in force a general
suspension of trading on the New York Stock Exchange, or minimum
or maximum prices for trading shall have been fixed and be in
force, or maximum ranges for prices for securities shall have
been required and be in force on the New York Stock Exchange,
whether by virtue of determination by that Exchange or by order
of the Securities and Exchange Commission of the United States or
WM-W709.1 7
any other governmental authority having jurisdiction that, in the
Underwriter's reasonable judgment, makes it impracticable for the
Underwriter to market the Refunding Bonds or enforce contracts
for the sale of the Refunding Bonds, or (v) a general banking
moratorium shall have been declared by federal, New York or State
authorities having jurisdiction and be in force that, in the
Underwriter's reasonable judgment, makes it impracticable for the
Underwriter to market the Refunding Bonds or enforce contracts
for the sale of the Refunding Bonds, or (vi) legislation shall be
enacted or be proposed or actively considered for enactment, or a
decision by a court of the United States shall be rendered, or a
ruling, regulation, proposed regulation or statement by or on
behalf- vf the Securities and -Exchange Commission of the United
States or other governmental agency having jurisdiction -of the
subject matter shall be made, to the effect that the Refunding
Bonds, any obligations of the general character of the Refunding
Bonds or the Resolution are not exempt from the registration,
qualification or other requirements of the Securities Act.-of
1933, as amended and as then in effect, or of the Trust Indenture
Act of 1939, as amended and as then in effect, or otherwise .are
or would be in violation of any provision of the federal
securities laws, or (vii) the New York Stock Exchange or other
national securities exchange, or any governmental authority,
shall impose any material restrictions not now in force with
respect to the Refunding Bonds or obligations of the general
character of the Refunding Bonds or securities generally, or
materially increase any such restrictions now in force, including
those relating to the extension, of credit by, or the -charge to
the net capital requirements of, underwriters; or (viii) there
shall have been any materially adverse change in the affairs of
the 'Issuer which in the Underwriter's reasonable judgment
materially adversely affects the market for the Refunding Bonds.;
and
(c) At or prior to the Closing the Underwriter
shall receive the following:
(1) The unqualified approving opinion of Bond
Counsel with respect to the Refunding Bonds, addressed to the
Issuer, dated the date of the Closing, in substantially the form
attached to the Official Statement as an Appendix;
(2) A supplemental opinion of Bond Counsel
with respect to .the Refunding Bonds, addressed to the
Underwriter, dated the date of Closing, in substantially the form
attached heretoas Exhibit B;
. (3) The opinion of County Counsel, addressed
to the Underwriter and the Issuer, dated the date of Closing, in
substantially the form attached hereto as Exhibit C;
(4) A certificate dated the date of the
Closing, signed by the Chief Administrative Officer of the Issuer
SM26709.1 8
to the effect that: (i) the representations, warranties and
covenants of the Issuer contained herein are true and correct in
all material respects on and as of the date of Closing with the
same effect as if made on the date of Closing; (ii) the Issuer
has complied with all the agreements and satisfied all of the
conditions on its part to be performed or satisfied at or prior
to Closing; (iii) to the best of the knowledge, no event
affecting the Issuer has occurred since the date of the Official
Statement which either makes untrue or incorrect in any material
respect as of the Closing Date any statement of information
contained in the: Official Statement or is not reflected in the
Official Statement but should be reflected therein in order to
make the statements and information therein not misleading in any
material respect; and (iv) the Resolution is in full force and
effect and has not been amended in any respect, except as
approved in writing by the Underwriter; and the Paying Agent
Agreement and this Purchase Agreement have been duly authorized
executed and delivered by the Issuer and are in full force and
effect;
(5) A certificate of the Paying Agent dated
the date of the Closing, to the effect that: (i) the Paying
Agent is a national banking association organized and existing
under and by virtue of the laws of the United States of America,
having full power and being qualified and duly authorized to
perform the duties and obligation of the Paying Agent under and
pursuant to the Paying Agent Agreement; (ii) the Paying Agent has
agreed to perform the duties and obligations of the Paying Agent
as set forth in the Paying Agent Agreement; (iii) compliance with
the provisions on the Paying Agent's part contained in the Paying
Agent Agreement will not conflict with or constitute a breach of
or default under any judgment., decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which
the Paying Agent is a party or is otherwise subject, or, to the
best knowledge of the Paying Agent, any material law or
administrative regulation to which the Paying Agent is subject,
as a result of which the Paying Agent's ability to perform its
obligations under the Paying Agent Agreement would be impaired,
and (iv) the Paying Agent has not been served in any action,
suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, governmental agency, public board or
body, pending nor, to the best of the knowledge of the Paying
Agent, is any such action, suit, proceeding, inquiry or
investigation threatened against the Paying Agent, affecting the
existence of the- Paying Agent, or the titles of its officers to
their respective offices or seeking to prohibit, restrain or
enjoin the issuance, sale and delivery of the Refunding Bonds or
the collection of tax revenues pledged or to be pledged to pay
the principal of, premium, if any, and interest on the Refunding
Bonds, or the pledge thereof, or in any way contesting the powers
of the Paying Agent or its authority to perform its obligations
under the Paying. Agent Agreement, wherein an unfavorable
.decision, ruling or finding would materially adversely affect the
sFz-2s�o9.i 9
validity or enforceability of the Refunding Bonds or the Paying
Agent Agreement;
(6) Two copies of this Purchase Agreement
duly executed and delivered by the parties hereto;
(7) Two copies of the Official Statement,
executed on behalf of the Issuer by the Chairman of the Board of
Supervisors of the Issuer;
(8) Two copies of the Paying Agent
Agreement, duly executed and delivered by the parties thereto;
[ (9) An original executed policy of Financial
Guaranty Bond issued by [Insurer] (the "Insurer") insuring the
payment of principal of and interest on the Refunding Bonds,
together with an appropriate opinion of counsel to the Insurer as
to the validity and enforceability of such policy in form.-and
substance satisfactory to the Underwriter;]
(10) Evidence that the Refunding Bonds have
been rated "[AAA]" and "[Aaa]" by Standard & Poors Corporation
and Moody's Investors Service, respectively;
(11) Two certified copies of the Resolution;
(12) A Tax Certificate of the Issuer,
together -with a Certificate of the Underwriter, in form and
substance satisfactory to Bond Counsel.
(13) Such additional legal opinions,
certificates, proceedings, instruments and other documents as the
Underwriter or Bond Counsel may reasonably request to evidence
compliance by the Issuer and the Underwriter with this Purchase
Agreement, legal- requirements (including tax exemption) , and the
performance or satisfaction by the Issuer at or prior to such
time of all agreements then to be performed and all conditions
then to be satisfied by the Issuer.
The Issuer will furnish the Underwriter with such
conformed copies of such opinions, certificates, letters and
documents as the Underwriter may reasonably request. If the
Issuer shall be unable to satisfy the conditions to the
obligations of the Underwriter contained in this Purchase
Agreement, or if the obligations- of the Underwriter shall be
terminated for any reason permitted by this Purchase Agreement,
this Purchase Agreement shall terminate and neither the
Underwriter nor the. Issuer shall have any further obligations
hereunder, except as provided in Section 9 hereof. However, the
Underwriter or the Issuer, as applicable may in its discretion
waive one or more of the conditions imposed by this Purchase
Agreement for the protection of the Underwriter or the Issuer, as
applicable and proceed with the Closing.
s2sros.t 10
8. Expenses.
The Underwriter shall be under no obligation to pay,
and the Issuer shall pay from its available funds or from the
proceeds of the Refunding Bonds, certain expenses set forth in
this Section, including but not limited to: (i) all expenses in
connection with the preparation, distribution and delivery of the
Preliminary Official Statement, the Official Statement, and any
amendment or supplement thereto during the Underwriter Period (as
defined in the Rule) , and this Purchase Agreement, including the
out-of-pocket costs in connection with the production and
printing of the Preliminary Official Statement and the Official
Statement; (ii) all expenses in connection with the printing,
issuance and delivery of the Refunding Bonds; (iii) the fees and
disbursements of Bond Counsel; (iv) the disbursements of the
Issuer in connection with the Refunding Bonds; (v) the fees and
disbursements of the Paying Agent pursuant to a separate written
agreement between the Issuer and the Paying Agent.
The Underwriter shall pay all advertising expenses in
connection with the public offering of the Bonds and all other
expenses (including fees and expenses of any counsel to the
underwriter, fees and expenses associated with the qualification
of the Refunding Bonds under securities or "blue sky" laws, and
California Debt Advisory Commission fees) incurred by the
Underwriter -in connection with its public offering and
distribution of the Refunding Bonds.
9. Oualification under Securities Laws. The Issuer
agrees to cooperate with the Underwriter in any endeavor to
qualify the Refunding Bonds for offering and sale under the
securities or "blue sky" laws of such jurisdictions of the United
States as the Underwriter may request; provided that neither the
Issuer shall not be required to qualify in, or submit to the
general jurisdiction of, any state in which it is not now so
qualified or of which it has not submitted to the general
jurisdiction. The Issuer consents to the use of the Preliminary
Official Statement and Official Statement by the Underwriter in
obtaining such qualifications.
10. Notice. Any notice or other communication to be
given to the Issuer under this Purchase Agreement may be given by
delivering the same in writing as the set forth above. Any such
notice or communication to be given to the Underwriter may be
given by delivering the same in writing to:
Sutro :& Co. , Inc.
201 California Street, 2d Floor
San Francisco, California 94111
Attention: Robert L. Williams, Jr.
il. Governing Law; Counterparts. This Purchase
Agreement shall be governed by the laws of the State of
sr2-26M.1 11
California. This Purchase Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.
12. Parties in Interest. This Purchase Agreement is
made solely for the benefit of the signatories hereto and no
other person shall acquire or have any right hereunder or by
virtue hereof. All representations, warranties and agreements in
this Purchase Agreement shall remain operative and in full force
and effect, regardless of (a) delivery of and payment for any of
the Refunding Bonds and (b) any termination of this Purchase
Agreement.
Very truly yours,
Sutro & Co. , Inc.
By:
Authorized Representative
ACCEPTED: , 1994
COUNTY OF CONTRA COSTA
on behalf of
COUNTY SERVICE AREA NO. R-8
By.
Chairman of the Board of
Supervisors of the County
of Contra Costa
SMU709.1 12
EXHIBIT A
AMOUNTS, MATURITIES AND INTEREST RATES
OF REFUNDING BONDS
Maturity Interest Price or
(September 1) Amount Rate Yield
sx-2709.1 A-1
EXHIBIT B
Form of SuPRlemental Opinion of Bond Counsel
County of Contra Costa
County Service Area No. R-8
1994 Park and Open Space Refunding Bonds
Sutro & Co.
San Francisco, California
Re: COUNTY OF CONTRA COSTA, COUNTY SERVICES AREA NO.
R-8 1994 PARK AND OPEN SPACE REFUNDING BONDS
(SuRRlemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as the Underwriter,
pursuant to Section 7(c) (2) of the Bond Purchase Agreement, dated
, 1994 (the "Purchase Agreement") , between you and the
County of Contra Costa, on behalf of County Service Area No. R-8
(the "Issuer") , providing for the purchase of $
principal amount. of County of Contra Costa County Service Area
No. R-8 1994 Park and Open Space Refunding Bonds (the "Bonds") .
The Bonds are being issued pursuant to and by authority of a
resolution of the Board of Supervisors of the Issuer- (the
"Board") duly passed and adopted on , 1994 (the
"Resolution") under and by authority of Articles 9 and 11 of
Chapter 3 of Part 1 of Division 2 of Title' 5 of the California
Government Code,. and pursuant to a Paying Agent Agreement, dated
as of March 1, 1994 (the "Paying Agent Agreement") by and between
the Issuer and Bank of America National Trust and Savings
Association, as paying agent (the "Paying Agent") . Capitalized
terms not otherwise defined herein shall have the meanings
ascribed thereto in the Paying Agent Agreement or, if not defined
in the Paying Agent Agreement, in the Purchase Agreement.
In addition to the opinions set forth in our final
legal opinion concerning the validity of the Bonds and certain
other matters, dated the date hereof and addressed to the Issuer
(but which may be relied upon by you to the same extent as if
such opinion were addressed to you) , and based on and subject to
the matters referred to in the second through fourth paragraphs
of said final legal opinion (which are hereby incorporated herein
by reference) , and in reliance thereon, as of the date hereof, we
are of the following opinions or conclusions:
1. The Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended. [No
opinion is expressed with respect to the Insurance Policy. ]
SM26709.1 B-1
2. The Purchase Agreement has been duly authorized,
executed and delivered by the Issuer and (assuming due
authorization, execution and delivery by, and validity against
the Underwriters) is a valid and binding agreement of the Issuer.
We call attention to the fact that the rights and obligations
under the Purchase Agreement may be subject to bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium and other laws relating to or affecting creditors'
rights, to the application of equitable principles, and to the
exercise of judicial discretion in appropriate cases and to the
limitations on legal remedies against school districts in the
State of California. We express no opinion with respect to any
indemnification, contribution, choice of law, choice of fcram or
waiver provisions contained in the Purchase Agreement.
3. The statements contained in the Official Statement,
dated , 1994, with respect to the Bonds (the "Official
Statement") , under the captions ["The Bonds", "Security for the
Bonds", "Summary of Certain Provisions of the Paying Agent
Agreement," and "Tax Exemption"] , insofar as such statements
expressly summarize certain provisions of the Bonds and the
Paying Agreement and our opinion concerning certain federal tax
matters relating to the Bonds, are accurate in all material
respects.
4. We are not passing upon and do not assume any
responsibility for the accuracy (except as explicitly stated in
paragraph 3 above) , completeness or fairness of any of- the
statements contained in the Official Statement and make no
representation that we have independently verified the accuracy,
completeness or fairness of any such statements. During the
course of serving as special counsel in connection with issuance
of the Bonds, no information came to the attention of the
attorneys in our firm rendering legal services in connection with
such issuance which caused us to believe that the Official
Statement as of .its date (except for any financial or statistical
data or forecasts, numbers, charts, estimates, projections,
assumptions or expressions of opinion, or any information about
DTC, the Bank, the Insurer, and the information contained in
Appendices ] included therein, as to which we express
no opinion or view) contained any untrue statement of a material
fact or omitted 'to state any material fact required to be stated
therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
This letter is furnished by us as bond counsel. No
attorney-client relationship has existed or exists between our
firm and yourselves in connection with the Bonds or by virtue of
this letter. Our engagement with respect to the Bonds has
terminated as of the date hereof, and we disclaim any obligation
to update this letter. This letter is delivered to you as
Underwriter of the Bonds, is solely for your benefit as such
Underwriter- and is not to be used, circulated, quoted or
M-M709.1 B-2
otherwise referred to or relied upon for any other purpose or by
any other person. This letter is not intended to, and may not,
be relied upon by owners of Bonds.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE
M-2709.1 B-3
EXHIBIT C
,Form of Opinion of County Counsel
County of Contra Costa
County Service Area No. R-8
1994 Park and Open Space Refunding Bonds
I am County Counsel of Contra Costa County (the
"Issuer") in connection with the issuance by the Issuer of the
bonds referenced in the caption hereto (the "Refunding Bonds")
pursuant to Articlee 9 and 11 of Chapter 3 of Part 1 of Division
2 of Title 5 of the California Government Code (the "Law") ,
Resolution No. , adopted by the Issuer on , 1994
(the "Resolution") , and a Paying Agent Agreement, dated as of
March 1, 1994 (the "Paying Agent Agreement") by and between the
Issuer and- Bank of America National Trust and Savings
Association, as paying agent (the "Paying Agent") . I have
examined the Law and such certified proceedings and other papers
as we deem necessary to render this opinion. Capitalized terms
used herein, unless otherwise defined, have the meanings assigned
to such terms in the Purchase Agreement, dated , 1994
(the "Purchase Agreement") , by and between the Issuer, and
Sutro & Co. , Inc.
As to questions of fact material to this opinion, I
have relied upon representations of the Issuer contained in the
Purchase Agreement, the Paying Agent Agreement and the Resolution
and in the certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify
such facts by independent investigation.
Based upon my examination, I am of the opinion, as of
the date hereof, that:
(1) The Issuer is a political subdivision of the State
of California duly organized and validly existing under and by
virtue of the Constitution and laws of the State of California.
(2) The Resolution has been duly adopted by the Issuer
at a regular meeting duly called and held in accordance with the
requirements of all applicable laws and at which a quorum of the
members of the Issuer was continuously present.
(3) Except as described in the Official Statement,
there is no litigation pending or, to the best of my knowledge
after due inquiry, threatened which: (i) challenges the right or
title of any member' or officer of the Issuer to hold his or her
respective office or exercise or perform the powers and duties
pertaining thereto; (ii) challenges the validity or
enforceability of the Refunding Bonds, the Resolution, the Paying
Agent Agreement, or the Purchase Agreement; (iii) seeks to
M-W709.1 C-1
restrain or enjoin the issuance and sale of the Refunding Bonds,
the adoption or effectiveness of the Resolution, or the execution
and delivery by the Issuer of, or the performance by the Issuer
of its obligations under, the Refunding Bonds, the Paying Agent
Agreement, the Purchase Agreement, or the Resolution, or (iv) if
determined adversely to the Issuer or its interests, would have a
material and adverse effect upon the financial condition, assets,
properties or operations of the Issuer.
(4) The Refunding Bonds, the Paying Agent Agreement
and the Purchase Agreement have each been duly authorized,
executed and delivered by the Issuer, and the Refunding Bonds,
the Paying Agent Agreement, and the Purchase Agreement constitute
the valid and binding legal obligations of the Issuer enforceable
in accordance with their respective terms except as such
enforceability may be limited or otherwise affected by applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws or general principles of equity limiting or .
otherwise affecting the enforcement of creditorsf rights, whether
now existing or hereafter enacted.
(5) The execution and delivery by the Issuer of, and
the performance by the Issuer of its obligations under, the
Refunding Bonds, the Paying Agent Agreement and the Purchase
Agreement do not conflict with, violate or constitute a default
under any provision of any law, court order or decree or any
contract, instrument or agreement to which the Issuer is a party
or by which it is bound.
(6) The Issuer has obtained all authorizations,
approvals, consents or other orders of the State of California or
any other governmental authority or agency within the State of
California having jurisdiction over the Issuer required for the
valid authorization, issuance and delivery by the Issuer of the
Refunding Bonds.
(7) The Official Statement (excluding therefrom
information under the captions "THE BOOK ENTRY SYSTEM" and
"DESCRIPTION OF BOND GUARANTY") , financial statements and the
statistical data included in the Official Statement, as to which
no opinion is expressed) does not contain any untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading.
All parties to the transactions pertaining to the
initial issuance and sale of the Refunding Bonds and their
counsel may rely upon this opinion.
Very truly yours,
sF2-2W09.1 C-2
PRELIMINARY OFFICIAL STATEMENT DATED MARCH , 1994
NEW ISSUE - BOOK ENTRY ONLY RATING: Moody's: Aa
See "Rating" herein
In the opinion of Orrick, Herrington &Sutcliffe, Bond Counsel, based upon an analysis of existing laws,
regulations, rulings, and court decisions and assuming (among other things) compliance with certain covenants,
interest on the Bonds is excluded from gross income for federal income for federal income tax purposes and is
exempt from State of California personal income taxes. In the opinion of Bond Counsel, interest on the Bonds is
not a specific preference item for purposes of the federal individual and corporate alternative minimum taxes,
although Bond Counsel observes that such interest is included in adjusted current earnings in calculating federal
corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax
consequences caused by the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See
"TAX MATTERS" herein.
$4,535,000*
COUNTY OF CONTRA COSTA
COUNTY SERVICE AREA NO. R-8
1994 PARK AND OPEN SPACE REFUNDING BONDS
Dated: Date of Delivery Due: December 15 as shown below
The Series 1994 Bonds which comprise the issue described herein(the"Bonds")are being issued by County
of Contra Costa County Service Area No. R-8("CSA R-8") of the County of Contra Costa (the "County"). The
Bonds are being issued to refund CSA No. R-8's 1974 Park and Open Space Bonds.
Interest on the Bonds will be payable on June 15 and December 15 of each year commencing June 15,
1994. The Bonds are being delivered as fully registered bonds, without coupons, in book-entry form only,
registered in the name of and held by Cede&Co., as nominee for the Depository Trust Company, New York,New
York("DTC")and will be available to the beneficial owners thereof in denominations of$5,000 each or any integral
multiple thereof, under the book-entry system maintained by DTC. Purchasers of the Bonds will not receive
physical delivery of the Bonds. DTC will act as securities depository for the Bonds as more fully described herein.
The principal and interest with respect to the Bonds will be paid by Bank of America National Trust and Savings
Association,San Francisco;California as paying agent/registrar and transfer agent("Paying Agent"),to DTC,which
will in turn remit such principal and interest to its participants for subsequent disbursement to the beneficial owners
of the Bonds as described herein. See "THE BONDS" -Book-Entry Only". The Bonds are subject to redemption
prior to maturity. See "Redemption" herein.
The Bonds are obligations of CSA R-8. The money for the payment of principal and interest on the
Refunding Bonds shall be raised by ad valorem taxation without limitation as to rate or amount(except with respect
to certain personal property which is taxable at limited rates) upon all taxable property in CSA R-8 and provision
shall be made for the levy and collection of such taxes in the manner provided by law and for such redemption and
payment out of the CSA R-8 Bond and Tax Fund of the County.
This cover page contains certain information for quick reference only. It is not a summary of this issue.
Investors must read the entire official statement to obtain information essential to the making of an informed
investment decision.
MATURITY SCHEDULE
Maturity Date Principal Interest Maturity Date Principal Interest
(December 15) Amount Rate (December 15) Amount Rate
1995 . . . . . . . . $ % 2000 . . . . . . . $ %
1996 . . . . . . . . $ % 2001 . . . . . . . $ %
1997 . . . . . . . . $ % 2002 . . . . . . . $ %
1998 . . . . . . . ..
$ % 2003 . . . . . . . $ %
1999 . . . . . . . . $ % 2004 . . . . . . . $ %
The Bonds will be offered when, as and if issued and received by the purchasers, subject to the approval
as to their legality by Orrick, Herrington&Sutcliffe, San Francisco, California, Bond Counsel. It is anticipated
that the Bonds, in book entry form, will be available for delivery in New York, New York on or about April
1994.
No dealer, broker, sales person or their person has been authorized by CSA R-8,the City of Walnut Creek
or the County of Contra Costa to give any information or to make any representations other than those contained
herein and, if given or made, such other information or representation must not be relied upon as having been
authorized by CSA R-8, the City or the County. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it
is unlawful for such person to make such an offer, solicitation or sale.
The information set forth herein has been obtained from official sources that are believed to be reliable but
it is not guaranteed as to accuracy or completeness, and is not be construed as a representation by CSA R-8, the
City, the County or the Underwriter. The information and expression of opinions herein are subject to change
without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of CSA R-8, the City or the
County since the date hereof. All summaries contained herein of the Bonds,the Resolution authorizing the issuance
of the Bonds,the Paying Agent agreement or other documents are made subject to the provisions of such documents
and do not purport to be complete statements of any or all of such provisions. This Official Statement is not to be
construed as a contract with the purchasers of the Bonds.
IN CONNECTION WITH THIS OFFERING,THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE SERIES 1993 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1993,AS AMENDED,IN RELIANCE UPON
THE EXEMPTION CONTAINED IN SECTION 3(a)(2)OF SUCH ACT. THE PAYING AGENT AGREEMENT
HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN
RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT.
This Official Statement is submitted in connection with the sale of the Bonds and may not be reproduced
or used, in whole or in part, for any other purpose.
i
TABLE OF CONTENTS
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Authority for Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Description of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DebtService . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Security for the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
BOOK-ENTRY SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Discontinuance of DTC Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
THE REFUNDING PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ESTIMATED SOURCES AND USES OF BOND PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
THE PAYING AGENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certain Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ThePaying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Defeasance of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Unclaimed Monies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CONSTITUTIONAL AND STATUTORY PROVISIONS
AFFECTING COUNTY REVENUES AND APPROPRIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 8
Property Tax Rate.Limitations - Article XIIIA of the California Constitution . . . . . . . . . . . . . 8
Appropriation Limitation - Article XIIIB of the California Constitution . . . . . . . . . . . . . . . . . 8
Possible Future Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
AD VALOREM PROPERTY TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Property Tax Collection Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
County Tax Loss Reserve Fund (Teeter Plan) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Park and Open Space Program Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
COUNTY SERVICE AREA NO. R-8 ("CSA R-8") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
THE COUNTY OF CONTRA COSTA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
County Government . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Population . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
MajorEmployers .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Impact of Military Base Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
MedianIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Commercial Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Construction Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Agriculture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Environmental Control Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Education and Community Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ii
TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
RATING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
NO LITIGATION . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Appendix A -Proposed form of Bond Counsel Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
' iii
COUNTY OF CONTRA COSTA
BOARD OF SUPERVISORS
Tom Powers (District 1), Chair
Jeffrey Smith (District 2), Member
Gayle Bishop (District 3), Member
Sunne Wright McPeak (District 4), Member*
Tom Torlakson (District 5), Member
County Officials
Philip J. Batchelor, Clerk to the Board and County Administrator
Kenneth J. Corcoran, Auditor-Controller
Alfred P. Lomeli, Treasurer-Tax Collector
Victor J. Westman, County Counsel
Stephen L. Weir, County Clerk-Recorder
Bond Counsel
Orrick, Herrington & Sutcliffe
San Francisco, California
Paying Agent
Bank of America, National Trust and
Savings Association
San Francisco, California
* Effective April 1, 1994, Mark De Saulnier will succeed Ms. Mc Peak, who has announced her voluntary
retirement as of March 31, 1994. Mr. Mark De Saulnier has been appointed by Governor Wilson to serve the
member of Ms. Mc Peak's term.
iv
OFFICIAL STATEMENT
$4,535,000*
COUNTY OF CONTRA COSTA
COUNTY SERVICE AREA NO. R-8
1994 PARK AND OPEN SPACE REFUNDING BONDS
INTRODUCTION
The purpose of this Official Statement is to provide certain information in connection with the sale of
$4,535,000* aggregate principal amount of County of Contra Costa County Service Area No. R-8 ("CSA R-8")
Refunding Bonds(the"Bonds")which were authorized by Resolution of the Board of Supervisors of the County
of Contra Costa (the "County") on March _, 1994. CSA R-8, which is located generally within the City of
Walnut Creek city limits, will utilize the proceeds from the issuance and sale of the Bonds to refinance its County
Service Area No. R-8 1974 Park and Open Space Bonds. See " THE REFUNDING PLAN" herein.
The Bonds are issued pursuant to a Paying Agent Agreement, dated as of March 1, 1994 (the "Paying
Agent Agreement") by and between the County and Bank of America National Trust and Savings Association, as
paying agent (the "Paying Agent") and pursuant to the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the Government Code of the State of California (the "Act").
The Bonds are obligations of CSA R-8. The money for the payment of principal and interest on the
Refunding Bonds shall be raised by ad valorem taxation without limitation as to rate or amount(except with respect
to certain personal property which is taxable at limited rates) upon all taxable property in CSA R-8 and provision
shall be made for the levy and collection of such taxes in the manner provided by law and for such redemption and
payment out of the County-Service Area R-8 Bond and Tax Fund of the County (the "Bond and Tax Fund").
This Official Statement has been prepared by the County in connection with the original issuance and sale
by the County of the Bonds. All financial and other information presented in this Official Statement has been
provided by the County from its records, except for information expressly attributed to other sources. The
presentation of information, including tables of receipts from taxes and other sources, is intended to show recent
historic information, and is not intended to indicate future or continuing trends in the financial position or other
affairs of the County. No representation is made that past experience, as is shown by that financial and other
information, will necessarily continue or be repeated in the future.
THE BONDS
Authority for Issuance
The Bonds are issued pursuant to the Act, other applicable laws and the Constitution of the State of
California. Pursuant to the Act, the County is empowered to issue refunding bonds for the purpose of refunding
bonds previously issued by the County. On November 4, 1986,the County held a special municipal bond election
where more than two-thirds of the qualified electors CSA R-8 authorized the issuance of$6,750,000 aggregate
principal amount of Park and Open Space Bonds for CSA R-8. On November 25, 1974, the Board of Supervisors
of the County adopted a resolution authorizing the issuance of$6,750,000 of the County's County Service Area No.
R-8 1974 Park and Open Space Bonds (the "Prior Bonds"). On , 1994, the County adopted a
Resolution(the "Bond Resolution")authorizing the issuance of the Bonds pursuant to the Paying Agent Agreement.
* Preliminary, subject to change. 1
Description of the Bonds
The Bonds will be dated their date of delivery and will bear interest from such date. The Bonds will
mature on the dates and in the amounts set forth below and will bear interest at such rates as may be approved by
the County at the time of We of the Bonds.
Interest is payable on June 15, 1994, and semiannually thereafter on December 15, and June 15, of each
year until maturity, subject to redemption prior to maturity as described below. The Bonds will be issued only as
fully registered Bonds without coupons, in denominations of$5,000 or any integral multiple thereof. Each Bond
shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless it is
authenticated as of a day during the period after the first day of the month of any Interest Payment Date (the
"Record Date") to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest
Payment Date, or unless it is authenticated on or before the first Record Date, in which event it shall bear interest
from its dated date; provided, however, that if, at the time of authentication of any Bond, interest is in default on
outstanding Bonds, such Bond shall bear interest from the Interest Payment Date to which interest has previously
been paid or made available for payment on the outstanding Bonds. Interest on the Bonds shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds is payable by check or draft
mailed to the registered owners thereof. Principal of and premium, if any, on the Bonds are payable at the
corporate trust office of the Paying Agent in San Francisco, California.
The Bonds will mature on December 15 of the years and in the amounts as shown in the following maturity
schedule.
TABLE 1
MATURITY SCHEDULE
MATURITY DATE PRINCIPAL MATURITY DATE PRINCIPAL
(December 15) AMOUNT (December 15) AMOUNT
1995 2000
1996 2001
1997 2002
1998 2003
1999 2004
Debt Service
The debt service schedule for the Bonds is presented below.
2
TABLE 2
DEBT SERVICE
Bond Total Debt
Year Principal Interest Service
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
Security for the Bonds
The money for the redemption of the Refunding Bonds and payment of principal and interest on the
Refunding Bonds shall be raised by ad valorem taxation without limitation as to rate or amount(except with respect
to certain personal property which is taxable at limited rates) upon all taxable property in CSA R-8 and provision
shall be made for the levy and collection of such taxes in the manner provided by law and for such redemption and
payment out of the Bond Fund of the County.
BOOK-ENTRY SYSTEM
General
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities
registered in the name of Cede &Co. (DTC's partnership nominee). One fully-registered bond certificate will be
issued for each maturity of the Bonds each in the aggregate principal amount of such maturity and will be deposited
with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds bonds that
its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of bonds. Direct
Participants include securities brokers and dealers, banks,trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities Dealers Inc. Access to the DTC
system is also available to others such as securities brokers and dealers,banks and trust companies that clear through
or maintain a custodial relationship with a Direct Participant, either directly or indirectly("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants which will
receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond
3
("Beneficial Owner")is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings,from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive bonds representing their ownership interests in the
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers,all Bonds deposited by Participants with DTC are registered in the name
of DTC's partnership nominee, Cede &Co. The deposit of bonds with DTC and their registration in the name of
Cede &Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are
credited which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants
to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to
time.
Redemption notices will be sent to Cede &Co. If less than all of the bonds within an issue are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue
to be redeemed.
Neither DTC nor Cede &Co.will consent or vote with respect to the Bonds. Under its usual procedures,
DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns
Cede &Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on
the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on the date payable. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, the Paying Agent or the County, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility
of the County or the Paying Agent,disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Bonds at any time
by giving reasonable notice to the County or the Paying Agent. Under such circumstances, in the event that a
successor securities depository is not obtained, the Bonds are required to be printed and delivered as described in
the Indenture.
The County may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository). In that event, the Bonds will be printed and delivered as described in the
Indenture.
The County and the Paying Agent cannot and do not give any assurances that DTC, the DTC
Participants or others will distribute payments of principal,interest or any premium with respect to the Bonds
paid to DTC or its nominee as the registered owner, or any redemption or other notices, to the Beneficial
Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official
4
Statement. The County and the Paying Agent are not responsible or liable for the failure of DTC or any DTC
Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or any
error or delay relating thereto.
The foregoing description of the procedures and record-keeping with respect to beneficial ownership
interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or
Beneficial Owners, confirmation and transfer of beneficial ownership interests in such Bonds and other related
transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information
provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC
Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but
should instead confirm the same with DTC or the DTC Participants, as the case may be.
Discontinuance of DTC Services
In the event that(a)DTC determines not to continue to act as securities depository for the Bonds or(b) the
Agency determines to remove DTC from its functions as a depository, DTC's role as securities depository for the
Bonds and use of the book-entry system will be discontinued. If the County fails to select a qualified securities
depository to replace DTC, the County will cause the Paying Agent to execute and deliver new Bonds in fully
registered form in such denominations numbered in the manner determined by the Paying Agent and registered in
the names of such persons as are requested in a written request of the County. The Paying Agent shall not be
required to deliver such new Bonds within a period of less than 60 days from the date of receipt of such written
request of the County. Upon such registration, such persons in whose names the Bonds are registered will become
the registered owners of the Bonds for all purposes.
In the event that the book-entry system is discontinued, the following provisions would also apply:
(a) Bonds may be exchanged for a like aggregate principal amount of such Bonds of other authorized denominations
and of the same maturity upon surrender thereof at the principal corporate trust office of the Paying Agent; (b) the
transfer of any Bond may-be registered on the books maintained by the Paying Agent under the Paying Agent
Agreement for such purpose only upon the surrender thereof to the Paying Agent, together with a duly executed
written instrument of transfer in a form approved by the Paying Agent;(c) for every exchange or transfer of Bonds,
the Paying Agent shall require the payment by any owner requesting such transfer or exchange of any tax or other
governmental-charge with respect to such exchange or registration of transfer; (d)the Paying Agent will not be
required to issue, register the transfer of,or exchange, any Bond during the period from the first day of the month
of any Interest Payment Date to such Interest Payment Date,during the fifteen days preceding the selection of 1994
Bonds for redemption, on any date on which notice of redemption is scheduled to be mailed, or on any redemption
date; (e) all interest payments on the 1994 Bonds will be made by check mailed by the Paying Agent to the owners
thereof to such owner's address as it appears on the registration books maintained by the Paying Agent on the first
day of the month of such Interest Payment Date, and(f) all payments of principal and redemption premiums, if any,
on the Bonds will be made upon surrender thereof at the corporate trust office of the Paying Agent.
THE REFUNDING PLAN
A portion of the proceeds of the Bonds will be used to refund and redeem all of the outstanding Prior
Bonds on the Date of Delivery. The Prior Bonds were executed and delivered by the County in 1974 and are
currently outstanding in the aggregate principal amount of$4,245,000.
ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The County shall direct the Purchaser, in accordance with the Purchase Agreement, to pay the sale price
of the Refunding Bonds by wire transfer, in exchange for receipt of the Refunding Bonds,in the following manner:
5
(i) to the Prior Paying Agent,$ to be applied to pay the redemption price of the Prior
Bonds.
(ii) to the Treasurer of the County, the remainder of said sale price of the Refunding Bonds,for
payment of costs of issuance with respect to the Refunding Bonds,including reimbursement to the County
of its costs associated with the issuance of the Refunding Bonds.
The County shall additionally direct the Treasurer of the County to pay from the Bond and Tax Fund to
the Prior Paying Agent, cash in the amount of$ ,which is the amount of accrued interest on the Prior
Bonds from December 15 to April _, 1994. A summary of these sources and uses of funds is as follows:
Sources of Funds
Principal Amount of Bonds
Transfer from Bond and Tax Fund
Total Sources
Uses
Redemption of Prior Bonds
Costs of Issuance (1)
Total Uses
(1) Includes Underwriter's Discount, Bond Counsel, County Administrative Fee, Printing, Rating Agency Fees,
and Paying Agent Fees.
THE PAYING AGENT AGREEMENT
Certain Covenants
Payment of Principal and Interest. The County will pay the principal and the interest(and premium,if any)
to become due in respect of the Bonds at the times and places and in the manner provided in the Paying Agent
Agreement and in the Bonds. When and as paid in full, all Bonds shall be cancelled by the Paying Agent, and
thereafter they shall be destroyed.
Lew of Tax. The money for the redemption of the Bonds and payment of principal and interest on the
Bonds shall be raised by ad valorem taxation without limitation as to rate or amount(except with respect to certain
personal property which is taxable at limited rates) upon all taxable property in CSA R-8 and provision shall be
made for the levy and collection of such taxes in the manner provided by law and for such redemption and payment
out of the Bond and Tax Fund.
Validity of Bonds. The recital contained in the Bonds that the same are regularly issued pursuant to the
Act shall be conclusive evidence of their validity and of compliance with the provisions of the Act in their issuance.
Further Assurances. The County will promptly execute and deliver or cause to be executed and delivered
all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other
and further things, as may be necessary or reasonably required in order to further and more fully vest in the
Bondowners all rights, interest, powers, benefits, privileges and advantages conferred or intended to be conferred
upon them by the Paying Agent Agreement.
Tax Covenants. (a) The County covenants that it shall not take any action, or fail to take any action, if
such action or failure to take such action would adversely affect the exclusion from gross income of-the interest
payable on the bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the County
6
covenants that it will comply with the requirements of the Tax Certificate, which is incorporated herein as if fully
set forth herein. This covenant shall survive payment in full or defeasance of the Bonds.
(b) Notwithstanding any provision of the Paying Agent Agreement, if the County shall obtain an Opinion
of Counsel that any specified action required pursuant to these covenants is no longer required or that some further
or different action is required to maintain the exclusion from federal income tax of interest on the Bonds, the
Treasurer of the County may conclusively rely on such Opinion of Counsel in complying with these requirements
and of the Tax Certificate, and these covenants shall be deemed to be modified to that extent.
The Paying Agent
Bank of America National Trust and Savings Association is appointed Paying Agent,and accepts and agrees
to perform the duties and obligations of the Paying Agent, registrar and transfer agent specifically imposed upon
it by the Paying Agent Agreement, and no implied duties shall be read into the Paying Agent Agreement against
the Paying Agent.
The County may at any time remove the Paying Agent and appoint a new Paying Agent (which may be
the Treasurer/Tax Collector or other officer of the County);provided,that the removal shall be effective until a new
Paying Agent is appointed. The Paying Agent may at any time resign by giving written notice to the County of such
resignation, whereupon the County shall promptly appoint a successor Paying Agent by the resignation date.
Resignation of the Paying.Agent will be effective forty-five (45) days after notice of the resignation is given as
stated above or upon appointment of a successor Paying Agent, whichever first occurs. After receiving a notice
of resignation of a Paying Agent,the County may appoint a temporary Paying agent to replace the resigning Paying
Agent until the County appoints a successor Paying Agent. Any such temporary Paying Agent so appointed by the
County shall immediately and without further act be superseded by the successor Paying Agent so appointed.
The Paying Agent is authorized to pay or redeem the Bonds when duly presented for payment at maturity,
or on redemption, and to cancel all Bonds upon payment thereof. The Paying Agent shall keep accurate records
of all funds administered by it and of all Bonds paid and discharged.
Defeasance of Bonds
(a) If at any time the County shall pay or cause to be paid or there shall otherwise be paid to the
Bondowners of all outstanding Bonds all of the principal, interest and premium, if any, represented thereby, at the
times and in the manner provided herein and in the Bonds, then such Bondowners shall cease to be entitled to the
obligation of the County as provided in the Paying Agent Agreement, and such obligation and all agreements and
covenants of the County 'to such Bondowners under the Paying Agent Agreement and under the Bonds shall
thereupon be satisfied and discharged and shall terminate except only as provided in below as to unclaimed monies;
provided further,.however, that the such provisions as to unclaimed monies shall apply in all events.
(b) Any outstanding Bonds shall be deemed to have been paid within the meaning of and with the effect
expressed in the Paying Agent Agreement if there shall be on deposit in the Bond and Tax Fund or the Redemption
Fund of the County monies or direct, noncallable obligations of the United States in an amount sufficient(together
with interest thereon) to pay the principal, interest and premium, if any, represented by such outstanding Bonds,
payable on their respective principal maturity dates or on any redemption date prior thereto. The Bondowners of
such Bonds shall be entitled to the principal, interest and premium, if any represented by such Bonds, and the
County shall remain liable for such payments, but only out of such monies on deposit in the Bond and Tax Fund
of the County or the Redemption Fund for such payment.
7
Unclaimed Monies
Any money held in any fund created pursuant to the Paying Agent Agreement, or by the Paying Agent in
trust,for the payment of the principal or redemption premium of or interest on the Bonds and remaining unclaimed
for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon call
for maturity) shall be returned to the County for deposit in the County's general fund.
CONSTITUTIONAL AND STATUTORY PROVISIONS
AFFECTING COUNTY REVENUES AND APPROPRIATIONS
Property Tax Rate Limitations- Article XIIIA of the California Constitution
On June 6, 1978, California voters added Article XIIIA to the California Constitution which limits the
amount of any ad valorem taxes on real property to one percent (1%)of the full cash value, except that additional
taxes may be levied to pay debt service on general obligation bonds and certain other indebtedness approved by the
voters prior to August 1, 1978. Article XIIIA defines full cash value to mean "the county assessor's valuation of
real property as shown on the 1975/76 tax bill under full cash value; or thereafter, the appraised value of real
property when purchased, newly constructed or a change in ownership has occurred after the 1975 assessment
period." This full cash value may be increased at a rate not to exceed two percent (2%)per year to account for
inflation. In 1978, the California Supreme Court (the "Court")upheld Article XIIIA over challenges on several
state and federal constitutional grounds, in Amador Valley Joint Union High School County vs. State Board of
Equalization. The Court reserved certain constitutional issues and the validity of legislation implementing the
amendment for future determination in proper cases.
Appropriation Limitation.- Article XIIIB of the California Constitution
On November 6, 1979, California voters approved Proposition 4, known as the Gann Initiative, which
added Article XIIIB to the California Constitution. Under Article XIIIB, state and local government entities have
an annual "appropriations limit" which limits the ability to spend certain moneys which are called "appropriations
subject to limitation" (consisting of tax revenues and certain state subventions together called "proceeds of taxes"
and certain other funds) in an amount higher than the "appropriations limit." Article XIIIB does not affect the
appropriation of moneys which are excluded from the definition of"appropriations limit," including debt service
on indebtedness existing or authorized as of January 1, 1979, or bonded indebtedness subsequently approved by
two-thirds of the voters. Since taxes to meet debt service on indebtedness such as the Bonds approved by
two-thirds of the qualified electors voting on such proposition are specifically excluded from the tax rate limitation,
such limitation will have no direct effect on the security of the Bonds currently being offered for sale.
Possible Future Actions
There is no assurance that California voters or the Legislature of the State of California will not at some
future time approve additional limitations which could reduce tax revenues and adversely affect the security of the
Bonds.
AD VALOREM PROPERTY TAXES
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or"unsecured." The
secured classification includes property on which any property tax levied by a county becomes a lien on that
property. A tax levied on unsecured property does not become a lien against such unsecured property, but may
become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured
8
property has priority over all other liens arising pursuant to California state law on such secured property,regardless
of the time of the creation of the other liens.
Secured and unsecured property are entered separately on the assessment roll maintained by the county
assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property.
The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the
taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a
judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county
recorder's office in order to obtain a lien on certain property of the taxpayer; and(4) seizure and sale of personal
property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of
enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property
securing the taxes to the State of California (the "State") for the amount of taxes which are delinquent.
Commencing in 1982, a ten percent (10%)penalty was added to delinquent taxes which have been levied
in respect to property on the secured roll. In addition, property on the secured roll with respect to which taxes are
delinquent is sold to the State on or about June 30 of the fiscal year. Such property may thereafter be redeemed
by payment of the delinquent taxes and a delinquency penalty,plus a redemption penalty of one and one-half percent
(1-1/2%)per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property
is deeded to the State and then is subject to sale by the county tax collector. A ten percent (10%)penalty is also
attached to delinquent taxes in respect to property on the unsecured roll,and further, an additional penalty of one
and one-half percent (1-1/2%) per month accrues with respect to such taxes beginning the first day of the third
month following the delinquency date.
The valuation of property is determined as of March 1 each year and installments of taxes levied upon
secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are
due March 1 and become delinquent August 31.
Legislation enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), provides for the supplemental
assessment and taxation of property upon the occurrence of a change of ownership or completion of new
construction. Previously, statutes enabled the assessment of such changes only as of the next March tax lien date
following the change and thus delayed the realization of increased property taxes from the new assessments for up
to a year.
County Tax Loss Reserve Fund (Teeter Plan)
Ad Valorem taxes and various assessments are collected by Contra Costa County. The County is operating
under Sections 4701-4717 of the Revenue and Taxation Code of the State of California(the "Teeter Plan"). Under
the Teeter Plan, the County maintains a County Tax Loss Reserve Fund for the purposes of paying each taxing
entity 100 percent of the amounts of secured taxes levied and assessments posted to the tax bill.
The Contra Costa County Auditor-Controller reports that,to date, the Tax Loss Reserve Fund has proved
adequate to meet all tax and assessments delinquencies, with the effect that each year, the County has received the
full amount of taxes levied and assessment installments posted to the tax bill. There can be no guarantee that the
County Tax Loss Reserve Funds will continue to be sufficient to meet such delinquencies in the future. The balance
in the County Tax Loss Reserve, as of June 30, 1993, was $29,042,152.
The County has the power to unilaterally discontinue the Teeter Plan on a Countywide basis with respect
to either or both general taxes and special assessment installments. The Teeter Plan may also be discontinued by
petition of two thirds (2/3) of the participating taxing agencies.
Property taxes are collected from property owners in two equal installments, which are due no later than
December 10 and April 10 of each fiscal year. Each year the County levies taxes with respect to the Bonds in an
amount at least equal to the debt service on the Bonds in that year. However, because debt service on the bonds
9
is not in equal semiannual installments(the December 15 installment is larger due to the fact that principal is payable
annually on December 15), the December 10 installment of tax revenues is less than the amount of debt service
payable on December 15. ' This creates a temporary deficit in the Bond and Tax Fund each fiscal year from
December 15 until approximately April 10,when the April 10 installment revenues are received. The County funds
this deficit from the Tax Loss Reserve Fund. In the event that the County were to discontinue the Teeter Plan with
respect to CSA R-8, the tax levy in the first year after such discontinuance would need to be increased to provide
sufficient funds on December 10 to pay the December 15 debt service payment.
Park and Open Space Program Background
The Open Space, Parks, and Trails Program for the Walnut Creek Area was formally developed during
the early 1970's, however, there was a great deal of concern of local residents generally about the quality of life
and the planning for continuing to make the Walnut Creek Area a desirable place to live. Rapid growth since 1950
had boosted population in the area from about 12,000 to about 78,000,and had attracted homes, schools, shopping
centers,and industry,which had used up much of the developable land in central Contra Costa County;the resulting
situation had been to decrease the open space and to increase the demand for open space and parks. It was realized
that the hills, trees, open foothill areas, and the uncrowded character of the surrounding areas were definite
community assets which should be preserved. Also, the State of California in recognizing the growing needs and
concerns of the public and local government for preserving their environments,created legislation in 1970 requiring
cities and counties to prepare and adopt Open Space Elements in their General Plans, and to implement specific
action programs to execute local open space plans.
An Open Space Action Committee was locally formed to develop an action-oriented plan in response to
the State requirements and the local concerns. The aims of the plan were the following:
1. To provide natural undeveloped areas in the form of open space for Walnut Creek area residents.
2. To acquire land to provide additional park sites and recreational areas for current and future
Walnut Creek area residents.
3. To prevent the development and external effects thereof from removing the intrinsic values of
certain natural sites.
4. To plan and shape urban growth in the Walnut Creek area more effectively.
5. To retain the visual and aesthetic quality of the Walnut Creek area.
6. To promote and maintain the quality of natural resources, including air and water-shed.
7. To provide the Walnut Creek area with a natural geographic identity.
The Walnut Creek Open Space Plan provided for a comprehensive program to develop and maintain open
space, a land bank for future parks, and a trails system. The Plan contemplated direct purchase of designated lands
as well as an active campaign to acquire and to preserve additional lands within the sphere of influence of the City
of Walnut Creek. This is an area designated by the County Local Agency Formation Commission within which
the City of Walnut Creek is expected to expand and to extend urban services.
The County of Contra Costa provided a vehicle for the implementation of the Plan by creating the County
Service Area No.R-8. The formation of this special service taxing area was appropriate because the proposed open
space, parks, and trails are located throughout the Walnut Creek area, both inside and outside of the City limits.
The boundaries of the County Service Area generally included properties expected to be benefitted from the Open
Space acquisition.
COUNTY SERVICE AREA NO. R-8 ("CSA R-811)
The Bonds are secured by a pledge of property taxes of the CSA R-8 and not by any pledge of General
Fund Revenues of the City of Walnut Creek nor of the County of Contra. CSA R-8 has been levying a tax for over
eighteen years. Statistical information relating to CSA R-8 is presented directly below. In addition, financial and
10
statistical information concerning the County of Contra Costa and the City of Walnut Creek (Appendix A)are in
included in this Official Statement to provide a more complete presentation of the financial and economic
environment surrounding CSA R-8. Based on information from the last five years, the delinquency rates for CSA
R-8 have been slightly lower that the average County-wide delinquency rate.
TABLE 1
CONTRA COSTA COUNTY SERVICE AREA NO. R-8
(Debt Service Area)
ASSESSED VALUATIONS
Total Before Total After
Local Secured Utilit Unsecured Rdv.Increment Rdv.Increment
1989-90 $5,536,002,442 $2,136,170 $312,939,301 $5,851,077,913 $5,739,801,646
1990-91 5,957,252,832 2,417,250 308,359,001 6,268,029,083 6,140,022,740
1991-92 6,295,936,723 2,417,250 334,222,772 6,632,576,745 6,497,478,731
1992-93 6,535,664,066 2,417,250 326,113,209 6,864,194,525 6,724,757,886
1993-94 6,705,843,655 280,650 341,091,718 7,047,216,023 6,908,072,098
Source: California Municipal Statistics, Inc.
TABLE 2
CONTRA COSTA COUNY SERVICE AREA NO. R-8
SECURED TAX CHARGES AND DELINQUENCIES
Secured Amt.Del. % Del.
Tax Charae(1) June 30 June 30
1988-89 $59,960,933.79 $1,841,954.22 3.07%
1989-90 63,885,004.18 1,073,569.66 1.68
1990-91 70,537,838.49 1,984,752.79 2.81
1991-92 76,075,631.42 1,780,449.49 2.34
1992-93 79,491,891.04 1,624,843.31 2.04
Source: California Municipal Statistics, Inc.
(1) All taxes collected by the County within the district.
11
TABLE 3
CONTRA COSTA COUNTY SERVICE AREA NO. R4
TYPICAL TOTAL TAX RATES (TRA 9400)
1989-90 1990-91 1991-92 1992-93 1993-94
County-wide 1.0000% 1.0000% 1.0000% 1.0000% 1.0000%
County Service Area #R-8 .0092 .0090 .0085 .0079 .0079
Central Sanitary .0020 .0019 .0018 .0015 .0011
Bay Area Rapid Transit District .0319 .0250 .0251 .0258 .0240
East Bay Regional Park .0047 .0032 -.0028 .0074 .0069
Acalanes Union High School District .0155 .0298 .0315 .0298 .0246
Total 1.0633% 1.0689% 1.0697% 1.0724% 1.0645%
Source: California Municipal Statistics, Inc.
TABLE 4
CONTRA COSTA COUNTY SERVICE AREA NO. R-8
LARGEST 1993-94 LOCAL SECURED PROPERTY TAXPAYERS
1993-94 % of
Property Owner Assessed Valuation Total 1
1. First Walnut Creek Mutual $127,346,112 1.90%
2. Kaiser Foundation Health Plan 125,649,710 1.87
3. Second Walnut Creek Mutual 98,217,927 1.46
4. Macerich Northwest Associates 61,157,241 0.91
5. 1333 North California Boulevard 55,939,543 0.83
6. C-C California Plaza Partnership 54,681,617 0.82
7. Metropolitan Life Insurance Company 48,274,217 0.69
8. Perini Investment Properties, Inc. 41,023,174 0.61
9. Station West Associates 34,557,107 0.52
10. Growers Square Investment Company 33,125,782 0.49
11. UDC Homes Limited Partnership 27,649,059 0.41
12. Transamerica Realty Services, Inc. 26,913,006 0.40
13. Reliance Figueroa Associates Ltd. 26,460,000 0.39
14. Golden Rain Foundation of Walnut Creek 25,349,397 0.38
15. Civic Executive Center 24,836,193 0.37
16. Liberty Walnut Creek Partners 23,940,000 0.36
17. California State Teachers Retirement System 23,211,675 0.35
18. Estate of Joseph T. Lucas 22,633,411 0.34
19. Northwestern Mutual Life Insurance Company 22,408,500 0.33
20. Stoneridge Apartments Ltd. 22.109.206 0.33
$923,482,877 13.77%
Source: California Municipal Statistics, Inc.
(1) 1993-94 Total Local Secured Assessed Valuation: $6,705,843,655
12
THE COUNTY OF CONTRA COSTA
General
Contra Costa County was incorporated in 1850 as one of the original 27 counties of the State, with the City
of Martinez as the County Seat. It is one of the nine counties in the San Francisco-Oakland Bay Area. The County
covers about 733 square miles and extends from the northeastern shore of San Francisco Bay easterly about 50 miles
to San Joaquin County. Contra Costa is bordered on the south and west by Alameda County and on the north by
Suisun and San Pablo Bays. The western and northern shorelines are highly industrialized, while the interior
sections are suburban/residential, commercial and light industrial.
A large part of the interior of the County is served by the Bay Area Rapid Transit District("BART"), a
situation that has encouraged the expansion of both residential and commercial development. In addition,economic,
development along the Interstate 680 corridor in the County has been so substantial that three cities -- Concord,
Walnut Creek and San Ramon--placed among the top four cities accounting for the greatest percentage increases
in jobs in the entire Bay Area from 1985 through 1990.
County Government
The County has a general law form of government . A five-member Board of Supervisors, each of whom
is elected to a four-year term, serves as the county's legislative body. Also elected are the County Assessor,
Auditor-Controller, Clerk-Recorder, District Attorney, Sheriff-Coroner and Treasurer-Tax Collector. A County
Administrative Officer appointed by the Board of Supervisors runs the day-today business of the County.
Population
1980 Through 1990. Contra Costa County's population grew 21.5 percent during the 1980's,a moderate
acceleration from the 17.1 percent growth rate achieved in the decade of the 1970's. The County's population
growth ranked first among the nine Bay Area counties for the 1980-1990 period and was slightly below the 24.9
percent growth rate for the entire state of California.
As detailed in the table on the next page, population growth within the County was positive during the
1980's in every city except Orinda. Cities experiencing the strongest growth include Hercules, Brentwood,Clayton,
Antioch, Pleasant Hill, San Ramon and Martinez. Population growth in Concord, the County's largest city, was
relatively static by comparison during the 1980's.
Of particular significance is the resumption of population increases in the western portion of the County,
particularly in Pinole, Richmond and San Pablo. Each of these older cities experienced population declines during
the 1970's,but a number of factors have gradually reversed the population erosion. The availability of rapid transit,
close proximity to the major employment hubs in San Francisco and Oakland,and relatively affordable existing and
new housing have combined to attract more residents to these cities.
The unincorporated regions of the County registered a 17.8 percent increase in population during the 1980's
after having dropped by 21.2 percent during the 1970's.
Most Recent Annual Performance. The California State Department of Finance reported that the
County's population stood at 855,100 as of January 1993, an increase of 7.2 percent since 1990. The strongest
growth is concentrated in the eastern portions of the County, particularly in Clayton, Antioch and Brentwood,
although very strong growth was noted in Hercules and Richmond in the western part of the County.
13
TABLE 5
COUNTY OF COSTA CONTRA
POPULATION
SPECIAL CENSUS
1960 1970 1975 1980 1990 1993
Antioch 17,305 28,060 33,215 42,683 60,900 69,600
Brentwood 2,186 2,649 3,662 4,434 7,500 9,675
Clayton N/A 1,385 1,790 4,325 7,150 8,375
Concord 36,208 85,164 94,673 103,763 110,900 113,200
Danville ----- ----- ----- 26,143 31,200 34,100
El Cerrito 25,437 25,190 22,950 22,731 22,850 23,450
Hercules 310 252 121 5,963 16,400 18,600
Lafayette ----- 20,484 19,628 20,837 23,450 23,700
Martinez 9,604 16,506 18,702 22,582 31,700 35,000
Moraga ----- 14,205 14,418 15,014 15,850 16,550
Orinda ----- ----- ----- 17,070 16,650 17,050
Pinole 6,064 15,850 15,337 14,253 17,000 18,150
Pittsburg 19,062 20,651 24,347 33,465 47,250 50,400
Pleasant Hill ----- 24,610 25,398 25,547 31,550 31,850
Richmond 71,584 79,043 70,126 74,676 86,600 92,200
San Pablo 19,687 21,461 19,392 19,750 25,000 26,150
San Ramon - ----- ----- ----- 20,511 35,100 38,900
Walnut Creek 9,903 39,844 46,034 54,033 60,400 62,400
Unincorporated 191.680 163.035 173.036 128.551 150.100 165.700
Total 409,030 558,389 582,829 656,331 797,600 855,100
California 15,717,204 18,136,045 21,185,000 23,668,145 28,558,000 31,552,000
Source: United States Census: 1960-1990 and State Department of Finance: 1993
Industry and Employment
Contra Costa County has one of the fastest-growing work forces among Bay Area counties, with growth in its
employment base being driven primarily by the need to provide services to an increasing local population.
Concomitantly, the County has experienced an immigration of white-collar jobs due to the relocation of companies
from costlier locations in the Bay Area. The combined impact of population growth and immigration has resulted
in significant job creation in the County, with the job base having grown 50 percent since 1980. Due to the recent
economic recession in California, however, the County's job base fell by 6,000 jobs in 1991.
As shown below, the County's labor force stood at 430,000 in 1992. With average 1992 unemployment rates of
6.7 percent and 9.1 percent for the County and State,respectively, the County has achieved a lower unemployment
rate than the State in the past five years.
14
TABLE 6
COUNTY OF CONTRA COSTA
EMPLOYMENT AND UNEMPLOYMENT OF
RESIDENT LABOR FORCE
WAGE AND SALARY WORKERS BY INDUSTRY
ANNUAL AVERAGES (IN THOUSANDS)
1988 1989 1990 1991 1992")
Civilian Labor Force() 410.8 421.9 418.6 419.4 430.0
Employment 392.3 404.4 401.2 396.1 401.4
County Unemployment 18.5 17.5 17.4 23.3 28.6
Unemployment Rate:
County 4.5% 4.2% 4.2% 5.6% 6.7%
State of California 4.3% 4.8% 5.6% 7.5% 9.1%
United States 5.5% 5.3% 5.3% 6.7% 7.4%
Wage and Salary Employment(')
1988 1989 1990 1991
Agriculture 1.3 1.2 1.3 1.2
Mining 3.0 3.4 2.8 2.6
Construction 21.2 21.1 . 21.4 18.6
Manufacturing 30.5 31.7 31.7 31.1
Transportation and Public Utilities 19.2 18.9 20.0 20.0
Wholesale Trade 11.0 10.9 11.1 11.0
Retail Trade 57.0 57.7 61.6 58.8
Finance, Insurance, and Real Estate 26.6 26.9 27.3 26.8
Services 68.2 73.2 77.3 78.2
Government
Federal 7.0 7.1 7.1 6.9
State and Local 34.0 35.6 36.6 37.0
TOTALO) 279.0 287.7 298.2 292.2
(1) Preliminary estimate; subject to revision. The 1992 estimates are based upon new benchmark data and are
not comparable to date published prior to 1992. The Department of Employment Development will be
releasing revised data for 1992 and earlier years later in 1993.
(2) Based on place of residence; because of a change in survey methods, the 1990 labor force data are not
strictly comparable to the 1988 and 1989 data.
(3) Based on place of work; 1992 data for the County will be available on approximately August 1, 1993.
(4) "Total" may not be precise due to independent rounding.
Source: Employment Development Department, State of California Health and Welfare Agency.
Major Employers
Major industries in the County include petroleum refusing, steel manufacturing, prefabricated metals,
chemicals, electronic equipment, paper products, services and food processing. Most of the County's heavy
manufacturing is located along the County's northern boundary fronting on the Suisun and San Pablo Bays leading
to San Francisco Bay and the Pacific Ocean. Descriptions of major employers in selected industries follow.
15
Petroleum and Petroleum Products. The production of petroleum products formed the initial basis of
industrial development in the County. Currently, four companies manufacture products from crude oil.
The largest in terms of capacity is Chevron Corporation's (Standard Oil Company of California)Richmond
Refinery, which began operations in 1902 and is the company's oldest and fourth-largest refinery. The
Richmond refinery, located on 3,000 acres, has a capacity of 365,000 barrels per day although typical
production is between 230,000 and 250,000 barrels per day. The refinery produces-a complete line of
petroleum products and imports the bulk of the crude oil from Alaska. Shipping facilities include the
company's own wharf,which is capable of handling four tankers at a time, making it the largest in the Bay
Area in terms of tonnage. Chevron operates a fleet of 53 tankers, of which nine are for intrastate business.
Petroleum products are also shipped by truck and by two railroad carries as well as distributed by pipeline.
The company has completed construction of a$160 million natural-gas-fired cogeneration plant to fulfill
its own requirements for electricity and steam.
A number of Chevron's divisions are located throughout the County. Chevron Research and Technology
Company is in Richmond and is the only non-geological research arm of the company. This facility is used
by Chevron Research and its continuing program to improve the efficiency of conventional auto, aircraft
and marine fuels. Chevron Accounting Division is located in a 400,000 square foot building in Concord
and serves as a finance and computer center for Chevron Research in its continuing program to improve
the efficiency of conventional auto, aircraft and marine fuels. Chevron Accounting Division is located in
a 400,000 square foot building in Concord and serves as a finance and computer center of Chevron's entire
domestic operations. In 1987, a San Ramon facility was opened and houses 3,900 employees involved in
computer, marketing, consumer services and other administrative functions.
Chevron currently has the fifth largest work force of any employer in the Bay Area and the largest
employer in the County,reporting approximately 49,277 people on its worldwide payrolls as of December,
1992. The company has nearly 10,000 employees located among its various facilities in the County. Due
to a corporate consolidation of Chevron's domestic exploration and production subsidiary,Chevron U.S.A.
Production Company, approximately 200 positions were eliminated in the finance division in Concord
during 1992 and 1993.
In July 1992 Chevron announced plans for a$660 million Cleaner Fuels Project to upgrade and modify
the refinery to meet 1995 U.S. Clean Air Act standards from cleaner-burning gasoline ("reformulated
gasoline"). The project will also upgrade the fluidized catalytic cracking(FCC)unit,thereby allowing the
refinery to increase gasoline production by about 13 percent. Construction will start in 1994 and will take
about 30 months to complete. The Cleaner Fuels Project is estimated to increase property taxes by
$2,012,000 a year and employ up to 1,070 people to construct the project, with a total payroll of$84
million to $104 million.
Shell Oil Company ("Shell")began operating in Martinez in 1915. The Shell Oil and Chemical Martinez
Manufacturing Complex, located on 1,100 acres, is a combined oil refinery and industrial chemical
production plant. It is one of three Shell facilities on the West Coast which supply all Shell products to
the western state. The complex has the capacity to process about 145,000 to 160,000 barrels of crude oil
per day. About 70-80 percent of this crude oil is transferred via the company's pipeline from California
oil fields, while the remainder is shipped rom Alaska. Shell's docking facilities can handle two tankers
and two barges simultaneously. Finished petroleum products are shipped via a company owned pipeline,
Southern Pacific Railroad's pipeline, and by rail car and truck.
Shell employees in the County total approximately 850,of whom approximately 800 work at the Martinez
complex and 50 work at a retail district office in Concord.
Union Oil Company ("Unocal") operates an oil refinery at Rodeo between the cities of Richmond and
Martinez, and a distribution terminal for Northern California at Richmond. The oil refinery, which began
16
operations in 1896; occupies 1,100 acres and processes up to 100,000 barrels of raw material per day.
There are 600 full-time employees at the refinery and 75 at the distribution terminal. Unocal also operates
a chemical plant on Franklin Canyon Road near Highway 4 in the County.
Tosco Corporation operates a refinery with a capacity of 140,000 barrels per day. The refinery, which
has been in operation since 1913, uses crude oil from the North Slope of Alaska, as well as the heaviest
crude oil from California oil fields, and refines it into high grade light fuel products. It is located on a
2,200-acre site and employs approximately 700 people. Tosco moved its corporate headquarters from
Bakersfield to Concord in the fall of 1990. The relocation added another 80 employees to payrolls in the
country.
Grocery Stores. Safeway, the Bay Area's largest employer, reported 104,900 employees worldwide as
of December 1992, a reduction of 5,200 jobs compared to 1991. Most of the employment decline came
as a result of replacement of part-time with full-time workers.
Health Care. One of the Bay Areas largest private employers, Kaiser Permanente Medical Group, has
approximately 3,300 employees in the County. Kaiser provides medical coverage to about one in three Bay
Area residents and operates hospital and clinic facilities in Richmond,Martinez,Antioch and Walnut Creek
and is exploring oilier sites in the County for future construction.
Telephone Services. Pacific Telesis Group, the Bay Areas fourth largest employer, reported 61,346
worldwide employees as of December 1992. The company has been trimming its worldwide workforce
over the past three years and is expected to eliminate approximately 8,000 more jobs by 1995, largely a
result of further cost reductions, restructuring, and buyouts. The San Ramon Chamber of Commerce
reported in early'1993 that the company's employment totals approximately 7,500 at its Bishop Ranch
offices in the County.
17
The following table provides a listing of large companies headquartered in the County and employers who
account for at least 1,000 jobs in the County.
TABLE 7
COUNTY OF CONTRA COSTA
MAJOR COMPANIES HEADQUARTERED IN THE COUNTY
AND EMPLOYERS WITH MORE THAN 1,000 EMPLOYEES
Firm Primary Locations Product Employment"'
Longs Drugs Store(3) Walnut Creek Drug Stores 12,000
Chevron Corporation Richmond, Concord, San Ramon Petroleum Products 10,504
Pacific Telesis San Ramon Telecommunications 7,500(2)
County of Contra Costa(3) Martinez County Goverment 6,764
Bank of America(") Concord Financial Services 6,500
Kaiser Permanente Medical Group Martinez, Walnut Creek Health Care Service 3,300
Safeway Countywide Retail Food Outlets 3,000
Biorad(') Hercules Clinical Testing Equipment 2,500
Fibreboard(3) Concord Wood Products 2,000
Village Resorts Lafayette Resort Condominiums 1,800
Lesher Communications Inc. Walnut Creek Newspapers 1,267
Naval Weapons Station(3) Concord Munitions Depot 1,175
North American Title Co. Walnut Creek Title Insurance 1,140
City of Concord Concord City Goverment 1,025
Central Garden Supply Lafayette Wholesale Garden Supplies 1,000
C&H Sugar Co. Concord Sugar Refinery 1,000
(1) Estimates; may include entire Bay Area workforce
(2) As of April, 1992.
(3) Headquartered in the County.
(4) Company made acquisition during 1992.
Source: The San Francisco Chronicle, "The Chronicle 100", April 1993; San Ramon Chamber of Commerce;
Contra Costa Times, "Top 50", July, 1992.
Impact of Military Base Closings
The U.S. Congress enacted legislation in 1990 to close a number of domestic and international military
bases, including several in the Bay Area. The list of bases with scheduled closure dates included San Francisco's
Presidio and Letterman Hospital,Fort Ord in Seaside, Sacramento Army Depot,Hunter's Point Annex of Treasurer
Island Naval Air Station in San Francisco and Moffett Field Naval Air Station in Sunnyvale.
The second phase of major military base closures began with the release on March 12, 1993 of the
Department of Defense's list of thirty one additional facilities to be shut down. Included on the list were five Bay
Area bases including Mare Island Shipyard(Solano County),Treasurer Island Naval Station(San Francisco County),
Alameda Naval Air Station (Alameda County), Alameda Naval Supply Center (Alameda County), and Oakland
Naval Hospital(Alameda County). Approximately 17,000 military positions and 10,000 civilian jobs are expected
to be lost as these facilities are gradually closed beginning in 1995. In addition, a number of small military support
facilities located throughout the Bay Area have been placed on a list of facilities recommended to be realigned or
relocated.
18
These cutbacks in nearby facilities are not expected to significantly affect the County's economy.
Furthermore, any negative economic impacts in the affected counties may be lessened if the President's plan to
provide transition relief and job training for affected personnel is implemented.
The only military installation located in Contra Costa County is the Naval Weapons Station in Concord,
a facility that is not slated for closure.
Median Income
As a consequence df its strong employment sector,the County achieves high rankings among all California
counties on a variety of income measurements. As reported in the 1990 U.S. Census, the County ranked fifth in
terms of median family income($51,651),sixth in terms of median household income($45,087),and third in terms
of per capita income ($20,748). The medians for the State of California were $40,559(family income), $35,798
(household), and $16,409 (per capita).
Commercial Activity
Commercial activity forms an important part of Contra Costa County's economy, with total dollars
generated by taxable transactions rising by 15.9 percent between 1988 and 1991. Sales rose annually during that
period until the economic recession in California triggered a decline commercial activity in 1991 when sales fell
1.4 percent from 1990 levels. The data available for the first three quarters of 1992 indicate that the annualized
level of transactions may be slightly higher than in 1991.
TABLE 8
COUNTY OF CONTRA COSTA
TAXABLE TRANSACTIONS
1988 TO 1992
(IAT THOUSANDS)
1988 1989 1990 1991 1992
Apparel Stores $227,202 $250,721 $268,874 $270,580 $273,882
General Merchandise Stores 974,820 1,081,849 1,330,383 1,154,519 1,201,982
Specialty Stores 561,585 599,770 700,909 684,931 702,994
Food Stores 383,373 415,268 432,071 479,104 425,211
Packaged Liquor Stores 50,082 49,993 48,669 47,049 86,985
Eating and Drinking Places 465,809 474,132 513,257 533,763 546,431
Home Furnishings and Appliances 272,754 277,961 268,755 257,102 265,447
Building Materials and Farm Implements 404,283 480,531 497,273 443,869 432,665
Service Stations 451,661 414,623 528,802 481,101 519,478
Automotive and Vehicle
Dealers, Parts and Supplies 785,864 836,470 853,970 796,285 795,286
Total Retail Outlets $4,577,433 $4,881,318 $5,242,963 $5,148,303 $5,300,556
Business and Personal Services $246,422 $298,832 $333,588 $323,284 $308,261
All Other Outlets $1,539,235 $1,596,291 $1,888,513 $1,888,979 $1,956,354
Total All Outlets $6,363,090 $6,776,441 $7,465,064 $7,360,566 $7,565,171
Source: State Board of Equalization
19
Taxable transactions are skewed toward the largest cities in the County, where the concentration of retail
establishments is greatest. During 1992, the top five cities accounted for 51 percent of taxable transactions while
comprising only 45 percent of the County's population.
TABLE 9
COUNTY OF CONTRA COSTA
TAXABLE TRANSACTIONS OF TOP FIVE CITIES
(IN THOUSANDS)
1991 Taxable 1992 Taxable
City Transactions Transactions
Concord $1,467,383 $1,495,209
Walnut Creek 919,273 966,526
Richmond 737,520 740,439
Antioch 374,119 399,956
Pittsburg 241.654 288.944
TOTAL $3,739,949 $3,891,074
Source: State Board of Equalization.
Much of the County's commercial activity is concentrated in central business districts of the cities and
unincorporated towns. In addition, four regional shopping centers and numerous smaller centers serve County
residents. The regional centers located in the cities of Richmond, Concord, Walnut Creek and Antioch each are
anchored by at least three major department stores. The largest regional shopping center in the County is Sun
Valley Shopping Center which features 130 stores including Macy's, Sears, Penny's, Mervyn's and Emporium-
Capwell. In addition, two large discount warehouse stores (Costco and Price Club) are located in Richmond.
The County is served by all major banks including Bank of America National Trust and Saving Association,
Wells Fargo Bank, and First Interstate Bank. In addition there are numerous local banks and branches of smaller
California and foreign banks. There are over 30 savings and loan associations in the County, including Home
Savings, Great Western, San Francisco Federal and California Federal.
Construction Activity
While construction sectors in other counties continued to decline in California in 1992, building activity
increased in Contra Costa to its highest level since 1989. Building permit valuations increased 24 percent in 1992,
led by a resurgence in single-family home construction was little changed from the prior year.
20
The following table provides a summary of building permit valuations and number of new dwelling units
authorized in the County since 1981.
TABLE 10
COUNTY OF CONTRA COSTA
BUILDING PERMIT VALUATIONS 1981-1992
Valuation ($ millions) Number of New Dwelling Units
Residential Single Multiple
Year New Nonresidential Total Family Family Total
1981 $227,924 $205,905 $433,829 2,523 585 3,108
1982 201,256 218,496 419,752 1,930 858 2,788
1983 432,291 362,939 795,230 4,588 1,968 6,556
1984 408,562 445,003 853,565 4,162 2,255 6,417
1985 579,867 511,120 1,090,987 4,650 4,672 9,322
1986 808,639 325,046 1,133,685 6,186 6,766 12,952
1987 670,747 305,953 976,700 5,481 2,950 8,431
1988 785,925 214,201 1,000,126 5,853 2,171 8,024
1989 863,313 264,020 1,127,333 5,504 2,219 7,723
1990 560,193 252,443 812,636 3,132 1,149 4,281
1991 488,939 196,165 685,104 2,705 1,275 3,980
1992 638,714 207,099 845,812 3,279 614 3,893
Note: Totals may not be precise due to independent rounding
Sources: Data Resources Inc.: 1981-1988; Economic Sciences Corporation: 1989-1992.
In the last few years, office construction and leasing has been a much-publicized engine of the County's
economy, especially in the Bishop Ranch area of San Ramon along Interstate 680. It is estimated that over 8.5
million square feet of office space will be constructed in Bishop Ranch by 1996 and that the 585-acre park will be
the workplace for 26,000 employees. Six million square feet have already been completed,and are occupied by
companies such as Pacific Bell, Chevron Corporation, Toyota, United Parcel Service, American Express, and
Marriott Hotels. Bishop Ranch offers lower land and labor costs than San Francisco and the East Bay and is
surrounded by communities that provide a large labor pool to immigrating companies.
Transportation ;
Availability of a broad transportation network has been one of the major factors in the County's economic
and population growth. Interstate 80 connects the western County to San Francisco, Sacramento and points north
to Interstate 5,the major north-south highway from Mexico to Canada. Interstate 680 connects the central County
communities to the rest of the Bay Area via State Routes 4 and 24, the County's major east-west arteries.
On April 23, 1992, Northern California's largest freeway interchange reconstruction project began at the
intersection of Interstate 680 and Highway 24 in Walnut Creek. The $310 million project will add traffic lanes,
an elevated bypass, and redesigned access patterns. With the majority of the work being conducted at night, the
project is scheduled to finish in 1996.
In addition to private automobiles,ground transportation is available to county residents from the following
service providers:
21
• Central Contra Costa Transit Authority("CCCTA")provides local bus service to the central area
of the County including Walnut Creek, Pleasant Hill and Concord.
• Bay Area Rapid Transit ("BART")connects the County to Alameda County, San Francisco and
Daly City in San Mateo with two main lines, one from the San Francisco area to Richmond and
the other to the Concord/Walnut Creek area. In May, 1992, BART announced plans to extend
service to Pittsburg and Antioch in the eastern portion of the County. Construction of above-
ground access down the middle of Highway 4 and the widening of Highway 4 in the affected
region has commenced and will provide approximately 5,000 jobs during the construction period.
In addition, BART has ordered an additional eighty transit cars, fifty of which are expected to be
used in both the Pittsburg extension and the Dublin extension in a nearby county. The eighty
transit cars will be built in a former steel facility in Pittsburg,adding an estimated 200 to 500 jobs
in the County.
• AC Transit, a daily commuter bus service based in Oakland, provides local service and connects
Contra Costa communities to San Francisco and Oakland.
• Other bus and rail passenger service is provided by Greyhound, Trailways Bus, and Amtrak. In
1991, Amtrak introduced a special commuter line between Oakland and Sacramento that makes
several daily stops at the Martinez station.
• The Santa Fe and Southern Pacific Railroad's main lines service the County,both in the industrial
coastal areas and the inland farm section.
Commercial water transportation and docking facilities are available through a number of port and marina
locations in the County. The Port of Richmond on San Pablo Bay and several privately owned industrial docks on
both San Pablo and Suisun Bays serve the heavy industry located in the area.
The Port of Richmond in Contra Costa County consists of 33 deep water berths with piers, wharves and
docks in the Port area, and extensive on shore facilities to store, service and handle inbound and outbound cargoes.
Water access from the entrance to San Francisco Bay to Richmond is provided by the federally-maintained John F.
Baldwin Ship Channel. The Port facilities are located on approximately 600 acres of land immediately adjacent to
the Richmond harbor channels. The City owns approximately 300 acres landside, which include the seven marine
terminals which are leased,and operated by private lessors under lease contract with the Port. In addition to the
seven City owned terminals, the Port of Richmond has eleven privately owned and operated terminals. The largest
in terms of volume is the Chevron terminal which handles approximately $22 million metric tons of bulk liquid
petroleum products annually.
Major scheduled airline passenger and freight transportation for County residents is available at either
Oakland or San Francisco International Airports, located about 20 and 30 miles, respectively, from the County.
In addition there are two general aviation fields, one at Antioch and the other at Concord.
Agriculture
Ranking thirty-sixth among California counties in agricultural crop production in 1992, the County has
posted farm revenues between$61 and$70 million over the past five years. Output of fruit and nut crops has been
gradually increasing in importance in the County's agricultural sector, reflecting the productivity of farm land in
the eastern portions of the County near Brentwood. The value of agricultural production since 1988 is illustrated
in the table below.
22
TABLE 11
COUNTY OF CONTRA COSTA
AGRICULTURAL PRODUCTION, 1988-1992
1988 1989 1990 1991 1992
Nursery products $20,401,000 $21,594,000 $22,539,000 $23,464,000 $17,884,000
Livestock &poultry 5,975,000 4,652,000 7,045,000 5,262,500 4,065,100
Field crops 8,139,500 9,745,400 8,890,000 6,385,000 10,064,200
Vegetables & seed crops 14,506,600 13,947,000 12,390,400 16,722,000 16,234,270
Fruit and nut crops 8,058,557 9,821,900 8,566,100 12,756,100 13,191,100
Livestock, Apiary &
poultry products 4,410.095 5.424.920 5.637,060 5.328.833 5.569,350
Total $61,490,752 $65,185,220 $65,067,560 $69,918,443 $67,008,020
Source: Contra Costa County Department of Agriculture
Environmental Control Services
Water. The East Bay Municipal Utilities District("EBMUD")and the Contra Costa County Water District
("CCCWD") supply water to the County. EBMUD, the second largest retail water distributor west of the
Mississippi, supplies water to the western part of the County. Ninety-five percent of its supply is the
Mokelumne River stored at the 68 billion gallon capacity Pardee Dam. EBMUD is entitled to 325 million
gallons per day under a contract with the State Water Resources Control Board, plus an additional 325
million gallons per day under a contract with the U.S. Water and Power Resources Service (formerly the
U.S.Bureau of Reclamation). EBMUD does not plan to draw on its federal entitlement for the foreseeable
future.
CCCWD obtains its water from the Sacramento-San Joaquin Delta and serves 400,000 customers in
Concord, Pleasant Hill, Martinez, Clayton, Pittsburg and Antioch. It is entitled under a contract with the
U.S. Water and Power Resources Service to 195,000 acre-feet per year. Water sold has ranged between
80,000 and 110,000 acre-feet annually. In addition,a number of industrial users and several municipalities
draw water directly from the San Joaquin River under their own riparian rights, so that actual water usage
in the service area averages about 125,000 acre-feet annually.
Since 1987, and up until this year, Northern California experienced below average rainfall: Beginning as
early as 1989,EBMUD's and CCCWD's Boards of Directors implemented voluntary and mandatory water
conservation programs to compensate for short-term deficiencies in supply. The programs succeeded due
to vigorous public,information campaigns, the implementation of rate incentives and excess use charges,
the adoption of conservation ordinances, and the promotion of water reuse and reclamation for appropriate
purposes.
All of California has experienced above-average rainfall in the current rain season, resulting in EBMUD's
declaration in early 1993 that the drought is officially ended.
Sewer. Sewer services for the County are provided by approximately 20 sanitation districts and
municipalities. Federal and State environmental requirements, plus grant money available from these two
sources, have resulted in about 14 agencies upgrading, expanding and/or building new facilities.
Flood Control. The Contra Costa County Flood Control District has been in operation since 1951 to plan,
build, and operate flood control projects in unincorporated areas of the County except for the Delta area
23
on its eastern border. The Delta is interspersed with inland waterways which fall under the jurisdiction
of the U.S. Corps of Engineers and the State Department of Water Resources. The County has
experienced no major flooding in urbanized areas since October 1962. Having completed a number of
projects since its inception, the District is currently working on the West Antich Capacity Improvement
Project and recently awarded a construction contract for the Miranda Creek Project.
Education and Community Services
Graded public school education in the County is available through 9 elementary school districts, 2 high
school districts, and 7 unified school districts. These districts provide 121 elementary schools, 29 middle,junior
high, and intermediate schools, 23 high schools, and a number of preschool, adult school, and special education
facilities. In addition, there are 104 private schools with six or more students in the County. School enrollment
in the fall of 1992 numbered approximately 132,000 students in public school and 15,000 students in regular graded
private schools.
Higher education is available in the County through a combination of two-year community colleges and
four-year colleges. The Contra Costa County Community College District has campuses in Richmond, Pleasant
Hill and Pittsburg. California State University at Hayward opened a branch campus, called Contra Costa Center,
in the City of Pleasant Hill where late afternoon and evening classes in business, education and liberal arts are
offered. In addition, the California State University currently has a campus under construction in Concord. St.
Mary's College of California, a four-year private institution, is located on a 100-acre campus in Moraga. Also
located within the County, in Orinda,is John F.Kennedy University. In addition,County residents are within easy
commuting distance of the University of California at Berkeley.
There are nine privately operated hospitals and one public hospital in Contra Costa County, with a
combined total of 1,900 beds. There of the private hospitals are run by Kaiser Permanente, the largest health
maintenance organization in the United States. The public hospital is Merrithew Memorial Hospital, a 192-bed
facility that the County is currently preparing to replace on the existing campus in Martinez.
TAX MATTERS
In the opinion of Orrick Herrington&Sutcliffe, Bond Counsel, based upon an analysis of existing laws,
regulations, rulings, and court decisions, interest on the Bonds is excluded from gross income for federal income
taxes. Bond Counsel is also of the opinion that interest on the bonds is not a specific preference item for purposes
of the federal individual and corporate alternative minimum taxes, although Bonds Counsel observes that such
interest is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income.
A complete copy of the opinion of Bond Counsel is set forth in Appendix B hereto.
The Internal Revenue Code of 1986(the"Code")imposes various restrictions,conditions,and requirements
relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the
Bonds. The County has covenanted to comply with certain restrictions designed to assure that interest on the Bonds
will not be included in federal gross income, interest on the Bonds being included in federal gross income, possibly
from the date of issuance on the Bonds. The opinion of Bond Counsel has not undertaken to determine (or to
inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date
of issuance of the Bonds may adversely affect the tax status of the interest on the Bonds.
Certain requirements and procedures contained or referred to in the Paying Agent Agreement, the Tax
Certificate, and other relevant documents may be changed and certain actions (including, without limitation,
defeasance of the Bonds)may be taken or omitted under the circumstances and subject to the terms and conditions
set forth in such documents. Bond Counsel expresses no opinion as to any Bonds or the interest thereon if any such
24
change occurs or actions is taken or omitted upon the advise or approval of bond Counsel other than Orrick
Herrington & Sutcliffe.
Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income
for federal income tax purposes and is exempt from California personal income taxes, the ownership or disposition
of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Bondholder's federal or state tax
liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the
Bondholder or the Bondholder's other items of income or deduction. Bond Counsel expresses no opinion regarding
any such other tax consequences.
RATING
The Bonds have been rated "Aa" by Moody's Investor Service, Inc. This rating reflects only the views of
Moody's and does not constitute a recommendation to buy,sell or hold securities. Explanation of the significance
of the rating may be obtained from Moody's. The rating is subject to revision or withdrawal at any time by
Moody's and there is no assurance that the rating will continue for any period of time or that it will not be revised
or withdrawn. Any revision or withdrawal of the rating could have an adverse effect on the market price of the
Bonds.
LEGAL OPINION
Orrick,Herrington&Sutcliffe,San Francisco,California, Bond Counsel for the County in connection with
the issuance of the Bonds will render an approving opinion with respect to the Bonds in substantially the form
attached hereto as Appendix A. Bond Counsel undertakes no responsibility for the accuracy, completeness or
fairness of this Official Statement.
NO LITIGATION
There is no action, suit, or proceeding pending or, to the knowledge at the County Counsel, threatened,
restraining or enjoining the delivery of the Bonds or in any way contesting or affecting the validity of the Bonds
or any proceedings of the County taken with respect to the execution to delivery thereof.
UNDERWRITING
The County has agreed to sell the Bonds to Sutro&Co., Inc. (the "Underwriter"). The Underwriter has
agreed to purchase the Bonds from the County at a purchase price of$ (par amount of the Bonds less
underwriter's discount of$ ),plus accrued interest. The Underwriter will be obligated to purchase all
such Bonds if any such Bonds are purchased. The public offering prices of such Bonds may be changed from time
to time by the Underwriter.
MISCELLANEOUS
References are made herein to certain documents and reports which are brief summaries thereof which do
not purport to be complete or definitive and reference is made to such documents and reports for full and complete
statements of the contents thereof.
25 '
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or
not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that
any of the estimates will be realized.
All quotations from,and summaries and explanations of the Paying Agent Agreement and other documents
and statutes contained herein do not purport to be complete, and reference is made to said documents, Paying.Agent
Agreement and statutes for full and complete statements of their provisions.
This Official Statement is submitted only in connection with the sale of the Bonds by the County and may
not be reproduced or used in whole or in part for any other purpose. All estimates, assumptions, statistical
information and other statements contained herein,while taken from sources considered reliable, are not guaranteed
by the County. The information contained herein should not be construed as representing all conditions affecting
the County or the Bonds.
All information contained in this Official Statement pertained to the County has been furnished by the
County, and the execution and delivery of this Official Statement has been duly authorized by the County.
COUNTY OF CONTRA COSTA
By: /s/ Kenneth J. Corcoran
Auditor-Controller of the
County of Contra Costa
26
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APPENDIX A
[PROPOSED FORM OF BOND COUNSEL OPINION]
April _, 1994
Board of Supervisors
County of Contra Costa
Martinez, California
County of Contra Costa
County Service Area No. R-8
1994 Park and Open Space Refunding Bonds
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel in connection with the
issuance by the County of Contra Costa on behalf of County
Service Area No. R-8 (the "Issuer") of $ principal
amount of bonds designated "County of Contra Costa, County
Service Area No. R-8, 1994 Park and Open Space Refunding Bonds"
(the "Bonds") , pursuant to a resolution of the Board of
Supervisors of the Issuer (the "Board") adopted on March _, 1994
(the "Resolution") and a Paying Agent Agreement, dated as of
March 1, 1994 by and between the Issuer and Bank of America
National Trust and Savings Association, as paying agent (the
"Paying Agent Agreement") .
In such connection, we have reviewed the Resolution,
the Paying Agent Agreement, the Tax Certificate of the Issuer,
dated the date hereof (the "Tax Certificate") , certificates of
the Issuer, and others, an opinion of counsel to the Issuer and
such other documents, opinions and matters to the extent we
deemed necessary to render the opinions set forth herein.
Certain agreements, requirements and procedures
contained or referred to in the Resolution, the Paying Agent
Agreement, the Tax Certificate and other relevant documents may
be changed and certain actions (including, without limitation,
defeasance of Bonds) may be taken or omitted under the
circumstances and subject to the terms and conditions set forth
in such documents. No opinion is expressed herein as to any.Bond
or the interest thereon if any such change occurs or action is
A-1
taken or omitted upon the advice or approval of counsel other
than ourselves.
The opinions expressed herein are based on an analysis
of existing laws, regulations, rulings and court decisions and
cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or
events occurring after the date hereof. We have not undertaken
to determine, or to inform any person, whether any such actions
or events are taken or omitted or events do occur. Our
engagement with respect to the Bonds has concluded with their
issuance, and we disclaim any obligation to update this letter.
We have assumed the genuineness of all documents, and signatures
presented to us (whether as originals or as copies) and the due
and legal execution and delivery thereof by and validity against,
any parties other than the Issuer. We have not undertaken to
verify independently, and have assumed, the accuracy of the
factual matters represented, warranted or certified in the
documents, and of the legal conclusions contained in the opinion,
referred to in the second paragraph hereof. Furthermore, we have
assumed compliance with all covenants contained in the
Resolution, the Paying Agent Agreement and the Tax Certificate,
including (without limitation) covenants and agreements
compliance with which is necessary to assure that future actions,
omissions or events will not cause interest on the Bonds to be
included in gross income for federal income tax purposes. We
call attention to the fact that the rights and obligations under
the Bonds, the Resolution, the Paying Agent Agreement and the Tax
Certificate may be subject to bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium
and other laws relating to or affecting creditors' rights, to the
application of equitable principles, to the exercise of judicial
discretion in appropriate cases and to the limitations on legal
remedies against counties in the State of California. We express
no opinion with respect to any indemnification, contribution,
choice of law, choice of forum or waiver provisions contained in
the foregoing documents. Finally, we undertake no responsibility
for the accuracy, completeness or fairness of the Official
Statement or other offering material relating to the Bonds and
express no opinion with respect thereto.
Based on and subject to the foregoing and in reliance
thereon, as of the date hereof, we are of the following opinions:
1. The Bonds constitute valid and binding obligations
of the Issuer.
2. The Resolution has been duly and legally adopted
and constitutes a valid and binding obligation of the Issuer and
the Paying Agent Agreement has been duly executed and delivered
by the Issuer, and, assuming due authorization, execution and
delivery by the other party thereto, constitutes the valid and
binding obligation of the Issuer.
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3. The Board of the Issuer has power and is obligated
to levy ad valorem taxes for the payment of the Bonds and the
interest thereon upon all property within the boundaries of
Contra Costa County County Service Area No. R-8 subject to
taxation by the Issuer (except certain personal property which is
taxable at limited rates) , without limitation 'of rate or amount.
4. Interest on the Bonds is excluded from gross
income for federal income tax purposes under section 103 of the
Internal Revenue Code of 1986 and is exempt from State of
California personal income taxes. Interest on the Bonds is not a
specific preference item for purposes of the federal individual
or corporate alternative minimum taxes, although we observe that
interest on the Bonds is included in adjusted current earnings in
calculating corporate alternative minimum taxable income. We
express no opinion regarding the other tax consequences related
to the ownership or disposition of, or the accrual or receipt of
interest on, the Bonds.
Faithfully yours,
ORRICK, HERRINGTON & SUTCLIFFE
per
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