HomeMy WebLinkAboutMINUTES - 04221997 - C89 V TO: BOARD OF SUPERVISORS 5E--L.
Contra
FROM: J/ Costa
Phil Batchelor
._ County
DATE: April 22, 1997 s �
SUBJECT: 1997-1998 TAX AND REVENUE ANTICIPATION NOTE BORROWING PROGRAM
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
1. Adopt resolution prepared by the Bond Counsel authorizing the 1997-1998
Tax and Revenue Anticipation Note Borrowing Program and approving the
necessary documents.
2. Approve and authorize the sale of the Notes using a competitive sale and
authorize the County Administrator, in consultation with the financial
advisor and bond counsel, to retain the flexibility to proceed with a
negotiated sale if the market conditions require it.
3. Approve and authorize the County Administrator or his designee to carry
out the necessary actions to complete the 1997-1998 Tax and Revenue
Anticipation Note borrowing, including execution of necessary consultant
and service agreements.
4. Approve continuation of Fulbright & Jaworski, L.L.P. for the required
Disclosure Counsel for the issue at a fixed fee of $4,490.
5. Approve continuation of C.M. DeCrinis & Co. , Inc. as the Financial
Advisor for the issue for a fixed fee plus reimbursement of expenses
related to the issue. Jean Buckley from the DeCrinis firm has advised the
County on the Note issues for the past several years.
6. Approve continuation of U.S. Trust as the Trustee/Paying Agent for the
issue for a fee of $750.00 plus minor transaction fees.
7. Approve continuation of Orrick, Herrington & Sutcliffe as the Bond and
Tax Counsel for the issue at a fixed fee plus expenses.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON April 22 , 1997 APPROVED AS RECOMMENDED XX_ OTHER
VOTE OF SUPERVISORS
XX _ _ _ I HEREBY CERTIFY THAT THIS IS A TRUE
UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN
AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
ATTESTED April 22 , 1997
Contact: PHIL BATCHELOR,CLERK OF THE BOARD OF
cc: SEE PAGE 2 SUPERVISORS AND COUNTY ADMINISTRATOR
�Q I
BY DEPUTY
-2-
8. Direct that the property tax apportionment advances required under the
Teeter Plan be included in the Tax and Revenue Anticipation Note program
as was done for 1996-1997.
9. Direct, to the extent feasible and economically advantageous, that
requirements for the self-insurance and employee benefits programs be
included in the annual Note program borrowing.
FINANCIAL IMPACTS:
The annual program for Tax and Revenue Anticipation Note borrowing has become
an essential part of the cash management for the County. It is required in order
to meet the cash flow needs during the fiscal year. The expenses of the program
are paid from revenues generated by the program and revenues generated in
excess of the expenses are available to the General Fund. For the past two years
Contra Costa County has had the lowest borrowing rate for the Note program of
any county in California.
BACKGROUND:
The County has issued Notes for cash flow borrowing needs every year since
1979. During 1996 the County issued notes for $120,000,000. The amount of
borrowing is based upon the maximum cash flow deficit as projected by the
Auditor-Controller and is carefully regulated by the Internal Revenue Service.
It is essential that the proposed issue be reviewed by an expert, experienced tax
counsel in order to fully comply with the complex IRS rules. Orrick, Herrington
& Sutcliffe is a recognized leader in this area. They have many years of
experience with our County and are able to accomplish the legal work for a very
low fee.
The changes to the issuance requirements and market demands resulting from the
Orange County bankruptcy have required the county to include a Disclosure
Counsel and an outside Trustee/Paying Agent on the financing team for the past
two years. These services are at low cost and will be an on-going requirement.
The County, for the first time in 1996-1997, included in the TRAN program a
component to assist in the financing for the cash flow requirements of the Teeter
Plan. Under the Teeter Plan, which was pioneered in this County in 1951 by the
first County Administrator, Desmond Teeter, each taxing jurisdiction (county,
cities, schools, districts, etc.) receives 100% of the property taxes levied on
their behalf in the current fiscal year though a portion of these taxes may remain
delinquent. The amounts advanced in excess of actual collections have, in prior
years, been financed within the County Treasurer's pool of available cash
resources. The Treasurer is ultimately reimbursed when the delinquencies (plus
penalties and interest) are collected from the property owner or through proceeds
of a tax sale. Incorporation of the advances required under the Teeter Plan in
the Note Program has eliminated the internal borrowing procedure and generated
additional revenues of an estimated $300,000 to $500,000.
Studies have been underway for several months to include cash requirements for
the County self-insurance and employee benefit programs in the Note program to
achieve similar savings and to better manage cash flows. To the extent that it is
determined to economically advantageous these programs will be included in the
1997-1998 TRAN program.
The consultant team has been working with County staff for some time preparing
for the Tax and Revenue Anticipation Program and are proceeding with a planned
sale date of June 3, 1997.
Contact: D. Bell 335-1093
cc: County Administrator
Auditor-Controller
Treasurer-Tax Collector
C.M. DeCrinis & Co. , Inc. (via CAO)
Orrick, Herrington & Sutcliffe (via CAO)
Fulbright & Jaworski, L.L.P. (via CAO)
County Counsel
RESOLUTION NO. 9 7/2 0 7
OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA
CALIFORNIA
RESOLUTION APPROVING ISSUANCE AND SALE OF 1997-1998 TAX AND
REVENUE ANTICIPATION NOTES OF THE COUNTY; APPROVING FORMS AND
EXECUTION OF A TRUST AGREEMENT, OFFICIAL NOTICE OF SALE, NOTICE OF
INTENTION TO SELL NOTES AND CONTINUING DISCLOSURE CERTIFICATE;
APPROVING FORM OF AND DISTRIBUTION OF PRELIMINARY OFFICIAL
STATEMENT FOR THE SALE OF SAID NOTES; DELEGATING TO COUNTY
ADMINISTRATOR OR HIS DESIGNEE AUTHORIZATION TO AWARD BIDS FOR
SAID NOTES; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND
EXECUTION OF NECESSARY CERTIFICATES
WHEREAS, the County of Contra Costa (the "County") is a political
subdivision of the State of California;
WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of
the State of California (the "Government Code"), this Board of Supervisors (the 'Board") has
found and determined that the sum of not to exceed One Hundred Fifty Million Dollars
($150,000,000) is needed for the requirements of the County of Contra Costa (the "County")
to satisfy obligations payable from the General Fund and that it is necessary that said sum be
borrowed for such purpose at this time by the issuance of temporary notes (the "Notes")
therefor in one or more series in anticipation of the receipt of taxes, revenue and other
moneys to be received by the County for the General Fund of the County allocable to Fiscal
Year 1997-1998; and
WHEREAS, it appears, and the Board hereby finds and determines, that said
sum of One Hundred Fifty Million Dollars ($150,000,000), when added to the interest
estimated to be payable thereon, does not exceed eighty-five percent (85%) of the estimated
amount of the uncollected taxes, income, revenue, cash receipts and other moneys of the
County for the General Fund of the County attributable to Fiscal Year 1997-1998 and
available for the payment of the principal of and interest on the Notes;
WHEREAS, no money has heretofore been borrowed by the County through
the issuance of any temporary notes in anticipation of the receipt of, or payable or secured
by, taxes, income, revenue, cash receipts or other moneys of the County received or accrued
during or allocable to Fiscal Year 1997-1998;
SF2-71793.2
WHEREAS, the County proposes to enter into a Trust Agreement, dated as of
July 1, 1997, with U.S. Trust Company of California, N.A., as trustee (the "Trustee"), to
provide for the issuance and payment of the Notes;
WHEREAS, the County desires to authorize the issuance of the Notes in two
series, with an initial issuance of a first series of notes (the "Series A Notes") in the month
of July and an authorization to issue and sell a second series of notes (the "Series B Notes")
prior to January 1, 1998;
WHEREAS, the Series A Notes shall be sold to the highest bidder or bidders
pursuant to a competitive sale to be held on June 3, 1997 or on such earlier or later date as
is established by the County Administrator of the County in accordance with the terms of an
Official Notice of Sale for the Notes;
WHEREAS, a form of Official Statement describing the Notes and a form of
an Official Notice of Sale for the sale of the Notes will be distributed to potential purchasers
of the Notes and a form of Notice of Intention to Sell the Notes will be published in THE
BOND BUYER;
WHEREAS, this Board has been presented with the form of each document
hereinafter referred to, relating to the Notes, and the Board has examined and approved each
document and desires to authorize and direct the execution of such documents and the
issuance of the Notes;
WHEREAS, the County has full legal right, power and authority under the
Constitution and the laws of the State of California to enter into the transactions hereinafter
authorized; and
NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa
hereby finds, determines, declares and resolves as follows:
Section 1. Recitals. All of the recitals herein above set forth are true and
correct, and this Board so finds and determines.
Section 2. Trust Agreement. The proposed form of the Trust Agreement, to
be dated as of July 1, 1997, by and between the County and the Trustee (a copy of which is
on file with the Clerk of the Board of Supervisors), is hereby approved. The County
Administrator of the County (the "County Administrator") and the Clerk of the Board of
Supervisors, and their designees, are hereby authorized and directed to execute and deliver
the Trust Agreement in substantially said form, with such changes, additions, completions
and corrections therein as such officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 3. Sale of Notes. The proposed form of the Official Notice of Sale
for the Series A Notes, in substantially the form presented to this meeting (a copy of which
is on file with the Clerk of the Board), is hereby approved and adopted as the Official Notice
SF2-71793.2 2
of Sale for the Series A Notes, with such changes, additions, completions and corrections
therein as the County Administrator shall require or approve. All of the Series A Notes shall
be offered-for public sale in accordance with the Official Notice of Sale. C. M. de Crinis &
Co., Inc. (the "Financial Advisor") is hereby authorized and directed to cause to be mailed to
prospective bidders for the Series A Notes copies of said Official Notice of Sale, subject to
such changes, additions and completions as may be acceptable to the County Administrator.
The proposed form of the Notice of Intention to Sell Notes, in substantially the
form presented to this meeting (a copy of which is on file with the Clerk of the Board), is
hereby approved. The County Administrator is hereby directed to cause said Notice of
Intention to Sell to be published once, no later than 15 days before the date of sale of the
Series A Notes, in THE BOND BUYER, a financial publication generally circulated
throughout the State of California.
Sealed proposals shall be received by or on behalf of the County up to the
hour of 10:00 a.m. California time on June 3, 1997 or on such earlier or later date
determined by the County Administrator or his designee as set forth in the Official Notice of
Sale, for the purchase of the Series A Notes for cash at not less than their principal amount
and accrued interest thereon to the date of their delivery, the interest rate or rates (which
shall not exceed 7% per annum) to be designated in the bid or bids, the County
Administrator or his designee reserving the right to reject any and all bids, in accordance
with the terms and conditions of said Official Notice of Sale. The County Administrator or
his designee is hereby authorized to determine whether to accept partial bids in increments of
a specified denominational amount, such as $25,000,000, and to award the Series A Notes to
the highest responsible bidder or bidders resulting in the lowest net interest cost to the
County or to reject any or all bids. If the Series A Notes are awarded to more than one
bidder and at different rates of interest, each incremental amount of Notes of the same
interest rate shall be given a separate designation.
The County Administrator or his designee may, in his sole discretion, cancel
the public sale of the Series A Notes and negotiate for the sale of the Series A Notes with an
underwriter or underwriters, and enter into an agreement for the sale of the Series A Notes,
upon such terms and conditions as he shall deem appropriate.
The County Administrator or his designee is hereby authorized, subject to the
requirements of the Trust Agreement and upon a determination it is in the best interests of
the County, to sell the Series B Notes prior to January 1, 19989 by public or negotiated sale
at not less than their principal amount at the interest rate or rates not to exceed 7% per
annum.
Section 4. Official Statement for Notes. The proposed form of official
statement relating to the Series A Notes, in substantially the form presented to this meeting
(a copy of which is on file with the Clerk of the Board), is hereby approved with such
changes, additions, completions and corrections as the County Administrator or his designee
may approve. The Financial Advisor is hereby authorized to distribute such official
statement in preliminary form to the potential bidders for the Series A Notes and is hereby
SF2-71793.2 3
authorized and directed to deliver such official statement in final form to the purchasers of
the Series A Notes. The County Administrator or his designee is authorized to certify on
behalf of the County that the preliminary form of the official statement is deemed final as of
its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act
of 1934 (except for the omission of certain final pricing, rating and related information as
permitted by said Rule).
Section 5. Continuing Disclosure. The form of instrument, entitled
"Continuing Disclosure Certificate," to be dated as of its date of execution, in substantially
the form submitted to this meeting (a copy of which is on file with the Clerk of the Board),
is hereby approved. The County Administrator or his designee is authorized and directed to
execute and deliver an instrument in substantially said form, with such changes therein as
such officer executing such instrument may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 6. Approval of Actions. All actions heretofore taken by the officers
and agents of the County or the Board with respect to the sale and issuance of the Notes are
hereby approved, confirmed and ratified, and the officers of the County and the Board are
hereby authorized and directed, for and in the name and on behalf of the County, to do any
and all things and take any and all actions and execute any and all certificates, agreements
and other documents which they, or any of them, may deem necessary or advisable in order
to consummate the lawful issuance and sale of the Notes in accordance with this Resolution.
PASSED AND ADOPTED by the Board of Supervisors of the County of
Contra Costa, State of California, this 22nd day of April, 1997, by the following vote:
AYES: Supervisors Rogers , Uilkema, Gerber, Canciamilla, DeSaulnier
NOES: None
ABSENT: None
Chair of the Board of Supervisors
of the County of Contra Costa
(Seal)
Attest: Philip J. Batchelor, County Administrator
and Clerk of the Board of Supervisors of the
County of Contra Costa
By:
Deputy Clerk
SF2-71793.2 4
CLERK'S CERTIFICATE
I, JEANNE O. MAGLIO, Deputy Clerk and Chief Clerk of the Board of
Supervisors of the County of Contra Costa, hereby certify that the foregoing is a full, true
and correct copy of a resolution duly adopted at a meeting of the Board of Supervisors of the
County of Contra Costa duly and regularly held in Martinez, California, on April 22, 1997,
of which meeting all of the members of said Board had due notice.
I further certify that I have carefully compared the foregoing copy with the
original minutes of said meeting on file and of record in my office; that said copy is a full,
true and correct copy of the original resolution adopted at said meeting and entered in said
minutes; and that said resolution has not been amended, modified, rescinded or revoked in
any manner since the date of its adoption, and the same is now in full force and effect.
I further certify that an agenda of said meeting was posted at least 72 hours
before said meeting in the Lobby of 651 Pine St., Martinez, California, a location freely
accessible to the public and a brief general description of the resolution to be adopted at said
meeting appeared on said agenda.
IN WITNESS WHEREOF, I have executed this certificate and affixed the seal
of the Board of Supervisors of the County of Contra Costa hereto as of this6 th day of
May 1997.
By �-��
Deputy Clerk of and of
Supervisors of the County of
Contra Costa, State of California
[SEAL]
SP2-71793.2
AFFIDAVIT OF POSTING OF AGENDA
STATE OF CALIFORNIA )
) ss.
COUNTY OF CONTRA COSTA )
C. S. Turner hereby declares that [s]he is a citizen of the United
States of America, over the age of 18 years; that acting for the Board of Supervisors of the
County of Contra Costa [s]he posted on Apr. 17, 1997 in the Lobby of 651 Pine Street,
Martinez, California, a location freely accessible to members of the public, an agenda for the
regular meeting of the Board of Supervisors of Contra Costa County to be held on
April 22 , 1997, a copy of which is attached hereto.
Dated: Apr- 1, 1997
I declare under penalty of perjury that the
foregoing is true and correct.
SF2-71793.2
OH&S SECOND DRAFT
04/21/97
TRUST AGREEMENT
BY AND BETWEEN
COUNTY OF CONTRA COSTA
AND
U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
RELATING TO
COUNTY OF CONTRA COSTA, CALIFORNIA,
1997-1998 TAX AND REVENUE ANTICIPATION NOTES
Dated as of July 1, 1997
sF2-71558.2 40511-103-NiAC44/21i97
This TRUST AGREEMENT, dated as of July 1, 1997, by and between the
COUNTY OF CONTRA COSTA, a public body, corporate and politic, and a political
subdivision of the State of California (the "County"), and U.S. TRUST COMPANY OF
CALIFORNIA, N.A., a national banking association duly organized and existing under and
by virtue of the laws of the United States of America, as Trustee and Paying Agent (the
"Trustee");
WITNESSETH
WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of
the State of California (the "Government Code"), the Board of Supervisors (the "Board") of
the County has found and determined that the sum of not to exceed One Hundred Fifty
Million Dollars ($150,000,000) is needed for the requirements of the County to satisfy
obligations payable from the general fund and certain special reserve funds of the County
(collectively the "General Fund") and that it is necessary that said sum be borrowed for such
purpose by the issuance of temporary notes (the "Notes") therefor in one or more series in
anticipation of the receipt of taxes, revenue and other moneys to be received by the County
for the General Fund of the County allocable to Fiscal Year 1997-1998; and
WHEREAS, it appears that said sum of One Hundred Fifty Million Dollars
($150,000,000), when added to the interest estimated to be payable thereon, does not exceed
eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue,
cash receipts and other moneys of the County for the General Fund of the County attributable
to Fiscal Year 1997-1998 and available for the payment of the principal of and interest on the
Notes; and
WHEREAS, no money has heretofore been borrowed by the County through
the issuance of any temporary notes in anticipation of the receipt of, or payable or secured
by, taxes, income, revenue, cash receipts or other moneys of the County received or accrued
during or allocable to Fiscal Year 1997-1998; and
WHEREAS, pursuant to Section 53856 of the Government Code of the State
of California (the "Government Code"), certain revenues which will be received by the
County for the General Fund of the County and attributable to Fiscal Year 1997-1998 can be
pledged for the payment of the principal of and interest on the Notes;
WHEREAS, the County has authorized the issuance of the Notes in the
amount not to exceed $150,000,000;
WHEREAS, the execution and delivery of this Trust Agreement by and
between the County and the Trustee and the issuance of the Notes hereunder have in all
respects been duly and validly authorized by a resolution duly passed and approved by the
Board of Supervisors of the County; and
WHEREAS, the County represents that all acts, conditions and things required
by law to exist, to have happened and to have been performed precedent to and in connection
SF2-71558.2 40511-103-MAC-04121/97
with the execution and the entering into of this Trust 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 Trust Agreement;
Section 1. Authorization and Issuance. (A) Solely for the purpose of
anticipating taxes, income, revenues, cash receipts and other moneys to be received by the
County for the General Fund of the County allocable to Fiscal Year 1997-1998, and not
pursuant to any common plan of financing, the County hereby determines to and shall
borrow the aggregate principal sum of not to exceed One Hundred Fifty Million Dollars
($150,000,000), by the issuance of temporary notes in one or more series under Sections
53850 et seq. of the Government Code, designated the "County of Contra Costa, California,
1997-1998 Tax and Revenue Anticipation Notes". A first series of Notes labeled "Series A"
(the "Series A Notes") shall be issued pursuant hereto in the aggregate principle amount of
$ . A second series of Notes labeled "Series B" (the "Series B Notes") may
hereafter be issued prior to January 1, 1998, by supplement to this Trust Agreement in an
amount not to exceed $
(B) The Series A Notes shall be initially issued and registered as provided
in Section 7 hereof and otherwise shall be in the denomination of$5,000 or any integral
multiple thereof, and shall be dated the date of issuance thereof, shall mature (without option
of prior redemption) on July 1, 1998, and shall bear interest, payable at maturity and
computed on the basis of a 360-day year composed of twelve 30-day months, at the rate per
annum of %.
(C) Both the principal of and interest on the Notes shall be payable at
maturity in lawful money of the United States of America, only to the registered owners of
the Notes upon surrender thereof at the office of U.S. Trust Company of California, N.A.
(the "Trustee") in Los Angeles, California upon the maturity thereof. No interest shall be
payable on any Note for any period after maturity during which the registered owner thereof
fails to properly present such Note for payment.
(D) The Series B Notes shall be dated the date of issuance thereof, shall
mature (without option of prior redemption) not more than 12 months thereafter and shall
bear interest payable at maturity computed on the basis of a 360-day year composed of
twelve 30-day months at the rate or rates specified in the Supplemental Trust Agreement
related thereto. The issuance of the Series B Notes shall be subject to the following
conditions:
(1) Receipt of confirmation from Moody's Investors Service and Standard
& Poor's (each an "Agency") (if such respective rating agency rated the Series A
Notes) that the issuance of the Series B Notes will not cause a reduction or
withdrawal in such Agency's rating on the Series A Notes; and
(2) Receipt of an opinion of Bond Counsel to the effect that the interest on
the Series B Notes is excludable from gross income for federal income tax purposes.
s1na1558.2 2 40511-103-NMC-04121197
(E) At any time after the sale of a series of the Notes, the County shall
execute the Notes of such series for issuance hereunder and shall deliver them to the Trustee,
and thereupon such Notes shall be authenticated and delivered by the Trustee to the
purchaser thereof upon the written request of the County and upon receipt of payment
therefor from the purchaser thereof.
Section 2. Disposition of Proceeds of Notes. The County shall, immediately
upon receiving the proceeds of the sale of the Notes, place in the County General Fund
maintained in the County Treasury all amounts received from such sale. Such amounts held
in the County General Fund shall be invested as permitted by Section 53601 of the
Government Code provided that no such investments shall be invested in "reverse repurchase
agreements" permitted by subsection (i) of said Section 53601, and no such investments shall
have a maturity later than the date that it is anticipated that such amounts will be required to
be expended. Such amounts may be commingled with other funds of the County.
Amounts in the County General Fund attributable to the sale of the Notes shall
be withdrawn and expended by the County for any purpose for which the County is
authorized to expend funds from the General Fund of the County, but (except for costs
related to the issuance of the Notes) only after exhausting funds otherwise available for such
purposes (which are not restricted funds), and only to the extent that on any given day such
other funds are not then available, and for purposes of this section, otherwise available funds
excludes amounts that are held or set aside in a reasonable working capital reserve (as
described in the tax certificate of the County delivered upon issuance of the Notes and, in
any event, not exceeding five percent (5%) of the County's total working capital expenditures
from its available funds in fiscal year 1996-1997)). If on the date that is six months from the
date of issuance of a series of Notes all amounts attributable to the proceeds of such series of
Notes (including investment earnings thereon) have not been so expended, the County shall
promptly notify Orrick, Herrington & Sutcliffe LLP ("Bond Counsel") and, to the extent of its
power and authority, comply with the instructions from Bond Counsel as to the means of
satisfying the rebate requirements of Section 148 of the Internal Revenue Code of 1986 (the
"Code").
Section 3. Source of Payment. (A) The principal of and interest on the Notes
shall be payable from taxes, income, revenue, cash receipts and other moneys which are
received by the County for the General Fund of the County for the fiscal year 1997-1998 and
which are lawfully available for the payment of current expenses and other obligations of the
County (the "Unrestricted Revenues").
(B) As security for the payment of the principal of and interest on the
Notes, the County hereby pledges to transfer to the Trustee for deposit in trust in a special
fund designated as the "1997-1998 Tax and Revenue Anticipation Note Repayment Fund"
(the "Repayment Fund"), which fund the Trustee hereby agrees to establish and maintain
while any Notes are outstanding money or securities (eligible for investment pursuant to
Section 4(C) hereof): (i) an amount equal to 50% of the principal amount of the Notes from
the first Unrestricted Revenues received by the County during the accounting period
commencing on December 12, 1997 and ending January 13, 1998, inclusive (the "Sixth
sF2-71558.2 3 40511-103-MAC-02171197
Accounting Period"), and (ii) an amount equal to 50% of the principal amount of Notes from
the first Unrestricted Revenues received by the County during the accounting period
commencing on April 14, 1998 and ending May 12, 1998, inclusive (the "Tenth Accounting
Period"), together with an amount sufficient (net of anticipated earnings on moneys in the
Repayment Fund) (x) to satisfy and make up any deficiency in the Repayment Fund with
respect to the prior Accounting Period and (y) to pay the interest on the Notes at maturity.
The amounts pledged by the County for transfer to the Trustee for deposit into the
Repayment Fund from the Unrestricted Revenues received during each indicated accounting
period are hereinafter called the "Pledged Revenues."
(C) In the event that there have been insufficient Unrestricted Revenues
received by the County by the third business day prior to the end of any such Accounting
Period to permit the transfer to the Trustee for deposit into the Repayment Fund of the full
amount of the Pledged Revenues required to be deposited with respect to such Accounting
Period, then the amount of any deficiency in the Repayment Fund shall be satisfied and made
up from any other moneys of the County lawfully available for the payment of the principal
of the Notes and the interest thereon (all as provided in Sections 53856 and 53857 of the
Government Code) (the "Other Pledged Moneys") on such date or thereafter on a daily basis,
when and as such Pledged Revenues and Other Pledged Moneys are received by the County.
(D) The Repayment Fund shall be held by the Trustee, in trust, and applied
only for the purposes and as directed in the Trust Agreement. Any moneys deposited in the
Repayment Fund shall be for the benefit of the Owners of the Notes. All amounts in the
Repayment Fund shall be held by the Trustee as trustee and pledge holder for the benefit of
Owners of Notes.
Section 4. Pledged Revenues.
(A) The Pledged Revenues with respect to the accounting period in which
received shall be transferred by the Treasurer-Tax Collector of the County to the Trustee for
deposit in the Repayment Fund commencing the third business day of each respective
accounting period, and thereafter at intervals of no more than every five business days, and
applied as directed in this Trust Agreement; and the Other Pledged Moneys, if any, shall be
transferred by the Treasurer-Tax Collector of the County to the Trustee for deposit in the
Repayment Fund on the third business day prior to the end of such accounting period and on
each business day thereafter; until the full amount of the moneys required by Section 3(B)
has been so deposited in the Repayment Fund; provided that, if on the date that is six months
from the date of issuance of a series of Notes all amounts attributable to the proceeds of such
series of Notes (including investment earnings thereon) have not been expended in
accordance with Section 2, the amounts to be transferred to the Trustee for deposit in the
Repayment Fund during the accounting period in which received shall be transferred to the
Trustee for deposit as soon as received. The principal of and interest on the Notes constitute
a first lien and charge on, and shall be payable from, moneys in the Repayment Fund.
Moneys in the Repayment Fund shall be applied only as hereinafter in this Section 4
provided.
SF2-71558.2 4 40511-103-MAC-04/21197
(B) The Trustee shall use the moneys in the Repayment Fund on the
maturity date of the Notes to pay the principal of and interest on the Notes then due. Any
moneys remaining in the Repayment Fund after such payment, or after provision for such
payment has been made, shall be transferred by the Trustee to the County Treasurer-Tax
Collector for deposit in the General Fund of the County. If for any reason amounts in the
Repayment Fund are insufficient to pay both series of Notes in full, such amounts shall be
applied pro rata to the payment of each series of Notes based on the total principal of and
interest payable upon the Notes at the maturity thereof.
(C) Moneys in the Repayment Fund shall be invested by the Trustee upon
receipt of written direction from the County and as permitted by Section 53601 of the
Government Code, except that no moneys shall be invested in investments permitted by
subsection (i) (to the extent that subsection (i) applies to reverse repurchase agreements) of
said Section 53601, and no such investments shall have a maturity date later than the
maturity date of the Notes. The proceeds of any such investments shall be retained in the
Repayment Fund until payment of principal of and interest on the Notes (or provision
therefor) has been made in accordance with paragraph (B), at which time any excess amount
shall be transferred by the Trustee to the County Treasurer-Tax Collector for deposit in the
General Fund of the County.
Section 5. Execution of Notes. The Treasurer-Tax Collector of the County or
his designee is hereby authorized to execute the Notes by use of his manual or facsimile
signature, and the Clerk of the Board of Supervisors of the County or one of his assistants is
hereby authorized to countersign, by manual or facsimile signature, the Notes and to affix
the seal of the Board of Supervisors thereto by impressing the seal or by imprinting a
facsimile of the seal thereon. Said officers are hereby authorized to cause the blank spaces
in Exhibit A to be filled in as may be appropriate and to deliver the Notes to the Trustee.
In case any officer whose signature appears on the Notes shall cease to be such
officer before the delivery of the Notes to the purchaser thereof, such signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in office
until such delivery of the Notes.
Only those Notes bearing thereon a certificate of authentication and registration
in the form hereinbefore recited, executed manually and dated by the Trustee, shall be
entitled to any benefit, protection or security hereunder or be valid or obligatory for any
purpose, and such certificate of the Trustee shall be conclusive evidence that the Notes so
authenticated have been duly authorized, executed, issued and delivered hereunder and are
entitled to the benefit, protection and security hereof.
Section 6. Form of Notes and Certificate of Authentication and Registration.
The Notes shall be issued in fully registered form without coupons and the Notes and the
Certificate of Registration shall be substantially in the form and substance set forth in Exhibit
A attached hereto and by reference incorporated herein, the blanks in said form to be filled
in with appropriate words and figures.
sF2-71558.2 5 40511-103-MAC-04r21i97
Section 7. Use of Depository; Registration, Exchange and Transfer.
(A) The Depository Trust Company, New York, New York, is hereby
appointed depository for the Notes. The Depository Trust Company shall perform such
function pursuant to the Blanket Issuer Letter of Representation on file with the Trustee.
The Notes shall be initially issued and registered in the name of ".Cede & Co.," as nominee
of The Depository Trust Company, New York, New York and shall be evidenced by a single
Note. Registered ownership of each Note, or any portion thereof, may not thereafter be
transferred except as set forth in Section 7(B).
(B) The Notes shall be initially issued and registered as provided in Section
7(A) hereof. Registered ownership of the Notes, or any portions thereof, may not thereafter
be transferred except:
(i) to any successor of Cede & Co., as nominee of The Depository
Trust Company, or its nominee, or of any substitute depository designated pursuant to clause
(ii) of this subsection (B) ("Substitute Depository"); provided that any successor of Cede &
Co., as nominee of The Depository Trust Company or Substitute Depository, shall be
qualified under any applicable laws to provide the service proposed to be provided by it;
(ii) to any Substitute Depository not objected to by the County
Administrator of the County, upon (1) the resignation of The Depository Trust Company or
its successor (or any Substitute Depository or its successor) from its functions as depository,
or (2) a determination by the County Administrator of the County to substitute another
depository for The Depository Trust Company (or its successor) because the Depository
Trust Company (or its successor) is no longer able to carry out its functions as depository;
provided that any such Substitute Depository shall be qualified under any applicable laws to
provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (1) the resignation of
The Depository Trust Company or its successor (or any Substitute Depository or its
successor) from its functions as depository, or (2) a determination by the County
Administrator of the County to discontinue using The Depository Trust Company or a
depository.
(C) In the case of any transfer pursuant to clause (i) or clause (ii) of
subsection (B) of this Section 7, upon receipt of all outstanding Notes by the Trustee
(together, in the case of a successor paying agent appointed by the County, with a written
request of the County Administrator of the County to such successor paying agent .
designating the Substitute Depository), a single new Note, which the County shall prepare or
cause to be prepared, shall be executed and delivered, authenticated by the Trustee, and
registered in the name of any such successor to Cede & Co. or such Substitute Depository,
or their respective nominees, as the case may be, all as specified by the County
Administrator of the County or, in the case of a successor paying agent appointed by the
County pursuant to Section 10 hereof, as specified in the written request of the County
Administrator of the County. In the case of any transfer pursuant to clause (iii) of
SF2-71558.2 6 40511-103-MAC-04/21/97
Subsection (B) of this Section 7 upon receipt of all outstanding Notes by the Trustee
(together, in the case of a successor paying agent appointed by the County pursuant to
Section 10 hereof, with a written request of the County Administrator of the County to such
successor paying agent), new Notes, which the County shall prepare or cause to be prepared,
shall be executed and delivered in such denominations and registered in the names of such
persons as specified by the County Administrator of the County or, in the case of a successor
paying agent appointed by the County pursuant to Section 10 hereof, as are requested in such
written request of the County Administrator of the County, subject to the limitations of this
Section 7, provided that the Trustee shall deliver such new Notes as soon as practicable.
(D) The County and the Trustee shall be entitled to treat the person in
whose name any Note is registered as the owner thereof for all purposes of the Trust
Agreement and for purposes of payment of principal of and interest on such Note,
notwithstanding any notice to the contrary received by the Trustee or the County; and the
County and the Trustee shall not have responsibility for transmitting payments to,
communicating with, notifying, or otherwise dealing with any beneficial owners of the Notes.
Neither the County nor the Trustee shall have any responsibility or obligation, legal or
otherwise, to any such beneficial owners or to any other party, including The Depository
Trust Company or its successor (or Substitute Depository or its successor), except to the
owner of any Notes, and the Trustee may rely conclusively on its records as to the identity
of the owners of the Notes.
(E) Notwithstanding any other provision of this Trust Agreement and so
long as all outstanding Notes are registered in the name of Cede & Co. or its registered
assigns, the County and the Trustee shall cooperate with Cede & Co. or its registered
assigns, as sole registered owner, in effecting payment of the principal of and interest on the
Notes by arranging for payment in such manner that funds for such payments are properly
identified and are made available on the date they are due all in accordance with the Letter of
Representations, the provisions of which the Trustee may rely upon to implement the
foregoing procedures notwithstanding any inconsistent provisions herein.
(F) In the case of any transfer pursuant to clause (iii) of subsection (B) of
this Section, any Note may, in accordance with its terms, be transferred or exchanged for a
like aggregate principal amount in authorized denominations, upon the books required to be
kept by the Trustee pursuant to the provisions hereof, by the person in whose name it is
registered, in person or by his duly authorized attorney, upon surrender of such Note for
cancellation, and, in the case of a transfer, accompanied by delivery of a written instrument
of transfer, duly executed and in form approved by the Trustee.
Whenever any Note shall be surrendered for transfer or exchange, the County
shall execute and the Trustee shall authenticate and deliver a new Note or Notes of
authorized denominations, for a like aggregate principal amount of the same interest rate.
The Trustee shall require the owner requesting such transfer or exchange to pay any tax or
other governmental charge required to be paid with respect to such transfer or exchange.
SP2-71558.2 7 40511-103-1r1Ac-04i21i97
(G) The Trustee will keep or cause to be kept sufficient books for the
registration and transfer of the Notes, which shall at all times be open to inspection by the
County. Upon presentation for such purpose, the Trustee shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred,
on such books, Notes as hereinbefore provided.
(H) If any Note shall become mutilated, the County, at the expense of the
owner of such Note, shall execute, and the Trustee shall thereupon authenticate and deliver a
new Note of like series, tenor, interest rate and number in exchange and substitution for the
Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every
mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered to, or
upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the County and the Trustee and, if such
evidence be satisfactory to both and indemnity satisfactory to them shall be given, the
County, at the expense of the owner, shall execute, and the Trustee shall thereupon
authenticate, if required, and deliver a new Note of like series, interest rate, tenor and
number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such
Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the
Trustee may pay the same without surrender thereof). The Trustee may require payment by
the registered owner of a Note of a sum not exceeding the actual cost of preparing each new
Note issued pursuant to this paragraph and of the expenses which may be incurred by the
County and the Trustee. Any Note issued under these provisions in lieu of any Note alleged
to be lost, destroyed or stolen shall constitute an original additional contractual obligation on
the part of the County whether or not the Note so alleged to be lost, destroyed or stolen be at
any time enforceable by anyone, and shall be entitled to the benefits of this Trust Agreement
with all other Notes secured by this Trust Agreement.
All Notes surrendered for payment or registration of transfer, if surrendered to
any person other than the Trustee, shall be delivered to the Trustee and shall be promptly
cancelled by it. The County may at any time deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the County may have acquired
in any manner whatsoever, and all Notes so delivered shall promptly be cancelled by the
Trustee. No Note shall be authenticated in lieu of or in exchange for any Notes cancelled as
provided herein, except as expressly permitted hereunder. All cancelled Notes held by the
Trustee shall be disposed of as directed by the County.
Section 8. General Covenants. It is hereby covenanted and warranted by the
Board that all representations and recitals contained in this Trust Agreement are true and
correct and that the Board and the County, and their appropriate officials, have duly taken all
proceedings necessary to be taken by them, and will take any additional proceedings
necessary to be taken by them, for the levy, collection and enforcement of the taxes, income,
revenue, cash receipts and other moneys pledged hereunder in accordance with law and for
carrying out the provisions of:this Trust Agreement and the Notes.
sF2-71558.2 8 40511-103-Mnc-04/21/97
Section 9. Tax Covenants; Rebate Fund.
(A) The County covenants that it shall make all calculations in a reasonable
and prudent fashion relating to any rebate of excess investment earnings on the proceeds of
the Notes due to the United States Treasury, shall segregate and set aside from lawfully
available sources the amount such calculations may indicate may be required to be paid to the
United States Treasury and shall otherwise at all times do and perform all acts and things
necessary and within its power and authority, including complying with each applicable
requirement of Section 103 and Sections 141 through 150 of the Code and complying with
the instructions of Bond Counsel referred to in Section 2 hereof, to assure that interest paid
on the Notes shall, for the purposes of federal income taxes and California personal income
taxation, be excludable from the gross income of the recipients thereof and exempt from such
taxation. As part of the performance of the covenant contained in the preceding sentence,
promptly after six months from the date of the issuance of the Notes, the County will
reasonably and prudently calculate the amount of the Note proceeds which have been
expended, with a view to determining whether or not the County has met the requirements of
Section 148(f)(4)(B) of the Code with respect to the Notes, and if it has not met such
requirements, it will reasonably and prudently calculate the amount, if any, of investment
profits which must be rebated to the United States and will immediately set aside, from
revenues attributable to the 1997-1998 Fiscal Year or, to the extent not available from such
revenues, from any other moneys lawfully available, the amount of any such rebate in the
Fund referred to in paragraph (B) of this Section 9.
(B) The County shall establish and maintain a fund separate from any other
fund established and maintained hereunder designated as the "1997-1998 Tax and Revenue
Anticipation Note Rebate Fund". _ There shall be deposited in the Rebate Fund such amounts
as are required to be deposited therein in accordance with the written instructions from Bond
Counsel pursuant to Section 2 hereof.
(C) Notwithstanding any other provision of this Trust Agreement to the
contrary, upon the County's failure to observe, or refusal to comply with, the covenants
contained in this Section, no one other than the owners or former owners of the Notes or the
Trustee shall be entitled to exercise any right or remedy under this Trust Agreement on the
basis of the County's failure to observe, or refusal to comply with, such covenants.
(D) The covenants contained in this Section shall survive the payment of the
Notes.
(E) Notwithstanding any provision of this section, if the County shall
provide to the Trustee an opinion of Bond Counsel that any specified action required under
this section is no longer required or that some further or different action is required to
maintain the exclusion from gross income for federal income tax purposes of interest on the
Notes, the Trustee and the County may conclusively rely on such opinion in complying with
the requirements of this section, and the covenants hereunder shall be deemed to be modified
to that extent.
SF2-71558.2 9 40511-103-MAC-04/21/97
Section 10. Trustee. (A) U.S. Trust Company of California, N.A. is hereby
appointed as trustee and paying agent for the Notes. The County hereby directs and
authorizes the payment by the Trustee of the interest on and principal of the Notes when such
become due and payable, from the Repayment Fund in the manner set forth herein. The
County hereby covenants to transfer to the Trustee funds or securities for deposit in the
Repayment,Fund at the times and in the amounts specified herein to provide sufficient
moneys to pay the principal of and interest on the Notes on the day on which they mature.
Payment of the Notes shall be in accordance with the terms of the Notes and this Trust
Agreement.
(B) The Trustee is also appointed as registrar and upon the request of any
registered owner is authorized to record the transfer or exchange of Notes in accordance with
the provisions hereof.
(C) The Trustee shall be protected and shall incur no liability in acting or
proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request,
requisition, resolution, statement, telegram, voucher, waiver or other paper or document
which it shall in good faith believe to be genuine and to have been adopted, executed or
delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee
shall be under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument, but may accept and rely upon the same as
conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be
bound to recognize any person as an owner of any Notes or to take any action at the request
of any such person unless such Note shall be deposited with the Trustee or satisfactory
evidence of the ownership of such Note shall be furnished to the Trustee. The Trustee may
consult with counsel, who may be counsel to the County, with regard to legal questions, and
the opinion of such counsel shall be full and complete authorization and protection in respect
to any action taken or suffered by it hereunder in good faith in accordance therewith.
Whenever in the administration of its rights and obligations hereunder the
Trustee shall deem necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless prescribed) may be deemed to
be conclusively proved and established by a Certificate of the County, and such certificate
shall be full warrant to the Trustee for any action taken or suffered under the provisions
hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept
other evidence of such matter or may require such additional evidence as to it may seem
reasonable.
The recitals of facts herein and in the Notes contained shall be taken as
statements of the County, and the Trustee shall not assume responsibility for the correctness
of the same, or make any representations as to the validity or sufficiency of the Trust
Agreement or of the Notes or incur any responsibility in respect thereof, other than in
connection with the respective duties or obligations herein or in the Notes assigned to or
imposed upon it.
SF2-71558.2 10 40511-103-MAC-04/21/97
The Trustee has no obligation or liability to the owners of any Notes to make
payment of principal, premium, if any, or interest pertaining to the Notes except from
Pledged Revenues. No provision of this Trust Agreement shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the performance of its duties
hereunder, or in the exercise of any of its rights and powers, if it shall have reasonable
grounds for believing the repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
The Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Trust Agreement, and no implied covenants or obligations shall
be read in this Trust Agreement against the Trustee.
The Trustee shall not be liable with respect to any action taken by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it under this Trust Agreement.
The Trustee shall not be liable for any error of judgment made in good faith
by a responsible officer, unless it shall be proved that the Trustee was negligent or engaged
in.willful misconduct in ascertaining pertinent facts.
(D) The County shall pay the Trustee compensation for its services and
reimburse the Trustee for its advances and expenditures hereunder, including but not limited
to advances of and fees and expenses of accountants, agents, consultants, counsel, or other
experts employed by it in the exercise and performance of its rights hereunder.
The County shall indemnify and hold harmless the Trustee to the extent and in
the amounts provided by the laws of the State of California from and against claims,
damages and loss, liability, expense or advance incurred or made, in the absence of
negligence or wilful misconduct on the part of the Trustee, arising out of or in connection
with its performance of its duties hereunder.
The Trustee's rights to immunities and protection from liability hereunder and
its rights to payment of its fees and expenses shall survive its resignation or removal and the
final payment or defeasance of the Notes.
Section 11. Proceedings Constitute Contract. The provisions of the Notes and
of this Trust Agreement shall constitute a contract between the County and the registered
owners of the Notes, and such provisions shall be enforceable by mandamus or any other
appropriate suit, action or proceeding at law or in equity in any court of competent
jurisdiction, and, upon issuance of the Notes, shall be irrepealable.
Section 12. Governing Law. This Trust Agreement shall be construed and
governed in accordance with the laws of the State of California.
Section 13. Severability. If any one or more of the agreements, conditions,
covenants or terms contained herein required to be observed or performed by or on the part
S 2.71558.2 11 40511-103-MAC-04/21/97
of the County or the Trustee shall be contrary to law, then such agreement or agreements,
such condition or conditions, such covenant or covenants or such term or terms shall be null
and void and shall be deemed severable from the remaining agreements, conditions,
covenants and terms hereof and shall in no way affect the validity hereof or of the Notes,
and the owners of the Notes shall retain all the benefit, protection and security afforded to
them hereunder and under all provisions of applicable law. The County and the Trustee
hereby declare that they would have executed and entered into the Trust Agreement and each
and every other section, paragraph, subdivision, sentence, clause and phrase hereof and
would have authorized the issuance of the Notes pursuant hereto irrespective of the fact that
any one or more of the sections, paragraphs, subdivisions, sentences, clauses or phrases
hereof or the application thereof to any person or circumstance may be held to be
unconstitutional, unenforceable or invalid.
Section 14. Effective Date of Trust Agreement. This Trust Agreement shall
take effect upon its execution and delivery.
SF2-71558.2 12 40511-103-Mnc-04n1/97
Section 15. Execution in Counterparts. This Trust Agreement may be
executed in several counterparts, each of which shall be deemed an original, and all of which
shall constitute but one and the same instrument.
U.S. TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee and Paying Agent
By
Authorized Officer
COUNTY OF CONTRA COSTA
County Administrator of the
County of Contra Costa
Attest:
Chief Clerk of the Board of
Supervisors of the
County of Contra Costa
By:
SF2-71558.2 13 40511-103-Nrwc-04121197
EXHIBIT A
REGISTERED REGISTERED
No. R-1 $150,000,000
COUNTY OF CONTRA COSTA, CALIFORNIA,
1997-1998 TAX AND REVENUE ANTICIPATION NOTE, SERIES [A/B]
Rate of Interest: Note Date: Maturity Date: CUSIP No.:
% July 1, 1997 July 1, 1998
Registered Owner: CEDE & CO.
Principal Amount: ONE HUNDRED FIFTY MILLION DOLLARS
FOR VALUE RECEIVED, the County of Contra Costa (the "County"), State
of California, acknowledges itself indebted to and promises to pay to the Registered Owner
identified above, or registered assigns, at the office of U.S. Trust Company of California,
N.A. (the "Trustee"), the Principal Amount specified above, in lawful money of the United
States of America, on the Maturity Date specified above, together with interest thereon
payable at the maturity thereof, at the Rate of Interest per annum set forth above (computed
on the basis of a 360-day year composed of twelve 30-day months) in like lawful money
from the Note Date specified above until payment in full of said principal sum. The
principal of and interest on this Note shall be payable at the maturity hereof only to the
registered owner hereof upon surrender of this Note at the office of the Trustee as the same
shall fall due; provided, however, that no interest shall be payable for any period after
maturity during which the registered owner hereof fails to properly present this Note for
payment.
It is hereby certified, recited and declared that this Note is one of a series of
Notes of the Series specified above issued in the aggregate principal amount of$
and is part of an authorized issue of Notes entitled "County of Contra Costa, California,
1997-1998 Tax and Revenue Anticipation Notes" (the "Notes"), authorized in the aggregate
principal amount of One Hundred Fifty Million Dollars ($150,000,000), all of like tenor,
made, executed and given pursuant to the authority of Article 7.6 (commencing with Section
53850) of Chapter 4, Part 1, Division 2, Title 5 of the California Government Code and all
laws amendatory thereof or supplemental thereto, and under and pursuant to the provisions of
a Trust Agreement, dated as of July 1, 1997 (herein called the "Trust Agreement"), between
the Trustee and the County, authorizing the issuance of the Notes, and that all acts,
conditions and things required to exist, happen and be performed precedent to and in the
issuance of this Note have existed, happened and been performed in regular and due time,
sF2-71558.2 A-1 4os11-103-MAC-04/21/97
form and manner as required by law, and that this Note, together with all other indebtedness
and obligations of the County, does not exceed any limit prescribed by the Constitution or
statutes of the State of California. The Notes of each series shall be payable on a parity with
each other.
The principal of and interest on the Notes shall be payable from taxes, income,
revenue, cash receipts and other moneys which are received by the County for the General
Fund of the County for the fiscal year 1997-1998 and which are lawfully available for the
payment of current expenses and other obligations of the County (the "Unrestricted
Revenues"). As security for the payment of the principal of and interest on the Notes, the
County has pledged to transfer to the Trustee for deposit in the Repayment Fund (as defined
in the Trust Agreement): (i) an amount equal to 50% of the principal amount of the Notes
from the first Unrestricted Revenues received by the County during the accounting period
commencing on December 12, 1997 and ending January 13, 1998, inclusive (the "Sixth
Accounting Period"), and (ii) an amount equal to 50% of the principal amount of Notes from
the first Unrestricted Revenues received by the County during the accounting period
commencing on April 14, 1998 and ending May 12, 1998, inclusive (the "Tenth Accounting
Period"), together with an amount sufficient (net of anticipated earnings on moneys in the
Repayment Fund) (x) to satisfy and make up any deficiency in the Repayment Fund with
respect to the prior Accounting Period and (y) to pay the interest on the Notes at maturity
(such pledged amounts being hereinafter called the "Pledged Revenues"). In the event that
there are insufficient Pledged Revenues received by the County by the third business day
prior to the end of any such accounting period to permit the transfer to the Trustee for
deposit into the Repayment Fund of the full amount of the aforesaid moneys to be deposited,
then the amount of any deficiency in the Repayment Fund shall be satisfied and made up
from any other moneys of the County lawfully available for the payment of the principal of
and interest on the Notes (such other pledged moneys being hereinafter called the "Other
Pledged Moneys"). The Pledged Revenues and Other Pledged Moneys shall be transferred to
the Trustee for deposit in the Repayment Fund at the intervals specified in the Trust
Agreement. The principal of and interest on the Notes shall constitute a first lien and charge
on, and shall be payable from, moneys in the Repayment Fund.
This Note is transferable by the registered owner hereof in person or by such
owner's attorney duly authorized in writing at the office of the Trustee, but only in the
manner, subject to the limitations and upon payment of the charges provided in the Trust
Agreement, and upon surrender and cancellation of this Note. Upon such transfer a new
Note or Notes of authorized denominations and for the same aggregate principal amount will
be issued to the transferees in exchange herefor.
The County and the Trustee may deem and treat the registered owner hereof as
the absolute owner hereof for the purpose of receiving payment of or on account of principal
hereof and interest due hereon and for all other purposes, and neither the County nor the
Trustee shall be affected by any notice to the contrary.
This Note shall not be valid or become obligatory for any purpose until the
Certificate of Registration hereon shall have been signed by the Trustee.
SF2-71558.2 A-2 40511-103-MAC-04/21/97
IN WITNESS WHEREOF, the County of Contra Costa has caused this Note
to be executed by the manual or facsimile signature of its Treasurer-Tax Collector and
countersigned by the manual or facsimile signature of the Clerk of its Board of Supervisors
and caused the official seal of its Board of Supervisors to be impressed hereon, all as of the
Note Date specified above.
COUNTY OF CONTRA COSTA
By
Treasurer-Tax Collector
(SEAL)
Countersigned:
County Administrator and
Clerk of the Board of Supervisors
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION AND
REGISTRATION]
This Note is one of the Notes described in the within-mentioned Trust
Agreement, which Note has been authenticated and registered on the date set forth below.
Date of Authentication:
U.S. TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee and Paying Agent
By
Authorized Officer
SF2-71558.2 A-3 40511-103-MAC-04121/97
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
(insert Social Security Number or taxpayer identification
number) the within-mentioned registered Note and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the same on the books of the
Trustee with full power of substitution in the premises.
Dated:
Signature
NOTE: The signature to the
assignment must correspond to the
name as written on the face of this
Note in every particular, without
any alteration or change
whatsoever.
Signature Guaranteed By:
NOTE: The signature to
the assignment must be
guaranteed by a member
firm of the New York Stock
Exchange or a commercial
bank or trust company.
[FORM OF DTC LEGEND]
Unless the certificate is presented by an authorized representative of The
Depository Trust Company to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
since the registered owner hereof, Cede & Co., has an interest herein.
SF2-71558.2 40511-103-MAC-04/21/97
OH&S Draft
04/21/97
NOTICE OF INTENTION TO SELL
$150,000,000 °
COUNTY OF CONTRA COSTA, CALIFORNIA
1997-1998 TAX AND REVENUE ANTICIPATION NOTES, SERIES A
NOTICE IS HEREBY GIVEN that the Board of Supervisors of the County of Contra Costa(the"County"),
State of California,intends to offer for public sale on Tuesday,June 3, 1997, at the hour of 10:00 a.m., local time,
at the offices of Bond Counsel, Orrick, Herrington&Sutcliffe LLP, 400 Sansome Street, San Francisco, California
94111, $150,000,000* principal amount of tax and revenue anticipation notes of the County of Contra Costa
designated "County of Contra Costa, California, 1997-1998 Tax and Revenue Anticipation Notes, Series A" (the
"Notes"). The County reserves the right to postpone to a later date in June said public sale date or to change the
principal amount by announcing such postponement or change by Munifacts News Service no later than 24 hours
prior to 10:00 a.m. local time on June 3, 1997. If no legal bid or bids are received for the Notes on June 3, 1997
(or such other date as is established by Munifacts News Service) at the time and place specified, bids will be
received for the Notes at the same place and at such time as shall be designated by Munifacts News Service. As
an accommodation to bidders, telephonic or fax notice of the postponement of the sale date will be given to any
bidder requesting such notice from C. M. de Crinis & Co., Inc., the County's Financial Advisor: Attn. Jean
Buckley (415) 339-8944. Failure of any bidder to receive such Munifacts, telephonic or fax notice shall not affect
the legality of the sale.
NOTICE IS HEREBY FURTHER GIVEN that the Notes will be offered for public sale subject to the terms
and conditions of the Official Notice of Sale for the Notes, dated , 1997, and copies of said Official
Notice of Sale and the Official Statement relating to the Notes will be furnished upon request to C. M. de Crinis
& Co., Inc., 3000 Bridgeway, Suite 206, Sausalito, California 94965.
Dated: , 1997.
/s/Philip J. Batchelor
County Administrator and Clerk
of the Board of Supervisors,
County of Contra Costa, State of California
* Preliminary - subject to change
SF2-719'73.2
OFFICIAL NOTICE OF SALE
AND
BID FORM
COUNTY OF CONTRA COSTA
STATE OF CALIFORNIA
$_,000,000'
1997-1998 TAX AND REVENUE ANTICIPATION NOTES, SERIES A
DATE OF SALE
JUNE 3, 1997
10:00 A.M., LOCAL TIME
BIDS TO BE RECEIVED AT THE OFFICES OF
BOND COUNSEL
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
Preliminary - subject to change.
SF2-71796.2
OFFICIAL NOTICE OF SALE
$_,000,000'
COUNTY OF CONTRA COSTA, CALIFORNIA
1997-1998 TAX AND REVENUE ANTICIPATION NOTES
NOTICE IS HEREBY GIVEN that sealed proposals will be received and
opened on behalf of the County of Contra. Costa (the "County") at the place and up to the
time specified below:
TEWE: 10:00 a.m. local time on Tuesday, June 3, 1997, or at such later
date as shall be established by the County Administrator of the
County or his designee (the "County Administrator") and
communicated through Munifacts News Service not less than 24
hours prior to the time bids are to be received. If no legal bid or
bids are received for the Notes on June 3, 1997 (or such other date
as is communicated by Munifacts News Service) at the time and
place specified, bids will be received at the same time and place
specified on such other date as shall be designated by Munifacts
News Service.
As an accommodation to bidders, telephonic or fax notice of the
postponement of the sale date or change in the principal amount
will be given to any bidder requesting such notice by request
directed to the County's Financial Advisor, C. M. de Crinis &
Co., Inc., 3000 Bridgeway, Suite 206, Sausalito, California 94965;
Attn. Jean Buckley (Phone - (415) 339-8944). Failure of any
bidder to receive such Munifacts, telephonic or fax notice shall not
affect the legality of the sale.
PLACE: Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
2nd Floor, Conference Room A
San Francisco, California 94111
MAIL BIDS: Mailed bids should be addressed to:
County of Contra Costa
c/o Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
Attn: Thomas R. Shearer, Jr.
Preliminary - subject to change.
SF2-71796.2
for the purchase of $_,000,000'' principal amount of 1997-1998 Tax and Revenue
Anticipation Notes, Series A (the "Notes") of the County of Contra Costa pursuant to a Trust
Agreement (the "Trust Agreement") to be entered into by the County and U.S. Trust
Company of California, N.A. (the "Trustee"). Copies of the Trust Agreement will be
furnished to any interested bidder upon request to County Administrator, County of Contra
Costa, 651 Pine Street, 11th Floor, Martinez, CA 94553-0063, (510) 335-1086, Attn:
Philip J. Batchelor.
BOOK-ENTRY ONLY: The Notes shall be issued in registered form by
means of a book entry system with no distribution of note certificates made to the public.
One Note certificate representing the Note issue will be issued to The Depository Trust
Company, New York, New York ("DTC") registered in the name of Cede & Co., its
nominee. The book-entry system will evidence ownership of the Notes in the principal
amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on
the records of DTC.
MATURITY: The Notes will be dated the date of issuance thereof, will pay
interest at the maturity thereof and will mature on July 1, 1998.
PREPAYMENT: The Notes are not subject to prepayment prior to maturity.
PURPOSE: The proceeds of the sale of the Notes will provide moneys to
help meet current (fiscal year 1997-1998) County expenditures, including current expenses,
capital expenditures and the discharge of other obligations or indebtedness of the County.
ADDITIONAL NOTES: The County has authorized the issuance of
additional parity notes (the "Series B Notes") up to an aggregate principal amount with the
Series A Notes of$150,000,000.
SECURITY: The principal amount of the Notes and Series B Notes, together
with interest thereon, shall be payable from taxes, income, revenue, cash receipts and other
moneys which are received by the County for the General Fund of the County attributable to
the fiscal year 1997-1998 and which are lawfully available for the payment of current
expenses and other obligations of the County (the "Unrestricted Revenues"). The Notes and
Series B Notes are secured by the County's pledge to transfer to the Trustee for deposit in
trust in a special fund designated as the "1997-1998 Tax and Revenue Anticipation Note
Repayment Fund" (the "Repayment Fund") specific amounts on specific dates. Bidders are
referred to the Trust Agreement and the Official Statement for further information.
CONTINUING DISCLOSURE: The County will deliver to the accepted
bidder or bidders a Continuing Disclosure Certificate in connection with the issuance of the
Notes in which, among other things, the County covenants to provide notice of certain
material events to nationally recognized municipal securities information depositories.
Preliminary - subject to change.
Sn-71796.2 2
LEGAL OPINION -- DISCLOSURE COUNSEL: The accepted bidder or
bidders will receive a disclosure opinion from Fulbright & Jaworski L.L.P., Los Angeles,
California regarding the Official Statement. A copy of the proposed form of disclosure
opinion can be obtained upon request from the County's Financial Advisor.
LEGAL OPINION -- TAX EXEMPT STATUS: The Notes will be issued
subject to the approving legal opinion of Orrick, Herrington & Sutcliffe LLP ("Bond
Counsel") of San Francisco, California, approving the validity of the Notes and stating that,
in the opinion of Bond Counsel, based on an analysis of existing laws, regulations, rulings,
and court decisions, and assuming, among other matters, compliance with certain covenants,
interest on the Notes 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. A copy of the proposed opinion of Bond Counsel is set forth in
Appendix C of the Official Statement.
FORM OF BID -- NO DISCOUNT: The bids may be for all or part (in
increments of $25,000,000) of the Notes hereby offered for sale. Bids for less than all of the
issue are required to be made in increments of $25,000,000 and no bid for less than
$25,000,000 principal amount of Notes will be entertained. Awards will be made in
increments of $25,000,000 up to $ with the remainder to be then awarded. Each
bid shall state the purchase price, which shall not be less than par, and the interest rate,
which shall not exceed 7% per annum, and together with the bidder's good faith check
described herein (unless a Financial Surety Bond is furnished pursuant to "BID CHECK OR
BOND"), must be enclosed in a sealed envelope addressed to the County with the envelope
and bid clearly marked "Proposal for Purchase of County of Contra Costa, California, 1997-
1998 Tax and Revenue Anticipation Notes." Each bid must be in accordance with the terms
and conditions set forth in this Official Notice of Sale.
INTEREST RATE: Interest with respect to the Notes will be computed on
the basis of a 360-day year and a 30-day month and accrues from the date of issuance of the
Notes. Interest on the Notes is payable at the maturity of the Notes. In connection with the
bid submitted for the Notes, (1) each bidder must bid an interest rate in a multiple of one
one-thousandth.of.one percent (1/1000 of 1%) per annum, which rate must be less than 7%
per annum; (2) interest with respect to a Note shall be computed from the date of issuance
thereof (expected to be July 1, 1997) to the stated maturity date of July 1, 1998, at the
interest rate specified in the bid; (3) the same interest rate shall apply to all Notes (within the
specified $25,000,000 increments); and (4) any premium must be paid as part of the
purchase price, and no bid will be accepted which contemplates the waiver of any interest or
other concession by the bidder as a substitute for payment in full of the purchase price.
BEST BID: The Notes will be awarded to the best responsible bidder or
bidders, considering the rate specified and the premium offered, if any, in increments of
$25,000,000 up to $_,000,000, and the remainder out of the next best $25,000,000 until
all $_,000,000 of Notes have been awarded. Therefore, a bidder may be awarded Notes
in an amount which is less than that requested by such bidder. The highest bid or bids will
be determined by deducting the amount of the premium bid, if any, from the total amount of
interest which would be required to be paid with respect to the $25,000,000 incremental
sr2-71796.2 3
amount of Notes (or lesser final amount) from July 1, 1997 to their maturity date at the
interest rate specified in the bid, and the award will be made on the basis of lowest net
interest cost.
RIGHT OF REJECTION: The County reserves the right, in its sole
discretion, to reject any and all bids and to waive any irregularity or informality in any bid.
PROMPT AWARD: The County Administrator or his designee will take
action awarding the Notes or rejecting all bids not later than twenty-six (26) hours after the
expiration of the time herein prescribed for the receipt of proposals, unless such period for
award is waived by the successful bidder or bidders. Notice of the award will be given
promptly to the successful bidder or bidders.
DELIVERY AND PAYMENT: Delivery of the Notes through DTC is
expected to be made to the successful bidder on or about July 1, 1997. Payment for the
Notes must be made in Federal Reserve Bank funds or other immediately available funds.
Any expense in providing immediately available funds, whether by transfer of Federal
Reserve Bank funds or otherwise, shall be borne by the purchaser.
CERTIFICATE REGARDING REOFFERING PRICE: As soon as
practicable, but not later than the delivery date of the Notes, the successful bidder or bidders
for each accepted bid must submit to the County a certificate or certificates specifying the
reoffering price at which at least 10% of the Notes of such bid or bids were sold (or were
offered in a bona fide public offering and as of the date of award of the Notes to the
successful bidder were reasonably expected to be sold) to the public. Such certificate or
certificates shall be in form and substance satisfactory to Bond Counsel and shall include
such additional information as may be requested by Bond Counsel.
RIGHT OF CANCELLATION: The successful bidder or bidders shall have
the right, at their option, to cancel the contract of purchase if the County shall fail to execute
the Notes and tender the same on or before sixty days after the award thereof, and in such
event the successful bidder or bidders shall be entitled to the return of the deposit
accompanying the bid.
BID CHECK OR BOND: A Good Faith Deposit ("Deposit") in the form of
a certified or cashier's check or a bid bond ("Financial Surety Bond"), in the amount of two
hundred fifty thousand dollars ($250,000) payable to the order of the County, must
accompany each proposal as a guarantee that the bidder, if successful, will accept and pay
for the Notes in accordance with the terms of the bid. If a check is used, it must accompany
the bid and be drawn on a bank or trust company having an office in San Francisco or
Los Angeles, California. If a Financial Surety Bond is used, it must be from a pre-qualified
insurance company whose claims paying ability is rated in the highest rating category by
Moody's Investors Service or Standard & Poor's, and is licensed to issue such a bond in the
State of California. The form of such Financial Surety Bond is subject to prior approval by
Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel, and such
form must be submitted to C. M. de Crinis & Co., Inc., the Financial Advisor, prior to the
opening of proposals. Such Financial Surety Bond must provide that the surety shall make
SF2-71796.2 4
payment of the full amount of the Deposit by wire transfer to the County within 24 hours of
the receipt of written notice from either the County or the Financial Advisor that the bidder
has failed to submit the Deposit as required by this Official Notice of Sale. The Financial
Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety
Bond. If the Notes are awarded to a bidder utilizing a Financial Surety Bond, then the
purchaser ("Purchaser") is required to submit its Deposit to the County in the form of a
certified or cashier's check or wire transfer not later than 3:30 p.m., California time, on the
next business day following the award. If such Deposit is not received by that time, the
Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The
Deposit shall be cashed by the County and shall then be applied toward the purchase price of
the Notes. If after the award of the Notes the successful bidder or bidders fail to complete
their purchase on the terms stated in their proposal, the Deposit will be retained by the
County. The checks accompanying unaccepted proposals will be returned promptly. No
interest on the Deposit will accrue to any bidder.
STATEMENT OF NET INTEREST COST: Each bidder is requested, but is
not required, to state in its bid the net interest cost in dollars, which shall be considered as
informative only and not binding.
OFFICIAL STATEMENT: The County will approve a Preliminary Official
Statement relating to the Notes, which will be "deemed final" by the County for purposes of
SEC Rule 15c2-12, except for the omission of certain pricing and related information, and
has authorized the use of the final Official Statement in connection with the sale of the
Notes. Up to three hundred copies of the final Official Statement will be supplied to the
purchaser or purchasers of the Notes for this purpose at the expense of the County.
RESALE IN OTHER STATES: The successful bidder or bidders will
assume responsibility for taking any action necessary to qualify the Notes for offer and sale
in jurisdictions other than California, and for complying with the laws of all jurisdictions on
resale of the Notes, and shall indemnify and hold harmless the County and its officials and
supervisors from any loss or damage resulting from any failure to comply with any such law.
CALIFORNIA DEBT ADVISORY COMMISSION: The successful bidder
or bidders will be required, pursuant to State law, to pay any fees to the California Debt
Advisory Commission ("CDAC"). CDAC will invoice the successful bidder or bidders after
the delivery of the Notes.
RATINGS IN EFFECT: Each proposal will be understood to be conditioned
upon their being in place at the date of delivery of the Notes a rating or ratings at least as
high as the rating or ratings, if any, as were in place with respect to the Notes at the time
fixed for receiving bids.
CHANGE IN TAX-EXEMPT STATUS: At any time before the Notes are
tendered for delivery, the successful bidder or bidders may disaffirm and withdraw its
proposal if the interest received by private holders of obligations of the same type and
character as the Notes (as determined by Bond Counsel) shall be declared to be includable in
SF2-71796.2 5
gross income under present federal income tax laws, either by a federal court, or by
legislation enacted subsequent to the date of this Official Notice of Sale.
CLOSING DOCUMENTS: Each proposal will be understood to be
conditioned upon the County's furnishing to the accepted bidder or bidders, without charge,
concurrently with payment and delivery of the Notes, the following closing papers, each
dated the date of such delivery:
(a) Legal Opinion: The legal opinion of Orrick, Herrington & Sutcliffe
LLP, Bond Counsel, described in this Official Notice of Sale under the heading
"Legal Opinion -- Tax Exempt Status."
(b) No Litigation Certificate: Certificate of the County that there is no
litigation pending concerning the validity of the Notes, the existence of the County or
the entitlement of the County Officers thereof to their respective offices except as set
forth in the Official Statement.
(c) Certificate: A certificate of an official of the County stating that as of
the date thereof, to the best of the knowledge and belief of said official, the Official
Statement does not contain an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they are made, not misleading.
(d) Receipt: A receipt of the County showing that the purchase price of
the Notes has been received by the County.
(e) Disclosure Opinion: The legal opinion of Fulbright & Jaworski
L.L.P., Disclosure Counsel, described in this Official Notice of Sale under the
heading "Legal Opinion - Disclosure Counsel".
(f) Continuing Disclosure Certificate: The Certificate described in this
Official Notice of Sale under the heading "Continuing Disclosure."
sF2-717%.2 6
ADDITIONAL INFORMATION: A copy of said Preliminary Official
Statement and any other information concerning the proposed financing will be furnished
upon request to either the financial advisor to the County, C. M. de Crinis & Co., Inc.,
3000 Bridgeway, Suite 206, Sausalito, California 94965, (415) 339-8944, or the Office of the
County Administrator of the County, (510) 335-1086.
Dated: , 1997.
COUNTY OF CONTRA COSTA
By /s/ Philip J. Batchelor
County Administrator and
Clerk of the Board of Supervisors,
County of Contra Costa,
State of California
SF2-71796.2 7
BID FORM
PROPOSAL FOR THE PURCHASE OF
COUNTY OF CONTRA COSTA, CALIFORNIA
1997-1998 TAX AND REVENUE ANTICIPATION NOTES
, 1997
Mr. Philip J. Batchelor
County Administrator
County of Contra Costa
c/o C. M. DE CRINIS & CO., INC.
3000 Bridgeway, Suite 206
Sausalito, California 94965
Attn.: Jean Buckley
Dear Sir:
Pursuant to the Official Notice of Sale, dated , 1997, and in accordance with all terms
and conditions of your Official Notice of Sale for the sale of the County of Contra Costa, California,
1997-1998 Tax and Revenue Anticipation Notes (the "Notes"), we offer to purchase the Notes, to be
dated the date of issuance thereof(July 1, 1997) and to mature on July 1, 1998, in the principal
amount set forth below (as a whole in the amount of$`,000,000 or in part in increments of
$25,000,000), as follows:
Principal Amount Premium Interest Rate
This proposal is made subject to all the terms and conditions of the Official Notice of Sale
dated , 1997, all of which terms and conditions are made a part hereof as though
set forth in full in this proposal.
This proposal is subject to acceptance within twenty-six (26) hours after the expiration of the
time for the receipt of proposals, as provided pursuant to said Official Notice of Sale.
SF2-71796.2
Bid Purchase Proposal
County of Contra Costa
1997-1998 TRANS
Page 2
Check One:
❑ There is enclosed herewith a certified or cashier's check for $250,000 payable to the
order of the County of Contra Costa; or
❑ We have obtained a Financial Surety Bond in the amount of$250,000 payable to the
County of Contra Costa.
Our calculation, made as provided in the Official Notice of Sale, but not constituting any part
of this proposal, of the net interest cost with respect to each $25,000,000 increment of Notes
is as follows:
Total Interest $
Less Premium ( )
Net Interest Cost $
We understand that bids will be awarded in increments of $25,000,000 up to $_,000,000
and then the remainder will be awarded out of the next $25,000,000 bid so that all
$^,000,000 of Notes are awarded. Therefore, we may be awarded Notes in an amount
which is less than that requested by us.
We represent that we have full and complete authority to submit this bid on behalf of our
bidding syndicate and that the undersigned will serve as the lead manager for the group if the
Notes are awarded pursuant to this bid.
Respectfully submitted,
(Firm)
(Authorized Signature)
SF2-71796.2
Bid Purchase Proposal
County of Contra Costa
1997-1998 TRANS
Page 3
Address:
Telephone #:
Telecopy #:
If this proposal is not accepted, the good faith check should be returned to the following:
Name:
Address:
Following is a list of the members of our account on whose behalf this bid is made:
SF2-71796.2
CONTINUING DISCLOSURE CERTIFICATE
COUNTY OF CONTRA COSTA, CALIFORNIA
1997-1998 TAX AND REVENUE ANTICIPATION NOTES, SERIES A
This Continuing Disclosure Certificate (the "Disclosure Certificate") is
executed and delivered by the County of Contra Costa, California (the "County") in
connection with the issuance of$_,000,000 aggregate principal amount of its County of
Contra Costa 1997-1998 Tax and Revenue Anticipation Notes, Series A (the "Notes")
pursuant to Resolution No. 97/ authorizing the issuance of the Notes adopted by the
Board of Supervisors of the County on , 1997 (the "Resolution"); and in
connection therewith the County covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. The Disclosure
Certificate is being executed and delivered by the County for the benefit of the registered
owners of the Notes and in order to assist the underwriter of the Notes in complying with
S.E.C. Rule 15c2-12.
SECTION 2. Definitions. In addition to the definitions set forth above and in
the Resolution, which apply to any capitalized term used in the Disclosure Certificate unless
otherwise defined in this section, the following capitalized terms shall have the following
meanings:
"Beneficial Owner" shall mean any person which has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Note or
Notes, including persons holding Notes through nominees or depositories.
"Holders" shall mean either the registered owners of the Notes, or, if the
Notes are registered in the name of The Depository Trust Company or another recognized
depository, any Beneficial Owner or applicable participant in its depository system.
"Listed Event" shall mean any of the events listed in Section 3(a) of the
Disclosure Certificate.
"National Repository" shall mean any Nationally Recognized Municipal
Securities Information Repository for purposes of the Rule. The National Repositories
currently approved by the Securities and Exchange Commission are set forth in Exhibit A
hereto.
"Repository" shall mean each National Repository and each State Repository.
sP2-71797.1
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from
time to time.
"State Repository" shall mean any public or private repository or entity
designated by the State of California as a state repository for the purpose of the Rule and
recognized as such by the Securities and Exchange Commission. As of the date of the
Disclosure Certificate, there is no State Repository.
"Tax-exempt" shall mean that interest on the Notes is excluded from gross
income for federal income tax purposes, whether or not such interest is includable as an item
of tax preference or otherwise includable directly or indirectly for purposes of calculating
any other tax liability, including any alternative minimum tax or environmental tax.
"Underwriter" shall mean and
any other original underwriters of the Notes, if any, required to comply with the Rule in
connection with the offering of the Notes.
SECTION 3. Rgportin of Significant Events.
(a) Pursuant to the provisions of this section, the County shall give notice of
the occurrence of any of the following events with respect to the Notes, if material:
(i) principal and interest payment
delinquencies.
(ii) non-payment related defaults.
(iii) modifications to the rights of the Holders.
(iv) optional, contingent or unscheduled note calls.
(v) defeasances.
(vi) rating changes.
(vii) adverse tax opinions or events adversely affecting the tax-
exempt status of the Notes.
(viii) unscheduled draws on the debt service reserves reflecting
financial difficulties.
(ix) unscheduled draws on the credit enhancements reflecting
financial difficulties.
sF2-71797.1 2
(x) substitution of the credit or liquidity providers or their failure to
perform.
(xi) release, substitution or sale of property securing repayment of
the Notes.
(b) Whenever the County obtains knowledge of the occurrence of a Listed
Event, the County shall as soon as possible determine if the occurrence of such event would
be material.
(c) If the County determines that the occurrence of a Listed Event would
be material, the County shall promptly file a notice of such occurrence with each Repository.
SECTION 4. Termination of Reportin O�bli ag tion. The County's obligations
under the Disclosure Certificate shall terminate upon the defeasance, prior redemption or
payment in full of all of the Notes.
SECTION 5. Additional Information. Nothing in the Disclosure Certificate
shall be deemed to prevent the County from disseminating any other information, using the
means of dissemination set forth in the Disclosure Certificate or any other means of
communication, or including any other information in any notice of occurrence of a Listed
Event, in addition to that which is required by the Disclosure Certificate. If the County
chooses to include any information in any notice of occurrence of a Listed Event in addition
to that which is specifically required by the Disclosure Certificate, the County shall have no
obligation under the Disclosure Certificate to update such information or include it in any
future notice of occurrence of a Listed Event. ,
SECTION 6. Default. In the event of a failure of the County to comply with
any provision of the Disclosure Certificate, the Underwriter or any Holder may take such
actions as may,be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the County to comply with its obligations under the
Disclosure Certificate; provided, that the sole remedy under the Disclosure Certificate in the
event of any failure of the County to comply with the Disclosure Certificate shall be an
action to compel performance.hereunder.
sF2-71797.1 3
V
SECTION 7. Beneficiaries. The Disclosure Certificate shall inure solely to
the benefit of the County, the Underwriter and the Holders, and shall create no rights in any
other person or entity.
Dated: July 1, 1997.
COUNTY OF CONTRA COSTA
By
Phil Batchelor,
County Administrator and
Clerk of the Board of Supervisors
of the County of Contra Costa
sF2-71797.1 4
EXHIBIT A
Nationally Recognized Municipal Securities Information Repositories approved by the
Securities and Exchange Commission as of the date of the Disclosure Certificate:
Bloomberg Municipal Repository
P.O. Box 840
Princeton, NJ 08542-0840
Internet address: MUNIS@bloomberg.doe
(609)279-3200
(609)279-3235 or(609)279-5963 [FAX]
Contact: Dave Campbell
Thompson Financial Services
Secondary Market Disclosure
395 Hudson Street, 3rd Floor
New York, NY 10014
Internet address: Disclosure@muller.com
(212) 807-3814
(212) 989-9282 [FAX]
Contact: Thomas Garske
Disclosure, Inc.
Document Augmentation/Municipal Securities
5161 River Road
Bethesda, MD 20816
(301) 951-1450
(301) 718-2329 [FAX]
Contact: Barry Sugarman (301)215-6015
JJ Kenny Information Services
The Repository
65 Broadway, 16th Floor
New York, NY 10006
(212) 770-4568
(212) 797-7994 [FAX]
Contact: Joan Horai, Repository
Moody's NRMSIR
Public Finance Information Center
99 Church Street
New York, NY 10007-2796
(800) 339-6306
(212) 553-1460[FAX]
Contact: Claudette Stephensen (212) 553-0345
R.R. Donnelley Financial
Attn: Municipal Securities Disclosure Archive
559 Main Street
Hudson, MA 01749
(800) 580-3670
(508) 562-1969 [FAX]
Contact: Jamie Johnson
SP2-71797.1 5