HomeMy WebLinkAboutMINUTES - 04271999 - C83 s
BOARD OF SLTJ ERVISORS OF THE COUNTY OF CONTRA.COSTA
RESOLUTION NO. 99/210
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO
EXCEED $130,000,000 COUNTY OF CONTRA COSTA, CALIFORNIA, 1999-
2000 TAX AND REVENUE ANTICIPATION NOTES; APPROVING THE
FORMS OF AND DIRECTING THE DISTRIBUTION OF A NOTICE OF
INTENTION TO SELL,AN OFFICIAL NOTICE OF SALE AND AN
OFFICIAL STATEMENT; 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, pursuant to Sections 53850 et seq. of the Government Cade of the
State of California(the"Government Code"),this Board of Supervisors(the"Beard")has found
and determined that the sum of not to exceed One Hundred Thirty Million Dollars
($130,000,000) is needed for the requirements of the County of Contra Costa(the"County") to
satisfy obligations payable from the general fund and enterprise funds of the County
(collectively,the"General Fund") and that it is necessary that said sum be borrowed for such
puipose at this time by the issuance of temporary notes (the"Notes") therefor in anticipation of
the receipt of taxes, revenue and other moneys to be received by the County for the General Fund
of the County allocable to Fiscal Year 1999-2000;
WHEREAS, it appears, and.the Board hereby finds and determines,that said sum
of One Hundred Thirty Million Dollars ($130,000,000),when added to the interest estimated to
e payable thereon, does not exceed eighty-five percent(85%)of the estimated amount of the
uncollected taxes, income,revenue, cash receipts and ether moneys of the County for the
General Fund of the County attributable to Fiscal Year 1999-2000 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 1999-2000;
WHEREAS,pursuant to Section 53856 of the Government Code,certain revenues
which will be received by the County for the General Fund and attributable to Fiscal Year 1999-
2000 can be pledged for the payment of the principal of and interest on the Notes;
WHEREAS, the County wishes to authorize the issuance of the Notes in an
amount not to exceed$130,000,000;
WHEREAS, the Notes shall be sold to the highest bidder or bidders pursuant to a
competitive sale to be held on June 1, 1999 or on such earlier or later date as is established by the
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County Administrator of the County in accordance with the terms of the Official Notice of Sale
for the Dotes;
WHEREAS, an Official Statement describing the Dotes and an Official Notice of
Sale for the sale of the Notes will be distributed to potential purchasers of the Votes and a Notice
of Intention to Sell the Notes will be published in THE BOND BUYER;
WHEREAS, this Board has been presenters with the form of each document
hereinafter referred to, relating to the Notes, and the Board has examined and approved the fon
of each document and desires to authorize and direct the execution of such documents and the
issuance of the Notes; and
WHEREAS, the County has full legal right,power and authority under the
Constitution and the Laws of the State of California.to eater into the transactions hereinafter
authorized.,
NOW THEREFORE,BE IT RESOLVED by the Board of Supervisors of the
County of Contra.Costa., as follows:
Section 1. Recitals. The foregoing recitals are true and correct and.this Board
hereby so finds and.determines.
Section 2. 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 1999-2000, and not pursuant to any common plan of financing,the
County hereby determines to and shalt borrow the aggregate principal Burn of not to exceed.One
Hundred Thirty billion Dollars($130,000,000),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, 1999-2000 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
principal amount of not to exceed$120,000,000. A second series of Nates labeled.`Series B"
(the`Series B Notes")may hereafter be issued prior to January 1, 2000, in an amount not to
exceed the difference between$130,000,000 and the principal amount of the Series A Notes.
(B) The Series A Notes shall be initially issued and registered as provided in
Section 9 hereof and otherwise shall be in the denomination of$5,000 or any integral multiple
thereof, and shall be dated the date of issuance thereof, shall mature(without option of prier
redemption)on September 29,2000, and shall bear interest,payable on June 30,2000 and at
maturity and computed on the basis of a 360-day year composed of twelve 30aday months, at the
rate per annum determined in accordance with this Resolution.
(C) Interest due on the Notes,prior to the maturity thereof, shall be payable to
the person in whose name such Note is registered on the registration books of the County,
maintained by the laying Agent, as of the close of business on the 15th day of the calendar
month immediately preceding the interest payment date(the"Record bate"), such interest to be
paid by check mailed to such registered owner. Both the principal of and interest payable at
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maturity on the Notes shall be payable in lawful money of the United States of America, only to
the registered owners of the Notes upon surrender thereof at the office of the Treasurer-Tax
Collector of the County(the"Paying Agent") in Martinez, California upon the maturity thereof.
No interest shall be payable on any Note for any period after maturity daring,'A+hich the
registered owner thereof fails to properly present such Note for payment.
(D) The Series B Votes shall be dated the date of issuance thereof, shall
mature(without option of prior redemption) not more than 15 months thereafter and shall bear
interest payable on June 30, 2000 and at maturity computed on the basis of 360-coy year
composed of twelve 30-clay months at the rate or rates determined in accordance with this
Resolution. The issuance of the Series B Motes 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 Dotes)
that the issuance of the Series B Nates 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 grass income for federal income tax purposes.
(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 Paying Agent, and
thereupon such Notes shall be authenticated and deliverer)by the Paying Agent to the purchaser
thereof upon the written request of the County and upon receipt of payment therefor from the
purchaser thereof.
Section.3. Sale ofNotes. The proposed form of the Official Notice of Sale
for the Series A NTotes, 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 of Sale
for the Series A Notes. The County Administrator is hereby authorized and directed, for and in
the name of and on behalf of the County,to execute and deliver such Official Notice of Sale,
with such changes, additions,completions and corrections therein as the County Administrator
shall require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof. 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 by mailed to prospective bidders for the 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
'Notes to be published once, no later than 15 days before the date of sale of the Notes, in THE
BOND BUYER, a financial publication generally circulated throughout the State of California.
Sealed proposals shall be received by the County Administrator of the County or
his designee up to the hour of 1.0:00 a.m. California time on June 1, 1999 or on such earlier or
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later date determined by the County Administrator as set forth in the Official Notice of Sale, for
the purchase of the Series A Nates 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 12%
per annum)to be designated in the bid or bids, the County Administrator reserving the right to
reject any and all bids, in accordance with the terms and conditions of said{official Notice of
Sate. The County Administrator 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 true 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 Series A Notes of the
same interest rate shall be given the same designation',Arth the number of designations equal to
the number of different interest rates.
The County Administrator may, in his sole discretion, cancel the public sale of the
Series A Notes and negotiate for the sale of the Series A Nates with an underwriter or
underwriters, and enter into an agreement for the sale of the Notes, upon such terms and
conditions as he shall deem.appropriate.
The County Administrator is hereby authorized, upon a determination it is in the
best interest of the County,to sell the Series B.Nates prior to January 1,2000,by negotiated or
publicly bid sale at not less than the principal amount thereof and at an interest rate or rates.not
to exceed 12%per annum.
Section 4. DiQosition 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 sate. Such amounts held in
the County General Fund shall be invested as permitted by Section 53601 or Section 53635 of
the Government Code provided that no such investments shall have a maturity later than the date
that it is anticipated that such amounts will be required to be expended and provided further that
no such investments shall consist of reverse repurchase agreements. Such amounts may be
commingled with other funds of the County.
Amounts in the County General Fuad 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(51%)
of the County's total working capital.expenditures from its available funds in fiscal year 1998-
1999). If on the date that is six months from the date of issuance of a series of the Notes all
amounts attributable to the proceeds of the Notes of such series (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").
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Section.5. Source of Payment.
(A) The principal of and interest on the Notes shall be payable from taxes,
income,revenue, cash receipts and other moneys which are received by the County for the
General Fund for the fiscal year 1999.2000 and which are lawfully available for the payment of
current expenses and other obligations of the County(the"Unrestricted Revenues").
(B) As security for the payment of the principal of and interest on the Notes,
the County hereby pledges to deposit in trust in a special County fund designated as the"1999-
2000 Tax and Revenue Anticipation Note Repayment Fund" (the"Repayment Fund") (i) an
amount equal to fifty percent(50%)of the aggregate principal amount of the' otes from.the first
Unrestricted revenues received by the County during the accounting period commencing on
January 13,2000 and ending February 11,2000,inclusive(the"First Pledge Period"), and(ii) an
amount equal to 50%of the principal amount of Notes from the first Unrestricted Revenues
received by the County during the accounting period commencing on April 13,2000 and ending
May 11,2400, inclusive(the"Second Pledge Period"), together with an amount sufficient(net of
anticipated earnings on moneys in the Repayment Fund) (x)to satisfy and mare up any
deficiency in the Repayment Fund with respect to the prior Pledge Period and(y)to pay the
interest on the Notes on June 34, 2000 and at ' aturity. 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 Pledge Period to
permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues required
to be deposited with respect to such Pledge 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 Cade) (the"Other Pledged Moneys")on such date
or thereafter on a daily basis,when and as such Pledged Revenues and Other Pledged Moneys
are received by the County.
Section 6. lamed Revenues.
(A) The Pledged Revenues shall be deposited by the Treasurer-`.fax Collector
of the County(the"Treasurer") in the Repayment Fund on or prior to the last business day of
each.respective Pledge period, and applied as directed in this Resolution; and the Other Pledged
Moneys, if any, shall be deposited by the'Treasurer in the Repayment Fund on the last business
day of such fledge Period and on each business day thereafter,until the full amount of the
moneys required by Section 5(B)has been so deposited in the Repayment Fund,provided that, if
on the date that is six months from the date of issuance of a series of the Dotes all amounts
attributable to the proceeds of the?dotes of such series (including investment earnings thereon)
have;not been expended in accordance with Section 4,the amounts to be deposited in the
Repayment Fund during the period in which received shall be deposited as soon as received..
The principal of and interest on the Notes constitute a first lien and charge on,and shall be
payable from,moneys in the Repayment Fund. Moneys in the Repayment Fund shall be applied
only as hereinafter in this Section 6,orovided.
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(B) The Treasurer shall use the moneys in the Repayment Fund on the interest
payment date to pay interest on the Notes then due and on the respective maturity dates of the
Notes to pay the principal of and interest on the Motes then clue. Any moneys remaining in the
Repayment Fund after all such payments, or after provision for such payments have been made,
shall be transferred to the General Fund of the County. If for any reason amounts in the
Repayment Fund are insufficient to pay bath 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 respective maturities thereof, taking into account anticipated
earnings to be received on amounts in the Repayment Fund prior to the final maturity date
thereof.
(C) Moneys in the Repayment Fund shall be invested in Permitted Investments
as defined below, except that no such investments shall have a maturity elate later than the
maturity date of the respective series of Notes expected to be paid with proceeds of such
investments. 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 to the
General Fund of the County.
(D) Permitted Investments mean any of the following to the extent permitted
by Section 53601 or 53635 of the Government Cade:
(1) United States Treasury nates, bonds, bills or certificates of indebtedness, or
those for which the fall faith and credit of the United States are pledged for
the payment of principal and interest.
(2) Obligations of instrumentalities or agencies of the United States of
America limited to the following: (a) the Federal Home Loan Bank Board
(FHLB); (b) the Federal Home Loan Mortgage Corporation (FHLMC); (c)
the Federal National Mortgage Association (FNMA); (d) Federal Farm
Credit .Bank (FFCB); (e) government National Mortgage Association
(GNTMA); (f) Student Loan Marketing Association (SLMA); and (g)
guaranteed portions of Small Business Administration(SBA)notes.
(3) .Bills of exchange or time drams drawn on and accepted by a commercial
bank., otherwise known as bankers acceptances. Purchases of bankers
acceptances may not exceed a maturity of 270 clays. The financial
institution must have a minimum short-term rating cif"A-I" and. "3P-I" by
Standard & Poor's Ratings Service and Moody's Investors Service,
respectively, and a long-term rating of no less than'W'
(4) Commercial paper of "prime" quality of the highest ranking or of the
highest letter and numerical rating as provided for by IYioody's Investors
Service or Standard and Poor's Ratings Service. Eligible paper is further
limited to issuing corporations that are organized and operating within the
United States and having total assets in excess of five hundred million
dollars ($500,000,000) and having an "A" or.higher rating for the issuer's
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debt, other than commercial paper, as provided for by Moody's Investors
Service or Standard & Poor's Ratings Service. Purchases of eligible
commercial paper may not exceed a maturity of 180 days.
(5) Negotiable certificates of deposits issued by a nationally or state-chartered
bank or a state or federal association (as defined by Section 5102 of the
Financial Code)or by a state-licensed branch of a foreign bank in each case
which has, or which is a subsidiary of a parent company which has,
obligations outstanding having a rating of "Aa" or AA" or better from
Moody's Investors Service and Standard & Poor's Ratings Services,
respectively.
(6) Investments in repurchase agreements of any securities listed in(1) through
(4) above. Investments in repurchase agreements may be made with
financial institutions having a rating of "Aa" or "AX' or better from
Moody's Investors Service and Standard & Poor's Ratings Service,
respectively, and when the term of the agreement does not exceed 30 days
and are fully secured at or greater than 102% of the market value plus
accrued interest by obligations of the United States Government, its
agencies and instrumentalities, in accordance with number(2) above.
(7) Deposits in the State of California Treasurer's Local Agency Investment
Fund(LAIF).
Section 7. Execution of Notes. The Treasurer or his designee is hereby
authorized to execute the Notes by use of his manual or facsimile signature, and the Clerk of the
Board 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 County 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 respective purchasers thereof. In the case of Notes executed by facsimile
signature of both the Treasurer and the Clerk of the Board of Supervisors,the Notes shall not be
valid unless and until the Paying Agent shall have manually authenticated such Notes.
In case any officer whose signature appears on the dotes 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.
Section 8. Emn of Notes and Certificate of"utntigation and Reeistration.
The Notes shall be issued in fully registered form without coupons and the Notes and the
Certificate of Authentication and 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.
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Section 9. 'se 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 act as depository
pursuant to the Blanket Issuer fetter of Representations on file with the Clerk of the Board. 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.9(B).
(B) The Notes shall be initially issued and registered as provided in
Section.(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, shalt be qualified under
any applicable laws to provide the service proposed to be provided by it;
(ii) to any Substitute Repository not objected to by the Treasurer, upon
(1) the resignation of The Depository Trust Company or its successor(or any Substitute
Depository or its successor)from its functions as depository,or(2) determination by the
Treasurer 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.(l)the resignation of The
Depository Trust Company or its successor(or any Substitute Depository or its successor) from
its functions as depository, or(2)a determination by the Treasurer to discontinue using The
Depository Trust Company or a depository.
(C) I .the case of any transfer pursuant to clause(i)or claw(ii)of subsection
(B)of this Section, upon receipt of all outstanding Notes of each series by the Paying Agent
(together, in the case of a successor paying agent appointed by the County pursuant to Section 12
hereof, with a written request of the Treasurer to such successor paying agent designating the
Substitute Depository),a single new Note for each series,which the County shall prepare or
cause to be prepared, shalt be executed and delivered,registered in the name of any such
successor to Cede&Co. or such Substitute Depository,or their respective nominees, as the case
may be, all as specified by the Treasurer or,in the case of a successor paying agent appointed by
the County pursuant to Section 12 hereof, as specified in the written request of the Treasurer. In
the case of any transfer pursuant to clause(iii)of Subsection(B)of this Section 9 upon receipt of
all outstanding Notes by the Paying Agent(together,in the case of a successorpaying agent
appointed by the County pursuant to Section 12 hereof,with a written request of the Treasurer to
such successor paying agent),new Nates,which the County shall prepare or cause to be
prepared, shall be executed and delivered in such denominations and registered in the names of
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such persons as specified by the Treasurer or, in the case of a successor paying agent appointed
by the County pursuant to Section 12 hereof, as are requested in such written request of the
Treasurer, subject to the limitations of this Section 9,provided that the Paying Agent shall
deliver such.new Notes as soon as practicable.
(R) The County and the Paying Agent shall be entitled to treat the person in
whose name any Note is registered as the owner thereof for all purposes of the Resolution and
for purposes of payment of principal of and interest on such Note,notwithstanding any notice to
the contrary received by the Paying Agent or the County; and the County and the Paying.Agent
shall not have responsibility for transmitting payments to,communicating with,notifying, or
otherwise dealing with any beneficial owners of the Notes. Neither the County nor the Paying
Agent shall have any responsibility or obligation, legal or otherwise,to any such beneficial
owners or to any other party, including The Repository Trust Company or its successor(or
Substitute Depository or its successor), except to the owner of any Notes, and the Paying Agent
may rely conclusively on its records as to the identity of the owners of the Notes.
(E) Notwithstanding any other provision of this Resolution and so long as all
outstanding Notes are registered in the name of Cede&Co. or its registered assigns, the County
and the Paying Agent shall cooperate with Cede&Co. or its registered assigns, as sale registered
owner, in effecting payment of the principal of and interest on the Notes by arranging for
payment in such manner that funds for such payments are properly identified and are made
available on the date they are due all in accordance with the Letter of Representations,the
provisions of which the Paying Agent may rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein.
(E) 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 of the same series,upon the books
required to be kept by the Paying.Agent pursuant to the provisions hereof,by the person in
whose name it is registered, in person or by his duly authorized attorney,upon surrender of such
Note for cancellation, and,in the case of a transfer, accompanied by delivery of a written
instrument of transfer,duly executed and in farm approved by the Paying Agent.
Whenever any Note shall be surrendered for transfer or exchange, the County
shall execute and the Paying Agent shall authenticate,if required, and deliver a new Note or
Notes of the sante series of authorized denominations, for a like aggregate principal amount.
The Paying Agent shall require the owner requesting such transfer or exchange to pay any tax or
other governmental charge required to be paid with respect to such transfer or exchange.
(G) The Paying Agent will keep or cause to be kept sufficient books for the
registration and transfer of the Nates,which shall at all times be open to inspection by the
County. Upon presentation for such purpose,the Paying Agent shall,under such reasonable
regulations as it may prescribe,register or transfer or cause to be registered or transferred, on
such books,Notes as hereinbefore provided.
(H) If any Note shall become mutilated,the County, at the expense of the
owner of such Note, shall execute, and the Paying Agent shall thereupon authenticate, if
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required, and deliver a new este of like series, tenor and number in exchange and substitution
for the Note so mutilated,but only upon surrender to the Paying Agent of the Note so mutilated.
Every mutilated Note so surrendered to the Paying Agent shall be cancelled by it and delivered
to, or upon the order of,the County. If any Note shall be lost,destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the County and the Paying Agent and, if such
evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at
the expense of the owner, shall execute, and the Paying Agent shall thereupon authenticate, if
required, and deliver a new Note of like series,tenor and number in lieu of and in substitution for
the Note so lost,destroyed or stolen(or if any such Note shall have matured or shall be about to
mature, instead of issuing a substitute Note, the Paying Agent may pay the same without
surrender thereof). The Paying Agent may require payment by the registered owner of a Note of
a sura not exceeding the actual cast of preparing each new Note issued pursuant to this paragraph
and of the expenses which may be incurred by the County and the Paying Agent. Any Note
issued under these provisions in lieu of any Note alleged to be lost,destroyed or stolen shall
constitute an original additional contractual obligation on the part of the County whether or not
the Note so alleged to be lost, destroyed or stolen be, at any time,enforceable by anyone, and
shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution.
All Notes surrendered for payment or registration of transfer, if surrendered to
any person other than the Paying Agent, shall be delivered to the Paying Agent and shall be
promptly cancelled by it. The County may at any time deliver to the Paying Agent for
cancellation any Notes previously authenticated and delivered hereunder which the County may
have acquired in any manner whatsoever, and all Notes so delivered shall promptly be cancelled
by the Paying Agent. No Note shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held
by the Paying Agent shall be disposed of as directed by the County.
Section 10. General Covenants. It is hereby covenanted and warranted by the
Board that all representations and recitals contained in this Resolution are true and correct 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 takes, income,revenue, cash receipts and
other moneys pledged hereunder in accordance with law and for carrying out the provisions of
this resolution and the Notes and shall cause to be paid in accordance with their terms the
principal of and interest on the Notes.
Section 11. flax Covenants: Rebate Fund.
(A) The County hereby covenants that it will not take any action, or fail to
take any action, if such action or failure to take such action would adversely affect the exclusion
from gross income of the interest payable on the Notes under Section 103 of the Code. Without
limiting the generality of the foregoing, the County hereby covenants that it will comply with the
requirements of the Tax Certificate of the County with respect to the Notes(the"Tax
Certificate"),to be entered into by the County as of the date of issuance of the Notes. The
provisions of this Section 11 shall survive payment in full or defeasance of the Notes.
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(B) The County covenants that it shall make all calculations in a reasonable
and prudent fashion relating to any rebate of excess investment earnings on the proceeds of the
Notes due to the United States Treasury, shall segregate and set aside from lawfully available
sources the amount such calculations may indicate may be required to be paid to the United
States Treasury and shall otherwise at all times do and perform all acts and things necessary and
within its power and authority, including complying with each applicable requirement of Section
103 and Sections 141 through 150 of the Code and complying with the instructions of Bond
Counsel referred to in Section 4 hereof, to assure that interest paid on the Notes shall, for the
purposes of federal income taxes and California personal income taxation,be excludable from
the gross income of the recipients thereof and exempt from such taxation. As part of the
performance of the covenant contained in the preceding sentence,promptly after six months
from the date of the issuance of each series of the Notes,the County will reasonably and
prudently calculate the amount of the Note proceeds of such series 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 of such series, 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 1999-2000 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(C)of this Section 11.
(C) If funds are required to be deposited therein,the County shall establish
and maintain a fund separate from any other fund established and maintained hereunder
designated as the"1999-2000 Tax and Revenue Anticipation Note Rebate FunX'. There shall be
deposited in the Rebate Fund such amounts as are required to be deposited therein in accordance
with the written instructions from Bond Counsel pursuant to Section 4 hereof.
(D) Notwithstanding any other provision of this Resolution to the contrary,
upon the County's failure to observe, or refusal to comply with,the covenants contained in this
Section,no one other than the owners or former owners of the Notes shall be entitled to exercise
any right or remedy under this Resolution on the basis of the County's failure to observe, or
refusal to comply with, such covenants,
(E) Notwithstanding any provision of this section,if the County shall provide
to the Paying Agent 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 Paying
Agent 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.
Section 12. Paying Agent. The Treasurer is hereby appointed as Paying Agent
for the Notes. The County hereby directs and authorizes the payment by the Paying Agent of the
interest on and principal of the Notts when such become due and payable, from the Repayment
Fund in the manner set forth herein. The County hereby covenants to deposit funds in the
Repayment Fund at the times and in the amounts specified herein to provide sufficient moneys to
DOCSSFI:339743.2
40511-103 MAC
pay the principal of and interest on the Notes on the day or days on which they mature. Payment
of the Notes shall be in accordance with the terms of the Notes and this Resolution.
This appointment shall not preclude the County from appointing a financial
institution to act as Paying Agent or one or more successors thereto, all without notice to or the
consent of the registered owners of the Notes. Any such successor paying agent shall be or shall
have co-paying agent relationships with one or more banks or trust companies with offices in
New York, New York,or Los Angeles, California, or San Francisco, California,
The Paying Agent, initially the Treasurer, is also appointed as registrar and upon
the request of any registered owner is authorized to record the transfer or exchange of Notes in
accordance with the provisions hereof.
Section 13. Official Statement for Notes. The proposed form of Of
Statement relating to the Notes(the"Official Statement"),on file with the Clerk of the Board of
Supervisors and incorporated into this Resolution by reference, is hereby approved with such
changes, additions,completion and corrections as the County Administrator may approve. The
County Administrator or his designee is hereby authorized and directed, for and in the name and
on behalf of the County, to execute and deliver an official statement in substantially said form,
with such changes therein as such officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof. Distribution by the
Financial Advisor of a preliminary Official Statement relating to the Notes is hereby approved
and the County Administrator or his designee is hereby authorized and directed, for and in the
name and on behalf of the County,to execute a certificate confirming that the Preliminary
Official Statement has been"deemed final"by the County for purposes of Securities and
Exchange Commission Rule 15c2-12.
Section 14. ContinuingDisclosure. The Treasurer is hereby authorized to
execute a Continuing Disclosure Certificate on behalf of the County containing such covenants
of the County as shall be necessary to comply with the requirements of Securities and Exchange
Commission Rule 15c2-12. The County hereby covenants and agrees that it will comply with
and carry out all of the provisions of such Continuing Disclosure Certificate.
Section 15. 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 delivery of the Notes in accordance with this Resolution.
Section 16. Progeeding JgA
u-sti t Contract. The provisions of the Notes and
Co
of this Resolution shall constitute a contract between the County andthe 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.
DOCSSFI:339743.2
40511-10-3 MAC 12
Section d 7. everability. 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 of
the Board 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 terns hereof and
shall in no way affect the validity hereof or of the Notes, and the owners of the?totes shall retain
all the benefit,protection and security afforded to them hereunder and under all provisions of
applicable law. The Board hereby declares that it would have adopted this Resolution 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.
z7ocssF2:339743.2
405'f;-303 MAC 13
PASSED AND ADOPTED BY THE BOARD OF SUPERVISORS OF THE
COUNITY OF CONTRA COSTA this 27th day of April , 1999 by the following vote:
AYES: Supervisors Gioia, Uilkema, Gerber, DeSaulnier and Canciamilla
NOES: None
ABSENT: none
ABSTAIN: None COUNTY OF CONTRA COSTA
By ;
Chair of the Board
of Supervisors
ATTEST. Phil Batchelor, County
Administrator and Clerk of the Board
of Supervisors of the County of
Contra Costa
CI
Deputy
DoCSSF1,339743.2
40511-103 MAC 14
EXHIBIT A
REGISTERED REGISTERED
No. R-1 [$130,000,000]
COUNTY OF CONTRA COSTA, CALIFORNIA,
1999-2000 TAX AND REVENUE ANTICIPATION NOTE, SERIES [AIB]
Rate of Interest: Note Bate: Maturity Date. CUSIP No.:
% September 29, 2000
Registered Owner: CEDE &CO.
Principal Amount: 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,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 on June 30,2000 and 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-clay months)in
like lawful money from the Note mate specified above until payment in full of said principal
sura. Interest on this Note, due on Jure 30, 2000, shall be paid to the person in whose name this
Nate is registered as of the close of°business on the 15th day of the calendar month immediately
preceding the interest payment date by check mailed to such registered owner. The principal of
and interest on this Note payable at the maturity hereof shall be payable only to the registered
owner hereof upon surrender of this Note at the office of the Treasurer-Tax Collector of the
County, as paying agent(together with any successor appointed by the County,the"Paying
Agent„) as the same shall fall due;provided, however, that no interest shall be payable for any
period after maturity during which the registered owner hereof fails to properly present this Nate
for payment.
It is hereby certified,recited and declared that this Nate 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, 1999-2000 Tax
and Revenue Anticipation Notes"(the"Notes"),authorized in the aggregate principal amount of
One Hundred Thirty Million Dollars($130,000,000),all of life terror,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 Resolution of the Board of
DGCSSFi:339743.2
40511-133 MAC ,A-1
Supervisors of the County adopted on , 1999 (herein called the"Resolution'),
authorizing the issuance of the Dotes, and that all acts, conditions and things required to exist,
happen and be performed precedent to and in the issuance of this Note have existed, happened
and been performed in regular and due time, form and manner as rewired by law, and that this
Note, together with all ether indebtedness and obligations of the County,does not exceed any
limit prescribed by the Constitution or statutes of the State of California. The Motes 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 1999-2000 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 Dotes,the County has pledged to deposit
in the Repayment Fund(as defined in the Resolution): (i) an amount equal to 50%of the
principal amount of the Motes from the first Unrestricted Revenues received by the County
during the accounting period commencing on January 13, 1999 and ending February 11,2000,
inclusive(the`First Pledge Period), and(ii) an amount equal to 50%of the principal amount of
Notes from the first Unrestricted Revenues received by the County during the accounting period
commencing on April 13, 2000 and ending May 11,2000, inclusive(the"Seconal Pledge
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 Pledge Period and (y)to pay the interest on the Notes on June 30,2000 and 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 Pledge Period to permit the deposit into the Repayment Fund of the
full amount of the aforesaid moneys to be deposited,then the amount of any deficiency in the
Repayment Fund shall be satisfied and made up .from any other moneys of the County lawfully
available for the payment of the principal of and interest on the Notes(such other pledged
moneys being hereinafter called the"Other Pledged Moneys"). The principal of and interest on
the Notes shall constitute a first lien and charge on, and shall be payable from,moneys in the
Repayment Fund.
This Note is transferable by the registered owner hereof in person or by such
owner's attorney duly authorized in writing at the office of the Paying Agent,but only in the
manner, subject to the limitations and upon payment of the charges provided in the Resolution,
and upon surrender and cancellation of this Note. Upon such transfer a new Nate or Notes of
authorized denominations and for the same aggregate principal amount will be issued to the
transferees in exchange herefor.
The County and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner hereof for the purpose of receiving payment of or on account of principal
hereof and interest due hereon and for all other purposes, and neither the County nor the Paying
Agent shall be affected by any notice to the contrary.
This Note shall not be valid or become obligatory for any purpose until the
Certificate of Registration hereon shall have been signed by the Paying Agent.
JOCSSF 1.:339743.2
40511-103 MAC A-2
IN WITNESS WHEREOF, the County of Contra Costa has caused this'\Yote to be
executed by the manual or facsimile signature of its Treasurer-Tax Collector and countersigned
by the manual or facsimile signature of the Clem of its Board of Supervisors and caused the
official seal of its Board.of Supervisors to be impressed hereon, all as of the Note Bate specified
above.
COUNTY OF CONTRA COSTA
By
Treasurer-Tax Collector
(SEAL)
Countersigned:
County Administrator and
Clerk of the Board of Supervisors
FORTM OF CERTIFICATE OF AUTHENTICATION T AND REGISTRATION
This Dote is one of the Notes described in the within-mentioned Resolution,
which Note has been authenticated and registered on the date set forth.below.
Bate of Authentication;
By
Treasurer-Tac Collector
of the County of Centra Costa
ooCssr<i339 412
40511-103 MAC A-3
[FORM OF ASSIG-NM- EN'T]
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 Stack
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.
DOCssF'1:339743.2
40511-103 MAC A-4
CLERK'S CERTIFICATE
I, Clerk of the Board of Supervisors of the County of Contra Costa,
hereby certify as follows:
The foregoing is a.full,true and correct copy of a resolution duly adopted at a
regular meeting of the Board of Supervisors of said County duly and regularly and legally held at
the regular meeting place thereof on_- - , 1999, of which meeting all of the members of
the Board of Supervisors of said County had due notice and at which a majority thereof were
present.
At said meeting said resolution was adopted by the following vote:
Ayes:
Noes:
Absent:
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office and the foregoing is a.full,true and correct copy of the original
resolution adopted at said meeting and entered in said minutes.
I further certify that an agenda of said meeting was posted at least 72 hours prior
to the date of the meeting in a place in the City of Martinez, California., freely accessible to
members of the public and that a short description of said resolution appeared on said agenda.
Said resolution has not been amended,modified or rescinded since the date of its
adoption, and the same is now in full force and effect.
Bated.
Clerk of the Board of Supervisors
[Seal] County of Contra.Costa
DoCSSFI:331-743,2
40511-103,MAC
C- 3
OFFICIAL NOTICE OF SALE
AND
BID FORM
COUNTY OF CONTRA COSTA
STATE OF CALIFORNIA
$120,000,000-
1999-2000 TAX AND REVEN`t.TE ANTICIPATION"NOTES, SERIFS A
DATE OF SALE
TUESDAY,JUNE 1, 1999
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
Tel: (415) 392-112.2
Fax: (415) 773-5759
Preliminary,subject to change.
DOCW1344537.2
1:344S37.i
40511-3€33 MAC
OFFICIAL NOTICE OF SALE
$120,000,000*
COUNTY OF CONTRA COSTA., CALIFORNIA
1999-2000 TAX AND REVENUE ANTICIPATION NOTES, SERIES A
NOTICE IS HEREBY GIVEN that faxed bids as well as 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 specifier) below for the purchase of$120,000,000* principal amount of County of
Contra Costa 1999-2000 Tax. and Revenue Anticipation Notes, Series A(the"Nates"):
TIME: 10:00 a.m. local time on Tuesday, June 1, 1999, or at such later date
and/or other time as shall be established by the County Administrator
of the County or his designee (the "County Administrator") and
communicated through Thomson Municipal News ("Munifacts") and
Bloomberg Business News ("Bloomberg") not less than 24 hours prior
to the time bids are to be received. If no legal bid or bids are receiver)
for the Notes on June 1, 1999 (or such other date as is communicated
by Munifacts and Bloomberg) at the time and place specified,bids will
be received at the same place at such time specified on such ether date
as shall be designated by Munifacts and Bloomberg.
As an accommodation to bidders, telephonic or faxed notice of the
postponement of the sale time and/or 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, Bloomberg, telephonic or faxed notice shall not affect
the legality of the sale.
PLACE: Orrick,Herrington&Sutcliffe LLP
400 Sansome Street
2nd Floor,Conference Room_
San Francisco, California 94111
Telephone: (415)392-1122
Facsimile: (415) 773-5759
MAID: Mailed bids should be addressed to:
County of Contra Costa
c/o Orrick,Herrington& Sutcliffe LLP
400 Sansome Street
San Francisca,California 94111
Attn: Mary A. Collins,Esq.
*Preliminary,subiect to change.
Docs:t:s444s7 7
40511-1e3 MZ
The Notes will be issued pursuant to a Resolution (the "Resolution'') adopted by
the County on , 1999. Copies of the Resolution will be furnished to any interested
bidder upon request to the Director, Capital Facilities and Debt Management, County of Contra
Costa., 651. Pine Street, 6z"Floor, Martinez, CA 94553-0063, (925) 335-1093, Attn: Laura W.
Lockwood.
BOOK-ENTRY ONLY: The Notes shall be issued in registered form by means
of a book-entry system with no distribution of mote certificates made to the public. One or more
Note certificates 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 interests in 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 September 29,20100.
PREPAYMENT: The Notes are not subject to prepayment prier to maturity.
PURPOSE: The proceeds of the sale of the Notes will provide moneys to help
meet current Fiscal Year 1999-2000) 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
notes (the "Series B Notes") payable on a parity with the Series A Notes, in an aggregate
principal amount with the Series A Notes of$130,000,000.
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
Fiscal Year 1.999-2000 and which are lawfully available for the payment of current expenses and
other obligations of the County (the "Unrestricted Revenues"). The Nates and Series B Notes
are secured by the County's pledge to deposit in trust in a special fund designated as the "1999-
2000 Tax and. Revenue Anticipation: Note Repayment Fund.°' (the "Repayment Fund") specific
amounts on specific dates. Bidders are referred to the Resolution and the Preliminary 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 Votes in
which, among other things, the County covenants to provide.notice of certain material events to
nationally recognized municipal securities information depositories.
LEGAL OPINION -- DISCLOSURE COUNSEL: The accepted bidder or
bidders will receive a disclosure opinion from Fulbright & Jaworski L. .,.P., Los Angeles,
California.regarding the Official Statement.
LEGAL OPINION -w» TAX EXEMPT STATUS: The Notes will be issued
subject to the approving legal opinion of Orrick, :Herrington & Sutcliffe LLP, San Francisco,
DOCSSFi:344537.2
44511-143 MAC 2
California ("Bend Counsel"), approving the validity of the Notes and stating that, in the opinion
of Band Counsel,based on an analysis of existing lays, regulations,rulings, and court decisions,
and assuming, among ether 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 19$6 and is exempt from. State of California personal income taxes. A copy of
the proposed opinion of Bund Counsel is set forth in Appendix C of the Preliminary Official
Statement.
FORM OF Bill -- 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 masse 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 $100,000,000 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 12%
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 delivered by
facsimile transmission, as described below, or enclosed in a sealed envelope addressed to the
County and received by the time and at the place specified above. Each bid must be clearly
marked "Proposal for Purchase of County of Contra. Costa, California, 1999-20300 Tax and
Revenue Anticipation.Notes," or words of similar import. Each bid must be in accordance with
the terms and conditions set forth in this Official Notice of Sale.
WARNINGS REGARDING FAX BIDS: BIDS SUBMITTED BY
FACSIMILE TRANSMISSION' ARE DEEMED LATE AND WILL NOT BE EVALUATED
UNLESS, AT PRECISELY THE TIME INDICATED ABOVE FOR SUBMISSION OF BIDS,
THE ENTIRE BID FORM HAS BEEN FULLY EJECTED FROM THE, RECEIVING FAX
MACHINE AT THE PLACE OF THE BID OPENING, AND THE INTEREST RATES,
TOTAL PURCHASE PRICE, AND NAME AND SIGNATURE OF THE BIDDER ARE
CLEARLY READABLE BY THAT TIME. NEITHER THE COUNTY, THE COUNTY'S
FINANCIAL ADVISOR, NOR THE COUNTY'S BOND COUNSEL WILL ACCEPT
RESPONSIBILITY FOR, AND THE BIDDER EXPRESSLY ASSUMES THE RISK.OF, ANY
INCOMPLETE, ILLEGIBLE OR UNTIMELY BLD SUBMITTED BY SUCH BIDDER. BY
FACSIMILE TRANSMISSION, INCLUDING BY REASON OF GARBLED
TRANSMISSIONS, MECHANICAL FAILURE, ENGAGED TELEPHONE OR
TELECOMMUNICATION LINES AT THE PLACE OF BID OPENING, OR ANY OTHER.
CAUSE FOR REJECTION ARISING OUT OF ANY BIDDER'S ELECTION TO DELIVER
ITS BID BY DANS OTHER THAN HAND DELIVERY. NO ATTEMPT WILL, BE MADE
PRIOR. TO THE DEADLINE FOR OPENING BIDS TO INFORM ANY BIDDER THAT ITS
BID WAS IN-COMPLETE,ILLEGIBLE,OR NOT RECEIVED,
INTEREST RATE: Interest with respect to the Notes is computed on the basis
of a 360-day year and a 30-day month and accrues from the date of issuance of the Nates.
Interest on the Notes is payable on June 30, 2000 and at the maturity of the Nates. 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 shall net exceed 12% per
annum; (2) interest with respect to a Note shall be computed from the date of issuance thereof
(expected to be July 1, 1999) to June 30, 2000 and to the stated maturity date of September 29,
DOUSsr=.:3a.ss371
40511-103..VA.n 3
2000, at the interest rate specified in the bid; (3) the same interest rate shall apply to all Notes
(with respect to the $25,000,000 increments specified in the bid); 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 ether concession by the bidder as a substitute for payment in Ball 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 $125,000,000, and the remainder out of the next best $25,000,000 until all $120,000,000* 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 Notes will be awarded to the bidder or bidders whose
bid or bids represent the lowest true interest cost to the County, considering the interest rate
specified and the premium offered, if any. The true interest cost will be that nominal annual
discount rate which, when compounded semiannually and when used to discount all payments of
principal and interest payable on the Notes at the rate specified in the bid to the date of the Notes
(disregarding for the purposes of the calculation the accrued interest to the date of delivery of the
Notes), results in the amount equal to the purchase price, which is the principal amount of the
Notes plus the amount of any premium offered. In the event that two or more bidders offer bids
for the Notes at the same lowest true interest cost, the County shall determine by lest which
bidder shall be awarded such`Motes.
PRINCIPAL AMOUNT: The County reserves the right following receipt of
bids and determination of the winning bid or bids to decrease the principal amount of the Notes
by not more than. 10%. In such event, the County will award such lesser amount of Notes and
the purchase price bid of the successful bidder will be proportionally reduced or the bid or bids
less advantageous to the County will not be accepted or will be accepted in a lesser amount.
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, 1999. payment for the Notes must be
arcade 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 five Clays after award of the Notes and upon the delivery date of the
Notes, the successful bidder or bidders for each accepted bid must submit to the County a
*Preliminary,subject to change.
DoCSSF1:344537.2
4051 I-1031VAC 4
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(60) 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 Mood?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 payment of the fall 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 TRUE INTEREST COST: Each bidder is requested, but is
not required, to state in its bid the true 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 l5c2-12, 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
DOCSSFI:344537.2
40511-103 MAC 5
two 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 NATES: 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 ANIS INVESTMENT ADVISORY COMMISSION:
The successful bidder or bidders will be required, pursuant to State law, to pay any fees of the
California Debt and. Investment Advisory Commission ("CMAC"). CDIAC will invoice the
successful bidder or bidders after the delivery of the Notes.
MATINGS 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 Nates 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 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 Dotes, 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: A certificate of the County that there is no
litigation pending concerning the validity of the Nates, 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 the light of the circumstances under which they
were made,not misleading.
(d) Receipt: A receipt of the County showing that the purchase price of the
Notes has been received by the County.
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(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,"
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40511-103 MAC 7
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 Director, Capital
Facilities and Debt Management of the County, (925) 335-1093.
Dated: _-, 1999.
COUNTY OF CONTRA COSTA
By
County Administrator and
Clem of the Board of Supervisors,
County of Contra Costa,
State of California
DOCSSF 1 34453?.2
40511-103 LMAC 8
BID FORM
PROPOSAL FOR THE PURCHASE OF
COUNTY OF CONTRA COSTA, CALIFORNIA
1999-2000 TAX AND REVENUE ANTICIPATION NOTES, SERIES A
51999 From:
Name of Bidder
County of Contra Costa
c/o Orrick, Herrington& Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
Atm: Mary A. Collins
Tel: (415) 773-5998
Fax: (415) 773-5759
Dear Sir:
Pursuant to the Official Notice of Sale, dated , 1999, and in accordance with all
terms and conditions of said Official. Notice of Sale for the sale of the County of Contra. Costa,
California, 1999-2000 Tax and Revenue Anticipation Notes, Series A (the"Notes"), we offer to
purchase the Notes, to be dated the date of issuance thereof (July 1, 1999) and to mature on
September 29, 2000, in the principal amount set forth below (as a whole in the amount of
$120,000,000 or in part in increments of$2.5,000,000), as follows:
Our calculation, made as provided in the Official Notice of Sale, but not constituting any part of
this proposal, of the true interest cost with respect to each$25,000,004 increment of Dotes is also
provided in the following table.
s
Optional
Principal Interest Total Less
Amount Premium Rate Interest Premium TIC
E 3
(continued on next page)
DOCssrI:344537.2
40511-103 MAC
This proposal is made subject to all the terms and conditions of said Official Notice of Sale, 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.
Check One:
There is enclosed herewith a certified or cashier's check for$250,000 payable to the order
of the County of Centra Costa; or
We have obtained a Financial Surety bond in the amount of $250,000 payable to the
County of Contra Costa..
We understand that bids will be awarded in increments of$25,000,000 up to $100,000,000 and
then the remainder will be awarded out of the next $25,000,000 bid so that all. Notes are
awarded. Therefore, we may be awarded Notes in an amount which is less than that requested
by us. We also understand that the County has reserved the right to decrease the principal
amount of the Notes awarded by not more than 100,/0 of the principal amount thereof
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 bits.
Respectfully submitted, .Address:
(Finn)
Attn:
Telephone##:
Telecopy#:
(Authorized Signature)
(continued on next page)
DOCssM:344537.2
40.511-103 MAC 2
If this proposal is not accepted, the goad 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:
DOCS5F i:344537.2
40511-103 MAC 3
NOTICE OF TENTION TO SELL
$120,000,000*
COUNTY OF CONTRA COSTA, CALIFORNIA
1999®2{300 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 1, 1999, 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, not to exceed
$120,000,000* principal amount of tax and revenue anticipation notes of the County of Contra
Costa.designated"County of Contra Costa, California, 1999-2000 Tax and Revenue Anticipation
Notes, Series A" (the "Notes"). The County reserves the right to postpone to a later date and/or
other time said public sale or to change the principal amount by announcing such postponement
or change on Thomson Municipal News ("Munifacts") and BloombergBusiness Nevus
C'Bloomberg") no later than 24 hours prior to 10:00 a.m. local time on Jane 1, 1999. If no legal
bid or bids are received for the Notts on June 1, 1999 (or such other date as is established by
Munifacts and Bloomberg) at the time and place specified,bids will be receiver/ for the Notes at
the same place and at such time anddate as shall be designated by Munifacts and Bloomberg.
As an accommodation to bidders, telephonic or fax notice of the postponement of the sale time
and/or 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, Bloomberg, 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
1999, and copies of said Official Notice of Sale and the Preliminary Official
Staternent relating to the Notes will be furnished upon request to C.M. de Crinis & Co., Inc.,
3)000:Br€d.geway, Suite 206, Sausalito,California 94965.
Dated. , 1999. -
Is!Philip. Batchelor
County Administrator and Clerk
of the Board of Supervisors,
County of Contra Costa, State of California
Preliminary, subject to change.
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40511-103 MAC