HomeMy WebLinkAboutRESOLUTIONS - 06261984 - 84-377 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL
YEAR 1984-1985 AND THE ISSUANCE AND SALE OF 1984-1985 SHORT
. . TERM OPTIONAL PUT- TAX AND REVENUE ANTICIPATION NOTES THEREFOR
RESOLUTION NO. 84/377
WHEREAS, pursuant to Sections 53850 et seq. of the
Government Code of the State of California, this Board of
Supervisors (the "Board" ) has found and determined that the
sum of Sixty-Five Million Dollars ($65, 000, 000) is needed for
the requirements of the County of Contra Costa (the "County" )
to satisfy obligations payable from the General Fund of the
County, and that it is necessary that said sum be borrowed
for such purpose at this time by the issuance of temporary
notes therefor in anticipation of the receipt of taxes,
income, revenue, cash receipts and other moneys to be
received by the County for the General Fund of the County
during or attributable to Fiscal Year 1984-1985; and
WHEREAS, the County intends to borrow, for the
purposes set forth above, as hereinafter defined, Sixty-Five
Million Dollars ($65, 000, 000) through the issuance and sale
of the Notes ( as hereinafter defined) ; and
WHEREAS, it appears, and the Board hereby finds and
determines, that said sum of Sixty-Five Million Dollars
($65, 000, 000) , when added to the interest payable thereon,
does not exceed eighty-five per cent (85%) of the estimated"
amount of the uncollected taxes, income, revenue, cash
receipts and other moneys of the County for the General Fund
of the County attributable to Fiscal Year 1984-1985, and
available for the payment of the Notes and the interest
thereon; and
WHEREAS, pursuant to Section 53856 of the
Government Code of the State of California, certain revenues
which will .be received by the County for the General Fund of
the County during or attributable to Fiscal Year 1984-1985
can be pledged for the payment of the Notes and the interest
thereon (as hereinafter provided) ; and
WHEREAS, Bank of Aine:rica National Trust and Savings
Association (herein sometimes referred to as the
"Underwriter" ) has submitted an offer to purchase the Notes
and has submitted a form of Contract of Purchase and Dea.le-r
Re,m,a rr.ef_i_ng t..,grE_' _ment to the 13-0ard; au-jd
WER7;AS, The Long-Term Credit flank of Japan, Ltd.
has propcsed to enter into a Credit Agreement purseant to
w hich the Bank wcu).d 15`:Lic?' a of Credit whdr-h 1',,ay ):"moi?
00 10u
drawn upon in accordance with its terms if certain Pledged
Revenues, as hereinafter defined, are not paid by the County
prior to May 13 , 1985 as required herein, as security for
payment of the Notes at maturity.
-WHEREAS, the County has determined that, in order
to provide for the remarketing of the Notes, and to assure
their payment at maturity, and to provide additional security
to owners of Notes, and reduce the interest cost to the
County for the Notes, it is appropriate and in the best
interests of , the County to enter into the Agreement, to
obtain the Line of Credit and to enter into the Credit
Agreement; and
WHEREAS, the 'County desires to enter into the
Contract of Purchase and Dealer Remarketing Agreement and to
obtain, the Line of Credit;
NOW, THEREFORE, the Board of Supervisors of the
County of Contra Costa hereby finds, determines, declares and
resolves as follows:
Section 1 . Board Determination. All of the
recitals herein set forth are true and correct, and the Board
so finds and determines.
Section 2 . Definitions. Unless the context
otherwise requires, the terms defined in this Section 2
shall, for all purposes of this Resolution, as it now exists
and as it may be from time to time amended or supplemented,
have the meanings herein specified, as follows:
"Adjusted Rate" means the interest rate per annum
equal to the rate calculated in accordance with Section 3 (b)
hereof.
"Advance" means an amount borrowed by the County
from the Bank pursuant to the terms of the Credit Agreement.
"Agreement" means the Contract of Purchase and
Dealer Remarketing Agreement, dated as of June 2, 1984,
between the County and the Underwriter.
"Bank" means The Long-Term Credit Bank of Japan,
Ltd.
"Bi`nk Notes" n.eans not..es Ot the County issued
pi.irs:2ant to the Credit L /�c7t :'; 11�"]l1 , `"�T�.Clr:' King the oblica ion
i,.).f the COu?7'i:y to r(:-.pay 4n Px1van.ce frOm the Bank to the County.
2
00 16C
"Board" means the Board of Supervisors of the
County of Contra Costa.
"Business Day" means . a .day on- which- banks in
California and New York City are not. required or...authorized
to remain closed and on which The New York Stock Exchange is
not closed.
"County" means the County of Contra Costa, the
issuer of the Notes hereunder.
"Credit Agreement" means the Credit Agreement,
dated as of July 1, 1984, between the County and the Bank.
"Fiscal Agent" means Bank of America National Trust
and Savings Association having its principal corporate trust
. office in San Francisco, California.
"Fiscal Year" means the fiscal year of the County
commencing July 1 and ending June 30 of the following year.
"Indexing Agent" means Kenny Information Systems,
or its successor appointed by the Board.
"Initial Rate" shall mean the rate of interest
initially borne by the Notes, as agreed upon between the
Treasurer, on behalf of the County, and the Underwriter, but
in no event to exceed ten per cent ( 10%) per annum.
"Interest Index" means the interest rate index
determined by the Indexing Agent in accordance with Section
3 (b) , or, if the Indexing Agent fails to compute the Interest
Index and no successor Indexing Agent has been appointed,
sixty per cent (60%) of the interest rate applicable to the
13-week United States Treasury bills on the basis of the
average per annum discount rate at which such 13-week
Treasury bills shall have been sold at the most recent United
States Treasury auction.
"Interest Payment Date" means each Wednesday (or if
such day ..is not a Business Day, the next succeeding Business
Day) ; provided that the first Interest Payment Date with
respect to the Notes shall be the Wednesday (or if. such day
is not a Business Day the next succeeding Business Day) of
the week following the week in which the Notes are initially
authenticated and delivered.
i:11C per i.i;Ci on
( '72nd z-,.n interest. P i i-,ni nt Date ;nnd f'_nej-ing on the
day im-)ediately precedi;,g the next succeeding Ir1i Brest
Payment Date (or, in t:r.e case of the first Trli-e.rc-st :Pr-riod,
3
00 110
the period commencing on the date. of initial authentication
and delivery of the Notes and ending on the day immediately
preceding the First Interest Payment Date.
".Interest...Rate":::shall.-,.me.an the ..Initial Rate as
adjusted from time to time to the Adjusted Rate.
"Line of Credit" means the line of credit
established by the Bank pursuant to the Credit Agreement.
"Munifacts Wire" means the electronic wire service
offered by The Bond Buyer known as "Munifacts" which provides
information on municipal securities to the subscribers
thereof.
"Note" or "Notes" means the 1984-1985 Short Term
. Optional Put Tax and Revenue Anticipation Notes authorized to
be issued hereunder.
"Noteholder" means the registered owner of the Note.
"Outstanding, " when used as of any particular time
with reference to Notes, means all Notes theretofore, or
thereupon being, authenticated and delivered pursuant to this
.Resolution except ( 1 ) Notes theretofore cancelled or
surrendered for cancellation; (2 ) Notes with respect to which
all liability. of the County shall have been discharged in
accordance with Section 3 (c) or 3 (e) ; and (3 ) Notes for the
transfer or exchange of or in lieu of or in substitution for
which other Notes shall have been authenticated and delivered
pursuant to this Resolution.
"Paying ,Agent" means BankAmerica Trust Company of
New York, initially acting as paying agent and registrar
hereunder and having a principal office in New York, New York,
"Reference Rate" means the rate announced by Bank
of America National Trust and Savings Association from time
to time as its Reference Rate.
"Treasurer" means the Treasurer-Tax Collector of
The Couni;y.
"Underwriter" means Bank of America National Trust
and Savings P..ssociation, the purchaser of the Notes issued
hereunder and the :r.-emarketing ;:agent for such Notes, or :its
QcGessor s OY .ii5i� Z5
"Unre.str_i c i.ed Revenues" ;Weans taxes, income,
revenue, cash receipts, ::,.nd other .moneys which are r_ecc3ived
^OY the ; f)E=Tr.l F11i:d of i lli_' �Co-ij. xLy Ql)1 ].:.iC7 or iattribu i:able to
4
00 171
Fiscal Year 1984-1985 and which are generally available for
the payment of current expenses and other obligations of the
County.
Section 3 . Terms of the Notes.
(a) Authorization of Issuance. Solely for the
purpose of anticipating taxes, income, revenue, cash receipts
and other moneys to be received by the County for the General
Fund of the County during or attributable to Fiscal Year
1984-1985, and not pursuant to any common plan of financing,
the County hereby authorizes the borrowing of the aggregate
principal sum of Sixty-Five Million Dollars ($65, 000, 000) by
the issuance of temporary notes under Sections 53850 et seq.
of the Government Code of the State of California, generally
designated as the "1984-1985 Short Term Optional Put Tax and
Revenue Anticipation Notes. "
(b) Denominations, Maturity, Payment and
Determination of Interest Rates. The Notes shall be in the
denomination of $100, 000, shall be dated as of July 1, 1984,
shall mature on the last Wednesday within thirteen (13)
months after the initial authentication and delivery thereof,
and shall bear interest from the Interest Payment Date next
preceding the date of authentication thereof, unless (i ) such
date of authentication shall be prior to the first Interest
Payment Date, in which case it shall bear interest from the
date of initial authentication and delivery of the Notes or
(ii ) such date of authentication shall be an Interest Payment
Date to which interest on the Notes has been paid in full or
duly provided for, in which case such Notes shall bear
interest from such date of authentication; provided, however,
that if, as . shown by the records of the Fiscal Agent,
interest on the Notes shall be in default, Notes issued in
exchange for Notes surrendered for transfer or exchange shall
bear interest from the last date to which interest has been
paid in full on the Notes or, if no interest has been paid on
the Notes, from the date of the initial authentication and
delivery of the Notes. Interest shall be payable on each
Interest Payment Date at the applicable Interest Rate for the
Interest Period terminating on the day immediately preceding
such Interest Payment Date, computed on a 365-day year basis
and actual days elapsed from the preceding Interest Payment
Date to which interest has been maid. On each Interest
Payment Date, the Paying Agent shall pay accrued and unpaid
interest for each Interest Period by check or draft mailed to
the owner of each Note in 'v,ihose nal e si.ic:h Note is registered
on Che rF Ji :: ;.rot.i.o:cz bc.o}Ls of the Paying Accent at 10: 00 a.m. ,
New York City tim on such Tni:ere-st Payment Date (e.. cept
I.-hat in the case of the t,rider of a Note pursuant to Section
3 (c) , i'_7terc?st sl?.all lbe p _d as j;rOVJ.i:l?d in that SE'cti0n) .
5
po 172
The offer and sale or repurchase of any Note as contemplated
by Section 3(c) , shall cause the purchaser or the
Underwriter, as the case may be, to be recognized as the
`holder of record 'of"the%,Notes so ,off e red- and sold -or
.repurchased .:as. of ...10:.0.1 a..m..,:. :New...Yo.rk. City time, on . such
Interest Payment Date.
The principal of the Notes shall be payable at
maturity, only to the registered owner thereof upon surrender
thereof, in lawful money of the United States of America, at
the principal office of the Paying Agent.
(i ) Interest Index. The Interest Index shall
be based on not less than twenty (20) component issuers
selected by the Indexing Agent which have outstanding one or
more issues of securities the interest on which is exempt
from federal income taxation, which may include, without
limitation, issues of commercial paper, project notes, bond
anticipation notes, revenue anticipation notes and tax
anticipation notes. So long as the Notes are rated by either
Moody' s Investors Services, Inc. ( "Moody' s" ) or Standard &
Poor' s Corporation ( "S&P" ) in its highest short-term rating
category, each component issuer must either have outstanding
(i ) securities rated by either Moody' s or S&P in its highest
note or commercial paper rating category (and no securities
rated by either Moody' s or S&P in any lower rating category)
or unrated project notes guaranteed by an agency of the
United States of America, or ( ii ) securities rated by either
Moody' s or S&P in' either of its two highest long-term rating
categories (and no securities rated by either Moody' s or S&P
in any lower rating category) and either (A) have no
outstanding notes or commercial paper, or (B) have
outstanding notes or commercial paper none of which is rated
by either Moody' s or S&P. In the event that the Notes are
not rated by either Moody' s or S&P in the highest short-term
rating category of such rating agency, the Interest Index
shall thereafter be based on component issuers whose
outstanding securities, in the judgment of the Indexing
Agent, carry ratings by Moody' s or S&P that are comparable to
those carried by the Notes . With respect to each component
issuer, the Indexing Agent shall make a judgment as to the
rate of interest per annum required on the date of
computation to sell at one hundred per cent ( 100%) of the
principal amount thereof an obligation of such issuer the
interest on which is exempt from federal income taxation and
having a 30--.day maturity, and the Interest Index shall be the
average of the nates of int-rarest so calculated. Such
calculation with respect to each component issuer shall be
based solely on the cred _twort.ha ness of the issuer itself and
shall not be based on the creditworthiness of any other
entity, including, without limitation, the guarantor of any
6
00 173
issue or the owner, user or other beneficiary of facilities
financed with obligations issued by such issuer. The
specific component issuers -.may be—changed . fromtime -to, time
by the Indexing Agent in its discretion, and notice. of any ....
.such changes shall be promptly given to the. County, the
Paying Agent and the Underwriter.
(ii ) Interest on the Notes. For the Interest
Period commencing on the date of initial authentication and
delivery of the Notes and ending on the day immediately
preceding the first Interest Payment Date, the Notes shall
bear interest at the Initial Rate for the Notes. With
respect to each Interest Period thereafter, the rate may be
adjusted, effective each Interest Payment Date, to the
Adjusted Rate. The Adjusted Rate shall be determined as
follows: The Indexing Agent shall compute the Interest Index
on Monday, July 2, 1984, and, thereafter, on each Monday (or
if such Monday is not a Business Day, the next succeeding
Business Day) prior to each Interest Payment Date with
respect to the Notes, and shall provide such Interest Index
to the County and the Underwriter. On the Wednesday (or if
such day is not a Business Day, on the next succeeding
Business Day thereafter) of the week preceding the week in
which falls the first Interest Payment Date, and thereafter
on each' Interest Payment Date with respect to the Notes, the
Underwriter, having due regard to prevailing financial market
conditions, shall determine the rate which, if borne by the
Notes, would, in its .judgment, be the interest rate, but
would not exceed the interest rate, which would enable the
Underwriter to market the Notes on the next succeeding
Interest Payment Date at a price equal to one hundred per
cent ( 100%) of the principal amount thereof, and the interest
rate so determined shall be the interest rate for the
Interest Period commencing on such next succeeding Interest
Payment Date; provided that the Adjusted Rate so determined
shall not be more than one hundred ten per cent ( 110%) , nor
less than ninety per cent (90%) , of the Interest Index so
provided; and further provided that the Interest Rate shall
not exceed the maximum interest rate permitted by law. The
Underwriter shall disseminate such Adjusted Rate on the
Munifacts Wire on the date it is determined and also shall
give telephonic notice (confirmed by written notice) to the
County, the Paying Agent and the Fiscal Agent of such
Adjusted Rate.
(iii- ) Tpte>rest Rate If Urideri?ri..ter is No Lodger
U id.er --he Aore erl.ient. Notwith:,31-_andinanything to
1-}ie contrary contained in this Resolut-ion, the Interest Rate
on the Notes shall he eighty percent (80%) of the Reference
Rate, as the same nay he adjusted from time to t-I me (but in
":o evei-It area`k:er than 'Che mtax7.iC!U.m interest. rate pi:ri.i ':tcd by
7
00 1'7L
law) with the Interest Rate changing on the same day as a .
change in the Reference Rate is announced, from and after the
date on which the Underwriter named in the Agreement ceases
to remarket or position Notes for any reason permitted by the
Agreement. " 'The ' Interest Payment Dates for Notes shall -remain
the same as before the Interest Rates thereon were adjusted
pursuant to this paragraph. In the event the Underwriter
ceases to remarket or position Notes, or proposes so to do,
for any reason permitted under the Agreement, it shall so
notify the County, the Paying Agent and each registered
holder of a Note, specifying the 'date upon which the
Underwriter did or will so cease, which shall be the date
interest on the Notes shall commence to be eighty percent
(80%) of the Reference Rate.
(c) Tender for Purchase by Noteholder. Any
registered owner of a Note shall have the right to tender
such Note, but not a part thereof, for purchase by the
Underwriter according to the terms of the Agreement on any
Interest Payment Date by ( i ) giving telephonic notice to the
Paying Agent prior to 10 a.m. New York City time on the
Monday (or if such Monday is not a Business Day, the next
succeeding Business Day) next preceding such Interest Payment
Date and ( ii ) delivering such Note, with the Election Notice,
on the reverse thereof, completed and signed by the
Noteholder or his duly authorized representative, to the
Paying Agent prior to 10: 00 a.m. New York City time on such
Interest Payment ;Date. Such Election Notice shall be
substantially in the form of Exhibit B attached hereto. The
Paying Agent shall notify, by telephone, the County and the
Underwriter upon receipt of each telephonic notice of
tender. Upon the receipt of such notification, the
Underwriter will use its best efforts to offer for sale and
to sell each Note for which a telephonic notice of tender has
been given, at one hundred per cent ( 100%) of the principal
amount thereof, for delivery on such Interest Payment Date.
If on such Interest Payment Date the Underwriter has not been
able to arrange for the resale, at one hundred per cent
( 100%) of the principal amount thereof, of all Notes for
which. Noteholder' s Election Notices have been filed with the
Paying Agent, the Underwriter_ , pursuant to and subject to the
terms and conditions of the Agreement, shall purchase, at one
hundred per cent ( 100%) of the principal a:itount thereof, the
aggregate principal amount of Notes which have not been
remarketed by 12 : 30 p.m. , New York City time, on such
Tnterest Falvment Date. The Paying Agent s-hall pay to each
:registered owner of any Nlote for which a Noteholder' s
Election Not. .ce haS been filed, against delivery of s':.;.ch
Note, in i;r4*;:ediately .available funds, the principal amount
.t_herFof and interest thereon to such Interest Payr:;ent Date by
check or draft delivered to or upon the order of
8
00 1'75
registered owner. Funds for the payment of such principal
amount shall be advanced by the Underwriter to the Paying
Agent at 10: 00 a.m. (New York City time) on such Interest
Payment Date. and shall, .if.., the..,.Underw.r.iter is .able to
remarket such Note, be reimbursed to the Underwriter ..from..the
proceeds of such remarketing. Nothing contained herein or in
the Agreement shall obligate the. County to repurchase any
Notes tendered for purchase, such obligation being only that
of the Underwriter and then only in accordance with the terms
of the Agreement.
(d) Registration, Transfer, and Replacement of
.Notes. Any Note may, in accordance with its terms, be
transferred, 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, accompanied by delivery of a written instrument
of transfer, duly executed in a form approved by the Paying
Agent. Transfer of a Note shall not be permitted with
respect to any Note or Notes for which a notice of tender of
purchase has been given in accordance with Section 3 (c) .
Whenever any Note shall be surrendered for transfer
or tendered for payment in accordance with Section 3 (c ) , the
County shall execute and the Paying Agent shall authenticate,
if required, and deliver a new Note of the same series and
maturity and for a like aggregate principal amount. The
Paying Agent shall .require the Noteholder requesting such
transfer to pay any tax or other governmental charge required
to be paid with respect to such transfer.
The Paying Agent will keep or cause to be kept, at
its principal office in New York, New York, 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 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.
If any Note sha.11 become mutilated., the County, at
-the expense of the owner of said. ;Note, ^hell execute, and the
Paying Agent shall thereupon authenticate and deliver a new
Note of like tenor and number in exchange and substitution
for -the Niue so :iiutllated, but only upon surrenfier_ to the
,ilnying Agent of the *iU i:C ::i0 `:1':.;t:J. 1.L=t.ed. Every ';it i.l l.i.l ai.:ed iiOte
CO s.;.i7. c. ;c4c,=,._ri to -L.he .i?;.y:i ig ":gel.-It sI.iall 1Je c aincelled :by it
and delAver,:.d to, or upon -he order of, the County. of any
rote shall be lost, destroyed or stolen, evidence of such
loss, de;-t_ract-ion or f_h.ertr.ay be submitted Co the County and
9
00 1-76
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 and deliver a new
Note of like tenor and number in lieu of and in substitution
for -the; Note to 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 of a sum not exceeding the actual cost of
preparing each new Note issued pursuant to this paragraph and
of the expenses which may be incurred by the County and the
Paying Agent in the premises. 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.
Prior to the transfer of any Note in accordance
with the provisions hereof, the County and the Paying Agent
may treat the person in whose name any Note is registered as
the owner of such Note for the purpose of receiving payment
of principal of and interest on such Note and for all other
purposes whatsoever, and neither the County, nor the Paying
Agent shall be affected by notice to the contrary.
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.
(e) Redemption of Notes. The County may, but need
not, redcee:m all, but not less than all, of the Notes, at any
time after conversion of the Interest Rate on the Notes to
eighty percent (80%) of the Reference Rate in accordance with
Section 3 (b) (iii ) , -iipon :lot less tha`.1 14 days prior wr'ittC.n
notice of zE de;?p�:i on, :spt_c::i.fyi.ng -t-he date fixed for
redemption. Notice of redemption shall be deemed given w .en
lepositted .in .the U. S. :Mail, first class nostare prepaid,
10
00 :'
addressed to the Paying Agent and to each registered owner at
the address shown on the books of registration maintained by
the Paying Agent for that purpose, or if there is no such
address , mare of the Paying Agent. " The redemption price
shall ,be. .the-p.rincipal. amount . of Notes being redeemed,
without any premium or penalty, plus accrued and unpaid
interest to the date fixed for redemption. If on the
redemption date specified in the notice the County deposits
with the Fiscal Agent, in immediately available funds, a sum
sufficient to pay the aggregate principal amount of Notes
being redeemed and interest thereon to the redemption date
specified in the notice, then interest on such Notes shall
cease to accrue from and after such date and the obligation
of the County with respect to such Notes shall be discharged
and thereafter such Notes shall be payable only from the
moneys on deposit therefor with the Paying Agent.
Section 4. Form of Notes . The Notes shall be
issued only in fully registered form, without coupons. The
Notes shall be substantially in the form and substance set
forth in Exhibit A, attached hereto and by reference
incorporated herein, the blanks in said form to be filled in
with appropriate words and figures.
Section_ 5 . Use of Proceeds. The moneys borrowed
under the Notes shall be deposited in the General Fund of the
County and used and expended by the County for any purpose
for which it is authorized to expend funds from the General
Fund of the •County.
Section 6. ReRaYment P1ede .
( a) The principal amount of the Notes, together
with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys which are
received by the County for the .Gener. al Fund of the County
during or attributable to Fiscal Year 1984-1985 .
As security for the payment of principal of and
interest on the Notes, the County hereby pledges the
following: the first $35, 000, 000 of Unrestricted Revenues
received in the acco-onting period ending January 11, 1985;
the first $5, 000, 000 of Unrestricted Revenues received in the
accounting period ending Febriiary 12 , 1985 (plus the amount
of any deficiency in the amount deposited in the "Repayment
Fund" as hereinafter defined d-uriP.g i'.he acCount-i.ng period
->.;i=3:.ng 3;�n':.�:ry 1.1., 1�?85 ) ; t��e fi_::.:'� +5, �)0(), O(i0 of
Unresi_.ric-ted Re%;-e,:ues received in I'T-e acccun.ing period
Winding MP.rch 1.2 , 1985 (plus the amount of P y deficiency in
the za noant derosite:d in i:ha Repayment Fund during the
FACCOL?I')cl.rig }?�-riod ^Tiding F is br--Liary 12, 1935 ) ; the
11
00 178
$5, 000,000 of Unrestricted Revenues received in the
accounting period ending April 11, 1985 (plus the amount of
any deficiency in the amount deposited in the Repayment Fund
during the accounting period ending March 12, 1985) ; the
first- $15, 000, 000 of Unrestricted Revenues received in the
accounting period- ending May. 13, 1985 (plus' the amount of any
deficiency in the amount deposited in the Repayment Fund
during the accounting period ending April 11, 1985) , together
with an amount sufficient to pay interest then remaining to
be paid on all Notes at maturity ( at an assumed Interest Rate
of 10% per annum and net of estimated earnings on moneys in
the Repayment Fund) , ( such pledged amounts being hereinafter
called the "Pledged Revenues" ) . If such moneys are
insufficient to fully fund this pledge by May 13, 1985, the
County hereby covenants that it will take all action on its
part required to obtain the Advance contemplated by
Section 14 to make up any deficiency ( such Advance being
hereinafter called the "Other Pledged Moneys" ) .
(b) As security for the payment of principal of
and interest on the Bank Notes, if any (and subject to
obtaining an Advance) , the County hereby pledges .(the "Bank
Pledge" ) all Unrestricted Revenues received by the County on
or after May 14, 1985 up to an amount necessary to pay
principal of and interest on the Bank Notes (estimated at a
rate of 10% per annum) at maturity, provided that the amount
in the Repayment Fund (including any proceeds of the Advance)
is sufficient to pay the principal of and interest at
maturity on all Notes Outstanding. .
Section 7. Repayment Funds.
(a) Repayment Fund. At intervals of at least
every five Business Days during the accounting period in
which received, commencing on the tenth such Business Day,
the Pledged Revenues shall be deposited by the County with,
and. held in trust by, the Fiscal Agent, as hereinafter
appointed, in a special fund designated -the 1984-1985 Note
Repayment Fund (the "Repayment Fund" ) and shall be applied as
directed in this Resolution. The Other Pledged Moneys, if
any, shall be deposited by the Bank directly into the
Repayment Fund on the date the same are advanced by the Bank
pursuant to -the Credit Agra_-ement. The principal of and
interest on the Notes shall constitute a first lien and
charge on amounts deposited in the Repayment Fund; any money
deposited in the Repayment Fund shall be for the ratable
benefit of the holdr-_rs of the Noises. Until the Noy=es and all
i17tF_'reSt r;tle are paid In 1111 or ii1L provision S.1 has �2eri
rrlc`Ide for the payment in 'Lull of the >r.ircli7al of and interest
on the Notes, the moneys in the R^pQyment Fund shall_ be
applied only for t_h` purposes for which the sayirie was
12
Q0 179
created. On the maturity date of the Notes the amount of
money in the Repayment Fund necessary to pay principal of and
interest on the Notes shall be transferred to the Paying
Agent. Any excess amount. remaini.ng.....in.:such fund shall- be
transferred to the Bank Note Repayment Fund.
(b) Bank Note Repayment Fund. On May 14, 1985,
and at intervals of each three Business Days thereafter,
Unrestricted Revenues forming a part of the Bank Pledge shall
be deposited by the County with, and held in trust by the
Fiscal .Agent,. in a special fund designated the "Bank Note
Repayment Fund" (the "Bank Note Repayment Fund" ) and shall be
applied as directed in this Resolution, subject in all
instances to fully funding the pledge required by
Section 6(a) (whether through Pledged Revenues or Other
Pledged Moneys) and subject further to the County' s obtaining
an Advance under the Credit Agreement. The principal of and
interest on the Bank Notes shall constitute a first lien and
charge on amounts deposited in the Bank Note Repayment Fund;
any money deposited in the Bank Note Repayment Fund shall be
for the ratable benefit of the holders of the Bank Notes.
Until the Bank Notes and all interest due thereon are paid in
full or until provision has been made for payment in full of
the principal thereof and interest thereon, the moneys in the
Bank Note Repayment Fund shall be applied only for the
purpose for which the same was created. The Treasurer shall
arrange for transfer to the Bank of moneys from the Bank Note
Repayment Fund when the same has sufficient funds therein to
pay principal of the. Bank Notes and interest thereon to the
date of such payment, at which time the Bank Notes shall be
prepaid.
(c) Investment. Moneys in each of the Repayment
Fund and the Bank Note Repayment Fund shall be invested as
permitted by Section 53601 of the Government Code, provided
that no moneys shall be invested in investments permitted by
subsection (h) (except that moneys may be invested in
negotiable certificates of deposit of the fifty largest banks
in the United States or domestic subsidiaries of the largest
fifty world banks, so long as such world banks are domiciled
in the following countries: Western Hemisphere - United
States and Canada; Europe - France, Ger;�any (West) ,
Netherlands, Norway, Sweden, Switzerland and the United
Kingdom; Asia - Australia and Japan, as ranked by size of
deposits) and subsection (i ) (to the extent that subsection
(i ) applies to reverse repurchase agree:-encs) of said
Section 53601, and further provided, hoS,'e_%,er, that riroleys in
the said Funds inay 1:e :invested in any legal inve-s .,ment not
specified herein if the flank consents to such invnstr'lent,
Investments in th-a Repayment Fund and Bank Note Repayment
Fund shall not have maturity dates later than the maturity
13
00 i p Q0
date of the Notes and Bank Notes, respectively. The proceeds
of any such investments shall be retained by the Fiscal Agent
in the Fund from which the related investment was made until
the principal of all. of. .the. .Note.s. or ..Bank. .No.tes, . as..-the case
may be, and the unpaid interest thereon shall have been fully
paid or until provision shall have been made for such
payment, at which time any excess amount shall be transferred
to the General Fund of the County.
Section 8. Fiscal Agent. Bank of America National
Trust and Savings Association in San Francisco, California,
is hereby appointed fiscal agent for the Notes (the "Fiscal
Agent" ) . Funds held by the Fiscal Agent in the Repayment
Fund and Bank Note Repayment Fund shall be held and invested
as herein provided. The form of Fiscal Agent Agreement
attached hereto as Exhibit C is hereby approved, and the
Treasurer is hereby authorized to execute and directed to
execute the same substantially in the form attached with such
changes as he deems necessary.
Section 9 . Execution of Notes. The Treasurer is
hereby authorized to sign the Notes by use of his facsimile
signature, and the Clerk of the Board of Supervisors of the
County is hereby authorized to countersign the Notes by use
of his facsimile signature and to affix the seal of the Board
.thereto by facsimile impression thereof, and said officers
are hereby authorized to cause the blank spaces thereof to be
filled in as may be appropriate. The Notes shall not be
valid, however,. unless and until the Paying Agent shall have
manually authenticated such Notes.
Section 10. Validity of Proceedings. It is hereby
covenanted and warranted by the County that all
representations and recitals contained in this Resolution are
true and correct, and that the County, and its appropriate
officials, have duly taken all proceedings necessary to be
taken -by .them, . and will take any additional proceedings
necessary to be taken by them, for the levy, collection and
enforcement of the taxes, revenue, income, cash receipts and
other moneys pledged hereunder in accordance with law and for
carrying out the provisions of this Resolution.
Section 11 . Tax Covenants . The Board, as issuer
of the Notes on behalf of the County, hereby covenants that
it will make no use of the proceeds of the Notes which would
cause the Notes to be "arbitrage bonds" under Section 103 (c)
of the Internal Revenue Cnde of 1954, as amended; and, 'co
that end, so long as a_iy of .the Nates are outs tandi r:g, the
Board, �,rii h re: pec t to -hey 1.,roceeds of the Notes, and all
officers having custody or contx-ol of such proceeds, shall
cornol.y with all rr'-CSI.Zi r+ Traci i:s of said section and the
14
00 1 �_1
regulations of the United States Department of the Treasury
thereunder, to the extent that such regulations are, at the
time, applicable and in effect, so that the Notes will not be
"arbitrage bonds. "
Section 12 . Paying Agent . and Registrar-.
BankAmerica Trust Company of New York, New York, New York is
hereby designated as registrar and paying agent for the
payment of principal of and interest on the Notes. The
County hereby directs and authorizes the payment by the
Paying Agent of the interest on and principal of the Notes
when such become due and payable, from an account held by the
Paying Agent in. the name of the County in the manner set
forth herein. The County hereby covenants to deposit funds
in such account at such times and in such amounts to provide
sufficient moneys to make interest payments on each Interest
Payment Date and to pay the principal of and interest on the
Notes on the day on which they mature or on the date of
redemption thereof. 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
removing the Paying Agent and appointing one or more
successors thereto, or appointing additional financial
institutions to act as paying agent or registrar, all without
notice to or the consent of the registered owner of any
Note. Any such successor paying agent shall be a bank or
trust company with offices in New York, New York acceptable
. to the County and the Underwriter.
Section 13 . _Purchase and Remarketing Agreement.
The Agreement will be entered into with the Underwriter,
substantially in the form attached hereto as Exhibit D,
whereby the Underwriter shall purchase the Notes from the
County and purchase or remarket the Notes as more
particularly set forth therein. Such Agreement is hereby
approved and the Treasurer of the County is hereby authorized
and directed to execute the Agreement with such completions,
, insertions and changes as he deems necessary provided that
the amount of the Initial Rate designated therein shall not
exceed 10%.
Section 14. Credit_ Agreement and Advance. The
Credit Agreement, substantially in the form attached hereto
as Exhibit E, will be entered into with the Bank whereby the
Bank will provide the Advance to the County in an amount not
to exceed $08, 250, 000 (as agreed upon by the Treasurer on
behalf of the County and 1--he Bank as specified in the Credit
A.grer_inen.t) :solely for the of fund-ing, on May 13,
1985, any unf<inded portion of the plecage contemplated by
15
00.- 182
paragraph (a) of Section 6 hereof, such amount being in
addition to the authorized issue of Notes pursuant to
Section 3 (a) .
The Credit Agreement is hereby approved, and the
Treasurer and each and every Authorized Officer; as' defined
in the Credit Agreement, is hereby severally authorized and
directed to execute the Credit Agreement substantially in the
form attached with such changes as the executing officer
deems necessary except that the maximum commitment fee agreed
upon by the Treasurer on behalf of the County shall not
exceed 1/16th of 1% of the total amount of the Credit ( as
defined therein) , to execute and deliver Bank Notes
evidencing the obligation to repay the Advance not exceeding
$68, 250, 000, substantially in the form of Exhibit B attached
to the Credit Agreement, and to execute and deliver any other
documents required thereunder.
The Board, as issuer of the Notes on behalf of the
County, hereby covenants that the Credit Agreement or a
revolving credit agreement providing the equivalent security
as the Credit Agreement will remain in effect during the term
of the Notes .
Section 15 . Approval_of_Official Statement. The
form of Official Statement relating to the Notes, attached
hereto as Exhibit F, in substantially in the form presented
to this meeting, is hereby approved with such additions,
changes :.and corrections as the Treasurer may approve upon
consultation with the County' s Bond Counsel; the distribution
of said Official Statement in preliminary form is hereby
ratified; and the Treasurer and the Underwriter are hereby
authorized to distribute copies of said Official Statement in
final form in connection with the offering and sale of the
Notes.
16
00 183
PASSED AND ADOPTED by the Board of Supervisors of
the County of Contra Costa this 26th day of June, 1984, by
the following vote:
AYES: Supervisors Powers, Fanden, Schroder, McPeak, Torlakson
NOES: None
ABSENT: None
Chairman of the Board of Supervisors
of . the County of Contra Costa
(Seal )
Attest J. R. OLSSON, County Clerk
12-1 and.ex of icio Clerk of the Board
By %CP4A—A- Deputy
ClerM of the Board of Supervisors
of the County of Contra Costa
17
00 184