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HomeMy WebLinkAboutRESOLUTIONS - 07171984 - 84-405 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. 84/405 WHEREAS, pursuant to Sections 53850 et seg. 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 America 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 Dealer Remarketing Agreement to the Board; and WHEREAS, The Long-Term Credit Bank of Japan, Ltd. , has proposed to enter into a Credit Agreement pursuant to which the Bank would issue a Line of Credit which may be 000143 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 and if the County has insufficient funds on hand. to pay interest on the Notes when due; and 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 July 17, 1984, between the County and the Underwriter. "Bank" means The Long-Term Credit Bank of Japan, Ltd. "Bank Notes" means notes of the County issued pursuant to the Credit Agreement, evidencing the obligation of the County to repay an Advance from the Bank to the County. 2 000 "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 July 25, 1984. "Interest Period" means the period commencing on (and including) an Interest Payment Date and ending on the day immediately preceding the next succeeding Interest Payment Date (or, in the case of the .first Interest Period, the period commencing on July 18, 1984 and ending on the day immediately preceding the first Interest Payment Date. 3 0001_ "Interest Rate" shall mean 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. "Treasurer" means the Treasurer-Tax Collector of the County. "Underwriter" means Bank of America National Trust and Savings Association, the purchaser of the Notes issued hereunder and the remarketing agent for such Notes, or its successors or assigns. "Unrestricted Revenues" means taxes, income, revenue, cash receipts, and other moneys which are received for the General Fund of the County during or attributable to 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 4 000 .46 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 or any integral multiple thereof, shall be dated as of July 18, 1984, shall mature on July 31, 1985 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 July 18, 1984 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 Paying 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 July 18, 1984. 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 and including the preceding Interest Payment Date to which interest has been paid. 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 whose name such Note is registered on the registration books of the Paying Agent at 10: 00 a.m. , New York City time, on such Interest Payment Date (except that in the case of the tender of a Note pursuant to Section 3 (c) , interest shall be paid as provided in that section) . 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 offered and sold or repurchased as of 10:01 a.m. , New York 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 5 00047 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 rates of interest so calculated. Such calculation with respect. to each component issuer shall be based solely on the creditworthiness of the issuer itself and shall not be based on the creditworthiness of any other entity, including, without limitation, the guarantor of any issue or the owner, user or other beneficiary of facilities financed with obligations issued by such issuer. The specific component issuers may be changed from time 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 July 18, 1984 and ending on the day 6 00011. 8 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 16, 1984, and, thereafter, on each Monday (or if such Monday is not a Business Day, on 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) 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.. (c) Tender for Purchase by Noteholder. Any registered owner of a Note shall have the right to tender such Note, or any $100,000 portion 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 10:00 a.m. New York City time on the Monday (or if such Monday is not a Business Day, on 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 7 tender. Upon the receipt of such notification, the Underwriter will use its best efforts to offer for sale and to sell each Note or portion thereof 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 or portions thereof 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 amount thereof, the aggregate principal amount of Notes or portions thereof which have not been remarketed by 12 : 30 p.m. , New York City time, on such Interest Payment Date. The Paying Agent shall pay to each registered owner of any Note or portion thereof for which a Noteholder' s Election Notice has been filed, against delivery of such Note, in immediately available funds, the principal amount thereof tendered for purchase and interest thereon to such Interest Payment Date by check or draft delivered to or upon the order of such 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 Underwriter 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 or portions thereof 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 or Notes of authorized denominations and for a like aggregate principal amount. The 8 000150 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 shall become mutilated, the County, at the expense of the owner of said Note, shall execute, and the Paying Agent shall thereupon authenticate and deliver a new Note of like 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 and deliver a new Note of like 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 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. 9 00015 .. 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) Acceleration of Notes. If the County fails to pay interest on the Notes on any Interest Payment Date and such failure continues for a period of five Business Days, all Notes shall become due and payable on the second Interest Payment Date following the end of such grace period. Notice of such acceleration of maturity of the Notes shall be ,given by the County which notice shall specify the date on which all Notes shall mature. Notice of acceleration of maturity shall be deemed given when deposited in the U. S. Mail, first class postage prepaid, 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, care of the Paying Agent. Any failure to receive such notice or any defect therein shall not affect the accelerated maturity date of the Notes. The amount payable by the County on acceleration of the Notes shall be the principal amount of the Notes, without any premium or penalty, plus accrued and unpaid interest to the date specified in such notice as the date of maturity., The Notes shall bear interest until paid at the rate of interest in effect on the date of such default in the payment of interest. If the County has insufficient available funds to pay the principal of and interest on the Notes upon acceleration, the County hereby covenants to take all action on its part required to obtain an Advance contemplated by Section 14 to make up any deficiency and to. cause such advance to be deposited directly with the Paying Agent. If on the maturity date specified in the notice the County deposits or causes to be deposited with . the Paying Agent, in immediately available funds, a sum sufficient to pay the aggregate principal amount of Notes Outstanding and interest thereon to the 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. 10 000152 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. U Section 6. Repayment Pledge. (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 General 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 accounting period ending January 11, 1985; the first $5, 000, 000 of Unrestricted Revenues received in the accounting period ending February 12, 1985 (plus the amount of any deficiency in the amount deposited in the "Repayment Fund" as hereinafter defined during the accounting period ending January 11, 1985) ; the first $5,000, 000 of Unrestricted Revenues received in the accounting period ending March 12, 1985 (plus the amount of any deficiency in the amount deposited in the Repayment Fund during the accounting period ending February 12, 1985) ; the first $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 on or after April 12, 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 12% per annum) , ( 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 an Advance contemplated by Section 14 to make up any deficiency (such Advance being hereinafter called the "Other Pledged Moneys" ) . 11 0001`:3 (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 the date any Bank Note is issued up to an amount necessary to pay principal of and interest on the outstanding Bank Notes (estimated at a rate of 12% per annum) at maturity, provided, however, that during each of the accounting periods specified in paragraph (a) of Section 6 above and on or after April 12, 1985 such pledge shall be funded only after the amount of Pledged Revenues required to be deposited in such period or on or after such date has been deposited in full in the Repayment Fund. 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 Agreement. 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 holders of the Notes. Until the Notes and all interest due are paid in full or until provision has been made for the payment in full of the principal of and interest on the Notes, the moneys in the Repayment Fund shall be applied only for the purposes for which the same was created. On each Interest Payment Date after May 13, 1985, the Fiscal Agent shall transfer to the Paying Agent the amount necessary to pay interest on the Notes on such Interest Payment Date. 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 remaining in such fund shall be transferred to the Bank Note Repayment Fund. (b) Bank Note Repayment Fund. On or after the date of issue of any Bank Note 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 12 � 1PR I 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 funding the - pledge in the amounts and at the times 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 Bark 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 the principal of and interest, to the date of such payment, on the Bank Note which has been outstanding for the longest period of time, at which time such Bank Note shall be prepaid. In this manner, the County will prepay the Bank Notes in the order in which they are issued. (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, Germany (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 agreements) of said Section 53601, and further provided, however, that moneys in the said Funds may be invested in any legal investment not specified herein if the Bank consents to such investment. Investments in the Repayment Fund and Bank Note Repayment Fund shall not have maturity dates later than the maturity 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 Notes or Bank Notes, 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. 13 000155 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 Agency 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 Code of 1954, as amended; and, to that end, so long as any of the Notes are outstanding, the Board, with respect to the proceeds of the Notes, and all officers having custody or control of such proceeds, shall comply with all requirements of said section and the 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 14 0001. 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. If the County has insufficient available funds to deposit the amount required on any Interest Payment Date, the County hereby covenants to take all action on its part required to obtain an Advance contemplated by Section 14 to make up any deficiency and to cause such advance to be deposited directly with the Paying Agent. 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 Advances. The Credit Agreement, substantially in the form attached hereto as Exhibit E, will be entered into with the Bank whereby the Bank will provide Advances to the County, subject to the conditions contained therein and as described further below, in an aggregate amount not to exceed at any time outstanding $67,297, 000 (as agreed upon by the Treasurer on behalf of the County and the Bank as specified in the Credit Agreement) for the purpose of paying the principal of and interest on the Notes upon the acceleration of the maturity date of the Notes as contemplated by paragraph (e) of Section 3 hereof, for the purpose of funding any unfunded portion of the pledge contemplated by paragraph (a) of Section 6 hereof, and for 15 0005`7 the purpose of providing sufficient funds for the payment of interest as contemplated by Section 12 hereof, provided, that in no event shall the aggregate amount of outstanding Advances to the County solely for the payment of interest, as contemplated by Section 12, exceed at any one time $608,000 and, provided further, that the aggregate principal amount of an Advance for payment of the principal of and interest on the Notes upon acceleration of maturity or for the funding of the Repayment Fund shall not exceed $66, 689, 000. The aggregate amount of Advances is 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 1/10th of 1% of the total amount of the Credit and Interest Credit (as defined therein) , to execute and deliver Bank Notes evidencing the obligation to repay Advances not exceeding at any time outstanding $67,297, 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. Section 16. Repeal of Prior Resolution. Resolution No. 84-377, adopted by the Board on June 26, 1984 is hereby repealed. 16 000158 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this LZa day of July, 1984, by the following vote: _ AYES: Supervisors ers, J- ahde,? Se_hrade�� �or /�lcss--2 NOES: I&I e, ABSENT: S�, �ev��sur '7j1 e-�es `- Chairman of the Board of Supervisors of the County of Contra Costa ( Seal ) Attest �P (� / SSoo,, eler,AZ CFerW of the Board of Supervisors of the County of Contra Costa 17 000 '� �