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HomeMy WebLinkAboutRESOLUTIONS - 06031986 - 86-326 1^'1 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1986-1987 AND THE ISSUANCE AND SALE OF 1986-1987 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLUTION NO. 86/ �1& TABLE OF CONTENTS Page Section 1. Board Determination . . . . . . . . . . . 2 Section 2 . Definitions . . . . . . . . . . . . . 2 Section 3 . Terms of the Notes . . . . . . . . . 5 (a) Authorization of Issuance . . . . . 5 (b) Denominations, Maturity, Payment and Determination of Interest Rates 6 (i ) Interest on Series A Notes 7 (ii ) Interest on Series B Notes 7 (iii ) Interest on Series C Notes 8 (iv) Interest on Series D Notes 9 (v) Interest on Series E Notes 10 (c) Tender for Purchase by Noteholder 10 (d) Registration, Transfer, and Replacement of Notes . . . . . . . . 11 (e) Acceleration of Notes . . . . . . . 13 Section 4. Form of Notes . . . . . . . . . . . . . . 13 Section 5 . Use of Proceeds . . . . . . . . . . . . . 13 Section 6. Repayment Pledge . . . . . . . . . . 13 Section 7 . Repayment Funds . . . . . . . . . . . . . 15 (a) Establishment . . . . . . . . . . . 15 (b) Investment . . . . . . . . . . . . . 15 Section S. Fiscal Agent . . . . . . . . . , . . 16 Section 9 . Execution of Notes . . . . . . . . . . . 16 Section 10. Validity of Proceedings . . . . . . . . . 16 Section 11 . Tax Covenants . . . . . . . . . . . . . 16 Section 12 . Paying Agent and Registrar . . . . . . . 16 i Page Section 13 . Purchase and Remarketing Agreement . . . 17 Section 14. Approval of Official Statement . . . . . 17 Exhibit A Form of Series A Note . . . . . . . . . A-1 Exhibit B Form of Series B Note . . . . . . . . . . B-1 Exhibit C Form of Series C Note . . . . . . . . . . C-1 Exhibit D Form of Series D Note . . . . . . . . . . D-1 Exhibit E Form of Series E Note . . . . . . . . . . E-1 Exhibit F Form of Election Notice . . . . . . . . . F-1 [to be printed on Note ] Exhibit G Form of Fiscal Agency Agreement . . . . . G-1 Exhibit H Form of Contract of Purchase and Dealer Remarketing Agreement . . . . . . H-1 Exhibit I Form of Official Statement Relating to the Notes . . . . . . . . . . . . . . I-1 ii RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1986-1987 AND THE ISSUANCE AND SALE OF 1986-1987 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLUTION NO. 86 ' 12 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 Seventy-Five Million Dollars ($75,000,000) 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 1986-1987; and WHEREAS, the County intends to borrow, for the purposes set forth above, as hereinafter defined, Seventy-Five Million Dollars ($75,000,000) 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 Seventy-Five Million Dollars ($75, 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 1986-1987, 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 1986-1987 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 (the "Agreement" ) to the Board; and WHEREAS, the County has determined that, in order to provide for the remarketing of the. Notes of Series A, Series B, Series C and Series D, to reduce interest costs to the County for such Notes and to provide liquidity and additional security to the holders of such Notes, it is appropriate for the County to enter into the Agreement, which provides for the remarketing by the Underwriter of such Notes and the purchase of such Notes under certain circumstances as described therein; and WHEREAS, the County desires, to enter into the Agreement so as to provide for such remarketing, to reduce such interest costs and to provide such liquidity and additional security; 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: "Accounting Period" means any of the thirteen (13) accounting periods into which a fiscal year is divided by the County for budgeting and financial reporting purposes. "Adjusted 'Rate" means the interest rate per annum, with respect to the Notes of Series A, Series B, Series C and Series D, equal to the rate calculated in accordance with Section 3 (b) hereof. "Agreement" means the Contract of Purchase and Dealer Remarketing Agreement, between the County and the Underwriter, as executed and delivered. "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. 2 "Fiscal Agent" means First Interstate Bank of California, having its principal corporate trust office in San Francisco, California. "Initial Rate" means, with respect to each series of Notes, the rate of interest initially borne by such series of Notes as set forth in the Agreement. "Interest Index" means the rate of interest equal to the bond equivalent yield of 91-day United States Treasury bills on the basis of the average per annum discount rate at which such 91-day Treasury bills shall have been sold at the most recent United States Treasury auction. "Interest Payment Date" means (i) with respect to the Series A Notes and the Series B Notes, July 30, 1986 and every fourth Wednesday (or if such a day is not a Business Day, the next succeeding Business Day) thereafter; (ii ) with respect to the Series C Notes, October 29, 1986, January 28, 1987, April 29, 1987 and July 29, 1987 (or if such a day is not a Business Day, the next succeeding Business Day) thereafter; (iii ) with respect to the Series D Notes, January 7, 1987 and July 29, 1987; and (iv) with respect to the Series E Notes, July 29, 1987 . "Interest Payment Period" means, with respect to any series of Notes, the period commencing on (and including) an Interest Payment Date and ending on (and including) the day immediately preceding the next succeeding Interest Payment Date (or, in the case of the first Interest Payment Period, the period commencing on (and including) July 1, 1986 and ending on (and including) the day immediately preceding the first Interest Payment Date. "Interest Period" means, with respect to any series of Notes, the period commencing on (and including) a Rate Adjustment Date and ending on (and including) the day immediately preceding the next succeeding Rate Adjustment Date (or, in the case of the first Interest Period, the period commencing on (and including) July 1, 1986 and ending on (and including) the day immediately preceding the first Rate Adjustment Date . "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 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes authorized to be issued hereunder. 3 "Noteholder" or "Holder" 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(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. "Purchase Price" means (i ) with respect to any Series A Notes purchased in accordance with Section 3(c) hereof on any Rate Adjustment Date which is not an Interest Payment Date for the Series A Notes, 100% of the principal amount thereof plus accrued interest thereon, if any, to the Rate Adjustment Date and (ii ) with respect to any Series A Notes purchased in accordance with Section 3 (c) hereof on any Rate Adjustment Date which is an Interest Payment Date for the Series A Notes, and with respect to any Series B Notes, any Series C Notes and any Series D Notes purchased in accordance with Section 3 (c) hereof, 100% of the principal amount thereof. "Rate Adjustment Date" means (i) with respect to the Series A Notes, July 30, 1986 and each Wednesday thereafter and (ii ) with respect to the Series B Notes, the Series C Notes and the Series D Notes, the Interest Payment Date for each such series, respectively. "Repayment Fund" means the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Note Repayment Fund established pursuant to Section 7 hereof. "Series A Note" or "Series A Notes" means one or more 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series A, authorized to be issued hereunder. "Series B Note" or "Series B Notes" means one or more 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series B, authorized to be issued hereunder. 4 "Series C Note" or "Series C Notes" means one or more 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series C, authorized to be issued hereunder. "Series D Note" or "Series D Notes" means one or more 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series D, authorized to be issued hereunder. "Series E Note" or "Series E Notes" means one or more 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series E, authorized to be issued hereunder. "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 1986-1987 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 1986-1987, and not pursuant to any common plan of financing, the County hereby authorizes the borrowing of the aggregate principal amount of Seventy-Five Million Dollars ($75, 000, 000) by the issuance of one or more series of temporary notes under Sections 53850 et sec. . of the Government Code of the State of California, generally designated as the "County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes. " The Notes may consist of one or more series of Notes, to be designated, if and to the extent issued, respectively (i ) the "1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series A"; (ii ) the "1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series B" ; (iii ) the "1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series C" ; (iv) the "1986-1987 Short Term 5 Optional Put Tax and Revenue Anticipation Notes, Series D"; and (v) the "1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series E"; provided that if only Series E Notes are issued hereunder, such the Notes shall be designated "County of Contra Costa 1986-1987 Tax and Revenue Anticipation Notes. " The actual series- of Notes to be issued and the principal amount, if any, of such series shall be as set forth in the Agreement. (b) Denominations, Maturity, Payment and Determination of Interest Rates. The Notes shall each be in the denomination of $100,000, or any integral multiple thereof, shall be dated July 1, 1986, shall mature on July 29, 1987 and shall bear interest from the Interest Payment Date with respect to the applicable series of Notes next preceding the date of authentication thereof, unless (i ) such date of authentication shall be prior to the first Interest Payment Date with respect to such series, in which case it shall bear interest from July 1, 1986 or (ii ) such date of authentication shall be an Interest Payment Date with respect to such series, 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 of any series shall be in default, Notes of such series issued in exchange for Notes of such series surrendered for transfer or exchange shall bear interest from the last date to which interest has been paid in full on the Notes of such series or, if no interest has been paid on the Notes of such series, from July 1, 1986. Interest on the Series A Notes, Series B Notes, Series C Notes and Series D Notes shall be payable on each Interest Payment Date with respect to the applicable series at the applicable interest rate or rates for the Interest Payment Period with respect to such series which terminates 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 with respect to such series to which interest has been paid. Interest on the Series E Notes shall be payable on the Interest Payment Date for the Series E Notes at the applicable interest rate for the Interest Payment Period with respect to the Series E Notes, computed on the basis of a 360-day year of twelve 30-day months. On the Interest Payment Date for each series of Notes, the Paying Agent shall pay accrued and unpaid interest for each Interest Payment Period with respect to the applicable series of Notes by check or draft mailed to the Holder of each such 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. The offer and sale or repurchase of any Note as contemplated by Section 3 (c) hereof, shall 6 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 thereof, in lawful money of the United States of America, at the principal office of the Paying Agent. (i) Interest on Series A Notes. For the Interest Period commencing on July 1, 1986 and ending on (and including) July 29, 1986, the Series A Notes shall bear interest at the Initial Rate for the Series A Notes. With respect to each Interest Period thereafter, the rate shall be adjusted, effective each Rate Adjustment Date with respect to the Series A Notes, to the Adjusted Rate for the Series A Notes. Such Adjusted Rate shall be determined as follows: On July 28, 1986, and thereafter on each Monday (or if such day is not a Business Day, the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series A Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series A Notes on such Rate Adjustment Date at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on the next succeeding Wednesday; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or .more in aggregate principal amount of the Series A Notes, the Adjusted Rate for the Series A Notes so determined shall not be more than one hundred twenty per cent (120%) , nor less than eighty per cent (80%) , of 75% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series A Notes on the next succeeding Rate Adjustment Date for the Series A Notes at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephonic notice (subsequentlyconfirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If the Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series A Notes shall be 75% of the Interest Index as of each Rate Adjustment Date. (ii ) Interest on Series B Notes. For the Interest Period commencing on July 1, 1986, and ending on (and including) the day immediately preceding the first Rate 7 Adjustment Date with respect to the Series B Notes, the Series B Notes shall bear interest at the Initial Rate for the Series B Notes. With respect to each Interest Period thereafter, the interest rate shall be adjusted, effective each Rate Adjustment Date with respect to the Series B Notes, to the Adjusted Rate for the Series B Notes. Such Adjusted Rate shall be determined as follows: On the Monday next preceding each Rate Adjustment Date with respect to the Series B Notes (or if such day is not a Business Day, the .next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series B Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series B Notes on the next succeeding Rate Adjustment Date with respect to the Series B Notes at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on such Interest Payment Date; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series B Notes, the Adjusted Rate so determined shall not be more than one hundred twenty per cent (120%) , nor less than eighty per cent (80%) , of 80% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series B Notes on the next succeeding Rate Adjustment Date for the Series B Notes at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on .the Munifacts Wire on the date it is determined and shall also give telephonic notice (subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If the Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series B Notes shall be 807, of the Interest Index as of each Rate Adjustment Date. (iii ) Interest on Series C Notes. For the Interest Period commencing on July 1, 1986, and ending on (and including) the day next preceding the first Rate Adjustment Date with respect to the Series C Notes, the Series C Notes shall bear interest at the Initial Rate for the Series C Notes. With respect to each Interest Period for the Series C Notes thereafter, the interest rate shall be adjusted, effective each Rate Adjustment Date with respect to the Series C Notes, to the Adjusted Rate for the Series C Notes. Such Adjusted Rate shall be determined as follows: On the- Monday next preceding each Rate Adjustment Date with respect to the Series C Notes (or if such day is not a Business Day, the next preceding Business Day) , the 8 Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series C Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series C Notes on such Rate Adjustment Date at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on such Rate Adjustment Date; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series C Notes, the Adjusted Rate so determined shall not be more than one hundred twenty per cent (120%) , nor less than eighty per cent (80%) , of 85% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series C Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephone notice (subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If the Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series C Notes shall be 85% of the Interest Index as of each Rate Adjustment Date. (iv) Interest on Series D Notes. For the Interest Period commencing on July 1, 1986, and ending on (and including) the day next preceding the Rate Adjustment Date with respect to the Series D Notes, the Series D Notes shall bear interest at the Initial Rate for the Series D Notes. With respect to the Interest Period for the Series D Notes thereafter, the interest rate shall be adjusted, effective on the Rate Adjustment Date with respect to the Series D Notes, to the Adjusted Rate for the Series D Notes. Such Adjusted Rate shall be determined as follows: On the Monday next preceding the Rate Adjustment Date with respect to the Series D Notes (or if such day is not a Business Day, the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series D Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series D Notes on such Rate Adjustment Date at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on such Rate Adjustment Date; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series D Notes, the Adjusted Rate so determined shall not be 9 more than one hundred twenty per cent (1209;) , nor less than eighty per cent (80%) , of 85% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series D Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephone notice (subsequently confirmed by written notice) . to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If the Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series D Notes shall be 85% of the Interest Index as of each Rate Adjustment Date. (v) Interest on the Series E Notes. The Series E Notes shall bear interest to and including July 29, 1987 at the Initial Rate for the Series E Notes. NOTWITHSTANDING THE FOREGOING, THE ADJUSTED RATE WITH RESPECT TO ANY SERIES OF NOTES SHALL NOT EXCEED THE LESSER OF 12% OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW. (c) Tender for Purchase by Noteholder. Any registered owner of a Note of Series A, Series B, Series C or Series D shall have the right to tender such Note, or any $100, 000 portion thereof, for purchase by the Underwriter in accordance with the terms of the Agreement on any Rate Adjustment Date for such Note by (i ) giving telephonic notice to the Paying Agent prior to 10:00 a.m. (New York City time) on the Tuesday next preceding the Rate Adjustment Date (or if such Tuesday is not a Business Day, on the next preceding Business Day) , 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 Rate Adjustment Date. Such Election Notice shall be substantially in the form of Exhibit F 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 or portion thereof for which telephonic notice of tender has been given, at the Purchase Price, for delivery on such Rate Adjustment Date. If on such Rate Adjustment Date the Underwriter has not been able to arrange for the resale, at the Purchase Price, 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 the Purchase Price, the aggregate 10 principal amount of Notes or portions thereof which have not been remarketed by 12 :30 p.m. (New York City time) on such Rate Adjustment Date. The Paying Agent shall pay the Purchase Price of such Notes tendered for purchase by check or draft mailed 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. Funds for the payment of such Purchase Price shall be advanced by the Underwriter to the Paying Agent at 10:00 a.m. (New York City time) on such Rate Adjustment 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, Exchange, Transfer, and Replacement of Notes. Any Note may, in accordance with its terms, be transferred, or exchanged for a like aggregate principal amount of the same series and in authorized denominations, 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 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 exchange 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 of the same series for a like aggregate principal amount. The Paying Agent shall require the Noteholder requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. 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. 11 If any Note shall become mutilated, the County, at the expense of the Holder 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. 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. 12 (e) Acceleration 'of Notes. If the County fails to pay interest on any Note on any Interest Payment Date occurring prior to the Interest Payment Date on July 29, 1987 and such failure continues for a period of five Business Days, .all Notes shall become due and payable ten Business Days 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 United States 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, in 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 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. Section 4. Form of Notes. The Notes shall be issued only in fully registered form, without coupons. The Series A Notes, the Series B Notes, the Series C Notes, the Series D Notes and the Series E Notes shall be substantially in the form and substance set forth in Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, respectively, 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. Repayment Pledge. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other 13 moneys which are received by the County for the General Fund of the County during or attributable to Fiscal Year 1986-1987. As security for the payment of the principal of and interest on the Notes, the County hereby pledges the first Forty Million Dollars ($40, 000,000) of the first installment of property taxes (to be received by the County during December 1986, and attributable to the County on the secured roll which becomes due and payable on November 1, 1986 and delinquent on December 10, 1986) which is transferred to the general fund of the County in the Accounting Period ending January 12, 1987; and the first Thirty-Five Million Dollars ($35, 000, 000) , together with an amount sufficient (net of earnings to the date of such deposit on moneys in the Repayment Fund) (i ) to satisfy and make up any deficiency in the amount required to be deposited in the Repayment Fund during any prior Accounting Period and (ii ) to pay the interest on the Notes accruing and unpaid after the date of such deposit to maturity at an assumed interest rate of the lesser of 12% per annum or the maximum legal rate of interest (to the extent the actual interest rate cannot be determined) , of the second installment of property taxes (to be received by the County during April, 1987, and attributable to the County on the secured roll which becomes due and payable on February 1, 1987 and delinquent on , April 10, 1987) which is transferred to the general fund of the County in the Accounting Period ending on May 12, 1987. In the event that by the next to last Business Day of any such Accounting Period there are insufficient secured property taxes so transferred to permit the deposit into the Repayment ,Fund of the full amount thereof to be deposited from said secured property taxes in such Accounting Period, then the amount of any deficiency shall be satisfied and made up on such date from any other moneys of the County lawfully available for the payment of the principal of the Notes and the interest thereon. In the event that on such date the amount of other. moneys of the County lawfully available for said payment is insufficient to fully satisfy and make up any deficiency in the deposit into the Repayment Fund required hereunder, then such deficiency shall be satisfied and made up from the first other moneys of the County lawfully available for said payment when the same are received by the County. The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor (all as provided in Sections 53856 and 53857 of the Government Code) . 14 Section 7. Repayment Fund. (a) Establishment. In the Accounting Period in which received, the Pledged Revenues (in cash or in investments permitted by Section 7(b) hereof which have a market value on such Business Day equal to the amount..required to be deposited on such Business Day) shall be deposited by the County with, and held in trust by, the Fiscal Agent, as hereinafter appointed, in a special fund designated the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Note Repayment Fund and shall be applied as directed in this Resolution. The principal of and interest on the Notes shall constitute a first lien and charge on amounts deposited in the Repayment Fund and any money deposited in the Repayment Fund shall be for the ratable benefit of the Holders of the Notes. Until the principal of the Notes and all interest due thereon 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 such Repayment Fund was created. On each Interest Payment Date after May 12, 1987, the Fiscal Agent shall transfer to the Paying Agent the amount necessary to pay interest on the Notes on such Interest Payment Date if and to the extent the County has not provided funds to the Paying Agent for such purpose. On the maturity date of the Notes the amount of money in the Repayment Fund necessary to pay principal of and interest due at maturity on the Notes shall be transferred to the Paying Agent. (b) Investment. Moneys in the 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 . Investments of moneys on deposit in the Repayment Fund shall not have maturity dates later than the maturity date of the Notes. The proceeds of any such investments shall be retained by the Fiscal Agent in the Repayment Fund until the principal of all of the Notes 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. 15 Section S. Fiscal Agent. First Interstate Bank of California 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 shall be held and invested as herein provided. The form of Fiscal Agency Agreement attached hereto as Exhibit G 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 (the "Code" ) or "federally-guaranteed obligations" under Section 103 (h) of the Code or obligations described in Section 103(o) of the Code; 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, " "federally-guaranteed obligations" or obligations described in Section 103 (o) of the Code . Section 12 . Paying Agent and Registrar. BankAmerica Trust Company of New York, is hereby designated 16 the registrar and paying agent of the County 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. 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 H, 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 with such additions, changes or corrections as the County Treasurer may approve upon consultation with County Counsel . The County Treasurer is hereby authorized and directed to determine which series of the Notes shall be issued and the principal amount of each such series, not to exceed the aggregate principal amount for all series of Notes of $75, 000, 000. Such determinations shall be set forth in the Agreement. The County Treasurer is hereby authorized and directed to negotiate, with the Underwriter, the Initial Interest Rates, not to exceed twelve percent (12%) per annum, on the Notes and the discount, if any, on the purchase price of the Notes paid by the Underwriter. If such Initial Interest Rates (not to exceed twelve percent (12%) per annum) and said purchase price are acceptable to the County Treasurer, the County Treasurer is hereby further authorized and directed to execute and deliver the Agreement and such other documents required to be executed and delivered thereunder, for and in the name and on behalf of the County. Section 14. Approval of Official Statement. The form of Official Statement relating to the Notes attached hereto as Exhibit I , substantially in the form presented to this meeting, is hereby approved with such additions, changes 17 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. PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 3rd day of June , 1986, by the .following vote: AYES: Supervisors Fanden, McPeak, Schroder , Torlakson, Powers . . NOES: None . ABSENT: None. -Tom Powers Chairman of the Board of Supervisors of the County of Contra Costa (Seal ) Attest Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors of the County of Contra Costa By 'le Deputy Clerk 18 CERTIFICATE OF DEPUTY CLERK OF THE BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA The undersigned Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certifies that the foregoing is a full, true and correct copy of a Resolution duly adopted at a meeting of the Board of Supervisors of the County of Contra Costa duly and regularly held in Martinez, California, on June 3 , 1986, at which meeting all of the members of said Board of Supervisors had due notice . The undersigned further certifies that he or she has carefully compared the foregoing copy with the original minutes of said meeting on file and of record in his or her office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the County of Contra Costa hereto this 25th day of June 1986 . Dep Clerk ofohe Board of Supervisors of he County of Contra Costa [ SEAL) Jr' 1 EXHIBIT A COUNTY .OF CONTRA COSTA, CALIFORNIA 1986-1987 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTE SERIES A REGISTERED No. REGISTERED $ Date: July 1, 1986 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to or registered assigns, the principal sum of Dollars ($ ) on July 29, 1987, unless payment of this Note shall have been duly made or provided for upon acceleration of the maturity hereof, and to pay interest on the balance of said principal sum from time to time remaining unpaid from and including the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, , unless this Note is authenticated prior to July 30, 1986 or as of a day that is an Interest Payment Date, in which case it shall bear interest from July 1, 1986 or from such Interest Payment Date, respectively; provided, however, that if at the time of registration of this Note, interest is in default on this Note, such Note shall bear interest from the Interest Payment Date to which interest has. previously been paid, or from July 1, 1986 if no interest has been paid hereon, until the principal hereof shall have become due. Interest, computed on a 365-day year basis and actual days elapsed, is payable on July 30, 1986, and on each fourth Wednesday thereafter or if such day is not a Business Day, on the next succeeding Business Day (each hereinafter referred to as an "Interest Payment Date" ) and at maturity (and accrued to each such date) , at the Initial Rate to and including July 29, 1986 and then at an Adjusted Rate all as more fully described below, in lawful money of the United States of America until payment in full of said principal sum. Interest paid on an Interest Payment Date shall be paid by check or draft mailed or delivered to the person in whose name this Note is registered at 10: 00 a.m. (New York City time) on such Interest Payment Date. The principal of this Note shall be payable only to the registered owner hereof upon presentation and surrender of -this Note as .-the same shall fall due -at maturity or upon acceleration at the principal office of BankAmerica Trust Company of New York, as Paying Agent, Attention: Corporate Trust Administration, 40 Broad Street, 4th Floor, New York, A-1 040511-0028-099-4277p 05/27/86 New York 10004. No interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. The Initial Rate shall be % per annum. On July 30, 1986 and on each Wednesday thereafter, the interest rate may be adjusted, effective on each Wednesday (a "Rate Adjustment Date" ) , to an Adjusted Rate. An Adjusted Rate, effective on a Rate Adjustment Date for the period commencing on such Rate Adjustment Date to and including the day immediately preceding the next Rate Adjustment Date (an "Interest Period" ) , shall be a rate determined as follows: On July 28, 1986 and thereafter on each Monday (or, if such day is not a Business Day, the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series A Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series A Notes on the next succeeding Rate Adjustment Date with respect to the Series A Notes at the Purchase Price (as defined in the Resolution) , and the interest rate so determined shall be the interest rate for the Interest Period commencing on the next succeeding Wednesday; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series A Notes, the Adjusted Rate for the Series A Notes so determined shall not be more than one hundred twenty per cent ( 120%) , nor less than eighty per cent (80%) , of 75% of the Interest Index, but, in any event, the rate which would, in. its judgment, enable the Underwriter to remarket the Series A Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephonic notice ( subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If the Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series A Notes shall be 75% of the Interest Index as of each Rate Adjustment Date. NOTWITHSTANDING THE FOREGOING, THE ADJUSTED RATE SHALL NOT EXCEED THE LESSER OF 12% OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing, if the County fails to pay interest on the Notes on any Interest Payment Date for any series of Notes prior to July 29, 1987 and such failure continues for a period of five Business Days, all Notes shall become due and payable ten Business Days following the end of A-2 040511-0028-099-4277p 05/27/86 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. Any failure to receive such notice or any defect therein shall not affect the accelerated maturity date of the Notes, all as more fully provided in Section 3 (e) of the Resolution. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series A (the "Series A Notes" ) aggregating Dollars ($ ) in principal amount issued as one of series of County of Contra Costa 1986-1987 Short Term Optional Put Notes (the "Notes" ) aggregating Seventy-Five Million Dollars ($75, 000, 000) in aggregate principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, 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 required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. 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 for or accrued to the General Fund of the County during Fiscal Year 1986-1987 . As security for the payment of the principal of and interest on the Notes, the County has pledged to deposit in trust in the Repayment Fund (as that term is defined in the Resolution) : the first $40, 000, 000 of the first installment of secured property taxes (to be received by the County during December, 1986, and attributable to .the County- on .the..secured. roll .which.becomes due and payable on November 1, 1986 and delinquent on December 10, 1986) , which is transferred to the general fund of the County in the Accounting Period ending on January 12, A-3 040511-0028-099-4277p 05/27/86 1987; and the first $35, 000,000, together with an amount sufficient (net of earnings on moneys to the date of such deposit in the Repayment Fund) (i ) to satisfy and make up any deficiency in the amount required to be deposited in the Repayment Fund during any prior Accounting Period and (ii ) to pay the interest on the Notes accruing and unpaid after the date of such deposit to maturity at an assumed interest rate of the lesser of 12% per annum or the maximum. legal rate of interest (to the extent the actual interest rate cannot be determined) , of the second installment of secured property taxes. (to be received by the County during April, 1987, and attributable to the County on the secured roll which becomes due and payable on February 1, 1987 and delinquent on April 10, 1987) which is transferred to the general fund of the County in the Accounting Period ending on May 12, 1987 . The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersigned by the the facsimile signature of the Clerk of the Board of Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all as of July 1, 1986. COUNTY OF CONTRA COSTA By Alfred P. Lomeli County Treasurer-Tax Collector (Seal) Countersigned: Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors A-4 040511-0028-099-4277p 05/27/86 CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within. mentioned Resolution and is one of the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series A of the County of Contra Costa. Date of Authentication: BankAmerica Trust Company of New York, as Registrar By Authorized Officer A-5 040511-0028-099-4277p 05/27/86 [Form of. reverse side of fully registered note] County of Contra Costa, California 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series A At the option of the registered owner hereof, this Note will be purchased according to the terms and subject to the conditions of that certain Contract of Purchase and Dealer Remarketing Agreement, dated as of July 1, 1986 (the "Agreement" ) , between the County and Bank of America National Trust and Savings Association (the "Bank" ) , on any Rate Adjustment Date by (i ) giving telephonic notice to the Paying Agent prior to 10: 00 a.m. (New York City time) on the Tuesday (or if such Tuesday is not a Business Day, the next preceding Business Day) prior to such Rate Adjustment Date and (ii) delivery of this Note (with the form of Election Notice attached hereto completed) to the Paying Agent prior to . 10:00 a.m. (New York City time) on such Interest Payment Date. THE OBLIGATION TO PURCHASE THIS NOTE AT THE OPTION OF THE REGISTERED OWNER HEREOF IS NOT AN OBLIGATION OF THE COUNTY BUT IS ONLY AN OBLIGATION OF THE BANK PURSUANT TO THE AGREEMENT. THE OBLIGATION OF THE BANK TO SO PURCHASE THIS NOTE IS NOT UNCONDITIONAL. IN THE EVENT THE BANK IS NOT OBLIGATED TO PURCHASE THIS NOTE THEN THERE IS NO OPTION OR OTHER RIGHT TO HAVE THIS NOTE PURCHASED. This Note is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered holder 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. A-6 040511-0028-099-4277p 05/27/86 [FORM OF ASSIGNMENT) For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute( s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature guaranteed: A-7 040511-0028-099-4277p 05/27/86 EXHIBIT B COUNTY OF CONTRA COSTA, CALIFORNIA 1986-1987 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTE SERIES B REGISTERED No. REGISTERED $ Date: July 1, 1986 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to or registered assigns, the principal sum of Dollars ($ ) on July 29, 1987, unless payment of this Note shall have been duly made or provided for upon acceleration of the maturity hereof, and to pay interest on the balance of said principal sum from time to time remaining unpaid from and including the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless this Note is authenticated prior to July 30, 1986 or as of a day that is an Interest Payment Date, in which case it shall bear interest from July 1, 1986 or from such Interest Payment Date, respectively; provided, however, that if at the time of registration of this Note, interest is in default on this Note, such Note shall bear interest from the Interest Payment Date to which interest has previously been paid, or from July 1, 1986 if no interest has been paid hereon, until the principal hereof shall have become due. Interest, computed on a 365-day year basis and actual days elapsed, is payable on July 30, 1986, and on each fourth Wednesday thereafter or if such day is not a Business Day, on the next succeeding Business Day (each hereinafter referred to as an "Interest Payment Date" ) and at maturity (and accrued to each such date) , at the Initial Rate to and including July 29, 1986 and then at an Adjusted Rate all as more fully described below, in lawful money of the United States of America until payment in full of said principal SUM. Interest paid on an Interest Payment Date shall be paid by check or draft mailed or delivered to the person in whose name this Note is registered at 10: 00 a.m. (New York City time) on such Interest Payment Date. The principal of this. Note shall be payable only to the registered owner hereof upon presentation and surrender ,of .this Note as the same -shall fall due at maturity or upon acceleration at the principal office of BankAmerica Trust Company of New York, as Paying Agent, Attention: Corporate Trust Administration, 40 Broad Street, 4th Floor, New York, B-1 040S11-0028-099-4277p 05/27/86 New York 10004. No interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. The Initial Rate shall be % per annum. On July 30, 1986 and on each fourth Wednesday thereafter, the interest rate may be adjusted, effective on- each fourth Wednesday (a "Rate Adjustment Date" ) , to an Adjusted Rate. An Adjusted Rate, effective on a Rate Adjustment Date for the period commencing . on such Rate Adjustment Date to and including the day immediately preceding the next Rate Adjustment Date (an "Interest Period" ) , shall be a rate determined as follows: On July 28, 1986 and thereafter on the Monday preceding each Rate Adjustment Date (or, if such day is not a Business Day, the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series B Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series B Notes on the next succeeding Rate Adjustment Date with respect to the Series B Notes at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on the next succeeding Wednesday; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series B Notes, the Adjusted Rate for the Series B Notes so determined shall not be more than one hundred twenty per cent ( 120%) , nor less than eighty per cent (80%) , of 80% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series B Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephonic notice (subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series B 'Notes shall be 80% of the Interest Index as of each. Rate Adjustment Date. NOTWITHSTANDING THE FOREGOING, THE ADJUSTED RATE SHALL NOT EXCEED THE. LESSER OF 12% OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing,- if the County fails to pay interest on the Notes on any Interest Payment Date for any series of Notes prior to July 29, 1987 and such failure continues for a period of five Business Days, all Notes shall B-2 040511-0028-099-4277p 05/27/86 become due and payable ten Business Days 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. Any failure to receive such notice or any defect therein shall not affect the accelerated maturity date of the Notes, all as more fully provided in Section 3(e) of the Resolution. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series B (the "Series B Notes" ) aggregating ($ ) in principal amount issued as one of series of County of Contra Costa 1986-1987 Short Term Optional Put Notes (the "Notes" ) aggregating Seventy-Five Million Dollars ($75, 000, 000) in aggregate principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, 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 required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. 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 for or accrued to the General Fund of the County during Fiscal Year 1986-1987 . As security for the payment of the principal of and interest on the Notes, the County has pledged to deposit in trust in the Repayment Fund (as that term is defined in the Resolution) : the first $40, 000, 000 of the first installment of secured property taxes (to be received .by..the. County during December 1986, and attributable to the County on the secured roll which becomes due and payable on November 1, 1986 and delinquent on December 10, 1986) which is transferred to the general fund of the County B-3 040511-0028-099-4277p 05/27/86 in the Accounting Period ending on January 12, 1987; and the first $35, 000, 000, to the date of such deposit together with an amount sufficient (net of earnings on moneys in the Repayment Fund) (i ) to satisfy and make up any deficiency in the amount required to be deposited in the Repayment Fund during any prior Accounting Period and (ii ) to pay the interest on the Notes accruing and unpaid after the date of such deposit to maturity at an assumed interest rate of the lesser of 12% per annum or the maximum legal rate of interest (to the extent the actual interest rate cannot be determined) , of the second installment of secured property taxes (to be received by the County during April 1987, and attributable to the County on the secured roll which becomes due and payable on February 1, 1987 and delinquent on April 10, 1987) which is transferred to the general fund of the County in the Accounting Period ending on May 12, 1987 . The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersigned by the the facsimile signature of the Clerk of the Board of Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all as of July 1, 1986. COUNTY OF CONTRA COSTA By Alfred P. Lomeli County Treasurer-Tax Collector (Seal) Countersigned: Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors B-4 040511-0028-099-4277p 05/27/86 CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within mentioned Resolution and is one of the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series B of the County of Contra Costa. - Date of Authentication: BankAmerica Trust Company of New York, as Registrar BY Authorized Officer B-5 040511-0028-099-4277p 05/27/86 [Form of reverse side of fully registered note] County of Contra Costa, California 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series B At the option of the registered owner hereof, this Note will be purchased according to the terms and subject to the conditions of that certain Contract of Purchase and Dealer Remarketing Agreement, dated as of July 1, 1986 (the "Agreement" ) , between the County and Bank of America National Trust and Savings Association (the "Bank" ) , on any Rate Adjustment Date by (i ) giving telephonic notice to the Paying Agent prior to 10:00 a.m. (New York City time) on the Tuesday (or if such Tuesday is not a Business Day, the next preceding Business Day) prior to such Rate Adjustment Date and (ii) delivery of this Note (with the form of Election Notice attached hereto completed) to the Paying Agent prior to 10: 00 a.m. (New York City time) on such Interest Payment Date. THE OBLIGATION TO PURCHASE THIS NOTE AT THE OPTION OF THE REGISTERED OWNER HEREOF IS NOT AN OBLIGATION OF THE COUNTY BUT IS ONLY AN OBLIGATION OF THE BANK PURSUANT TO THE AGREEMENT. THE OBLIGATION OF THE BANK TO SO PURCHASE THIS NOTE IS NOT UNCONDITIONAL. IN THE EVENT THE BANK IS NOT OBLIGATED TO PURCHASE THIS NOTE THEN THERE IS NO OPTION OR OTHER RIGHT TO HAVE THIS NOTE PURCHASED. This Note is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be. issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered holder 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. B=6 040511-0028-099-4277p 05/27/86 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute( s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature guaranteed: B-7 040511-0028-099-4277p 05/27/86 EXHIBIT C COUNTY OF CONTRA COSTA, CALIFORNIA 1986-1987 SHORT TERM OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTE SERIES C REGISTERED No. REGISTERED $ Date: July 1, 1986 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to or registered assigns, the principal sum of Dollars ($ ) on July 29, 1987, unless payment of this Note shall have been duly made or provided for upon acceleration of the maturity hereof, and to pay interest on the balance of said principal sum from time to time remaining unpaid from and including the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless this Note is authenticated prior to October 29, 1986 or as of a day that is an Interest Payment Date, in which case it shall bear interest from July 1, 1986 or from such Interest Payment Date, respectively; provided, however, that if at the time of registration of this Note, interest is in default on this Note, such Note shall bear interest from the Interest Payment Date to which interest has previously been paid, or from July 1, 1986 if no interest has been paid hereon, until the principal hereof shall have become due. Interest, computed on a 365-day year basis and actual days elapsed, is payable on October 29, 1986, and on each thirteenth Wednesday thereafter or if such day is not a Business Day, on the next succeeding Business Day (each hereinafter referred to as an "Interest Payment Date" ) and at maturity (and accrued to each such date) , at the Initial Rate to and including October 28, 1986 and then at an Adjusted Rate all as more fully described below, in lawful money of the United States of America until payment in full of said principal sum. Interest paid on an Interest Payment Date shall be paid by check or draft mailed or delivered to the person in whose name this Note is registered at 10 : 00 a.m. (New York City time) on such Interest Payment Date. The principal of this Note shall be payable only to the registered owner hereof upon presentation and surrender of this Note as the -same shall. fall due at maturity or upon acceleration at the principal office of BankAmerica Trust Company of New York, as Paying Agent, Attention: Corporate Trust Administration, 40 Broad Street, 4th Floor, New York, C-1 040511-0028-099-4277p 05/27/86 New York 10004. No interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. The Initial Rate shall be % per annum. On October 29, 1987 and on each thirteenth Wednesday thereafter, the interest rate may be adjusted, effective on each thirteenth Wednesday (a "Rate Adjustment Date" ) , to an Adjusted Rate. An Adjusted Rate, effective on a Rate Adjustment Date for the period commencing on such Rate Adjustment Date to and including the day immediately preceding the next Rate Adjustment Date (an "Interest Period" ) , shall be a rate determined as follows: On October 27, 1987 and thereafter on the Monday preceding each Rate Adjustment Date (or, if such day is not a Business Day, on the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series C Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series C Notes on the next succeeding Rate Adjustment Date with respect to the Series C Notes at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period commencing on the next succeeding Wednesday; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series C Notes, the Adjusted Rate for the Series C Notes so determined shall not be more than one hundred twenty per cent ( 120%) , nor less than eighty per cent (80%) , of 85% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series C Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephonic notice ( subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series C Notes shall be 85% of the Interest Index as of each Rate Adjustment Date. NOTWITHSTANDING THE FOREGOING, THE ADJUSTED RATE SHALL NOT EXCEED THE LESSER OF 12% OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing, if the County fails to pay interest on the Notes on any Interest Payment Date for any series of Notes prior to July 29, 1987 and such failure C-2 040511-0028-099-4277p 05/27/86 continues for a period of five Business Days, all Notes shall become due and payable ten Business Days 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. Any failure to receive .such notice or any defect therein shall not affect the accelerated maturity date of the Notes, all as more fully provided in Section 3(e) of the Resolution. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes Series C (the "Series C Notes" ) aggregating Dollars ($ ) in principal amount issued as one of series of County of Contra Costa 1986-1987 Short Term Optional Put Notes (the "Notes" ) aggregating Seventy-Five Million Dollars ($75, 000, 000) in aggregate principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, 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 required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. 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 for or accrued to the General Fund of the County during Fiscal Year 1986-1987 . As security for the payment of the principal of and interest on the Notes, the County has pledged to deposit in trust in the Repayment Fund (as that term is defined in the Resolution) : the first $40, 000, 000 of the . first , insta-llment of-secured property -taxes (to be received by the County during December 1986, and attributable to the County on the secured roll which becomes due and payable on November 1, 1986 and delinquent on December 10, C-3 040511-0028-099-4277p 05/27/86 1986) which is transferred to the general fund of the County in the Accounting Period ending on January 12, 1987; and the first $35,000,000, together with an amount sufficient (net of earnings on moneys to the day of such deposit in the Repayment Fund) (i) to satisfy and make up any deficiency in the amount required to be deposited in the Repayment Fund during any prior Accounting Period and (ii) to pay the interest .on the Notes accruing and unpaid after the date of such deposit to maturity at an assumed interest rate of the lesser of 12% per annum or the maximum legal rate of interest (to the extent the actual interest rate cannot be determined) , of the second installment of secured property taxes (to be received by the County during April 1987, and attributable to the County on the secured roll which becomes due and payable on November 1, 1987 and delinquent on April 10,1987) which is transferred to the general fund of the County, in the Accounting Period ending on May 12, 1987. The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersigned by the the facsimile signature of the Clerk of the Board of Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all as of July 1, 1986. COUNTY OF CONTRA COSTA By Alfred P. Lomeli County Treasurer-Tax Collector (Seal) Countersigned: Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors C-4 040511-0028-099-4277p 05/27/86 CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within mentioned Resolution and is one of the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series C of the County of Contra Costa. Date of Authentication: BankAmerica Trust Company of New York, as Registrar By Authorized Officer C-5 040511-0028-099-4277p 05/27/86 [Form of reverse side of fully registered note] County of Contra Costa, California 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series C At the option of the registered owner hereof, this Note will be purchased according to the terms and subject to the conditions of that certain Contract of Purchase and Dealer Remarketing Agreement, dated as of July 1, 1986 (the "Agreement" ) , between the County and Bank of America National Trust and Savings Association (the "Bank" ) , on any Rate Adjustment Date by (i) giving telephonic notice to the Paying Agent prior to 10: 00 a.m. (New York City time) on the Tuesday (or if such Tuesday is not a Business Day, the next preceding Business Day) prior to such Rate Adjustment Date and (ii ) delivery of. this Note (with the form of Election Notice attached hereto completed) to the Paying Agent prior to 10: 00 a.m. (New York City time) on such Interest Payment Date. THE OBLIGATION TO PURCHASE THIS NOTE AT THE OPTION OF THE REGISTERED OWNER HEREOF IS NOT AN OBLIGATION OF THE COUNTY BUT IS ONLY AN OBLIGATION OF THE BANK PURSUANT TO THE AGREEMENT. THE OBLIGATION OF THE BANK TO SO PURCHASE THIS NOTE IS NOT UNCONDITIONAL. IN THE EVENT THE BANK IS NOT OBLIGATED TO PURCHASE THIS NOTE THEN THERE IS NO OPTION OR . OTHER RIIGHT TO HAVE THIS NOTE PURCHASED. This Note is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered holder 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. C-6 040511-0028-099-4277p 05/27/86 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute( s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature guaranteed: C-7 040511=0028-099-4277p 05/27/86 EXHIBIT D COUNTY OF CONTRA COSTA, CALIFORNIA 1986-1987 SHORT TERM. OPTIONAL PUT TAX AND REVENUE ANTICIPATION NOTE SERIES D REGISTERED No. REGISTERED $ Date: July 1, 1986 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to or registered assigns, the principal sum of Dollars ($ ) on July 29, 1987, unless payment of this Note_ shall have been duly made or provided for upon acceleration of the maturity hereof, and to pay interest on the balance of said principal sum from time to time remaining unpaid from and including the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless this Note is authenticated prior to January 7, 1986 or as of a day that is an Interest Payment Date, in which case it shall bear interest from July 1, 1986 or from such Interest Payment Date, respectively; provided, however, that if at the time of registration of this Note, interest is in default on this Note, such Note shall bear interest from the Interest Payment Date to which interest has previously been paid, or from July 1, 1986 if no interest has been paid hereon, until the principal hereof shall have become due. Interest, computed on a 365-day year basis and actual days elapsed, is payable on January 7, 1987 (an "Interest Payment Date" ) and at maturity (and accrued to each such date) , at the Initial Rate to and including January 6, 1987 and then at an Adjusted Rate all as more fully described below, in lawful money of the United States of America until payment in full of said principal sum. Interest paid on an Interest Payment Date shall be paid by check or draft mailed or delivered to the person in whose name this Note is registered at 10: 00 a.m. (New York City time) on such Interest Payment Date . The principal of this Note shall be payable only to the registered owner hereof upon presentation and surrender of this Note as the same shall fall due at maturity or upon acceleration at the principal office of BankAmerica Trust Company of New York, as Paying Agent, Attention: Corporate Trust Administration, 40- Broad Street, 4th Floor, New York, New York 10004. No interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. D-1 040511-0028-099-4277p 05/27/86 The Initial Rate shall be % per annum. On January 7, 1986 the interest rate may be adjusted, effective on such date (the "Rate Adjustment Date" ) , to an Adjusted Rate. An Adjusted Rate, effective on the Rate Adjustment Date for the period commencing on the Rate Adjustment Date to and including July 28, 1987 (the "Interest Period" ) , shall be a rate determined as follows: On January 6, 1986 (or, if such day is not a Business Day, on the next preceding Business Day) , the Underwriter, having due regard to prevailing financial market conditions, shall determine the rate which, if borne by the Series D Notes, would, in its judgment, be the interest rate, but would not exceed the interest rate, which would enable the Underwriter to remarket the Series D Notes on the Rate Adjustment Date with respect to the Series D Notes at the Purchase Price, and the interest rate so determined shall be the interest rate for the Interest Period; provided that, if on the date of such determination, the Underwriter holds for its own account 15% or more in aggregate principal amount of the Series D Notes, the Adjusted Rate for the Series D Notes so determined shall not be more than one hundred twenty per cent ( 120%) , nor less than eighty per cent (80%) , of 85% of the Interest Index, but, in any event, the rate which would, in its judgment, enable the Underwriter to remarket the Series D Notes on the next succeeding Rate Adjustment Date at the Purchase Price. The Underwriter shall disseminate such Adjusted Rate on the Munifacts Wire on the date it is determined and also shall give telephonic notice (subsequently confirmed by written notice) to the County, the Paying Agent and the Fiscal Agent of such Adjusted Rate. If Underwriter for any reason fails to determine the Adjusted Rate, or if a court finds the method of determining the Adjusted Rate set forth above to be unenforceable, the Adjusted Rate for the Series D Notes shall be 85% of the Interest Index as of each Rate Adjustment Date. NOTWITHSTANDING THE FOREGOING, THE ADJUSTED RATE SHALL NOT EXCEED THE LESSER OF 12% OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing, if the County fails to pay interest on the Notes on any Interest Payment Date for any series of Notes prior to July 29, 1987 and such failure continues for a period of five Business Days, all Notes shall become due and payable ten Business Days 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. Any failure to - receive .such .notice. or any defect therein shall not affect the accelerated maturity date of the Notes, all as more fully provided in Section 3 (e) of the Resolution. D-2 040511-0028-099-4277p 05/27/86 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH -AT THIS PLACE. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes Series C (the "Series C Notes" ) aggregating Dollars ($ ) in principal amount issued as one of series of County of Contra Costa 1986-1987 Short Term Optional Put Notes (the "Notes" ) aggregating Seventy-Five Million Dollars ($75, 000, 000) in aggregate principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7. 6 (commencing with .Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, 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 required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. 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 for or accrued to the General Fund of the County during Fiscal Year 198.6-1987 . As security for the payment of the principal of and interest on the Notes, the County has pledged to deposit in trust in the Repayment Fund (as that term is defined in the Resolution) : the first $40, 000, 000 of the first installment of secured property taxes (to be received by the County during December 1986, and attributable to the County on the secured roll which becomes due and payable on November 1, 1986 and delinquent on December 10, 1986) which is transferred to the general fund of the County in the Accounting Period ending on January 12, 1987; and the first $35, 000,000,. together with an amount sufficient (net of earnings on moneys to the day of such deposit in the Repayment Fund) (i ) to satisfy and make up any deficiency in the amount ,re.quired to be deposited in the Repayment Fund during any prior Accounting Period and ( ii ) to pay the interest on the Notes accruing and unpaid after the date of such deposit to maturity at an assumed interest rate of the D-3 040511-0028-099-4277p 05/27/86 lesser of 12% per annum or the maximum legal rate of interest (to the extent the actual interest rate cannot be determined) , of the second installment of secured property taxes (to be received by the County during April 1987, and attributable to the County on the secured roll which becomes due and payable on February 1, 1987 and delinquent on April 10, 1987) which is transferred to the general fund of the County in the Accounting Period ending on May 12, 1987 . The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersigned by the the facsimile signature of the Clerk of the Board of Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all .as of July 1, 1986. COUNTY OF CONTRA COSTA By Alfred P. Lomeli County Treasurer-Tax Collector (Seal) Countersigned: Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors D-4 040511-0028-099-4277p 05/27/86 CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within mentioned Resolution and is one of the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series D of the County of Contra Costa. Date of Authentication: BankAmerica Trust Company of New York, as Registrar By Authorized Officer D-5 040511-0028-099-4277p 05/27/86 [Form of reverse side of fully registered note] County of Contra Costa, California 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series D At the option of the registered owner hereof, this Note will be purchased according to the terms and subject to the conditions of that certain Contract of Purchase and Dealer Remarketing Agreement, dated as of July 1, 1986 (the "Agreement" ) , between the County and Bank of America National Trust and Savings Association (the "Bank" ) , on the Rate Adjustment Date by (i ) giving telephonic notice to the Paying Agent prior to 10: 00 a.m. (New York City time) on the Tuesday (or if such Tuesday is not a Business Day, the next preceding Business Day) prior to such Rate Adjustment Date and (ii ) delivery of this Note (with the form of Election Notice attached hereto completed) to the Paying Agent prior to 10: 00 a.m. (New York City time) on such Interest Payment Date. THE OBLIGATION TO PURCHASE THIS NOTE AT THE OPTION OF THE REGISTERED OWNER HEREOF IS NOT AN� OBLIGATION OF THE COUNTY BUT IS ONLY AN OBLIGATION OF THE BANK PURSUANT TO THE AGREEMENT. THE OBLIGATION OF THE BANK TO SO PURCHASE THIS NOTE IS NOT UNCONDITIONAL. IN THE EVENT THE BANK IS NOT OBLIGATED TO PURCHASE THIS NOTE THEN THERE IS NO OPTION OR OTHER RIGHT TO HAVE THIS NOTE PURCHASED. This Note is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor. The- County and the Paying Agent may deem and treat the registered holder 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. D-6 040511-0028-099-4277p 05/27/86 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute( s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature guaranteed: D-7 040511-0028-099-4277p 05/27/86 EXHIBIT E COUNTY OF CONTRA COSTA, CALIFORNIA 1986-1987 [ SHORT TERM OPTIONAL PUT) TAX AND REVENUE ANTICIPATION NOTE SERIES E REGISTERED No. REGISTERED $ Date: July 1, 1986 FOR VALUE RECEIVED, the County of Contra Costa (the "County" ) , State of California, acknowledges itself indebted to and promises to pay to or registered assigns, the principal sum of Dollars ($ ) on July 29, 1987, unless payment of this Note shall have been duly made or provided for upon acceleration of the maturity hereof, and to pay interest on the balance of said principal sum from time to time remaining unpaid from 1986, computed on the basis of a 360-day year of twelve 30-day months, at maturity at the rate of percent (_%) per annum, in lawful money of the United States of America until payment in full of said principal SUM. Interest shall be paid by check or draft mailed or . delivered to the person in whose name this Note is registered at 10: 00 a.m. (New York City time) on July 29, 1987 . The principal of this Note shall be payable only to the registered owner hereof upon presentation and surrender of this Note as the same shall fall due at maturity or upon acceleration at the principal office of BankAmerica Trust Company of New York, as Paying Agent, Attention: Corporate Trust Administration, 40 Broad Street, 4th Floor, New York, New York 10004. No interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. Notwithstanding the foregoing, if the County fails to pay interest on the Notes on any Interest Payment Date for any series of Notes prior to July 29, 1987 and such failure continues for a period of five Business Days, all Notes shall become due and payable ten Business Days 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. Any failure to receive such notice or any defect therein shall .not .affect• the -accelerated maturity-date of- the -Notes, all as more fully provided in Section 3 (e) of the Resolution. E-1 040511-0028-099-4277p 05/27/86 This Note is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the office of the Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor. The County and the Paying Agent may deem and treat the registered holder 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. It is hereby certified, recited and declared that this Note is one of an authorized issue of County of Contra Costa 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series E (the "Series E Notes" ) aggregating Dollars ($ ) in principal amount issued as one of series of County of Contra Costa 1986-1987 Short Term Optional Put Notes (the "Notes" ) aggregating Seventy-Five Million Dollars ($75, 000, 000) in aggregate principal amount; the Notes are all made, executed and given pursuant to and by authority of a Resolution (the "Resolution" ) of the Board of Supervisors of the County duly passed and adopted under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, California Government Code, 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 required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. Every capitalized term used herein which is not defined herein shall have the same meaning as provided therefor in the Resolution. 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 for or accrued to the General Fund of the County during Fiscal Year 1986-1987 . As security for the payment of the -principal of -and interest •on the Notes, the County has pledged to deposit in trust in the Repayment Fund ( as that term is defined in the Resolution) : the first $40, 000, 000 of the first installment of secured property taxes (to be E-2 040511-0028-0.99-4277p 05/27/86 received by the County during December 1986, and attributable to the County on the secured roll which becomes due and payable on November 1, 1986 and delinquent on December 10, 1986) which is transferred to the general fund of the County in the Accounting Period ending on January 12, 1987; and the first $35, 000, 000, to the date of such deposit together with . an amount sufficient (net of earnings on moneys in the Repayment Fund) (i ) to satisfy and make up any deficiency in the amount required to be deposited in the Repayment Fund during any prior Accounting Period and (ii ) to pay the interest on the Notes due at maturity, of the second installment of secured property taxes (to be received by the County during April 1987, and attributable to the County on the secured roll which becomes due and payable on February 1, 1987 and delinquent on April 10, 1987) which is transferred to the general fund of the County in the Accounting Period ending on May 12, 1987 . The moneys required to be deposited in the Repayment Fund are hereinafter called the "Pledged Revenues. " The principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first moneys received by the County from the Pledged Revenues, and, to the extent not so paid, shall be paid from any other moneys of the County lawfully available therefor. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the facsimile signature of its County Treasurer-Tax Collector and countersigned by the the facsimile signature of the Clerk of the Board of E-3 040511-0028-099-4277p 05/27/86 Supervisors of the County, and caused its official seal or a facsimile thereof to be affixed hereto, all as of July 1, 1986. COUNTY OF CONTRA COSTA By Alfred P. Lomeli County Treasurer-Tax Collector (Seal) Countersigned: Philip J. Batchelor County Administrator and Clerk of the Board of Supervisors E-4 040511-0028-099-4277p 05/27/86 CERTIFICATE OF AUTHENTICATION This note is one of the notes described in the within mentioned Resolution and is one of the 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Notes, Series E of the County of Contra Costa. Date of Authentication: BankAmerica Trust Company of New York, as Registrar By Authorized Officer E-5 040511-0028-099-4277p 05/27/86 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute(s) and appoint( s) attorney, to transfer the same on the books of the Paying Agent with full power of substitution in the premises. Dated: Signature guaranteed: E-6 040511-0028-099-4277p 05/27/86 EXHIBIT F* To: ELECTION NOTICE The undersigned, the registered owner (the "Holder" ) of County of Contra Costa, California 1986-1987 Short Term Optional Put Tax and Revenue Anticipation Note(s) , Series ^ (the "Notes" ) , hereby notifies (the "Paying Agent" ) of the Holder' s election to have $ of the principal amount of this Note purchased on which is an Rate Adjustment Date (as defined in the hereinafter mentioned Resolution) , and demands payment of such principal sum, and interest accrued thereon, all as provided in a resolution of the Board of Supervisors of the County of Contra Costa, California authorizing the issuance of the Notes ( "Resolution" ) . The Holder acknowledges that unless this Note is delivered to the Paying Agent prior to 10: 00 a.m. New York City time, on such date, such principal amount will not be purchased on such date. The Holder understands that (a) the obligation to purchase Notes is not an obligation of the County of Contra Costa, but is only an obligation of Bank of America National Trust and Savings Association (the "Bank" ) pursuant to the Agreement referred to in the Resolution and (b) the obligation of the Bank to so purchase Notes is not unconditional . In the event the Bank is not obligated to purchase Notes then the Holder has no right to have this Note or any portion hereof purchased. Name of Registered Owner** Dated: By _ Authorized Signature * To be printed on reverse side of Note. ** Type or print name exactly as it appears on the Note being tendered for purchase. F-1 040511-0028-099-4277p 04/07/86