HomeMy WebLinkAboutRESOLUTIONS - 05211991 - 91-336 OH&S DRAFT NO. 2
05-14-91
RESOLUTION OF THE BOARD OF SUPERVISORS
OF THE COUNTY OF CONTRA COSTA
PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL
YEAR 1991-1992 AND THE ISSUANCE AND SALE OF
COUNTY OF CONTRA COSTA, CALIFORNIA, \
1991-1992 TAX AND REVENUE ANTICIPATION NOTES THEREFOR
RESOLUTION NO. 91336
WHEREAS, pursuant to Sections 53850 et seq. of the
Government Code of the State of California (the "Government
Code") , this Board of Supervisors (the "Board") has found and
determined that the sum of not to exceed One Hundred Million
Dollars ($100, 000, 000) is needed for the requirements of the
County of Contra Costa (the "County") to satisfy obligations.
payable from the General Fund and that it is necessary that
said sum .be borrowed for such purpose at this time by the
issuance of temporary notes (the "Notes") therefor in
anticipation of the receipt of taxes, revenue and other moneys
to be received by the County for the General Fund of the
County allocable to Fiscal Year 1991-1992; and
WHEREAS, it appears, and the Board hereby finds and
determines, that said sum of One Hundred Million Dollars
($100,000, 000) , when added to the. interest estimated to be
payable thereon, does not exceed eighty-five percent (85%) of
the estimated amount of the uncollected taxes, income,
revenue, cash receipts and other moneys of the County for the
General Fund of the County attributable to Fiscal Year
1991-1992 and available for the payment of the principal of
and interest on the Notes; and
WHEREAS, no money has heretofore been borrowed by
the County and the County does not contemplate such a
financing through the issuance of any temporary notes in
anticipation of the receipt of, or payable or secured by,
taxes, income, revenue, cash receipts or. other moneys of the
County received or accrued during or allocable to Fiscal Year
1991-1992; and
WHEREAS, pursuant to Section 53856 of the Government
Code of the State of California (the "Government Code") ,
certain revenues which will be received by the County for the
General Fund of the County and attributable to Fiscal Year
1991-1992 can be pledged for the payment of the principal of
and interest on the Notes; and
WHEREAS, the, County wishes to authorize the issuance
of said notes in two series, with an initial issuance of a
first series of notes (the "Notes of Series A" ) in the amount
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of not to exceed $80, 000, 000 with authorization to issue and
sell a second series of notes (the "Notes of Series B" ) in the
amount of not to exceed $20, 000, 000 in the event a second
series can be sold on - the terms set forth herein; and
WHEREAS, the Notes of Series A shall be sold to the
lowest bidder pursuant to a competitive sale to be held on
June 11, 1991 or such later date as is established by the
County Administrator of the County in accordance with the
terms of a Notice Inviting Bids for the Notes of Series A', and
the Notes of Series B shall be sold in such manner as shall
hereinafter be determined by this Board;
NOW, THEREFORE, the Board of Supervisors of the
County of Contra Costa hereby finds, determines, declares and
resolves as follows :
Sectio 1. Recitals. All of the recitals herein
set forth are true and correct, and the Board so finds and
determines .
Section 2 . Authorization of Issuance. Solely for
the purpose of anticipating taxes, income, revenues, cash
receipts and other moneys to be received by the County for the
General Fund of the County allocable to Fiscal Year 1991-1992,
and not pursuant to any common plan of financing, the County
hereby determines to and shall borrow the aggregate principal
sum of not to exceed One Hundred Million Dollars
($100,000, 000) , by the issuance of temporary notes under
Sections 53850 et seq. of the Government Code, designated
"County of Contra Costa, California, 1991-1992 Tax and Revenue
Anticipation Notes,:" and shall be issued as Notes of Series A
in an amount not to exceed $80, 000, 000 and Notes of Series B
in an amount not to exceed $20,000, 000 . The Treasurer-Tax
Collector of the County, upon consultation with Orrick,
Herrington & Sutcliffe ("Bond Counsel") , is hereby authorized
to determine the aggregate principal sum of the Notes of each
Series, which sum shall not in the aggregate exceed One
Hundred Million Dollars ($100,000, 000) or such lesser amount
upon which Bond Counsel will deliver an approving opinion as
to the exclusion from gross income for federal income tax
purposes of interest on the Notes of each series. The Notes
shall be initially issued and registered as provided in
Section 9 hereof and otherwise shall be in the denomination of
$5, 000 or any integral multiple thereof, each series thereof
shall be dated the date of issuance thereof and shall, in the
case of the Notes of Series A, be issued on or before
August 1, 1991 and shall, in the case of the Notes of
. Series B, be issued on or before December, 15, 1991, shall
mature (without option of prior redemption) on July 30, 1992,
or such other date not later than 13 months after the date of
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issuance of such Series of Notes as shall be designated by the
County Administrator of the County, and shall bear interest,
payable at maturity and computed on the basis of a 360-day
year composed of twelve 30-day months, at the rates determined .
in accordance with this Resolution and, as to the Notes of
Series A, as set forth in the successful bid, as awarded by
the County Administrator of the County, and, as to the Notes
of Series B, as hereinafter- determined by this Board. Both
the principal of and interest on the Notes shall be payable in
lawful money of the United States of America, only to the
registered owners of the Notes upon surrender thereof at the
office of the Treasurer-Tax Collector of the County (the
"Paying Agent") upon the maturity thereof . No interest shall
be payable on any Note for any period after maturity during
which the registered owner thereof fails to properly present
such Note for payment.
Section I. Sale of Notes . (a) Sale of Notes of
Series A. The form of proposed Notice Inviting Bids for the
Notes of Series A, in substantially the form presented to this
meeting (a copy of which is on file with the Clerk of the
Board) , is hereby approved and adopted as the Notice Inviting
Bids for the Notes of Series A, with such changes, additions
and corrections therein as the County Administrator of the
County shall require or approve. Prager, McCarthy &Lewis,
One Maritime Plaza, 11th Floor, San Francisco, California
94111 (the "Financial Advisor") , is hereby authorized and
directed to cause to be mailed to prospective bidders for the
Notes of Series A copies of said Notice Inviting Bids, subject
to such changes, additions and completions as may be
acceptable to_ the County Administrator of the County.
The Notice of Sale of the Notes of 'Ser_ies A, in
substantially the form presented to this meeting (a copy of
which is on file with the Clerk of the Board) , is hereby
approved, with such changes, additions and completions therein
as the County Administrator of the County shall require or
approve. The County Administrator of the County is hereby
authorized and directed to cause said Notice of Sale to be
published once, no later than 15 days before the Series A Sale
Date (as hereinafter defined) , in the Bond Buyer, a financial
publication generally circulated throughout the State of
California.
Sealed proposals shall be received by the
Treasurer-Tax Collector of the County up to the hour of 10 : 00
a.m. California time on June 11, 1991 (or such other time as
set forth in the Notice Inviting Bids (the "Series A Sale
Date") ) , for the purchase of the Notes of Series A for cash at
not less than their principal amount and accrued interest,
thereon to the date of their delivery, the interest rate to be
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designated in the bid, the County Administrator of the County
reserving the right to reject any and all bids, in accordance
with the terms and conditions of said Notice Inviting Bids .
(b) Sale of Notes of Series B. The Notes of
Series B shall be sold in such manner as shall be hereinafter
determined by this Board.
The sale of the Notes of SeriesB shall be subject
to the following conditions :
1. Receipt of confirmation from Moody' s Investors
Service and Standard & Poor ' s Corporation (if such respective
rating agency rated the Notes of Series A) that the issuance
of the Notes of Series B will not cause a reduction in such
Agency's rating on the Notes of Series A; and
2 . Receipt of an opinion of Bond Counsel to the
effect that the interest on the Notes of Series B is
excludable from gross income for federal income tax purposes.
Section A. Disposition of Proceeds of Notes . The County
shall, immediately upon receiving the proceeds of the sale of
the Notes of each series, place in the County General Fund
maintained in the County Treasury all amounts -representing
principal received from such respective sale. Such amounts
held in the County General Fund shall be invested as permitted
by Section 53601 of the Government Code provided that no such
investments shall be invested in "reverse repurchase
agreements" permitted by subsection (i) of said Section 53601,
and no such investments shall have a maturity later than the
date that it is anticipated that such amounts will be required
to be expended. Such amounts may be commingled with other
amounts in the County General Fund.
Amounts in the County General Fund attributable to
the sale of the Notes of Series A and, if issued, the Notes of
Series B shall be withdrawn and expended by the County for any
purpose for which the County is authorized to expend funds
from the General Fund of the County, but only after exhausting
funds otherwise available for such purposes (which are not
restricted funds) , and only to the extent that on any given
day such other funds are not then available. If on the date
that is six months from the date of issuance of the Notes of
Series A, amounts previously withdrawn from the County General
Fund attributable to the sale of the Notes of Series A and, if
issued, the Notes of Series B do not exceed ninety percent
(90%) of the proceeds of the Notes (including investment
earnings thereon) , the County shall promptly notify Bond
Counsel and, to the extent of its power and authority, comply
with the instructions from Bond Counsel as to the means of
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satisfying the rebate requirements of Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code") . If on
the date that is six months from the date of issuance of the
Notes of Series A amounts previously withdrawn from the County
General Fund attributable to the sale of the Notes of Series A
and, if issued, the Notes of Series B exceed ninety percent
(90%) of the proceeds of the Notes issued (including
investment earnings thereon) the County may use and expend all
amounts on deposit in the County General Fund attributable to
the Notes for any purpose for which it is authorized to use
and expend funds from the General Fund of the County.
Section 5 . Source of Payment . (A) The principal of
and interest on the Notes shall be payable from taxes, income,
revenue, cash receipts and other moneys which are received by
the County for the General Fund of the County for the fiscal
year 1991-1992 and which are lawfully available for the
payment of current expenses and other obligations of the
County (the "Unrestricted Revenues") .
(B) As security for the payment of the principal of
and interest on the Notes, the County hereby pledges to
deposit in trust in a special County fund designated as the
"1991-1992 Tag and Revenue Anticipation Note Repayment Fund"
(the "Repayment Fund") : (i) an amount equal to 500 of the
principal amount of the Notes from the first Unrestricted
Revenues received by the County during the accounting period
commencing on December 12, 1991 and ending January 13, 1992,
inclusive (the "Sixth Accounting Period") , and (ii) an amount
equal to 500 of the principal amount of Notes from the first
Unrestricted Revenues received by the .County during the
accounting period commencing on April 14, 1992 and ending
May 12, 1992, inclusive (the "Tenth Accounting Period" ) ,
together with an amount sufficient (net of anticipated
earnings on moneys in the Repayment Fund) (x) to satisfy and
make up any deficiency in the Repayment Fund with respect to
the prior Accounting Period and (y) to pay the interest on the
Notes at maturity. The amounts pledged by the County for
deposit into the Repayment Fund from the Unrestricted Revenues
received during each indicated accounting period are
hereinafter called the "Pledged Revenues . "
(C) In the event that there have been insufficient
Unrestricted Revenues received by the County by the third
business day prior to the end of any such Accounting Period to
permit the deposit into the Repayment Fund of the full amount
of the Pledged Revenues required to be deposited with respect
to such Accounting Period, then the amount of any deficiency
in the Repayment Fund shall be satisfied and made up from any
other moneys of the County lawfully available for the payment
of -the principal of the Notes and the interest thereon (all as
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provided in Sections 53856 and 53857 of the Government Code)
(the "Other Pledged Moneys".) on such date or thereafter on a
daily basis, when and as such Pledged Revenues and Other
Pledged Moneys are received by the County.
Section 6 . Pledged Revenues .
(A) The Pledged Revenues with respect to the
accounting period in which received shall be deposited by the
Treasurer-Tax Collector of the County in the Repayment Fund
commencing the third business day of each respective
accounting period, and thereafter at intervals of no more than
every five business days, and applied as directed in this
Resolution; and the Other Pledged Moneys, if any, shall be
deposited by the Treasurer-Tax Collector of the County in the
Repayment Fund on the third business day prior to the end of
such accounting period and on each business day thereafter,
until the full amount of the moneys required by Section 5(B)
has been so deposited in the Repayment Fund; provided that, if
on the date that is six months from the date of issuance of
the Notes of Series A amounts previously withdrawn from the
_County General Fund attributable to the sale of the Notes of
Series A and, if issued, the Notes of Series B do not exceed
ninety percent (90%) of the proceeds of the Notes (including
investment earnings thereon) , the amounts to be deposited in
the Repayment Fund during the accounting period in which
received shall be deposited as soon as received. The
principal of and interest on the Notes constitute a first lien
and charge on, and shall be payable from, moneys in the
Repayment Fund. Moneys in the Repayment Fund shall be applied
only as hereinafter in this Section 6 provided.
(B) The Treasurer-Tax Collector of the County shall
use the moneys in the Repayment Fund on the maturity date of
the Notes to pay the principal of and interest on the Notes .
Any moneys remaining in the Repayment Fund after such payment,
or after provision for such payment has been made, shall be
transferred to the General Fund of the County.
(C) Moneys in the Repayment Fund shall be invested
as permitted by Section 53601 of the Government Code, except
that no moneys shall be invested in investments permitted by
subsection (i) (to the extent that subsection (i) applies to
reverse repurchase agreements) of said Section 53601, and no
such investments shall have a maturity date later than the
maturity date of the Notes . The proceeds of any such
investments shall be retained in the Repayment Fund until
payment of principal and interest (or provision therefor) has
been made in accordance with- paragraph (B) , at which time any
excess amount shall be transferred to the General Fund of' the
County.
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Section 7. Execution of Notes . The Treasurer-Tax
Collector of the County or his designee is hereby authorized
to execute the Notes by use of his manual or facsimile
signature, and the Clerk of the Board of Supervisors of the
County or one of his assistants is hereby authorized to
countersign, by manual or facsimile signature, the Notes and
to affix the seal of the Board. of Supervisors thereto by
impressing the seal or by imprinting a facsimile thereon.
Said officers are hereby authorized to cause the blank spaces
in Exhibit A to be filled in as may be appropriate and to
deliver the Notes of each series to the respective purchasers
thereof . In the case of Notes executed by facsimile signature
of both the Treasurer-Tax Collector of the County and the
Clerk of the Board of Supervisors, the Notes shall not be
valid unless and until the Paying Agent shall have manually
authenticated such Notes.
Section •$. Form of Notes and Certificate of
Authentication and Registration. The Notes shall be issued in
fully registered form without coupons and the Notes and the
Certificate of Registration shall be substantially in the form
and substance set forth in Exhibit A attached hereto and by
reference incorporated herein, the blanks in said form to be
filled in with appropriate words and figures .
Section -. Use of Depository; Registration,
Exchange and Transfer.
(A) The Depository Trust Company, New York, New
York, is hereby appointed depository for the Notes . The
County Administrator of the County, or his designee, is hereby
authorized to execute and deliver to the depository the Letter
of Representations substantially in the form submitted to this
meeting (a copy of which is on file with the Clerk of the
Board) , with such changes, additions and corrections as the
County Administrator of the County shall require or approve.
The Notes of each series shall be initially issued and
registered in the name of "Cede & Co . , " as nominee of The
Depository Trust Company, New York, New York and shall be
evidenced by a single Note for each series . Registered
ownership of each Note, or any portion thereof, may not
thereafter be transferred except as set forth in Section 9(B) .
(B) The Notes shall be initially issued and
registered as provided in Section 9 (A) hereof . Registered
ownership of the Notes, or any portions thereof, may not
thereafter be transferred except :
(i) to any successor of Cede & Co. , as nominee
of The Depository Trust Company, or its nominee, or of any
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substitute depository designated pursuant to clause (ii) of
this subsection (B) ("Substitute Depository") ; provided that
any successor of Cede & Co. , as nominee of The Depository
Trust Company or Substitute Depository, shall be qualified
under any applicable laws to provide the service proposed to
be provided by it;
(ii) to any Substitute Depository not objected
to by the County Administrator of the County, upon (1) the
resignation of The Depository Trust Company or its successor
(or any Substitute Depository or its successor) from its
functions as depository, or (2) a determination by the County
Administrator of the County to substitute another depository
for The Depository Trust Company (or its successor) because
The Depository Trust Company (or its successor) is no longer
able to carry out its functions as depository; provided that
any such Substitute Depository shall be qualified under any
applicable laws to provide the services proposed to be
provided by it; or
(iii) to any person as provided below, upon
(1) the resignation of The Depository Trust Company or its
successor (or any Substitute Depository or its successor) from
its functions as depository, or (2) a determination by the
County Administrator of the County to discontinue using a
depository.
(C) In the case of any transfer pursuant to clause
(i) or clause (ii) of subsection (B) of this Section 9, upon
receipt of all outstanding Notes of each series by the Paying
Agent (together, in the case of a successor paying agent
appointed by the County pursuant to Section 12 hereof, with a
written request of the County Administrator of the County to
such successor paying agent designating the Substitute .
Depository), a single new Note for each series, which the
County shall prepare or cause to be prepared, shall be
executed and delivered, registered in the name of any such
successor to Cede & Co. or such Substitute Depository, or
their respective nominees, as the case may be, all as
specified by the County Adminstrator of the County or, in the
case of a successor paying agent appointed by the County
pursuant to Section 12 hereof, as specified in the written
request of the County Adminstrator of the County. In the case
of any transfer pursuant to clause (iii) of subsection (B) of
this Section 9 upon receipt of all outstanding Notes by the
Paying Agent (together, in the case of a successor paying
agent appointed by the County pursuant to Section 12 hereof,
with a written request of the County Adminstrator of the
County to such successor paying agent) , new Notes , which the
County shall prepare or cause to be prepared, shall be
executed and delivered in such denominations and registered in
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the names of such persons as specified by the County
Adminstrator of the County or, in the case of a successor
paying agent appointed by the County pursuant to Section 12
hereof, as are requested in such written request of the County
Adminstrator of the County, subject to the limitations of
Section 9 hereof, provided that the Paying Agent shall deliver
such new Notes as soon as practicable.
(D) The County and the Paying Agent shall be
entitled to treat the person in whose name any Note is
registered as the owner thereof for all purposes of the
Resolution and for purposes of payment of principal of and
interest on such Note, notwithstanding any notice to the
contrary received by the Paying Agent or the County; and the
County and the Paying Agent shall not have responsibility for
transmitting payments to, communicating with, notifying, or
otherwise dealing with any beneficial owners of the Notes .
Neither the County nor the Paying Agent shall have any
responsibility or obligation, legal or otherwise, to any such
beneficial owners or to any other party, including The
Depository Trust Company or its successor (or Substitute
depository or its successor) , except to the owner of any
Notes, and the Paying Agent may rely conclusively on its
records as to the identity of the owners of the Notes .
(E) Notwithstanding any other provision of this
Resolution and so long as all outstanding Notes are registered
in the name of Cede & Co. or its registered assigns, the
County and the Paying Agent shall cooperate with Cede & Co. or
its registered assigns, as sole registered owner, in effecting
payment of the principal of and interest on the Notes by
arranging for payment in such manner that funds for such
payments are properly identified and are made available on the
date they are due all in accordance with the Letter of .
Representations, the provisions of which the Paying Agent may
rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein.
(F) In the case of any transfer pursuant to clause
(iii) of subsection (B) of this Section 9, any Note may, in
accordance with its terms, be transferred or exchanged for a
like aggregate principal amount in authorized denominations,
upon the books required to be kept by the Paying Agent
pursuant to the provisions hereof, by the person in whose
name it is registered, in person or by his duly authorized
attorney, upon surrender of such Note for cancellation, and,
in the case of a transfer, accompanied by delivery of a
written instrument of transfer, duly executed and in form
approved by the Paying Agent .
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Whenever any Note shall be surrendered for transfer
or exchange, the County shall execute- and the Paying Agent
shall authenticate, if required, and deliver a new Note or
Notes of the same series of authorized denominations, for a
like aggregate principal amount . The Paying Agent shall
require the owner requesting such transfer or exchange to pay
any tax or other governmental charge required to be paid with
respect to such transfer or exchange.
(G) The Paying Agent will keep or cause to be kept
sufficient books for the registration and transfer of the
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.
(H) If any Note shall become mutilated, the County,
at the expense of the owner of such Note, shall execute, and
the Paying Agent shall thereupon authenticate, if required,
and deliver a new Note of like series, tenor and number in
exchange and substitution for the Note so mutilated, but only
upon surrender to the Paying Agent of the Note so mutilated.
Every mutilated Note so surrendered to the Paying Agent shall
be cancelled by it and delivered to, ,or upon the order of, the
County. If any Note shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted
to the County and the Paying Agent and, if such evidence be
satisfactory to both and indemnity satisfactory to them shall
be given, the County, at the expense of the owner, shall
execute, and the Paying Agent shall thereupon authenticate, if
required, and deliver a new Note of like series, tenor and
number in lieu of and in substitution for the Note so lost,
destroyed or stolen (or if any such Note shall have matured or
shall be about to mature, instead of issuing a substitute
Note, the Paying Agent may pay the same without surrender
thereof) . The Paying Agent may require payment by the
registered owner of a Note of a 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 . Any Note issued under these.
provisions in lieu of any Note alleged to be lost, destroyed
or stolen shall constitute an original additional contractual
obligation on the part of the County whether or not the Note
so alleged to be lost, destroyed or stolen be at any time
enforceable by anyone, and shall be entitled to the benefits
of this Resolution with all other Notes secured by this
Resolution.
All Notes surrendered for payment or registration of
transfer, if surrendered to any person other than the Paying
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Agent, shall be delivered to the Paying Agent and shall be
promptly cancelled by it. The County may at any time deliver
to the Paying Agent for cancellation any Notes previously
authenticated and delivered hereunder which the County may
have acquired in any manner whatsoever, and all Notes so
delivered shall promptly be cancelled by the Paying Agent . No
Note shall be authenticated in lieu of or in exchange for any
Notes cancelled as provided herein, except as expressly
permitted hereunder. All cancelled Notes held by the Paying
Agent shall be disposed of as directed by the County.
Section 10 . General Covenants . It is hereby
covenanted and warranted by the Board that all representations
and recitals contained in this Resolution are true and correct
and that the Board and the County, and their appropriate
officials, have duly taken all proceedings necessary to be
taken by them, and will take any additional proceedings
necessary to be taken by them, for the levy, collection and
enforcement of the taxes, income, revenue, cash receipts and
other moneys pledged hereunder in accordance with law and for
carrying out the provisions of this Resolution and the Notes .
Section 11 . Tax Covenants ; Rebate Fund.
(A) The County covenants that it shall make all
calculations in a reasonable and prudent fashion relating to
any rebate of excess investment earnings on the proceeds of
the Notes due to the United States Treasury, shall segregate
and set aside from lawfully available sources the amount such
calculations may indicate may be required to be paid to the
United States Treasury and shall otherwise at all times do and
perform all acts and things necessary and within its power and
authority, including complying with each applicable
requirement of Section 103 and Sections 141 through 150 of the
Code and complying with the instructions of Bond Counsel
referred to in Section 4 hereof, to assure that interest paid
on the Notes shall, for the purposes of federal income taxes
and California personal income taxation, be excludable from
the gross income of the recipients thereof and exempt from
such taxation. As part of the performance of the covenant
contained in the preceding sentence, promptly after six months
from the date of the issuance of the Notes of Series A, the
County will reasonably and prudently calculate the amount of
the Note proceeds which have been expended, with a view to
determining whether or not the County has met the safe harbor
requirements of Section 148(f) (4) (B) (iii) of the Code with
respect to the Notes, and if it has not met such safe harbor
requirements, it will reasonably and prudently calculate the
amount, if any, of investment profits which must be rebated to
the United States and will immediately set aside, from
revenues attributable to the 1991-92 Fiscal Year or, to the
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extent not available from such revenues, from any other moneys
lawfully available, the amount of any such rebate in the Fund
referred to in paragraph (B) of this Section 11.
(B) The County shall establish and maintain a fund
separate from any other fund established and maintained
hereunder designated as the "1991-1992 Tax and Revenue
Anticipation Note Rebate Fund" . There shall be deposited in
the Rebate Fund such amounts as are required to be deposited
therein in accordance with the written instructions from Bond
Counsel pursuant to Section 4 hereof .
(C) Notwithstanding any other provision of this
Resolution to the contrary, upon the County' s failure to
observe, or refusal to comply- with, the covenants contained in
this Section 11, no one other than the owners or former owners
of the Notes shall be entitled to exercise any right or remedy
under this Resolution on the basis of the County' s failure to
observe, or refusal to comply with, such covenants .
(D) The covenants contained in this Section 11
shall survive the payment of the Notes .
Section 12 . Paying Agent. The Treasurer-Tax
Collector of the County is hereby appointed as Paying Agent
for the Notes. The County hereby directs and authorizes the
payment by the Paying Agent of the interest on and principal
of the Notes when such become due and payable, from the
Repayment Fund in the manner set forth herein. The County
hereby covenants to deposit funds in the Repayment Fund at the
time and in the amount specified herein to provide sufficient
moneys to pay the principal of and interest on the Notes on
the day on which they mature. Payment of the Notes shall be
in accordance with the terms of the Notes and this Resolution.
This appointment shall not preclude the County from
appointing a financial institution to act as Paying Agent or
one or more successors thereto, all without notice to or the
consent of the registered owners of the Notes . Any such
successor paying agent shall be or shall have co-paying agent
relationships with one or more- banks or trust companies with
offices in New York, New York or San Francisco, California.
The ,Paying Agent, initially the* Treasurer-Tax
Collector of the County, is also appointed as registrar and
upon the request of any registered owner is authorized to
record the transfer or exchange of Notes in accordance with
the provisions hereof .
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Section 13 . Official Statement for Notes of
Series A. The proposed form of official statement relating to
the Notes of Series A, in substantially the form presented to
this meeting, is hereby approved with such changes, additions
and corrections as the County Administrator of the County may
approve. The Financial Advisor is hereby authorized to
distribute such official" statement in preliminary form to the
potential bidders for the Notes of Series A and is hereby
authorized and directed to deliver such official statement in
final form to the purchasers of the Notes of Series A. The
County Administrator of the County is authorized to certify to
the Financial Advisor on behalf of the County that the
preliminary form of the official statement is deemed final as
of its date, within the meaning of Rule 15c2-12 promulgated
under the Securities Exchange Act of 1934 (except for the
omission of certain final pricing, rating and related
information as permitted by said Rule) .
Section 14 . Approval of Actions . All actions
heretofore taken by the officers and agents of the County or
the Board with respect to the sale and issuance of the Notes
are hereby approved, confirmed and ratified, and the officers
of the County and the Board are hereby authorized and
directed, for. and in the name and on behalf thereof, to do any
and all things and take any and all actions and execute any
and all certificates, agreements and other documents which
they, or any of them, may deem necessary or advisable in order
to consummate the lawful issuance and delivery of the Notes in
accordance with this Resolution.
Section 15 . Proceedings Constitute Contract . The
provisions of the Notes and of this Resolution shall
constitute a contract between the County and' the registered
owners of the Notes, and such provisions shall be enforceable
by mandamus or any other appropriate suit, action or
proceeding at law or in equity in any court of competent
jurisdiction, and, upon ,issuance of the Notes, shall be
irrepealable.
13
79495-040511-000077-028 05/14/91
PASSED AND ADOPTED by the Board of Supervisors of
the County of Contra Costa, State of California, this 21st day
of May, 1991, by the following vote:
AYES: Supervisors Schroder, McPeak, Torlakson, Powers
NOES: None
ABSENT: Supervisor Fa den
Ch i of the 14oard 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
B
14
79495-040511-000077-028 05/14/91