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HomeMy WebLinkAboutMINUTES - 09011998 - C147 #17 CQMM COSTACOUNTY RESOLUTION NO.q �iP-- RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1998-1999 ANIS THE ISSUANCE AND SALE OF 1998 TAX AND REVENUE ANTICIPATION NOTES I UTOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has Jurisdiction over such school district,as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Education of the Antioch Unified School District (the "District") has heretofore adopted its resolution on August 26, 1998, finding and determining that it is desirable that the District borrow funds in an amount not to exceed $11,000,000 with respect to the fiscal year 1998-1999 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the ""County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $11,000,000,under and pursuant to the provisions of the Law; NOW, THEREFORE,it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2.Approval of Request of District.The Board hereby approves the request of the District for the Board to issue notes in its name. .Section 3. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-eleven percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1998-1999, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 4. Aul.hodgation tnii -berms of Notes.Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of,District during or allocable to Fiscal Year 1998-1999, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sura of not to exceed eleven million dollars ($11,00(3,{300)in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Antioch Unified School District (Contra Costa County, California) 1998 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) not more than one year from such date of delivery, and shall bear interest from their date,payable at maturity and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America,as described below. Section S. Form of Notes. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the forth 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. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of$100,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board or the District to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the District's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Nates registered in its name for all purposes of this Resolution, and neither the Board nor the District shall be affected by any notice to the contrary. Neither the Board nor the District shall have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board or the District as being an owner, with respect to the accuracy or adequacy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The District shall pay all principal and interest with respect to the Notes only to DTC,and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTChas determined to substitute a new nominee in place of Cede&Co.,the term "Cede&Co." in this Resolution shall refer to such new nominee of DTC. If the Board and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Notes and deliver a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event,the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and the District and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC -2- account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 6. Use, of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District,including,but not limited to,current expenses,capital expenditures and the discharge of any obligation or indebtedness of the District. Moneys in such proceeds fund shall,to the greatest extent possible,be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permittedby the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 7.Securi . The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1958-1999. As security for the payment of the principal of and interest on the Notes,the Board,in the name of the District,.hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1999, (b) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1999,and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1999 (such pledged amounts being hereinafter called the "Pledged Revenues„). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues.To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund,as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term „unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 8. ReDavrnent Fund.There is hereby created a special fund to be held on behalf of the District by the Couinty Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated.the "Antioch Unified School District(Contra Costa County, California) 1998 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Nates, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity,the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided,however,that any -3- interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the months of January, 1999, April, 1999, and May, 1999, all Pledged Revenues shall be deposited into the Repayment Fund. the Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal and interest on the Notes at maturity and,to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enable payment of the full principal of,and 'interest on the Notes at maturity. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 9. DeDosit and Investrn-ent of ReDavmenjd. All moneys held on behalf of the District in the Repayment .Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible,be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 10. Execution, of, Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the County Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual)with the seal of the Board impressed thereon,and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 11. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 13 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 at the office of the Treasurer-Tax Collector,accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 12. Exchangg of Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 13. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause -4- to be registered or transferred, on said books, Nates as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 14. TemDorary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Nates may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Motes without delay, and thereupon the temporary Notes may surrendered for cancellation,in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 15. No es Mutilated, Lost, e tro d or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector,at the expense of the registered owner of said Note,shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to,or upon the order of,the Treasurer-Tax Collector.If any Note shall be Inst, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given,the Treasurer-Tax Collector,at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section IS and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 15 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether for not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This section will not be in effect so long as DTC book entry is utilized. Section 16. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct,and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found,as a result of such review,and hereby finds and determines that all acts,conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law,and the Beard is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and the District 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 prompt collection and enforcement of the taxes,revenue,cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 17. Sale of Nates. The Notes are hereby authorized to be sold to Zions First National Bank, as underwriter (the "Underwriter") pursuant to and in accordance with the Purchase Contract (the "purchase Contract") by and among the Underwriter, the District and the County,to be dated as of the date of execution thereof,in substantially the form on file with the County Treasurer-Tax Collector and the Secretary of the District. Said form of purchase Contract is hereby approved,and the County Treasurer-Tax Collector is hereby authorized and directed to execute the Contract of Purchase for and in the name and on behalf of the Board, upon presentation by the Underwriter to the Board of a rate of interest acceptable to the County Treasurer-Tax Collector, with the approval of the Superintendent, or any authorized officer of the District, so long as the stated interest rate on the Notes shall not exceed six percent(6%)per annum. Section 18. P a on h x o D nt . Jones Hall, A Professional Law Corporation, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the Underwriter (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar farm evidencing the payment of the purchaseprice of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. the Underwriter or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 20. 1Jirnitel Liability.Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 7 hereof. ,rwrtw�xw*+t -6- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 1st day of September, 1998, by the following vote: AYES,and in favor of,Board Members: Uilke a, Gerber, DeSaulnier, Canciami.11a, Rogers NOES,Board Members: Done ABSENT,Board Members: None ABSTAIN: None B # y -_- -. , C'hairpersc of the Boa b . ervisors t� ATTEST: PHIL BATCHELOR Clerk of the Board and Count �Lni istrator De y erk -7- EXHIBIT A Board of Supervisors of Contra Costa County, California in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County,California) 1998 TAX AND REVENUE ANTICIPATION NOTE INTERE9TT RATE: KIXT= DA : l A : ZTMT 1999 1995 REGISTERED OWNER: CEDE &CO. PUNICIPAL SUM: DOLLARS The ANTIOCH UNIFIED SCHOOL DISTRICT, Contra Costa County, State of California (the '"District"), acknowledges itself indebted,and promises to pay,to the Registered Owner stated above, or registered assigns (the "Owner"), on the MaturityDate stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30- day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of dollars ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of Contra Costa County (the "'County") duly passed and adopted on September 1, 1998 (the "Resolution"), and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all conditions, things and acts required to exist,happen and be performed precedent to and in the issuance of this Note exist, have happened and have 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 District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behalf of the District for Repayment Fund of the District (as defined in the Resolution)'for the Fiscal Year 1998-1999. As security for the payment of the principal of and interest on the Notes,the Board, in the name of the District, has pledged the first "unrestricted moneys",as hereinafter defined (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1999, (b)in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1999, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1999 (such pledged amounts being hereinafter called the "fledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall' be paid from the Exhibit A Page 7 Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intendedas receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered notes, without coupons, in denominations of $5,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to the Board or the Paying Agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede&Co. or such other name as requested by an ,authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY 'TRANSFER, PLEDGE OR OTHER USE HEREOF'FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. IN WITNESS WHEREOF, the Board of Supervisors of Contra Costa County, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the County Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board Exhibit A Page 2 ASSIGNl1ENr For value received the undersigned hereby sells,assigns and transfers unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s)and appoints(s) attorney, to transfer the same on the Note register of the County Director of Finance with full power of substitution in the premises. Dated: Signature: Note:The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s)must be guaranteed by a qualified guarantor. Exhibit A Page 3 KELLING, NORTHCROSS & NOBRIGA Providing Financial Services to Public Agencies August 20, 1998 I?ECEII Ms. Jean Maglio -- _ - Chief Clerk of the Boards" County of Contra Costa 651 Pine Street,l lth Floor CLER�O do Martinez,CA 94553 RA ;, Re: Antioch Unified School District 1998 Tax and Revenue Anticipation Notes Dear Ms. Maglio, Enclosed please find 10 sets of the Form of Purchase Contract for the issuance of Tax and Revenue Anticipation Notes in the name of the Antioch Unified School District, for consideration by the Board of Supervisors on September 1, 1998. Please do not hesitate to contact me or Charles Feinstein at(510)839-8200 with any comments or questions. Sincerely, r Raymo` G.Nobriga'-� Vice-President-Manager RGN/eh Enclosures 1333 Broadway,Suite 1000 Oakland,CA 94612 510-839-8200 FAx 510-208-8282 A Divisum of Zions First Natio"Bank FORM OF PURCHASE CONTRACT ANTIOCH UNIFIED SCHOOL DISTRICT THE BOARD OF SUPERVISORS OF CON'T'RA COSTA COUNTY STATE OF CALIFORNIA 1998 TAX AND REVENUE ANTICIPATION NOTES SEPTEMBER_, 1998 ANTIOCH UNIFIED SCHOOL DISTRICT MEMBERS OF THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA Ladies and Gentlemen. The undersigned, Zions First National Bank (the "Underwriter"), offer to enter into this agreement("the Purchase Contract") with the Antioch Unified School District(the "District") and the Board of Supervisors of Contra Costa County,California(the"Board"),acting on behalf of the District. The Purchase Contract, upon your acceptance and acknowledgment hereof, will be binding upon the District, the Board, and a Underwriter. This offer is made subject to execution of this Purchase Contract by the Board within. 24 hours of submission of a purchase offer by the Underwriter, unless the District, the Board, and the Underwriter agree to an extension. 1. P,urebase end Sale of the Dotes. Upon the terms and conditions and in reliance on the representations,warranties,and agreements set forth herein,the Underwriter hereby agrees to purchase from the Board, acting on behalf of the District and the Board, acting on behalf of the District, hereby agrees to sell to the Underwriter for such purpose, all(but not less than all)of$ in aggregate principal amount of the 1998 Tax and Revenue Anticipation Notes issued byoCo nira Vista County(the "County")in the name of the District(the "Notes"). The Notes shall bear interest at a rate of % per annum, such interest being payable of maturity. The Underwriter shall purchase the Notes at an aggregate purchase price of$ (not less than par). 2. The Notes. The Notes shall be dated their date of delivery, shall mature (without option of prior redemption)on , 1999, and shall otherwise be as described herein. The Notes shall be issued and secured pr rsuant to the Resolution of the Board adopted on August 26, 1998 (the "Note Resolution") and Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) of the California Government Code(the "Act"). The Notes shall be secured by a pledge of and first lien and charge against the first Unrestricted Monies to be received by the County on behalf of the District in such months and in such amounts as described below. Month of Pledge Amount of Pledge January, 1999 50% of principal April, 1999 50% of principal May, 1999 1009 of interest 3. Delivery of Private Placement Memorandum. The District has previously provided the Underwriter with a copy of its Private Placement Memorandum (the "Memorandum") dated , 1998. As of its date, the Memorandum has been "deemed final" by the District for purposes of Rule I50-12(b)(1). The District agrees to deliver a reasonable number of the final Memorandum to the Underwriter within seven business days from the date hereof. 4. Delivery and Payment of the Notes. The Notes shall be in the form of a single fully registered note registered in the name of Cede & Co., as nominee for The Depository Trust Company(DTC). It is estimated that the delivery of the Notes will be made to TNTC for the account of the Underwriter on or about , 1998. Payment of the purchase price must be made in funds immediately available to theaunty'Treasurer by wire transfer or other means acceptable to the County Treasurer. The Underwriter shall have the right at its option to cancel its obligation to purchase the Notes if the Board shall fail to execute the Notes and tender the same for delivery within 45 days from the date of sale thereof. 5. Changed Tax Exefflt Status,, At any time before the Notes are tendered for delivery, the Underwriter may disaffirm and withdraw its offer if the interest received by private holders from notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue"Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. 6. CgLificgfionof Reoffering Price. The Underwriter shall be required, as a condition to the delivery of the Notes by the Board, to certify to the Board and the District lin writing the price at which a substantial amount of the Notes were sold, in the form and substance satisfactory to the Board, the District, and Bond Counsel. 7. Closing Papers, Legal inion. The Underwriter's obligations hereunder will be conditioned upon the District furnishing to the Underwriter, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery: (a) Certified copies of the District Resolution and the County Resolution authorizing the issuance and sale of the Notes. (b) A certificate of the Superintendent or other appropriate official of the District,acting on behalf of the District solely in his official and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and includinjZ the time of the delivery of the Notes to the initial purchasers thereof,the Official Statement pertaining to the Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary which would make the statements misleading in the light of the circumstances under which they were made; (c) The opinion of Jones Hall, A Professional Law Corporation, Bond Counsel, approving the validity of the Notes and stating that, subject to certain qualifications, under existing law, the interest on the Notes is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings, and is exempt from State of California personal income taxes. (d) A certificate of the Superintendent or other appropriate official of the District that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be "arbitrage bonds" within the meaning of the Internal Revenue Code of 1986; 2 (e) The officers certificate on behalf of the District and the Board stating, among other things, that there is no litigation threatened or pending affecting the validity of the Notes; (f) The incumbency and signature certificate of the officials of the Board, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively-duly authorized to execute the same; and (g) The receipt of the County Treasurer showing that the purchase price of the Notes has been received. 8. EMMnses. (A) The District shall pay any expenses incident to the performance of its obligations or the obligations of the Board hereunder, including but not limited to the following: (i)the cost of the preparation and reproduction of the Note Resolution; (ii)the fees and disbursements of Bond Counsel; (iii)the cost of the preparation, printing and delivery of the Notes; (iv) the cost of the preparation, printing and distribution of the Memorandum; (v) any costs or expenses incurred with any printing company incident to reproducing facsimile signatures on the Notes; and (vi) costs of preparation and reproduction of this Purchase Contract. (B) The Underwriter shall pay all other costs and disbursements incurred by them in connection with the transactions contemplated hereby, including, but not limited to, the fees of the California Debt Advisory Commission, the CUSIP Service Bureau, and DTC. 9. Exgcution in Cggajg ts. This Purchase Contract may be executed in several counterparts each of which shall be regarded as an original and all of which shall constitute one and the same document. 10. Applicable Law. This Purchase Contract shall be interpreted,governed and enforced in accordance with the laws of the State. Very truly yours, ZIONS FIRST NATIONAL BANK By: Address: 108 The foregoing is hereby acknowledged and accepted as of the date first above written.. Contra Costa County, Treasurer By ACKNOWLEDGMENT: ANTIOCH UNIFIED SCHOOL DISTRICT By