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Home My WebLink AboutMINUTES - 09262000 - C73 12047-0_ JH:WHM:aea 08/18100 09/06/00 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD UNION SCHOOL DISTRICT(CONTRA COSTA COUN'T'Y,CALIFORNIA),GENERAL OBLIGATION BONDS,ELECTION OF 1997,SERIES B AND C,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$7,000,000,TO FINANCE THE ACQUISITION AND IMPROVEMENT OF REAL PROPERTY ACQUISITIONS AND IMPROVEMENTS Adopted September 26,2000 TABLE OF CONTENTS Ene ARTICLE I DEFINITIONS,-AUTHORITY Section1.01. Definitions..... .....................................................................................................2 Section 1.02. Authority for this Resolution.................................................................................5 ARTICLE II THE BONDS Section2.01. Authorization.......................................................................................................6 Section2.02. Terms of Bonds.....................................................................................................6 Section2.03. Redemption.........................................................................................................7 Section2.04. Book-Entry System...............................................................................................8 Section2.05. Form of Bonds......................................................................................................9 Section2.06. Execution of Bonds...............................................................................................10 Section2.07. Transfer of Bonds................................................................................................ Section2.08. Exchange of Bonds..............................................................................................10 Section2.09. Bond Register.....................................................................................................10 Section2.10. Temporary Bonds...............................................................................................10 Section 2.11. Bonds Mutilated,Lost,Destroyed or Stolen..........................................................11 ARTICLE III ISSUE OF BONDS,APPLICATION OF BOND PROCEEDS; SECURITY FOR THE BONDS Section 3.01. Issuance and Delivery of Bonds...........................................................................12 Section 3.02. Application of Proceeds of Sale of Bonds... .................... .....................................12 Section 3.03. Security for the Bonds.........................................................................................12 ARTICLE IV SALE OF THE BONDS,DEBT SERVICE FUND;OFFICIAL STATEMENT Section4.01. Sale of the Bonds................................................................................................ 13 Section4.02. Debt Service Funds.......... .................................................................................13 Section 4.03. Deposit and Investment of Proceeds....................................................................13 Section 4.04. Disbursements From Debt Service Funds............................................................14 Section4.05. Official Action.................................................................................................... 14 Section 4.06. No Approval of District's Finance Team,Structure of District's Financing,or OfficialStatement...............................................................................................14 Section 4.07. No Liability of the County.;................................................................................14 Section 4.08. Limited Duties of County.................................................................................... 15 ARTICLE V COVENANTS OF THE BOARD Section5.01. Punctual Payment..............................................................................................16 Section 5.02. Extension of Time for Payment............................................................................16 ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Paying Agent............................................................................17 ARTICLE VII EVENTS OF DEFAULT ANIS REMEDIES OF BONDOWNERS Section7.01. Events of Default................................................................................................18 Section 7.02. Application of Funds Upon Default.....................................................................18 Section 7.03. Remedies of Bondowners............................................................................ .......19 Section7.04. Non-Waiver............................................................................................... .......19 -i- `- � -_ Section 7.05. Remedies Not Exclusive..................................................................................... 19 ARTCLEVIII SUPPLEMENTAL RESOLUTIONS Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners.....................20 Section 8.02. Supplemental Resolutions Effective With Consent tothe Owners..........................2D ARTICLE IX MISCELLANEOUS Section 9.01. Benefits n{Resolution Limited boParties..............................................................21 Section9.02. Defeasance.........................................................................................................21 Section 9.03. Execution ofDocuments and Proof ofOwnership byBmodmvvoere.........................%2 Section 9.04. Waiver ofPersonal Liability................................................................................23 Section 9.05. Destruction mfCanceled Bonds............................................................................23 Section 9.06. Partial Invalidity .—.......—.......—...—....,.......................—.......—.23 Section 9.07. Effective Date ofResolution.................................................................................23 EXHIBIT FORM OFSERIES B CURRENT INTEREST BOND EXHIBIT B FORM OF SERIES CCAPITAL APPRECIATION BOND EXHIBIT C PUBLIC SALE DOCUMENTS BCURRENT INTEREST BONDS) EXHIBIT PUBLIC SALE DOCUMENTS (SERIES CCAPITAL APPRECIATION BONDS) / w = RESOLUTION NO.2,004 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD UNION SCHOOL DISTRICT(CONTRA COSTA COUNTY,CALIFORNIA), GENERAL OBLIGATION BONDS,ELECTION OF 1997,SERIES B AND C,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$7,000,000 TO FINANCE THE ACQUISITION AND IMPROVEMENT OF REAL PROPERTY ACQUISITIONS AND IMPROVEMENTS RESOLVED, by the Board of Supervisors of Contra Costa County (the "Board"), as follows: WHEREAS, an election was duly and regularly held in the Brentwood Union School District (the "District") on November 4, 1997 for the purpose of submitting to the qualified electors of the District the question whether general obligation bonds should be issued in the aggregate principal amount of not to exceed $20,000,000, at which more than two-thirds of the votes cast were in favor of the issuance of said bonds (the "Bonds");and WHEREAS, the Board of Supervisors of the County (the "Board") issued the first series of the Bonds on April 15, 1998, in the principal amount of $4,996,606.90 (the "Series A Bonds"); and WHEREAS, Section 15140 of the Education Code of the State of California (the "Act") requires that general obligation bonds of the District shall be offered for sale by the Board of Supervisors of Contra Costa Coun , the County Superintendent of which has jurisdiction over the District, as soon as possible allowing receipt of a resolution adopted by the Board of Trustees of the District;and . WHEREAS,at this time the Board has received the resolution of the Board of Trustees of the District (the "District Resolution") requesting the issuance of two series of Bonds (the "Series B Bonds" and the "Series C Bonds") in the aggregate principal amount of not to exceed Seven Million Dollars ($7,000,000); and WHEREAS, in its resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including the proposed issue of the Series B Bonds and the Series C Bonds (together, the "Bonds"), is within all limits prescribed by law; and WHEREAS, the Board, in reliance upon the representations of the District, intends to issue and sell the Bonds, in a principal amount not to exceed $7,000,000, pursuant to this resolution and in conformity with the Act;and WHEREAS, this Board hereby authorizes the issuance and sale of the Bonds pursuant to this resolution. ARTICLE I DEFINITIONS;AUTHORITY Section 1.01.De 'nitions.The terms defined in this Section 1.01,as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings ascribed to them below, unless the context clearly requires some other meaning. "Act" means Article 3 and Article 9 of Chapter 2 of Part 10 of Division 1 of the California Act as in effect on the date of adoption hereof(commencing with Section 15140). "Accreted Interest"means,for the Series C Bonds, the Compound Accreted Value thereof minus the Denominational Amount of any of the Series C Bonds as of the date of calculation. "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution, and the words "herein," „hereof," "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. "Authorized Investments" means any investments permitted by law to be made with moneys belonging to, or in the custody of, the District, including,but not limited to, the Focal Agency Investment Fund in the California State Treasury and in investment agreements, including guaranteed investment contracts,with a financial entity whose long-term debt is rated by Moody's Investors Service and Standard&Poor's Ratings Group no lower than the rating on the Bonds, and whose short-term debt is rated no lower than the corresponding level of rating category for such debt. Any such investment agreement shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Moody's Investors Service and Standard & Poor's Rating Group in the event that the rating of short- or long-term debt of the financial entity is downgraded below then-current requirements of Moody's Investors Service and Standard & Poor's Rating Group for such investment agreements. "Board" means the Board of Supervisors of Contra Costa County,California. "Bond Counsel" means any attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. "Bonds" means, collectively, the Series B Bonds and the Series C Bonds at any time Outstanding pursuant to this Resolution. "Closing Date" means the date upon which there is an exchange of Bonds for the proceeds representing the purchase price of the Bonds by the Original Purchaser. "Compound Accreted Value"means,for the Series C Bonds, as of the date of calculation, the Denominational Amount of any Series C Bonds,plus Accreted Interest thereon to such date of calculation,compounded semiannually on each February 1 and August 1 at the stated yield to maturity of such Series C Bond, assuming in any such semiannual period that such Compound Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. "Compounding Date" means, with respect to any Series C Bond, February 1, 2001 and -2- each February 1 and August 1 thereafter to and including the date of maturity of such Series C Bond. "County" means the County of Contra Costa, California. "County Treasurer"means the County Treasurer Tax-Collector of the County. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Debt Service Funds" means the funds established and held by the County for the District under Section 4.02. "Denominational Amount" means, with respect to any Series C Bonds, the initial purchase price of such Series C Bond. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.04. "Depository System Participant" means any participant in the Depository's book-entry system. "DTC"means The Depository Trust Company,New York,New York,and its successors and assigns. "District" means the Brentwood Union School District and any successor thereto. "District Representative"means the Superintendent of the District, the Business Manager of the District, or any other person authorized by resolution of the Board of Trustees of the District to act on behalf of the District with respect to this Resolution and the Bonds. "District Resolution" means the "RESOLUTION OF THE BOARD OF EDUCATION OF THE BRENTWOOD UNION SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,000,000" adopted by the District's Board of Trustees on September 13, 2000 requesting the issuance of the Bonds by the Board. "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest. "Information Services" means Financial Information, Inc.'s Financial Daily Called Bond Service;Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond Service;Moody's Municipal and Government;or Standard &Poor's Called Bond Record. "Issuance Expenses"means all items of expense directly or indirectly reimbursable to the District relating to the issuance, execution and delivery of the Bonds including,but not limited to, filing and recording costs, settlement costs, printing costs, reproduction and binding costs, legal fees and charges,fees and expenses of the Paying Agent, financial and other professional consultant fees, costs of obtaining credit ratings, municipal bond insurance premiums, fees for execution, transportation and safekeeping of the Bonds and charges and fees in connection with -3- the foregoing. ".Maturity Value" means the Compound Accreted Value of any Series C Bond on its maturity date. "Official Notices of Sale" means, inclusively, the documents for the conduct of the public sales of the Series B and Series C Bonds, all as set forth in Exhibits C and D hereto, with any changes, corrections, deletions or additions thereto, approved by the County and the District Representative. "Official Statement" means, inclusively, the preliminary and final official statements for the sale of the Bonds in the forms approved by the District under the District Resolution. "Original Purchaser" or "Original Purchasers" the first purchaser or purchasers of the Bonds or one of the Series thereof,pursuant to the Official Notice of Sale. "Outstanding,"when used as of any particular time with reference to Bonds, means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation, (b) Bonds paid or deemed to have been paid within the meaning of Section 9.02 hereof; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized,executed,issued and delivered by the District pursuant to the Resolution. "Owner" or "Bondowner" mean any person who shall be the registered owner of any Outstanding Bond. . "Paying Agent" means First Trust of California, National Association, the Paying Agent appointed by the District and acting as paying agent, registrar and authenticating agent for the Bonds, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 10 of the District Resolution. "Principal Office" means the principal corporate trust office of the Paying Agent in Los Angeles,California. '"Regulations" means temporary and permanent regulations promulgated under the Tax Code. "Resolution"or "Bond Resolution"means this Resolution. "Securities Depositories" means The Depository Trust Company, 711 Steward Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 2274190, Midwest Securities Trust Company, Capital Structure-Call Notification, 440 South La Salle Street, Chicago, Illinois 60605, Facsimile transmission: (312) 663-2343; and Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Facsimile transmission: (215) 496-5058. "Series B Bonds" means current interest bonds designated "Brentwood Union School District (Contra Costa County,California), General Obligation Bonds, Election of 1997, Series B (Current Interest Bonds) (Bank Qualified)," as specified in Section 2.01. "Series C Bonds" means the capital appreciation bonds designated "Brentwood Union School District (Contra Costa County, California), General Obligation Bonds, Election of 1997, Series C (Capital Appreciation Bonds) (Bank Qualified)," as specified in Section 2.01. "Supplemental Resolution" means any resolution supplemental to or amendatory of this Resolution,adopted by the Board in accordance with Article VIII hereof. "Tax Code" means the Internal Revenue Tax Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final Regulations promulgated under the Tax Code. "Treasurer" means the Treasurer/Tax Collector of the County or deputy or designee thereof. "Written Request of the District" means an instrument in writing signed by the District Representative or by any other officer of the District duly authorized by the District and listed on a Written Request of the District for that purpose. Section 1.02. Authority for this Resolution. This Resolution is entered into pursuant to the provisions of the Act. The provisions of this Bond Resolution relating to payment of principal of and interest on the Bonds are set forth in this Bond Resolution solely at the request of the District for the convenience of the District in the administration of its Bonds, and not to create any responsibilities for the Board of Supervisors of the County beyond the express statutory requirements contained in Sections 15140, 15146 and 15250 of the Act. -5- ARTICLE II THE BONDS Section 2.01.Authorization. Series B Bonds and Series C Bonds are hereby authorized to be issued by the Board of Supervisors in the name of the District under and subject to the terms of the Act and this Resolution; provided, that: (i) the principal amount of the Series B Bonds and the Denominational Amount of the Series C Bonds shall be as determined by the District based on property tax information supplied by the County and through consultation with the District's financial advisors,which amounts shall be as set forth in the Official Notices of Sale and the final Official Statement; and (ii) the aggregate principal amount of the Series B Bonds and the Denominational Amount of the Series C Bonds shall not exceed $7,000,000. Section 2.02.Terms of Bonds. (a) Forrn;_Numberi . The Bonds shall be issued as fully registered Bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Bonds maturing in the year of maturity of the Bond for which the denomination is specified. One Bond of each Series may contain any required odd amount. Bonds shall be lettered and numbered as the Paying Agent shall prescribe. (b) Date of Bonds. The Series B Bonds shall be dated November 1, 2000. The Series C Bonds shall be dated the Closing Date. (c) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds 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 Bonds. In addition, failure on the part of the District to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an event of default or any violation of the District's contract with such Owners and shall not impair the effectiveness of any such notice. (d) Maturities; Interest and Payment. For the purposes of this Resolution, interest on the Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The following shall apply, respectively, to the Series B and Series C Bonds: (i) The Series B Bonds. The Series B Bonds shall mature on each year on August 1, conunencing on August 1, 2017 through and including August 1, 2025, unless sooner redeemed in accordance herewith. The Series B Bonds shall bear interest at such rate as shall be determined upon the sale thereof in accordance with Section 5 of the District Resolution, payable semi-annually on each August 1 and February 1 (the "Interest Payment Dates"), commencing February 1, 2001. Each Series B Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless (i) it is registered and authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii) it is registered and authenticated prior to an Interest Payment Date and after the close of business on the fifteenth day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date,or(iii)it is registered -6- p�t and authenticated prior to February 1, 2001, in which event it shall bear interest from the date described in paragraph(b) of this Section 2.02;provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the Series B Bonds including the final interest payment upon maturity is payable by check of the Paying Agent mailed on the Interest Payment Date via first-class mail to the Owner thereof at such Owner's address as it appears on the registration books maintained by the Paying Agent at the close of business on the fifteenth(15th) day of the month preceding the Interest Payment Date (the "Record Date"), or at such other address as the Owner may have filed with the Paying Agent for that purpose, or upon written request filed with the Paying Agent as of the Record Date by an Owner of at least $1,000,000 in aggregate principal amount of Series B Bonds,by wire transfer. (ii) The Series C Bonds. The Series C Bonds shall be dated the Closing Date, and shall accrete interest at a rate or rates not to exceed twelve percent (12%)per annum,from the Closing Date, but shall not bear interest on a current basis. The Series C Bonds shall mature in the years and shall be issued in the aggregate Denominational Amount set forth in the Official Statement and accrete interest and shall have Denominational Amounts per each five thousand dollars ($5,000) in Maturity Value as shown on the Compound Accreted Value Table attached to the Official Statement;provided, however, that if the amount shown in that Table differs from the amount computed by the District and approved by the Bond Insurer using the definition of Compound Accreted Value in this Resolution, the latter shall determine the Compound Accreted Value of such Series C Bond. The Compound Accreted Value of the Series C Bonds which is payable at maturity, or upon prior redemption, is payable upon surrender of such Series C Bonds at the Principal Office of the Paying Agent. The Compound Accreted Value of the Series C Bonds shall be payable in lawful money of the United States,out of the Debt Service Fund maintained by the County. The Series C Bonds shall bear interest at such rate or rates as shall be determined upon the sale thereof in accordance with Section 5 of the District Resolution. The interest portion of the Maturity Value of any Series C Bond which is payable on the date of maturity shall represent interest accrued and coming due on such date. The Appreciated Value of any Series C Bond at maturity shall be payable, except as provided below,by check mailed by first-class mail, in lawful money of the United States of America upon presentation and surrender of such Bond at the Office of the Paying Agent. Section 2.03. Redem,�n. The Bonds shall be subject to redemption in accordance with the provisions of the Official Notices of Sale, which provisions are hereby incorporated herein by this reference. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify. (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the Bonds must be submitted for redemption,descriptive information about the Bonds,including the dated date,interest rate and stated maturity date. Such notice shall further state that on the specified date there shall -7- t become due and payable upon each Bond to be redeemed, the portion of the principal amount or Maturity Value of such Bond to be redeemed, together with interest accrued or accreted to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue or accrete and be payable. Notice of redemption shall be by first class mail, postage prepaid, to the original purchaser of the Bonds, to a Securities Depository and to an Information Service that disseminates securities redemption notices, and to the District and to the County, and by registered or certified mail or personal delivery to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond Register of the Paying Agent, in every case at least 30 days,but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Section 2.04. Book-EntM-Syllem. (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond (which may be typewritten)for each maturity of the Bonds. Upon initial delivery,the ownership of each such Bond shall be registered on the Registration Books in the name of Cede & Co. (the "Nominee"). Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee,the District and the Paying Agent shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the District and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than an Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the District elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than an Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or(v) any consent given or other action taken by the Depository as Owner of the Bonds. The District and the Paying Agent may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Paying Agent shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing,and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sun-is so paid. No person other than an Owner shall receive a Bond evidencing the obligation of the District to make payments of principal, interest and premium, if any, pursuant to this Resolution. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place,and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes;and upon receipt of such a notice the District shall promptly deliver a 11161 copy of the same to the Paying Agent. (b) E=re entation Le er. In order to qualify the Bonds for the Depository's book-entry system, the District and the Paying Agent shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the District or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners. The Paying Agent agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Paying Agent. In addition to the execution and delivery of such letter, the District may take any other actions,not inconsistent with this Resolution, to qualify the Bonds for the Depository's book-entry program. (c) Transfers Outside Book-Entry Svstteem. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the District determines to terminate the Depository as such, then the District shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the District and the Paying Agent in the issuance of replacement Bonds by providing the Paying Agent with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee,to the Paying Agent on or before the date such replacement Bonds are to be issued. The Depository,by accepting delivery of the Bonds,agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the District fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee,but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article 2. Prior to its termination, the Depository shall furnish the Paying Agent with the names and addresses of the Participants and respective ownership interests thereof. (d) Payments to the_Nominee. Notwithstanding any other provision of this Resolution to the contrary,but subject to Section 4.06 of this Resolution, so long as any Bond is registered in the name of the Nominee,all payments by the District or the Paying Agent with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. Section 2.05. Form of Bonds. The Bonds, the form of the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon shall be substantially in the forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution, as are set forth in Exhibits A (Current Interest Bond) and Exhibit B (Capital Appreciation Bond) attached hereto. Section 2.06.Execution of Bonds. The Bonds shall be executed on behalf of the Board by the facsimile signatures of the County Treasurer of the County and the Clerk of the Board of Supervisors who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the District shall be impressed, imprinted or reproduced b facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser,such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Board by such persons as at the actual date of the -9- 1.44 execution of such Bond shall be the proper officers of the County although at the nominal date of such Bond any such person shall not have been such officer of the County. Only such Bonds as shall bear thereon a certificate of authentication and registration in the form set forth in Exhibits A and D attached hereto, executed and dated by the Paying Agent,shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution. Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.09 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying Agent,accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The Paying Agent shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer,the District shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. No transfers of Bonds shall be required to be made (a) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption. Section 2.08.Exchange of Bonds.Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Paying Agent shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (a) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption. Section 2.09. Bond Register. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bond (the "Registration Books"), which shall at all times be open to inspection by the District upon reasonable notice; and, 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 said books, Bonds as herein before provided. Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,lithographed or typewritten, shall be of such denominations as may be determined by the District,and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the District upon the same conditions and in substantially the same manner as the definitive Bonds. If the District issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. -10- Until so exchanged,the temporary Bonds shall be entitled to the same benefits pursuant to this Resolution as definitive Bonds executed and delivered hereunder. Section 2.11. Bonds Mutilated Lost Des rayed or Stolen. If any Bond shall become mutilated the District,at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and delivered to, or upon the order of, the District. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the District and,if such evidence be satisfactory to the District and indemnity satisfactory to it shall be given,the District,at the expense of the Owner, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The District may require payment of a sura not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the District and the Paying Agent in the premises. Any Bond issued under the provisions of this Section 2.11 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the District whether or not the Bond 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 Bonds issued pursuant to this Resolution. -11- ARTICLE III ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS;SECURITY FOR THE BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Resolution the Board of Supervisors may issue and deliver the Bonds. The District Representative shall be, and is hereby, directed to cause the Bonds to be printed, signed and sealed,and to be delivered to the Original Purchaser upon the County Treasurer's receipt of the purchase price therefor and upon the Original Purchaser's performance of the conditions imposed by the District. The Paying Agent is hereby authorized to deliver the Bonds to the Original Purchaser,upon receipt of a Written Request of the District. Section 3.02.Application of Proceeds of Sale of Bonds. The proceeds of the Bonds shall be deposited as follows: (a) There shall be deposited with the Treasurer in the Debt Service Fund for the Series B Bonds (as hereinafter defined in Section 4.02), an amount equal to the accrued interest on the Series B Bonds paid by the Original Purchaser on the Closing Date; and (b) The proceeds from the sale of the Bonds, to the extent of the principal amount thereof, shall be paid to the Treasurer to the credit of the fund hereby created and established and to be known as the "Series B & C 2000 Brentwood Union School District Building Fund" of the District (the "Building Fund"), which shall be accounted for separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purpose for which the Bonds are being issued. The accrued interest and any premium received by the District from the sale of the Bonds shall be accounted for separate and apart in the Debt Service Funds created and established in Section 4.02. The interest earned on the monies deposited to said Building Fund shall be deposited in said Building Fund and used for the purposes for which the Bonds have been authorized. Any excess proceeds of the Bonds not needed for the authorized purposes set forth herein for which the Bonds are being issued shall be transferred to the Debt Service Funds and applied to the payment of principal and interest on either the Series B Bonds or the Series C Bonds, at the written direction of the District. If, after payment in full of the Series B Bonds and the Series C Bonds there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District, pursuant to Section 15234 of the Act. Section 3.03. Secuft for the Bonds. The Bonds are general obligations of the District, and the Board of Supervisors has the power,is obligated and shall levy ad valorem taxes upon all property within the District subject to taxation without limitation of rate or amount, for the payment of the Bonds and the interest thereon, in accordance with and subject to Sections 15250 and Section 15252 of the Act. -12- ARTICLE IV SALE OF THE BONDS;DEBT SERVICE FUND;OFFICIAL STATEMENT Section 4.01. Sale of the_Bonds. The Series B and Series C Bonds shall be offered for sale pursuant to the terms contained in the Official Notices of Sale and sold to the highest,best, responsible bidder according to the provisions of the Official Notices of Sale, on Tuesday, October 31, 2000, at the hours of 9:30 a.m. and 10:00 a.m. (California Time, respectively), is hereby fixed as the time and in the offices of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612, is hereby fixed as the place at which bids will be received for the purchase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale. Provisions may be made for cancellation, postponement or rescheduling of the sale in the Official Notice of Sale. Jones Hall is hereby authorized and directed to cause notice of sale of the Bonds by: (i) publication of a notice substantially in the forms contained in Exhibits C and D hereto in the Antioch Ledger, a newspaper of general circulation printed and published within the District and the County, once a week for two successive weeks, with the first publication at least fourteen (14) days before October 31, 2000; and (ii) publication of a notice substantially in the farms contained in Exhibits C and D hereto in The Bond Buyer, a financial newspaper of statewide circulation, one time, which publication shall occur at least fifteen (15) days before October 31, 2000. The Superintendent of the District is hereby authorized and directed to accept,on behalf of the County and the District, the best responsive bid(s) for the Bonds,provided that such bid shallprovide a true interest cost of not to exceed twelve percent(12%)per annum and the price paid for the Bonds shall not be less than the par value thereof,or to reject all bids. If such true interest cost and price are acceptable to the Superintendent, the Superintendent is hereby authorized and directed to award the sale of the Bonds. The District, in the District Resolution, has expressly authorized Zions First National Bank (parent company of Kelling, Northcross & Nobriga, the Financial Advisor of the District with respect to the Bonds) to bid for the Bonds, and to acquire such Bonds as principal either alone or as a participant in a syndicate or other similar account formed for the purpose of purchasing the Bonds,directly or indirectly from the County. Section 4.02.Debt Service Funds.The County Treasurer shall create and maintain while the Bonds are outstanding an interest and sinking fund for each of the Series B Bonds and the Series C Bonds (the "Debt Service Funds"),which shall be maintained by the County Treasurer as separate accounts, distinct from all other funds of the District, into which shall be paid on receipt thereof, (i) the portion of the Bond proceeds designated in Section 3.02(a) of this Resolution,and (ii) the proceeds of any taxes levied pursuant to Section 3.03 The Debt Service Funds shall be administered and disbursements made in the manner set forth in Section 4.03 hereof. Section 4.03. Deposit and Investment of Proceeds. (a) The proceeds of sale of the Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. (b) All funds held by the County Treasurer hereunder shall be invested at the County -13- Treasurer's discretion in Authorized Investments pursuant to law and the investment policy of the County,unless otherwise directed in writing by the District. (i) At the written direction of the District, the County Treasurer shall invest all or any portion of the building fund of the District in the Focal Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District,all or any portion of the building fund of the District may be invested on behalf of the District, in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Bonds. Section 4.04.Disbursements From Debt Service Funds. The moneys in the Debt Service Funds, to the extent necessary to pay the principal of and interest on the Bonds as the same become due and payable, shall be transferred by the County Treasurer to the Paying Agent which,in turn,shall pay such moneys to DTC to pay the principal of and interest on the Bonds. DTC will thereupon make payments of principal and interest on the Bonds to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Bonds. Any moneys remaining in the Debt Service Funds after the Bonds and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund of the District,pursuant to Section 15234 of the Act. Section 4.05.Official Actio . All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Bonds are hereby approved, and the County Treasurer and all other officers of the County are hereby authorized and directed for and in the name and on behalf of the Board, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, 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 Bonds in accordance with this resolution. Section 4.06. NQ Apvroval of District's Finance Team Structure of District's Financixtg� or Official Statement. The County has not assisted the District, nor has it participated in any way, in: (a) the selection of the District's Original Purchaser, bond counsel, paying agent or financial advisor;or (b) the structuring of the Bonds to be financed. In addition,the County has not approved the District's Official Statement, and County does not assume any responsibility for the adequacy or accuracy of the statements contained therein. Section 4.07. No Liability of_the County. Notwithstanding anything stated to the contrary in this Resolution, (a) the Bonds are not a debt of the County, including its Board, officers, officials,agents and employees,and the County, including its Board, officers, officials, agents and employees,has no obligation to repay the Bonds; (b) the Board's sole responsibilities hereunder are to issue, sell and levy a tax for the repayment of the Bonds, as provided in Sections 15140, 15146 and 15250, respectively, of the Act, and (i) neither the County, nor the Board, nor any officer, official, agent or employee of the County, shall have any obligation or liability hereunder or in connection with the transactions contemplated hereby other than as specified in said Sections;(ii) the Bonds,including interest thereon,shall be payable solely from taxes levied by the Board pursuant to Section 15250 of the Act; and (iii) the County, including its Board, officers, officials, agents and employees, shall retain all of their respective constitutional and statutory privileges, immunities, rights and defenses in carrying out their duties under this Resolution. Section 4.08. Limited Duties of County, Indemnification. The County, including its Board,officers,officials,agents and employees, shall undertake only those duties of the County under this Resolution which are specifically set forth in this Resolution, and even during the -14- XI continuance of an event of the District's default with respect to the repayment of the Bonds, including interest thereon,no implied covenants or obligations shall be read into this Resolution against the County, including its Board, officers, officials, agents and employees. The District further agrees to indemnify,defend and hold harmless the County, including its Board, officers, officials,agents and employees,against the payment of any and all liabilities, losses, costs and expenses (including attorneys fees and court costs), damages and claims which the County, including its Board, officers, officials, agents and employees, may incur in the exercise and performance of its or their powers and duties hereunder which are not due to its or their negligence or bad faith. -15- i? ..i �q .L'7ei\T� LE V O Section 5.01. Punctual Payment. The Board will levy ad valorem taxes, as provided in Section 15250 of the Act, so as to enable the District to punctually pay, or cause to be paid, the principal of and interest on the Bonds, in conformity with the terms of the Bonds and of this Resolution. Nothing herein contained shall prevent the District from making advances of its own moneys,howsoever derived,to any of the uses or purposes permitted by law. Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Board will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not,directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded,whether or not with the consent of the District, such claim for interest so extended or funded shall not be entitled,in case of default by the District hereunder, to the benefits of this Resolution,except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. rrr ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Pajing Agent. First Trust of California, National Association, at its Principal Office in Los Angeles, California, has been appointed by the District for the Bonds. The Paying Agent has undertaken to perform such duties, and only such duties,as are specifically set forth in this Resolution and the District Resolution. -17- ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS Section 7.111.Events of Default.Any one or more of the following events shall constitute an "event of default": (a) if default shall be made by the District in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable,whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the District in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (c) if default shall be made by the District in the observance of any of the covenants, agreements or conditions on its part in this Resolution or in the Bonds contained, and such default shall have continued for a period of thirty (30) days after written notice thereof to the District Representative;or (d) if the District shall file a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, seeking reorganization of the District under the federal bankruptcy laws or any other applicable law of the United States of America,or if,under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District or of the whole or any substantial part of its property. Section 7.02. Application of Funds Upon Default. All of the sums in the Debt Service Fund and accounts provided for in Section 4.02 hereof upon the occurrence of an Event of Default as provided in Section 7.01 hereof,and all sums thereafter received by the Paying Agent hereunder,shall be applied by the Paying Agent in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: .First, to the payment of the costs and expenses of the Paying Agent hereunder and of the costs and expenses of Bondowners in declaring such event of default, including reasonable compensation to their agents,attorneys and counsel; Second, in case the principal of the Bonds shall not have become due and payable, to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at a rate of interest equal to the average interest rate on the Bonds (to the extent that such interest on overdue installments shall have been collected),such payments to be made ratably to the persons entitled thereto without discrimination or preference; Third,in case any principal of the Bonds shall have become and shall be then due and payable, all such sums shall be applied to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at a rate of interest equal to the average interest rate on the Bonds (to the extent that such interest on overdue installments of -18- interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, them to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest,ratably to the aggregate of such principal and interest. Section 7.03. Remedies of Bondowners. Any Bondowner shall have the right, for the equal benefit and protection of all Bondowners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the District and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the District and the fulfillment of all duties imposed upon it; (b) by suit,action or proceeding in equity, to enjoin any acts or things which are unlawful,or the violation of any of the Bondowners'rights;or (c) upon the happening of any event of default (as defined in Section 7.01 hereof), by suit, action or proceeding in any court of competent jurisdiction, to require the District and its members and employees to account as if it and they were the trustees of an express trust. Section 7.04. Non-Waiver. Nothing in this Article VII or in any other provision of this Resolution, or in the Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional,to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at the respective dates of maturity,as herein provided,or affect or impair the right of action against the District, which is also absolute and unconditional, of such Owners to institute suit against the District to enforce such payment by virtue of the contract embodied in the Bonds. . A waiver of any default by any Bondowner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein,and every power and remedy conferred upon the Bondowners by this Article VI may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Bonds. If a suit,action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Bondowners, the District and the Bondowners shall be restored to their former positions,rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 7.05.Remedies_Not Exclusive. No remedy herein conferred upon the Owners of Bonds shall be exclusive of any other remedy and that each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Bondowners. -19- a q y) Y ARTICLEVM M SUPPLEMENTAL RESOLUTIONS Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners. For any one or more of the following purposes and at any time or from time to time, a Supplemental Resolution of the Board may be adopted, which, without the requirement of consent of the Owners of the Bonds,shall be fully effective in accordance with its terms: (a) To add covenants and agreements of the Board in this Resolution, which are not contrary to or inconsistent with this Resolution as theretofore in effect; (b) To add limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the Board which are not contrary to or inconsistent with this Resolution as theretofore in effect; (c) To confirm, as further assurance, any pledge of the District under this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution; (d) To cure any ambiguity,supply any omission,or cure or correct any defect or inconsistent provision in this Resolution;or (e) To make such additions, deletions or modifications as may be necessary to assure exclusion from gross income for purposes of federal income taxation of interest on the Bonds. Section 8.02. SMnnlernental Resolutions Effective With Consent to ,the Owners. Any modification or amendment of this Resolution and of the rights and obligations of the District and of the Owners of the Bonds, in any particular,may be made by a Supplemental Resolution, with the written consent of the Owners of at least two-thirds in aggregate principal amount of the Bonds Outstanding at the time such consent is given. No such modification or amendment shall permit a change in the terms of maturity of the principal of any Outstanding Bonds or of any interest payable thereon or a reduction in the principal amount thereof or in the rate of interest thereon,or shall reduce the percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment,or shall change any of the provisions in Section 7.01 hereof relating to Events of Default, or shall reduce the amount of moneys pledged by the District for the repayment of the Bonds without the consent of all the Owners of such Bonds,or shall change or modify any of the rights or obligations of any Paying Agent without its written assent thereto. -20- n� v J � 1 G„ .. orb. .. ARTICLE DC NUSCEELLA.NEOUS Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Board, the District, the Paying Agent and the Owners of the Bonds,any right,remedy, claim under or by reason of this Resolution. Any covenants,stipulations,promises or agreements in this Resolution contained by and on behalf of the District shall be for the sole and exclusive benefit of the Owners of the Bonds. Section 9.02.De easance. (a) Discharge of Resolution. Bonds may be paid by the District in any of the following ways, provided that the District also pays or causes to be paid any other sums payable hereunder by the District: (i) by paying or causing to be paid the principal of and interest on Bonds Outstanding,as and when the same become due and payable; (ii) by depositing, in trust, at or before maturity, money or securities in the necessary amount(as provided in Section 9.02(c) to pay Bonds Outstanding; or (iii) by delivering to the Paying Agent, for cancellation by it, Bonds Outstanding. If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all other sums payable hereunder by the District, then and in that case, at the election of the District (evidenced by a certificate of a District Representative, filed with the Paying Agent, signifying the intention of the District to discharge all such indebtedness and this Resolution), and notwithstanding that any Bonds shall not have been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the District under this Resolution shall cease,terminate,become void and be completely discharged and satisfied, except only as provided in Section 9.02(b) and Section 4.08. In such event,upon request of the District,the Paying Agent shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the District all moneys or securities or other property held by it pursuant to this Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment._Defeasance of the Bonds shall not affect the District's obligation to the County under Section 4.08. (b) Discharg off Liability on Bonds. Upon the deposit, in trust, at or before maturity,of money or securities in the necessary amount (as provided in Section 9.02(c) to pay any Outstanding Bond (whether upon or prior to its maturity date), then all liability of the District in respect of such Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such Bond by the District,and the District shall remain liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further,however, that the provisions of Section 9.02(d) shall apply in all events. -21- 7r, The District may at any time surrender to the Paying Agent for cancellation by it any Bonds previously issued and delivered, which the District may have acquired in any manner whatsoever,and such Bonds,upon such surrender and cancellation,shall be deemed to be paid and retired. (c) Deposit of Monev or Securities with Payer Aee I Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established pursuant to this Resolution and shall be: (i) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity;or (ii) Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant, knowledgeable in calculation of amounts necessary to defease municipal securities,delivered to the District,will provide money sufficient to pay the principal of and all unpaid interest to maturity, on the Bonds to be paid, as such principal and interest become due; provided, in each case, that the Paying Agent shall have been irrevocably instructed (by the terms of this Resolution or by request of the District) to apply such money to the payment of such principal and interest with respect to such Bonds. (d) Payment of Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, subject to Section 4.06, any moneys held by the Paying Agent in trust for the payment of the principal of, or interest on,any Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable, if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall, upon request of the District,be repaid to the District free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the Owners of all Bonds which have not been paid at the addresses shown on the registration books maintained by the Paying Agent a notice in such form as may be deemed appropriate by the Paying Agent,with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the District of the moneys held for the payment thereof. Section 9.03. Execution of Documents and Proof of Ownership by Bondowners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Bondowners may be in one or more instruments of similar tenor, and shall be executed by Bondowners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Bondowner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney,may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and -22- .R t. the amount, maturity, number and date of holding the same shall be proved by the registry books. Any request,declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the District, the Paying Agent or the District Representative in good faith and in accordance therewith. Section 9.94.Waiver of Personal Liability.No board member, officer, agent or employee of the Board or the District shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such boardmember,officer,agent or employee from the performance of any official duly provided by law. Section 9.95. Destruction of Canceled_Bonds. Whenever in this Resolution provision is made for the surrender to the District of any Bonds which have been paid or canceled pursuant to the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent shall be deemed to be the equivalent of the surrender of such canceled Bonds and the District shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.96. Partial_InvaliWHY. If any Section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable,such holding shall not affect the validity of the remaining portions of this Resolution. The Board hereby declares that it would have adopted this Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court,the District is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the District hereunder shall be assumed by and vest in the District Representative in trust for the benefit of the Bondowners. Nothing in this Section 9.06 is intended to create, nor shall the remaining portions of this Resolution create, any liability or obligation of the Board or the County beyond those specifically imposed by statute, as specifically referenced in Section 4.06. Section 9.07. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. -23- .l COUNTY OF CONTRA COSTA BY: Chairpex5o and of Supervisors(SEAL) Attest: By. Clerk of the hoard -24- 1 r, EXHIBIT A FORM OF SERIES B BOND (CURRENT INTEREST BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA CONTRA COSTA COUNTY BRENTWOOD UNION SCHOOL DISTRICT GENERAL OBLIGATION BOND,ELECTION OF 1997, SERIES B(CURRENT INTEREST BOND)(BANK QUALIFIED) INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSI' November 1, 2000 REGISTERED OWNER. PRINCIPAL SUM: DOLLARS The BRENTWOOD UNION SCHOOL DISTRICT, a school district duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "District"),for value received,hereby promises to pay to the Registered Owner stated above, or registered assigns(the "Owner"),on the Maturity Date 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,from the interest payment date next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth day of the month preceding such interest payment date, in which event it shall bear interest from such interest payment date,or (iii) this Bond is authenticated on or prior to February 1, 2001, in which event it shall bear interest from the Issue Date stated above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond)until payment of such Principal Sum in full,at the rate per annum stated above, payable on February 1 and August 1 in each year, commencing February 1, 2001, calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal hereof is payable at the corporate trust office of First Trust of California, National Association (the "Paying Agent"), in Los Angeles, California. Interest hereon (including the final interest payment upon maturity)is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the Owner's address as it appears on the registration books maintained by the Paying Agent as of the close of business on the fifteenth day of the month next preceding such interest payment date (the "Record Date"), or at such other address as the Owner may have filed with the Paying Agent for that purpose. This Bond is one of a duly authorized issue of bonds of the District designated as "Brentwood Union School District,General Obligation Bonds, Election of 1997, Series B" (the " Series B Bonds"), in an aggregate principal amount of Dollars ($— ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued Exhibit A Page 1 pursuant to the provisions of Article 3 of Chapter 2 of Part 10 (commencing with section 15140) of the Act and Article 9 of Chapter 3 of Part 10 of the Act (collectively, the "Act"), and pursuant to a Resolution of the Board of Supervisors of Contra Costa County adopted September 226, 2000 (the "Resolution"), authorizing the issuance of the Series B Bonds. The Bonds are being issued subject to the terms and conditions of the Resolution. All capitalized terms herein shall have the same meaning as the capitalized terms in the Resolution. Reference is hereby made to the Resolution(copies of which are on file at the office of the Superintendent of the District) and the Act for a description of the terms on which the Series B Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the District thereunder, to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The Series B Bonds have been issued by the District to acquire a school site and construct school facilities for the District. This Series B Bond and the interest hereon and on all other Series B Bonds and the interest thereon(to the extent set forth in the Resolution) are general obligations of the District. Subject to the Act Section 15250, the Board of Supervisors of the County has the power and is obligated to levy ad valorem taxes for the payment of the Series B Bonds and the interest thereon upon all property within the District subject to taxation by the District. The Series B Bonds maturing on or before August 1, 2010 are not subject to redemption prior to maturity. The Series B Bonds maturing on and after August 1, 2011 are subject to redemption on or after August 1, 2010 at a redemption price of 101% of the principal amount of the Series B Bonds being redeemed, and the Series B Bonds maturing on or after August 1, 2012 are subject to redemption prior to maturity at 100% of the principal amount of the Series B Bonds being redeemed. The County of Contra Costa, including its Board, officers, officials, agents and employees: (i) are not liable for the payment of the Series B Bonds, including the interest hereon; and (ii) shall retain all their respective constitutional and statutory privileges, immunities,rights and defenses in carrying out their duties under the Resolution. The Series B Bonds are issuable as fully registered Series B Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges,if any, as provided in the Resolution, Bonds may be exchanged for a like aggregate principal amount of Series B Bonds of other authorized denominations and of the same maturity. This Series B Bond is transferable by the Owner hereof,in person or by his attorney duly authorized in writing,at said office of the Paying Agent in Los Angeles, California, but only in the manner and subject to the limitations provided in the Resolution, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination or denominations,for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The District and. the Paying Agent may treat the Owner hereof as the absolute owner hereof for all purposes, and the District and the Paying Agent shall not be affected by any notice to the contrary. The Resolution may be amended without the consent of the Owners of the Series B Bonds to the extent set forth in the Resolution. Exhibit A Page 2 -gin: The District has certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Series B Bond do exist,have happened or have been performed in due and regular time and manner as required by the laws of the State of California,and that all things necessary to consummate the lawful issuance and sale of the Bonds, the amount of this Bond, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Resolution. This Series B Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed manually by the Paying Agent. IN WITNESS WHEREOF, the Brentwood Union School District, Contra Costa County, California has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chairperson of the Board of Supervisors of the County of Contra Costa, and the County Treasurer Tax-Collector, and to be countersigned by the manual or facsimile signature of the Clerk of the Board, and its seal to be reproduced hereon,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, solely in its capacity as issuer of this Bond in the name of the Brentwood Union School District By: County Treasurer Tax-Collector By: Chairperson of the Board Clerk of the Board of Supervisors (S E A L) Exhibit A Page 3 [FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Resolution. Authentication Date: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Paying Agent Authorized Signatory Exhibit A Page 4 73 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Series B Bond shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian_ -_- (Cost) (Minor) under Uniform Gifts to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received,the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax.Identification or Social Security Number of Assignee) the within Bond and do(es)hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a qualified guarantor. NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 5 EXHIBIT B FORM OF SERIES C BOND (CAPITAL APPRECIATION BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA CONTRA COSTA COUNTY BRENTWOOD UNION SCHOOL DISTRICT GENERAL OBLIGATION BOND,ELECTION OF 1997, SERIES C(CAPITAL APPRECIATION BONDS)(BANK QUALIFIED) INTEREST RATE: MATURITY DATE: ISSUE DATE: CIL SIP REGISTERED OWNER: INITIAL PRINCIPAL AMOUNT: DOLLARS MATURITY AMOUNT: DOLLARS The BRENTWOOD UNION SCHOOL DISTRICT, a school district duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "District"),for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Maturity Amount stated above, constituting the Principal Amount of $ per $ of Maturity Amount in lawful money of the United States of America, and interest on said Principal Amount from November 1, 2000 until payment of such Principal Amount at the Interest Rate stated above per annum, compounded semiannually on each February 1 and August 1, commencing February 1, 2001 and payable on the Maturity Date specified above; provided, however, that the amount of principal and interest payable on any date shall be determined solely by reference to the Table of Compounded Amounts on Page 4 hereof. Principal hereof and interest herein is payable at the corporate trust office of First Trust of California, National Association (the "Paying Agent"), in Los Angeles, California. Payment of the principal of and interest on the Bonds shall be payable by check representing the coin or currency of the United States of America as, at the times of payment, shall be legal tender for the payment of public or private debts. This Bond is one of a duly authorized issue of bonds of the District designated as "Brentwood Union School District, General Obligation Bonds, Election of 1997, Series C" (the "Series C Bonds"), in an aggregate principal amount of Dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued pursuant to the provisions of Article 3 of Chapter 2 of Part 10 (commencing with section 15140) of the Act and Article 9 of Chapter 3 of Part 10 of the Act (collectively, the "Act"), and pursuant to a Resolution of the Board of Supervisors of Contra Costa County adopted September 26, 2000 (the "Resolution"), authorizing the issuance of the Bonds. The Series C Bonds are being issued subject to the terms and conditions of the Exhibit B Page 1 Resolution. All capitalized terms herein shall have the same meaning as the capitalized terms in the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the office of the Superintendent of the District) and the Act for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Series C Bonds and the rights,duties and immunities of the Paying Agent and the rights and obligations of the District thereunder,to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof,assents and agrees. The Series C Bonds have been issued by the District to acquire a school site and construct school facilities for the District. This Series C Bond and the interest hereon and on all other Series C Bonds and the interest thereon(to the extent set forth in the Resolution) are general obligations of the District. Subject to the Act Section 15250, the Board of Supervisors of the County has the power and is obligated to levy ad valorem taxes for the payment of the Series C Bonds and the interest thereon upon all property within the District subject to taxation by the District. The Series C Bonds are not subject to redemption prior to maturity. The County of Contra Costa, including its Board, officers, officials, agents and employees. (i) are not liable for the payment of the Series C Bonds, including the interest hereon; and (ii) shall retain all their respective constitutional and statutory privileges, immunities,rights and defenses in carrying out their duties under the Resolution. The Series C Bonds are issuable as fully registered Series C Bonds, without coupons, in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution. Series C Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Series C Bond is transferable by the Owner hereof,in person or by his attorney duly authorized in writing,at said office of the Paying Agent in Los Angeles, California, but only in the manner and subject to the limitations provided in the Resolution, and upon surrender and cancellation of this Series C Bond. Upon registration of such transfer a new Series C Bond or Bonds,of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The District and the Paying Agent may treat the Owner hereof as the absolute owner hereof for all purposes, and the District and the Paying Agent shall not be affected by any notice to the contrary. The Resolution may be amended without the consent of the Owners of the Series C Bonds to the extent set forth in the Resolution. The District has certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist,have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that all things necessary to consummate the lawful issuance and sale of the Bonds, the amount of this Series C Bond, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Resolution. Exhibit B Page 2 JV,, This Series C Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed manually by the Paying Agent. Exhibit E Page 3 IN WITNESS WHEREOF, the Brentwood Union School District, Contra Costa County, California has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chairperson of the Board of Supervisors of the Coun of Contra Costa, and the County Treasurer Tax-Collector, and to be countersigned y the manual or facsimile signature of the Clerk of the Board, and its seal to be reproduced hereon,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, solely in its capacity as issuer of this Series C Bond in the name of the Brentwood Union School District By: County Treasurer Tax-Collector By: Chairperson of the Board Clerk of the Board of Supervisors (S E A L) Exhibit B Page 4 c' TABLE OF COMPOUNDED AMOUNTS [To Came] Exhibit B Page 5 [FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Series C Bonds described in the within-mentioned Resolution. Authentication Date. FIRST TRUST OF CALIFORNIA,N.A., as Paying Agent Authorized Signatory Exhibit B Page 6 ��O ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Series C Bond,shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received,the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es)hereby irrevocably constitute and appoint attorney,to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a qualified guarantor. NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit B Page 7 ^ !�� ' MlBrrC BRENTWOOD UNION SCHOOL DISTRICIr (CONTRA COSTA COUNTY,CALIFORNIA) GENERAL OBLIGATION BONDS,ELECTION OF 1997 SERIESB IN7OERE;T BONDS) OFFICIAL NOTICE{JFSALE..................................................................................................[- 1 OFFICIAL BID FORM.............................................................................................................C-7 NOTICE INVITING BIDS........ ................................................................................................C-8 NOTICE(}FINTENTION.........................................................................................................C-9 OFFICIAL NOTICE OF SALE OF NOT TO EXCEED$6,000,000 BRENTWOOD UNION SCHOOL DISTRICT' (CONTRA COSTA COUNTY,CALIFORNIA) GENERAL OBLIGATION BONDS,ELECTION OF 1997, SERIES B(CURRENT INTEREST BONDS) (BANK QUALIFIED) NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of not to exceed $ principal amount of Brentwood Union School District (Contra Costa County, California), General Obligation Bonds, Election of 1997, Series B (Current Interest Bonds) (the „Series B Bonds"),will be received at the place and up to the time below specified: TIME: Tuesday, October 31, 2000 at 9:30 o'clock a.m. (Pacific Standard Time); provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Bloomberg Financial Markets or Thomson Municipal Services PLACE: Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612. SUBMISSION OF BIDS: Bids may be delivered (for receipt not later than the time set forth above) to the District, care of Kelling, Northcross & Nobriga, Attention: Brentwood Union School District GO Bond Bid Opening. Bids may be delivered by facsimile or electronically. All bids must be acconzRanied by good faith deposit or a financial surety bond shall be provided_ for as more fully described below under the caption "BID CHECK". ISSUE: $6,000,000, in the denomination of $5,000 each or any integral multiple thereof,all dated November 1, 2000, and designated, 'Brentwood Union School District, (Contra Costa County, California), General Obligation Bonds, Election of 1997, Series B" (the "Series B Bonds"). MATURITIES: The bonds will mature on August 1 in each of the years and in the amounts as follows: Year Principal Year Principal Year Principal (August (A 1) Aing xn (A 1) Amg ut 2001 2009 2017 2002 2010 2018 2003 2011 2019 2004 2012 2020 2005 2013 2021 2006 2014 2025 2007 2015 2008 2016 (plus accrued interest from November 1,2000) Exhibit C Page 1 Adjustment of Principal Amounts: The above principal amounts reflect certain assumptions of the District and Kelling,Northcross & Nobriga (the "Financial Advisor") about the expected interest rates of the winning bid(s) and the premium or discount of such bid(s). After the determination of the successful bidder(s), the District reserves the right to increase or decrease the principal amount of each maturity, in $5,000 increments, provided that the principal amount shall not exceed the aggregate amount shown above. Such adjustments shall be made within the time herein specified for the award after bid opening and in the sole discretion of the Superintendent of the District upon the recommendation of the Financial Advisor.If an adjustment is made,there shall be no rebidding or recalculation or withdrawal of any bids and the successful bidder shall not be permitted to change any of its interest rate(s), provided, however, that no adjustment shall reduce the amount of any original issue premium to be retained by the successful bidder based on the initial offering price of each maturity of the Series B Bonds. Interest: The Series B Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed twelve percent (12%) per annum, payable commencing on February 1,2001 for the first period,and semi-annually thereafter on August 1 and February 1. Payment: Principal of the Series B Bonds will be payable upon surrender at the First Trust of California, National Association (the "Paying Agent"). Interest on the bonds will be payable by check or draft mailed to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. Registration: The bonds will be issued as fully registered bonds as to both principal and interest. Redemption: The Series B Bonds maturing on or before August 1,2010, are non-callable. The Bonds maturing on August 1,2011 or any time thereafter, are callable for redemption prior to their stated maturity date at the option of the District, in whole on an date, or in part on any interest payment date, on or after August 1, 2010, in inverse order of maturity and by lot within any such maturity if less than all of the Bonds of such maturity are to be redeemed, and may be redeemed prior to the maturity thereof by payment of all principal,plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount),payable from any source lawfully available therefor,as follows: Redemption Date Redemption Price On or after August 1, 2010 through July 31,2011 101% Can August 1,2011 and thereafter 100% Security: The Series B Bonds are general obligations of the Brentwood Union School District and the Board of Supervisors of the County of Contra Costa (the "Board of Supervisors")has the power and is obligated to levy ad valorem taxes for the payment of the Series B Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation (except for certain classes of personal property.) TERMS OF SALE Exhibit C Page 2 Interest Rate: The maximum rate bid may not exceed 12% per annum. Each rate bid must be a multiple of one twentieth percent (1/20%) or one eighth percent (1/8%) or any combination thereof. No Series B Bond shall bear more than one interest rate, and all bonds of the same maturity shall bear the same rate. Each Series B Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than three percent(3%)higher than the interest rate on any other maturity or group of maturities. Form of Bid: The Series B Bonds shall be sold for cash only. All bids must be for not less than all of the Series B Bonds hereby offered for sale and each bid shall state that the bidder offers par and accrued interest to the date of delivery, the premium, if any, and the rate or rates not to exceed those specified herein, at which the bidder offers to buy the Series B Bonds. Each bidder shall state in its bid the total net interest cost in dollars and the average net interest rate determined thereby,which shall be considered informative only and not a part of the bid. FAX BID: Bidders may submit their bid by fax. Neither the District nor Kelling, Northcross & Nobriga takes any responsibility for any difficulties in receiving fax transmittals prior to the deadline for receipt of bids. The fax number to be used for this purpose is (510) 208-8282. ELECTRONIC BIDS: Solely as an accommodation to bidders, the District will accept bids in electronic form solely from Dalcomp, a division of Thomson Financial Municipals Group, Inc., through its BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System ("Dalcomp/Parity"),provided that such electronic bid and any good faith deposit(described below) must be received at the place and by the time set for receipt of bids. For information about Dalcomp/Parity, bidders may contact Dalcomp/Parity at 395 Hudson Street,New York,New York 10014, telephone: (212) 806-8304. If any provision of this Notice of Sale conflicts with information provided by Dalcomp/Parity, this Notice of Sale shall control.Each bidder submitting an electronic bid understands and agrees by doing so that it is solely responsible for all arrangements with Dalcomp/Parity,that the District does not endorse or encourage the use of Dalcomp/Parity, and that Dalcomp/Parity is not acting as an agent of the District. Instructions for submitting electronic bids must be obtained from Dalcomp/Parity, and the District assumes no responsibility for ensuring or verifying bidder compliance with. Dalcomp/Parity's procedures. Dalcomp/Parity has advised the District that bidders must subscribe to Dalcomp/Parity, if such bidders intend to use Dalcomp/Parity to submit bids. The District shall be entitled to assume that any bid received via Dalcomp/Parity has been made by a duly authorized agent of the bidder. WARNINGS REGARDING FACSIMILE BIDS: A BID SUBMITTED BY FACSIMILE TRANSMISSION WILL NOT BE CONSIDERED TIMELY UNLESS, AT THE DEADLINE FOR SUBMISSION OF BIDS, THE ENTIRE BID FORM HAS BEEN RECEIVED BY THE RECEIVING FAX MACHINE. NEITHER THE DISTRICT, THE FINANCIAL ADVISOR, NOR BOND COUNSEL SHALL BE RESPONSIBLE FOR, AND THE BIDDER EXPRESSLY ASSUMES THE RISK FOR ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED BY FACSIMILE TRANSMISSION BY SUCH BIDDER INCLUDING, WITHOUT LIMITATION, BY REASON OF GARBLED TRANSMISSION, MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATIONS LINES, OR ANY OTHER CAUSE ARISING FROM DELIVERY FACSIMILE TRANSMISSION RATHER THAN BY HAND. THE DISTRICT ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. WARNINGS REGARDING ELECTRONI (L)A7 CQMPIPARITY) BIDS: THE DISTRICT, THE FINANCIAL ADVISOR, AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR Exhibit C Page 3 ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE DISTRICT AT THE PLACE OF BID OPENING. NEITHER THE DISTRICT, THE FINANCIAL ADVISOR, NOR BOND COUNSEL SHALL BE RESPONSIBLE FOR, AND THE BIDDER EXPRESSLY ASSUMES THE RISK FOR ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED TO DALCOMPIPARITY BY SUCH BIDDER, INCLUDING, WITHOUT LIMITATION, BY REASON OF GARBLED TRANSMISSION, MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATIONS LINES, OR ANY OTHER CAUSE ARISING FROM DELIVERY FACSIMILE TRANSMISSION RATHER THAN BY HAND. THE DISTRICT ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. Right to Cancel, Postpone or Reschedule Sale: `The Board of Supervisors reserves the right to cancel, postpone or reschedule the sale of the Series B Bonds upon notice in the Munifacts News Service not less than twenty-four(24)hours before the time for receipt of bids. If the sale is postponed, bids will be received at the above place at such date and hour as the Board of Supervisors determines, with notice of such new sale date and hour to be given by Bloomberg Financial Markets or Thomson Municipal Services not later than twenty-four (24) hours before the new hour for receipt of bids. Failure of any bidder to receive such Bloomberg Financial Markets or Thomson Municipal Services notice or any other form of notice of canceled, postponed or rescheduled sale shall not affect the legality or validity of any sale. Determination of Best Bid: The Series B Bonds will be awarded to the best responsible bidder or bidders considering the interest rate or rates specified and the premium offered, if any. The best bid will be determined by deducting the amount of the premium bid (if any) from the total amount of interest which the District would be required to pay from the date of the Series B Bonds to the respective maturity dates thereof at the rate or rates specified in the bid and the award will be made on the basis of the lowest net interest cost to the District. The purchaser must pay accrued interest from the date of the bonds to the date of delivery computed on a thirty (30) day month,360-day year basis. Right of Rejection: The Board of Supervisors reserves the right,in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. Time of Award: The Board of Supervisors has authorized the award of the sale of the Series B Bonds or the rejection of all bids to be made by the Superintendent of the District within 24 hours of receipt of bids, provided, that the award may be made after the expiration of the specified time if the bidder shall not have given to said Board notice in writing of the withdrawal of such proposal. Certificate Regarding Reoffering Prices: As soon as practicable, but not later than seven days prior to delivery of the Series B Bonds,the successful bidder must submit to the District a certificate specifying for each maturity the reoffering price at which at least 10% of the Series B Bonds of such maturity were sold (or were offered in a bona fide public offering and as of the date of award of the Series B Bonds to the successful bidder reasonably expected to be sold) to the public. Such certificate shall be in form and substance satisfactory to Bond Counsel and shall include such additional information as may be requested by Bond Counsel. Delivery, Cancellation: It is expected that the Series B Bonds will be delivered to the successful bidder in San Francisco within thirty days from the date of sale thereof. The successful bidder shall have the right,at such bidder's option, to cancel the contract of purchase Exhibit C Page 4 if the Series B Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof,and in such event the successful bidder shall be entitled to the return of the deposit accompanying the bid. Bid Deposit: A good faith deposit ("Deposit") in the form of a certified or cashier's check or a financial surety bond (a "Financial Surety Bond") in the amount of $50,000.00, payable to the order of "Brentwood Union School District," is required for each bid to be considered. If a check is used,it must accompany each bid. If a Financial Surety Bond is used, it must be form an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the District or the District's financial advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that bidder is required to submit its Deposit to the District in the form of a cashier's check (or wire transfer such amount as instructed by the District)not later than 3:30 p.m. Pacific Daylight Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the District to satisfy the Deposit requirement. In the event the bidder fails to honor its accepted bid, the Deposit will be retained by the District. If the Series B Bonds are awarded to a bidder utilizing a certified or cashier's check, the check accompanying any accepted proposal will be held by the District following the award to the successful bidder. If, after the award of the Series B Bonds the successful bidder fails to complete its purchase on the terms stated in its proposal, the check will be cashed by the District and the proceeds thereof will be retained by the District. If the successful bidder completes its purchase of the Series B Bonds on the terms stated in its proposal,its Deposit will be applied to the purchase of the Bonds on the date of delivery of the Series B Bonds. The check accompanying each unaccepted proposal will be made available for recovery by each unsuccessful bidder. No interest will be paid upon the deposit made by any bidder. Change in Tax Exempt Status: At any time before the bonds are tendered for delivery, the successful bidder may disaffirm and withdraw his proposal if the interest received by private holders from the Series B Bonds 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 federal income taxes (except alternative minimum taxes payable by corporations)by any federal income tax law enacted subsequent to the date of this notice. Bonds Bank Qualified. The District has designated the Bonds for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under section 103(x) of the Code) from gross income for federal income tax purposes, including the Bonds, has been or will be issued by the District during the calendar year 2000. Qualification for Insurance: If the Series B Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs shall be paid by such bidder. Any failure of the Series B Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of such purchaser's contractual obligations arising from the acceptance of such purchaser's proposal to purchase the Series B Bonds. The purchaser understands that the Exhibit C Page 5 2? District will utilize Standard &Poor's Corporation and that the cost of rating through any other rating service shall be borne entirely by the purchaser. Closing Papers Bond Printing; Each proposal will be understood to be conditioned upon the District furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Series B Bonds, the following closing papers, each dated the date of delivery: (a) The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Series B Bonds and stating that, under existing law, interest on the Series B Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for purposes of the federal alternative minimum tax imposed on certain individuals and corporations; and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws. Other federal tax consequences to owners of the Series B Bonds, if any, is not addressed in the opinion. A copy of the opinion of Bond Counsel,certified by the official in whose office the original is filed, will be printed on each of the Series B Bonds at no charge to the purchaser. (b) A certificate of the District certifying 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 Series B Bonds will be used in a manner that would cause the Series B Bonds to be arbitrage bonds; (c) A certificate of the County, signed by officers and representatives of the County, certifying that the officers and representatives have signed the Series B Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same; (d) The receipt of the County showing that the purchase price of the Series B Bonds, including interest accrued to the date of delivery thereof, has been received by the County on behalf of the District; (e) A certificate executed by legal counsel for the District, certifying that there is no known litigation threatened or pending affecting the validity of the Series B Bonds; and (f) A certificate of the District, signed by an officer of the District, acting in such officer's official capacity, to the effect that at the time of the sale of the Series B Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Series B Bonds, the Official Statement relating to the Series B Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The cost of printing the Series B Bonds will be borne by the District. CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the Series B Bonds,but neither the failure to print such numbers on any Series B Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Series B Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Series B Bonds and the CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful bidder. Fees to be Paid: The successful bidder will be required, pursuant to State law, to pay Exhibit C Page 6 17� any fees to the California Debt and Investment Advisory Commission("CDIAC"). CDIAC will invoice the successful bidder after the closing of the Series B Bonds. Also, the successful bidder must pay all fees required by The Depository Trust Company, Public Securities Association, Municipal Securities Rulemaking Board, and any other similar entity imposing a fee in connection with the issuance of the Series B Bonds. Continuing Disclosure. The District has covenanted for the benefit of the holders and beneficial owners of the Series B Bonds to provide certain financial information and operating data relating to the District by not later than nine months following the end of the District's fiscal year (which currently will be March 31 of the following year) (the "Annual Report"), commencing with the Annual Report for the 1999/2000 Fiscal Year, and to provide notices of the occurrence of certain enumerated events, if deemed by the District to be material. The Annual Report will be filed by the District with each Nationally recognized Municipal Securities Information Repository and with the State Information Repository, if any. The notices of material events will be filed by the District with the Municipal Securities Rulemaking Board and with the State Information Repository, if any. These covenants have been made in order to assist the Purchaser in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission(the"Disclosure Rule"). Official Statement: The District has authorized an Official Statement relating to the Series B Bonds,a copy of which will be furnished upon request to Kelling Northcross& Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612, telephone (510) 839-8200. Such Preliminary Official Statement is in a form "deemed final" by the District for the purposes of SEC Rule 1502-12(b)(1) but is subject to revision, amendment and completion. The District will furnish to the successful bidder, at no charge, up to four hundred (400) copies of the Official Statement for use in connection with any resale of the Series B Bonds. DATED AS OF October 18, 2000 and GIVEN by order of the Board of Supervisors of Contra Costa County, California, adopted September 26, 2000. Exhibit C Page 7 tyhibit C +�; ,' Page 8 1 V L 11 111 Y 111,1'11 LJ B1LJS NOTICE INVITING BIDS $610001000* BRENTWOOD UNION SCHOOL DISTRICT (County of Contra Costa,California) GENERAL OBLIGATION BONDS ELECTION OF 1997,SERIES B (CURRENT I N'MEST BONDS) (BANK QUALIFIED) NOTICE IS HEREBY GIVEN, pursuant to California Education Code Section 15146, that the Board of Supervisors of the County of Contra Costa, California, invites bids for the purchase of $6,000,000* aggregate principal amount of Brentwood Union School District (County of Contra Costa,California)General Obligation Bonds, Election of 1997, Series B. Bids will be received on Tuesday, October 31, 2000 at 9:30 a.m., at the Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland,California 94612;provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Bloomberg Financial Markets or Thomson Municipal Services, and the sale will be awarded by the Superintendent of the District within twenty-four (24) hours. Further information, including copies of the preliminary Official Statement, Official Notice of Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000,Oakland, California 94612 (telephone (510) 839-8200). Dated: October 18, 2000 *Prehn- nary,subject to change. Exhibit C Page 9 . 2 NOME OF INTENTION NOTICE OF INTENTION TO SELL BONDS $6,0001000* BRENTWOOD UNION SCHOOL DISTRICT (County of Contra Costa, California) GENERAL OBLIGATION BONDS ELECTION OF 1997,SERIES B (CURRENT INTEREST BONDS) (BANK QUALIFIED) NOTICE IS HEREBY GIVEN, pursuant to California Education Code Section 15146, that the Board of Supervisors of the County of Contra Costa, California, invites bids for the purchase of $6,000,000* aggregate principal amount of Brentwood Union School District (County of Contra Costa,California) General Obligation Bonds, Election of 1997, Series B. Bids will be received on Tuesday, October 31, 2000 at 9030 a.m., at the Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland,California 94612,provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Bloomberg Financial Markets or Thomson Municipal Services, and the sale will be awarded by the Superintendent of the District within twenty-four (24) hours. Further information, including copies of the preliminary Official Statement, Official Notice of Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612 (telephone (510) 839-8200). Dated. October 18, 2000 *Preliminary,subject to change. Exhibit C Page 10 ;:fin<.::-�• BTT D PUBLIC SALE DOCUMENTS BRENTWOOD UNION SCHOOL DISTRICT (CONTRA COSTA COUNTY,CALIFORNIA) GENERAL OBLIGATION BONDS,ELECTION OF 1997, SERIES C (CAPITAL APPRECIATION BONDS) OFFICIALNOTICE OF SALE.................................................................................................17—1 OFFICIALBID FORM............................................................................................................D-8 NOTICEINVITING BIDS........................................................................................................D-9 NOTICEOF INTENTION.......................................................................................................D- 10 OFFICIAL NOTICE OF SALE OF NOT TO EXCEED$1,000,000 BRENTWOOD UNION SCHOOL DISTRICT (CONTRA COSTA COUNTY,CALIFORNIA) GENERAL OBLIGATION BONDS,ELECTION OF 1997, SERIES C(CAPITAL APPRECIATION BONDS) (BANK QUALIFIED) NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of not to exceed $1,000,000 denominational amount of Brentwood Union School District (Contra Costa County, California),General Obligation Bonds,Election of 1997, Series C (Capital Appreciation Bonds) (the "Series C Bonds"),will be received at the place and up to the time below specified: TIME: Tuesday, October 31, 2000 at 10:00 o'clock a.m. (Pacific Daylight Time); provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Munifax. PLACE: Office of the Financial Advisor, Felling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, 94612. SUBMISSION OF BIDS: Bids may be delivered (for receipt not later than the time set forth above) to the District, care of Felling, Northcross & Nobriga, Attention: Brentwood Union School District GO Bond Bid Opening. Bids may be delivered by facsimile or electronically. All bids must be accomManied 4 a good faith deposit or a financial surety bond shall be provided fQr as more fully described below under the option "BID CHECK". FACSIMILE BIDS: Fax (510) 208-8282. ISSUE: The Series C Bonds will not bear current interest, but will accrete interest from their date of delivery (assumed for the purpose of this bid to be November 14, 2000), to their respective maturity dates and maturity values. The Series C Bonds are defined by the maturity schedule and the maturity values shown below. The maturity value represents the denominational amount thereof, plus accreted interest, calculated from the date of delivery to the respective maturity date, compounded on each February 1 and August 1, assuming in any such semiannual period that such accreted value increase in equal daily amounts on the basis of a 360- day year of twelve 30-day months. Such accreted interest is payable, together with the denominational amount, only at maturity or upon prior redemption. The maturity values will be in denominations of $5,000 or any integral multiple thereof. The Series C Bonds are being issued in the aggregate denominational amount set forth in the following table subject to adjustment as further provided herein. The"denominational amount" is that principal amount which, when accreted at its associated yield to maturity until its scheduled maturity date,results in a payment described as its "Maturity Value." The maturity value will be paid on August 1 in the amounts and Exhibit D Page 1 :F in each of the years 2017 to 2025 inclusive, as follows: Year Maturity (A 1) Value 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total Maturity Value $ *Approximate;subject to change;also subject to adjustment as described below under"Adjustment of Maturities" Redemption: The Bonds are not subject to redemption prior to their stated maturity dates. Security: The Series C Bonds are general obligations of the Brentwood Union School District and the Board of Supervisors of the County of Contra Costa (the "Board of Supervisors") has the power and is obligated to levy ad valorem taxes for the payment of the Series C Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation (except for certain classes of personal property). Definitions: For this Notice of Sale, the following capitalized terms shall have the following meanings: "Accreted Interest"means the difference on a Series C Bond, between the Denominational Amount and the Accreted Value of a Series C Bond, as of the date of calculation. "Accreted Value"means,as of the date of calculation, the calculated value of a Series C Bond upon discounting its Maturity Value semiannually at its Bond Yield to said calculation date,assuming that within any such semiannual period Accreted Value increases in equal daily amounts to its Accreted Value on its next semiannual compounding date,on the basis of a 360- day year of twelve 30-day months. The semiannual compounding dates for calculating Accreted Value for the Series C Bonds are February 1 and August 1. "Bond Yield" means the stated yield bid by the underwriter to the Board which discounts the Maturity Value of any Series C Bond to its Denominational Amount. (NOTE: Bond Yield is greater than reoffering yield for those maturities for which the underwriter generates"production"). "Denominational Amount" means the initial purchase price of any Series C Bond at which it is purchased from the Board by the underwriter (NOTE: underwriting spread and bond insurance premium,if any, and rating fee resulting therefrom, if any, are additions to the aggregate Denominational Amount of the issue. Exhibit D Page 2 "Maturity Value"means the Accreted Value of any Series C Bond on its maturity date. "Reoffering Price" means the price at which a Series C Bond is initially reoffered to the public by an underwriter. (NOTE: aggregate Denominational Amount plus underwriting spread, including bond insurance premium, if any, and rating fee, if any, equals aggregate Reoffering Price. Conceptually this is analogous to production on a par bid to an issuer of current interest bonds. An accretion table for the Series C Bonds based upon Reoffering Prices and reoffering yields will be provided as an appendix to the final official statement. "Reoffering Yield" means the yield which discounts the Maturity Value of any Series C Bond to its Reoffering Price. Reoffering Yield is calculated on the basis of a 360-day year of twelve 30-delay months discounted semi-annually on February 1 and August 1. "Transfer Amount" means,with respect to any Series C Bond, the Maturity Value. TERMS OF SALE Adjustment of Maturities: The amounts set forth above as the Maturity Values for the Series C Bonds may be adjusted either upward to downward, in an amount not expected to exceed 10%of such Maturity Value,after award of the Bonds has been made to the successful bidder,in order to adjust the aggregate denominational amount of all Series C Bonds as close as possible to but not more than $1,000,000. The successful bidder will be notified of the actual Maturity Value schedule relating to the Series C Bonds not later than the "Time of Award" shown below. Any increase or decrease will be in $5,000 increments of Maturity Value, provided that at least one Series C Bond may be issued in an odd Maturity Value. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted and no successful bid may be withdrawn. The successful bidder will not be permitted to change any Bond Yield in its bid. Interest Rate: The maximum yield bid on the Series C Bonds may not exceed twelve percent(12%)per annum. Each yield bid must be a multiple of 1/8 or 1/20 of 1%. No Series C Bond shall accrete interest at more than one interest rate. All Series C Bonds of the same maturity shall accrete interest at a single rate. Reoffering Yields to investors on each maturity, as finally adjusted as to Maturity Value,must be reported to the District by the winning bidder, but Reoffering Yields are not a part of the bid or the awarding of the Series C Bonds. All bids roust be for not less than all of the Series C Bonds. FAX BID: Bidders may submit their bid by fax. Neither the District nor Kelling, Northcross & Nobriga takes any responsibility for any difficulties in receiving fax transmittals prior to the deadline for receipt of bids. The fax number to be used for this purpose is (510) 208-8282. ELECTRONIC BIDS: Solely as an accommodation to bidders, the District will accept bids in electronic form solely from Dalcomp, a division of Thomson Financial Municipals Group, Inc., through its BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System("Dalcomp/Parity"),provided that such electronic bid and any good faith deposit(described below)must be received at the place and by the time set for receipt of bids. For information about Dalcomp/Parity, bidders may contact Dalcomp/Parity at 395 Hudson Street,New York,New York 10014, telephone: (212) 806-8304. If any provision of this Notice of Sale conflicts with information provided by Dalcomp/Pari, this Notice of Sale shall control.Each bidder submitting an electronic bid understands an agrees by doing so that it is Exhibit D Page 3 G'73 solely responsible for all arrangements with Dalcomp/Parity, that the District does not endorse or encourage the use of Dalcomp/Parity,and that Dalcomp/Parity is not acting as an agent of the District. Instructions for submitting electronic bids must be obtained from Dalcomp/Parity, and the District assumes no responsibility for ensuring or verifying bidder compliance with Dalcomp/Parity's procedures. Dalcomp/Parity has advised the District that bidders must subscribe to Dalcomp/Parity, if such bidders intend to use Dalcomp/Parity to submit bids. The District shall be entitled to assume that any bid received via Dalcomp/Parity has been made by a duly authorized agent of the bidder. WARS2LQS RDINC FACSIMILE BIDS: A BID SUBMITTED BY FACSIMILE TRANSMISSION WILL NOT BE CONSIDERED TIMELY UNLESS, AT THE DEADLINE FOR SUBMISSION OF BIDS, THE ENTIRE BID FORM HAS BEEN RECEIVED BY THE RECEIVING FAX MACHINE. NEITHER THE DISTRICT, THE FINANCIAL ADVISOR, NOR BOND COUNSEL SHALL BE RESPONSIBLE FOR, AND THE BIDDER EXPRESSLY ASSUMES THE RISK FOR ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED BY FACSIMILE TRANSMISSION BY SUCH BIDDER INCLUDING, WITHOUT LIMITATION, BY REASON OF GARBLED TRANSMISSION, MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATIONS LINES, OR ANY OTHER CAUSE ARISING FROM DELIVERY FACSIMILE TRANSMISSION RATHER THAN BY HAND. THE DISTRICT ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. WARNLN RDI E E T I P R : THE DISTRICT, THE FINANCIAL ADVISOR, AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY,OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE DISTRICT AT THE PLACE OF BID OPENING. NEITHER THE DISTRICT, THE FINANCIAL ADVISOR, NOR BOND COUNSEL SHALL BE RESPONSIBLE FOR, AND THE BIDDER EXPRESSLY ASSUMES THE RISK FOR ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED TO DALCOMP/PARITY BY SUCH BIDDER, INCLUDING, WITHOUT LIMITATION, BY REASON OF GARBLED TRANSMISSION, MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATIONS LINES, OR ANY OTHER CAUSE ARISING FROM DELIVERY FACSIMILE TRANSMISSION RATHER THAN BY HAND. THE DISTRICT ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. Right to Cancel, Postpone or Reschedule Sale, The Board of Supervisors reserves the right to cancel, postpone or reschedule the sale of the Series C Bonds upon notice in the Munifacts News Service not less than twenty-four(24)hours before the time for receipt of bids. If the sale is postponed, bids will be received at the above place at such date and hour as the Board of Supervisors determines, with notice of such new sale date and hour to be given by Bloomberg Financial Markets or Thomson Municipal Services not later than twenty-four (24) hours before the new hour for receipt of bids. Failure of any bidder to receive such Bloomberg Financial Markets or Thomson Municipal Services notice or any other form of notice of canceled, postponed or rescheduled sale shall not affect the legality or validity of any sale. Determination of Best Bid: The Series C Bands shall be awarded to the bidder submitting the highest aggregate purchase price for the Series C Bonds. The respective yield to maturity specified by the successful bidder will determine the Denominational Amount of the Series C Bonds. The Denominational Amount is equal to thea ate purchase price. Neither underwriter's compensation nor any bond insurance premium shall be deducted from the Denominational Amount in order to determine the aggregate purchase price. The successful Exhibit D Page 4 bidder shall provide for such amounts by reoffering the Series C Bonds to the public at a price exceeding the aggregate purchase price. The determination of the bid representing the highest responsible bid will be made without regard to any adjustments made or contemplated to be made after the award by the Treasurer,as described under "Adjustment of Maturities," above, even if such adjustments lower the aggregate purchase price of the successful bid to a level lower than the bid containing the next highest aggregate purchase price before adjustment. If there are two or more equal bids, the Board of Supervisors shall determine in its discretion which bid to accept. Right of Rejection: The Board of Supervisors reserves the right,in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. Time of Award: The Board of Supervisors has authorized the award of the sale of the Series C Bonds or the rejection of all bids to be made by the Superintendent of the District not later than 24 hours after receipt of bids; provided, that the award may be made after the expiration of the specified time if the bidder shall not have given to said Board notice in writing of the withdrawal of such proposal. Certificate Regarding Reoffering Prices: As soon as practicable, but not later than seven days prior to delivery of the Series C Bonds, the successful bidder must submit to the District a certificate specifying for each maturity the reoffering price at which at least 10% of the Series C Bonds of such maturity were sold (or were offered in a bona fide public offering and as of the date of award of the Series C Bonds to the successful bidder reasonably expected to be sold) to the public. Such certificate shall be in form and substance satisfactory to Bond Counsel and shall include such additional information as may be requested by Bond Counsel. Delivery; Cancellation: It is expected that the Series C Bonds will be delivered to the successful bidder in San Francisco within fifteen days from the date of sale thereof. The successful bidder shall have the right,at such bidder's option,to cancel the contract of purchase if the Series C Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof,and in such event the successful bidder shall be entitled to the return of the deposit accompanying the bid. Bid Deposit: A good faith deposit ("Deposit") in the form of a certified or cashier's check or a financial surety bond (a "Financial Surety Bond") in the amount of $10,000.00, payable to the order of "Brentwood Union School District," is required for each bid to be considered. If a check is used,it must accompany each bid. If a financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the District or the District's financial advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that bidder is required to submit its Deposit to the District in the form of a cashier's check (or wire transfer such amount as instructed by the District)not later than 3:30 p.m.Pacific Daylight Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the District to satisfy the Deposit requirement. In the event the bidder fails to honor its accepted bid, the Deposit will be retained by the District. If the Bonds are awarded to a bidder utilizing a certified or cashier's check, the check accompanying any accepted proposal will be held by the District following the award to the successful.bidder. If, after the award of the Bonds, the successful bidder fails to complete its purchase on the terms stated in its proposal, the check will be cashed by the District and the Exhibit D Page 5 F proceeds thereof will be retained by the District. If the successful bidder completes its purchase of the Bonds on the terms stated in its proposal,its Deposit will be applied to the purchase of the Bonds on the date of delivery of the Bonds. The check accompanying each unaccepted proposal will be made available for recovery by each unsuccessful bidder. No interest will be paid upon the deposit made by any bidder. Change in'Tax Exempt Status: At any time before the bonds are tendered for delivery, the successful bidder may disaffirm and withdraw his proposal if the interest received by private holders from the Series C Bonds 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 federal income taxes (except alternative minimum taxes payable by corporations)by any federal income tax law enacted subsequent to the date of this notice. Qualification for Insurance: If the Series C Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs shall be paid by such bidder. Any failure of the Series C Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of such purchaser's contractual obligations arising from the acceptance of his proposal to purchase the Series C Bonds. The purchaser understands that the District will utilize Standard &Poor's Rating Group and that the cost of rating through any other rating service shall be borne entirely by the purchaser. Closing Papers and Bond Printing: Each proposal will be understood to be conditioned upon the District f umishing to the purchaser, without charge, concurrently with payment for and delivery of the Series C Bonds, the following closing papers, each dated the date of delivery: (a) The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Series C Bonds and stating that, under existing law, interest on the Series C Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for purposes of the federal alternative minimum tax imposed on certain individuals and corporations, and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws. tither federal tax consequences to owners of the Series C Bonds, if any, is not addressed in the opinion. A copy of the opinion of Bond Counsel,certified by the official in whose office the original is filed, will be printed on each of the Series C Bonds at no charge to the purchaser. (b) A certificate of the District certifying 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 Series C Bonds will be used in a manner that would cause the bonds to be arbitrage bonds; (c) A certificate of the County, signed by officers and representatives of the County, certifying that the officers and representatives have signed the Series C Bonds whether by (facsimile or manual signature, and that they were respectively duly authorized to execute the same; Exhibit D Page 6 ?, . (d) The receipt of the County showing that the purchase price of the bonds, including interest accrued to the date of delivery thereof, has been received by the County on behalf of the District; (e) A certificate executed by legal counsel for the District, certifying that there is no known litigation threatened or pending affecting the validity of the Series C Bonds; and (f) A certificate of the District, signed by an officer of the District, acting in such officer's official capacity, to the effect that at the time of the sale of the Series C Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Series C Bonds, the Official Statement relating to the Series C Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The cost of printing the Series C Bonds will be borne by the District. CUSIP Numbers It is anticipated that CUSIP numbers will be printed on the Series C Bonds,but neither the failure to print such numbers on any Series C Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Series C Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Series C Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the successful bidder. Pees to be Paid: The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission("CDIAC"). CDI.AC will invoice the successful bidder after the closing of the Series C Bonds. Also, the successful bidder must pay all fees required by The Depository Trust Company, Public Securities Association, Municipal Securities Rulemaking Board, and any other similar entity imposing a fee in connection with the issuance of the Series C Capital Appreciation Bonds. . Continuing Disclosure. The District has covenanted for the benefit of the holders and beneficial owners of the Series C Bonds to provide certain financial information and operating data relating to the District by not later than nine months following the end of the District's fiscal year (which currently will be March 31 of the following year) (the "Annual Report"), commencing with the Annual Report for the 1999/2000 Fiscal Year, and to provide notices of the occurrence of certain enumerated events, if deemed by the District to be material. The Annual Report will be filed by the District with each Nationally recognized Municipal Securities Information Repository and with the State Information Repository, if any. The notices of material events will be filed by the District with the Municipal Securities Rulemaking Board and with the State Information Repository, if any. These covenants have been made in order to assist the Purchaser in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission(the "Disclosure Rule"). Official Statement; The District has authorized an Official Statement relating to the Series C Bonds, a copy of which will be furnished upon request to Kelling Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, 94612, telephone (510) 839-8200. Such Preliminary Official Statement is in a form "deemed final"by the District for the purposes of SEC Rule 15C2-12(b)(1)but is subject to revision, amendment and completion. The District will furnish to the successful bidder, at no charge, up to two hundred (200) copies of the Official Statement for use in connection with any resale of the bonds. DATED AS OF October 18, 2000, and GIVEN by order of the Board of Supervisors of the County of Contra Costa, California, adopted September 26, 2000. Exhibit D Page 7 +OFFICIAL BID►FORM Exhibit D Page 8 0%ry NOTICE RiV MG BIDS NOTICE OF INVITING BIDS $110001000 ' DENOMINATIONAL AMOUNT BRENTWOOD UNION SCHOOL DISTRICT (County of Contra Costa,California) GENERAL OBLIGATION BONDS ELECTION OF 1997,SERIES C (CAPITAL APPRECIATION BONDS) (BANK QUALIFIED) NOTICE I5 HEREBY GIVEN, pursuant to California Education Code Section 15146, that the Board of Supervisors of the County of Contra Costa, California, invites bids for the purchase of not-to-exceed $1,000,000" denominational amount of Brentwood Union School District (County of Contra Costa, California) General Obligation Bonds, Election of 1997, Series C. Bids will be received on Tuesday, October 31, 2000 at 10:00 a.m., at the Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland,California 94612;provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Bloomberg Financial Markets or Thomson Municipal Services,and the sale will be awarded by the Business Manager of the District within twenty-four (24) hours. Further information, including copies of the preliminary Official Statement, Official Notice of Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612 (telephone (510) 839-8200). Dated: October 18, 2000 *Preliminary,subject to change. Exhibit D Page 9 Go NOTICE OF.INTENTION NOTICE OF INTENTION TO SELL BONDS $1,000,000' DENOMINATIONAL.AMOUNT BRENTWOOD UNION SCHOOL DISTRICT (County of Contra Costa, California) GENERAL OBLIGATION BONDS ELECITON OF 1997,SERIES C (CAPITAL APPRECIATION BONDS) (BAND QUALIFIED) NOTICE IS HEREBY GIVEN, pursuant to California Education Code Section 15146, that the Board of Supervisors of the County of Contra Costa, California, invites bids for the purchase of not-to-exceed $1,000,000* denominational amount of Brentwood Union School District (County of Contra Costa,California) General Obligation Bonds, Election of 1997, Series C. Bids will be received on Tuesday, October 31, 2000 at 10:00 a.m., at the Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland,California 94612;provided, that the District reserves the right to postpone or change the sale date upon 24 hours notice delivered via Bloomberg Financial Markets or Thomson Municipal Services,and the sale will be awarded by the Business Manager of the District within twenty-four (24) hours. Further information, including copies of the preliminary Official Statement, Official Notice of Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612 (telephone (510) 839-8200). Dated: October 18, 2000 *Preliminary,subject to change. Exhibit D Page 10