HomeMy WebLinkAboutMINUTES - 09182007 - C.68 TO: BOARD OF SUPERVISORS Contra
FROM: JOHN CULLEN, COUNTY ADMINISTRATOR •; :
Costa
DATE: September 18, 2007
rT'9 COUI`T�
SUBJECT: BYRON UNIFIED SCHOOL DISTRICT County
GENERAL OBLIGATION BONDS Q
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
ADOPT Resolution 2007/464 authorizing, on behalf of Byron Unified School District, the sale and issuance
of General Obligation Bonds, Election of 2006, Series 2007B, in a principal amount not to exceed
$4,800,000.
FISCAL IMPACT
There is no fiscal impact to the County.
BACKGROUND
Under state law, the Contra Costa County Board of Supervisors is required to authorize the sale and
issuance of General Obligation bonds for school districts within the County. No financial obligation is
assumed with these authorizations.
The School District is issuing these bonds on authority granted by voter approval on June 6, 2006.
CONSEQUENCES OF NEGATIVE ACTION
Without the Contra Costa County Board of Supervisors authorization, the School District would not be able
to issue the bonds, thereby delaying or preventing the implementation of projects approved by voters.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
----------------------------------------------------------------------------------------------------------------- ---------------- ---- -------- ---- ------------- ---
__t,lr�fCOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(SPRON,
-------------------- -------- -- -- - ---- ----- -----------------------------------------------------------------------------------------------------
ACTION OF B57eo4w vt he F 1,? Q&,7 APPROVE AS RECOMMENDEDII
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
//, AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT (;1 ay-eC— ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTED C7g4JQ��� I Fr
CONTACT: Lisa Driscoll(925-335-1023) JCJHN CULLEN,CLERK OF THE BOA D OF
SUPERVISORS AND COUNTY
ADMINISTRATOR
CC: County Administrator
Treasurer-Tax Collector
Scott Beck (via CAO)
BY DEPUTY
i
RESOLUTION NO. 05-07
A RESOLUTION OF THE BOARD OF EDUCATION OF THE BYRON
UNION SCHOOL DISTRICT AUTHORIZING THE ISSUANCE AND
SALE OF GENERAL OBLIGATION BONDS OF THE DISTRICT AND
RELATED ACTIONS
WHEREAS, pursuant to a resolution and order of the Board of Education (the "Board")
of the Byron Union School District (the "District"), an election was held in the District on
June 6, 2006 under the procedures specified in Proposition 39 (Article XIII A, Section 1,
paragraph (b) of the California Constitution), and the returns were thereafter canvassed pursuant
to law(the "Election"); and
WHEREAS, at such election there was submitted to and approved by the more than 55%
of the votes cast at such election the following measure for incurring bonded indebtedness:
"To improve the quality of education, shall Byron Union School District
be authorized to upgrade, renovate and modernize existing classrooms and
school facilities, construct additional classrooms to relieve overcrowding,
make necessary health and safety improvements and improve student
access to computers and modern technology throughout the District by
issuing $19,700,000 in bonds within legal interest rates, with a citizens'
• oversight committee, annual audits and no money for administrator or
teacher salaries?"
and
WHEREAS, Proposition 39 supplemented Chapter 1 by adding Chapter 1.5 thereto,
commencing with Section 15264 of the California Education Code (collectively, the "Bond
Law"); and
WHEREAS, the Board has determined that it is necessary and desirable to authorize the
issuance and sale of a series of the general obligation bonds authorized by the electors (the
`'Bonds"), such series of bonds to be designated "Byron Union School District (Contra Costa
County, California) General Obligation Bonds, Election of 2006, Series 2007B," in an aggregate
principal amount not to exceed $4,800,000 (the "Series 2007B Bonds") according to the terms
and in the manner hereinafter set forth; and
WHEREAS, Section 15140 of the California Education Code requires that general
obligation bonds of a school district shall be offered for sale by the board of supervisors of the
county, the county superintendent of which has jurisdiction over such district, as soon as possible
following receipt of a resolution adopted by the governing.board of such district; and
WHEREAS, by this Resolution the Board will petition the Contra Costa County Board of
• Supervisors (the "County Board") to issue the Series 2007B Bonds; and
4831-7076-9665.E
• WHEREAS, 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 this proposed
issue of Series 2007B Bonds, is within all limits prescribed by law;
NOW, THEREFORE, BE IT RESOLVED by the Board of Education of Byron Union
School District, as follows:
Section 1. Recitals. The Board hereby finds and determines that the foregoing recitals
are true and correct.
Section 2. Purpose. To raise money for the purposes authorized by voters of the District
at the Election and to pay all necessary legal, financial and contingent costs in connection with
the issuance of the Series 2007B Bonds, this Board hereby petitions the County Board of the
County of Contra Costa (the "County") to authorize the issuance of the Series 2007B Bonds and
to order such Bonds sold at a competitive sale such that the Series 2007B Bonds shall be dated as
of a date to be determined by said County Board, shall bear interest at a rate not to exceed that
authorized at the Election, shall be payable upon such terms and provisions as shall be set forth
in the Series 2007B Bonds, and shall be in an aggregate principal amount not to exceed Four
Million Eight Hundred Thousand Dollars ($4,800,000). The District is issuing the Series 2007B
Bonds pursuant to the terms of the Bond Law and Section 1, paragraph (b), subsection (3) of
Article XIIIA of the California Constitution.
Section 3. Valid Obligations. The Board hereby determines that all acts and conditions
necessary to be performed by the District or to have been met precedent to and in the issuing of
the Series 2007B Bonds in order to make them legal, valid, and binding general obligations of
the District have been performed and have been met, or will at the time of delivery of the
Series 2007B Bonds have been performed and have been met, in regular and due form as
required by law; and that no statutory or constitutional limitation of indebtedness or taxation will
have been exceeded in the issuance of the Series 2007B Bonds.
Section 4. Appointment of Paying Agent and Approval of Paying Agent Agreement.
The Board hereby appoints The Bank of New York Trust Company, N.A. to act as the paying
agent, registrar and transfer agent (collectively, the "Paying Agent") for the Series 2007B Bonds.
The proposed form of Paying Agent Agreement (the `'Paying Agent Agreement") relating to the
Series 2007B Bonds, by and among the District, the County and the Paying Agent, as presented
to this meeting, is hereby approved, on behalf of the District. The President of this Board and
the Superintendent are, individually, hereby authorized, for and on behalf of the District, to
execute and deliver to the Paying Agent the Paying Agent Agreement in substantially said form,
with such changes therein as such officer, with the advice of the District's bond counsel, may
require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 5. Competitive Sale of Bonds.
• (a) The Board hereby authorizes the sale of its Series 2007B Bonds pursuant
to a Notice of Sale and Bid form inviting bids for the Series 2007B Bonds. The Financial
4831-7076-9665.5 2
• Advisor (as hereinafter defined), in consultation with Bond Counsel (as hereinafter
defined) and the Superintendent of the District, is hereby directed to prepare a form of
Notice of Sale and Bid Form for the Series 2007B Bonds, and to cause to be mailed to
prospective bidders for the Series 2007B Bonds copies of said Notice of Sale and Bid
Form. The Board hereby authorizes the Financial Advisor to offer the Series 2007B
Bonds for sale after the County has adopted its resolution approving the issuance of the
Series 2007B Bonds. The Board hereby authorizes the Financial Advisor, in consultation
with Bond Counsel and the Superintendent, to prepare and publish a Notice of Intention
to Sell Bonds.
(b) The Board hereby authorizes the Superintendent to award the sale of the
Series 2007B Bonds to the responsible bidder offering the lowest true interest cost to the
District (the "Underwriter"), with the right being reserved to reject any and all bids;
provided that no Series 2007B Bonds shall bear interest at more than the legal limit per
annum, and that the true interest cost of the Series 2007B Bonds shall not exceed 12.00%
per annum. True interest cost for this purpose means that nominal interest rate that, when
compounded semiannually and used to discount the debt service payments on the
Series 2007B Bonds to the dated date of the Series 2007B Bonds, results in an amount
equal to the purchase price of the Series 2007B Bonds, excluding interest accrued to the
date of delivery. The date, respective principal amounts of each maturity, the interest
rates, interest payment dates, denominations, terms of redemption, and other terms of the
Series 2007B Bonds shall be as provided in the Official Statement.
Section 6. Approval of Official Statement. The form of the Official Statement related
to the Series 2007B Bonds presented to this meeting and on file with the Clerk of this Board is
hereby approved. The Board hereby authorizes Caldwell Flores Winters, Inc. (the "Financial
Advisor") to distribute copies of the Preliminary Official Statement in preliminary form to
persons who may be interested in the purchase of the Series 2007B Bonds and authorizes and
directs the Underwriter to deliver copies of the final Official Statement to all purchasers of the
Series 2007B Bonds. The Board hereby authorizes and directs the Superintendent or his
designee to deliver to the Underwriter a certificate to the effect that the District deems the
Preliminary Official Statement, in the form approved by such officer or officers to be final and
complete as of its date. The Superintendent and Assistant Superintendent for Business and
Administrative Services (each an "Authorized Officer"), or any of them acting singly, are hereby
authorized and directed, for and in the name of the District, to cause the Preliminary Official
Statement to be brought to a final Official Statement, and to execute the same for and in the
name of the District, with such changes therein as such Authorized Officer may approve (such
approval to be conclusively evidenced by such Authorized Officer's execution and delivery).
The distribution and use of the final Official Statement by the Underwriter in connection with the
sale of the Series 2007B Bonds are hereby approved.
Section 7. Approval of Continuing Disclosure Certificate. The form of the
Continuing Disclosure Certificate of the District, as presented to this meeting and on file with the
Clerk of this Board, is hereby approved. The Board hereby authorizes and directs the
Superintendent or his designee to execute and deliver to the Underwriter the Continuing
• Disclosure Certificate in substantially said form, with such changes therein as such officer, with
4831-7076-9665.5 3
• the advice of the District's bond counsel, may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 8. Engagement of Professional Services. Caldwell Flores Winters, Inc. is
hereby retained as Financial Advisor to the District, and the law firm of Kutak Rock LLP is
hereby retained as bond counsel and disclosure counsel to the District. This Board estimates that
the costs associated with the issuance of the Bonds, including any bond insurance premium,
Underwriter's discount, and any such costs which the Underwriter agrees to pay out of the net
original issue premium realized from the sale of the Series 2007B Bonds, will not exceed
$220,000.00.
Section 9. Authorization of Officers to Execute Documents. The Board hereby
authorizes and directs its officers and the officials and staff of the District, and each of them
individually, to do any and all things and to execute and deliver any and all documents that they
may deem necessary or advisable in order to complete the issuance of the Series 2007B Bonds
and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution.
All actions heretofore taken by such officers, officials and staff that are in conformity with the
purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.
Section 10. Indemnification. The District shall indemnify and hold harmless, to the
extent permitted by law, the County and its officers and employees ("Indemnified Parties"),
against any and all losses, claims, damages or liabilities, joint or several, to which such
Indemnified Parties may become subject because of action or inaction related to the adoption of
• a resolution by the County Board providing for the issuance and sale of the Series 2007B Bonds,
or related to the proceedings for sale, award, issuance and delivery of the Series 2007B Bonds in
accordance therewith and herewith. The District shall also reimburse any such Indemnified
Parties for any legal or other expenses incurred in connection with investigating or defending any
such claims or actions.
Section 11. Tax Covenants. The District will, notwithstanding any other provisions of
this Resolution, (1) comply with all of the provisions of the resolution of the County Board of the
authorizing the issuance of the Series 2007B Bonds relating to the Rebate Fund (as defined
therein) and perform all acts necessary to be performed by the District in connection therewith,
and (2) make no use of the proceeds of the Series 2007B Bonds or of any other amounts,
regardless of the source, or of any property or take any action, or refrain from taking any action,
that would cause the Series 2007B Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended (the "Code").
The District will not make any use of the proceeds of the Series 2007B Bonds or any
other funds of the District, or take or omit to take any other action, that would cause the
Series 2007B Bonds to be "private activity bonds" within the meaning of Section 141 of the
Code or "federally guaranteed" within the meaning of Section 149(b) of the Code. To that end,
so long as any Bonds are unpaid, the District, with respect to such proceeds and such other funds,
will comply with all requirements of such Sections and all regulations of the United States
Department of the Treasury issued thereunder and under Section 103 of the Internal Revenue
• Code of 1954, as amended, to the extent such requirements are, at the time, applicable and in
effect.
4831-7076-9665.5 4
The District will not use or permit the use of its facilities or any portion thereof by any
person other than a governmental unit as such term is used in Section 141 of the Code, in such
manner or to such extent as would result in the loss of exclusion from gross income for federal
income tax purposes of the interest paid on the Series 2007B Bonds. In furtherance of the
foregoing tax covenants of this Section 11, the District covenants that it will comply with the
instructions and requirements of the Tax Certificate to be executed and delivered by the District
on the date of issuance of the Series 2007B Bonds, which is incorporated herein as if fully set
forth herein.
The District will covenant with the holder of the Series 2007B Bonds that the foregoing
tax-related restrictions shall survive the payment in full or defeasance of the Series 2007B
Bonds.
Section 12. Use of Bond Proceeds.
(a) The Board will use the proceeds from the sale of the Series 2007B Bonds
to finance the acquisition and construction of some or all of the purposes authorized at
the Election (collectively, the "Projects"). Upon the sale of the Series 2007B Bonds, the
proceeds thereof, exclusive of accrued interest and any original issue premium, shall be
deposited into a fund established and held by the County for the account of the District
and designated as the Series 2007B Building Account of the Byron Union School District
Building Fund. The District shall, from time to time, request disbursements from the
• Series 2007B Building Account to pay the Project costs in the same manner as other
school money disbursements. The District may pay, or cause to be paid, costs of issuance
using money disbursed from time to time, as appropriate, from the Series 2007B Building
Account.
(b) Costs of issuance shall include all of the costs of issuing the Series 2007B
Bonds, including but not limited to, all printing and document preparation expenses in
connection with this Resolution, the Series 2007B Bonds and the Official Statement
pertaining to the Series 2007B Bonds and any and all other agreements, instruments,
certificates or other documents prepared in connection therewith; financial advisory fees;
Underwriter's fees (including Underwriter's counsel fees and out-of-pocket expenses, if
any, in both cases as agreed to by the District); rating agency fees; auditor's fees; CUSIP
service bureau charges; legal fees and expenses of counsel with respect to the financing;
the initial fees and expenses of the Paying Agent and any fiscal agent; fees for any credit
enhancement relating to the Series 2007B Bonds; and other fees and expenses incurred in
connection with the issuance of the Series 2007B Bonds or the implementation of the
financing for the Projects, to the extent such fees and expenses are approved by the
District.
Section 13. Bond Insurance. The Superintendent is hereby authorized and directed to
take such other actions as may be necessary to sell all or a portion of the Series 2007B Bonds
with bond insurance, if the Superintendent, in consultation with the Financial Advisor and the
County, determines that the savings to the District resulting from the purchase of such bond
• insurance exceeds the cost thereof.
4831-7076-9665.5 5
passage.Section 14. Effective Date. This Resolution shall take effect immediately upon its
APPROVED, PASSED AND ADOPTED on September 6, 2007, by the following vote:
Ayes: 5
Noes: 0
Abstain: 0
Absent: 0
Lisa Hultz
President of the Board of Edu tion
Attest:
B V
KatHiy Sli j am
Clerk of the Board of Education
4831-7076-9665.5 6
RESOLUTION NO. 2007/464
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF BYRON
UNION SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA)
ELECTION OF 2006, SERIES 2007B IN THE AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $4,800,000
WHEREAS, a duly called election (the "Election") was held in the Byron Union School
District (the "District"), Contra Costa County (the "County"), California, on June 6, 2006 and
thereafter canvassed pursuant to law; and
WHEREAS, at the Election there was submitted to and approved by the requisite 55%
vote of the qualified electors of the District a question as to the issuance and sale of general
obligation bonds of the District for various purposes set forth in the ballot submitted to the
voters, in the maximum principal amount of$19,700,000 payable from the levy of an ad valorem
tax against the taxable property in the District-, and
WHEREAS, at this time this Board has received the resolution of the Board of Education
of the District (the "District Resolution") requesting the issuance of a second series of such
Bonds in an aggregate principal amount not to'&ceed $4,800,000 (the "Series 2007B Bonds");
and
WHEREAS, all acts, conditions and things required by law to be done or performed have
been done and performed in strict confonnity with the laws authorizing the issuance of general
obligation bonds of the District, and the indebtedness of the District, including this proposed
issue of Series 2007B Bonds, is within all limits prescribed by law; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa
County, California, as follows:
Section 1. Purpose of Series 20076 Bonds. That for the purposes set forth in the
Election and to pay all necessary legal, financial, engineering and contingent costs in
connection therewith, the County authorizes the issuance of the Series 2007B Bonds in the
name of the District under and subject to the terms of the California Education Code and
this resolution.
Section 2. Terms and Conditions of Sale. The Series 2007B Bonds shall be sold
at a competitive sale upon the direction. of-.the Superintendent of the District (the
"Superintendent"), Assistant Superintendent for Business and Administrative Services, or
such other person designated by the Superintendent. The sale of the Series 2007B :Bonds
shall be awarded by such District official .'pursuant to a certificate of award (the
"Certificate of Award").
Section 3. Appointment of Paying Agent and Approval of Paying Agent
Agreement. This Board does hereby. appoint The Bank of New York Trust Company,
N.A. to act as the Paying Agent, registrar. and transfer agent (collectively, the "Paying
Agent") for the Series 2007B Bonds. ,.
4810-7505-9457.3
The proposed form of Paying Agent Agreement (the "Paying Agent Agreement")
relating to the Series 2007B Bonds, by and among the District, the County and the Paying
Agent, as presented to this meeting, is hereby approved and the Treasurer-Tax Collector of
the County (the "Treasurer-Tax Collector' .ora designated deputy thereof or the County
Chairperson or such Chairperson's designee.is hereby authorized to execute and deliver
the Paying Agent Agreement.
Section 4. District Responsibilities. The Superintendent of the District shall
transmit to the County Administrator and Treasurer-Tax Collector a copy of the final debt
service schedule for the Series 2007B .Bonds as determined in the sale thereof in order to
permit the County to establish the tax rates and necessary funds or accounts for the Series
2007B Bonds.
Section 5. Certain Definitions. As used in this Resolution, the ternls set forth
below shall have the meanings ascribed to them (unless otherwise set forth in the Official
Statement):
"Accreted Interest" means, with respect"to,the Capital Appreciation Bonds, the Accreted
Value thereof as of the date of calculation minus-the Denominational Amount thereof.
"Accreted Value" means, with respect to`the Capital Appreciation Bonds, as of the date of
calculation, the Denominational Amount thereof, pli>s Accreted Interest thereon to such date of
calculation, compounded semiannually on each February 1 and August 1, commencing on
February 1, 2008 (unless otherwise provided.'In the Certificate of Award) with respect to the
Capital Appreciation Bonds which mature on August l.:of a given year, at the stated Accretion
Rate to maturity thereof, assuming in any.such .seilniannual period that such Accreted Value
increases in equal daily amounts on the basis of a MMa`y year of twelve 30-day months.
"Accretion Rate" means, unless otherwise provided by the Certificate of Award, that rate
which, when applied to the Denominational Amount of any Capital Appreciation Bond and
compounded semiannually on each February 1 and August l., commencing February 1., 2008
(unless otherwise provided in the Certificate of Award), produces the Accreted Value on the
maturity date.
"Bontl Insurer" means any insurance company which issues a municipal bond insurance
policy insuring the payment of Denominational Amount,and Accreted Interest of and interest on
the Series 2007B Bonds.
"Capital Appreciation Bonds" means the Series h0713 Bonds the interest component of
.which is compounded semiannually oil each Interest Payment Date to maturity as shown in the
table of Accreted Value for such Series 2007B'.86>ids i'n the Certificate of Award.
"Current Interest Bonds" means the Series-2007B Bonds the interest on which is payable
semiannually on each Interest Payment Date :specified-for each such Series 2007B Bond as
designated and maturing in the years and in the.amounts set forth in the Certificate of Award.
4810-7505-9457.3 2
"Denominational Amount" means, with respect .to the Capital Appreciation Bonds, the
initial purchase price thereof, which represents the principal amount thereof, and, with respect to
the Current Interest Bonds, the principal amount thereof.
"Depository" means the securities' depository acting as Depository pursuant to
Section 6(c) hereof.
"DTC" means The .Depository Trust Company; New York, New York, a limited purpose
trust company organized under the laws of the,State of New York, in its capacity as securities
depository for the Series 2007B Bonds.
"Information Set-vices" means Bloomberg Municipal Repository, DPC Data Inc., FT
Interactive Date, or Standard &Poor's Securities Evaluations, :Inc.
".Interest Payment Date" means (unless otherwise provided by the Certificate of Award)
February 1 and August 1 of each year, commencing:February 1, 2008, with respect to the interest
Oil the Current Interest Bonds; with respect to the principal payments on the Current Interest
Bonds, the stated maturity dates thereof, as applicable; and, with respect to the Capital
Appreciation Bonds, the stated maturity dates thereof,`as applicable.
"Maturity Value" means the Accreted. Value of any Capital Appreciation Bond on its
maturity date.
"Paying Agent" means The Bank of New York Trust Company, N.A., or any successor
thereto,
"Principal" or "Principal Amount" means, with respect to any Current Interest Bond, the
principal or principal amount thereof and, with respect to any Capital Appreciation Bond, the
Denominational Amount.
".Record Date" means the fifteenth day of the month preceding each Interest Payment
Date.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, 22"`'
Floor, New York, New York 10041-0099, Telephone: (212) 855-1000, Facsimile: (212) 855-
8440. =
"Term Bonds" means those Series 2007E Bonds for which mandatory redemption dates
have been established in the Certificate of Award.
"Transfer Amount" means, with respect to'aily Outstanding Current Interest Bond, the
Principal Amount and, with respect to any Capital Appreciation Bond, the Maturity Value.
Section 6. Terms of the Series 2007B Bonds.
(a) Denomination, Interest, Date of Delivery. The Series 2007B .Bonds
shall be issued as bonds registered as to both Principal and interest, in the denorninations
of with respect to the Current Interest Bonds, $5,000 Denominational Amount or any
4910-7505-9457.3 3 .
integral multiple thereof (except for one odd denomination, if necessary), and with
respect to the Capital Appreciation Bonds, $5,000 Maturity Value, or any integral
multiple thereof (except for one odd .denomination, if necessary). The Series 2007B
.Bonds will be initially registered to `.`Cede & Co.," the nominee of the Depository Trust
Company, New York, New York.
Each Capital Appreciation Bond shall be dated, and shall accrete interest from, its
date of initial issuance. Capital Appreciation Bonds will not bear interest on a current
basis.
Each Current Interest Bond shall be dated the date of delivery or such date as
shall appear in the Certificate of Award or the Official Statement (the "Date of
Delivery'), and shall bear interest from the Interest Payment Date next preceding the date
of authentication thereof unless it is authenticated as of a day during the period from the
sixteenth day of the month next preceding any Interest Payment Date to that Interest
Payment Date, inclusive, in which event it shall bear interest from such Interest Payment
Date, or unless it is authenticated on or before January 15, 2008, in which event it shall
bear interest from the Date of Delivery.
The Series 2007B Bonds shall bear or accrete interest at a rate or rates such that
the interest rates or true interest cost "Shall not exceed the maximum limit permitted by
law. Interest shall be payable on the respective interest Payment Dates.
The Capital Appreciation Bonds shall mature in the years and shall be issued in
the aggregate Denominational Amount set forth in the Certificate of Award and shall
have an interest rate and shall have Denominational Amounts per each $5,000 in Maturity
Value as shown in the Accreted Value Table attached to the Certificate of Award;
provided that in the event that the amount shown in such Accreted Value Table and the
Accreted Value calculated by the District and approved by the Bond insurer by
application of the definition of Accreted Value set forth in Section 5 differ, the latter
arnount shall.be the Accreted Value of such Capital Appreciation Bond.
(b) Redemption.
(i) Optional Reclemption. The Series 2007B Bonds may be subject to
optional redemption as provided in the Certificate of Award.
(ii) Manclatory Redeinilition:. The Series 2007B Bonds may be subject
to mandatory redemption as pfovid'ed in the Certificate of Award.
(iii) Selection of Boiuls for Redemption. Whenever provision is made
in this Resolution for the redemption of Series 2007B Bonds and less than all
Outstanding Series 2007B Bonds are to be redeemed, the Paying Agent identified
below, upon written instruction from the District, shall select Series 2007B Bonds
for redemption as so directed- and if not directed, in inverse order of maturity.
Within a maturity, the Paying 'Agent, shall select Series 2007.8 Bonds for
redemption by lot. Redemption' by -lot shall be in such manner as the Paying
Agent shall determine; provided;:however, that the portion of any Current Interest
4810-7505-9457.3 4
Bond to be redeemed in part shall be in the Principal Amount of $5,000 or any
integral multiple thereof and the portion of.any Capital Appreciation Bond to be
redeemed in part shall be in integral multiples of the Accreted Value per $5,000
Maturity Value thereof.
(iv) Notice of Redeirrption. When redemption is authorized or required
pursuant to Section 6(b)(1) hereof, the Paying Agent, upon written instruction
from the District, shall give notice (a "Redemption Notice") of the redemption of
the Series 2007B Bonds. Such Redemption Notice shall specify: (A) the Series
2007B Bonds or designated portions thereof (in the case of redemption of the
Series 2007B Bonds in part but'not in whole) which are to be redeemed; (B) the
date of redemption; (C) the place or places where the redemption will be made,
including the name and address of the Paying Agent; (D) the redemption price;
(E) the CUSLP numbers, if any, assigned to the Series 2007B .Bonds to be
redeemed; (F) the Bond numbers of the Series 2007B Bonds to be redeemed in
whole or in part and, in the case of any Series 2007B Bond to be redeemed in part
only, the Principal Amount of.such Series 2007B Bond to be redeemed; and (G)
the original issue date, interest.rate.or Accretion Rate and stated maturity date of
each Series 2007B Bond to be redeemed in whole or in part. Such Redemption
Notice shall further state that o11 the specified date there shall become due and
payable upon each Series 2007B Bond or portion thereof being redeemed at the
redemption price thereof together with the interest accrued or accreted to the
redemption date, and that from and after such date, interest with respect thereto
shall cease to accrue or accrete.
The Paying Agent shall take the, following actions with respect to such
Redemption Notice:
(A) At least 30 but .not more than 45 days prior to the
redemption date, such Redemption Notice shall be given to the respective
Owners of Bonds designated for redemption by registered or certified
mail, postage prepaid, at their addresses appearing on the bond registration
books.
(B) At least '30"bilt' hot more than 45 days prior to the
redemption date, such"Rede:motion Notice shall be given by (1) registered
or certified mail, postage prepaid; (2) telephonically confirmed facsimile
transmission; or (3) overnight delivery service, to each of the Securities
Depositories.
(C) At least 30 but not more than 45 days prior to the
redemption date, such Redemption Notice shall be given by (1) registered
or certified mail, postage prepaid; or (2) overnight delivery service, to one
of the infonnation Services.
Neither failure to receive or failure to publish any Redemption Notice nor
any defect in any such Redemption Notice so given shall affect the sufficiency of
4810-7505-9457.3 5
the proceedings for the redemption of the affected Series 2007B Bonds. .Each
check issued or other transfer of funds made by the Paying Agent for the purpose
of redeeming Series 2007B Bonds shall bear or include the CUSIP number
identifying, by issue and maturity, the Series 2007B Bonds being redeemed with
the proceeds of such check or other transfer.
(v) Partial Redemption of Series 2007E Bonds. Upon the surrender of
any Series 2007B Bond redeemed in part only, the Paying Agent shall execute
and deliver to the Owner thereof a new Series 2007B Bond or bonds of like tenor
and maturity and of authorized denominations equal in Transfer Amounts to the
unredeemed portion of the Series, 2007B Bond surrendered. Such partial
redemption shall be valid upon payment of the amount required to be paid to such
Owner, and the County and the District shall be released and discharged
thereupon from all liability to the extent of such payment.
(vi) Effect of Notice of Redemption. Notice having been given as
aforesaid, and the moneys for the redemption (including the interest to the
applicable date of redemption) having been set aside in the District's Debt Service
Fund, the Series 2007B Bonds to be redeemed shall become due and payable on
such date of redemption.
If on such redemption date, money for the redemption of all the Series
2007B Bonds to be redeemed as provided in Section 6(b)(1) hereof together with
interest accrued to such redemption date, shall be held by the Paying Agent so as
to be available therefor on such redemption date, and if notice of redemption
thereof shall have been given as aforesaid, then from and after such redemption
date, interest with respect to the Series 2007B Bonds to be redeemed shall cease
to accrue or accrete and become payable. All money held by or on behalf of the
Paying Agent for the redemption of Series 2007B Bonds shall be held in trust for
the account of the Owners of the Series 2007B Bonds so to be redeemed.
All Series 2007B Bonds paid at maturity or redeemed prior to maturity
pursuant to the provisions of this Section 6 shall be cancelled upon surrender
thereof and be delivered to or upon.the order of the District and the County. All
or any portion of a Series 2007B Bond purchased by the District or the County
shall be cancelled by the Paying Agent.
(vii) Series 2007E Bonds No Longer Outstanding. When any Series
2007B Bonds. or portions thereof, which have been duly called for redemption
prior to maturity under the provisions of this Resolution, or with respect to which
irrevocable instructions to call for redemption prior to maturity at the earliest
redemption date have been given to the.Paying Agent, in form satisfactory to it,
and sufficient moneys shall be held by.the Paying Agent irrevocably in trust for
the payment of the redemption price of such Series 2007.B Bonds or portions
thereof, and, in the case of Current Interest .Bonds, accrued interest with respect
thereto to the date fixed for redemption, all as provided In this Resolution, then
4810-7505-9457.3 6
such Series 2007B Bonds shall no longer be deemed Outstanding and shall be
surrendered to the Paying Agent for cancellation.
(c) Book-Entry System.
(i) Definitions. As used in this Section, the terms set forth below shall
have the meanings ascribed to them:
"Nominee" means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to this Section.
"Participants" means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds book-entry
certificates as securities depository.
(ii) Election of Book-Entry S>>stem. The Series 2007B Bonds shall .
initially be delivered in the forni of a separate single fully registered bond (which
may be typewritten) for each maturity date of such Series 2007B Bonds in an
authorized denomination (etcept for any odd denomination Bond). The
ownership of each such Series 2007B Bond shall be registered in the bond
register, as defined below, in the name of the Nominee, as nominee of the
Depository and ownership of the Series 2007B Bonds, or any portion thereof may
not thereafter be transferred except as provided in Section 6(c)(11)(D).
With respect to book-entry Series 2007B Bonds, the District and the
Paying Agent shall have no responsibility or obligation to any Participant or to
any person on behalf of which such a .Participant holds an interest in such book-
entry Series 2007B Bonds. Without limiting the immediately preceding sentence,
the District and the Paying Agent shall have no responsibility or obligation with
respect to (A) the accuracy of the records of the Depository, the Nominee or any
Participant with respect to any ownership interest in book-entry Series 2007B
Bonds; (B) the delivery to any Participant or any other person, other than an
owner as shown in the bond register,.of any notice with respect to book-entry
Series 2007B Bonds, including any notice of redemption; (C) the selection by the
Depository and its Participants of the beneficial interests in book-entry Series
2007B Bonds to be prepaid in the event the District redeems the Series 2007B
Bonds in part; or (D) the payment by the Depository or any Participant or any
other person, of any amount with respect to Accreted Value, .Principal, premium,
if any, or interest on the book-entry Series 2007B Bonds. The District and the
Paying Agent may treat and consider the person in whose name each book-entry
Series 2007B Bond is registered in the bond register as the absolute owner of such
book-entry Series 2007B Bond for the purpose of payment of Accreted Value or
Principal of, and premium and interest on and to such Series 2007B Bond, for the
purpose of giving notices of redemption and other matters with respect to such
Series 2007B Bond, for the purpose of registering transfers with respect to such
Series 2007B Bond, and for all other purposes whatsoever. The Paying Agent
shall pay all Accreted Value or Principal of and premium, if any, and interest on
4910-7505-9457.3 ..7
the Series 2007B Bonds only to or upon the order of the respective owner, as
shown in the bond register, or his respective attorney duly authorized in writing,
and all such payments shall be.valid and effective to fully satisfy and discharge
the District's obligations with respect to payment of Accreted Value or Principal
of, and premium, if any, and interest on-the Series 2007B Bonds to the extent of
the sum or sums so paid. No person other than an owner, as shown in the bond
register, shall receive a certificate evidencing the obligation to make payments of
Accreted Value or Principal of and premium, if any, and interest on the Series
2007B Bonds. Upon delivery by the Depository to the owner and the Paying
Agent, of written notice to the effect that the Depository has determined to
substitute a new nominee in place of the Nominee, and subject to the provisions
herein with respect to the Record Date, the word Nominee in this Resolution shall
refer to such nominee of the Depository.
(A) Delivery of Letter- of'Representations. In order to qualify
the book-entry Series 2007B Bonds for the Depository's book-entry
system, the District and the Paying Agent shall execute and deliver to the
Depository a Letter of Representations. The execution and delivery of a
Letter of Representations shall not in any way impose upon the District or
the Paying Agent any obligation whatsoever with respect to persons
having interests in such book-entry Series 2007B Bonds other than the
owners, as shown oil the bond register. By executing a Letter of
Representations, the Paying.Agent shall agree to take all action necessary
at all times so that the District will be in compliance with all
representations of the. District in such Letter of Representations. in
addition to the execution and delivery of a Letter of Representations, the
District and the Paying Agent shall take such other actions, not
inconsistent with this Resolution, as are reasonably necessary to qualify
book-entry Series 2007B Bonds for the Depository's book-entry program.
(B) Selection of Depository. In the event (1) the Depository
determines not to continue to act as securities depository for book-entry
Series 2007B Bonds; or (2) the District determines that continuation. of the
book-entry system is not in the best interest of the beneficial owners of the
Series 2007B Bonds or the District, tlien the District will discontinue the
book-entry system with the Depository. If the District determines to
replace the Depository with another qualified securities depository, the
District shall prepare or direct the preparation of a new single, separate,
frilly registered bond for each maturity date of such book-entry Series
2007B Bond, registered in the name of such successor or substitute
qualified securities depository or its Nominee as provided in clause D
below. If the District fails to identify another qualified securities
depository to replace the Depository, then the Series 2007B Bonds shall
no longer be restricted to being registered in such bond register in the
name of the Nominee, but shall be registered in whatever name or names
the owners transferring or exchanging such Series 2007B Bonds shall
designate, in accordance with the provisions of this Section 6(c).
4810-7505-9457.3 8
(C) Payments to Depository. Notwithstanding any other
provision of this Resolution to the contrary, so long as all outstanding
Series 2007B Bonds are held in book-entry and registered in the name of
the Nominee, all payments by.the District or the bond register with respect
to Accreted Value or Principal of and premium, if any, or interest on the
Series 2007B Bonds and all notices with respect to such Series 2007B
Bonds shall be made and given, respectively to the Nominees, as provided
in the Letter of Representations or as otherwise instructed by the
Depository and agreed to by the Paying Agent notwithstanding any
inconsistent provisions herein.
(D) Transfer of Series 2007E Bonds to Substitute.Depository.
(1) The Series 2007B Bonds shall be initially issued as
described in the Official Statement described herein. .Registered
ownership of such Series 2007B Bonds, or any portions thereof,
may not thereafter be transferred except:
(aa) to any successor of.DTC or its nominee, or
of any substitute depository designated pursuant to
Section 6(c)(10(D)(1)(bb) ("Substitute Depository"),-
provided that any successor of DTC or Substitute
Depository shall be qualified under any applicable laws to
provide the service proposed to be provided by it;
(bb) to any Substitute Depository, upon (x) the
resignation of DTC or its successor (or any Substitute
Depository or its successor) from its functions as
depository; or (y) a determination by the District that .DTC,
or its successor, is no longer able to carry out its functions
as depository; provided that any such Substitute Depository
shall be qualified under any applicable laws to provide the
services proposed to be provided by it; or
(cc) to any person as provided below, upon
(x) the resignation of DTC or its successor (or any
Substitute Depository or its successor) from its functions as
depository; or (y) a determination by the District that DTC,
or its successor is no longer able to cavy out its functions
as depository.
(2) In the case of any transfer pursuant to
Section 6(c)(ii)(D)(1)(aa) or (bb), upon receipt of all outstanding
Series 2007B Bonds by the Paying Agent, together with a written
request of the District to the Paying Agent designating the
Substitute Depository, a single new Series 2007B Bond, which the
District shall prepare or cause to be prepared, shall be executed and
4810-7505-9457.3 9
delivered for . each maturity of Series 2007B Bonds then
outstanding, registered in the name of such successor or such
Substitute Depository or their Nominees, as the case may be, all as
specified in such written request of the District. In the case of any
transfer pursuant to Section 6(c)(11)(D)(1)(cc), upon receipt of all
outstanding Series 20078 Bonds by the Paying Agent, together
with a written request of the District to the Paying Agent, new
Series 2007B Bonds, which the District shall prepare or cause to be
prepared, shall be executed and delivered in such denominations
and registered iii the names of such persons as are requested in
such written request of the District; provided that the Paying Agent
shall not be required to deliver such new Series 2007B Bonds
within a period of less than 60 days from the date of receipt of such
written request from the District.
(3) in the case of a partial redemption or an advance
refunding of any Series 2007B Bonds evidencing a portion of the
Maturity Value or Principal maturing in a particular year, .DTC or
its successor (or any Substitute Depository or its successor) shall
make an appropriate notation on such Series 2007B Bonds
indicating the date and amounts of such reduction in Maturity
Value or Principal, in form acceptable to the Paying Agent, all in
accordance with the Letter of Representations. The Paying Agent
shall not be liable for such Depository's failure to make such
notations or errors in making such notations.
(4) The District and the Paying Agent shall be entitled
to treat the person in whose name any Series 2007B Bond is
registered as the owner thereof for all purposes of this Resolution
and any applicable laws, notwithstanding any notice to the contrary
received by the Paying Agent or the District; and the District and
the Paying Agent shall not have responsibility for transmitting
payments to, communicating with, notifying, or otherwise dealing
with any beneficial owners of the Series 2007B Bonds. Neither the
District nor the Paying Agent shall have any responsibility or
obligation, legal or otherwise, to any such beneficial owners or to
any other party, including DTC or its successor (or Substitute
Depository or its ,successor), except to the Owner of any Series
2007B Bonds, and the Paying Agent may rely conclusively on its
records as to the identity of the owners of the Series 2007B Bonds.
Section 7. Execution of Series 2007B Bonds. The Series 2007B .Bonds shall be
signed by the Chairperson of the Board of Supervisors and the Treasurer-Tax Collector by
their manual or facsimile signatures . and countersigned by the manual or facsimile
signature of and the sea] of the County affixed thereto by the Clerk of the Board of
Supervisors, all in their official capacities. No Series 2007B Bond shall be valid or
obligatory for any purpose or shall be entitled to any security or benefit under this
4810-75010457.3 10
Resolution unless and until the certificate of authentication printed on the Series 20071
Bond is signed by the Paying Agent as authenticating agent. Authentication by thePaying
Agent shall be conclusive evidence that the Series 2007B Bond so authenticated has been
duly issued, signed and delivered under this Resolution and is entitled to the security and
benefit of this Resolution.
Section 8. Paying Agent; Transfer and Exchange. So long as any of the Series
2007B Bonds remains outstanding, the District will cause the Paying Agent to maintain
and keep at its principal office all books and records necessary for the registration,
exchange and transfer of the Series 2007B Bonds as provided in this Section. Subject to
the provisions of Section 9 below, the person in whose name a Series 2007B Bond is
registered on the bond register shall be regarded as the absolute owner of that Series
2007B Bond for all purposes of this Resolution. :Payment of or on account of the Principal
or Accreted Value of and premium, if any, and interest on any Series 2007B Bond shall be
made only to or upon the order of that person; neither the District, the County nor the
Paying Agent shall be affected by any notice to the contrary, but the registration may be
changed as provided in this Section. . All such payments shall be valid and effectual to
satisfy and discharge the District's liability upon the Series 2007B Bonds, including
interest, to the extent of the amount or amounts so paid.
Any Series 2007B Bond may be exchanged for Series 2007B Bonds of like tenor,
maturity and Transfer Amount upon presentation and surrender at the principal office of
the Paying Agent, together with a request for exchange signed by the Owner or by a person
legally empowered to do so in a form satisfactory to the Paying Agent. A Series 2007B
Bond may be transferred on the bond register only upon presentation and surrender of the
Series 2007B Bond at the principal office of the Paying Agent together with an assignment
executed by the Owner or by a person legally empowered to do so in a form satisfactory to
the Paying Agent. Upon exchange or transfer, the Paying Agent shall complete,
authenticate and deliver a new Series 20076 Bond or Series 2007B Bonds of like tenor and
of any authorized denomination or denominations requested by the Owner equal to the
Transfer Amount of the Series 2007B Bond surrendered and bearing or accruing interest at
the same rate and maturing on the same date. Capital Appreciation Bonds and Current
Interest Bonds may not be exchanged for one another.
If any Series 2007B Bond shall become mutilated, the County, at the expense of
the Owner of said Series 2007B Bond, shall execute, and the Paying Agent shall thereupon
authenticate and deliver, a new Series 2007B .Bond of like series, tenor and Transfer
Amount in exchange and substitution for the Series 2007B Bond so mutilated, but only
upon surrender to the Paying Agent of the Series 2007B Bond so mutilated. If any Series
2007B Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Paying Agent and, if such evidence be
satisfactory to the Paying Agent and indemnity for the Paying Agent, the County
(including the Board of Supervisors, and its officials, officers, agents and employees) and
the District satisfactory to the Paying Agent shall be given by the owner, the County, at the
expense of the Series 2007B Bond owner, shall execute, and the Paying Agent shall
thereupon authenticate and deliver, a new Series 2007B Bond of like Series 2007B Bond
tenor in lieu of and in substitution for-the Series 2007B Bond so lost, destroyed of- stolen
48 10-7505-9457.3 11
(or if any such Series 2007B Bond shall have matured or shall have been called for
redemption, instead of issuing a substitute Series 2007B Bond the Paying Agent may pay
the same without surrender thereof upon receipt of indemnity satisfactory to the Paying
Agent and the County). The Paying Agent may require payment of a reasonable fee for
each new Series 2007B Bond issued under this paragraph and of the expenses which may
be incurred by the County and the Paying Agent.
If manual signatures on behalf of the County are required in connection with an
exchange or transfer, the Paying Agent shall undertake the exchange or transfer of Series
2007B Bonds only after the new Series 2007B Bonds are signed by the authorized officers
of the County. In all cases of exchanged or transferred Series 2007B Bonds, the County
shall sign and the Paying Agent shall authenticate and deliver Series 2007B Bonds in
accordance with the provisions of this Resolution. All fees and costs of transfer shall be
paid by the requesting party. Those charges may be required to be paid before the
procedure is begun for the exchange or transfer. All Series 2007B Bonds issued upon any
exchange or transfer shall be valid obligations of the District, evidencing the same debt,
and entitled to the same security and benefit under this Resolution as the Series 2007B
Bonds surrendered upon that exchange or transfer.
Any Series 2007B Bond surrendered to the Paying Agent for payment, retirement,
exchange, replacement or transfer shall be cancelled by the Paying Agent. The District
and the. County may at any time deliver to the Paying Agent for cancellation any
previously authenticated and delivered Series 2007B Bonds that the District and the
County may have acquired in any manner whatsoever, and those Series 2007B Bonds shall
be promptly cancelled by the Paying Agent. Written reports of the surrender and
cancellation of Series 2007B Bonds shall be made to the District and the County by the
Paying Agent on or before February 1. and August 1 of each year. The cancelled Series
2007B Bonds shall be retained for six years, then returned to the District or destroyed by
the Paying Agent as directed by the District
Neither the District, the County nor the Paying Agent will be required (a) to issue
or transfer any Series 2007.B Bonds during a period beginning with the opening of
business on the fifteenth business day next preceding either any Interest Payment Date or
any date of selection of Series 2007B Bonds to be redeemed and ending with the close of
business on the Interest Payment Date or any day on which the applicable notice of
redemption is given; or (b) to transfer any Series 2007B Bonds which have been selected
or called for redemption in whole or in part.
Section 9. Payment. Payment of interest on any Current Interest Bond on any
Interest Payment Date shall be made to the person appearing on the registration books of
the Paying Agent as the Owner thereof as of the Record Date immediately preceding such
Interest Payment Date, such interest to be paid by check mailed to such Owner oil the
Interest Payment Date at his address as it appears on such registration books or at such
other address as lie may have filed with the Paying Agent for that purpose on or before the
.Record Date. The Owner in an aggregate Principal Amount or Maturity Value of
$1,000,000 or more may request in writing to the Paying Agent that such Owner be paid
interest by wire transfer to the bank and account number on file with the Paying Agent as
48 10-7505-0457.3 12
of the Record Date. The Principal, and redemption price, if any, payable on the Current
Interest Bonds and the Accreted Value and redemption price, if any, on the Capital
Appreciation. Bonds shall be payable upon maturity or redemption upon surrender at the
principal office of the Paying Agent. The interest, Accreted Value, Principal and
premiums, if any, on the Series 2007B Bonds shall be payable in lawful money of the
United States of America. The Paying Agent is hereby authorized to pay the Series 2007B
Bonds when duly presented for payment at maturity, and to cancel all Series 2007B Bonds
upon payment thereof. The Series 2007B.Bonds are general obligations of the District and
do not constitute an obligation of the County except as provided in this County Resolution.
No part of any find of the County is pledged or obligated to the payment of the Series
2007B Bonds.
Section 10. Form of Series 2007B Bonds. The Series 2007B Bonds shall be in
substantially the following forms, allowing those officials executing the Series 2007B
Bonds to make the insertions and deletions necessary to conform the Series 2007B Bonds
to this Resolution and the Certificate of Award.
4810-7505-9457.3 13
[FORM OF CURRENT INTEREST BOND]
REGISTERED REGISTERED
NO. $
BYRON UNION SCHOOL DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA
GENERAL OBLIGATION BONDS
ELECTION OF 2006, SERIES 2007B
Interest Rate Maturity Date Original Issue Date CUSIP
per annum August 1, 20 Date of Delivery
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The Byron Union School District (the "District") in Contra Costa County, California (the
"County"), for value received, promises to pay to the Registered Owner named above, or
registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest
thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on
February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1,
2008. This bond will bear interest from the Interest Payment Date next preceding the date of
authentication hereof unless it is authenticated as of a day during the period from the sixteenth
day of the month next preceding any Interest Payment Date to the Interest Payment Date,
inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is
authenticated on or before January 15, 2008, in which event it shall bear interest from the Date of
Delivery. Principal and interest are payable in lawful money of the United States of America,
without deduction for the paying agent services, to the person in whose name this Bond (or, if
applicable, one or more predecessor bonds) is registered (the "Registered Owner") on the
Register maintained by the Paying Agent, initially The Bank of New York Trust Company, N.A.,
San Francisco, California. Principal is payable upon presentation and surrender of this Bond at
the principal office of the Paying Agent. Interest is payable by check or draft mailed by the
Paying Agent on each interest Payment Date to the Registered Owner of this :Bond (or one or
more predecessor bonds) as shown and at the address appearing on the Register at the close of
business on the fifteenth day of the calendar month next preceding that Interest Payment :Date
(tile ".Record Date"). The Owner of Current Interest Bonds in the aggregate principal amount of
$1,000,000 or more may request in writing to the Paying Agent that the Owner be paid interest
by wire transfer to the bank and account number on file with the Paying Agent as of the Record
.Date.
This bond is one of an authorization of$ of bonds approved for the purpose
of raising money to repair and construct classrooms and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the
laws of the State of California, and the requisite 55% vote of the electors of the District cast at a
4810-7505-9457.3 14
special election held on June 6, 2006, upon the question of issuing bonds in the amount of
$19,700,000 and the resolution of the Board of Education of the .District adopted on September
6, 2007 (the "District Resolution") and the resolution of the County Board of Supervisors
adopted on September [4], 2007 (the "County Resolution"). This bond and the issue of which
this Bond is one are payable as to both principal and interest from the proceeds of the levy of ad
valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to
rate or amount in accordance with California Education Code Sections 15250 and 15252. The
bonds of this issue are general obligations of the District and do not constitute an obligation of
the County except as provided in the County Resolution. No part of any fiend of the County is
pledged or obligated to the payment of the bonds of this issue.
The bonds of this issue are comprised of $ principal amount of Current
Interest Bonds, of which this Bond is a part (a "Current Interest Bond"), and Capital
Appreciation Bonds of which S represents the Denominational Amount and
$ represents the Maturity Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount, as defined in the County Resolution, and in authorized denominations at the principal
office of the Paying Agent in San Francisco, California, by the Registered Owner or by a person
legally empowered to do so, in a form satisfactory to.the Paying Agent, all subject to the terms,
limitations and conditions provided in the County Resolution. All fees and costs of transfer shall
be paid by the transferor. The District, the County and the Paying Agent may deem and treat the
Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or
on account of principal or interest and for all other purposes, and neither the District, the County
nor the Paying Agent shall be affected by any notice to the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or
transfer any bond during a period beginning with the opening of business on the fifteenth
business day next preceding either any Interest Payment Date or any date of selection of bonds to
be redeemed and ending with the close of business on the Interest Payment Date or day on which
the applicable notice of redemption is given; or (b) to transfer any bond which has been selected
or called for redemption in whole or in part.
The Current Interest Bonds maturing on or before August 1., 20_ are not subject to
redemption prior to their Fixed maturity dates. The Current Interest Bonds maturing on or after
August 1, 20_ are subject to redemption on or atter August 1, 20_ at the option of the District
as a whole or in part on any date at the .following Redemption Prices (expressed as percentages
of the Principal Amount of the Current Interest Bonds to be redeemed) plus interest accrued
thereon to the dates fixed for redemption:
Redemption Periods Redemption Prices
4810-7505-9457.3 15
The Current Interest Bonds maturing oil August 1, 20_ are subject to mandatory
redemption from moneys in the Debt Service Fund prior to their stated maturity date, at the
Principal Amount thereof without premium on each August 1, on and after August 1, 20_, in
the Principal Amounts as set forth in the following table:
Redemption Dates
(August 1) Principal Amounts
If less than all of the bonds of any one maturity shall be called for redemption, the
particular bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by
the District in such manner as the District in its discretion may determine; provided, however,
that the portion of any bond to be redeemed shall be in the principal amount of$5,000 or some
multiple thereof. If less than all. of the bonds stated to mature on different dates shall be called
for redemption, the particular bonds or portions thereof to be redeemed shall be called in any
order of maturity selected by the District or, if not so selected, in the inverse order of maturity.
Reference is made to the County Resolution for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the bonds of
this series, the rights, duties and obligations of the District, the County, the Paying Agent and the
Registered Owners, and the terins and conditions upon which the bonds are issued and secured.
The Registered Owner of this Bond assents, by acceptance hereof, to all of the provisions of the
County Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws
of the State of California to exist, to occur and to be perfonned or to have been met precedent to
and in the issuing of the bonds in order to make them legal, valid and binding general obligations
of the District, have been performed and have been met in regular and due form as required by
law; that payment in fiill for the bonds has been received; that no statutory or constitutional
limitation on indebtedness or taxation has been exceeded in issuing the bonds; and that due
provision has been made for levying and collecting ad valorem property taxes on all of the
taxable property within the District in an amount sufficient to pay principal and interest when
due, and for levying and collecting such taxes the (till faith and credit of the .District are hereby
pledged.
This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the County Resolution until the Certificate of Authentication below has
been signed.
4810-7505-9457.3 16
IN WITNESS WHEREOF, the Byron 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 and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the
seal of the County to be affixed hereto, all as of the date stated above.
[SEAL] CONTRA COSTA COUNTY, CALIFORNIA
By (Facsimile Signature)
, Chairperson, Board of
Supervisors
By (Facsimile Signature)
Treasurer-Tax
Collector
COUNTERSIGNED:
By (Facsimile Signature)
Clerk, Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds described in the County Resolution referred to herein
which has been authenticated and registered on 12007.
[forrnn of bond only: do not sign]
Paying Agent
4810-7505-9457.3 17
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (print or
typewrite narne, address and zip code of Transferee):
this bond and irrevocably constitutes and appoints attorney to transfer this Bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the within bond in every
particular, without alteration or any change
whatever, and the signature(s) must be
guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer
Identification Number or other identifying
number of Assignee:
Unless this certificate is presented by an authorized representative of The Depository
Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
4810-7505-9457.3 1�'
[FORM OF CAPITAL APPRECIATION BONDS
REGISTERED REGISTERED
NO. $
BYRON UNION SCHOOL DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA
GENERAL OBLIGATION BONDS
ELECTION OF 2006, SERIES 2007B
Accretion Rate Maturity Date Original Issue Date CUSIP
per annum August 1, 20 Date of Delivery
REGISTERED OWNER: CEDE & CO.
DENOMINATIONAL AMOUNT:
MATURITY VALUE:
The Byron Union School District (the "District") in Contra Costa County, California (the
"County"), for value received, promises to pay to the Registered Owner named above, or
registered assigns, the Maturity Value on the Maturity Date, each as stated above, such Maturity
Value being comprised of the Denominational Amount and interest accreted thereon. This bond
will not bear current interest but will accrete interest, compounded on each February 1 and
August 1, commencing February 1, 2008, and, at the Accretion Rate specified above to the
Maturity Date, assuming that in any such semiannual period the sum of such compounded
accreted interest and the Denominational Amount (such sum being herein called the "Accreted
Value") increases in equal daily amounts on the basis of a 360-day year consisting of twelve
30-day months. Accreted Value and redemption premium, if any, are payable in lawful money
of the United States of America, without deduction for the paying agent services, to the person in
whose name this Bond (or, if applicable, one or more predecessor bonds) is registered (tile
"Registered Owner") on the Register maintained by the .Paying Agent, initially The Bank of New
York Trust Company, N.A., San Francisco, California. Accreted Value and redemption
premium, if any, are payable upon presentation and surrender of this Bond at the principal office
of the Paying Agent.
This bond is one of an authorization of$ of bonds approved for the purpose
of raising money to repair and acquire District facilities and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the
laws of the State of California, and the requisite 55%, vote of the electors of the District cast at an
election held on June 6, 2006, upon the question of issuing bonds in the amount of$19,700,000
and the resolution of the Board of Education of the District adopted on September 6, 2007 (the
"District Resolution") and the resolution of the County Board of Supervisors adopted on
September [_], 2007 (the "County Resolution"). This bond and the issue of which this Bond is
one are payable as to both principal and interest from the proceeds of the levy of ad valorem
taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or
4810-7505-9457.3 19
amount in accordance with California Education Code Sections 15250 and 15252. The bonds of
this issue are general obligations of the District and do not constitute an obligation of the County
except as provided in the County Resolution. No part of any fund of the County is pledged or
obligated to the payment of the bonds of this issue.
The bonds of this issue are comprised of $ principal amount of Current
Interest Bonds (each a "Current Interest Bond"), and Capital Appreciation Bonds, of which this
Bond is a part, in the Denominational Amount of $ and the Maturity Value of
$ This Bond is not subject to optional redemption prior to maturity.
This Bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount, as defined in the County Resolution, and in authorized denominations at the principal
office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so,
in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions
provided in the County Resolution. All fees and costs of transfer shall be paid by the transferor.
The District, the County and the Paying Agent may deem and treat the Registered Owner as the
absolute owner of this Bond for the purpose of receiving payment of or on account of principal
or interest and for all other purposes, and neither the District, the County nor the Paying Agent
shall be affected by any notice to the contrary.
Neither the District, the County nor the .Paying Agent will be required (a) to issue or
transfer any bond during a period beginning with the opening of business on the fifteenth
business day next preceding either any Interest Payment Date or any date of selection of bonds to
be redeemed and ending with the close of business on the Interest Payment Date or day on which
the applicable notice of redemption is given; or (b) to transfer any bond which has been selected
or called for redemption in whole or in part.
The bonds maturing on August 1, 20_ are subject to mandatory redemption from
moneys in the Debt Service Fund prior to their stated maturity date, at the Accreted Value
thereof without premium on the dates and in the Accreted Value as set forth in the following
table:
Redemption Dates
(August 1) Principal Amounts
Reference is made to the County Resolution for a more complete description of the
provisions, among others, with respect to the.nature and extent of the security for the Capital
Appreciation Bonds of this series, the rights, duties and obligations of the .District, the County,
the Paying Agent and the Registered Owners, and the terms and conditions upon which the
bonds are issued and secured. The Registered Owner of this Bond assents, by acceptance hereof,
to all of the provisions of the County Resolution.
it is certified and recited that all acts and conditions required by the Constitution and laws
of the State of California to exist, to occur and to be performed or to have been met precedent to
4810-7505-9457.3 20
and in the issuing of the bonds in order to make them legal, valid and binding general obligations
of the District, have been performed and have been met in regular and due form as required by
law; that payment in frill for the bonds has been received; that no statutory or constitutional
limitation on indebtedness or taxation has been exceeded in issuing the bonds; and that due
provision has been made for levying and collecting ad valorem property taxes on all of the
taxable property within the District in an amount sufficient to pay principal and interest when
due, and for levying and collecting such taxes the full faith and credit of the District are hereby
pledged.
This .Bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the County Resolution until the Certificate of Authentication below has
been signed.
4810-7505-9457.3 21
IN WITNESS WHEREOF, the Byron 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 and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the .Board of Supervisors of the County, and has caused the
seal of the County to be affixed hereto, all as of the date stated above.
[SEAL] CONTRA COSTA COUNTY, CALIFORNIA
By (Facsimile Signature)
, Chairperson, .Board of
Supervisors
By (Facsimile Signature)
Treasurer-Tax
Collector
COUNTERSIGNED:
By (Facsimile Signature)
Clerk, Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the County Resolution referred to herein
which has been authenticated and registered on , 2007.
[form of bond only: do not sign]
Paying Agent
4s10-7505 9457.3 22
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (print or
typewrite name, address and zip code of Transferee):
this Bond and irrevocably constitutes and appoints attorney to transfer this Bond on the books for
registration thereof, with frill power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this
assignment must correspond with the name as
it appears upon the within bond in every
particular, without alteration or any change
whatever, and the signature(s) must be
guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer
Identification Number or other identifying
number of Assignee:
Unless this certificate is presented by an authorized representative of The Depository
Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and
.any certificate issued is registered in the name of Cede& Co. or such other name as requested by
an authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
4810-7505-9457.3 23
Section 11. Delivery of Series 20078 Bonds. The proper officials of the County
shall cause the Series 2007B Bonds to be prepared and, following their sale, shall have the
Series 2007B Bonds signed and delivered, together with a true transcript of proceedings
with reference to the issuance of the Series 2007B Bonds, to the Underwriter upon
payment of the purchase price therefor.
Section 12. Deposit of Proceeds of Series 2007B Bonds. The County hereby
establishes the "Byron Union School District Building Fund" (the `Building Fund"),
which shall be kept separate and distinct from all other District and County funds, and the
"Series 2007B Building Account" (the "Series 2007B Building Account") therein, into
which the Treasurer-Tax Collector is requested to deposit the proceeds fi-om the sale of the
Series 2007B Bonds, to the extent of the Denominational Amount and the Principal
Amount thereof. Such proceeds shall be used solely for the purpose for which the Series
2007B Bonds are being issued; and provided further that such proceeds shall be applied
solely to authorized purposes. The accrued interest and any premium received by the
County from the sale of the Series 2007B Bonds shall be kept separate and apart in the
fiord hereby created and established and to be designated as the ".Byron Union School
District Debt Service Fund" (tile "Debt Service Fund") for the Series 2007B Bonds and
used only for payment of Accreted Value or Principal of and interest on the Series 2007B
Bonds. Interest earnings on moneys held in the Series 2007B Building Account shall be
retained in the Series 2007B Building Account. Interest earnings on moneys held in the
Debt Service Fund shall be retained in the Debt Service Fund. Any excess proceeds of the
Series 2007B Bonds not needed for the authorized purposes set forth herein for which the
Series 2007B Bonds are being issued shall be transferred to the Debt Service Fund and
applied to the payment of Accreted Value or Principal of and interest on the Series 2007B
Bonds. If, after payment in full of the Series 2007B Bonds, there remain excess proceeds,
any such excess amounts shall be transferred to the General Fund of the District.
Subject to federal tax restrictions, moneys in the funds created hereunder shall be
invested in any lawful investment permitted by Sections 16429.1 and 53601 of the
Government Code of the State of California (tile "Government Code") or in shares in a
California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the
Government Code which invests exclusively in investments permitted by Section 53635 of
the Government Code, in LAiF, or in a guaranteed investment contract with a financial
institution or insurance company which has at the date of execution thereof one or more
outstanding issues of unsecured, uninsured and unguaranteed debt obligations or a claims
paying ability rated not lower than the second highest rating category (without regard to
subcategories) by Standard &Poor's and Moody's Investors Service.
Except as required below to satisfy the requirements of Section 148(f) of the
Internal Revenue Code of 1986, as amended (tile "Code"), interest earned on the
investment of moneys held in the Debi Service Fund shall be retained in the Debt Service
Fund and used by the County to pay the Accreted Value or Principal of and interest on the
Series 2007B Bonds when due.
4810-7505-9457.3 24
Section 13. Rebate Fund.
(a) The District shall create and establish a special fiend designated the
"Byron Union School District Rebate Fund" (the "Rebate Fund"). All amounts at any
time on deposit in the Rebate Fund shall be held in trust, to the extent required to satisfy
the requirement to make rebate payments to the United States (tile "Rebate
Requirement") pursuant to Section 148 of the Code and the Treasury Regulations
promulgated thereunder (tile "Treasury Regulations"). Such amounts shall be free and
clear of any lien hereunder and shall be governed by this Section and by the Tax
Certificate to be executed by the District.
(b) Within 45 days of the end of each fifth .Bond Year (as such tenll is
defined in the Tax Certificate), (1) the .District shall calculate or cause to be calculated
with respect to the Series 2007B Bonds the amount that would be considered the "rebate
amount" within the meaning of Section 1.148-3 of the Treasury Regulations, using as
the "computation date" for this purpose the end of such Bond Year; and (ii) the District
shall deposit to the Rebate Fund from amounts on deposit in the other funds established
hereunder or from other District funds, if and to the extent required, amounts sufficient
to cause the balance in the Rebate Fund to be equal to the "rebate amount" so calculated.
The District shall not be required to deposit any amount to the Rebate Fund in
accordance with the preceding sentence, if the arnOL111t On deposit in the Rebate Fund
prior to the deposit required to be made Linder this paragraph (b) equals or exceeds the
"rebate amount' calculated in accordance with the preceding sentence. Such excess
may be withdrawn from the Rebate Fund to the extent pennitted under paragraph (g) of
this Section. The District shall not be required to calculate the "rebate amount' and
shall not be required to deposit any amount to the Rebate Fund in accordance with this
paragraph (b), with respect to all or a portion of the proceeds of the Series 2007B Bonds
(including amounts treated as proceeds of the Series 2007B Bonds) (A) to the extent
Such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B) or
Section 1.48(f)(4)(C) of the Code or Section 1.148-7(d) of the Treasury Regulations,
whichever is applicable, and otherwise qualify for the exception to the Rebate
Requirement pursuant to whichever of said sections is applicable; (B) to the extent such
proceeds are subject to an election by the District Linder Section 148(0(4)(C)(vii) of the
Code to pay 1-%z% penalty in lieu of arbitrage rebate in the event any of the percentage
expenditure requirements Of Section 148(f)(4)(C) are not satisfied; or (C) to the extent
such proceeds qualify for the exception to arbitrage rebate Linder Section 148(.f)(4)(A)(ii)
of the Code for amounts in a "bona fide debt service fund." In such event, and with
respect to such amounts, the District shall not be required to deposit any amount to the
Rebate Fund in accordance with this paragraph (b).
(c) Any funds remaining in the Rebate Fund after redemption of all the
Series 2007B Bonds and any amounts described in clause (d)(ii) of this Section, or
provision made therefor satisfactory to the .District, including accrued interest, shall be
remitted to the District.
4810-7505-9457.3 25
(d) Subject to the exceptions contained in paragraph (b) of this Section to the
requirement to calculate the "rebate amount" and make deposits to the Rebate Fund, the
District shall pay to the United States, from amounts oii deposit in the Rebate Fund:
(i) not later than 60 days after the end of(A) the fifth Bond Year; and
(B) each fifth Bond Year thereafter, an amount that, together with all previous
rebate payments, is equal to at least 90% of the "rebate amount" calculated as of
the end of such Bond Year in accordance with Section 1.148-3 of the Treasury
Regulations; and
(ii) not later than 60 days after the payment of all Series 2007B Bonds,
an amount equal to 100% of the "rebate amount" calculated as of the date of such
payment (and any income attributable to the "rebate amount" determined to be
due and payable) in accordance with Section 1..148-3 of the Treasury Regulations.
In the event that, prior to the time any payment is required to be made from the
Rebate Fund, the amount in the Rebate Fund is not sufficient to make such
payment when such payment is due, the District shall calculate, or have
calculated, the amount of such deficiency and deposit an amount equal to such
deficiency into the Rebate Fund prior to the time such payment is due.
(e) Each payment required to be made pursuant to paragraph (d) of this
Section shall be made to the Internal Revenue Service Center, Ogden, Utah, on or before
the date on which such payment is due, and shall be accompanied by Internal Revenue
Service Form 8038-T, such form to be prepared or caused to be prepared by the District.
(f) In the event that immediately following the calculation required by
paragraph (b) of this Section, but prior to any deposit made under said paragraph, the
amount on deposit in the Rebate Fund exceeds the "rebate amount" calculated in
accordance with said paragraph, the District shall withdraw the excess from the Rebate
Fund and credit such excess to the Debt Service Fund.
(g) The District shall retain records of all determinations made hereunder
until six years after the complete retirement of the Series 20078 Bonds.
(li) Notwithstanding anything in this Resolution to the contrary, the Rebate
Requirement shall survive the payment in full or defeasance of the Series 2007B Bonds.
Section 14. Security for the Series 2007B Bonds. There shall be levied on all the
taxable property in the District, in addition to all other taxes, a continuing direct ad
valorem tax annually during the period the Series 2007B Bonds are outstanding in an
amount sufficient to pay the Principal and Accreted Value of and interest on the Series
2007B Bonds when due, which moneys when collected will be placed in the Debt Service
Fund held by the Treasurer-Tax Collector, which fund is irrevocably pledged for the
payment of the Principal and Accreted Value of and interest oil the Series 2007B Bonds
when and as the same .fall due.
To the extent necessary to pay the Principal and Accreted Value of and interest on
the Series 2007B Bonds as the same become due and payable, the Treasurer-Tax Collector
4810-75050457.3 26
shall pay moneys in the Debt Service Fund to the Paying Agent no later than the business
day immediately preceding each Interest Payment Date, and the Paying Agent shall pay
such moneys to DTC to pay the Principal and Accreted Value of and interest on the Series
2007B Bonds when due. DTC will thereupon make payments of Principal and Accreted
Value and interest on the Series 2007B Bonds to the DTC .Participants who will thereupon
make payments of Principal and Accreted Value and interest to the beneficial owners of
the Series 2007B Bonds. Any moneys remaining in the Debt Service Fund after the Series
2007B 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 the
.Education Code Section 15234.
Section 15. Arbitrate Covenant. The County acknowledges that the District has
covenanted that it will restrict the use of the proceeds of the Series 2007B Bonds in such
manner and to such extent, if any, as may be necessary, so that the Series 2007B Bonds
will not constitute arbitrage bonds under Section 148 of the Code and the applicable
regulations prescribed under that Section or any predecessor section. Calculations for
determining arbitrage requirements are the sole responsibility of the District.
Section 16. Conditions Precedent. Based in part on representations of the
District, this Board determines that all acts and conditions necessary to be performed by
the Board or to have been met precedent to and in the issuing of the Series 2007B Bonds in
order to ►Hake them legal, valid and binding general obligations of the District have been
performed and have been met, or will at.the time of delivery of the Series 2007B Bonds
have been performed and have been met, in regular and due form as required by law; that
the full faith, credit and revenues of the District are pledged for the timely payment of the
Principal of and interest on the Series 2007B Bonds; and that no statutory or constitutional
limitation of indebtedness or taxation will have been exceeded in the issuance of the Series
2007B Bonds.
Section 17. Limited Responsibility for Official Statement. Neither the Board of
Supervisors nor any officer of the County has prepared or reviewed the Official Statement
of the District describing the Series 2007B Bonds, and this .Board of Supervisors and the
various officers of the County take no responsibility for the contents or distribution
thereof; provided, however, that solely with respect to a section contained or to be
contained therein describing the County's investment policy, current portfolio holdings,
and valuation procedures, as they may relate to finds of the District held by the Treasurer-
Tax Collector, the Treasurer-Tax Collector is hereby authorized and directed to prepare
and review such information for inclusion in the District's Official Statement and in a
Preliminary Official Statement, and to certify in writing prior to or upon the issuance of
the Series 2007B Bonds that the information contained in such section does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order
to make file statements made therein, in the light of the circumstances under which they
are made, not misleading.
Section 18. The District shall, with the assistance of the Financial Advisor and
Bond Counsel, prepare a Preliminary Official.Statement and an Official Statement relating
to the Series 2007B Bonds to be used in connection with the offering and sale of the Series
4810-7505-9457.3 27
2007B Bonds. The .District and the Financial Advisor are hereby authorized to distribute
copies of the Preliminary Official Statement and the Official Statement to persons who
may be interested in the purchase of the Series 2007B Bonds and are directed to deliver
copies of any final Official Statement to the purchaser of the Series 2007B Bonds, in such
time and manner as to conform with the requirements of Rule 15c2-12 of the Securities
and Exchange Commission.
Section 19. Insurance. In the event the District purchases bond insurance for the
Series 2007B Bonds, and to the extent that the Bond Insurer makes payment of the
Principal, interest or Accreted Interest on the Series 2007B Bonds, it shall become the
owner of such Series 2007B Bonds with the right. to payment of Principal, interest or
Accreted Interest on the Series 2007B Bonds, and shall be frilly subrogated to all of the
Owners' rights, including the Owners' rights to payment thereof. To evidence such
subrogation. (a) in the case of subrogation as to claims that were past due interest
components, the Paying Agent shall note the Bond Insurer's rights as subrogee on the
registration books for the Series 2007B Bonds maintained by the Paying Agent upon
receipt of a copy of the cancelled check.issued by the Bond Insurer for the payment of
such interest to the Owners of the Series 2007B Bonds; and (b) in the case of subrogation
as to claims for past due Principal or Accreted Value, the Paying Agent shall note the
Bond Insurer as subrogee on the registration books for the Series 20078 Bonds maintained
by the Paying Agent upon surrender of the Series 2007B Bonds by the Owners thereof to
the Bond Insurer or the insurance trustee for the Bond Insurer.
Section 20. Defeasance. All or any portion of the outstanding maturities of the
Series 2007B Bonds may be defeased prior to maturity in the following ways:
(a) Cash. By irrevocably depositing with an independent escrow agent
selected by the District an amount of cash which together with amounts then on deposit
in the Debt Service Fund is sufficient to pay all Series 2007B Bonds outstanding and
designated for defeasance, including all Principal and interest and premium, if any; or
(b) United States Obligations. By irrevocably depositing with an
independent escrow agent selected by the District noncallable United States Obligations
together with cash, if required, in such amount as will, in the opinion of an independent
certified public accountant, together with interest to accrue thereon and moneys then on
deposit in the Debt Service Fund together with the interest to accrue thereon, be .frilly
sufficient to pay and discharge all Series 20078 Bonds outstanding and designated .for
defeasance (including all Principal and interest represented thereby and prepayment
premiums, if any) at or before their maturity date;
then, notwithstanding that any of such Series 2007B Bonds shall not have been
surrendered for payment, all obligations of the District with respect to all such designated
outstanding Series 2007B Bonds shall cease and terminate, except only the obligation of
the Paying Agent or an independent escrow agent selected by the District to pay or cause
to be paid from funds deposited pursuant to paragraph (a) or (b) of this Section, to the
owners of such designated Series 2007B Bonds not so surrendered and paid all sums due
with respect thereto.
4810-7505-9457.3 28
For purposes of this Section, United States Obligations shall rnean:
Direct and general obligations of the United States of America, or obligations that
are unconditionally guaranteed as to Principal and interest by the United States of
America, including (in the case of direct and general obligations of the United States of
America) evidences of direct ownership of proportionate interests in future interest or
principal payments of such obligations. Investments in such proportionate interests must
be limited to circumstances where (a) a bank or trust company acts as custodian and holds
the underlying United States obligations; (b) the owner of the investment is the real party
in interest and has the right to proceed directly and individually against the obligor of the
underlying United States obligations; and (c) the underlying United States obligations are
held in a special account, segregated from the custodian's general assets, and are not
available to satisfy any claim of the custodian, any person claiming through the custodian,
or any person to whom the custodian may be obligated; provided that such obligations are
rated or assessed "AAA" by Standard &Poor's or"Aaa"by Moody's Investors Service.
Section 21. Indemnification of County. The County acknowledges and relies
upon the fact that the District has represented that it shall indemnify and hold harmless, to
the extent permitted by law, the County and its officers and employees ("Indemnified
Parties"), against any and all losses, claims, damages or liabilities, joint or several, to
which such indemnified Parties may become subject because of action or inaction related
to the adoption of this Resolution, or related to the proceedings for sale, award, issuance
and delivery of the Series 2007B Bonds in accordance herewith and with the District
Resolution, and that the District shall also reimburse any such Indemnitied Parties for any
legal or other expenses incurred in connection with investigating or defending any such
claims or actions.
Section 22. Other Actions. Officers of the Board and County officials and staff
are hereby authorized and directed, jointly and severally, to do any and all things and to
execute and deliver any and all documents which they may deem necessary or advisable in
order to proceed with the issuance of the Series 2007B Bonds and otherwise carry out,
give effect to and comply with the terms and intent of this Resolution. Such actions
heretofore taken by such officers, officials and staff are hereby ratified, confirmed and
approved.
Section 23. Resolution to Treasurer-Tax Collector. The Clerk of this Board is
hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax
Collector of the County immediately following its adoption.
Section 24. Effective Date. This Resolution shall take effect immediately upon its
passage.
48 10-7505-9457.3 29
PASSED AND ADOPTED this 18th day of September, 2007, by the following vote:
AYES: GIOIA, UILKEMA, BONILLA and PIEPHO
NOES: NONE
ABSENT: GLOVER
ABSTENTIONS: NONE
SCONTA COUNTY, CALIFORNIA
of the Board of Supervisors
Attest:
B y /�
tie Pennington
Chief Clerk of the Board of Supervisors
4810-7505-9457.3 30
C.LERK'S CERTIFICATE
1, Jane Pennington, Chief Clerk of the Board of Supervisors of Contra Costa County,
California, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the
regular meeting place thereof on September 18, 2007 of which meeting all of the members of the
Board of said County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption, and the same is now in full force and effect.
.Dated: 52007
By
Jane Pennington
Chief Clerk of the Board of Supervisors
4R 10-7505-9457.3