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HomeMy WebLinkAboutRESOLUTIONS - 04272010 - 2010/205NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, State of California, as follows: Section 1. Purpose of Series E Bonds. That for the purpose of raising money for real property acquisition or improvements, namely: (a) for the purpose of raising funds needed for the Project, and (b) to pay all necessary legal, financial, engineering and other costs in connection therewith, the Board hereby authorizes the issuance of the Series E Bonds. Section 2. Certain Definitions. As used in this Resolution, the terms set forth below shall have the meanings ascribed to them (unless otherwise set forth in the Bond Purchase Agreement, hereinafter defined): “Accreted Value” means with respect to the Series E Bonds, as of the date of calculation, the Denominational Amount thereof, plus accreted interest thereon to such date of calculation, compounded semiannually on each March 1 and September 1 (commencing on September 1, 2010 (unless otherwise provided in the Notice of Sale), assuming in any such semiannual period that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. “Board of Supervisors” means the Board of Supervisors of the County. “Bond Payment Date” means, with respect to the Accreted Value of the Series E Bonds, the stated maturity dates thereof. “Bond Register” means the registration books for the Series E Bonds maintained by the Paying Agent. “Bond Resolution” means this resolution authorizing issuance of the Series E Bonds. “Denominational Amount” means, with respect to the Series E Bonds, the initial purchase price thereof, which represents the principal amount thereof. “District Representative” means the Superintendent or the Chief Business Official or any other person authorized by resolution of the Board to act on behalf of the District with respect to this Resolution and the Series E Bonds. “Information Services” means Financial Information, Inc.’s “Daily Called Bond Service,” 30 Montgomery Street, 10th Floor, Jersey City, NJ 07302, Attention: Editor; Mergent/FIS, Inc., 5250–77 Center Drive, Charlotte, NC 28217, Attention: Called Bond Dept.; Kenny S&P, 55 Water Street, New York, NY 10041, Attention: Notification Department; and, in accordance with then current guidelines of the Securities and Exchange Commission; or to such other addresses and/or such other national information services providing information or disseminating notices of redemption of obligations similar to the Series E Bonds. “Maturity Value” means the Accreted Value of any Series E Bond on its maturity date. “Notice of Sale” means the official notice of sale relating to the Series E Bonds. Body of Resolution 2010/205 1 of 14 “Paying Agent” means The Bank of New York Mellon Trust Company, N.A., or any bank, trust company, national banking association or other financial institution appointed as paying agent for the Series E Bonds, in the manner provided in this Resolution. “Principal” or “Principal Amount” means, with respect to any Series E Bond, the Denominational Amount. “Record Date” means the 15th day of the month preceding each Bond Payment Date. “Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, NY 10041-0099 Attention: Call Notification Department, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the District may designate. “Series E Bonds” means the Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, Election of 2004, Series E (2010), issued by the County pursuant to the Bond Resolution. “Term Bonds” means those Series E Bonds for which mandatory redemption dates have been established upon the sale thereof as set forth in the Notice of Sale. “Transfer Amount” shall mean, with respect to any Series E Bond, the Maturity Value. Section 3. Series E Bond Terms. (a) Denomination; Interest; Dated Dates. The Series E Bonds shall be issued as Bonds registered as to both principal and interest, in the denominations of $5,000 Maturity Value, or any integral multiple thereof (except that the first numbered Series E Bond may be issued in a denomination such that the Maturity Value of such Series E Bond shall not be in an integral multiple of $5,000). Each Series E Bond shall be dated from its date of initial issuance. Series E Bonds will not bear interest on a current basis. The Series E Bonds shall accrete interest at a rate or rates such that the interest rate shall not exceed the maximum rate permitted by law. The Series E Bonds shall mature in the years and shall be issued in the aggregate Denominational Amount set forth in the Notice of Sale and shall have an interest rate and shall have Denominational Amounts per each five thousand dollars ($5,000) in Maturity Value as shown in the Accreted Value Table prepared following the sale of the Series E Bonds; provided, however, that in the event that the amount shown in such Accreted Value Table and the Accreted Value calculated by the District differ, the latter amount shall be the Accreted Value of such Series E Bond. Body of Resolution 2010/205 2 of 14 (b) Redemption. (i) Optional Redemption. The Series E Bonds shall be subject to optional redemption on the dates and at the redemption prices set forth in the Notice of Sale. (ii) Mandatory Redemption. The Term Bonds shall be subject to mandatory redemption, without premium on each September 1, in the amounts determined as set forth in the Notice of Sale. (iii) Selection of Bonds for Redemption. Whenever provision is made pursuant to Section 3(b)(i) hereof for the redemption of Series E Bonds and less than all Outstanding Series E Bonds are to be redeemed, the Paying Agent identified below, upon written instruction from the District, shall select Series E Bonds for redemption as so directed and if not directed, in inverse order of maturity. Within a maturity, the Paying Agent shall select Series E 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 Series E Bond to be redeemed in part shall be in the principal amount of $5,000 or any integral multiple thereof. (iv) Notice of Redemption. When redemption is authorized or required pursuant to Section 3(b)(i) hereof, the Paying Agent, upon written instruction from the District, shall give notice (a “Redemption Notice”) of the redemption of the Series E Bonds. Such Redemption Notice shall specify: (A) the Series E Bonds or designated portions thereof (in the case of redemption of the Series E 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 CUSIP numbers (if any) assigned to the Series E Bonds to be redeemed, (F) the Bond numbers of the Series E Bonds to be redeemed in whole or in part and, in the case of any Series E Bond to be redeemed in part only, the principal amount of such Series E Bond to be redeemed, and (G) the original issue date, interest rate or Reoffering Yield and stated maturity date of each Series E Bond to be redeemed in whole or in part. Such Redemption Notice shall further state that on the specified date there shall become due and payable upon each Series E Bond or portion thereof being redeemed at the redemption price thereof, together with the interest accrued 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 Register; (B) at least 30 but not more than 45 days prior to the redemption date, such Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, (ii) telephonically confirmed facsimile transmission, or (iii) 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 Information Services. Body of Resolution 2010/205 3 of 14 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 the proceedings for the redemption of the affected Series E Bonds. Each check issued or other transfer of funds made by the Paying Agent for the purpose of redeeming Series E Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the Series E Bonds being redeemed with the proceeds of such check or other transfer. (v) Partial Redemption of Series E Bonds. Upon the surrender of any Series E Bond redeemed in part only, the Paying Agent shall execute and deliver to the Owner thereof a new Series E Bond or Bonds of like tenor and maturity and of authorized denominations equal in principal amount to the unredeemed portion of the Series E 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 Interest and Sinking Fund (as hereinafter defined), the Series E 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 E Bonds to be redeemed as provided in Section 3(b)(i) 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 E 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 E Bonds shall be held in trust for the account of the Owners of the Series E Bonds so to be redeemed. All Series E Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 3 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District. All or any portion of a Bond purchased by the County or the District shall be canceled by the Paying Agent. (vii) Series E Bonds No Longer Outstanding. When any Series E 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 E Bonds or portions thereof, and, in the case of Series E Bonds, accrued interest with respect thereto to the date fixed for redemption, all as provided in this Resolution, then such Series E Bonds shall no longer be deemed Outstanding and shall be surrendered to the Paying Agent for cancellation. Body of Resolution 2010/205 4 of 14 Section 4. Execution of Bonds. The Series E Bonds shall be signed by the manual or facsimile signatures of the President of the Board, the Clerk of the Board and the County Treasurer-Tax Collector (the “Treasurer-Tax Collector”), and the seal of the County shall be reproduced thereon. No Series E Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Series E Bond is signed by the Paying Agent as authenticating agent, that the Series E Bond as authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 5. Appointment of Paying Agent. The Board hereby appoints The Bank of New York Mellon Trust Company, N.A., San Francisco, California, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the “Paying Agent”) for the Series E Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Treasurer-Tax Collector and signed by the District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer-Tax Collector, which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the Treasurer-Tax Collector, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor, to the Treasurer-Tax Collector. In the event that for any reason there shall be a vacancy in the office of the Paying Agent, the Treasurer-Tax Collector shall act as the Paying Agent. The County shall promptly cause to be published at District expense in an Authorized Newspaper the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 6. Payment of Principal and Interest. The principal of and interest on the Series E Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent. Principal shall be payable when due upon presentation and surrender of the Series E Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series E Bond shall be paid on each Interest Payment Date by check or draft mailed by first class mail to the person in whose name the Series E Bond was registered, and to that person's address appearing on the Bond Register (as defined in Section 7 below) at the close of business on the Record Date. Body of Resolution 2010/205 5 of 14 Section 7. Bond Registration and Transfer. If the book entry system is no longer in effect as provided in Section 9, the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series E Bonds as provided in this Section 7 (the “Bond Register”). While such book entry system is in effect, such books need not be kept, as the Series E Bonds will be represented by one Bond for each maturity registered in the name of Cede & Co., as nominee for DTC. The person in whose name a Series E Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series E Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series E 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 7. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series E Bonds, including interest, to the extent of the amount or amounts so paid. Any Series E Bond may be exchanged for Series E Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Series E Bonds or if DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 7, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series E Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series E 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 Series E Bonds which have been selected or called for redemption in whole or in part. Section 8. Forms of Bonds. The Series E Bonds shall be in substantially the form set forth in Exhibit A attached hereto and incorporated herein, allowing those officials executing the Series E Bonds to make the insertions and deletions necessary to conform the Series E Bonds to this Resolution and to the Notice of Sale. Section 9. Book-Entry System. Except as provided below, the owner of all of the Series E Bonds shall be The Depository Trust Company, New York, New York (“DTC”), and the Series E Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The Series E Bonds shall be initially executed and delivered in the form of a single fully registered Series E Bond for each maturity date of the Series E Bonds in the full aggregate principal amount of the Series E Bonds maturing on such date. The County, the Paying Agent and the District may treat DTC (or Body of Resolution 2010/205 6 of 14 its nominee) as the sole and exclusive owner of the Series E Bonds registered in its name for all purposes of this Resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any responsibility or obligation to any participant of DTC (a “Participant”), any person claiming a beneficial ownership interest in the Series E Bonds under or through DTC or a Participant, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Series E Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series E Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series E Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Series E Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term “Cede & Co.” in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series E Bonds and delivers a written certificate to DTC and the County to that effect, DTC shall notify the Participants of the availability through DTC of Series E Bonds. In such event, the County shall issue, transfer and exchange Series E Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series E Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series E Bonds as described in this Resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series E Bonds evidencing the Series E Bonds to any DTC Participant having Series E Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series E Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series E Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Series E Bond and all notices with respect to such Series E Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series E Bonds. Section 10. Establishment of Funds and Accounts; Delivery of Series E Bonds; Disposition of Proceeds of the Series E Bonds. (a) Establishment of Funds and Accounts. (i) Costs of Issuance Fund. A fund, to be known as the “Walnut Creek School District, General Obligation Bonds, Election of 2002, Series E, Costs of Issuance Fund” (the “Costs of Issuance Fund”), is hereby created and established which shall be held and maintained by the Paying Agent as a separate fund, distinct from all other funds thereof although, such fund may be combined with a similar fund established for the Body of Resolution 2010/205 7 of 14 Series D Bonds. Amounts on deposit in the Costs of Issuance Fund shall be disbursed for the purpose of paying all Costs of Issuance. Payment of the Costs of Issuance shall be made only upon the receipt by the Paying Agent of a written request of the District. Moneys on deposit in the Costs of Issuance Fund shall be invested in a money market fund rated “AAAm” or “AAAm-G” or better by Standard & Poor’s Ratings Services, including funds for which the Paying Agent, its affiliates or subsidiaries provide investment, advisory or other management or administrative services. Interest and earnings derived from the investment of amounts on deposit in the Costs of Issuance Fund shall be retained therein until the Costs of Issuance Fund is closed. On the date that is six months after the Closing Date, or such earlier date as shall be designated by the District, all amounts remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the Paying Agent and transferred to the Treasurer-Tax Collector for deposit in the Building Fund and the Costs of Issuance Fund shall be closed. (ii) Building Fund. A fund, to be known as the “Walnut Creek School District, General Obligation Bonds, Election of 2002, Series E, Building Fund” (the “Building Fund”), is hereby created and established within the County Treasury. Moneys deposited therein shall be used solely for the purpose for which the Series E Bonds are being issued and shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. Amounts on deposit in the Building Fund shall be disbursed for the purpose of paying costs of the Project. Payment of the Costs of Issuance shall be made only upon the receipt by the Paying Agent of a written request of the District. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. (ii) Interest and Sinking Fund. A fund, to be known as the “Walnut Creek School District, General Obligation Bonds, Election of 2002, Series E, Interest and Sinking Fund” (the “Interest and Sinking Fund”), is hereby created and established within the County Treasury, which fund shall be accounted for separate and distinct from all other District and County funds. Moneys deposited therein shall be used only for payment of principal and interest on the Series E Bonds. Any excess proceeds of the Series E Bonds not needed for the authorized purposes set forth herein for which the Series E Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal and interest on the Series E Bonds at the direction of the District. If, after payment in full of the Series E Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 10, any excess proceeds of the Series E Bonds not needed for the authorized purposes set forth herein for which the Series E Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not limited to the requirements of federal tax law (if any) relating to the yield at which such proceeds are permitted to be invested. The interest earned on the moneys deposited to the Interest and Sinking Fund shall be retained in the Interest and Sinking Fund and used for the purposes thereof. (b) Delivery of Series E Bonds. The proper officials of the District shall cause the Series E Bonds to be prepared and, following their sale, shall have the Series E Bonds signed and Body of Resolution 2010/205 8 of 14 delivered, together with a true transcript of proceedings with reference to the issuance of the Series E Bonds, to the Underwriter (hereinafter defined) upon payment of the purchase price in funds which are immediately available to the Paying Agent. (c) Disposition of Proceeds of the Series E Bonds. On the date of delivery of the Series E Bonds (the “Closing Date”), the proceeds of sale of the Series E Bonds shall be paid by the Underwriter as follows: (i) To the Paying Agent for deposit in the Costs of Issuance Fund, such amounts as shall be required for the payment of the Costs of Issuance; (ii) To the Treasurer-Tax Collector for deposit in the Interest and Sinking Fund, an amount equal to any net premium on the Series E Bonds; and (iii) To the Treasurer-Tax Collector for deposit in the Building Fund, the remaining proceeds of the Series E Bonds. (d) Investment of Moneys in the Building Fund and the Interest and Sinking Fund. Moneys held in the Building Fund and the Interest and Sinking Fund shall be invested by the County in any one or more investments generally permitted to school districts under the laws of the State of California, consistent with the investment policy of the County and this Resolution (the “Permitted Investments”). The Permitted Investments shall specifically include: (a) the County Pooled Investment Fund maintained by the Treasurer-Tax Collector, and (b) at the request of the District, (i) the Local Agency Investment Fund maintained by the Treasurer of the State of California; (ii) other investments permitted under section 53601 of the California Government Code; and (iii) investment agreements with financial institutions with senior unsecured credit ratings at least double-A from one or more nationally recognized statistical rating organization. In regard to any investments requested by the District specified in clauses (b)(i), (b)(ii) or (b)(iii) above, the County may decline the request of the District upon any reasonable basis, including, specifically, any concerns of the County regarding the legality, structure or appropriateness of the investment vehicle generally or the process proposed for the bidding or the execution of the investment. Consent by the County to a request by the District to use any investments requested by the District specified in clauses (b)(i), (b)(ii) or (b)(iii) above shall in no way imply any endorsement by the County of such investment and the County assumes no liability for the results of such investment or of the provider thereof. (e) Unclaimed Moneys. Any money held in any fund or account created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Series E Bonds remaining unclaimed for two years after the principal of all of the Series E Bonds has become due and payable (whether by maturity or upon prior redemption), shall be transferred to the Interest and Sinking Fund for the payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said moneys shall be transferred to the general fund of the District as provided and permitted by law. Section 11. Source of Payment. There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series E Bonds are outstanding in an amount sufficient to pay Body of Resolution 2010/205 9 of 14 the principal of and interest on the Series E Bonds when due, which moneys when collected will be placed in the Interest and Sinking Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series E Bonds when and as the same fall due. The moneys in the Interest and Sinking Fund, to the extent necessary to pay the principal of and interest on the Series E Bonds as the same become due and payable, shall be transferred by the County to the Paying Agent, as paying agent for the Series E Bonds, as necessary to pay the principal of and interest on the Series E Bonds. Section 12. Sale of the Series E Bonds. (a) Official Notice of Sale. The Notice of Sale, substantially in the form attached hereto as Exhibit B and by this reference incorporated herein, is hereby approved. (b) Notice of Intention to Sell Series E Bonds. A notice of intention, substantially in the form attached hereto as Exhibit C and by this reference incorporated herein (the “Notice of Intention”), is hereby approved. (c) Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series E Bonds shall be as specified in said Notice of Sale. (d) Furnishing of Official Notice of Sale. The Clerk of the Board and the financial advisor to the District, KNN Public Finance (the “Financial Advisor”), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of the Notice of Sale. (e) Receipt of Bids. The Financial Advisor is hereby authorized and directed, on behalf of the District, to receive the bids at the time and place specified in the Notice of Sale, to examine said bids for compliance with the Notice of Sale and to verify the bid with the lowest true interest cost as provided in the Notice of Sale. In the event two or more bids setting forth identical true interest cost are received, a District Representative may exercise his or her own discretion and judgment in making the award and may award the Series E Bonds on a pro rata basis in such denominations as he or she shall determine. A District Representative may reject any and all bids and waive any irregularity or informality in any bid. A District Representative shall award the Series E Bonds or reject all bids not later than 24 hours after the expiration of the time prescribed for the receipt of bids unless such time of award is waived by the successful bidder. (f) Option for a Negotiated Sale. If, at any time, it is determined by a District Representative, or the designee thereof, that the competitive sale of the Series E Bonds is not in the best interest of the District or, if at the time of the competitive sale of the Series E Bonds, no bids are received or it is determined by a District Representative, or the designee thereof, that all received bids are unsatisfactory, the Board hereby authorizes the sale of the Series E Bonds to an underwriter identified by the Financial Advisor and approved by a District Representative, or the designee thereof. In such event, the Board hereby authorizes the preparation of a bond purchase agreement among such underwriter, the District and the County, with such terms and conditions as shall be approved by a District Representative, or the designee thereof. In such case, a District Representative, or the designee thereof, is hereby authorized and directed to execute a bond purchase agreement for and in the name and on behalf of the District; provided, however, that in connection with such negotiated sale of the Series E Bonds, the underwriter’s Body of Resolution 2010/205 10 of 14 net discount, excluding reimbursable expenses of the Underwriter, shall not exceed 1.5% of the aggregate of principal amount of Series E Bonds issued. Section 13. Defeasance. (a) Discharge of Resolution. Series E Bonds may be paid by the District in any of the following ways, provided that the District also pays or causes to be paid any other sums payable with respect to the Series E Bonds by the District: (i) by paying or causing to be paid the principal or redemption price of and interest on Series E Bonds Outstanding, as and when the same become due and payable; (ii) by depositing, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 13(c)) to pay or redeem Series E Bonds Outstanding; or (iii) by delivering to the Paying Agent, for cancellation by it, Series E Bonds Outstanding. If the District shall pay all Series E Bonds Outstanding and shall also pay or cause to be paid all other sums payable with respect to the Series E Bonds by the District, then and in that case, at the election of the District (evidenced by a certificate of a District Representative, filed with the Paying Agent, signifying the intention of the District to discharge all such indebtedness), and notwithstanding that any Series E Bonds shall not have been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the District with respect to the Series E Bonds shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 13(b). In such event, upon request of the District, the Paying Agent shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the District all moneys or securities or other property held by it pursuant to this Resolution which are not required for the payment or redemption of Series E Bonds not theretofore surrendered for such payment or redemption. (b) Discharge of Liability on Series E Bonds. Upon the deposit, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 13(c) to pay or redeem any Outstanding Series E Bond (whether upon or prior to its maturity or the redemption date of such Series E Bond), provided that, if such Series E Bond is to be redeemed prior to maturity, notice of such redemption shall have been given or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, then all liability of the District in respect of such Series E Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such Series E Bond by the District, and the District shall remain liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 13(d) shall apply in all events. Body of Resolution 2010/205 11 of 14 The District may at any time surrender to the Paying Agent for cancellation by it any Series E Bonds previously issued and delivered, which the District may have acquired in any manner whatsoever, and such Series E Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. (c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay or redeem any Series E Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established pursuant to this Resolution and shall be: (i) lawful money of the United States of America in an amount equal to the principal amount of such Series E Bonds and all unpaid interest thereon to maturity, except that, in the case of Series E Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Section 2.03 provided, or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or redemption price of such Series E Bonds and all unpaid interest thereon to the redemption date; or (ii) Non-callable U.S. Treasury securities the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the District, will provide money sufficient to pay the principal or redemption price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Series E Bonds to be paid or redeemed, as such principal or redemption price and interest become due, provided that, in the case of Series E Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given, or provision satisfactory to the Paying Agent shall have been made for the giving of such notice; provided, in each case, that the Paying Agent shall have been irrevocably instructed (by the terms of this Resolution or by request of the District) to apply such money to the payment of such principal or redemption price and interest with respect to such Series E Bonds. (d) Payment of Series E Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal or redemption price of, or interest on, any Series E Bonds and remaining unclaimed for one year after the principal of all of the Series E Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Resolution), if such moneys were so held at such date, or one year after the date of deposit of such moneys if deposited after said date when all of the Series E Bonds became due and payable, shall, upon request of the District, be repaid to the District free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the Owners of all Series E Bonds which have not been paid at the addresses shown on the registration books maintained by the Paying Agent a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Series E Bonds so payable and not presented and with respect to the provisions relating to the repayment to the District of the moneys held for the payment thereof. Body of Resolution 2010/205 12 of 14 Section 14. Necessary Acts and Conditions. The Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the issuing of the Series E 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 E 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 E Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series E Bonds. Section 15. Approval of 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 E 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 16. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Series E Bonds or in any other document related to the Series E Bonds, neither the County, the Board or any officers, officials or employees of the County shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Series E Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 11 hereof. Neither the Board nor any officer of the County has prepared or reviewed the official statement of the District describing the Series E Bonds (the “Official Statement”), and the Board 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 funds 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 E 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 the statements made therein, in the light of the circumstances under which they are made, not misleading. Section 17. 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 Bonds in accordance herewith and with the District’s resolution and that 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 18. Certified Copy to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. Body of Resolution 2010/205 13 of 14 Section 19. Effective Date. This Resolution shall take effect immediately upon its passage. * * * * * * * * * * I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 27th day of April, 2010, by the following vote: AYES, and in favor of, Supervisors: NOES, Supervisors: ABSENT, Supervisors: By Chair, Board of Supervisors ATTEST: By Clerk of the Board of Supervisors Body of Resolution 2010/205 14 of 14