HomeMy WebLinkAboutRESOLUTIONS - 05262020 - 2020/148 (3)4846-6182-0347.6
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY
OF CONTRA COSTA, CALIFORNIA, AUTHORIZING THE ISSUANCE
AND SALE OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS, 2010 ELECTION, 2020 SERIES F IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000,000
AND GENERAL OBLIGATION BONDS, 2012 ELECTION, 2020 SERIES
E, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$65,000,000, AND APPROVING CERTAIN OTHER MATTERS
RELATING TO SAID BONDS
4846-6182-0347.6
TABLE OF CONTENTS
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SECTION 1. Definitions ........................................................................................................... 3
SECTION 2. Rules of Construction .......................................................................................... 7
SECTION 3. Authority for this Resolution ............................................................................... 7
SECTION 4. Resolution to Constitute Contract ........................................................................ 8
SECTION 5. Approval of Documents; Determination of Method of Sale and Terms of
Bonds ................................................................................................................... 8
SECTION 6. Authorization of Officers ..................................................................................... 9
SECTION 7. Use of Bond Proceeds .......................................................................................... 9
SECTION 8. Designation and Form; Payment.......................................................................... 9
SECTION 9. Description of the Bonds ................................................................................... 10
SECTION 10. Tax Covenants ................................................................................................... 10
SECTION 11. Book-Entry System ............................................................................................ 10
SECTION 12. Execution of the Bonds ...................................................................................... 12
SECTION 13. Transfer and Exchange ...................................................................................... 13
SECTION 14. Bonds Mutilated, Destroyed, Stolen or Lost...................................................... 14
SECTION 15. Bond Register .................................................................................................... 14
SECTION 16. Temporary Bonds. ............................................................................................. 14
SECTION 17. Unclaimed Money.............................................................................................. 14
SECTION 18. Application of Proceeds ..................................................................................... 15
SECTION 19. Payment of and Security for the Bonds ............................................................. 16
SECTION 20. Establishment and Application of Excess Earnings Fund ................................. 17
SECTION 21. Payment of Costs of Issuance ............................................................................ 17
SECTION 22. Negotiated Sale/Method of Sale ........................................................................ 17
SECTION 23. Engagement of Consultants; Parameters of Sale ............................................... 18
SECTION 24. Establishment of Additional Funds and Accounts ............................................. 18
SECTION 25. Request for Necessary County Actions ............................................................. 18
SECTION 26. Redemption ........................................................................................................ 19
SECTION 27. Selection of Bonds for Redemption ................................................................... 19
SECTION 28. Notice of Redemption ........................................................................................ 19
SECTION 29. Partial Redemption of Bonds ............................................................................. 20
4846-6182-0347.6
TABLE OF CONTENTS
(continued)
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SECTION 30. Conditional Notice of Redemption .................................................................... 20
SECTION 31. Effect of Notice of Redemption ......................................................................... 20
SECTION 32. Paying Agent; Appointment and Acceptance of Duties .................................... 21
SECTION 33. Liability of Paying Agent .................................................................................. 21
SECTION 34. Evidence on Which Paying Agent May Act ...................................................... 21
SECTION 35. Compensation .................................................................................................... 21
SECTION 36. Ownership of Bonds Permitted .......................................................................... 21
SECTION 37. Resignation or Removal of Paying Agent and Appointment of Successor ....... 22
SECTION 38. Investment of Certain Funds .............................................................................. 22
SECTION 39. Valuation and Sale of Investments .................................................................... 22
SECTION 40. Supplemental Resolutions with Consent of Owners.......................................... 23
SECTION 41. Supplemental Resolutions Effective Without Consent of Owners .................... 23
SECTION 42. Effect of Supplemental Resolution .................................................................... 23
SECTION 43. Discharge and Defeasance ................................................................................. 24
SECTION 44. Approval of Actions; Miscellaneous ................................................................. 24
SECTION 45. Conflicts ............................................................................................................. 25
SECTION 46. Effective Date .................................................................................................... 25
SECTION 47. Clerk’s Certificate .............................................................................................. 26
EXHIBIT A FORM OF BOND ............................................................................................ A-1
EXHIBIT B FORM OF CONTRACT OF PURCHASE.......................................................B-1
4846-6182-0347.6
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RESOLUTION NO. 2020-148
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY
OF CONTRA COSTA, CALIFORNIA, AUTHORIZING THE ISSUANCE
AND SALE OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS, 2010 ELECTION, 2020 SERIES F IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000,000
AND GENERAL OBLIGATION BONDS, 2012 ELECTION, 2020 SERIES
E, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$65,000,000, AND APPROVING CERTAIN OTHER MATTERS
RELATING TO SAID BONDS
WHEREAS, a duly called election was held in the West Contra Costa Unified School
District, a unified school district duly organized and existing under the laws of the State of
California (the “District”), County of Contra Costa (the “County”), State of California (the
“State”), on June 8, 2010 (the “2010 Election”), and thereafter canvassed pursuant to law; and
WHEREAS, at the 2010 Election, there was submitted to and approved by at least the
requisite fifty-five percent (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 amount of $380,000,000 payable from the levy of
an ad valorem property tax against the taxable property in the District (the “2010
Authorization”); and
WHEREAS, a duly called election was held in the District on November 6, 2012 (the
“2012 Election”), and thereafter canvassed pursuant to law; and
WHEREAS, at the 2012 Election, there was submitted to and approved by at least the
requisite fifty-five percent (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 amount of $360,000,000 payable from the levy of
an ad valorem property tax against the taxable property in the District (the “2012
Authorization”); and
WHEREAS, the District has received a qualified or negative certification on its most
recent interim report; and
WHEREAS, Section 15140 of the Education Code of the State (the “Education Code”)
requires that general obligation bonds of a school district that has received a qualified or negative
certification on its most recent interim report shall be offered for sale by the board of supervisors
of the applicable county, as soon as possible following receipt of a resolution adopted by the
governing board of such district; and
WHEREAS, the Contra Costa County Superintendent of Schools has jurisdiction over
the District, which is located within the County; and
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WHEREAS, the District has heretofore issued and sold $315,000,000 aggregate
principal amount of its general obligation bonds under the 2010 Authorization, leaving a total of
$65,000,000 in bonds unissued thereunder; and
WHEREAS, the District has heretofore issued and sold $295,000,000 aggregate
principal amount of its general obligation bonds under the 2012 Authorization, leaving a total of
$65,000,000 in bonds unissued thereunder; and
WHEREAS, the Board of Education of the District (the “District Board”) has
determined that the District has a requirement for the construction, improvement, furnishing and
equipping of certain of its public facilities, as provided for in the 2010 Authorization (the “2010
Projects”) and in the 2012 Authorization (the “2012 Projects,” and collectively with the 2010
Projects, the “Projects”); and
WHEREAS, the Board of Supervisors of the County (the “Board”) has received a
certified resolution of the District Board, adopted on May 6, 2020 (the “District Resolution”),
an executed electronic copy of which has been received by the Board, requesting the Board issue
the District’s General Obligation Bonds, 2010 Election, 2020 Series F in an aggregate principal
amount not to exceed $65,000,000 (the “2010 Bonds”) in order to provide for the construction,
improvement, furnishing and equipping of the 2010 Projects and the District’s General
Obligation Bonds, 2012 Election, 2020 Series E in an aggregate principal amount not to exceed
$65,000,000 (the “2012 Bonds,” and collectively with the 2010 Bonds, the “Bonds”) in order to
provide for the construction, improvement, furnishing and equipping of the 2012 Projects; and
WHEREAS, the 2010 Bonds will be the final series of bonds sold under the 2010
Authorization and the 2012 Bonds will be the final series of bonds sold under the 2012
Authorization; and
WHEREAS, in the District Resolution, the District Board found and informed this Board
that all acts and conditions necessary to be performed by the District or to have been met
precedent to and in the issuance and sale of the 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 Bonds, have been performed and met, in regular and due form as required
by law; and
WHEREAS, the District Board has determined that it is desirable to sell the Bonds
pursuant to a negotiated underwriting to J.P. Morgan Securities LLC (the “Representative”), on
behalf of itself and Raymond James & Associates, Inc., as underwriters of the Bonds
(collectively, the “Underwriters”), pursuant to a Bond Purchase Agreement (as defined herein),
a form of which has been submitted to this meeting of the Board and is appended hereto as
Exhibit B, which is incorporated herein by this reference (the “Contract of Purchase”); and
WHEREAS, a form of continuing disclosure certificate (the “Continuing Disclosure
Certificate”), attached as an Appendix to the Preliminary Official Statement, has been submitted
to this meeting of the Board and is on file with the Clerk; and
WHEREAS, the District Board has requested under the District Resolution that the
County should levy and collect an ad valorem property tax on all taxable property within the
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District sufficient to provide for payment of the Bonds, so that the Auditor-Controller of the
County (the “Auditor-Controller”), the Treasurer-Tax Collector of the County (the
“Treasurer”) and other officials of the County should take such actions as shall be necessary to
provide for the levy and collection of such tax and payment of the Bonds; and
WHEREAS, this Board recognizes, and the District Board has recognized, that Senate
Bill No. 222 (Chapter 78, Statutes of 2015) (“SB 222”), which provides for a statutory lien on
the Pledged Moneys (as defined herein) when collected by the County to secure repayment of
general obligation bonds, was passed by the Legislature of the State and approved by the
Governor, and became effective January 1, 2016; and
WHEREAS, the pledge included in this Resolution to secure payment of the Bonds is
intended to be a consensual agreement with the Owners; and
WHEREAS, pursuant to Senate Bill 450 (Chapter 625, Statutes of 2017) (“SB 450”),
effective January 1, 2018, the District has disclosed prior to adoption of the District Resolution
and this Resolution the following good faith estimates of certain information provided to the
District by the Municipal Advisor: (a) the true interest cost of the 2010 Bonds is estimated to be
3.193788% and the true interest cost of the 2012 Bonds is estimated to be 3.193555%, (b) the
finance charge, or amount paid to third parties in connection with the sale, of the 2010 Bonds is
estimated to be $490,200.00 and of the 2012 Bonds is expected to be $490,200.00, (c) the
amount of proceeds received by the District from the sale of the 2010 Bonds is expected to be
$64,751,925.00 and from the sale of the 2012 Bonds is $64,751,925.00, and (z) the sum total of
all payments the District will make to the final maturity of the 2010 Bonds is expected to be
$102,678,266.67 and, with respect to the 2012 Bonds, $104,960,666.67; and
WHEREAS, all acts, conditions and other matters 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 the Bonds, is within all limits prescribed by law;
NOW THEREFORE, IT IS ORDERED by the Board of Supervisors of the County of
Contra Costa as follows:
SECTION 1. Definitions. Capitalized terms used but not defined herein shall have
the meanings set forth in the Recitals hereto. Additionally, the following terms shall for all
purposes of this Resolution have the following meanings:
“Authorized Denominations” shall mean $5,000 Principal Amount or any integral
multiple thereof.
“Authorized Investments” shall mean legal investments authorized by Section
53601 of the Government Code.
“Authorized Officer of the County” shall mean the officers of the County,
including the Auditor-Controller, the Treasurer, any Assistant Treasurer or Assistant Auditor-
Controller, and their authorized designees, authorized to act with regard to general obligation
bond matters.
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“Authorized Officer of the District” shall mean the officers of the District,
including the Superintendent, the Associate Superintendent, Business Services and their
authorized designees, and the President and Clerk of the District Board.
“Authorizing Law” shall mean, collectively, (i) Article 4.5 of Chapter 3 of Part 1
of Division 2 of Title 5 of the Government Code of the State, as amended; (ii) applicable
provisions of the Education Code; and (iii) Article XIIIA of the California Constitution.
“Bond Counsel” shall mean Nixon Peabody LLP or any other firm that is a
nationally recognized bond counsel firm.
“Bond Register” shall mean the books referred to in Section 15 of this Resolution.
“Building Fund” shall mean each Building Fund of the District, established at the
direction of the District pursuant to this Resolution.
“Business Day” shall mean a day which is not a Saturday, Sunday or a day on
which banking institutions in the State or the State of New York and the New York Stock
Exchange are authorized or required to be closed.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Contract of Purchase” shall mean the Bond Purchase Agreement by and among
the County, the District and the Representative relating to the Bonds.
“Costs of Issuance” shall mean all of the authorized costs of issuing the Bonds as
described in the Authorizing Law, including but not limited to, all printing and document
preparation expenses in connection with this Resolution, the Bonds and the Preliminary Official
Statement and the Official Statement (as hereinafter defined) pertaining to the Bonds and any
and all other agreements, instruments, certificates or other documents prepared in connection
therewith; rating agency fees; auditor’s fees; CUSIP service bureau charges; legal fees and
expenses of counsel with respect to the financing, including the fees and expenses of Bond
Counsel and Disclosure Counsel; the fees and expenses of the Municipal Advisor; the fees and
expenses of the Paying Agent, fees for credit enhancement (if any) relating to the Bonds or the
premium of a municipal bond insurance policy, if one is obtained; the discount of the
Underwriters; and other fees and expenses incurred in connection with the issuance of the Bonds,
to the extent such fees and expenses are approved by the District.
“County Office of Education” shall mean the Office of Education of the County
and such other persons as may be designated by the County Office of Education to perform any
operational and disbursement functions hereunder.
“Date of Delivery” shall mean the date of issuance of the Bonds.
“Debt Service” shall have the meaning given to that term in Section 18(d) of this
Resolution.
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“Debt Service Fund” shall mean the Debt Service Fund established pursuant to
Section 18(b) of this Resolution.
“Depository” shall mean DTC and its successors and assigns or if (a) the then-
acting Depository resigns from its functions as securities depository for the Bonds, or (b) the
District discontinues use of the Depository pursuant to this Resolution, any other securities
depository which agrees to follow procedures required to be followed by a securities depository
in connection with the Bonds.
“Disclosure Counsel” shall mean Nixon Peabody LLP, in its capacity as
disclosure counsel to the District.
“DTC” shall mean The Depository Trust Company, and its successors and
assigns.
“Education Code” shall mean the Education Code of the State.
“EMMA” shall mean the Electronic Municipal Market Access website of the
MSRB, currently located at http://emma.msrb.org.
“Excess Earnings Fund” shall mean the Excess Earnings Fund established
pursuant to Section 20 of this Resolution.
“Fiscal Year” shall mean the twelve-month period commencing on July 1 of each
year and ending on the following June 30 or any other fiscal year selected by the District.
“General Fund” shall mean the general fund of the District.
“Government Code” shall mean the Government Code of the State.
“Interest Payment Date” shall mean February 1 and August 1 in each year,
commencing on August 1, 2020, or as otherwise specified in the Contract of Purchase.
“Moody’s” shall mean Moody’s Investors Service, its successors and assigns,
except that if such corporation shall no longer perform the functions of a securities rating agency
for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized
securities rating agency selected by the District.
“MSRB” shall mean the Municipal Securities Rulemaking Board or any other
entity designated or authorized by the Securities and Exchange Commission to receive the
reports described in the Continuing Disclosure Certificate. Until otherwise designated by the
MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made
through EMMA.
“Municipal Advisor” shall mean KNN Public Finance, LLC, as Municipal
Advisor to the District.
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“Nominee” shall mean the nominee of the Depository which may be the
Depository, as determined from time to time by the Depository.
“Nonarbitrage Certificate” shall mean the Tax and Nonarbitrage Certificate of the
District delivered in connection with the issuance of the Bonds.
“Official Statement” shall mean the final official statement of the District
describing the Bonds.
“Outstanding” when used with reference to the Bonds, shall mean, as of any date,
Bonds theretofore issued or thereupon being issued under this Resolution except:
(i) Bonds canceled at or prior to such date;
(ii) Bonds in lieu of or in substitution for which other Bonds shall have been
delivered pursuant to Section 13 or Section 14 hereof; and
(iii) Bonds for the payment or redemption of which funds or eligible securities
in the necessary amount shall have been set aside (whether on or prior to
the maturity or redemption date of such Bonds), in accordance with
Section 43 of this Resolution.
“Owner” shall mean the registered owner, as indicated in the Bond Register, of
any Bond.
“Participant” shall mean a member of or participant in the Depository.
“Paying Agent” shall mean the paying agent designated pursuant to Section 32
hereof.
“Pledged Moneys” shall have the meaning given to that term in Section 19 of this
Resolution.
“Preliminary Official Statement” shall mean the Preliminary Official Statement of
the District, the form of which was submitted to and approved by the District Board pursuant to
the District Resolution.
“Principal” or “Principal Amount” shall mean, as of any date of calculation, with
respect to the Bonds, the principal amount thereof.
“Projects” shall mean the 2010 Projects and the 2012 Projects.
“Project Costs” shall mean all of the expenses of and incidental to the
construction, acquisition, equipping or furnishing of the Projects to be funded with the proceeds
of the Bonds, which may include Costs of Issuance.
“Record Date” shall mean the close of business on the fifteenth calendar day of
the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
4846-6182-0347.6
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“Regulations” shall mean the regulations of the United States Department of the
Treasury proposed or promulgated under Sections 103 and 141 through 150 of the Code which
by their terms are effective with respect to the Bonds and similar Treasury Regulations to the
extent not inconsistent with Sections 103 and 141 through 150 of the Code, including regulations
promulgated under Section 103 of the Code.
“S&P” shall mean S&P Global Ratings, its successors and assigns, except that if
such corporation shall no longer perform the functions of a securities rating agency for any
reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities
rating agency selected by the District.
“Securities Depositories” shall mean The Depository Trust Company, 55 Water
Street, New York, New York 10041, Facsimile transmission: (212) 785-9681, (212) 855-3215,
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 in a
certificate delivered to the Paying Agent.
“State” shall mean the State of California.
“Superintendent” shall mean the Superintendent of the District.
“Supplemental Resolution” shall mean any resolution supplemental to or
amendatory of this Resolution, adopted by the District in accordance with Section 40 or Section
41 hereof.
“Term Bond” shall mean any Bond which, by its terms, has a single maturity but
is subject to mandatory sinking fund redemption prior to the date of such maturity.
“Treasurer” shall mean the Treasurer-Tax Collector of the County, or any
designated deputy thereof.
“2010 Projects” shall include the capital improvements further described in
Section 7 of this Resolution and delineated in the ballot presented to and approved by the voters
of the District at the 2010 Election.
“2012 Projects” shall include the capital improvements further described in
Section 7 of this Resolution and delineated in the ballot presented to and approved by the voters
of the District at the 2012 Election.
SECTION 2. Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders, and vice
versa. Except where the context otherwise requires, words importing the singular shall include
the plural and vice versa, and words importing persons shall include firms, associations and
corporations, including public bodies, as well as natural persons.
SECTION 3. Authority for this Resolution. The Bonds are authorized to be issued
and sold by the County in the name and on behalf of the District pursuant to the California
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Constitution, the Elections, the Authorizations, the District Resolution, this Resolution and the
provisions of the Authorizing Law.
SECTION 4. Resolution to Constitute Contract. In consideration of the purchase
and acceptance of any and all of the Bonds authorized to be issued hereunder by those who shall
own the same from time to time, this Resolution shall be deemed to be and shall constitute a
contract among the County, the District and the Owners from time to time of the Bonds; and the
pledge made in this Resolution shall be for the equal benefit, protection and security of the
Owners of any and all of the Bonds, all of which, regardless of the time or times of their issuance
or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds
over any other thereof.
SECTION 5. Approval of Documents; Determination of Method of Sale and Terms
of Bonds.
(a) The Authorized Officers of the County, in consultation with Bond Counsel
and the Authorized Officers of the District, are, and each of them acting alone is, hereby
authorized and directed to issue and deliver the Bonds and to establish the initial aggregate
Principal Amount thereof; provided, however, that such initial aggregate principal amount of the
2010 Bonds shall not exceed $65,000,000 and the initial aggregate principal amount of the 2012
Bonds shall not exceed $65,000,000. The Authorized Officers of the County and the Authorized
Officers of the District, in consultation with Bond Counsel and the Municipal Advisor, may
determine whether the Bonds, or any series or sub-series of Bonds, are issued on a tax-exempt or
taxable basis.
(b) The form of the Contract of Purchase is hereby approved. The Treasurer
is authorized and directed to execute and deliver the Contract of Purchase to the Underwriters for
and in the name and on behalf of the District, with such additions, changes or corrections therein
as the Treasurer may approve in his or her discretion as being in the best interests of the District,
including, without limitation (i) such changes as are necessary to reflect the final terms of the
Bonds to the extent such terms differ from those set forth in this Resolution, such approval to be
conclusively evidenced by the Treasurer’s execution thereof and (ii) any other documents
required to be executed thereunder; provided that the terms of the applicable series of Bonds and
the sale thereof shall conform in all respects to the limitations contained in this Resolution and
the District Resolution. The Contract of Purchase shall recite the aggregate principal amount of
each series and subseries of Bonds, the date or dates thereof, the maturity dates, principal
amounts and annual rates of interest of each maturity thereof, the initial and semiannual interest
payment dates, and terms related to optional and mandatory sinking fund redemption thereof, if
any. The interest rate on the Bonds shall not exceed the maximum allowed under law. All
Principal of the Bonds shall be payable within 40 years of the date of issuance of the Bonds.
(c) This Board also hereby authorizes the preparation of a paying agent
agreement in connection with the Bonds, in such form as shall be determined by an Authorized
Officer of the County, such determination to be conclusively evidenced by the execution and
delivery of the paying agent agreement by such Authorized Officer of the County.
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SECTION 6. Authorization of Officers. The Authorized Officers of the County are,
and each of them acting alone is, hereby authorized to execute any and all certificates,
agreements, and documents and do and perform any and all acts and things, from time to time,
consistent with this Resolution and necessary or appropriate to carry the same into effect and to
carry out its purposes.
SECTION 7. Use of Bond Proceeds. The proceeds of the 2010 Bonds shall be used
for (a) the financing of the acquisition, construction, furnishing and equipping of facilities for
certain of the 2010 Projects, which shall be incorporated herein by this reference as though fully
set forth in this Resolution; (b) payment of capitalized interest on the 2010 Bonds and (c) the
payment of the Costs of Issuance of the 2010 Bonds. The proceeds of the 2012 Bonds shall be
used for (a) the financing of the acquisition, construction, furnishing and equipping of facilities
for certain of the 2012 Projects, which shall be incorporated herein by this reference as though
fully set forth in this Resolution; (b) payment of capitalized interest on the 2012 Bonds and (c)
the payment of the Costs of Issuance of the 2012 Bonds.
SECTION 8. Designation and Form; Payment.
(a) An issue of the 2010 Bonds in one or more series entitled to the benefit,
protection and security of this Resolution is hereby authorized in an aggregate Principal Amount
not to exceed $65,000,000, and an issue of the 2012 Bonds in one or more series entitled to the
benefit, protection and security of this Resolution is hereby authorized in an aggregate Principal
Amount not to exceed $65,000,000. Such Bonds shall be general obligations of the District,
payable as to Principal, premium, if any, and interest from ad valorem property taxes to be levied
upon all of the taxable property in the District (except certain property which is taxable at limited
rates). The 2010 Bonds shall be designated the “West Contra Costa Unified School District
General Obligation Bonds, 2010 Election, 2020 Series F,” and the 2012 Bonds shall be
designated the “West Contra Costa Unified School District General Obligation Bonds, 2012
Election, 2020 Series E,” each with such insertions as shall be appropriate to describe the
authorizations and series for said Bonds or as otherwise set forth in the Contract of Purchase, and
subject to the related provisions of the Resolution, all as designated by the Authorized Officers
of the County, in coordination with the District. The Bonds shall be issued as current interest
bonds and may be issued as serial bonds or term bonds and shall be subject to redemption as set
forth in the Contract of Purchase, subject to the provisions of this Resolution.
(b) The form of the Bonds shall be substantially in conformity with the
standard form of registered school district bonds, a copy of which is attached hereto as Exhibit A
and incorporated herein by this reference, with such changes as are necessary to reflect the final
terms of the Bonds, or to cure any ambiguity or error therein.
(c) Principal of and, premium, if any, and interest on any Bond shall be
payable in lawful money of the United States of America. Principal of and premium, if any,
shall be payable upon surrender thereof at maturity or earlier redemption at the office designated
by the Paying Agent.
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SECTION 9. Description of the Bonds.
(a) The Bonds issued shall be issued in fully registered form, in Authorized
Denominations of $5,000 or any integral multiple thereof. The Bonds shall be dated and shall
mature on the dates, in the years and in the Principal Amounts, and interest shall be computed at
the rates, as set forth in the Contract of Purchase.
(b) Interest on each Bond shall accrue from its dated date as set forth in the
Contract of Purchase. Interest on the Bonds shall be computed using a year of 360 days
comprised of twelve 30-day months and shall be payable on each Interest Payment Date to the
Owner thereof shown on the Bond Registrar as of the close of business on the Record Date.
Interest on each Bond will be payable from the Interest Payment Date next preceding the date of
registration thereof, unless (i) it is registered after the close of business on any Record Date and
before the close of business on the immediately following Interest Payment Date, in which event
interest thereon shall be payable from such following Interest Payment Date; or (ii) it is
registered prior to the close of business on the first Record Date, in which event interest shall be
payable from its dated date; provided, however, that if at the time of registration of any Bond,
interest thereon is in default, interest thereon shall be payable from the Interest Payment Date to
which interest has previously been paid or made available for payment. Payments of interest on
the Bonds will be made on each Interest Payment Date by check or draft of the Paying Agent
sent by first-class mail, postage prepaid, to the Owner thereof appearing on the Bond Register on
the Record Date, or by wire transfer to any Owner of $1,000,000 aggregate Principal Amount or
more of such Bonds, to the account specified by such Owner in a written request delivered to the
Paying Agent on or prior to the Record Date for such Interest Payment Date; provided, however,
that payments of defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date fixed therefor by the Paying Agent
which shall not be more than fifteen days and not less than ten days prior to the date of the
proposed payment of defaulted interest.
SECTION 10. Tax Covenants. In the event the Authorized Officers of the County
and the Authorized Officers of the District, determine that the Bonds, or any portion or series of
Bonds, should be issued on a tax-exempt basis, in order to maintain the exclusion from gross
income for federal income tax purposes of interest on such Bonds, the District has, pursuant to
the District Resolution, covenanted to comply with each applicable requirement of Section 103
and Sections 141 through 150 of the Code. The District has agreed to deliver instructions to
the Paying Agent as may be necessary in order to comply with the Nonarbitrage Certificate.
SECTION 11. Book-Entry System.
(a) The Bonds shall be initially issued in the form of a separate single fully
registered Bond for each of the series and maturities of the Bonds. Separate Bonds may be issued
to represent Bonds maturing in the same years, if any.
Upon initial issuance, the ownership of each such global Bond shall be registered
in the Bond Register in the name of the Nominee as nominee of the Depository. Except as
provided in subsection (c) hereof, all of the Outstanding Bonds shall be registered in the Bond
Register in the name of the Nominee and the Bonds may be transferred, in whole but not in part,
4846-6182-0347.6
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only to the Depository, to a successor Depository or to another nominee of the Depository or of a
successor Depository. Each Bond shall bear a legend describing restrictions on transfer, as may
be prescribed by the Depository.
With respect to Bonds registered in the Bond Register in the name of the
Nominee, the County shall have no responsibility or obligation to any Participant or to any
person on behalf of which such a Participant holds a beneficial interest in the Bonds. Without
limiting the immediately preceding sentence, the District shall have no responsibility or
obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any
Participant with respect to any beneficial ownership interest in the Bonds, (ii) the delivery to any
Participant, beneficial owner or any other person, other than the Depository, of any notice with
respect to the Bonds, including any Redemption Notice (as defined in Section 28 below), (iii) the
selection by the Depository and the Participants of the beneficial interests in the Bonds to be
redeemed in part, or (iv) the payment to any Participant, beneficial owner or any other person,
other than the Depository, of any amount with respect to Principal of, premium, if any, and
interest on the Bonds. The District and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the Bond Register as the holder and absolute Owner of
such Bond for the purpose of payment of Principal of, premium, if any, and interest on such
Bond, for the purpose of giving Redemption Notices and other notices with respect to such
Bond, and for all other purposes whatsoever, including, without limitation, registering transfers
with respect to the Bonds.
The Paying Agent shall pay all Principal of, premium, if any, and interest on the
Bonds only to the respective Owners, as shown in the Bond Register, and all such payments shall
be valid hereunder with respect to payment of Principal of, premium, if any, and interest on the
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 Bond evidencing the obligation to make payments of Principal of,
premium, if any, and interest on the Bonds, pursuant to this Resolution. Upon delivery by the
Depository to the Paying Agent and the County 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 hereof with respect to Record Dates, the word “Nominee” in this Resolution shall
refer to such new nominee of the Depository.
(b) In order to qualify the Bonds for the Depository’s book-entry system, the
District is hereby authorized to execute and deliver, or shall have executed and delivered, to such
Depository a letter from the District representing such matters as shall be necessary to so qualify
the Bonds (the “Representation Letter”). The execution and delivery of the Representation
Letter shall not in any way limit the provisions of subsection (a) hereof or in any other way
impose upon the County any obligation whatsoever with respect to persons having beneficial
interests in the Bonds other than the Owners, as shown in the Bond Register. In addition to the
execution and delivery of the Representation Letter, the District, the County and the Authorized
Officers of each are hereby authorized to take any other actions, not inconsistent with this
Resolution, to qualify the Bonds for the Depository’s book-entry program.
(c) If at any time, the Depository notifies the County that it is unwilling or
unable to continue as Depository with respect to the Bonds or if at any time the Depository shall
no longer be registered or in good standing under the Securities Exchange Act of 1934, as
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amended, or other applicable statute or regulation and a successor Depository is not appointed by
the District within 90 days after the County receives notice or becomes aware of such condition,
as the case may be, subsection (a) hereof shall no longer be applicable and the County shall
cause the issuance of bonds representing the Bonds as provided below. In addition, the County
may determine at any time that the Bonds shall no longer be represented by book-entry securities
and that the provisions of subsection (a) hereof shall no longer apply to the Bonds. In any such
event, the County shall cause the execution and delivery of certificated securities representing
the Bonds as provided below. Bonds issued in exchange for global bonds pursuant to this
subsection (c) shall be registered in such names and delivered in such denominations as the
Depository shall instruct the County. The County shall cause delivery of such certificated
securities representing the Bonds to the persons in whose names such Bonds are so registered.
If the County determines to replace the Depository with another qualified
securities depository, the County shall prepare or cause to be prepared a new fully registered
global Bond for each of the maturities of the Bonds, registered in the name of such successor or
substitute securities depository or its nominee, or make such other arrangements as are
acceptable to the County and such securities depository and not inconsistent with the terms of
this Resolution.
(d) Notwithstanding any other provision of this Resolution to the contrary, so
long as any Bond is registered in the name of the Nominee, all payments of Principal of,
premium, if any, and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, as provided in the Representation Letter or as otherwise instructed
by the Depository.
(e) The initial Depository under this Resolution shall be DTC. The initial
Nominee shall be Cede & Co., as nominee of DTC.
(f) The County, the District and the Paying Agent shall have no responsibility
for transmitting payments to, communicating with, notifying, or otherwise dealing with any
beneficial owners of the Bonds, and neither the County, the District nor the Paying Agent shall
have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other
party, including the Depository or its Nominee, for any failure of the Depository or its Nominee
to provide notices, distribute payments on the Bonds nor take other actions concerning the
beneficial owners of the Bonds, which are the responsibility of the Depository and its Nominee.
SECTION 12. Execution of the Bonds.
(a) The Bonds shall be executed by the facsimile or manual signature of the
Chairperson of the Board and the facsimile or manual signature of the Treasurer, and
countersigned by the the facsimile or manual signature of the Clerk of the Board. All signatures
and countersignatures of the Chairperson, Treasurer and Clerk may be signed by facsimile
signature, but in such event shall be manually signed by the Paying Agent as authenticating
agent. In case any one or more of the Authorized Officers of the County who shall have signed
any of the Bonds shall cease to be such officer before the Bonds so signed shall have been issued
on behalf of the District, such Bonds may, nevertheless, be issued, as herein provided, as if the
Authorized Officers of the County who signed such Bonds had not ceased to hold such offices.
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Any of the Bonds may be signed on behalf of the County by such persons as at the time of the
execution of such Bonds shall be duly authorized to hold or shall hold the proper offices in the
County, although at the date borne by the Bonds, such persons may not have been so authorized
or have held such offices.
(b) The Bonds shall bear thereon a certificate of authentication executed
manually by the Paying Agent. Only such Bonds as shall bear thereon such certificate of
authentication duly executed by the Paying Agent shall be entitled to any right or benefit under
this Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Paying Agent, which shall be conclusive
evidence that the Bond so authorized has been duly authenticated and delivered under this
Resolution and that the Owner thereof is entitled to the benefit of this Resolution.
SECTION 13. Transfer and Exchange. The registration of any Bond may be
transferred upon the Bond Register upon surrender of such Bond to the Paying Agent. Such
Bond shall be endorsed or accompanied by delivery of the written instrument of transfer shown
in Exhibit A hereto, duly executed by the Owner or his or her duly authorized attorney, and
payment of such reasonable transfer fees as the Paying Agent may establish. Upon such
registration of transfer, a new Bond or Bonds, of like tenor and maturity in the same Principal
Amount and interest rate and in Authorized Denominations will be executed and delivered to the
transferee in exchange therefor.
The Paying Agent shall deem and treat the person in whose name any
Outstanding Bond shall be registered upon the Bond Register as the absolute owner of such
Bond, whether the Principal of and premium, if any, or interest on such Bond shall be overdue or
not, for the purpose of receiving payment of Principal of and, premium, if any, and interest on
such Bond and for all other purposes, and any such payments so made to any such Owner or
upon his or her order shall be valid and effective to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid, and the District or the Paying Agent shall not be
affected by any notice to the contrary.
Bonds may be exchanged at the office of the Paying Agent for Bonds of like
series, tenor, maturity and Principal Amount of other Authorized Denominations. All Bonds
surrendered in any such exchange shall thereupon be cancelled by the Paying Agent. The Paying
Agent may charge the Owner a reasonable sum for each new Bond executed and delivered upon
any exchange (except in the case of the first exchange of any Bond in the form in which it is
originally delivered, for which no charge shall be imposed) and the Paying Agent may require
the payment by the Owner requesting such exchange of any tax or other governmental charge
required to be paid with respect to such exchange.
The Paying Agent shall not be required to register the transfer or exchange of any
Bond (i) during the period beginning at the close of business on any Record Date through the
close of business on the immediately following Interest Payment Date, or (ii) that has been called
or is subject to being called for redemption, during a period beginning at the opening of business
15 days before any selection of Bonds to be redeemed through the close of business on the
applicable redemption date, except for the unredeemed portion of any Bond to be redeemed only
in part.
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SECTION 14. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall
become mutilated, the Paying Agent, at the expense of the Owner, shall deliver a new Bond of
like date, interest rate, maturity, Principal Amount and tenor as the Bond so mutilated in
exchange and substitution for such mutilated Bond, upon surrender and cancellation thereof. All
Bonds so surrendered shall be cancelled. If any Bond shall be destroyed, stolen or lost, evidence
of such destruction, theft or loss may be submitted to the Paying Agent and if such evidence is
satisfactory to the Paying Agent that such Bond has been destroyed, stolen or lost, and upon
furnishing the Paying Agent with indemnity satisfactory to the Paying Agent and complying with
such other reasonable regulations as the Paying Agent may prescribe and paying such expenses
as the Paying Agent may incur, the Paying Agent shall, at the expense of the Owner, execute and
deliver a new Bond of like series, date, interest rate, maturity, Principal Amount and tenor in lieu
of and in substitution for the Bond so destroyed, stolen or lost. Any new Bonds issued pursuant
to this Section in substitution for Bonds alleged to be destroyed, stolen or lost shall constitute
original additional contractual obligations on the part of the District, whether or not the Bonds so
alleged to be destroyed, stolen or lost are at any time enforceable by anyone, and shall be equally
secured by and entitled to equal and proportionate benefits with all other Bonds issued under this
Resolution in any moneys or securities held by the Paying Agent for the benefit of the Owners of
the Bonds.
SECTION 15. Bond Register. The Paying Agent shall keep or cause to be kept at its
office sufficient books for the registration, exchange and transfer of the Bonds. Upon
presentation for registration of transfer, the Paying Agent shall, as above provided and under
such reasonable regulations as it may prescribe subject to the provisions hereof, register or
register the transfer of the Bonds, or cause the same to be registered or cause the registration of
the same to be transferred, on such books. While the Bonds are held in the book-entry system,
and the Bond Register is held by the Depository, the Paying Agent is not required to keep the
Bond Register.
SECTION 16. Temporary Bonds. The Bonds may be initially issued in temporary
form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the County and the District, and may contain such reference to any of the
provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by
the County and authenticated by the Paying Agent upon the same conditions and in substantially
the same manner as the definitive Bonds. If the County issues temporary Bonds, it will execute
and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be
surrendered, for cancellation, in exchange for the definitive Bonds at the office of the Paying
Agent or at such other location as the Paying Agent shall designate, and the Paying Agent shall
authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal
amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary
Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds
authenticated and delivered hereunder.
SECTION 17. Unclaimed Money. All money which the Paying Agent shall have
received from any source and set aside for the purpose of paying or redeeming any of the Bonds
shall be held in trust for the respective Owners of such Bonds, but subject to the escheat laws of
the State, any money which shall be so set aside or deposited by the Paying Agent and which
4846-6182-0347.6
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shall remain unclaimed by the Owners of such Bonds for a period of one year after the date on
which any payment or redemption price with respect to such Bonds shall have become due and
payable shall be transferred to the General Fund of the District; provided, however, that the
Paying Agent, before making such payment, shall cause notice to be mailed to the Owners of
such Bonds, by first-class mail, postage prepaid, not less than 90 days prior to the date of such
payment to the effect that said money has not been claimed and that after a date named therein
any unclaimed balance of said money then remaining will be transferred to the General Fund.
Thereafter, the Owners of such Bonds shall look only to the General Fund for payment of such
Bonds, which payment shall in no event exceed the amount transferred pursuant to this Section.
SECTION 18. Application of Proceeds.
(a) Upon the sale of the 2010 Bonds and the 2012 Bonds and at the further
written instruction of an Authorized Officer, the Treasurer is hereby directed to deposit the
designated net proceeds thereof, exclusive of accrued interest and any original issue premium,
into separate funds hereby created and established and to be designated as the “West Contra
Costa Unified School District 2010 Election, 2020 Series F Building Fund” (the “2010 Election
Building Fund”) and the “West Contra Costa Unified School District 2012 Election, 2020 Series
E Building Fund” (the “2012 Election Building Fund” and, together with the 2010 Election
Building Fund, each a “Building Fund”), respectively. The District shall, from time to time,
disburse or cause to be disbursed amounts from the 2010 Election Building Fund to pay Project
Costs for the 2010 Projects; and shall, from time to time, disburse or cause to be disbursed
amounts from the 2012 Election Building Fund to pay Project Costs for the 2012 Projects.
Amounts in each Building Fund shall be invested so as to be available for the aforementioned
disbursements provided that the disbursement schedule is provided to the Treasurer prior to
investing the proceeds. The District shall keep a written record of disbursements from each
Building Fund, as required by State law and the Code. Any amounts that remain in a Building
Fund following the completion of the related Projects shall be transferred to the related Debt
Service Fund to be used to pay the Principal of, and premium, if any, and interest on the related
series of Bonds, subject to any conditions set forth in the Nonarbitrage Certificate.
(b) Accrued interest, if any, and except as shall otherwise be directed by the
District in accordance with applicable law, any original issue premium received by the District
from the sale of the 2010 Bonds and the 2012 Bonds, shall be kept separate and apart in the
separate funds hereby created and established and to be designated as the “West Contra Costa
Unified School District 2010 Election, 2020 Series F Debt Service Fund” (the “2010 Election
Debt Service Fund”) and the “West Contra Costa Unified School District 2012 Election, 2020
Series E Debt Service Fund” (the “2012 Election Debt Service Fund” and, together with the
2010 Election Debt Service Fund, each a “Debt Service Fund”). Amounts in the 2010 Election
Debt Service Fund may be used only for payment of Principal of and interest on the 2010 Bonds,
and amounts in the 2012 Election Debt Service Fund may be used only for payment of Principal
of and interest on the 2012 Bonds. Any excess proceeds of either series of Bonds not needed for
the authorized purposes set forth herein for which such series of Bonds is being issued, shall be
transferred to the related Debt Service Fund and applied to the payment of the Principal of and
interest on the related series of Bonds. The Auditor-Controller is directed to create any accounts
and subaccounts in the Debt Service Funds as provided in the Nonarbitrage Certificate.
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(c) All Pledged Moneys (defined below) shall be deposited upon collection by
the County into the related Debt Service Fund and used for the payment of the Principal of,
premium, if any, and interest on the Bonds sold under the related Authorization.
(d) On or before the Business Day immediately preceding each Interest
Payment Date, the District shall transfer or cause to be transferred from the related Debt Service
Fund to the Paying Agent, an amount, in immediately available funds, sufficient to pay all the
Principal of, premium, if any, and interest on the Bonds coming due (collectively, the “Debt
Service”) on such Interest Payment Date. Debt Service on the Bonds shall be paid by the Paying
Agent in the manner provided by law for the payment of Debt Service.
(e) The District shall cause moneys to be transferred to the Excess Earnings
Fund, to the extent needed to comply with the Nonarbitrage Certificate. Any amounts on deposit
in the Debt Service Fund when there are no longer any Bonds of the related Series Outstanding
shall be transferred to the General Fund of the District subject to any conditions set forth in the
Nonarbitrage Certificate.
(f) Certain proceeds of the Bonds may be applied to pay Costs of Issuance as
provided in Section 21 below.
(g) Except as required to satisfy the requirements of Section 148(f) of the
Code or to comply with the provisions of any Nonarbitrage Certificate, interest earned on the
investment of monies held in the Debt Service Funds shall be retained in the respective Debt
Service Fund and used to pay the Principal of and interest on the Bonds authorized under the
applicable Election when due.
SECTION 19. Payment of and Security for the Bonds. There shall be levied on all
the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem
property tax annually during the period the Bonds are Outstanding in an amount sufficient,
together with moneys on deposit in the applicable Debt Service Fund and available for such
purpose, to pay the Principal of and interest on the Bonds when due, which monies when
collected will be placed in the applicable Debt Service Fund of the District and are each
irrevocably pledged for the payment of the Principal of and interest on the Bonds when and as
the same shall become due (the “Pledged Moneys”). When collected by the County, Pledged
Moneys will be placed in the applicable Debt Service Fund. The property taxes and amounts
collected shall be immediately subject to this pledge, and the pledge shall constitute a lien and
security interest which shall immediately attach to the property taxes and amounts held in each
Debt Service Fund when collected, to secure the payment of the respective series of Bonds, and
shall be effective, binding and enforceable against the District, its successors, creditors and all
others, irrespective of whether those parties have notice of the pledge and without the need for
any physical delivery, recordation, filing or further act. The Bonds are obligations of the District
payable solely from the levy of ad valorem property taxes upon all property within the District
subject to taxation (except certain property which is taxable at limited rates). The tax levy may
include an allowance for a reasonably required reserve in accordance with the Nonarbitrage
Certificate, established for the purpose of ensuring that the tax or assessment actually collected is
sufficient to pay the annual debt service requirements on the Bonds due in such year. The County
4846-6182-0347.6
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shall take all actions necessary to levy such ad valorem tax in accordance with this Section and
Section 15140 of the Education Code and Section 53508.7 of the Government Code.
Except as required below to satisfy the requirements of Section 148(f) of the
Code, interest earned on the investment of monies held in each Debt Service Fund shall be
retained in such Debt Service Fund and used to pay Principal of and premium, if any, and
interest on the respective series of Bonds when due.
This pledge is an agreement between the District and the Owners to provide
security for the Bonds in addition to any statutory lien that may exist, and the Bonds and each of
the other bonds secured by the pledge are or were issued to finance one or more of the projects
specified in the applicable Measure approved at the Election.
SECTION 20. Establishment and Application of Excess Earnings Fund. There is
hereby established in trust a special fund designated “West Contra Costa Unified School District
General Obligation Bonds, 2020 Excess Earnings Fund” (the “Excess Earnings Fund”) which
shall be held by the Treasurer for the account of the District and which shall be kept separate and
apart from all other funds and accounts held hereunder. The District shall have the obligation to
manage the Excess Earnings Fund in accordance with the provisions of the Nonarbitrage
Certificate. Amounts on deposit in the Excess Earnings Fund shall only be applied to payments
made to the United States or otherwise transferred to other accounts or funds established
hereunder in accordance with the Nonarbitrage Certificate.
SECTION 21. Payment of Costs of Issuance. Proceeds of the sale of the 2010 Bonds
in an amount not to exceed 2% of the principal amount of the 2010 Bonds, and proceeds of the
sale of the 2012 Bonds in an amount not to exceed 2% of the principal amount of the 2012
Bonds, in each case necessary to pay certain costs of issuing the Bonds may be deposited in the
fund of the District known as the “West Contra Costa Unified School District General Obligation
Bonds, 2020 Costs of Issuance Fund” (the “Costs of Issuance Fund”) which may be comprised
of separate accounts to pay Costs of Issuance of the 2010 Bonds and the 2012 Bonds and shall be
kept separate and distinct from all other District funds, and those proceeds shall be used solely
for the purpose of paying Costs of Issuance of the Bonds. The Cost of Issuance Fund may be
held and administered by the Paying Agent. Notwithstanding the foregoing, all or a portion of
the Costs of Issuance may be paid by the Underwriters, by the Paying Agent or by a fiscal agent
designated for such purpose. Any amounts remaining in the Costs of Issuance Fund following
the earlier of the day which is 180 days following the Date of Delivery or the date on which the
final invoice for Costs of Issuance is paid, as directed by the District, shall be transferred to each
Building Fund on a pro rata basis and used for costs of the Projects. Any Underwriters’
discount on the Bonds may be retained from original issue premium obtained from the sale,
pursuant to the terms of the Contract of Purchase. Notwithstanding the foregoing, all or a
portion of the Costs of Issuance may be paid by the Underwriters, by the Paying Agent, or by a
fiscal agent designated for such purpose. Any amounts retained for payment of Costs of Issuance
and returned to the District pursuant to the Certificate of Award shall be transferred to the
applicable Debt Service Fund.
SECTION 22. Negotiated Sale/Method of Sale. Pursuant to the District Resolution,
the District has requested that the Bonds shall be sold by negotiated sale to the Underwriters
4846-6182-0347.6
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inasmuch as: (i) such a sale will allow the District to integrate and coordinate the sale of the
Bonds with other public financings undertaken, or to be undertaken, by the District in order to
fund its public education facilities; (ii) such a sale will allow the District to utilize the services of
consultants who are familiar with the financial needs, status and plans of the District; (iii) such a
sale will allow the District to control the timing of the sale of the Bonds to the municipal bond
market and, potentially, take advantage of interest rate opportunities for favorable sale of the
Bonds to such market and to the taxpayers of the District; (iv) such a sale will provide an
increased ability to structure the Bonds to fit the needs of particular purchasers; and (v) such a sale
will enhance the opportunity for the Underwriters to pre-market the Bonds to potential purchasers,
including local residents, prior to the sale of the Bonds.
SECTION 23. Engagement of Consultants; Parameters of Sale. Pursuant to the
District Resolution, Nixon Peabody LLP has been selected as the District’s Bond Counsel and
Disclosure Counsel, J.P. Morgan Securities LLC and Raymond James & Associates, Inc., have
been selected as Underwriters, and KNN Public Finance, LLC has been selected as Municipal
Advisor with respect to the authorization, sale and issuance of the Bonds. The estimated Costs
of Issuance associated with the sale of the Bonds are approximately 0.5% of the initial Principal
Amount of the Bonds, which include those fees and expenses described in the definition thereof
and provided for under the Authorizing Law. In addition, the Underwriters’ discount, which is
not included in the percentage above, shall not be greater than 0.3725% of the par amount
thereof. An estimate of the itemized fees and expenses is on file with the Superintendent.
If an Authorized Officer of the District determines it to be in the best interest of the
District, based on market conditions at the time of sale of the Bonds, bond insurance or other
credit enhancement shall be obtained with respect to the Bonds or any series or portion thereof.
If bond insurance or other credit enhancement with respect to the Bonds is obtained, such
Authorized Officer and an Authorized Officer of the County are hereby authorized to make such
changes to the documents approved by this Resolution as such officers and agents may approve
as being in the best interest of the District, such action to be conclusively evidenced by the
execution and delivery thereof.
SECTION 24. Establishment of Additional Funds and Accounts. If at any time it is
deemed necessary or desirable by the District, the Treasurer, the Auditor-Controller, the County
Office of Education, or the Paying Agent, the District may request the County to establish
additional funds under this Resolution and/or accounts within any of the funds or accounts
established hereunder.
SECTION 25. Request for Necessary County Actions. The Auditor-Controller, the
Treasurer, and other officials of the County, are hereby directed to take and authorize such
actions as may be necessary pursuant to law to provide for the levy and collection of a property
tax on all taxable property of the District sufficient to provide for payment of all Principal of,
redemption premium, if any, and interest on the Bonds as the same shall become due and payable
as necessary for the payment of the Bonds, and the Clerk of the Board is hereby authorized and
directed to deliver certified copies of this Resolution to the Clerk of the District Board. The
District has, pursuant to the District Resolution, agreed to reimburse the County for any costs
associated with the levy and collection of said tax, upon such documentation of said costs as the
County shall reasonably request.
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SECTION 26. Redemption. The Bonds shall be subject to redemption as provided in
the Contract of Purchase.
SECTION 27. Selection of Bonds for Redemption.
(a) Whenever provision is made in this Resolution or in the Contract of
Purchase for the redemption of the Bonds and less than all Outstanding Bonds are to be
redeemed, the Paying Agent, upon written instruction from the District given at least 45 days
prior to the payment date designated for such redemption, shall select maturities of Bonds for
redemption in the manner directed by the District.
(b) With respect to any series of Bonds, the Paying Agent shall select such
Bonds for redemption as directed by the District, or, in the absence of such direction, in inverse
order of maturity and within a maturity within such series, by lot. Within a maturity, the Paying
Agent will select 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 Bond to be redeemed
in part shall be in the Principal Amount of $5,000 or any integral multiple thereof.
(c) In the event that a Term Bond is optionally redeemed, the Principal
amount of each remaining sinking fund payment with respect to such Term Bond will be reduced
as directed by the District in the aggregate amount equal to the amount so redeemed.
SECTION 28. Notice of Redemption. When redemption is authorized or required
pursuant to this Resolution or the Contract of Purchase, the Paying Agent, upon written
instruction from the District given at least 45 days prior to the payment date designated for such
redemption, shall give notice (each, a “Redemption Notice”) of the redemption of the Bonds.
Such Redemption Notice shall specify: (a) the Bonds or designated portions thereof (in the case
of redemption of the 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 Bonds to be redeemed, (f) the Bond numbers of the Bonds to be redeemed in whole or in
part and, in the case of any Bond to be redeemed in part only, the Principal Amount of such
Bond to be redeemed, and (g) the original issue date, interest rate and stated maturity date of
each Bond to be redeemed in whole or in part. Such Redemption Notice shall further state (a)
that on the specified date there shall become due and payable upon each Bond or portion thereof
being redeemed the redemption price, together with the interest accrued to the redemption date,
and (b) that from and after such date interest with respect thereto shall cease to accrue and be
payable.
The Paying Agent shall take the following actions with respect to such
Redemption Notice:
(a) At least 20 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 first class mail, postage prepaid, at their addresses appearing on the Bond Register, and to the
MSRB.
4846-6182-0347.6
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(b) In the event that the Bonds shall no longer be held in book-entry-only
form, at least 35 but not more than 45 days before the redemption date, such Redemption Notice
shall be given (x) by (i) first-class mail, postage prepaid, (ii) telephonically confirmed facsimile
transmission, or (iii) overnight delivery service, to each of the Securities Depositories, and (y)
(i) first-class mail, postage prepaid, or (ii) overnight delivery service, to the MSRB.
Neither failure to receive 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 Bonds. Each check issued or other transfer of funds made by the Paying Agent for
the purpose of redeeming Bonds shall bear the CUSIP number identifying, by issue and maturity,
the Bonds being redeemed with the proceeds of such check or other transfer.
SECTION 29. Partial Redemption of Bonds. Upon the surrender of any Bond
redeemed in part only, the Paying Agent shall execute and deliver to the Owner thereof a new
Bond or Bonds of like tenor and maturity and of authorized denominations equal in Principal
Amounts to the unredeemed portion of the Bond surrendered. Such partial redemption shall be
valid upon payment of the amount required to be paid to such Owner, and the District shall be
released and discharged thereupon from all liability to the extent of such payment.
SECTION 30. Conditional Notice of Redemption. Any Redemption Notice given
hereunder may be made conditional upon the satisfaction of certain conditions and/or the receipt
of sufficient moneys to pay the redemption price of the designated Bonds and may be rescinded
by the District at any time prior to the scheduled date of redemption by so notifying the Paying
Agent, who shall notify the Owners of affected Bonds and the MSRB in the event such
conditions are not met or are not expected to be met and/or such funds are not received or are not
expected to be received, in the same manner in which the Redemption Notice was originally
given. In the event that such Redemption Notice contains such a condition and such moneys are
not so received and/or such conditions are not met, the redemption shall not be made and the
Paying Agent shall, within a reasonable time thereafter give notice, to the persons to whom and
in the manner in which the Redemption Notice was given, that such moneys were not so received
and/or such condition was not met.
SECTION 31. 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 respective Debt Service Fund or deposited with a duly
appointed escrow agent, in trust, the 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 Bonds to be
redeemed as provided in this Resolution and the Contract of Purchase, together with interest to
such redemption date, shall be held by the Paying Agent or deposited with a duly appointed
escrow agent, in trust, so as to be available therefor on such redemption date, and any conditions
to such redemption described in the Redemption Notice shall be met and if notice of redemption
thereof shall have been given as aforesaid, then from and after such redemption date, interest on
the Bonds to be redeemed shall cease to accrue and become payable. All money held by or on
behalf of the Paying Agent for the redemption of Bonds shall be held in trust for the account of
the Owners of the Bonds so to be redeemed.
4846-6182-0347.6
21
All Bonds paid at maturity or redeemed prior to maturity pursuant to the
provisions of this Resolution and the Contract of Purchase shall be cancelled upon surrender
thereof and delivered to or upon the order of the District. All or any portion of a Bond purchased
by the District shall be cancelled by the Paying Agent upon written notice by the District given
to the Paying Agent.
SECTION 32. Paying Agent; Appointment and Acceptance of Duties.
(a) The Bank of New York Mellon Trust Company, N.A., is hereby appointed
as the initial authenticating agent, bond registrar, transfer agent and paying agent (collectively,
the “Paying Agent”) for the Bonds. All fees and expenses incurred for services of the Paying
Agent, including its third-party agents, shall be the sole responsibility of the District and may be
paid from the annual ad valorem property tax levy supporting the Bonds. The Paying Agent
shall keep accurate records of all funds administered by it and all of the Bonds paid and
discharged by it.
(b) Unless otherwise provided, the office of the Paying Agent designated by
the Paying Agent shall be the place for the payment of Principal of, premium, if any, and interest
on the Bonds.
SECTION 33. Liability of Paying Agent. The Paying Agent makes no
representations as to the validity or sufficiency of this Resolution or of any Bonds issued
hereunder or as to the security afforded by this Resolution, and the Paying Agent shall incur no
liability in respect hereof or thereof.
SECTION 34. Evidence on Which Paying Agent May Act. The Paying Agent, upon
receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or
other paper or document furnished to it pursuant to any provision of this Resolution, shall
examine such instrument to determine whether it conforms to the requirements of this Resolution
and shall be protected in acting upon any such instrument believed by it to be genuine and to
have been signed or presented by the proper party or parties. The Paying Agent may consult
with counsel, who may or may not be counsel to the District, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered
by it under this Resolution in good faith and in accordance therewith.
SECTION 35. Compensation. The District shall pay to the Paying Agent from time
to time reasonable compensation for all services rendered under this Resolution, and also all
reasonable expenses, charges, counsel fees and other disbursements, including those of its
attorneys, agents, and employees, incurred in and about the performance of their powers and
duties under this Resolution, all of which may, pursuant to Education Code Section 15232, be
paid from the County’s annual levy of ad valorem property taxes.
SECTION 36. Ownership of Bonds Permitted. The Paying Agent or the
Underwriters may become the Owner of any Bonds.
4846-6182-0347.6
22
SECTION 37. Resignation or Removal of Paying Agent and Appointment of
Successor.
(a) The initially appointed Paying Agent, or any successor Paying Agent, may
resign from service as Paying Agent at any time. Prior to such resignation, a new Paying Agent
shall be appointed by the District in accordance with applicable law, which shall be the Treasurer
or a bank or trust company doing business in and having a corporate trust office in Dallas, Texas,
Los Angeles or San Francisco, California, with at least $100,000,000 in net assets. Such
successor Paying Agent shall signify the acceptance of its duties and obligations hereunder by
executing and delivering to the District a written acceptance thereof. Resignation of the initial or
a successor Paying Agent shall be effective upon appointment and acceptance of a successor
Paying Agent.
(b) Any Paying Agent appointed may resign from service as Paying Agent
and may be removed at any time by the District as provided in the Paying Agent’s service
agreement. If at any time the Paying Agent shall resign or be removed, a new Paying Agent
shall be appointed in accordance with applicable law, which shall be either the Treasurer or a
bank or trust company doing business in and having a corporate trust office in Dallas, Texas, Los
Angeles or San Francisco, California, with at least $100,000,000 in net assets. The Paying Agent
shall keep accurate records of all funds administered by it and of all Bonds paid and discharged
by it. Such records will be provided, upon reasonable request, to the County and the District in a
format mutually agreeable to the Paying Agent, the District and the County. Such successor
Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing
and delivering to the District a written acceptance thereof. Resignation or removal of the Paying
Agent shall be effective upon appointment and acceptance of a successor Paying Agent.
(c) 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. The District shall promptly provide notice of the name and principal corporate trust
office address of the Paying Agent appointed to replace any resigned or removed Paying Agent
to the Owners of the Bonds by first-class mail, postage prepaid, at their addresses appearing on
the Bond Register.
SECTION 38. Investment of Certain Funds. Moneys held in all funds and accounts
established hereunder shall be invested and reinvested in Authorized Investments in accordance
with the Treasurer’s Investment Policy to the fullest extent practicable as shall be necessary to
provide moneys when needed for payments to be made from such funds and accounts, subject to
any conditions in the Nonarbitrage Certificate. Nothing in this Resolution shall prevent any
investment securities acquired as investments of funds held hereunder from being issued or held
in book entry form on the books of the Department of Treasury of the United States. All
investment earnings on amounts on deposit in each Debt Service Fund shall remain on deposit in
such fund.
SECTION 39. Valuation and Sale of Investments. Obligations purchased as an
investment of moneys in any fund or account shall be deemed at all times to be a part of such
fund or account. Profits or losses attributable to any fund or account shall be credited or charged
to such fund or account. In computing the amount in any fund or account created under the
4846-6182-0347.6
23
provisions of this Resolution for any purpose provided in this Resolution, obligations purchased
as an investment of moneys therein shall be valued at cost, plus, where applicable, accrued
interest.
SECTION 40. Supplemental Resolutions with Consent of Owners. This Resolution,
and the rights and obligations of the County, the District and of the Owners of the Bonds issued
hereunder, may be modified or amended at any time by a Supplemental Resolution adopted by
the Board at the request of the District with the written consent of the Owners owning at least
60% in aggregate Principal Amount of the Outstanding Bonds, exclusive of Bonds, if any,
owned by the District. Notwithstanding the foregoing, no such modification or amendment shall,
without the express consent of the Owner of each Bond affected, reduce the Principal Amount of
any Bond, reduce the interest rate payable thereon, advance the earliest redemption date thereof,
extend its maturity or the times for paying interest thereon or change the monetary medium in
which Principal and interest is payable, nor shall any modification or amendment reduce the
percentage of consents required for amendment or modification. No such Supplemental
Resolution shall change or modify any of the rights or obligations of any Paying Agent without
its written assent thereto. Notwithstanding anything herein to the contrary, no such consent shall
be required if the Owners are not directly and adversely affected by such amendment or
modification.
SECTION 41. Supplemental Resolutions Effective Without Consent of Owners. For
any one or more of the following purposes and at any time or from time to time, a Supplemental
Resolution of the County may be adopted, which, without the requirement of consent of the
Owners, shall be fully effective in accordance with its terms:
(a) To add to the covenants and agreements to be observed by the District
which are not contrary to or inconsistent with this Resolution as theretofore in effect;
(b) To add to the limitations and restrictions in this Resolution, other
limitations and restrictions to be observed by the District which are not contrary to or
inconsistent with this Resolution as theretofore in effect;
(c) To confirm as further assurance, any pledge under, and the subjection to
any lien or pledge created or to be created by this Resolution, of any moneys, securities or funds,
or to establish any additional funds, or accounts to be held under this Resolution;
(d) To cure any ambiguity, supply any omission, or cure to correct any defect
or inconsistent provision in this Resolution; or
(e) To amend or supplement this Resolution in any other respect, provided
such Supplemental Resolution does not, in the opinion of Bond Counsel, adversely affect the
interests of the Owners.
SECTION 42. Effect of Supplemental Resolution. Any act done pursuant to a
modification or amendment so consented to shall be binding upon the Owners of all the Bonds
and shall not be deemed an infringement of any of the provisions of this Resolution, whatever
the character of such act may be, and may be done and performed as fully and freely as if
expressly permitted by the terms of this Resolution, and after consent relating to such specified
4846-6182-0347.6
24
matters has been given, no Owner shall have any right or interest to object to such action or in
any manner to question the propriety thereof or to enjoin or restrain the District or any officer or
agent thereof from taking any action pursuant thereto.
SECTION 43. Discharge and Defeasance. If any or all Outstanding Bonds shall be
paid and discharged in any one or more of the following ways:
(a) by paying or causing to be paid the Principal, premium, if any, and interest
on such Bonds, and when the same become due and payable;
(b) by depositing with the Paying Agent or with a duly appointed escrow
agent, in trust, at or before maturity, cash which, together with the amounts then on deposit in the
escrow fund and amounts transferred from or on deposit in the related Debt Service Fund (and
the accounts therein other than amounts that are not available to pay Debt Service), together with
the interest to accrue thereon without the need for further investment, is fully sufficient to pay
such Bonds at maturity or earlier redemption thereof, including any principal, premium, if any,
and all interest thereon, notwithstanding that any Bonds shall not have been surrendered for
payment; or
(c) by depositing with an institution that meets the requirements of serving as
successor Paying Agent pursuant to Section 37, selected by the District, in trust, lawful money or
noncallable direct obligations issued by the United States Treasury (including State and Local
Government Series) or obligations which are unconditionally guaranteed by the United States of
America and permitted under Section 149(b) of the Code and Regulations which, in the opinion
of Bond Counsel, will not impair the exclusion from gross income for federal income tax
purposes of interest on the Bonds, in such amount as will, together with the interest to accrue
thereon without the need for further investment, be fully sufficient, as fully verified by the report
of an independent certified public accountant, to pay and discharge such Bonds at maturity or
earlier redemption thereof, for which notice has been given or provided for, including any
premium and all interest thereon, notwithstanding that any Bonds shall not have been
surrendered for payment;
then all obligations of the County, the District and the Paying Agent under this Resolution with
respect to such Bonds shall cease and terminate, except only the obligation of the Paying Agent
to pay or cause to be paid to the Owners of such Bonds all sums due thereon, and the obligation
of the District to pay to the Paying Agent amounts owing to the Paying Agent under Section 35
hereof.
SECTION 44. Approval of Actions; Miscellaneous.
(a) The Authorized Officers of the County are hereby authorized and directed,
jointly and severally, to do any and all things and to execute and deliver any and all certificates,
statements, disclosures, notices, contracts, agreements, and other documents which they may
deem necessary or advisable in order to proceed with the sale and issuance of the Bonds or
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.
4846-6182-0347.6
25
(b) The County, the Board, and their officers, agents, and employees shall not
be responsible for any proceedings or the preparation or contents of any resolutions, certificates,
statements, disclosures, notices, contracts, or other documents relating to the sale and issuance of
the Bonds.
(c) The Principal Amount of and redemption premium, if any, and interest on
the Bonds shall not constitute debt or an obligation of the County, the Board or the officers,
agents, or employees, and the County, the Board, and the officers, agents, and employees thereof
shall not be liable thereon. In no event shall the Principal of, redemption premium, if any, or
interest on any Bond be payable out of any funds or property of the County.
(d) The District has agreed, pursuant to the District Resolution, to 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 issuance and sale of the Bonds, or related to the proceedings for sale, award, issuance and
delivery of the Bonds in accordance therewith and herewith. The District has also agreed,
pursuant to the District Resolution, to reimburse any such Indemnified Parties for any legal or
other expenses incurred in connection with investigating or defending any such claims or actions.
(e) Neither the Board of Supervisors nor any officer of the County has
prepared or reviewed the Official Statement, and the 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 funds of the District held by the County Treasurer-Tax Collector, the County Treasurer-
Tax Collector is hereby authorized and directed to prepare and review such information for
inclusion in the District’s Official Statement and in the Preliminary Official Statement, and to
certify in writing prior to or upon the issuance of the 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.
(f) Notwithstanding anything to the contrary contained herein in the Bonds or
in any other document mentioned herein, neither the County nor the Board shall have any
liability hereunder or by reason hereof or in connection with the transactions contemplated
hereby and the Bonds shall be payable solely from the moneys of the District available therefore
as set forth in this Resolution.
SECTION 45. Conflicts. If there is any inconsistency or conflict between any
provision of this Resolution and any provision of the Contract of Purchase, the Contract of
Purchase prevails to the extent of the inconsistency or conflict. If there is any inconsistency or
conflict between any provision of this Resolution and any provision of the Nonarbitrage
Certificate, the Nonarbitrage Certificate prevails to the extent of the inconsistency or conflict.
SECTION 46. Effective Date. This Resolution shall take effect immediately upon its
passage.
4846-6182-0347.6
A-1
EXHIBIT A
FORM OF BOND
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AS DEFINED IN THE RESOLUTION) TO THE BOND REGISTRAR FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
STATE OF CALIFORNIA COUNTY OF CONTRA COSTA
REGISTERED REGISTERED
No. ____
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
(COUNTY OF CONTRA COSTA, CALIFORNIA)
GENERAL OBLIGATION BONDS
[2010][2012] ELECTION, 2020 SERIES [F][E]
Interest Rate: Maturity Date: Dated Date: CUSIP:
___% August 1, 20__ Date of Delivery
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The West Contra Costa Unified School District (the “District”), a unified school district
duly organized and existing under the laws of the State of California, located within the County
of Contra Costa (the “County”), State of California (the “State”), for value received, hereby
acknowledges itself indebted and promises to pay to the Registered Owner named above, or
registered assigns, the Principal Amount set forth above, on the Maturity Date set forth above,
together with interest thereon from the Dated Date set forth above until the Principal Amount
hereof shall have been paid or provided for, in accordance with the Resolution hereinafter
referred to, at the Interest Rate set forth above. Interest on this Bond is payable on August 1,
2020, and semiannually thereafter on the first day of February and August (each, an “Interest
Payment Date”) in each year to the registered owner hereof (the “Owner”) from the Interest
Payment Date preceding the date on which this Bond is registered (unless it is registered after the
close of business on the fifteenth calendar day of the month preceding any Interest Payment Date
(a “Record Date”) and before the close of business on the immediately following Interest
Payment Date, in which event it shall bear interest from such following Interest Payment Date,
or unless this Bond is registered prior to the close of business on July 15, 2020, in which event it
shall bear interest from its date; provided, however, that if at the time of registration of this Bond,
4846-6182-0347.6
A-2
interest hereon is in default, interest hereon shall be payable from the Interest Payment Date to
which interest has previously been paid or made available for payment. The Principal Amount
hereof is payable at the office of the Bank of New York Mellon Trust Company, N.A., as initial
paying agent (the “Paying Agent”), in Dallas, Texas. The interest hereon is payable by check or
draft mailed by first-class mail to each Owner, at his or her address as it appears on the
registration books kept by the Paying Agent as of the Record Date, or by wire transfer to any
Owner of $1,000,000 aggregate principal amount of such Bonds, to the account specified by
such Owner in a written request delivered to the Paying Agent on or prior to the Record Date for
such Interest Payment Date; provided, however, that payments of defaulted interest shall be
payable to the person in whose name such Bond is registered at the close of business on a special
record date fixed therefor by the Paying Agent which shall not be more than fifteen days and not
less than ten days prior to the date of the proposed payment of defaulted interest
The Bonds of this issue are comprised of $__________ principal amount of Bonds. This
Bond is issued by the County on behalf of the District under and in accordance with the
provisions of collectively, (i) Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the
Government Code of the State; (ii) applicable provisions of the Education Code of the State; and
(iii) Article XIIIA of the California Constitution, and pursuant to the Resolution of the Board of
Education of the District approved on May 6, 2020 (the “District Resolution”) and a resolution of
the Board of Supervisors of the County adopted on May 26, 2020 (the “County Resolution”).
Reference is hereby made to the County Resolution, a copy of which is on file at the District, for
a description of the terms on which the Bonds are delivered, and the rights thereunder of the
Owners of the Bonds and the rights and duties of the Paying Agent and the District, to all of the
provisions of which the Owner of this Bond, by acceptance hereof, assents and agrees. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set
forth in the County Resolution. The Bonds were authorized at an election conducted on [June 8,
2010][November 6, 2012], by a vote of more than 55% of the qualified electors of the District
voting on the proposition at a general election held therein to determine whether such Bonds
should be issued.
Reference is made to the 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 Owners,
and the terms and conditions upon which the Bonds are issued and secured. The Owner of this
Bond assents, by acceptance hereof, to all of the provisions of the Resolution.
This Bond is a general obligation of the District, payable as to both principal and interest
from ad valorem taxes which, under the laws now in force, may be levied without limitation as
to rate or amount upon all of the taxable property in the District. Neither the payment of the
principal of this Bond, or any part thereof, nor any interest or premium hereon constitute a debt,
liability or obligation of the County.
[The Bonds maturing on or before August 1, 20__, are not subject to redemption prior to
their maturity dates. The Bonds maturing on or after August 1, 20__, may be redeemed before
maturity at the option of the District, from any source of funds on August 1, 20__, or on any date
thereafter as a whole or in part, at a redemption price equal to the principal amount of the Bonds
called for redemption, together with interest accrued thereon to the date of redemption, without
4846-6182-0347.6
A-3
premium. For the purposes of such selection, Bonds will be deemed to consist of $5,000
portions by principal amount, and any such portion may be separately redeemed.]
[The Bonds maturing on August 1, 20__, are subject to mandatory sinking fund
redemption on August 1 of each year, commencing August 1, 20__, in the following principal
amounts, at a redemption price of par, plus accrued interest to the redemption date:]
Mandatory Sinking Fund
Payment Date
(August 1)
Mandatory Sinking
Fund Payment
20__ $
20__
20__
20__
Whenever provision is made for the redemption of Bonds and less than all the
outstanding Bonds are to be redeemed, the Paying Agent, upon written direction from the
District, shall select the Bonds to be redeemed in such order as the District may select. Within a
maturity, the Paying Agent shall select the Bonds, as directed by the District, or in the absence of
such direction by lot. Redemption by lot shall be in such manner as the Paying Agent shall
determine; provided, however, that the portion of any Bond to be redeemed in part shall be
redeemed in the principal amount of $5,000 or any integral multiple thereof.
This Bond is issued in fully registered form. Registration of this Bond is transferable by
the Owner hereof, in person or by his attorney duly authorized in writing, at the aforesaid offices
of the Paying Agent, but only in the manner, subject to the limitations, and upon payment of the
charges, provided in the Resolution and upon surrender and cancellation of this Bond. Upon such
registration of transfer, a new Bond or Bonds of like tenor and maturity in the same Principal
Amount and in authorized denominations will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the Owner hereof as the absolute owner hereof for
all purposes, whether or not this Bond shall be overdue, and shall not be affected by any notice to
the contrary.
The Paying Agent shall not be required to register the transfer or exchange of any Bond
(i) during the period beginning at the close of business on any Record Date through the close of
business on the immediately following Interest Payment Date, or (ii) that has been called or is
subject to being called for redemption, during a period beginning at the opening of business 15
days before any selection of Bonds to be redeemed through the close of business on the
applicable redemption date, except for the unredeemed portion of any Bond to be redeemed only
in part.
The rights and obligations of the District and of the owners of the Bonds may be
modified or amended at any time by a supplemental resolution adopted by the District with the
written consent of owners of at least 60% in aggregate Principal Amount of the Outstanding
Bonds, exclusive of Bonds, if any, owned by the District; provided, however, that no such
modification or amendment shall, without the express consent of the Owner of each Bond
4846-6182-0347.6
A-4
affected, reduce the Principal Amount of any Bond, reduce the interest rate payable thereon,
advance the earliest redemption date thereof, extend its maturity or the times for paying interest
thereon or change the monetary medium in which the principal and interest is payable, nor shall
any modification or amendment reduce the percentage of consents required for amendment or
modification hereof.
A supplemental resolution of the District may be adopted, which, without the requirement
of consent of the registered owners, shall be fully effective in accordance with its terms: (1) to
add to the covenants and agreements of the District in the Resolution, other covenants and
agreements to be observed by the District which are not contrary to or inconsistent with the
Resolution as theretofore in effect; (2) to add to the limitations and restrictions in the Resolution,
other limitations and restrictions to be observed by the District which are not contrary to or
inconsistent with the Resolution as theretofore in effect; (3) to confirm as further assurance, any
pledge under, and the subjection to any lien or pledge created or to be created by the Resolution,
of any moneys, securities or funds, or to establish any additional funds or accounts to be held
under the Resolution; (4) to cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in the Resolution; or (5) to amend or supplement the Resolution
in any other respect, provided such supplemental resolution does not, in the opinion of nationally
recognized bond counsel, adversely affect the interests of the owners.
The County Resolution contains provisions permitting the District to make provision for
the payment of the Principal Amount of and premium, if any, and interest on any of the Bonds so
that the Bonds shall no longer be deemed to be outstanding under the terms of the County
Resolution.
If this Bond is called for redemption and the Principal Amount of this Bond, plus
premium, if any, and accrued interest due hereon are duly provided therefor as specified in the
County Resolution, then interest shall cease to accrue hereon from and after the date fixed for
redemption.
This Bond shall not become valid or obligatory for any purpose until the Certificate of
Authentication hereon endorsed shall have been dated and executed manually by the Paying
Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that an election was duly
and legally called, held and conducted, and the notices thereof duly given, and the results thereof
canvassed and declared in accordance with the provisions of the Authorizing Law and that all of
the proceedings of the Board of Supervisors of the County in the matter of the issuance of this
Bond were regular and in strict accordance with the provisions of the Authorizing Law,
including the Constitution of the State of California, that the total bonded indebtedness of the
District, including the issue of which this Bond is a part, does not exceed any limit prescribed by
said Act, and that due provision has been made for levying and collecting ad valorem property
taxes on all of the taxable property within the District (except for certain property which is
taxable at limited rates) in an amount sufficient to pay Principal and interest when due.
[Reminder of this page is blank.]
4846-6182-0347.6
A-5
IN WITNESS WHEREOF, the County of Contra Costa, California, has caused this Bond
to be executed on behalf of the West Contra Costa Unified School District, in their official
capacities by the manual or facsimile signatures of the Chairperson of the Contra Costa County
Board of Supervisors, and the manual or facsimile signature of the Contra Costa County
Treasurer-Tax Collector, and countersigned by the manual or facsimile signature of the Clerk of
the Contra Costa County Board of Supervisors, as of the date stated above.
[SEAL] CONTRA COSTA COUNTY, CALIFORNIA
-EXHIBIT-
By:
Chairman, Board of Supervisors
-EXHIBIT-
By:
Treasurer-Tax Collector
COUNTERSIGNED:
-EXHIBIT-
By:
Clerk of the Board of Supervisors
4846-6182-0347.6
A-6
The following Certificate of Authentication shall be printed on each Bond:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Resolution of the Board of
Supervisors of the County of Contra Costa.
DATED: __________, 2020 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
-EXHIBIT-
By:
Authorized Officer
4846-6182-0347.6
A-7
[STATEMENT OF INSURANCE]
4846-6182-0347.6
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner hereby sells, assigns and
transfers unto
Name of Transferee:
Address for Payment of Interest:
Social Security Number or other Tax Identification No.:
the within-mentioned Bond and hereby irrevocably constitutes and appoints attorney, to transfer
the same on the books of the Paying Agent with full power of substitution in the premises.
Registered Owner
Dated: NOTICE: The signature on this Assignment
must correspond with the name as written on
the face of the within Bond in every
particular, without alteration or enlargement
or any change whatsoever.
-EXHIBIT-
Signature
guaranteed
[Bank, Trust Company or Firm]
-EXHIBIT-
By:
Authorized Officer
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company.
4846-6182-0347.6
B-1
EXHIBIT B
FORM OF CONTRACT OF PURCHASE