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80612901.1 2
“Authorized Investments” shall mean legal investments authorized by
Section 53601 of the Government Code of the State of California, as in effect on the date such
investments are made.
“Authorizing Law” shall mean, collectively, (i) Chapter 2, Part 10, Division 1,
Title 1.5 of the Education Code of the State of California (commencing with Section 15264), as
amended and (ii) Article XIIIA of the California Constitution.
“Bond Obligation” shall mean from time to time as of the date of calculation the
Principal Amount thereof.
“Bond Register” shall mean the books referred to in Section 14 of this Resolution.
“Bond Purchase Agreement” shall mean the Contract of Purchase by and among
the County, the District and the Representative of the Underwriters relating to the Bonds.
“Bonds” shall mean the Mt. Diablo Unified School District General Obligation
Bonds, 2010 Election, 2012 Series E, as further designated as one or more series of Bonds,
issued and delivered pursuant to this Resolution.
“Bond Year” shall mean the twelve-month period commencing August 1 in any
year and ending on the last day of July in the next succeeding year, both dates inclusive, or as
otherwise set forth in the Contract of Purchase; provided, however, that the first Bond Year shall
commence on the day the Bonds are issued and shall end on July 31, 2012, both dates inclusive,
or as otherwise set forth in the Contract of Purchase.
“Building Fund” shall mean the general obligation building fund established in
connection with the issuance by the County of the Bonds by the Superintendent of Schools at the
direction of the District and administered by the County Office of Education.
“Business Day” shall mean a day that 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.
“Chair of the Board of Supervisors” shall mean the Chair, Chairperson, Chairman
or Mayor of the Board of Supervisors of the County of Contra Costa.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Costs of Issuance” shall mean all of the costs of issuing the Bonds, including but
not limited to, all printing and document preparation expenses in connection with this
Resolution, the Bonds and the Official Statement pertaining to the Bonds and any and all other
agreements, instruments, certificates or other documents prepared in connection therewith;
underwriters’ discount; rating organization fees and related travel expenses; auditor’s fees;
CUSIP service bureau charges; legal fees and expenses of counsel with respect to the financing;
the initial fees and expenses of the Paying Agent; fees for credit enhancement relating to the
Bonds, if any; and other fees and expenses incurred in connection with the issuance of the Bonds
Body of Resolution No. 2012/215
80612901.1 3
or the implementation of the financing for the Projects, to the extent such fees and expenses are
approved by the District.
“County” shall mean the County of Contra Costa, California.
“County Board” shall mean the Board of Supervisors of the County.
“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 the
operational and disbursement functions hereunder.
“Debt Service” shall have the meaning given to that term in Section 18(c) of this
Resolution.
“Debt Service Fund” shall mean the Debt Service Fund established pursuant to
Section 18(a) of this Resolution.
“Depository” shall mean DTC and its successors and assigns or if (a) the then
Depository resigns from its functions as securities depository of the Bonds, or (b) the County
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 and which is selected by the Treasurer.
“DTC” shall mean The Depository Trust Company, New York, New York, and its
successors and assigns.
“Excess Earnings Fund” shall mean the Excess Earnings Fund established
pursuant to Section 19 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 in effect for the District.
“Information Services” shall mean Financial Information, Inc.’s “Daily Called
Special Service,” 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention:
Editor; Moody’s “Municipal and Government,” 7 World Trade Center, 250 Greenwich Street,
New York, New York 10007, Attention: Municipal News Reports; and Xcitek’s “Called Bond
Service,” 5 Hanover Square, New York, New York 10004, Attention: Bond Redemption Group;
and, in accordance with then current guidelines of the Securities and Exchange Commission,
such other addresses and/or such other services providing information with respect to called
bonds as the County may designate in a certificate of the County delivered to the Paying Agent.
“Interest Payment Date” shall mean February 1 and August 1 in each year, or as
otherwise specified in the Bond Purchase Agreement, commencing on the date specified in the
Bond Purchase Agreement.
“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
Body of Resolution No. 2012/215
80612901.1 4
organization for any reason, the term “Moody’s” shall be deemed to refer to any other nationally
recognized securities rating organization selected by the District.
“Nominee” shall mean the nominee of the Depository, which may be the
Depository, as determined from time to time by the Depository.
“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 hereof,
(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 38 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 Wells Fargo Bank National Association, its
successors or assigns, acting in the capacity of paying agent, registrar, authenticating agent and
transfer agent.
“Pledged Moneys” shall have the meaning given to that term in Section 17 of this
Resolution.
“Principal” or “Principal Amount” shall mean, as of any date of calculation, the
principal amount thereof.
“Principal Payment Date” shall mean August 1 in each year, or as otherwise
specified in the Contract of Purchase, commencing on the date specified in the Contract of
Purchase.
“Projects” shall have the meaning given to that term in Section 7 of this
Resolution.
“Project Costs” shall mean all of the expenses of and incidental to the
construction or acquisition of the Projects, including 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.
“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
Body of Resolution No. 2012/215
80612901.1 5
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 Internal Revenue Code of 1954, as amended.
“Representative” shall mean Stifel, Nicolaus & Company, Incorporated dba Stone
& Youngberg a Division of Stifel Nicolaus, on behalf of the Underwriters.
“Resolution” shall mean this Resolution.
“S&P” shall mean Standard & Poor’s, a division of the McGraw-Hill Companies,
its successors and assigns, except that if such corporation shall no longer perform the functions
of a securities rating organization for any reason, the term “S&P” shall be deemed to refer to any
other nationally recognized securities rating organization selected by the District.
“Securities Depositories” shall mean The Depository Trust Company, 55 Water
Street, New York, New York 10041, Fax (212) 855-1000 or 7320; and, in accordance with then
current guidelines of the Securities and Exchange Commission, such other addresses and/or such
other securities depositories as the County may designate in a certificate of the County delivered
to the Paying Agent.
“State” shall mean the State of California.
“Superintendent of Schools” shall mean the Superintendent of Schools of the
County.
“Supplemental Resolution” shall mean any resolution supplemental to or
amendatory of this Resolution, adopted by the County in accordance with Section 35 or
Section 36 hereof.
“Tax Certificate” shall mean a certificate as to arbitrage of the District delivered
in connection with the issuance of the Bonds.
“Transfer Amount” shall mean the aggregate Principal Amount thereof.
“Treasurer” shall mean the Treasurer-Tax Collector of the County or any
authorized deputy thereof.
“Underwriter” or “Underwriters” shall mean Stifel, Nicolaus & Company,
Incorporated dba Stone & Youngberg a Division of Stifel Nicolaus, as Representative (the
“Representative”) of itself and George K. Baum & Company.
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.
Body of Resolution No. 2012/215
80612901.1 6
SECTION 3. Authority for this Resolution. This Resolution is adopted pursuant
to the provisions of the Authorizing Law.
SECTION 4. Reserved.
SECTION 5. Approval of Contract of Purchase. The Treasurer, or his deputy,
and such other officers of the County as shall be authorized by the County Board, in consultation
with the Representative and bond counsel and such officers of the District as shall be authorized
by the District Board, are hereby authorized and directed to issue and deliver the Bonds and to
establish the final Principal Amount thereof, provided, however, that such Principal Amount (in
one or more series) shall not exceed the maximum aggregate Principal Amount of $150,000,000.
The form of Contract of Purchase attached hereto as Exhibit B is hereby approved. The
Treasurer, or his deputy, and such other officers of the County as may be authorized by the
County Board are, and each of them acting alone is, authorized and directed to execute and
deliver the Contract of Purchase for and in the name and on behalf of the County, with such
additions, changes or corrections therein as the officer executing the same on behalf of the
County may approve, in his discretion, as being in the best interests of the County and the
District, such approval to be conclusively evidenced by such officer’s execution thereof, and any
other documents required to be executed thereunder, and to deliver the same to the
Representative. The Treasurer, or his deputy, and such other officers of the County as may be
authorized by the County Board are, and each of them acting alone hereby is, in consultation
with such authorized officers of the District, authorized and directed to negotiate with the
Representative the interest rates on the Bonds and the purchase price of the Bonds to be paid by
the Underwriters, which purchase price shall reflect an Underwriters’ discount of not to exceed
0.75% (not including original issue discount or any costs of issuance to be paid by the
Underwriters) of the Principal Amount thereof. The interest rate on the Bonds shall not exceed
the maximum amount per annum permitted by law. Final terms of the Bonds shall be as set forth
in the Contract of Purchase.
SECTION 6. Authorization of Officers. The officers of the County and their
authorized representatives are, and each of them acting alone is, hereby authorized to execute
any and all documents 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
purpose.
SECTION 7. Use of Bond Proceeds. The Bonds of the District shall be issued in
the name and on behalf of the District in the aggregate Principal Amount not to exceed
$150,000,000, for the financing of the furnishing, equipping, acquisition, construction and
improvement of District facilities for some or all of the purposes authorized at the Election, the
bond proposition and Project List approved at which shall be incorporated herein by this
reference as though fully set forth in this Resolution (the “Projects”). The County makes no
assurances regarding the use of the proceeds of the Bonds.
SECTION 8. Designation and Form; Payment.
(a) Bonds of one or more series entitled to the benefit, protection and security
of this Resolution are hereby authorized in a combined aggregate Principal Amount not to
Body of Resolution No. 2012/215
80612901.1 7
exceed $150,000,000. Such Bonds shall be general obligations of the District, payable as to
Principal, premium, if any, and interest from ad valorem taxes to be levied upon all of the
taxable property in the District. The Bonds shall be designated “Mt. Diablo Unified School
District General Obligation Bonds, 2010 Election, 2012 Series E” with such additional series or
tranche designations as may be necessary or advisable in order to structure and market the
Bonds, as set forth in the Contract of Purchase. The Bonds shall be subject to redemption as
further set forth in the Contract of Purchase, pursuant to this Resolution.
(b) The forms of the Bonds shall be substantially in conformity with the
standard forms of registered school district bonds, a copy of which is attached hereto as Exhibit
A and incorporated herein by this reference.
(c) Principal, premium, if any, and interest with respect to any Bond are
payable in lawful money of the United States of America. Principal and premium, if any, is
payable upon surrender thereof at maturity or earlier redemption at the office designated by the
Paying Agent in Los Angeles, California.
SECTION 9. Description of Bonds.
(a) The Bonds shall be issued in fully registered form, without coupons, in
denominations of $5,000 or any integral multiple thereof, provided that one such Bond may be in
an irregular denomination. The Bonds shall be dated their date of delivery or such dates as shall
appear on the Contract of Purchase (the “Dated Date”) and shall mature on the dates, in the years
and in the Principal Amount, shall be subject to redemption and interest shall be computed
thereon at the rates 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 as of the close of business on the Record Date. Interest with respect to 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 [July 15, 2012], in which event interest with respect thereto shall be payable from its
Dated 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 with respect thereto is in default, interest with respect thereto
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 on the Record Date, or by wire transfer to any Owner of $1,000,000 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 15 days and not less than ten days prior to the date of the proposed
payment of defaulted interest.
Body of Resolution No. 2012/215
80612901.1 8
SECTION 10. Book-Entry System.
(a) The Bonds shall be initially issued in the form of a separate single fully
registered Bond (which may be typewritten) for each of the types and maturities of the Bonds
within each series. Upon initial issuance, the ownership of each such Bond certificate 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, only to the Depository, to a successor Depository or to another nominee of the
Depository or of a successor Depository. Each Bond certificate shall bear a legend substantially
to the following effect: “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.”
With respect to Bonds registered in the Bond Register in the name of the
Nominee, the County and the District 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 County and 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, (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 County and the District may treat and consider the person in whose name each Bond
is registered in the Bond Register as the 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 a Bond 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, pursuant to this Resolution. Upon delivery by the
Depository to the Paying Agent, the County and the District of written notice to the effect that
the Depository has determined to substitute a new nominee in place of the Nominee, and subject
Body of Resolution No. 2012/215
80612901.1 9
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) If at any time the Depository notifies the County and the District 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
or other applicable statute or regulation and a successor Depository is not appointed by the
Treasurer within 90 days after the County and the District receive notice or become aware of
such condition, as the case may be, subsection (a) hereof shall no longer be applicable and the
Treasurer shall issue new bonds representing the Bonds as provided below. In addition, the
County and the District 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 Treasurer shall execute and deliver certificates representing the
Bonds as provided below. Bonds issued in exchange for book-entry securities pursuant to this
subsection (b) shall be registered in such names and delivered in such denominations as the
Depository shall instruct the County and the District. The Treasurer shall then deliver
certificated securities representing the new Bonds to the persons in whose names such Bonds are
registered.
If the County and the District determine to replace the Depository with another
qualified securities depository, the County and the District shall prepare or cause to be prepared a
new fully registered book-entry security for each of the maturities of 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, the District and such securities depository and not
inconsistent with the terms of this Resolution.
(c) 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 with respect to
principal, 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.
(d) The initial Depository under this Resolution shall be DTC. The initial
Nominee shall be Cede & Co., as nominee of DTC.
SECTION 11. Execution of the Bonds.
(a) The Bonds shall be executed in the name of the District by the County by
the manual or facsimile signature of the Chair of the Board of Supervisors of the County and the
manual or facsimile signature of the Treasurer, and shall be countersigned by the manual or
facsimile signature of the Clerk of the County Board or by a deputy of either of such officers.
The County’s seal (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise
reproduced on each Bond. In case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall
have been issued by the County on behalf of the District, such Bonds may, nevertheless, be
issued, as herein provided, as if the persons who signed or sealed such Bonds had not ceased to
hold such offices. Any of the Bonds may be signed and sealed on behalf of the County by such
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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. Such certificate of the Paying
Agent upon any Bond 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 12. Transfer and Exchange. The transfer of any Bond may be
registered 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 the appropriate Exhibit
hereto, duly executed by the Owner or his 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 Transfer Amount 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, premium, if any, or interest with respect to such Bond shall be
overdue or not, for the purpose of receiving payment of Principal, premium, if any, and interest
with respect to such Bond and for all other purposes, and any such payments so made to any
such Owner or upon his 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 County, 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
tenor, maturity and Transfer 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 13. 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, Transfer Amount, series 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 date, interest rate, maturity, Transfer 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 valid
contractual obligations on the part of the District 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 14. Bond Register. The Paying Agent shall keep or cause to be kept
at its office sufficient books for the registration and registration of 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.
SECTION 15. 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 any money which shall be so
set aside or deposited by the Paying Agent and which shall remain unclaimed by the Owners of
such Bonds for a period of one year after the date on which any payment or redemption 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 after
a date in said notice, which date shall not be 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 of the
District. Thereafter, the Owners of such Bonds shall look only to the general fund of the District
for payment of such Bonds.
SECTION 16. Application of Proceeds. Upon the sale of the Bonds, the
Treasurer shall deposit or cause to be deposited the proceeds of the Bonds into the fund
established for the account of the District and designated as the Building Fund which shall be
administered by the County Office of Education for the account of the District and which shall
be kept separate and apart from all other accounts held hereunder. The District shall, from time
to time, disburse amounts from the Building Fund to pay the Project Costs. Amounts in the
Building Fund shall be invested so as to be available for the aforementioned disbursements. The
District shall keep a written record of disbursements from the Building Fund. The County makes
no assurance regarding the use of proceeds of the Bonds.
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Any amounts that remain in the Building Fund at the completion of the Projects
shall be transferred to the Debt Service Fund to be used to pay the Principal of, premium, if any,
and interest on the Bonds, subject to any conditions set forth in the Tax Certificate.
SECTION 17. Payment and Security for the Bonds. The County Board shall
annually at the time of making the levy of taxes for County purposes, levy a continuing direct ad
valorem tax for the Fiscal Year upon the taxable property in the District in an amount at least
sufficient, together with moneys on deposit in the Debt Service Fund and available for such
purpose, to pay the Principal of, premium, if any, and interest on each Bond as each becomes due
and payable in the next succeeding Bond Year. The tax levy may include an allowance for an
annual reserve, established for the purpose of avoiding fluctuating tax levies. The County, on
behalf of the District, hereby pledges as security for the Bonds and the interest thereon, and shall
deposit or cause to be deposited in the District’s Debt Service Fund, the proceeds from the levy
of the aforementioned tax which the County receives (the “Pledged Moneys”). The Pledged
Moneys shall be used to pay the Principal of, premium, if any, and interest on the Bonds when
and as the same shall become due and payable. The Bonds are the general obligations of the
District and do not constitute an obligation of the County except as provided in this Resolution.
No part of any fund or account of the County is pledged or obligated to the payment of the
Bonds or the interest thereon.
SECTION 18. Debt Service Fund.
(a) The County shall deposit or cause to be deposited any accrued interest and
any original issue premium received by the County from the sale of the Bonds in the fund
established for the account of the District and designated as the “Mt. Diablo Unified School
District General Obligation Bonds, 2010 Election, 2012 Series E Debt Service Fund” (the “Debt
Service Fund”) to be administered by the County and used only for the payment of the Principal
of, premium, if any, and interest on the Bonds.
(b) All Pledged Moneys shall be deposited upon collection by the County into
the Debt Service Fund and used for the payment of the Principal of, premium, if any, and interest
on the Bonds.
(c) The County shall transfer or cause to be transferred from the 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 (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.
(d) Any amounts on deposit in a Debt Service Fund when there are no longer
any Bonds Outstanding shall be transferred to the general fund of the District.
SECTION 19. Establishment and Application of Excess Earnings Fund. The
District shall a establish special fund designated “Mt. Diablo Unified School District General
Obligation Bonds 2010 Election, 2012 Series E Excess Earnings Fund (the “Excess Earnings
Fund”) which shall be administered by the County Office of Education for the account of the
District and which shall be kept separate and apart from all other funds and accounts held
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hereunder. The District shall deposit, or cause to be deposited, moneys to the Excess Earnings
Fund in accordance with the provisions of the Tax 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 Tax
Certificate.
SECTION 20. Payments of Costs of Issuance. The District may pay, or cause to
be paid, Costs of Issuance using proceeds of the Bonds.
SECTION 21. Establishment of Additional Funds and Accounts. If at any time it
is deemed necessary or desirable by the District, the County Office of Education may establish
additional funds under this Resolution and/or accounts within any of the funds or accounts
established hereunder.
SECTION 22. Redemption. The Bonds shall be subject to redemption as
provided in the Contract of Purchase.
SECTION 23. Selection of Bonds for Redemption. 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 Date designated for such redemption, shall select
Bonds for redemption in such order as the District may direct, or, in the absence of such
direction, in inverse order of maturity within a series. Within a maturity, the Paying Agent shall
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.
SECTION 24. 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 date designated for such
redemption, shall give notice (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 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 that from and after such date interest with respect thereto shall cease to accrue and be
payable.
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The Paying Agent shall take the following actions with respect to such
Redemption Notice:
(a) At least 30 but not more than 60 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.
(b) In the event that the Bonds shall no longer be held in book-entry only
form, at least two days before the date of the notice required by clause (a) of this Section, such
Redemption Notice shall be given by (i) first class mail, postage prepaid, (ii) telephonically
confirmed facsimile transmission, or (iii) overnight delivery service, to each of the Securities
Depositories.
(c) In the event that the Bonds shall no longer be held in book-entry only
form, at least two days before the date of notice required by clause (a) of this Section, such
Redemption Notice shall be given by (i) first class mail, postage prepaid, or (ii) overnight
delivery service, to one of the Information Services.
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 series and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
SECTION 25. 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 Transfer
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 County and the
District shall be released and discharged thereupon from all liability to the extent of such
payment.
SECTION 26. Effect of Notice of Redemption. (a) 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 for the payment of their redemption price, 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 above, together with interest to such redemption date, shall be held by the
Paying Agent so as to be available therefor on such redemption date, and if notice of redemption
thereof shall have been given as aforesaid, then from and after such redemption date, interest
with respect to the 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.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the
provisions of Sections 22,23 and 24 shall be cancelled upon surrender thereof and delivered to or
upon the order of the County and the District. All or any portion of a Bond purchased by the
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County or the District shall be cancelled by the Paying Agent upon written notice by the County
or the District given to the Paying Agent.
(b) Conditional Notice of Redemption. Any notice of optional redemption of
the Bonds delivered in accordance with this Section may be conditional, and if any condition
stated in the notice of redemption shall not have been satisfied on or prior to the redemption date,
said notice: (i) shall be of no force and effect, (ii) the District shall not be required to redeem
such Bonds; (iii) the redemption shall not be made and (iv) the Paying Agent shall within a
reasonable time thereafter give notice to the persons and in the manner in which the conditional
notice of redemption was given, that such condition or conditions were not met and that the
redemption was cancelled.
SECTION 27. Paying Agent, Appointment and Acceptance of Duties.
(a) The County Board and the Treasurer hereby consent to the appointment of
Wells Fargo Bank, National Association to provide Paying Agent services for the Bonds under
this Resolution. All fees and expenses incurred for services of the Paying Agent shall be the sole
responsibility of the District. The Paying Agent shall have a corporate trust office in San
Francisco or Los Angeles, California.
(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 28. 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 29. 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 County or 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 30. 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. In no event shall the County be required to expend its own funds
hereunder.
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The fees and expenses of the Paying Agent not paid from the proceeds of the sale
of the Bonds shall be paid each year from the Debt Service Fund, insofar as permitted by law,
including specifically by Section 15232 of the Education Code.
SECTION 31. Ownership of Bonds Permitted. The Paying Agent or the
Underwriters may become the Owner of any Bonds.
SECTION 32. Resignation or Removal of Paying Agent and Appointment of
Successor.
(a) The Paying Agent initially appointed hereunder may resign from service
as Paying Agent and in that event, the District may select, subject to the approval of the
Treasurer, a third party to perform the services of Paying Agent. Without further action by the
District, if at any time the Paying Agent shall resign or be removed, the Treasurer may appoint a
successor Paying Agent, which shall be a bank or trust company doing business in and having a
corporate trust office in San Francisco or Los Angeles, California, with at least $50,000,000 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 shall be provided, upon reasonable request, to
the County or 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 County or 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.
(b) In the event of the resignation or removal of the Paying Agent, such
Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its
successor, or, if there is no successor, to the Treasurer.
SECTION 33. Investment of Certain Funds. Moneys held in all funds and
accounts established hereunder shall be invested and reinvested by the Treasurer in Authorized
Investments to the fullest extent practicable as shall be necessary to provide moneys when
needed for payments to be made from such funds or accounts. 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 the Treasury of the United
States. All investment earnings on amounts on deposit in the Building Fund, the Excess
Earnings Fund and the Debt Service Fund shall remain on deposit in such funds.
The proceeds from the sale of the Bonds (net of premium, if any) will be
deposited in the County treasury to the credit of the Building Fund. Any premium or accrued
interest received by the County from the sale of the Bonds will be deposited in the Debt Service
Fund. Earnings on the investment of moneys in either fund will be retained in that fund and used
only for the purposes to which that fund may lawfully be applied. Moneys in the Building Fund
may only be applied for the purposes for which the Bonds were approved. Moneys in the Debt
Service Fund may only be applied to make payments of interest, principal and premium, if any,
on bonds of the District.
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All funds held in the Building Fund and the Debt Service Fund will be invested
by the Treasurer at the direction of the District. All funds held in the Building Fund by the
Treasurer under this Resolution will be invested pursuant to applicable law and the investment
policy of the County, unless otherwise directed in writing by the District. At the written
direction of the District, all or any portion of the Building Fund may be invested in the Local
Agency Investment Fund in the treasury of the State, and all or any portion of the Building Fund
may be invested on behalf of the District in investment agreements, including guaranteed
investment contracts, which comply with the requirements of each rating agency then rating the
Bonds necessary in order to maintain the then-current rating on the Bonds, provided that the
Treasurer will be a signatory to any such investment agreement.
The District covenants that all investments of amounts deposited in any fund or
account created by or pursuant to this Resolution, or otherwise containing gross proceeds of the
Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued
(as of the date that valuation is required by this Resolution or the Code) at Fair Market Value.
Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under
applicable provisions of the Code shall be valued at their present value (within the meaning of
section 148 of the Code).
SECTION 34. 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
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 35. 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 County with the written consent of Owners owning at least 60% in aggregate
Bond Obligation of the Outstanding Bonds, exclusive of Bonds, if any, owned by the County or
the District; provided, however, that if a bond insurance policy is in effect, and provided that the
bond insurer, if any, complies with its obligations thereunder, the bond insurer shall be deemed
to be the sole Owner of the Bonds for purposes of this sentence. 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 thereof or hereof. 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 36. 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
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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 of the County or the District in
this Resolution, other covenants and agreements to be observed by the County or 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 County or 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 nationally recognized bond counsel,
adversely affect the interests of the Owners.
SECTION 37. 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
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 County or the District or
any officer or agent of either from taking any action pursuant thereto.
SECTION 38. Defeasance. If all Outstanding Bonds shall be paid and
discharged in any one or more of the following ways:
(1) by well and truly paying or causing to be paid the Principal of and interest
on all Bonds Outstanding, as and when the same become due and payable;
(2) by depositing with the Paying Agent, in trust, at or before maturity, cash
which, together with the amounts then on deposit in the Debt Service Fund plus the
interest to accrue thereon without the need for further investment, is fully sufficient to
pay all Bonds Outstanding on their redemption date or at maturity thereof, including any
premium and all interest thereon, notwithstanding that any Bonds shall not have been
surrendered for payment; or
(3) by depositing with an institution to act as escrow agent selected by the
District and which meets the requirements of serving as Paying Agent pursuant to this
Resolution, in trust, lawful money or noncallable direct obligations issued by the United
States Treasury (including State and Local Government Series Obligations) or obligations
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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 nationally
recognized 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, in
the opinion of a verification agent, to pay and discharge all Bonds Outstanding at
maturity thereof, 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 all Outstanding Bonds shall cease and terminate, except only the obligation of the
Paying Agent to pay or cause to be paid to the Owners of the 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 30 hereof.
SECTION 39. Bond Insurance. All or a portion of the Bonds may be sold with
bond insurance or other form of credit enhancement, if the District, in consultation with the
Representative and the Treasurer, determines that the savings to the District resulting from the
purchase of such bond insurance exceeds the cost thereof.
SECTION 40. Indemnification of County. The County acknowledges and relies
upon the fact that the District has represented that it shall indemnify and hold harmless, to the
extent permitted by law, the County and its officers and employees (“Indemnified Parties”),
against any and all losses, claims, damages or liabilities, joint or several, to which such
Indemnified Parties may become subject because of action or inaction related to the adoption of
this resolution, or related to the proceedings for sale, award, issuance and delivery of the Bonds
in accordance herewith and with the District’s resolution and that the District shall also
reimburse any such Indemnified Parties for any legal or other expenses incurred in connection
with investigating or defending any such claims or actions.
SECTION 41. Limited Responsibility for Official Statement. Neither the Board
of Supervisors nor any officer of the County has prepared or reviewed the official statement of
the District describing the Bonds (the “Official Statement”), and this Board of Supervisors and
the various officers of the County take no responsibility for the contents or distribution thereof;
provided, however, that solely with respect to a section contained or to be contained therein
describing the County’s investment policy, current portfolio holdings, and valuation procedures,
as they may relate to funds of the District held by the County Treasurer, the County Treasurer is
hereby authorized and directed to prepare and review such information for inclusion in the
District’s Official Statement and in a preliminary Official Statement, and to certify in writing
prior to or upon the issuance of the 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.
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80612901.1 20
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80612901.1 21
The foregoing resolution was, on the ___ day of ______, 2012, adopted by the
Board of Supervisors of the County of Contra Costa and ex-officio the governing body of all
other special assessment and taxing districts, agencies and authorities for which said County
Board so acts.
___________,
Clerk of the Board of
Supervisors of the County of Contra Costa
By:
Deputy
APPROVED AS TO FORM:
_______________,
County Counsel
By:
____________
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80612901.1 A-2-1
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.
UNITED STATES OF AMERICA STATE OF CALIFORNIA
MT. DIABLO UNIFIED SCHOOL DISTRICT
(COUNTY OF CONTRA COSTA)
GENERAL OBLIGATION BONDS, 2010 ELECTION, 2012 SERIES E
$__________ No. _____
Interest Rate: Maturity Date: Dated Date: CUSIP:
___% _______ 1, 20__ _________, 20__
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Mt. Diablo Unified School District (the “District”) of the County of Contra
Costa, State of California, for value received, hereby acknowledges itself indebted and promises
to pay to the Registered Owner set forth above 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 ________ 1, 20__ and semiannually thereafter on the first day of February 1 and
August 1 (each, an “Interest Payment Date”) in each year to the Registered Owner hereof from
the Interest Payment Date next 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
__________ 15, 20__, in which event it shall bear interest from its Dated Date; provided,
however, that if at the time of registration of this Bond interest with respect hereto is in default,
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80612901.1 A-2-2
interest with respect hereto shall be payable from the Interest Payment Date to which interest has
previously been paid or made available for payment). Interest on this Bond shall be computed
using a year of 360 days, comprised of twelve 30-day months. The Principal Amount hereof is
payable at the office of Wells Fargo Bank, National Association, as initial paying agent (the
“Paying Agent”), in Los Angeles, California. The interest hereon is payable by check or draft
mailed by first class mail to each registered owner, at his address as it appears on the registration
books kept by the Paying Agent as of the Record Date.
This Bond is issued by the County of Contra Costa (the “County”) in the name of
and on behalf of the District under and in accordance with the provisions of (i) Title 1, Division
1, Part 10, Chapter 1.5 of the California Education Code (commencing with Section 15264) (the
“Act”) and (ii) Article XIIIA of the California Constitution, and pursuant to a resolution adopted
by the Board of Education of the District on April 23, 2012, and that certain “RESOLUTION OF
THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA
AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, 2010
ELECTION, 2012 SERIES E OF THE MT. DIABLO UNIFIED SCHOOL DISTRICT IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $_____” adopted by the Board of
Supervisors of the County on _______, 2012 (collectively, the “Resolution”). Reference is
hereby made to the Resolution, a copy of which is on file at the office of the Treasurer of the
County, for a description of the terms on which the Bonds are delivered, and the rights
thereunder of the registered owners of the Bonds and the rights and duties of the Paying Agent,
the County and the District, to all of the provisions of which the registered 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 Resolution. The Bonds were
authorized by a vote of more than 55% of the qualified electors of the District voting on the
proposition at an election held therein to determine whether such Bonds should be issued.
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.
This Bond is issued in fully registered form and is nonnegotiable. Registration of
this Bond is transferable by the Registered 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 Transfer Amount and in authorized denominations
will be issued to the transferee in exchange herefor. The District, the County and the Paying
Agent may treat the Registered 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 Bonds maturing on or before August 1, 20__, are not subject to redemption
prior to their stated maturity dates. The Bonds maturing on and after August 1, 20__, may be
redeemed before maturity, at the option of the District, from any source of available funds, in
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80612901.1 A-2-3
whole or in part on any date on or after August 1, 20__, at par, together with interest accrued
thereon to the date of redemption.
The Bonds maturing on August 1, 20__, are subject to mandatory sinking fund
redemption, in part by lot, on August 1 in each of the years and in the principal amounts set forth
in the following schedule, at a redemption price of par, plus accrued interest to the date fixed for
redemption:
Mandatory Sinking Fund
Payment Date (August 1) Mandatory Sinking Fund Payment
$
Whenever provision is made for the redemption of 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 Date designated for such redemption, shall select
Bonds for redemption in such order as the District may direct, or, in the absence of such
direction, in inverse order of maturity within a series. Within a maturity, the Paying Agent shall
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.
The rights and obligations of the County and of the owners of the Bonds may be
modified or amended at any time by a supplemental resolution adopted by the County with the
written consent of owners of at least 60% in aggregate Bond Obligation of the Outstanding
Bonds, exclusive of Bonds, if any, owned by the County or the District; provided, however, that
no such modification or amendment shall, without the express consent of the registered owner of
each Bond affected, reduce the Principal Amount of any Bond, reduce the interest rate payable
thereon, 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 County 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 County in the Resolution, other
covenants and agreements to be observed by the County or 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 County or
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
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does not, in the opinion of nationally recognized bond counsel, adversely affect the interests of
the owners.
If this Bond is called for redemption and the Principal Amount of this Bond plus
premium, if any, and accrued interest due with respect hereto are duly provided therefor as
specified in the Resolution, then interest shall cease to accrue with respect hereto 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 certified and recited that all acts and conditions required by the Constitution
and laws of the State of California to exist, to occur and to be performed or to have been met
precedent to and in the issuing of the bonds in order to make them legal, valid and binding
general obligations of the District, have been performed and have been met in regular and due
form as required by law; that payment in full for the bonds has been received; that no statutory or
constitutional limitation on indebtedness or taxation has been exceeded in issuing the bonds; and
that due provision has been made for levying and collecting ad valorem property taxes on all of
the taxable property within the District in an amount sufficient to pay principal and interest when
due.
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80612901.1 A-2-5
IN WITNESS WHEREOF, the County of Contra Costa has caused this Bond to
be executed on behalf of the District and in their official capacities by the manual or facsimile
signature of the Chairman of the Board of Supervisors of the County and the Treasurer-Tax
Collector of the County, and to be countersigned by the manual or facsimile signature of the
Clerk of the Board of Supervisors of the County, and has caused the seal of the County to be
affixed hereto as of the date stated above.
COUNTY OF CONTRA COSTA
By:
Chairman of the Board of Supervisors
Countersigned:
By:
Clerk of the Board of Supervisors
By:
Treasurer-Tax Collector
[SEAL]
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The following Certificate of Authentication shall be printed on the face of 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: __________, 2012 WELLS FARGO BANK. NATIONAL
ASSOCIATION, as Paying Agent
By:
Authorized Officer
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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.
Signature
guaranteed
[Bank, Trust Company or Firm]
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.
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80612901.1 B-1
EXHIBIT B
FORM OF CONTRACT OF PURCHASE
Body of Resolution No. 2012/215