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HomeMy WebLinkAboutMINUTES - 06092015 - C.189RECOMMENDATION(S): ADOPT Resolution No. 2015/192 authorizing the issuance and sale of "Byron Union School District General Obligation Bonds, Election of 2006, Series 2015C" in an amount not to exceed $5,442,807 by the Byron Union School District on its own behalf pursuant to Sections 15140 and 15146 of the Education Code, as permitted by Section 53508.7(c) of the Government Code. FISCAL IMPACT: There is no fiscal impact to the County. BACKGROUND: The Byron Union School District intends to issue General Obligation bonds to fund capital improvements throughout the District. The District has requested that the Board of Supervisors adopt a resolution authorizing the direct issuance and sale of bonds by the District on it's own behalf as authorized by Section 15140(b) of the Education Code. The District adopted a resolution on May 21, 2015 authorizing the sale and issuance of the bonds (attached). This issuance was approved by the voters as part of a bond measure listed on the June 6, 2006 ballot. APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/09/2015 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor ABSENT:Federal D. Glover, District V Supervisor Contact: Timothy Ewell, 925-335-1036 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: June 9, 2015 David Twa, County Administrator and Clerk of the Board of Supervisors By: Stepahnie L. Mello, Deputy cc: C.189 To:Board of Supervisors From:David Twa, County Administrator Date:June 9, 2015 Contra Costa County Subject:BYRON UNION SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2006, SERIES 2015C CONSEQUENCE OF NEGATIVE ACTION: Without the Contra Costa County Board of Supervisors authorization, the School District would not be able to issue the bonds. CHILDREN'S IMPACT STATEMENT: The District will apply the bond proceeds towards capital projects within the District. ATTACHMENTS Resolution No. 2015/192 District Resolution -2- WHEREAS, as such, the District wishes at this time to initiate proceedings for the issuance of a third and final series of Measure C Bonds under the Bond Law in the aggregate principal amount of not to exceed $5,442,807.15 (the “Series 2015C Bonds”) as provided in this Resolution for the purpose of providing financing for projects which are authorized under the Measure C, including to provide for payment of the 2011 BAN at maturity on September 1, 2015; and WHEREAS, it is anticipated that a portion of the Series 2015C Bonds will be issued as bonds which allow for the compounding of interest as provided herein, therefore, in accordance with the Bond Law, specifically Government Code Section 53508.5 thereof, and Education Code Section 15146(b)(2), on May 7, 2015, this Resolution was publicly noticed as an information item on the agenda for such meeting, and the Board was presented with the following items (which are attached hereto as Appendix B and are incorporated herein by reference): • an analysis containing the total overall cost of the Series 2015C Bonds that allow for the compounding of interest, • a comparison to the overall cost of issuing only current interest bonds, • the reasons bonds that allow for the compounding of interest are being recommended, and • a copy of the disclosure made by the Underwriter (defined herein) in compliance with Municipal Securities Rulemaking Board Rule G-17. NOW, THEREFORE, BE IT RESOLVED by the Board of Education of the Byron Union School District as follows: ARTICLE I DEFINITIONS; AUTHORITY SECTION 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings given them below, unless the context clearly requires some other meaning. “Accreted Value” means, with respect to any Capital Appreciation Bond and Convertible Capital Appreciation Bond prior to its Conversion Date, the total amount of principal thereof and interest payable thereon as of any Compounding Date determined solely by reference to the Table of Accreted Values set forth on such Capital Appreciation Bond or Convertible Capital Appreciation Bond. The Accreted Value of any Capital Appreciation Bond or Convertible Capital Appreciation Bond as of any date other than a Compounding Date will be the sum of (a) the Accreted Value as of the Compounding Date immediately preceding the date as of which the calculation is being made plus (b) interest on the Accreted Value determined under the preceding clause (a), computed to the date as of which the calculation is being made at the Accretion Rate set forth on such Capital Appreciation Bond (computed on the basis of a 360-day year of twelve 30-day months). “Accretion Rate” means, unless otherwise provided by the Bond Purchase Agreement pursuant to Section 3.01, the rate which, when applied to the principal -3- amount of any Capital Appreciation Bond or Convertible Capital Appreciation Bond and compounded semiannually on each Compounding Date, produces the Maturity Value of such Capital Appreciation Bond on the maturity date thereof or the Conversion Value of such Convertible Capital Appreciation Bond on the Conversion Date thereof. “Authorized Investments” means the County Investment Pool, the Local Agency Investment Fund, any investments authorized pursuant to Sections 53601 and 53635 of the California Government Code, and investment agreements, including guaranteed investment contracts, float contracts or other investment products (provided that such agreements comply with the requirements of Section 148 of the Tax Code). The Treasurer Tax-Collector shall assume no responsibility in the reporting, reconciling and monitoring in the investment of proceeds related to the Series 2015C Bonds. “Board” means the Board of Education of the District. “Bond Counsel” means (a) the firm of Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. “Bond Law” means Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, commencing with Section 53506 of said Code, as in effect on the date of adoption hereof and as amended hereafter. “Bond Purchase Agreement” means the Bond Purchase Agreement between the District and the Underwriter, under which the Underwriter agrees to purchase the Series 2015C Bonds and pay the purchase price therefor. “Building Fund” means the fund established and held by the County Treasurer under Section 3.03. “Capital Appreciation Bonds” means the Series 2015C Bonds which are designated as such in the Bond Purchase Agreement, the interest on which is compounded semiannually on each Compounding Date and is payable in full at maturity as shown in the table of Accreted Value for the Capital Appreciation Bonds. “Closing Date” means the date upon which there is a delivery of the Series 2015C Bonds in exchange for the amount representing the purchase price of the Series 2015C Bonds by the Underwriter. “Compounding Date” means, with respect to any Capital Appreciation Bond, each February 1 and August 1, commencing on the date set forth in the Bond Purchase Agreement, to and including the date of maturity or redemption of such Capital Appreciation Bond. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate which is executed and delivered by a District Representative on the Closing Date. “Conversion Date” means, with respect to any Convertible Capital Appreciation Bond, the date designated in the Bond Purchase Agreement on which interest begins to -4- accrue on a current basis on the Conversion Value thereof, and is payable semiannually thereafter on each Interest Payment Date. “Conversion Value” means, with respect to any Convertible Capital Appreciation Bond, the Accreted Value of such Convertible Capital Appreciation Bond as of its Conversion Date. “Convertible Capital Appreciation Bonds” means any Series 2015C Bonds which are designated as such in the Bond Purchase Agreement, the interest on which initially accretes on the original Denominational Amount thereof, compounded semiannually on each Compounding Date until the Conversion Date thereof, and thereafter, the interest on which is payable on a current basis on each Interest Payment Date following the Conversion Date. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the District and related to the authorization, issuance, sale and delivery of the Series 2015C Bonds, including but not limited to the costs of preparation and reproduction of documents, printing expenses, filing and recording fees, initial fees and charges of the Paying Agent and its counsel, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees and any other cost, charge or fee in connection with the original issuance and sale of the Series 2015C Bonds. “County” means the County of Contra Costa, a political subdivision of the State of California, duly organized and existing under the Constitution and laws of the State of California. “County Auditor-Controller” means the Contra Costa County Auditor-Controller, or any authorized deputy thereof. “County Treasurer” means the Contra Costa County Treasurer-Tax Collector, or any authorized deputy thereof. “Current Interest Bonds” means the Series 2015C Bonds which are designated as such in the Bond Purchase Agreement, the interest on which is payable on a current basis on each Interest Payment Date. “Debt Service Fund” means the account established and held by the County Treasurer under Section 4.02. “Denominational Amount” means, with respect to any Capital Appreciation Bonds, the initial purchase price (exclusive of any premium) of such Capital Appreciation Bond. “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under Section 2.09. “Depository System Participant” means any participant in the Depository’s book- entry system. -5- “District” means the Byron Union School District, a school district organized under the Constitution and laws of the State of California, and any successor thereto. “District Representative” means the President of the Board, the Superintendent, the Chief Business Official or any of such officer’s written designees, or any other person authorized by resolution of the Board of the District to act on behalf of the District with respect to this Resolution and the Bonds. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “Education Code” means the Education Code of the State of California, as in effect on the Closing Date or as thereafter amended from time to time. “Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America. “Interest Payment Dates” with respect to any Current Interest Bond and any Convertible Capital Appreciation Bond following the Conversion Date, means February 1 and August 1 in each year during the term of such Current Interest Bond or following the Conversion Date of the Convertible Capital Appreciation Bond, commencing on the date set forth in the Bond Purchase Agreement, provided, however, that such dates are subject to modification as provided in the Bond Purchase Agreement. “Maturity Value” means, with respect to any Capital Appreciation Bond, the Accreted Value of such Capital Appreciation Bond to be paid at maturity. “Measure C” means the bond measure submitted to the qualified electors of the District on June 6, 2006, authorizing the issuance of general obligation bonds in the aggregate principal amount of $19,700,000 “Office” means the office or offices of the Paying Agent for the payment of the Bonds and the administration of its duties hereunder. The Paying Agent may designate and re-designate the Office from time to time by written notice filed with the County and the District. “Outstanding,” when used as of any particular time with reference to Series 2015C Bonds, means all Series 2015C Bonds except: (a) Series 2015C Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) Series 2015C Bonds paid or deemed to have been paid within the meaning of Section 9.02; and (c) Series 2015C Bonds in lieu of or in substitution for which other Series 2015C Bonds have been authorized, executed, issued and delivered by the District under this Resolution. -6- “Owner”, whenever used herein with respect to a Series 2015C Bond, means the person in whose name the ownership of such Series 2015C Bond is registered on the Registration Books. “Paying Agent” means the bank, trust company, national banking association or other financial institution appointed as paying agent for the Bonds in the manner provided in Article VI of this Resolution. “Record Date” means the 15th day of the month preceding an Interest Payment Date, whether or not such day is a business day. “Registration Books” means the records maintained by the Paying Agent for the registration of ownership and registration of transfer of the Series 2015C Bonds under Section 2.08. “Resolution” means this Resolution, as originally adopted by the Board and including all amendments hereto and supplements hereof which are duly adopted by the Board from time to time in accordance herewith. “Securities Depositories” means DTC; 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 Written Request of the District delivered to the Paying Agent. “Series 2015C Bonds” means the not to exceed $5,442,807.15 aggregate principal amount of Byron Union School District (Contra Costa County, California) General Obligation Bonds, 2006 Election, Series 2015C issued and at any time Outstanding under this Resolution. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under said Code. “2011 BAN” means the District’s 2011 Taxable General Obligation Bond Anticipation Notes (Qualified School Construction Bonds) in the principal amount of $2,000,000 which mature on September 1, 2015. “Underwriter” means George K. Baum & Company, the original underwriter of the Series 2015C Bonds upon the negotiated sale thereof, as designated pursuant to Section 3.01. “Written Certificate of the District” means an instrument in writing signed by a District Representative or by any other officer of the District duly authorized by the District and listed on a Written Request of the District for that purpose. SECTION 1.02. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine -7- gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. SECTION 1.03. Authority for this Resolution; Findings. This Resolution is entered into under the provisions of the Bond Law. The Board hereby certifies that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of the Series 2015C Bonds do exist, have happened or have been performed in due and regular time and manner as required by the laws of the State of California, and that the amount of the Series 2015C Bonds, together with all other indebtedness of the District, does not exceed any limit prescribed by any laws of the State of California. ARTICLE II THE SERIES 2015C BONDS SECTION 2.01. Authorization. The Board hereby authorizes the issuance of the Series 2015C Bonds in the aggregate principal amount not to exceed $5,442,807.15 under and subject to the terms of Article XIIIA, Section 1 paragraph (b) of the California Constitution, the Bond Law and this Resolution, for the purpose of raising money for the acquisition or improvement of educational facilities in accordance with Measure C, including payment of the 2011 BAN, and to pay Costs of Issuance. This Resolution constitutes a continuing agreement between the District and the Owners of all of the Series 2015C Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal thereof and interest and premium, if any, on all Series 2015C Bonds, subject to the covenants, agreements, provisions and conditions herein contained. The Series 2015C Bonds may be issued as Current Interest Bonds, Capital Appreciation Bonds and/or Convertible Capital Appreciation Bonds, or any combination thereof, and shall be designated the “Byron Union School District (Contra Costa County, California) General Obligation Bonds, 2006 Election, Series 2015C”, together with any additional designations as may be necessary to sufficiently identify the Series 2015C Bonds, and may be issued in separate series from time to time provided that the aggregate principal amount does not exceed the maximum principal amount authorized herein. SECTION 2.02. Terms of Series 2015C Bonds. (a) Terms of Current Interest Bonds. The Current Interest Bonds will be issued as fully registered bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Current Interest Bonds maturing in the year of maturity of the Current Interest Bond -8- for which the denomination is specified. Current Interest Bonds will be lettered and numbered as the Paying Agent may prescribe. The Current Interest Bonds will be dated as of the Closing Date. Interest on the Current Interest Bonds is payable semiannually on each Interest Payment Date. Each Current Interest Bond will bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless (i) it is authenticated as of an Interest Payment Date, in which event it will bear interest from such date, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the first Record Date, in which event it will bear interest from the Closing Date. Notwithstanding the foregoing, if interest on any Current Interest Bond is in default at the time of authentication thereof, such Current Interest Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (b) Terms of Capital Appreciation Bonds. The Capital Appreciation Bonds will be issued in fully registered form without coupons in denominations of $5,000 in Maturity Values or any integral multiple thereof (except that one Capital Appreciation Bond may be issued in a denomination the Maturity Value of which is not an integral multiple of $5,000), maturing on August 1 in each of the years and in the maturity amounts as will be determined upon the sale thereof. Interest on the Capital Appreciation Bonds compounds on each Compounding Date at the respective Accretion Rates to be determined upon the sale thereof, and is payable solely at maturity or upon earlier redemption thereof as hereinafter provided. Each Capital Appreciation Bond will be dated as of the Closing Date. The Accreted Value of the Capital Appreciation Bonds and any redemption premium thereon will be payable solely at maturity or earlier redemption thereof to the Owners thereof upon presentation and surrender thereof at the Office of the Paying Agent. The Accreted Value of the Capital Appreciation Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof at the Office of the Paying Agent. (c) Terms of Convertible Capital Appreciation Bonds. The Convertible Capital Appreciation Bonds (if any) will be issued in fully registered form without coupons. Interest on the Convertible Capital Appreciation Bonds will initially accrete on the original Denominational Amount thereof, compounded on each Compounding Date to and including the Conversion Date thereof. On the Conversion Date of any Convertible Capital Appreciation Bond, the interest on such Convertible Capital Appreciation Bond will convert to current interest, accruing on the Conversion Value thereof, payable as set forth under subsection (a) above. Each Convertible Capital Appreciation Bond will be dated as of the Closing Date. The Convertible Capital Appreciation Bonds will mature on August 1 in each of the years and in the Conversion Values as will be determined upon the sale thereof. (d) Maturities; Basis of Interest Calculation. The Series 2015C Bonds will mature on August 1 in the years and in the amounts, and will bear or accrete interest at the rates, as determined upon the sale thereof as provided in the Bond Purchase -9- Agreement. The limits set forth in Section 3.01 relating to the maximum maturity and interest rates prescribed by the Bond Law and this Board shall be set forth in the Bond Purchase Agreement. Interest on the Series 2015C Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months. (e) CUSIP Identification Numbers. CUSIP identification numbers will be imprinted on the Series 2015C Bonds, but such numbers do not constitute a part of the contract evidenced by the Series 2015C Bonds and any error or omission with respect thereto will not constitute cause for refusal of any purchaser to accept delivery of and pay for the Series 2015C Bonds. In addition, failure on the part of the District to use such CUSIP numbers in any notice to Owners of the Series 2015C Bonds will not constitute an event of default or any violation of the District’s contract with such Owners and will not impair the effectiveness of any such notice. (f) Payment. Interest on the Series 2015C Bonds (including the final interest payment upon maturity or redemption) is payable by check, draft or wire of the Paying Agent mailed to the Owner thereof (which will be DTC so long as the Series 2015C Bonds are held in the book-entry system of DTC) at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Series 2015C Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Series 2015C Bonds will be paid on the succeeding Interest Payment Date to such account as will be specified in such written request. Principal of and premium (if any) on the Series 2015C Bonds is payable in lawful money of the United States of America upon presentation and surrender at the Office of the Paying Agent. (g) Provisions of Bond Purchase Agreement to Control. Notwithstanding the foregoing provisions of this Section and the following provisions of Section 2.03, any of the terms of the Series 2015C Bonds may be established or modified under the Bond Purchase Agreement. In the event of a conflict or inconsistency between this Resolution and the Bond Purchase Agreement relating to the terms of the Series 2015C Bonds, the provisions of the Bond Purchase Agreement will be controlling. SECTION 2.03. Redemption of Series 2015C Bonds. (a) Optional Redemption Dates and Prices. The Series 2015C Bonds are subject to redemption prior to maturity, at the option of the District, in whole or in part among maturities on such basis as designated by the District and by lot within a maturity, from any available source of funds, on the dates and at the respective redemption prices as shall be designated in the Bond Purchase Agreement; provided, however, that Capital Appreciation Bonds and Convertible Capital Appreciation Bonds shall be subject to optional redemption beginning no later than ten years after the Closing Date. (b) Mandatory Sinking Fund Redemption. If the Bond Purchase Agreement specifies that any one or more maturities of the Series 2015C Bonds are term bonds which are subject to mandatory sinking fund redemption, each such maturity of Series 2015C Bonds shall be subject to such mandatory sinking fund redemption on August 1 in each of the years and in the respective principal amounts as set forth in the Bond Purchase Agreement, at a redemption price equal to 100% of the principal amount -10- thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If any such term bonds are redeemed under the provisions of the preceding clause (a), the total amount of all future payments under this subsection (b) with respect to such term bonds shall be reduced by the aggregate principal amount of such term bonds so redeemed, to be allocated among such payments on a pro rata basis in integral multiples of $5,000 (or on such other basis as the District may determined) as set forth in written notice given by the District to the Paying Agent. (c) Selection of Series 2015C Bonds for Redemption. Whenever less than all of the Outstanding Series 2015C Bonds of any one maturity are designated for redemption, the Paying Agent shall select the Outstanding Series 2015C Bonds of such maturity to be redeemed by lot in any manner deemed fair by the Paying Agent. For purposes of such selection, each Current Interest Bond will be deemed to consist of individual bonds of $5,000 portions (principal amount, Maturity Value or Conversion Value, as applicable). The Series 2015C Bonds may all be separately redeemed. (d) Redemption Procedure. The Paying Agent will cause notice of any redemption to be mailed, first class mail, postage prepaid, at least 30 days but not more than 60 days prior to the date fixed for redemption, to the respective Owners of any Series 2015C Bonds designated for redemption, at their addresses appearing on the Registration Books. Such mailing is not a condition precedent to such redemption and the failure to mail or to receive any such notice will not affect the validity of the proceedings for the redemption of such Series 2015C Bonds. In addition, the Paying Agent will give notice of redemption by telecopy or certified, registered or overnight mail to the Municipal Securities Rulemaking Board and each of the Securities Depositories at least two days prior to such mailing to the Series 2015C Bond Owners. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Series 2015C Bonds are to be called for redemption, shall designate the serial numbers of the Series 2015C Bonds to be redeemed by giving the individual number of each Series 2015C Bond or by stating that all Series 2015C Bonds between two stated numbers, both inclusive, or by stating that all of the Series 2015C Bonds of one or more maturities have been called for redemption, and shall require that such Series 2015C Bonds be then surrendered at the Office of the Paying Agent for redemption at the said redemption price, giving notice also that further interest on such Series 2015C Bonds will not accrue from and after the redemption date. Upon surrender of Series 2015C Bonds redeemed in part only, the District shall execute and the Paying Agent shall authenticate and deliver to the Owner, at the expense of the District, a new Series 2015C Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Series 2015C Bond or Bonds. From and after the date fixed for redemption, if notice of such redemption has been duly given and funds available for the payment of the principal of and interest (and premium, if any) on the Series 2015C Bonds so called for redemption have been duly provided, the Series 2015C Bonds called for redemption will cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in the notice. The Paying Agent will cancel all Series 2015C Bonds redeemed under this Section and will furnish a certificate of cancellation to the District. -11- (e) Right to Rescind Notice of Redemption. The District has the right to rescind any notice of the optional redemption of Series 2015C Bonds under subsection (a) of this Section by written notice to the Paying Agent on or prior to the dated fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Series 2015C Bonds then called for redemption. The District and the Paying Agent shall have no liability to the Series 2015C Bond Owners or any other party related to or arising from such rescission of redemption. The Paying Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under subsection (d) of this Section. SECTION 2.04. Form of Series 2015C Bonds. The Current Interest Bonds, the Capital Appreciation Bonds and the Convertible Capital Appreciation Bonds, the form of the Paying Agent’s certificate of authentication and registration and the form of assignment to appear thereon will be substantially in the forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution and the Bond Purchase Agreement, as are set forth in Appendix A attached hereto. SECTION 2.05. Execution of Series 2015C Bonds. The Series 2015C Bonds shall be signed by the facsimile signature of the President of the Board and shall be attested by the facsimile signature of the Clerk or Secretary of the Board. Only those Series 2015C Bonds bearing a certificate of authentication and registration in the form set forth in Appendix A attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent is conclusive evidence that the Series 2015C Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution. SECTION 2.06. Transfer of Series 2015C Bonds. Subject to Section 2.10, any Series 2015C Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series 2015C Bond for cancellation at the Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The District may charge a reasonable sum for each new Series 2015C Bond issued upon any transfer. Whenever any Series 2015C Bond or Bonds is surrendered for transfer, the District shall execute and the Paying Agent shall authenticate and deliver a new Series 2015C Bond or Bonds, for like aggregate principal amount. No transfers of Series 2015C Bonds shall be required to be made (a) 15 days prior to the date established by the Paying Agent for selection of Series 2015C Bonds for redemption or (b) with respect to a Series 2015C Bond which has been selected for redemption. SECTION 2.07. Exchange of Series 2015C Bonds. Series 2015C Bonds may be exchanged at the principal Office of the Paying Agent for a like aggregate principal amount of Series 2015C Bonds of authorized denominations and of the same maturity, together with a request for exchange signed by the owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. The District may charge a reasonable sum for each new Series 2015C Bond issued upon any exchange (except -12- in the cases of any exchange of temporary Series 2015C Bonds for definitive Series 2015C Bonds). No exchange of Series 2015C Bonds is required to be made (a) 15 days prior to the date established by the Paying Agent for selection of Series 2015C Bonds for redemption or (b) with respect to a Series 2015C Bond after it has been selected for redemption. SECTION 2.08. Registration Books. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Series 2015C Bonds, which shall at all times be open to inspection by the District upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Series 2015C Bonds as herein before provided. SECTION 2.09. Book-Entry System. Except as provided below, DTC shall be the Owner of all of the Series 2015C Bonds, and the Series 2015C Bonds shall be registered in the name of Cede & Co. as nominee for DTC. The Series 2015C Bonds shall be initially executed and delivered in the form of a single fully registered Series 2015C Bond for each maturity date of the Series 2015C Bonds in the full aggregate principal amount of the Series 2015C Bonds maturing on such date. The Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2015C Bonds registered in its name for all purposes of this Resolution, and neither the Paying Agent nor the District shall be affected by any notice to the contrary. The Paying Agent and the District have no responsibility or obligation to any Depository System Participant, any person claiming a beneficial ownership interest in the Series 2015C Bonds under or through DTC or a Depository System Participant, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Depository System Participant or the payment by DTC or any Depository System Participant by DTC or any Depository System Participant of any amount in respect of the principal or interest with respect to the Series 2015C Bonds. The District shall cause to be paid all principal and interest with respect to the Series 2015C Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District’s obligations with respect to the principal and interest with respect to the Series 2015C Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Series 2015C Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term “Cede & Co.” in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series 2015C Bonds and delivers a written certificate to DTC and the District to that effect, DTC shall notify the Depository System Participants of the availability through DTC of Series 2015C Bonds. In such event, the District shall issue, transfer and exchange Series 2015C Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series 2015C Bonds at any time by giving notice to the District and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the District shall be obligated to deliver Series 2015C Bonds as described in this Resolution. Whenever DTC requests the -13- District to do so, the District will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series 2015C Bonds evidencing the Series 2015C Bonds to any Depository System Participant having Series 2015C Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series 2015C Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series 2015C Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Series 2015C Bond and all notices with respect to such Series 2015C Bond shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Series 2015C Bonds. Section 2.10. Transfer Under Book-Entry System: Discontinuation of Book-Entry System. Registered ownership of the Series 2015C Bonds, or any portion thereof, may not be transferred except as follows: (i) To any successor of Cede & Co., as nominee of DTC, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section (a “substitute depository”); provided that any successor of Cede & Co., as nominee of DTC or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for DTC (or its successor) because DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person upon (1) the resignation of DTC or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to remove DTC or its successor (or any substitute depository or its successor) from its functions as depository. -14- ARTICLE III SALE OF SERIES 2015C BONDS; APPLICATION OF PROCEEDS SECTION 3.01. Sale of Series 2015C Bonds; Approval of Sale Documents. (a) Negotiated Sale Authorized. Pursuant to Section 53508.7 of the Bond Law, the Board hereby expressly authorizes the negotiated sale of the Series 2015C Bonds to George K. Baum & Company, as Underwriter. The Series 2015C Bonds shall be sold pursuant to the Bond Purchase Agreement in substantially the form on file with the Clerk of the Board with such changes therein, deletions therefrom and modifications thereto as a District Representative may approve, such approval to be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement; provided that the Bond Purchase Agreement shall contain the following terms: (i) the Series 2015C Bonds shall bear a rate of interest or Accretion Rate of not to exceed 8 percent per annum; (ii) Capital Appreciation Bonds and Convertible Capital Appreciation Bonds shall have a final maturity date of 25 years or less from the date of issuance, and Current Interest Bonds shall have a final maturity date of 40 years or less from the date of issuance, provided that Current Interest Bonds having a maturity of greater than 30 years shall only be issued if the finding required by (e) below can be made; (iii) the Series 2015C Bonds shall have a ratio of total debt service to principal of not to exceed four to one; (iv) Capital Appreciation Bonds and Convertible Capital Appreciation Bonds shall be subject to redemption prior to maturity at the option of the District, at a price determined in the Bond Purchase Agreement, beginning no later than 10 years following the issuance of such Series 2015C Bonds; and (v) the Underwriter’s discount shall not exceed 0.56% of the principal amount of the Series 2015C Bonds. The Board hereby authorizes a District Representative to execute and deliver the final form of the Bond Purchase Agreement in the name and on behalf of the District. (b) Reasons for Negotiated Sale. In accordance with Section 53508.7 of the Bond Law, the Board has determined to sell the Series 2015C Bonds at negotiated sale for the following reasons: (a) the District requires flexibility in determining whether the Bonds will be issued as Current Interest Bonds, Capital Appreciation Bonds, Convertible Capital Appreciation Bonds, or a combination thereof, and a negotiated sale provides flexibility to make such determination at the time of the bond sale, (b) a negotiated sale provides more flexibility to choose the time and date of the sale which is advantageous in a volatile municipal bond market, and (c) a negotiated sale will permit the time schedule for the issuance and sale of the Series 2015C Bonds to be expedited. -15- (c) Official Statement. The Board hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement describing the Series 2015C Bonds in substantially the form on file with the Clerk of the Board. A District Representative is hereby authorized to execute an appropriate certificate stating the Board’s determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. A District Representative is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by a District Representative shall be conclusive evidence of his or her approval of any such changes and additions. The Board hereby authorizes the distribution of the Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the District by a District Representative. (d) Estimates Regarding Assessed Valuations. The assumptions used in connection with the issuance of the Series 2015C Bonds with respect to assessed valuation growth each year following the issuance of the Series 2015C Bonds until final maturity are set forth in Exhibit B hereto. (e) Finding Regarding Useful Life. The Board hereby authorizes the issuance of a portion of the Series 2015C Bonds as Current Interest Bonds which have a maturity greater than 30 years but not greater than 40 years pursuant to Government Code Section 53508.6, but only if the useful life of the facilities which are financed with the proceeds of Series 2015C Bonds having a maturity greater than 30 years equals or exceeds the maturity date of such Series 2015C Bonds. A District Representative who is familiar with the projects to be financed with the proceeds of the Series 2015C Bonds is authorized to make such determination and to execute a certificate to such effect in the event the Current Interest Bonds have a maturity greater than 30 years. (f) Actions to Close Bond Issuance. Each District Representative and any and all other officers of the District are each authorized and directed in the name and on behalf of the District to execute and deliver any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Series 2015C Bonds, including but not limited to the execution and delivery of a document with respect to the engagement of the Paying Agent appointed hereby, and the payment of Costs of Issuance. Whenever in this Resolution any officer of the District is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable. SECTION 3.02. Application of Proceeds of Sale of Series 2015C Bonds. The proceeds of the Series 2015C Bonds paid to the County Treasurer on the Closing Date shall be applied by the County Treasurer as follows: (a) The portion of the proceeds representing the premium (if any) received by the County Treasurer on the sale of the Series 2015C Bonds will be deposited in the Debt Service Fund established pursuant to Section 4.02. -16- (b) All remaining proceeds received by the County Treasurer from the sale of the Series 2015C Bonds will be deposited in the Building Fund established pursuant to Section 3.03. At the option of the District, a portion of the proceeds to be used to pay Costs of Issuance may be deposited with a fiscal agent selected by the District, as provided in Section 15146(g) of the Education Code, as directed by the District, in order the facilitate the payment of Costs of Issuance. SECTION 3.03. Building Fund. The County Auditor-Controller shall create and maintain a fund designated as the “Byron Union School District, 2006 Election, Series 2015C Building Fund,” into which the proceeds from the sale of the Series 2015C Bonds shall be deposited, to the extent required under Section 3.02(b). In order to ensure that the District is able to meet its federal tax law covenants with respect to separate accounting of funds holding proceeds of the Series 2015C Bonds, the County Auditor- Controller is requested to maintain separate accounting for the proceeds of the Series 2015C Bonds, including all earnings received from the investment thereof. Amounts credited to the Building Fund for the Series 2015C Bonds shall be expended by the District solely for the financing of projects for which the Series 2015C Bond proceeds are authorized to be expended under Measure C (which includes related Costs of Issuance), which include payment of interim financing of Measure C projects including the 2011 BAN. All interest and other gain arising from the investment of proceeds of the Series 2015C Bonds shall be retained in the Building Fund and used for the purposes thereof. At the Written Request of the District filed with the County Auditor-Controller, any amounts remaining on deposit in the Building Fund and not needed for the purposes thereof shall be withdrawn from the Building Fund and transferred to the Debt Service Fund, to be applied to pay the principal of and interest on the Series 2015C Bonds. If excess amounts remain on deposit in the Building Fund after payment in full of the Series 2015C Bonds, any such excess amounts shall be transferred to the general fund of the District, to be applied for the purposes for which the Series 2015C Bonds have been authorized or otherwise in accordance with the Bond Law. SECTION 3.04. Professionals; Estimated Financing Costs. The firm of Caldwell, Flores, Winters Inc., has previously been engaged to act as the District’s financial advisor, in connection with the issuance and sale of the Series 2015C Bonds. The firm of Jones Hall, A Professional Law Corporation, is engaged to act as the District’s bond counsel and disclosure counsel, in accordance with the agreement on file with the District Representative, who is authorized to execute such agreement. The estimated costs of issuance associated with the bond sale are $100,000, which includes bond counsel and disclosure counsel fees, costs of printing the Official Statement, financial advisor fees, rating agency fees, and paying agent fees, but which do not include underwriting fees (which will be determined at the time of sale of the Series 2015C Bonds in accordance with Section 3.01(a)(v)) and the cost of municipal bond insurance, if obtained. Such estimate assumes that the Series 2015C Bonds are issued simultaneously with other series of general obligation bonds of the District, and portions of the costs will be shared. In accordance with Government Code Section 53509.5, actual cost information relating to the sale of the Series 2015C Bonds shall be presented to the Board of Trustees at its next public meeting following the sale of the Series 2015C Bonds, and an itemized summary of the costs of the Series 2015C Bonds sale shall be submitted to the California Debt and Investment Commission. -17- SECTION 3.05. Costs of Issuance Agreement. In order to facilitate the payment of all or some Costs of Issuance, the Board hereby authorizes a District Representative to enter into or acknowledge an agreement, designating a bank identified therein, to serve as a custodian for receipt of a portion of the proceeds of the Series 2015C Bonds to pay all or a portion of Costs of Issuance. ARTICLE IV SECURITY FOR THE SERIES 2015C BONDS; DEBT SERVICE FUND SECTION 4.01. Security for the Series 2015C Bonds. The Series 2015C Bonds are general obligations of the District. The Board has the power to direct the County to levy ad valorem taxes upon all property within the District that is subject to taxation by the District, without limitation of rate or amount, for the payment of the Series 2015C Bonds and the interest and redemption premium (if any) thereon. The District hereby directs the County to levy on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series 2015C Bonds are Outstanding in an amount sufficient to pay the principal of and interest on the Series 2015C Bonds when due, including the principal of any Series 2015C Bonds upon the mandatory sinking fund redemption thereof under Section 2.03(b), which moneys when collected will be paid to the County Treasurer and placed in the Debt Service Fund. The principal of and interest and redemption premium (if any) on the Series 2015C Bonds does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents or employees thereof. Neither the County, the State of California, any of its political subdivisions nor any of the officers, agents or employees thereof are liable for the Series 2015C Bonds. In no event are the principal of and interest and redemption premium (if any) on Series 2015C Bonds payable out of any funds or properties of the District other than ad valorem taxes levied on taxable property in the District. The Series 2015C Bonds, including the interest thereon, are payable solely from taxes levied under Sections 15250 and 15252 of the Education Code. As required by Education Code Section 15140(c), the District shall transmit a copy of this resolution, together with the debt service schedule for the Series 2015C Bonds, to the office of the County Auditor-Controller and County Treasurer in sufficient time to permit the County to establish tax rates for the Series 2015C Bonds. SECTION 4.02. Establishment of Debt Service Fund. The District hereby directs the County Auditor-Controller to establish, hold and maintain a fund to be known as the “Byron Union School District 2006 Election, Series 2015C General Obligation Bonds Debt Service Fund”, which the County Auditor-Controller shall maintain as a separate account, distinct from all other funds of the County and the District. All taxes levied by the County, at the request of the District, for the payment of the principal of and interest and premium (if any) on the Series 2015C Bonds shall be deposited in the Debt Service Fund by the County promptly upon apportionment of said levy. -18- The Debt Service Fund is hereby pledged for the payment of the principal of and interest on the Series 2015C Bonds when and as the same become due, including the principal of any term Series 2015C Bonds required to be paid upon the mandatory sinking fund redemption thereof. Amounts in the Debt Service Fund shall be transferred by the County Auditor-Controller to the Paying Agent to the extent required to pay the principal of and interest and redemption premium (if any) on the Series 2015C Bonds when due. In addition, amounts on deposit in the Debt Service Fund shall be applied to pay the fees and expenses of the Paying Agent insofar as permitted by law, including specifically by Section 15232 of the Education Code. SECTION 4.03. Disbursements From Debt Service Fund. The County Auditor- Controller shall administer the Debt Service Fund and make disbursements therefrom in the manner set forth in this Section. The County Auditor-Controller shall transfer amounts on deposit in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Series 2015C Bonds when due and payable, to the Paying Agent which, in turn, shall pay such moneys to DTC to pay the principal of and interest on the Series 2015C Bonds. DTC will thereupon make payments of principal and interest on the Series 2015C Bonds to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Series 2015C Bonds. If, after payment in full of the Series 2015C Bonds, and all other general obligation bonded indebtedness of the District, any amounts remain on deposit in the Debt Service Fund, the County shall transfer such amounts to the General Fund of the District as provided in Section 15234 of the Education Code. SECTION 4.04. Investments. All moneys held in any of the funds or accounts established with the County hereunder may be invested in Authorized Investments in accordance with the investment policies of the County, as such policies exist at the time of investment. Obligations purchased as an investment of moneys in any fund or account will be deemed to be part of such fund or account. The County has no responsibility in the reporting, reconciling and monitoring of the investment of the proceeds of the Bonds. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made, and shall be expended for the purposes thereof. The District covenants that all investments of amounts deposited in any fund or account created by or under this Resolution, or otherwise containing proceeds of the Series 2015C Bonds, shall be acquired and disposed of at the Fair Market Value thereof. For purposes of this Section, the term “Fair Market Value” shall mean, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax -19- Code, or (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt. ARTICLE V OTHER COVENANTS OF THE DISTRICT SECTION 5.01. Punctual Payment. The Board will direct the County to levy ad valorem taxes, as provided in Section 15250 of the Education Code, so as to enable the District to punctually pay, or cause to be paid, the principal of and interest on the Series 2015C Bonds, in conformity with the terms of the Series 2015C Bonds and of this Resolution. Nothing herein contained shall prevent the District from making advances of its own moneys howsoever derived to any of the uses or purposes permitted by law, including, in its sole discretion, to pay debt service on the Series 2015C Bonds. SECTION 5.02. Books and Accounts; Financial Statements. The District will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the District in which complete and correct entries are made of all transactions relating to the expenditure of the proceeds of the Series 2015C Bonds. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Paying Agent and the Owners of not less than 10% in aggregate principal amount of the Series 2015C Bonds then Outstanding, or their representatives authorized in writing. SECTION 5.03. Protection of Security and Rights of Series 2015C Bond Owners. The District will preserve and protect the security of the Series 2015C Bonds and the rights of the Series 2015C Bond Owners, and will warrant and defend their rights against all claims and demands of all persons. Following the issuance of the Series 2015C Bonds by the District, the Series 2015C Bonds shall be incontestable by the District. SECTION 5.04. Tax Covenants. (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Series 2015C Bonds are not so used as to cause the Series 2015C Bonds to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series 2015C Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code. (c) No Arbitrage. The District shall not take, or permit or suffer to be taken by the Paying Agent or the County or otherwise, any action with respect to the proceeds of the Series 2015C Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Series 2015C Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code. -20- (d) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Series 2015C Bonds from the gross income of the Owners of the Series 2015C Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date. (e) Rebate of Excess Investment Earnings to United States. The District shall calculate or cause to be calculated excess investment earnings with respect to the Series 2015C Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, and shall pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, if and to the extent such Section 148(f) is applicable to the Series 2015C Bonds. Such payments shall be made by the District from any source of legally available funds of the District. The District shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Series 2015C Bonds, records of the determinations made under this subsection (e). In order to provide for the administration of this subsection (e), the District may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the District may deem appropriate. (f) Small Issuer Exemption from Bank Nondeductibility Restriction. The District hereby designates the Series 2015C Bonds for purposes of paragraph (3) of Section 265(b) of the Tax Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under Section 103(a) of the Tax Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in Section 141 of the Tax Code, except qualified 501(c)(3) bonds as defined in Section 145 of the Tax Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Series 2015C Bonds, has been or will be issued by the District, including all subordinate entities of the District, during the calendar year 2015. If the District determines prior to the sale of the Series 2015C Bonds that obligations which exceed $10,000,000 aggregate principal amount will be issued in calendar year 2015, the District Representative shall provide in the Bond Purchase Agreement that the Series 2015C Bonds are not bank qualified. SECTION 5.05. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which shall be executed by a District Representative and delivered on the Closing Date. Notwithstanding any other provision of this Resolution, failure of the District to comply with the Continuing Disclosure Certificate does not constitute a default by the District hereunder or under the Series 2015C Bonds; however, any Participating Underwriter (as that term is defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Series 2015C Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. SECTION 5.06. Further Assurances. The District will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance -21- of this Resolution, and for the better assuring and confirming unto the Owners of the Series 2015C Bonds of the rights and benefits provided in this Resolution. ARTICLE VI THE PAYING AGENT SECTION 6.01. Appointment of Paying Agent. A District Representative is authorized to identify and appoint a bank or trust company to act as the initial Paying Agent for the Series 2015C Bonds and, in such capacity, shall also act as registration agent and authentication agent for the Series 2015C Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Resolution, and even during the continuance of an event of default with respect to the Series 2015C Bonds, no implied covenants or obligations shall be read into this Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by the District by executing and delivering to the District a certificate or agreement to that effect. A District Representative is authorized to enter into a paying agency agreement in connection with such appointment. The District may remove the Paying Agent initially appointed, and any successor thereto, and with the written consent of the County Treasurer (which shall not unreasonably be withheld) may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, under law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Paying Agent may at any time resign by giving written notice to the District and the Series 2015C Bond Owners of such resignation. Upon receiving notice of such resignation, with the written consent of the County Treasurer (which shall not unreasonably be withheld) the District shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent will become effective upon acceptance of appointment by the successor Paying Agent. SECTION 6.02. Paying Agent May Hold Series 2015C Bonds. The Paying Agent may become the owner of any of the Series 2015C Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent. SECTION 6.03. Liability of Agents. The recitals of facts, covenants and agreements herein and in the Series 2015C Bonds contained shall be taken as statements, covenants and agreements of the District, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Resolution or of the Series 2015C Bonds, nor shall incur -22- any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Resolution. The Paying Agent is not liable for any error of judgment made in good faith by a responsible officer of its corporate trust department in the absence of the negligence of the Paying Agent. No provision of this Resolution shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent is not responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. SECTION 6.04. Notice to Paying Agent. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be counsel to the District, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Resolution the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the District, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 6.05. Compensation; Indemnification. 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 their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The District further agrees to indemnify and save the Paying Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith. -23- ARTICLE VII REMEDIES OF SERIES 2015C BOND OWNERS SECTION 7.01. Remedies of Series 2015C Bond Owners. Any Series 2015C Bond Owner has the right, for the equal benefit and protection of all Series 2015C Bond Owners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the District and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Series 2015C Bonds, and to require the carrying out of any or all such covenants and agreements of the District and the fulfillment of all duties imposed upon it; (b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Series 2015C Bond Owners’ rights; or (c) upon the happening and continuation of any default by the District hereunder or under the Series 2015C Bonds, by suit, action or proceeding in any court of competent jurisdiction, to require the District and its members and employees to account as if it and they were the trustees of an express trust. SECTION 7.02. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Series 2015C Bonds is exclusive of any other remedy. Each and every remedy is cumulative and may be exercised in addition to every other remedy given hereunder or thereafter conferred on the Series 2015C Bond Owners. SECTION 7.03. Non-Waiver. Nothing in this Article VII or in any other provision of this Resolution or in the Series 2015C Bonds, affects or impairs the obligation of the District, which is absolute and unconditional, to pay the principal of and interest on the Series 2015C Bonds to the respective Owners of the Series 2015C Bonds at the respective dates of maturity, as herein provided, or affects or impairs the right of action against the District, which is also absolute and unconditional, of such Owners to institute suit against the District to enforce such payment by virtue of the contract embodied in the Series 2015C Bonds. A waiver of any default by any Series 2015C Bond Owner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Series 2015C Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Series 2015C Bond Owners by this Article VII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Series 2015C Bonds. -24- If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Series 2015C Bond Owners, the District and the Series 2015C Bond Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. ARTICLE VIII AMENDMENT OF THIS RESOLUTION SECTION 8.01. Amendments Effective Without Consent of the Owners. The Board may amend this Resolution from time to time, without the consent of the Owners of the Series 2015C Bonds, for any one or more of the following purposes: (a) To add to the covenants and agreements of the District in this Resolution, other 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 confirm, as further assurance, any pledge under, and to subject 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; (c) To cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in this Resolution, in a manner which does not materially adversely affect the interests of the Series 2015C Bond Owners in the opinion of Bond Counsel filed with the District; or (d) To make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Series 2015C Bonds. SECTION 8.02. Amendments Effective With Consent of the Owners. The Board may amend this Resolution from time to time for any purpose not set forth in Section 8.01, with the written consent of the Owners of a majority in aggregate principal amount of the Series 2015C Bonds Outstanding at the time such consent is given. Without the consent of all the Owners of such Series 2015C Bonds, no such modification or amendment shall permit (a) a change in the terms of maturity of the principal of any Outstanding Series 2015C Bonds or of any interest payable thereon or a reduction in the principal amount thereof or in the rate of interest thereon, (b) a reduction of the percentage of Series 2015C Bonds the consent of the Owners of which is required to effect any such modification or amendment, (c) a change in any of the provisions in Section 7.01 or (d) a reduction in the amount of moneys pledged for the repayment of the Series 2015C Bonds, and no right or obligation of any Paying Agent may be changed or modified without its written consent. -25- ARTICLE IX MISCELLANEOUS SECTION 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, gives any person other than the District, the County, the Paying Agent and the Owners of the Series 2015C Bonds, any right, remedy, claim under or by reason of this Resolution. The covenants, stipulations, promises or agreements in this Resolution are for the sole and exclusive benefit of the Owners of the Series 2015C Bonds. SECTION 9.02. Defeasance of Series 2015C Bonds. (a) Discharge of Resolution. Any or all of the Series 2015C Bonds may be paid by the District in any of the following ways, provided that the District also pays or causes to be paid any other sums payable hereunder by the District: (i) by paying or causing to be paid the principal or redemption price of and interest on such Series 2015C Bonds, as and when the same become due and payable; (ii) by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem such Series 2015C Bonds; or (iii) by delivering such Series 2015C Bonds to the Paying Agent for cancellation by it. If the District pays all Outstanding Series 2015C Bonds and also pays or causes to be paid all other sums payable hereunder by the District, then and in that case, at the election of the District (evidenced by a certificate of a District Representative filed with the Paying Agent, signifying the intention of the District to discharge all such indebtedness and this Resolution), and notwithstanding that any Series 2015C Bonds have not been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the District under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 9.02(b). In such event, upon request of the District, the Paying Agent shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to the District all moneys or securities or other property held by it under this Resolution which are not required for the payment or redemption of Series 2015C Bonds not theretofore surrendered for such payment or redemption. (b) Discharge of Liability on Series 2015C Bonds. Upon the deposit, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.02(c) hereof) to pay or redeem any Outstanding Series 2015C Bond (whether upon or prior to its maturity or the redemption date of such Series 2015C Bond), provided that, if such Series 2015C Bond is to be redeemed prior to maturity, notice of -26- such redemption has been given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice, then all liability of the District in respect of such Series 2015C Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such Series 2015C Bond by the District, and the District shall remain liable for such payment, but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further, however, that the provisions of Section 9.02(d) shall apply in all events. The District may at any time surrender to the Paying Agent for cancellation by it any Series 2015C Bonds previously issued and delivered, which the District may have acquired in any manner whatsoever, and such Series 2015C Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. (c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay or redeem any Series 2015C Bonds, the money or securities so to be deposited or held may include money or securities held by the Paying Agent in the funds and accounts established under this Resolution and shall be: (i) lawful money of the United States of America in an amount equal to the principal amount of such Series 2015C Bonds and all unpaid interest thereon to maturity, except that, in the case of Series 2015C Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption has been given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or redemption price of such Series 2015C Bonds and all unpaid interest thereon to the redemption date; or (ii) Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant delivered to the District, will provide money sufficient to pay the principal or redemption price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Series 2015C Bonds to be paid or redeemed, as such principal or redemption price and interest become due, provided that, in the case of Series 2015C Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption has been given as provided in Section 2.03 or provision satisfactory to the Paying Agent has been made for the giving of such notice. (d) Payment of Series 2015C Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, any moneys held by the Paying Agent in trust for the payment of the principal or redemption price of, or interest on, any Series 2015C Bonds and remaining unclaimed for two years after the principal of all of the Series 2015C Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in this Resolution), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited -27- after said date when all of the Series 2015C Bonds became due and payable, shall, upon request of the District, be repaid to the District free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the Owners of all Series 2015C Bonds which have not been paid at the addresses shown on the Registration Books a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Series 2015C Bonds so payable and not presented and with respect to the provisions relating to the repayment to the District of the moneys held for the payment thereof. Thereafter, the District shall remain liable to the Owners for payment of any amounts due on the Series 2015C Bonds, which amounts shall be deemed to be paid by the District from moneys remitted to it by the Paying Agent under this subsection (d). SECTION 9.03. Application of Provisions to Capital Appreciation Bonds and Convertible Capital Appreciation Bonds. Whenever in this Resolution reference is made to the payment of the principal of and interest on the Series 2015C Bonds, such reference includes payment of the Accreted Value and Maturity Value of the Capital Appreciation Bonds and the Conversion Value of the Convertible Capital Appreciation Bonds, as applicable, unless otherwise required by the context or by the express provisions of such reference. SECTION 9.04. Execution of Documents and Proof of Ownership by Series 2015C Bond Owners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Series 2015C Bond Owners may be in one or more instruments of similar tenor, and shall be executed by Series 2015C Bond Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Series 2015C Bond Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Series 2015C Bonds and the amount, maturity, number and date of holding the same shall be proved by the Registration Books. Any request, declaration or other instrument or writing of the Owner of any Series 2015C Bond shall bind all future Owners of such Series 2015C Bond in respect of anything done or suffered to be done by the District or the Paying Agent in good faith and in accordance therewith. SECTION 9.05. Waiver of Personal Liability. No Board member, officer, agent or employee of the District shall be individually or personally liable for the payment of the principal of or interest on the Series 2015C Bonds; but nothing herein contained shall relieve any such Board member, officer, agent or employee from the performance of any official duly provided by law. -28- SECTION 9.06. Limited Duties of County; Indemnification. Notwithstanding anything stated to the contrary in this Resolution, the Series 2015C Bonds are not a debt of the County, including its Board, officers, officials, agents and employees, and the County, including its Board, officers, officials, agents and employees, has no obligation to repay the Series 2015C Bonds. Neither the County, nor its Board of Supervisors, nor any officer, official, agent or employee of the County, shall have any obligation or liability hereunder or in connection with the transactions contemplated hereby other than as specified in the Education Code. The Series 2015C Bonds, including the interest thereon, are payable solely from taxes levied under Section 15250 of the Education Code. The County has no responsibility and assumes no liability whatsoever arising from the expenditure of the proceeds of the Series 2015C Bonds by the District. The County (including its officers, agents and employees) shall undertake only those duties of the County under this Resolution which are specifically set forth in this Resolution and in applicable provisions of the Bond Law and the Education Code, and even during the continuance of an event of default with respect to the Series 2015C Bonds, no implied covenants or obligations shall be read into this Resolution against the County (including its officers, agents and employees). The District further agrees to indemnify and hold harmless, to the extent permitted by law, the County, including its officers, agents and employees (the “Indemnified Parties”) against any and all losses, claims, damages or liabilities, joint or several, which it may incur in the exercise and performance of its powers and duties hereunder, including legal and other expenses incurred in connection with investigating or defending any such claims or actions, which are not due to its negligence or bad faith. SECTION 9.07. Destruction of Canceled Series 2015C Bonds. Whenever in this Resolution provision is made for the surrender to the District of any Series 2015C Bonds which have been paid or canceled under the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent shall be deemed to be the equivalent of the surrender of such canceled Series 2015C Bonds and the District shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Series 2015C Bonds therein referred to. SECTION 9.08. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The District hereby declares that it would have adopted this Resolution and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series 2015C Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the District is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the District hereunder shall be assumed by and vest in the chief financial officer of the District in trust for the benefit of the Series 2015C Bond Owners. A-1-1 APPENDIX A-1 FORM OF SERIES 2015C CURRENT INTEREST BOND REGISTERED BOND NO. ______ ***$____________*** BYRON UNION SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BOND 2006 ELECTION, SERIES 2015C INTEREST RATE PER ANNUM: MATURITY DATE: DATED DATE: CUSIP: REGISTERED OWNER: PRINCIPAL AMOUNT: *** DOLLARS*** The Byron Union School District (the “District”), located in the County of Contra Costa (the “County”), for value received, hereby promises to pay to the Registered Owner named above, or registered assigns, the principal amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the principal amount is paid or provided for, at the Interest Rate stated above, such interest to be paid on February 1 and August 1 of each year, commencing ____ 1, 20__ (the “Interest Payment Dates”). This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before ____ 15, 20__, in which event it shall bear interest from the Dated Date referred to above. Principal hereof is payable at the corporate trust office of the paying agent for the Bonds (the “Paying Agent”), initially being ______. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Paying Agent mailed by first- class mail to the Owner at the Owner’s address as it appears on the registration books maintained by the Paying Agent as of the close of business on the 15th day of the month next preceding such Interest Payment Date (the “Record Date”), or at such other address as the Owner may have filed with the Paying Agent for that purpose. Principal hereof is payable at the corporate trust office of the Paying Agent. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the Owner’s address as it appears on the registration books maintained by the Paying Agent as of the close of business on the 15th day of the month next preceding such Interest Payment A-1-2 Date (the “Record Date”), or at such other address as the Owner may have filed with the Paying Agent for that purpose. This Bond is one of a duly authorized issue of Bonds of the District designated as “Byron Union School District (Contra Costa County, California) General Obligation Bonds, 2006 Election, Series 2015C” (the “Bonds”), in an aggregate principal amount of $_____________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), and under a Resolution of the Board of Education of the District adopted on November 5, 2014 (the “Resolution”), authorizing the issuance of the Bonds. The issuance of the Bonds has been authorized by the requisite 55% vote of the electors of the District cast at a special bond election held on June 6, 2006, upon the question of issuing bonds in the amount of $19,700,000. The Bonds are being issued in the form of Current Interest Bonds in the aggregate principal amount of $___________ (of which this Bond is one), Capital Appreciation Bonds in the aggregate denominational amount of $__________ and Convertible Capital Appreciation Bonds in the aggregate denominational amount of $____________, all subject to the terms and conditions of the Resolution. All capitalized terms herein and not otherwise defined have the meaning given them in the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the office of the Paying Agent) and the Bond Law for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the District thereunder, to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The principal of and interest and redemption premium, if any, on this Bond does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the District other than ad valorem taxes levied upon all taxable property in the District. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District nor the Paying Agent shall be affected by any notice to the contrary. A-1-3 The Bonds maturing on or before August 1, 20__ are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after August 1, 20__ are subject to redemption prior to maturity as a whole, or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, at the option of the District, from any available source of funds, on August 1, 20__ and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, together with interest thereon to the date fixed for redemption, without premium. [If applicable:] The Bonds maturing on August 1, 20__ (the “Term Bonds”) are also subject to mandatory sinking fund redemption on or before August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to 100% of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed under the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, or on such other basis as designated pursuant to written notice filed by the District with the Paying Agent. Sinking Fund Redemption Date (August 1) Principal Amount To Be Redeemed The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. A-1-4 Neither the District nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. [The District has designated the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Tax Code"), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions' interest expense allocable to interest payable on the Bonds.] Reference is made to the Bond 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 Paying Agent and the Registered 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 Bond Resolution. It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, 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, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and is not entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. A-1-5 IN WITNESS WHEREOF, the Byron Union School District has caused this Bond to be executed by the facsimile signature of its President and attested by the facsimile signature of the Clerk of its Board of Education, all as of the date stated above. BYRON UNION SCHOOL DISTRICT By [EXHIBIT ONLY] President Attest: [EXHIBIT ONLY] Clerk of the Board CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Resolution. Authentication Date: ___________, as Paying Agent EXHIBIT ONLY Authorized Signatory A-1-6 FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises. Dated: ______________ Signature Guaranteed: Note: Signature(s) must be guaranteed by a an eligible guarantor institution. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-2-1 APPENDIX A-2 FORM OF SERIES 2015C CAPITAL APPRECIATION BOND CAB BOND NO. ______ ***$____________*** (Maturity Value) UNITED STATES OF AMERICA STATE OF CALIFORNIA CONTRA COSTA COUNTY BYRON UNION SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BOND 2006 ELECTION, SERIES 2015C ACCRETION RATE: MATURITY DATE: DATED DATE: CUSIP: REGISTERED OWNER: DENOMINATIONAL AMOUNT: *** DOLLARS*** MATURITY VALUE: *** DOLLARS*** The BYRON UNION SCHOOL DISTRICT, a school district duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “District”), for value received, hereby promises to pay to the Registered Owner stated above, or registered assigns, the Maturity Value stated above on the Maturity Date stated above. The Accreted Value (as such term is defined in the within-mentioned Resolution) of this Bond as of any date will be determined in accordance with the Table of Accreted Values set forth hereon, representing the principal amount per $5,000 of Maturity Value together with interest thereon from the Dated Date stated above, compounded semiannually on February 1 and August 1 of each year, commencing ____ 1, 20__ (each, a “Compounding Date”), on the basis of a 360-day year comprised of twelve 30-day months, at a rate equal to the Accretion Rate per annum set forth above. The Accreted Value hereof is payable upon presentation and surrender of this Bond at the corporate trust office of the paying agent for the Bonds (the “Paying Agent”), initially being __________. The Accreted Value hereof is payable in lawful money of the United States of America to the person in whose name this Bond is registered (the “Registered Owner”) on the Bond registration books maintained by the Paying Agent. This Bond is one of a duly authorized issue of Bonds of the District designated as “Byron Union School District (Contra Costa County, California) General Obligation Bonds, 2006 Election, Series 2015C” (the “Bonds”), in an aggregate principal amount of $_____________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of A-2-2 Division 2 of Title 5 of the California Government Code (the “Bond Law”), and under a Resolution of the Board of Education of the District adopted on November 5, 2014 (the “Resolution”), authorizing the issuance of the Bonds. The issuance of the Bonds has been authorized by the requisite 55% vote of the electors of the District cast at a special bond election held on June 6, 2006, upon the question of issuing bonds in the amount of $19,700,000. The Bonds are being issued in the form of Current Interest Bonds in the aggregate principal amount of $___________, as Capital Appreciation Bonds (of which this Bond is one) in the aggregate denominational amount of $__________ and Convertible Capital Appreciation Bonds in the aggregate denominational amount of $____________, all subject to the terms and conditions of the Resolution. All capitalized terms herein and not otherwise defined have the meaning given them in the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the office of the Paying Agent) and the Bond Law for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the District thereunder, to all of the provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The principal of and interest and redemption premium, if any, on this Bond does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the District other than ad valorem taxes levied upon all taxable property in the District. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District nor the Paying Agent shall 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 respective stated maturities. The Bonds maturing on or after August 1, 2024 are subject to redemption prior to maturity as a whole, or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, at the option of the District, from any available source of funds, on August 1, 20___ and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, together with interest thereon to the date fixed for redemption, without premium. A-2-3 [If applicable:] The Bonds maturing on August 1, 20__ (the “Term Bonds”) are also subject to mandatory sinking fund redemption on or before August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to 100% of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed under the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, or on such other basis as designated pursuant to written notice filed by the District with the Paying Agent. Sinking Fund Redemption Date (August 1) Principal Amount To Be Redeemed The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. [The District has designated the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Tax A-2-4 Code"), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions' interest expense allocable to interest payable on the Bonds.] Reference is made to the Bond 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 Paying Agent and the Registered 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 Bond Resolution. It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, 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, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and is not entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. IN WITNESS WHEREOF, the Byron Union School District has caused this Bond to be executed by the facsimile signature of its President and attested by the facsimile signature of the Clerk of its Board of Education, all as of the date stated above. BYRON UNION SCHOOL DISTRICT By [EXHIBIT ONLY] President Attest: [EXHIBIT ONLY] Clerk of the Board A-2-5 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Resolution. Authentication Date: U.S. BANK NATIONAL ASSOCIATION, as Paying Agent [EXHIBIT ONLY] Authorized Signatory FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises. Dated: ______________ Signature Guaranteed: Note: Signature(s) must be guaranteed by a an eligible guarantor institution. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-3-1 APPENDIX A-3 FORM OF SERIES 2015C CONVERTIBLE CAPITAL APPRECIATION BOND CONVERTIBLE CAB NO. ______ ***$____________*** (Conversion Value) UNITED STATES OF AMERICA STATE OF CALIFORNIA CONTRA COSTA COUNTY BYRON UNION SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BOND 2006 ELECTION, SERIES 2015C ACCRETION RATE: CONVERSION DATE: INTEREST RATE FOLLOWING CONVERSION: MATURITY DATE: DATED DATE: CUSIP: REGISTERED OWNER: CEDE & CO. DENOMINATIONAL AMOUNT: *** DOLLARS*** CONVERSION VALUE: *** DOLLARS*** The BYRON UNION SCHOOL DISTRICT, a school district duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “District”), for value received, hereby promises to pay to the Registered Owner stated above, or registered assigns, the Conversion Value stated above on the Maturity Date stated above. Prior to the Conversion Date stated above, this Bond will not bear current interest, but will accrete in value on each Compounding Date, being February 1 and August 1, commencing on ____ 1, 20__, on the basis of a 360-day year comprised of twelve 30-day months, at a rate equal to the Accretion Rate per annum set forth above, to its Conversion Date. The Accreted Value (as such term is defined in the within- mentioned Bond Resolution) of this Bond as of any date prior to the Conversion Date will be determined in accordance with the Table of Accreted Values set forth hereon, representing the principal amount per $5,000 of Conversion Value together with interest accreted thereon. From and after the Conversion Date identified above, this Bond will bear interest on a principal amount equal to the Conversion Value, payable on February 1 and August 1 of each year, commencing February 1, 20___ (the “Interest Payment Dates”), to maturity. The Conversion Value hereof is payable at the corporate trust office of the paying agent for the Bonds (the “Paying Agent”), initially being _____. Interest hereon (including the final interest payment upon maturity) is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the Owner’s A-3-2 address as it appears on the registration books maintained by the Paying Agent as of the close of business on the 15th day of the month next preceding such Interest Payment Date (the “Record Date”), or at such other address as the Owner may have filed with the Paying Agent for that purpose. This Bond is one of a duly authorized issue of Bonds of the District designated as “Byron Union School District (Contra Costa County, California) General Obligation Bonds, 2006 Election, Series 2015C” (the “Bonds”), in an aggregate principal amount of $_________, all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates or redemption and other provisions) and all issued under the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), and under a Resolution of the Board of Education of the District adopted on May 21, 2015 (the “Bond Resolution”), authorizing the issuance of the Bonds. The issuance of the Bonds has been authorized by the requisite 55% vote of the electors of the District cast at a bond election held on June 6, 2006, upon the question of issuing bonds in the amount of $19,700,000. The Bonds are being issued in the form of Current Interest Bonds in the aggregate principal amount of $_____, as Capital Appreciation Bonds in the aggregate denominational amount of $_____, and as Convertible Capital Appreciation Bonds (of which this Bond is one) in the aggregate denominational amount of $_____, all subject to the terms and conditions of the Bond Resolution. All capitalized terms herein and not otherwise defined have the meaning given them in the Bond Resolution. Reference is hereby made to the Bond Resolution (copies of which are on file at the office of the Paying Agent) and the Bond Law for a description of the terms on which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and obligations of the District thereunder, to all of the provisions of which Bond Resolution the Owner of this Bond, by acceptance hereof, assents and agrees. The principal of and interest and redemption premium, if any, on this Bond does not constitute a debt of the County, the State of California, or any of its political subdivisions other than the District, or any of the officers, agents and employees thereof, and neither the County, the State of California, any of its political subdivisions, nor any of the officers, agents and employees thereof shall be liable hereon. In no event shall the principal of and interest and redemption premium, if any, on this Bond be payable out of any funds or properties of the District other than ad valorem taxes levied upon all taxable property in the District. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all A-3-3 other purposes, and neither the District nor the Paying Agent shall be affected by any notice to the contrary. [Insert applicable redemption provisions] For the purpose of selection for optional redemption, Bonds will be deemed to consist of $5,000 portions (principal amount, Maturity Value or Conversion Value, as appropriate), and any such portion may be separately redeemed. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. [The District has designated the Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Tax Code"), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions' interest expense allocable to interest payable on the Bonds.] Reference is made to the Bond 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 Paying Agent and the Registered 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 Bond Resolution. A-3-4 Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Paying Agent 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 DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), 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. It is certified, recited and declared that all acts and conditions required by the Constitution and laws of the State of California to exist, 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, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and is not entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. IN WITNESS WHEREOF, the Byron Union School District has caused this Bond to be executed by the facsimile signature of its President and attested by the facsimile signature of the Clerk of its Board of Education, all as of the date stated above. BYRON UNION SCHOOL DISTRICT By [EXHIBIT ONLY] President Attest: [EXHIBIT ONLY] Clerk of the Board A-3-5 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Bond Resolution. Authentication Date: ___________, 2014 ___________, as Paying Agent [EXHIBIT ONLY] Authorized Signatory FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Bond Registrar, with full power of substitution in the premises. Dated: ______________ Signature Guaranteed: Note: Signature(s) must be guaranteed by a an eligible guarantor institution. Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-3-6 TABLE OF ACCRETED VALUES FOR CONVERTIBLE CAPITAL APPRECIATION BONDS B-1 EXHIBIT B DISCLOSURE REQUIRED BY EDUCATION CODE SECTION 15146(b)(1)(E) 1. Financing term and time of maturity of the bonds (the entire series of bonds). Illustrative Option 1 includes only current interest bonds (“CIBs”), while Illustrative Option 2 includes both CIBs and capital appreciation bonds (“CABs”). However, Illustrative Option 1 is not permissible under current State Law. Option 1 is provided for comparison purposes. Each Illustrative Option is based on current market conditions and assumes debt service reductions from the anticipated refunding of the District’s Election of 2006, Series 2006A and Election of 2006, Series 2007B General Obligation Bonds. 2. Repayment ratio for the bonds (the entire series of bonds). - Illustrative Option 1: 1.82 (CIBs only) - Illustrative Option 2: 2.25 (CIBs and CABs) Maturity Principal Interest Total CIB D/S* Projected Tax (Ser A-C)Principal Interest Total D/S* Projected Tax (Ser A-C) 8/1/2015 0.00 0.00 0.00 0.00 0.00 0.00 8/1/2016 0.00 0.00 0.00 27.04 0.00 0.00 0.00 27.04 8/1/2017 0.00 211,811.81 211,811.81 34.23 10,000.00 79,397.00 89,397.00 29.83 8/1/2018 0.00 245,975.00 245,975.00 34.76 0.00 92,187.50 92,187.50 29.91 8/1/2019 0.00 245,975.00 245,975.00 34.59 0.00 92,187.50 92,187.50 30.00 8/1/2020 0.00 245,975.00 245,975.00 34.33 0.00 92,187.50 92,187.50 29.92 8/1/2021 0.00 245,975.00 245,975.00 34.10 0.00 92,187.50 92,187.50 29.87 8/1/2022 0.00 245,975.00 245,975.00 34.06 0.00 92,187.50 92,187.50 30.00 8/1/2023 0.00 245,975.00 245,975.00 33.74 0.00 92,187.50 92,187.50 29.85 8/1/2024 0.00 245,975.00 245,975.00 33.64 0.00 92,187.50 92,187.50 29.90 8/1/2025 0.00 245,975.00 245,975.00 33.56 0.00 92,187.50 92,187.50 29.98 8/1/2026 0.00 245,975.00 245,975.00 33.35 0.00 92,187.50 92,187.50 29.92 8/1/2027 0.00 245,975.00 245,975.00 33.28 0.00 92,187.50 92,187.50 29.98 8/1/2028 0.00 245,975.00 245,975.00 33.06 0.00 92,187.50 92,187.50 29.90 8/1/2029 0.00 245,975.00 245,975.00 32.97 0.00 92,187.50 92,187.50 29.94 8/1/2030 0.00 245,975.00 245,975.00 32.85 0.00 92,187.50 92,187.50 29.94 8/1/2031 0.00 245,975.00 245,975.00 32.78 0.00 92,187.50 92,187.50 29.99 8/1/2032 0.00 245,975.00 245,975.00 32.58 0.00 92,187.50 92,187.50 29.90 8/1/2033 1,540,000.00 245,975.00 1,785,975.00 29.65 1,445,915.70 341,271.80 1,787,187.50 29.95 8/1/2034 1,670,000.00 194,000.00 1,864,000.00 29.99 757,816.95 1,107,183.05 1,865,000.00 29.98 8/1/2035 1,830,000.00 110,500.00 1,940,500.00 29.91 751,253.80 1,193,746.20 1,945,000.00 29.99 8/1/2036 380,000.00 19,000.00 399,000.00 3.43 742,995.00 1,282,005.00 2,025,000.00 29.95 8/1/2037 715,080.00 1,334,920.00 2,050,000.00 28.99 8/1/2038 1,000,000.00 50,000.00 1,050,000.00 12.78 Total 5,420,000.00 4,470,911.81 9,890,911.81 5,423,061.45 6,771,335.55 12,194,397.00 *Net of deposit to interest and sinking fund Illustrative Option 1: Estimated CIB Only D/S Illustrative Option 2: Estimated CIB & CAB D/S B-2 3. Estimated change in assessed value (“AV”) of taxable property within the District over the term of the bonds. - 4.25% commencing in 2015-16. 4. Total overall cost of the CABs. - In Illustrative Option 2, the estimated principal amount of CABs is $3.16 million with an estimated debt service cost of $8.13 million. This is a repayment ratio for just the CABs of 2.57 to 1 and the estimated debt service cost and repayment ratio reflected are based on market conditions at the time of the drafting of this resolution. Figures and amounts will change dependent on market conditions on the day of sale. 5. Comparison of #4 to overall cost if instead of CABs, the District issued CIBs. - The difference in the overall debt service cost between Illustrative Option 1 and 2 is estimated at $2.3 million. However, Illustrative Option 1 would require a tax rate in excess of the Proposition 39 tax rate limit of $30.00 per $100,000 of assessed value for non-unified school districts and is not permissible under current State Law. 6. Reason for recommending CABs. - The minimal amount of CABs utilized to achieve the District’s stated goals is recommended to be included in the authorizing resolution to allow the District to issue all of its remaining bond authorization from the 2006 Election. Proceeds from the bonds would be used to repay the District’s outstanding BAN scheduled to mature on September 1, 2015 and fund additional projects while remaining below the Proposition 39 tax rate limit of $30.00 per $100,000 of assessed value. The District is also utilizing CABs to eliminate the additional costs of issuance associated with a subsequent bond sale that would be required to access the remaining authorization if CABs were not used. 7. Attached hereto is the Underwriter’s G-17 Disclosure.