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HomeMy WebLinkAboutMINUTES - 02131990 - 1.64 A'7 1 -064 RESOLUTION 90/99 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA, AUTHORIZING THE ISSUANCE OF MARTINEZ UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, CALIFORNIA 1990 GENERAL OBLIGATION BONDS, SERIES C, IN THE PRINCIPAL AMOUNT NOT TO EXCEED $5 MILLION FOR .THE PURPOSE OF FINANCING THE ACQUISITION AND IMPROVEMENT OF REAL PROPERTY. WHEREAS, a duly called special municipal election was held in the Martinez Unified School District, County of Contra Costa, State of California (hereinafter referred to as the "District" ) , on June 7, 1988 and thereafter canvassed pursuant to law; WHEREAS, at such election there was submitted to and approved by the requisite two-thirds vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters , in the maximum amount of $25 , 000, 000 payable from the levy of an ad valorem tax against the taxable property in the District ; WHEREAS, at this time this Board has received the resolution of the governing board of the District requesting the issuance of a portion of such Bonds in the aggregate principal amount not to exceed $5 million (the "Series C Bonds" ) ; WHEREAS, all acts , conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of .general obligation bonds of the District , and the indebtedness of the District, including this proposed issue of Series C Bonds , is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA, AS FOLLOWS : SECTION 1 . Purpose of Series C Bonds . That for the purpose of raising money for real property acquisition or improvements at Alhambra High School, including the acquisition of land and the construction and reconstruction of school facilities , improvements and on-site and off-site drainage facilities , and to pay all necessary legal , financial , engineering and contingent costs in connection therewith, the County hereby authorizes the issuance of the Series C Bonds . 1 NUMATTER/174 RESOLUTION 90/99 1' SECTION 2 . Notice Inviting Bids . The invitation for bids for the purchase of the Series C -Bonds is hereby authorized, such invitation to be substantially in accordance with the Notice Inviting Proposals For Purchase of Bonds attached hereto as Exhibit A and by this reference incorporated herein (the "Notice Inviting Bids" ) . Said Notice Inviting Proposals and the Bid Form ( including the memorandum of interest cost) , attached hereto as Exhibit B and by this reference incorporated herein, are hereby approved. SECTION 3 . Local Publication of Notice of Intention to Sell Bonds . The Superintendent of the District is hereby directed to execute and the Clerk of the District is directed to publish the Notice of Intention to Sell Bonds substantially in the form attached hereto as Exhibit C (which form is hereby approved) in the Contra Costa Times, a newspaper published and of general circulation in the County of Contra Costa, California , once a week for two successive weeks . SECTION 4 . Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series C Bonds shall be as specified in said Notice Inviting Proposals . SECTION 5 . Furnishing of Notice Inviting Bids and Official Statement . The Clerk of the District and the financial advisor to the District, Kelling , Northcross & Nobriga, Inc . (the "Financial Advisor" ) are hereby authorized and directed to cause to be furnished to prospective bidders a reasonable number of copies of said Notice Inviting Proposals ( including the Bid Form) and a reasonable number of copies of the Official Statement . SECTION 6 . Publication of Notice of Intention to Sell Bonds . The Superintendent of the District is hereby further directed to execute and publish said Notice of Intention to Sell in The Bond Buyer once at least fifteen (15) days prior to the date set to receive bids . SECTION 7 . General Authorization. The Financial Advisor and/or Bond Counsel are hereby authorized and directed to open the bids at the time and place specified in said Notice Inviting Proposals and to present the same to the County. The Financial Advisor and/or Bond Counsel are hereby authorized and directed to receive and record the receipt of all bids made pursuant to said Notice Inviting Proposals , to cause said bids to be examined for compliance with said Notice Inviting Proposals , to cause computations to be made as to which bidder has bid the lowest net interest cost, as provided in said Notice Inviting Proposals, along with a report as to the 2 NUMATTER/174 ��. foregoing and any other matters deemed pertinent to the award of the Series C Bonds and the proceedings for the issuance thereof . SECTION 8 . Series C Bond Terms . The Series C Bonds shall be issued as fully registered Bonds registered as to both principal and interest, in the denominations of $5, 000 or any integral multiple thereof, and shall be dated March 1, 1990. The Series C Bonds shall bear interest from the date of the Series C Bonds to maturity of each of the Series C Bonds at a rate or rates such that the interest rate shall not exceed 12% per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates" ) , commencing February 1, 1991, until the principal amount has been paid or provided for. Each Series C Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before January 15 , 1991 , in which event it shall bear interest from March 1 , 1990 . The Series C Bonds shall mature on August 1 of the years and in the amounts determined by the County Treasurer-Tax Collector upon the recommendation of the District, such determination to be conclusively evidenced by the execution thereof . The Series C Bonds maturing on or before August 1, 1998, are not subject to redemption. The Series C Bonds maturing on August 1, 1999 , or any time thereafter, are subject to redemption prior to their stated maturity date at the option of the District , in whole on any date, or in part on any Interest Payment Date, on or after August 1 , 1998 , and may be redeemed prior to the maturity thereof by payment of all principal , plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount) , payable from any source lawfully available therefor , as follows : Redemption Date Redemption Price August 1, 1998 through July 31 , 1999 102 % August 1 , 1999 through July 31 , 2000 101'/2 August 1 , 2000 through July 31, 2001 101 August 1 , 2b01 through July 31 , 2002 100% August 1 , 2002 and thereafter 100 3 NUMATTER/174 %� 7 If less than all of the Series C Bonds of any one maturity shall be called for redemption, the particular Series C Bonds or portions of Series C Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however , that the portion of any Series C Bond to be redeemed shall be in the principal amount of $5, 000 or some multiple thereof and that , in selecting Series C Bonds for redemption, the Bond Registrar (as defined in Section 10 below) shall treat each Series C Bond as representing that number of Series C Bonds which is obtained by dividing the principal amount of such Series C Bond by $5, 000 . If less than all of the Series C Bonds stated to mature on different dates shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities . The Bond Registrar shall give notice of the redemption of the Series C Bonds at the expense of the District . Such notice shall specify: (a) that the Series C Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Series C 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 Series C 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 Series C Bond to be redeemed, the portion of the principal amount of such Series C Bond to be redeemed, together with interest accrued to said date, and 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 original purchaser of the Series C Bonds , or if the original purchaser is a syndicate, to the managing .member of such syndicate, 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 County and the respective Owners of any registered Series C 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 Series C Bonds . 4 NUMATTER/174 SECTION 9 . The Series C Bonds shall be signed by the Chairman of the Board of Supervisors and the County Treasurer-Tax Collector by their manual or facsimile signatures and countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by the Clerk of the Board of Supervisors , all in their official capacities . No Series C Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this resolution unless- and until the certificate of authentication printed on the Series C Bond is signed by the Bond Registrar as authenticating agent . Authentication by the Bond Registrar shall be conclusive evidence that the Series C Bond so authenticated has been duly issued, signed and delivered under this resolution and is entitled to the security and benefit of this Resolution. SECTION 10 . This Board does hereby appoint Bank of America National Trust and Savings Association, San Francisco, California , to act as the authenticating agent, bond registrar , transfer agent and paying agent (collectively, the "Bond Registrar") for the Series C Bonds . SECTION 11 . The principal of and interest on the Series C Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. Principal shall be payable when due upon presentation and surrender of the Series C Bonds at the principal corporate trust office of the Bond Registrar . Interest on a Series C Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Series C Bond was registered, and to that person' s address appearing, on the Bond Register (as defined in Section 12 below) at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date" ) . SECTION 12 . So long as any of the Series C Bonds remain outstanding, the District will cause the Bond Registrar to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series C Bonds as provided in this Section (the "Bond Register" ) . Subject to the provisions of Section 11 above, the person in whose name a Series C Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series C Bond shall be made only to or upon the order of that person; neither the District , the County nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. 5 NUMATTER/174 All such payments shall be valid and effectual to satisfy and discharge the District ' s liability upon the Series C Bonds, including interest, to the extent of the amount or amounts so paid. Any Series C Bond may be exchanged for Series C Bonds of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Bond Registrar, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. A Series C Bond may be transferred only o'n the Bond Register upon presentation and surrender of the Series C Bond at the principal corporate trust office of the Bond Registrar together with an assignment executed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Series C Bond or Series C Bonds of any authorized denomination or denominations requested by the owner equal in the aggregate to the unmatured principal amount of the Series C Bond surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the County are required, the Bond Registrar shall undertake the exchange or transfer of Series C Bonds only after the new Series C Bonds are signed by the authorized officers of the County. In all cases of exchanged or transferred Series C Bonds, the County shall sign and the Bond Registrar shall authenticate and deliver Series C Bonds in accordance with the provisions of this Resolution . All fees and costs of transfer shall be paid by the transferor. Those charges may be required to be paid before the procedure is begun for the exchange or transfer . All Series C Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt , and entitled to the same security and benefit under this Resolution as the Series C Bonds surrendered upon that exchange or transfer . Any Series C Bond surrendered to the Bond Registrar for payment , retirement , exchange, replacement or transfer shall be cancelled by the Bond Registrar . The District and the County may at any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered Series C Bonds that the District and the County may have acquired in any manner whatsoever, and those Series C Bonds shall be promptly cancelled by the Bond Registrar . Written reports of the surrender and cancellation of Series C Bonds shall be made to the District and the County by the Bond Registrar at least twice each calendar year. The cancelled Series C Bonds shall 6 NUMATTER/174 be retained for a period of time and then returned to the District or destroyed by the Bond Registrar as directed by the District. Neither the District, the County nor the Bond Registrar will be required (a) to issue or transfer any Series C Bonds during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date. of selection of Series C Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any Series C Bonds which have been selected or called for redemption in whole or in part . SECTION 13 . The Series C Bonds shall be in substantially the following form, allowing those officials executing the Series C Bonds to make the insertions and deletions necessary to conform the Series C Bonds to this Resolution. (Form of Face of Bond) REGISTERED REGISTERED NO. $ MARTINEZ UNIFIED SCHOOL DISTRICT CONTRA COSTA COUNTY, CALIFORNIA 1990 GENERAL OBLIGATION BONDS, SERIES C INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP per annum August 1 , March 1, 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: .. The Martinez Unified School District (the "District" ) in Contra Costa County, California (the "County" ) , for value received, promises to pay to the Registered Owner named above, or registered assigns , the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on February 1 , and August 1 of each year (the "Interest payment Dates" ) , commencing February 1, 1991 . This bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof unless it is authenticated as of a day during the period from the 16th day of the month next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is 7 NUMATTER/174 authenticated on or before January 15, 1991, in which event it shall bear interest from March 1,- -1990 . Principa"l and interest are payable in lawful money of the United States of America, without deduction for the paying agent services , to the person in whose name this bond (or, if applicable, one or more predecessor bonds) is registered (the "Registered Owner" ) on the Register maintained by the Bond Registrar, initially Bank of- America, NT&SA. Principal is payable upon presentation and surrender of this bond at the principal corporate trust office of the Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each Interest Payment Date to the owner of this bond (or one or more predecessor bonds) as shown and at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date" ) . REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist , to occur and to be performed or to have been met precedent to and in the issuing of the bonds in order to make them legal , valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the bonds has been received; eived; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the bonds ; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been signed. IN WITNESS WHEREOF, the Martinez Unified School District , Contra Costa County, California , has caused this bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chairman of the Board of Supervisors of the County and the County Treasurer-Tax Collector , and to be countersigned by the manual or facsimile signature of the Clerk of the Board of 8 NUMATTER/174 Supervisors of the County, and has caused the seal of the County to be affixed hereto, all as of the date stated above. [SEAL] CONTRA COSTA COUNTY, CALIFORNIA By: Chairman, Board of Supervisors COUNTERSIGNED: Clerk, Board of Supervisors Treasurer-Tax Collector 9 NUMATTER/174 CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the Bond Resolution referred to herein. Date of Registration and Authentication: Bond Registrar By: Authorized Representative 10 NUMATTER/174 (Form of Reverse of Bond) This bond is one of a series of $5, 000, 000 of bonds issued for the purpose of raising money for real property acquisition or improvements at Alhambra High School , including the acquisition of land and the construction and reconstruction of school facilities , improvements and on-site and off-site drainage facilities, and to pay all necessary legal , financial, engineering and 'contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite two-thirds vote of the electors of the District cast at a special election held on June 7, 1988 , upon the question of issuing bonds in the amount of $25 , 000 , 000 and the resolution of the Board of Education of the District adopted on January 23 , 1990 (the "District Resolution" ) and the resolution of the County Board of Supervisors adopted on February 13 , 1990 (the "Bond Resolution" ) . This bond and the issue of which this bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District , which taxes are unlimited as to rate or amount . 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 Bond Registrar, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Bond Registrar , 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 Bond Registrar, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor . The District, the County and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of this bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes , and neither the District, the County nor the Bond Registrar shall be affected by any notice to the contrary. The bonds maturing on or before August 1, 1998, are not subject to redemption. The bonds maturing on August 1, 1999 , or any time thereafter, subject to redemption prior to their stated maturity date at the option of the District, in whole on any date, or in part on any Interest Payment Date, on or after August 1, 1998 , and may be redeemed prior to the maturity thereof by payment of all principal , plus accrued interest to date of redemption, plus the payment of a premium (expressed as 11 NUMATTER/174 a percentage of the principal amount) , payable from any source lawfully available. therefor , as follows : Redemption Date Redemption Price August 1, 1998 through July 31, 1999 102 % August 1, 19.99 through July 31, 2000 101'/2 August 1 , 2000 through July 31, 2001 101 August 1 , 2001 through July 31, 2002 100'/2 August 1 , 2002 and thereafter 100 If less than all of the bonds of any one maturity shall be called for redemption, the particular bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however , that the portion of any bond to be redeemed shall be in the principal amount of $5 , 000 or some multiple thereof and that , in selecting bonds for redemption, the Bond Registrar shall treat each bond as representing that number of bonds which is obtained by dividing the principal amount of such bond by $5, 000 . If less than all of the bonds stated to mature on different dates shall be called for redemption, the particular bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities . The Bond Registrar 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, and 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 original purchaser of the bonds , or if the original purchaser is a syndicate, to the managing member of such syndicate, 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 , the County and the respective Owners of any 12 NUMATTER/174 registered 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, the County nor the Bond Registrar will be required (a) to issue or transfer any bond during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date of selection of bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any bond which has been selected or called for redemption in whole or in part . 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 County, the Bond Registrar 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. 13 NUMATTER/174 ASSIGNMENT For value received, the undersigned sells, assigns and transfers to (print or typewrite name, address and zip code of Transferee) • this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for registration thereof , with full- power of substitution in the premises . Dated: Signature Guaranteed: Commercial bank, trust company or member of a national securities exchange. Notice: The assignor ' s signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or any change whatever . 14 NUMATTER/174 LEGAL OPINION The following is a true copy of the opinion rendered by Brown & Wood in connection with the issuance of , and dated as of the date of the original delivery of , the bonds . A signed copy is on file in my office. (Facsimile) Clerk Board of Supervisors (Form Of Legal Opinion) SECTION 14 . The proper officials of the County shall cause the Series C Bonds, to be prepared and, following their sale, shall have the Series C Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series C Bonds, to the original purchaser upon payment of the purchase price in federal funds . SECTION 15 . The proceeds from the sale of the Series C Bonds , to the extent of the principal amount thereof, shall be paid to the County to the credit of the fund hereby created and established and to be known as the "1990 Series C Martinez Unified School District Building Fund" of the District , shall be kept separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purpose for which the Series C Bonds are being issued and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The accrued interest and any premium received by the County from the sale of the Series C Bonds shall be kept separate and apart in the fund hereby created and established and to be designated as the " 1990 Series C Martinez Unified School District General Obligation Bond Interest and Sinking Fund" (the "Debt Service Fund" ) for the Series C Bonds and used only for payments of principal and interest on the Series C Bonds . Any excess proceeds of the Series C Bonds not needed for the authorized purposes set forth herein for which the Series C Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of principal and interest on the Series C Bonds at the direction of the District . If , after payment in full of the Series C Bonds , there remain excess proceeds, any such excess amounts shall be transferred to the gener'al fund of the District . Except as required below to satisfy the requirements of Section 148(f) of the Internal Revenue Code of 1986, as amended 15 NUMATTER/174 (the "Code" ) , interest earned on the investment of monies held in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County to pay principal and interest on the Series C Bonds when due, and interest earned on the investment of monies held in the Building Fund shall be retained in a sub-account of said Fund to be known as the "1990 Series C Martinez Unified School District Building Fund - Interest Earnings Subaccount" and may be used for any capital improvements of the District . There is also created a 1990 Series C Martinez Unified School District General obligation Bond Rebate Fund" (the "Rebate Fund" ) . Investment earnings on monies in the Building Fund and the Debt Service Fund and certain other amounts shall from time to time be paid into the Rebate Fund as required to enable the District to comply with the requirement of Section 148(f) of the Code . Any money remaining in the Rebate Fund after the payment in full of the Series C Bonds , either at maturity or earlier redemption, and the payment to the United States Treasury of any amounts required pursuant to Section 148(f) of the Code, and any regulations thereunder , shall be transferred to the Building Fund, or if the Building Fund is not then in existence, shall be transferred to the general fund of the District . SECTION 16 . There shall be levied on all the taxable property in the District , in addition to all other taxes , a continuing direct ad valorem tax annually during the period the Series C Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series C Bonds when due, which moneys when collected will be placed in the Debt Service Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series C Bonds when and as the same fall due . SECTION 17 . This Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series C Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met , or will at the time of delivery of the Series C Bonds have been performed and have been met , in regular and due form as required by law; that the full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series C Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been -exceeded in the issuance of the Series C Bonds . SECTION 18 . The form of Official Statement relating to the Series C Bonds presented to this meeting and on file with the 16 NUMATTER/174 /- Clerk of the Board, is hereby approved. The Official Statement in substantially said form, with such changes as the authorized officials of the District may require or approve, which approval shall be conclusively evidenced by delivery thereof shall hereinafter .be referred to as the "Official Statement" . The financial advisor of the District , Kelling , Northcross & Nobriga , Inc. , is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Series C Bonds and is directed to deliver copies of any final Official Statement to the purchaser of the Series C Bonds . SECTION 19 . Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series C Bonds and otherwise carry out , give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. SECTION 20 . The Clerk of this Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. SECTION 21 . This resolution shall take effect immediately upon its passage . PASSED AND ADOPTED this 13th day of February, 1990 , by the following vote : AYES: SuperviporF PowerF , Schroder, McPeak, TorlakFon, Fanden NOES : None ABSENT: None ABSTENTIONS : None Chairwo-�t2n, Board of Supervisors [SEAL] Attest : �lae&l_ � Deputy Clerk, Board of SuAerviForp 17 NUMATTER/174 C:T.F..R.K' S CERTIFICATE I , Jeanne O, Maglio, Deputy Clerk of the Board of SupervisorF of the County of Contra Costa , California, hereby certify as follows : The foregoing is a full , true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular meeting place thereof on February 6 , 1990 , of which meeting all of the members of the Board of said County had due notice and at which a quorum was present . I have carefully compared the same with the original minutes of said meeting on file and of record in my office and the foregoing is a full , true and correct copy of the original resolution adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect . Dated: February 13 , 1990 -7� Deputy Clerk [Seal] 18 NUMATTER/168 EXHIBIT A NOTICE INVITING PROPOSALS FOR PURCHASE OF BONDS $5 , 000 , 000 MARTINEZ UNIFIED SCHOOL DISTRICT CONTRA COSTA COUNTY, CALIFORNIA 1990 GENERAL OBLIGATION BONDS, SERIES C NOTICE IS HEREBY GIVEN that sealed unconditioned proposals will be received to and including the hour of 11 : 00 a .m. , Pacific Standard Time, on March 5 , 1990, at the offices of Kelling , Northcross & Nobriga , Inc. , 595 Market Street , Suite 1350, San Francisco, California 94105, for the purchase of all , but not less than all , of $5, 000, 000 principal amount of Martinez Unified School District, Contra Costa County, California , 1990 General Obligation. Bonds, Series C (the "Bonds" ) . On March 6, 1990, the Board of Supervisors will meet for the purpose of considering bids received and, if an acceptable bid is received, awarding the contract for the purchase of the Bonds . In the event that the Board of Supervisors does not award a bid on said date, proposals will be received on the following Monday at the same time and place specified above and each Monday thereafter until such time as a bid is awarded. Issue: The Bonds will be dated March 1 , 1990 , will be in the denomination of $5 , 000 each, or integral multiples thereof , and will bear interest from the date of the Bonds to the maturity of each of the Bonds at the rate or rates such that the interest rate shall not exceed 12% per annum, with interest payable on February 1, 1991, and semiannually thereafter on August 1 and February 1 of each year during the term of each of the Bonds . The Bonds mature on August 1 in each of the years 1992 to 2014 , inclusive, as follows : A-1 NUMATTER/174 PRINCIPAL PRINCIPAL YEAR AMOUNT YEAR AMOUNT 1992 2004 1993 2005 1994 2006 1995 2007 1996 2008 1997 2009 1998 2010 1999 2011 2000 2012 2001 2013 2002 2014 2003 Redemption: The Bonds maturing on or before August 1, 1998 , are not subject to redemption. The Bonds maturing on August 1, 1999 , or any time thereafter, are subject to redemption prior to their stated maturity date at the option of the District, in whole on any date, or in part on any interest payment date, on or after August 1, 1998 , in inverse order of maturity and by lot within any such maturity if less than all of the Bonds of such maturity are to be redeemed, and may be redeemed prior to the maturity thereof by payment of all principal , plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount) , payable from any source lawfully available therefor, as follows : Redemption Date Redemption Price August 1, 1998 through July 31, 1999 102 % August 1, 1999 through July 31 , 2000 1011/2 August 1, 2000 through July 31 , 2001 101 August 1 , 2001 through July 31, 2002 1001/2 August 1, 2002 and thereafter 100 Notice of Redemption Notice of redemption of any Bond will be mailed to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the registr,7tion records maintained by the Bond Registrar designated for this issue of Bonds; such mailing to be not more than 60 nor less than 30 days prior to the date set for redemption. Failure to mail notice to any owner will not affect the validity of the proceedings for the redemption of Bonds . A-2 NUMATTER/174 P .0 Registration of Bonds as to Principal and Interest and Place of Payment : Principal and premium, if any, are payable at the principal corporate trust office of Bank of America National Trust and Savings Association, San Francisco, California, the Bond Registrar . Interest is payable by check or draft mailed from the Bond Registrar to the person in whose name the Bond was registered at the. close of business on the 15th day of the calendar month next preceding that interest payment date (the record date) . Authority: The Bonds will be issued pursuant to the Constitution and laws of the State of California . The issuance of the Bonds was authorized by a two-thirds vote of the qualified electors of the District voting at a special election held on June 7, 1988 . Security: Both principal of and interest on the Bonds are payable from an unlimited ad valorem tax levied against all of the taxable property in the District . Form of Bid: A prescribed form of bid for the Bonds will be prepared and all bids must be submitted on such form. Copies of the prescribed bid form will be included with the Official Statement for the Bonds . Interest Rates : All bids for the purchase of the Bonds must state the rate or rates of interest to be paid and no bid at a price less than the par value of the Bonds , together with all accrued interest thereon to the date of the delivery of the Bonds, will be considered. All Bonds of the same maturity must bear the same rate of interest and no Bond may bear more than one rate. Bidders may specify any number of different rates to be borne on the Bonds; all interest rates must be in multiples of 1/8 or 1/20 of one percent; and the rate on any maturity shall not be more than three percent (3%) higher than the interest rate on any other maturity. Bid Check: All bids must be accompanied by a certified check or cashier ' s check in a sum equal to one percent ( A) of the par value of A-3 NUMATTER/174 the Bonds , drawn on a bank or trust company payable to the order of the Auditor-Controller of Contra Costa County. No interest will be paid on the check of any bidder. The check of the successful bidder will be applied to the purchase price of the Bonds or retained and forfeited as liquidated damages in the event such bidder does not take up and pay for the Bonds immediately upon their issuance . All checks of the unsuccessful bidders will be returned upon the award of the Bonds to the successful bidder . CUSIP Numbers : CUSIP numbers have been applied for and will be printed on the Bonds and the cost of printing thereof and service bureau assignment will be purchaser ' s responsibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of an pay for the Bonds . Right of Rejection: The County reserves the right in its discretion to reject any and all bids received and to waive any irregularity or informality in the bids , except that the time for receiving bids shall be of the essence. Cost of Bond Forms : The District will bear the cost of the Bond forms and the printing thereof and will furnish fully executed Bonds to the purchaser upon payment therefor . Award and Delivery: Unless all bids are rejected, the Bonds will be awarded to the bidder whose proposal results in the lowest net interest cost to the District . The net interest cost will be determined by computing the aggregate amount of interest payable on the Bonds from their stated date to their respective maturities and by deducting therefrom any premium. Delivery of the Bonds will be made to the purchaser upon payment in federal funds at the offices of Brown & Wood, 555 California Street , Suite 5060 , San Francisco, CA 94104 , or at the purchaser ' s request and expense, at any other place mutually agreeable to both the County and the purchaser . Prompt Award: The County will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration A-4 NUMATTER/174 of the time herein prescribed for the receipt of proposals , unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. Legal Opinion: The Bonds are sold with the understanding that the purchaser will be furnished with the approving opinion of Brown & Wood. A copy of the opinion, but without its date, will be printed on the Bonds . Said attorneys have been retained by the District as Bond Counsel and in such capacity are to render their opinion only upon "the legality of the Bonds under California law and on the exemption of the interest income on such Bonds from federal and State of California income taxes . Fees of Bond Counsel will be paid from Bond proceeds . Tax-Exempt Status : In the opinion of .Bond Counsel , under existing laws , interest on the Bonds is exempt from all present State of California personal income taxes, and assuming compliance with certain covenants made by the District and County, interest on the Bonds is not includable in the gross income of the owners of the Bonds for federal income tax purpose, provided that such interest may be included in the calculation for certain taxes , including the corporate alternative minimum tax and the corporate environmental tax. Should changes in the law cause Bond Counsel ' s opinion to change prior to delivery of the Bonds to the purchaser , the purchaser will be relieved of its responsibility to pick up and pay for the Bonds, and in that event his bid check will be returned. Qualification for Insurance: If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs shall be paid by such bidder . Any failure of the Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal to purchase the Bonds . No Litigation and Non-Arbitrage: The District will deliver a certificate stating that no litigation is pending affecting the issuance and sale of the Bonds . The District will also deliver an arbitrage certificate A-5 NUMATTER/174 covering its reasonable expectations concerning the Bonds and the use of proceeds thereof . Additional Information: Copies of the Notice Inviting Proposals for Purchase of Bonds, the form of bid, and the Official Statement relating to the Bonds will be furnished to any bidder upon request made to Kelling, Northcross & Nobriga , Inc . , 595 Market Street , Suite 1350 , San Francisco, CA 94105, (415) 362-4110 or 5776 Stoneridge Mall Road, Suite 380, Pleasanton, CA 94588, (415) 734-0755 . Two hundred (200) extra copies of the final Official Statement will be made available to the purchaser without charge within seven (7) days following the County action awarding the sale of the Bonds, and additional copies will be made available upon request at the purchaser ' s expense. Dated: 1990 MARTINEZ UNIFIED SCHOOL DISTRICT By: Business Manager A-6 NUMATTER/174 EXHIBIT B BIDS FOR THE PURCHASE OF MARTINEZ UNIFIED SCHOOL DISTRICT CONTRA COSTA COUNTY, CALIFORNIA 1990 GENERAL OBLIGATION BONDS, SERIES C $5, 000 , 000 March 5, 1990 Martinez Unified School District Contra Costa County, California On behalf of a group which we have formed consisting of : and pursuant to the Notice Inviting Bids hereinafter mentioned, we offer to purchase all of the Five Million Dollars ($5 , 000 , 000) principal amount of the Bonds designated as "Martinez Unified School District, Contra Costa County, California 1990 General Obligation Bonds , Series C, " maturing on August 1 in the years and amounts and bearing interest at the rate or rates set forth in the following schedule: YEAR PRINCIPAL INTEREST YEAR PRINCIPAL INTEREST (August 1) AMOUNT RATE (August 1) AMOUNT RATE 1992 $ % 2004 $ % 1993 2005 1994 2006 1995 2007 1996 2008 1997 2009 1998 2010 1999 2011 2000 2012 2001 2013 2002 2014 2003 NUMATTER/174 and to pay therefor the aggregate sum of $ plus interest accrued on such Bonds to the date of delivery thereof . This bid is made subject to all the terms and conditions of the Notice Inviting Bids heretofore published, all of which terms and conditions are made a part hereof as fully as though set forth in full in this bid. As specified in the Notice Inviting Bids, this bid is subject to acceptance not later than twenty-six (26) hours after the expiration of the time for the receipt of bids, and the opinion of Brown & Wood approving the validity of the Bonds will be furnished us (if we are the successful bidder) at the time of the delivery of the Bonds at the expense of the District . There is enclosed herewith a certified check in the amount of fifty thousand dollars ($50, 000) payable to the order of the Audit.or-Controller of Contra Costa County. There is submitted herewith a memorandum (which shall not constitute a part of this bid) stating the total net interest cost in dollars on the Bonds during the life of the issue under this bid, and the average net interest rate determined thereby. Respectfully submitted, Name: (Account Manager) By: Address : City: State: MEMORANDUM OF INTEREST COST The total net interest cost on the Bonds during the life of the issue to . under the above bid is $ and the average net interest rate determined thereby is 2 NUMATTER/174 EXHIBIT C NOTICE OF INTENTION TO SELL BONDS $5, 000, 000 MARTINEZ UNIFIED SCHOOL DISTRICT Contra Costa County, California 1990 General Obligation Bonds, Series C NOTICE IS HEREBY GIVEN that the Martinez Unified School District (the "District") , in Contra Costa County, California, intends to offer for public sale on March 5, 1990, at the hour of 11 a .m. at the office of Kelling, Northcross & Nobriga, Inc. , 595 Market Street , Suite 1350, San Francisco, California 94105 $5 , 000, 000 principal amount of general obligation bonds of the District designated "Martinez Unified School District, Contra Costa County, California 1990 General Obligation Bonds, Series C" (the "Bonds" ) . On March 6, 1990, the Board of Supervisors will meet for the purpose of considering bids received and, if an acceptable bid is received, awarding the contract for the purchase of the Bonds . In the event that the Board of Supervisors does not award a bid on said date, proposals will be received the following Monday at the same time and place specified above and each Monday thereafter until such time as a bid is awarded. NOTICE IS HEREBY FURTHER GIVEN that the Bonds will be offered for public sale subject to the terms and conditions of the Notice Inviting Bids for the Bonds , dated March 1 , 1990 . An Official Statement and a Notice Inviting Bids relating to the Bonds will be furnished upon request mailed to Kelling, Northcross & Nobriga, Inc. , 595 Market Street , Suite 1350, San Francisco, California 94105, (415) 362-4110 or 5776 Stoneridge Mall Road, Suite 380, Pleasanton, California 94588 the financial consultant to the District for the Bonds . Dated: 1990 By: Business Manager Martinez Unified School District C-1 3035004/1