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HomeMy WebLinkAboutMINUTES - 10281997 - C70 G 7a RESOLUTION OF THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY,CALIFORNIA RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF TAX AND REVENUE ANTICIPATION NOTES ON BEHALF OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$12,000,000 AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS 97/570 On motion of Supervisor Uilkema , duly seconded and carried, the following resolution was adopted: RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), a school district organized and existing under the laws of the State of California is authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which such school district is authorized to spend moneys;and WHEREAS, pursuant to the Law, such notes are required to be issued in the name and on behalf of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district,as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing; and WHEREAS, the Board of Education of the San Ramon Valley Unified School District (the "District') has heretofore adopted its Resolution No. 20/97-98 on October 7, 1997 (the "District Resolution) finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 1997-1998 for authorized purposes of the District,and requesting that the Board of Supervisors (the 'Board") of the County of Contra Costa (the "County") for that purpose authorize the sale and issuance of tax and revenue anticipation notes in the name,and on behalf of,the District in the principal amount of not to exceed $12,000,000 under and pursuant to the provisions of the Law; and WHEREAS, pursuant to said District Resolution, the District has approved the sale of such notes to Altura,Nelson & Co., Incorporated as underwriter (the "Underwriter"), and has approved the form of an official statement (the "Official Statement") relating to the offering and sale of such notes for the District; NOW,THEREFORE,it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board of Supervisors to issue notes on its behalf. Section 3. Authorization and Terms of Notes. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1997-1998, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twelve Million Dollars ($12,000,000) in the name and on behalf of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated the "San Ramon Valley Unified School District (Contra Costa County, California) 1997-1998 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of issuance. The Notes shall bear interest from their date,payable at maturity and computed on a 30-day month/360-day year basis, at the rate of interest to be set forth in the Purchase Contract approved pursuant to Section 14 hereof(the "Purchase Contract"). Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes; Book-Entry System. The Notes shall be issued in fully registered form,without coupons,and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward,shall be in the denomination of$5,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board or the District to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the District's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ('DTC'), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and neither the Board nor the District shall be affected by any notice to the contrary. Neither the Board nor the District shall have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board or the District as being an owner, with respect to the accuracy or adequacy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The District shall pay all principal and interest with respect to the Notes 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 Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board 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 Board and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Notes and deliver a written certificate to DTC to that effect, -2- DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and the District and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note 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 Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District,including,but not limited to,current expenses,capital expenditures and the discharge of any obligation or indebtedness of the District. . Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenues and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first "unrestricted moneys",as hereinafter defined, (a) in the.amount of fifty percent (50%) of the principal amount of the Notes, such amount to be received by the County _ on behalf of the District in the month of February, 1998, and (b) in the amount of fifty percent (50%) of the principal amount of the Notes, plus an amount equal to all interest due on the Notes at maturity, such amount to be received by the County on behalf of the District in the month of June, 1998 (the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund,as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys"shall mean taxes, income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Paying. Agent. BNY Western Trust Company, is hereby appointed to act as the paying agent of the District(the"Paying Agent")for the purpose of paying to the registered owners of the Notes upon presentation thereof, at its principal corporate trust office in San Francisco,California,both the principal of and interest on the Notes at maturity and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 8. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer-Tax Collector separate and distinct from all other County and -3- District funds and accounts designated the "San Ramon Valley Unified School District 1997- 1998 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes,and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the months of February, 1998, and June, 1998, all Pledged Revenues shall be deposited into the Repayment Fund. On the date of maturity of the Notes, the Treasurer-Tax Collector shall transfer to the Paying Agent the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes at maturity and, to the extent said moneys are insufficient therefor, an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made,shall be transferred to the general fund of the District. Section 9. Deposit and Investment of Repayment Fund. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the Treasurer-Tax Collector, or such other appropriate investment officer of the County, in investments as permitted by the laws of the State of California as now in effect and as hereafter amended. Section 10. Execution of Notes. The Notes shall be executed in the name and on behalf of the District, with the manual or facsimile signature of the Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual) with the seal of the Board impressed thereon, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 11. Transfer and Exchange of Notes. Any Note may, in accordance with its terms,but only if the District determines to no longer.maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants,be transferred,upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered,in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector,accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Notes may be exchanged at the office of the Treasurer-Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and,in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said books,Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC- -4- Section 13. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review,and hereby finds and determines that all acts,conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law,and the Board is duly authorized to issue the Notes in the name and on behalf of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and the District and their appropriate officials have duly taken all proceedings necessary to be taken by them,and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 14. Sale of Notes. The Board hereby approves the sale of the Notes by negotiation with the Underwriter,pursuant to the Purchase Contract by and among the District, the County and the Underwriter, in substantially the form on file with the Clerk of the Board together with any changes therein or additions thereto approved by the District in accordance with the District Resolution. The Purchase Contract shall be executed in the name and on behalf of the County by the Treasurer-Tax Collector, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the County upon submission of a proposal by the Underwriter to acquire the Notes, which proposal is acceptable to the Director, Fiscal Services of the District. The Notes shall be sold to the Underwriter for a purchase price at least equal to ninety-eight percent (98%) of the par amount thereof, and the rate of interest to be borne by the Notes shall not exceed five percent (5%) per annum. The Purchase Contract shall specify, among other matters, the purchase price of the Notes, the rate of interest to be borne by the Notes,and the date of maturity of the Notes. Section 15. Official Statement. The District has, in the District Resolution, approved and deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Notes, in the form submitted by Underwriter and on file with the Secretary. The Board hereby authorizes the Underwriter to distribute said Official Statement in connection with the sale of the Notes. Section 16. Further Approvals. The Chairman of the Board,the Treasurer-Tax Collector, the Clerk of the Board, and any officer of the Board or the County, is further authorized and directed to make, execute and deliver to the Underwriter: (a)a certificate attesting to the use of the proceeds of the.Notes, the investment thereof, and any other matters relating to the exclusion of the interest on the Notes from gross income for federal income taxation purposes pursuant to applicable federal tax law; (b) a certificate certifying to the due execution of the Notes; (c) a receipt evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price has been paid and,has been received by the County on behalf of the District; and (d) such other certifications and documentation as may be required under the Purchase Contract in connection with the sale and issuance of the Notes. The Underwriter is hereby authorized to rely upon and shall be justified in relying upon any such certificate or other document with respect to the Notes executed pursuant to the authority of this resolution. Section 17. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. -5- Section 18. Effectiveness of Resolution. This resolution shall take effect from and after its passage and adoption. I hereby certify that the foregoing is a true and correct copy of a resolution adopted bPI the Board of Supervisors of Contra Costa County at a regular meeting held on October 2 , 1997,by the following vote: AYES: Supervisors Rogers, Uilkema, Gerber, Canciamilla and DeSaulnier NOES: None ABSENT: None By �1 � Chairman [SEAL] Attest: By aft Clrk of the Board of Supervisors -6- EXHIBIT A BOARD OF SUPERVISORS OF CONTRA COSTA, CALIFORNIA ON BEHALF AND IN THE NAME OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA) 1997-1998 TAX AND REVENUE ANTICIPATION NOTE RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: October _, 1998 October _, 1997 REGISTERED OWNER: PRINCIPAL AMOUNT: The SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT, a school district organized and existing under the laws of the State of California (the "District"),for value received,hereby promises to pay (but only out of the Pledged Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like money from the Original Issue Date identified above. The Principal Amount hereof is payable upon presentation hereof at the principal corporate trust office of BNY Western Trust Company,as Paying Agent (the "Paying Agent"),in San Francisco, California. Interest hereon is payable by check of the Paying Agent mailed by first class mail on the Maturity Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Paying Agent as of the fifteenth calendar day of the month preceding such Interest Payment Date. This Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the 'Board") of the County of Contra Costa (the "County") duly passed and adopted on October J 1997 (the "Resolution"), and pursuant to Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due time, form and manner as required by law,and that this Note,together with all other indebtedness and obligations of the District, does not exceed any ]unit prescribed by the Constitution or statutes of the State of California. 'The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behalf of the District for Repayment Fund of the District (as defined in the Resolution) for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, has pledged the first "unrestricted moneys", as hereinafter defined, (a) in the amount of fifty, percent (50%) of the principal amount of the Notes, such amount to be received by the County on behalf of the District in February, 1998, and (b)in the amount of fifty percent (50%) of the principal amount of the Notes,plus an amount equal to all interest due on the Notes at maturity, such amount to be received by the County on behalf of the District in June, 1998 (such pledged amounts being hereinafter called the "Pledged A-1 Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered Notes without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Resolution,Notes may be exchanged at the principal corporate trust office of the Paying Agent in San Francisco, California, for a like aggregate principal amount and maturity of Notes of other authorized denominations. This Note is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the principal corporate trust office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The County, the District and the Paying Agent may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Paying Agent shall not be affected by any notice to the contrary. The Notes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to the Board or the Paying Agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede&Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. IN WITNESS WHEREOF, the Board of Supervisors of the County of Contra Costa, California has caused this Note to be issued in the name of the District and to be executed on behalf of the District by the manual signature of the Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board,all as of the Date of Issuance stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: By Clerk of the Board A-2 PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Notes described in the within-mentioned Resolution and registered on the Registration Books. Date: BNY WESTERN TRUST COMPANY, as Paying Agent By 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 registered Note and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Registration Books of the Paying Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s)must be guaranteed by an eligible guarantor Note: The signatures)on this Assignment must correspond institution. with the name(s)as written on the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. A-3 RESOLUTION NO. 20/97-98 RESOLUTION OF THE BOARD OF EDUCATION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES ON BEHALF OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997- 1998 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES RESOLVED, by the Board of Education of the San Ramon Valley Unified School District (the "District'), as follows: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by Article 7.6 (commencing with Section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law") to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys;and WHEREAS, pursuant to the Law, such notes shall be issued in the name and on behalf of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS,, the District has determined that it is desirable that the District borrow funds in an amount.not to exceed $12,000,000 with respect -to fiscal year 1997-1998 for authorized purposes of the District; and WHEREAS, the firm of Altura, Nelson & Co., Incorporated (the "Underwriter") has proposed to act as underwriter of the Notes; and WHEREAS, the District approves of the issuance of the Notes and wishes to take formal action at this time authorizing the proceedings for the issuance and sale thereof; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. &c1iLest. The Board of Supervisors of Contra Costa County (the "County") is hereby requested to issue tax and revenue anticipation notes in the name and on behalf of the District in the principal amount of not to exceed $12,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Limitation on Maximum Amount. The principal amount of Notes, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1997-1998, and available for the payment of the Notes and the interest thereon. Section 3. Pledge. The Notes shall be general obligations of the District and shall be secured by.a pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter defined, (a) in the amount of fifty percent (50%) of the principal amount of the Notes, such amount to be received by the County on behalf of the District in February, 1998, and (bYin the amount of fifty percent (50%) of the principal amount of the Notes, plus an amount equal to all interest due on the Notes at maturity, such amount to be received by the County on behalf of the District in June, 1998 (the "Pledged Revenues"). To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 4. Approval of Issuance Resolution. The Notes shall be issued pursuant to a resolution (the "Issuance Resolution") to be adopted by the Board of Supervisors of the County in substantially the form presented to the Board of Education at this meeting. The Board hereby approves the .ISsvance Resolution. All of the terms -and.prow sions of.the Issuance Resolution are incorporated herein by reference. Section 5. Sale of Notes. The Board hereby approves the sale of the Notes by negotiation with the Underwriter,pursuant to the Purchase Contract by and among the District, the County and the Underwriter, in substantially the form on file with the Secretary of the Board of Education together with any changes therein or additions thereto approved by the Superintendent, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the name and on behalf of the District by the Superintendent who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the District. The Notes shall be sold to the Underwriter for a purchase price at least equal to ninety-eight percent (98%) of the par amount thereof, and the rate of interest to be borne by the Notes shall not exceed five percent (5%) per annum. Section 6. Official Statement. The Board hereby approves, and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, the Preliminary Official Statement describing the Notes in the form on file with the Secretary of the Board of Education together with any additions thereto or changes therein approved by the Superintendent, whose execution thereof shall be conclusive evidence of such approval. The Underwriter is hereby authorized to distribute the Official Statement in connection with the sale of the Notes. The Superintendent is hereby authorized and directed to (a) execute and deliver to the Underwriter a certificate deeming the preliminary Official Statement to be nearly final prior to the distribution thereof by Underwriter to prospective bidders,.(b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the District. Section 7. Tax Covenants (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of Section 141(b) of the Code(as hereinafter defined) or the private loan financing test of Section 141(c) of the 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 Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Code. -2- 13,//(3) (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such Section is applicable to the Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the.Notes which,if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Notes. For purposes of this Section 7, the term "Code" .means the Internal.Revenue Code of 1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Notes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Section 8. Engagement of Professional Services. The Board hereby approves the engagement of the services of Jones Hall, A Professional Law Corporation to act as bond counsel to the District in connection with the issuance and sale of the Notes. Payment of the fees and expenses of said firm shall be contingent upon the successful sale and issuance of the Notes The Superintendent is hereby authorized and directed to execute the agreement with said firm in the form on file with the Secretary,in the name of the District. Section 9. Further Authorization. All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the President, the Vice President, the Superintendent, the Business Manager, the Director of Fiscal Services, the Secretary of the Board and any and all other officers of the District are hereby authorized and directed for and in the name and on behalf of the District, to do any and all things and take any'and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with the Issuance Resolution and this resolution. Section 10. Effective Date. This resolution shall take effect from and after its adoption. Upon motion of Member C. KENBER and duly seconded, the foregoing Resolution was adopted by the following vote: AYES: BUCHANAN, GAGEN, GOLDWARE, KENBER, WURZBACH NOES: NONE ABSENT: NONE -3- I, Q. Kr-sIPS+' Secretary of the Board of Education of the San Ramon Valley Unified School District of Contra Costa County, California, hereby certify that the above and foregoing Resolution was duly adopted by the said Board at a regular meeting thereof held on the 7th day of October, 1997, and passed by a 5=0 vote of said Board. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of October 1997. S%ecredry of the Voard of Education San Ramon Valley Unified School District 4-