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HomeMy WebLinkAboutMINUTES - 11122002 - C64 Quint&Thirnn-d LLP 09/13/02 (Mt.Diablo USD TRAM) 10/31/02 CONTRA COSTA COUNTY RESOLUTION NO.2002/716 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE MT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2002-2003 AND THE ISSUANCE AND SALE OF 2002 TAX AND REVENUE ANTICIPATION NOTES THEREFOR 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"), school districts organized and existing under the laws of the State of California are authorized 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; WHEREAS,pursuant to the Law, such notes may be issued in the name of such school districts 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 Mt. Diablo Unified School District (the "District") has heretofore adopted its resolution on October 8, 2002 (the "District Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $25,000,000 with respect to the fiscal year 2002-2003 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $25,000,000, under and pursuant to the provisions of the Law; 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 to issue notes in its name. 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 2002-2003, 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 twenty-five million dollars ($25,000,000)in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Mt. Diablo Unified School District (Contra Costa County, California) 2002 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity, and computed on a 30-day month/360-day year basis. Both Resolution No. 2002/716 13008.05 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 OnlySystem. 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 to the District Resolution 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 $1,000 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 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 Board'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 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 the Board shall not be affected by any notice to the contrary. The Board shall not 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 as being an owner, with respect to the accuracy 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 County Treasurer, as paying agent, 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 Board'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 determines that it is in the best interest of the.beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, 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 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 Resolution No. 2002/716 -2- f shall be made and given,respectively, to DTC as provided 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 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. The County shall have no responsibility for assuring the proper use of Note proceeds by the District. All proceeds shall be invested by the County Treasurer-Tax Collector. Unless otherwise requested by the District in writing, all amounts shall be invested (a) directly in investments permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish, (b) in the Local Agency Investment Fund maintained by the Treasurer of the State of California, (c) in the County Pooled Investment Fund, or (d) in investment agreements with financial institutions with senior unsecured credit ratings of "AA-" or better and "Aa3" or better from Standard & Poor's Ratings Services and Moody's Investors Service,respectively. Section 6. Securitv.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 District for the general fund of the District for the Fiscal Year 2002-2003. 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, to be received by the County on behalf of the District in the amounts and in the months as shall be determined by the Superintendent of the District,or his designee,not later than the date of sale of the Notes (such pledged amounts being hereinafter called 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. Repayment Fund.There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Mt. Diablo Unified School District (Contra Costa County, California) 2002 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any moony 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 and the interest thereon through the maturity thereof,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. Resolution No. 2002/716 -3- During the pledge months to be determined by the Superintendent of the District, or his designee,not later than the date of sale of the Notes, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due 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. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. 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 District's general fund. Section 8. Deposit and Investment of Repayment Fund. All Moneys in the Repayment Fund shall be invested by the County Treasurer-Tax Collector. Unless otherwise requested by the District in writing,all amounts shall be invested (a) directly in investments permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish, (b) in the Local Agency Investment Fund maintained by the Treasurer of the State of California, (c) in the County Pooled Investment Fund,or(d)in investment agreements with financial institutions with senior unsecured credit ratings of "AA-" or better and "Aa3" or better from Standard & Poor's Ratings Services and Moody's Investors Service,respectively. Section 9. Execution of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Transfer 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. Section 11. Exchange of Notes. 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. N t�e..�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. Section 13. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed,lithographed or typewritten, shall be of such denominations as may be determined by Resolution No. 2002/716 -4- Jam/ i the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation,in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder.Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of, the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and,if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. 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 of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and its 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 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. Resolution No. 20102/716 -5- The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the true interest cost to the District does not exceed eight percent (8%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified.The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving,opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 17. Preparation of the Notes; Execution of Gosing Documents. Quint 8r Thimmig LLP, as bond counsel to the District,is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes,and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. 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. Section 19. Reimbursement of County Costs. The District shall reimburse the County for all costs and expenses incurred by the County, its officials, officers, agents, and employees in issuing or otherwise in connection with the Notes. Section 20. Effective Date. This resolution shall take effect from and after its adoption. Resolution No. 20021716 -6- Resolution No. 2002/716 I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 12th day of November, 2002, by the following vote: AYES, and in favor of,Supervisors: Uilkema, Gerber, UeSaulnier, Glover and Gioia NOES,Supervisors: None ABSENT, Supervisors: None By hair,Board of Supervisors ATTEST: November 12, 2002 By . Clerk of the Board of Supervisors Resolution No. 2002/716 -7- ,•';/tea r.� .✓ry Quint&Thimmig LLPV 0913/02 MT.DIAELO UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 2002 TAX AND REVENUE ANTICIPATION NOTES NOTE PURCHASE AGREEMENT October 24, 2002 Board of Supervisors Contra Costa County 651 Pine Street, 11th Floor Martinez, CA 94533 Board of Education Mt. Diablo Unified School District 1936 Carlotta Drive Concord, CA 94519-1397 Ladies and Gentlemen: The undersigned (the "Underwriter"), acting on behalf of ourselves, offer to enter into this agreement with Contra Costa County, California (the "County"), and the Mt. Diablo Unified School District (the "District"), which, upon your acceptance hereof, will be binding upon the District, the County and the Underwriter. This offer is made subject to the acceptance of the Note Purchase Agreement by the County and the District and written delivery of such acceptance to the Underwriter at or prior to 11:59 P.M., Pacific Time, on the day next proceeding the day of Closing,as hereinafter defined. 1. Purchase and Sale of the Notes. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public,and the District hereby agrees to sell to the Underwriter for such purpose,all (but not less than all) of $ aggregate principal amount of the District's 2002 Tax and Revenue Anticipation Notes (the "Notes") issued in the name of the District by the County; provided, that during the period from the execution of the Note Purchase Agreement to and including the Closing date thereof, the District may retain the right to reduce the aggregate principal amount of the Notes in order to comply with applicable federal tax law once determined. The Notes shall be dated the date of delivery thereof, which date is anticipated to be November 7, 2002, shall bear interest at a rate of % per annum, and shall mature on November 6,2003. The purchase price to be paid by the Underwriter for the Notes shall include a premium offered by the Underwriter for purchase of the Notes of $ , making the aggregate purchase price for the Notes $ 2. The Notes. The Notes shall be described in, and shall be issued and secured pursuant to the provisions of the Resolution of the County adopted October 15, 2002 (the "County Resolution"), at the request of the District pursuant to a resolution adopted October 8, 2002 13008.05 (the "District Resolution") (collectively, the "Resolutions"), and Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with section 53850) of the California Government Code (the "Act"). 3. Use of Documents. The District hereby approves and authorizes the Underwriter to use, in connection with the offer and sale of the Notes, this Note Purchase Agreement and an Official Statement, in a form to be jointly approved by the District and the Underwriter (which, together with all appendices thereto and with such changes therein and supplements thereto consented to by the Underwriter,is herein called the "Official Statement"), the Resolutions and all information contained herein and therein and all of the documents, certificates or statements furnished by the District or the County to the Underwriter in connection with the transaction contemplated by this Note Purchase Agreement. 4. Public Offer,ref the Notes. The Underwriter agrees to make a bona fide public offering of all the Notes at the initial public offering price or yield to be set forth on the cover page of the Official Statement. A certificate is being delivered by the Underwriter in connection with the issuance of the Notes (and as a condition of closing) wherein the Underwriter states and certifies to the District that the initial reoffering price of the Notes to the general public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers),at which price at least ten percent (10%) of the Notes were sold, is as set forth on the cover page of the Official Statement. Subsequent to such initial public offering, the underwriter reserves the right to change such initial public offering price or yield as it deems necessary in connection with the marketing of the Notes. 5. Delivery of Official Statement. Prior to the closing, the District shall deliver to the Underwriter such reasonable number of the Official Statement (as supplemented and amended from time to time) as the Underwriter shall reasonably request as necessary to comply with Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board.The District agrees to deliver such Official Statement within five (5) business days after the execution thereof. The Underwriter will not confirm the sale of any Notes unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. 6. Closing. At 8:00 A.M.,Pacific Time, on November 7, 2002, or such other time or such other date as shall have been mutually agreed upon by the District and the Underwriter (the "Closing"), the District will deliver to the Underwriter, through the facilities of the Depository Trust Company in New York, New York, or at such other place as the District and the Underwriter may mutually agree upon, the Notes in definitive form, duly executed, together with other documents hereinafter mentioned;and the Underwriter will accept such delivery and pay the purchase price thereof in immediately available funds to the order of the County on behalf of the District. The Notes will be initially issued in the form of a separate single fully registered note. Upon initial issuance, the ownership of such Notes shall be registered in the registration books kept at the County in the name of Cede & Co., as the nominee of the Depository Trust Company. Notwithstanding anything to the contrary herein contained, if for any reason whatsoever, the Notes shall not have been delivered by the District to the Underwriter prior to the close of business, Pacific Time on November 30, 2002, then the obligation to purchase Notes hereunder shall terminate and be of no further force or effect with respect to the obligations of the District and the Underwriter under Section 11 hereof. 7. Resresentations. Warranties and Asrreements of the County. The County hereby represents,warrants and agrees with the Underwriter that: -2- (a) The County is a political subdivision duly organized and validly existing under the laws of the State of California, with the power to issue the Notes pursuant to the Act. (b) At or prior to the Closing, (i) the County will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes; (ii) the County has full legal right,power and authority to enter into this Note Purchase Agreement and to adopt the County Resolution, and the County has full legal right, power and authority to issue and deliver the Notes to the Underwriter in the name of the District and the County has full legal right, power and authority to perform its obligations under each such document or instrument, and to carry out and effectuate the transaction contemplated by this Note Purchase Agreement and the Resolutions; (iii)the execution and delivery or adoption of, and the performance by the County of the obligations contained in the Note, the Resolutions and this Note Purchase Agreement have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv)this Note Purchase Agreement constitutes a valid and legally binding obligation of the County; and, (v) the County has authorized the consummation by it of all transactions contemplated by this Note Purchase Agreement. (c) No consent, approval, authorization, order, filing, registration, qualification, election or referendum of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Notes for offer and sale under the Blue Sky and or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate. (d) The issuance of the Notes, the execution, delivery and performance of this Note Purchase Agreement,the Resolutions and the Notes,and compliance with the provisions hereof do not conflict with or constitute on the part of the County a violation of or a default under, the Constitution of the State of California or any other existing law, charter, ordinance, regulation, decree order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the County is a party or by which it is bound or to which it is subject. (e) To the best of the County's knowledge, no action, suit, proceeding, hearing or investigation is pending or threatened against the County: (i) in any way affecting the existence of the County or in any way challenging the respective powers of the several offices of the titles of the officials of the County to such offices; or (ii) seeking to restrain or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of the sale of the Notes, or the collection of the principal and interest on the Notes, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Notes, this Note Purchase Agreement or the Resolutions or contesting the powers of the County or its authority with respect to the Notes, the Resolutions or this Note Purchase Agreement; or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the County or the consummation of the transactions contemplated by this Note Purchase Agreement of the Resolutions,(b) declare this Note Purchase Agreement to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exclusion of the interest paid on the Notes from gross income for federal income tax purposes and the exemption of such interest from California personal income taxation. (f) Any certificates signed by any officer of the County and delivered to the Underwriter shall be deemed a representation and warranty by the County, as the case may be, to the Underwriter as to the statements made therein but not of the person signing the same. -3- 8. Representations, Warranties and Agreements of the District. The District hereby represents,warrants and agrees with the Underwriter that: (a) The District is a school district duly organized and validly existing under the laws of the State of California,with the power to request the issuance of the Notes pursuant to the Act. (b) At or prior to the Closing, (i) the District will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes; (ii) the District has full legal right,power and authority to enter into this Note Purchase Agreement and to adopt the District Resolution,and the District has full legal right, power and authority to perform its obligations under each such document or instrument, and to carry out and effectuate the transaction contemplated by this Note Purchase Agreement and the Notes Resolution; (iii) the execution and delivery or adoption of, and the performance by the District of the obligations contained in the Notes, the Resolutions and this Note Purchase Agreement have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv) this Note Purchase Agreement constitutes a valid and legally binding obligation of the County and the District;and (v) the County and the District have each authorized the consummation by it of all transactions contemplated by this Note Purchase Agreement. (c) No consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any person, organization, court or government agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Notes for offer and sale under the Blue Sky and or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate. (d) The issuance of the Notes, the execution, delivery and performance of this Note Purchase Agreement,the Resolutions and the Notes,and compliance with the provisions hereof do not conflict with or constitute on the part of the District a violation of or default under, the Constitution of the State of California or any other existing law, charter, ordinance, regulation, decree order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the District is a party or by which it is bound or to which it is subject. (e) To the best of the District's knowledge, no action, suit, proceeding, hearing or investigation is pending or(to the knowledge of the District) threatened against the District: (i) in any way affecting the existence of the District or in any way challenging the respective powers of the several offices of the titles of the officials of the District to such offices; or (ii) seeking to restrain or enjoin the sale, issuance or delivery of the Notes, the application of the proceeds of the sale of the Notes, or the collection of the revenue or assets of the District pledged or available to pay the principal and interest on the Notes, or the Pledge thereof, or in any way contesting or affecting the validity or enforceability of the Notes, this Note Purchase Agreement or the Resolutions or contesting the powers of the District or its authority with respect to the Notes, the Resolutions or this Note Purchase Agreement; or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the District or the consummation of the transactions contemplated by this Note Purchase Agreement and the Resolutions,(b)declare this Note Purchase Agreement to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exclusion of the interest paid on the Notes from gross income for federal income tax purposes and the exemption of such interest from California personal income taxation. -4- (f) Between the date hereof and the date of the Closing, the District has not, without prior written consent of the Underwriter, borrowed any additional moneys except for such borrowings as may be described in or contemplated by the official Statement. (g) The District has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the District is a bond issuer whose arbitrage certificates may not be relied upon. (h) Any certificates signed by any officer of the District and delivered to the Underwriter shall be deemed a representation and warranty by the District,as the case may be, to the Underwriter as to the statements made therein but not of the person signing the same. 9. Covenants of the District. The District covenants and agrees with the Underwriter that: (a) The District will furnish such information, execute such instruments, and take such action in cooperation with the Underwriter if and as the Underwriter may reasonably request in order to qualify the Notes for offer or sale under the Blue Sky or other securities laws and regulations or such states and jurisdictions, provided, however, that the District shall not be required to consent to process in any jurisdiction. (b) The District will apply the proceeds from the sale of the Notes for the purposes specified in the Resolutions;and (c) For a period of 90 days after the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of the Notes for sale, the District will adopt any amendment of or supplement to the Official Statement if any event relating to or affecting the District shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to the purchaser.Any information supplied by the District for inclusion in any amendment or supplement to the Official Statement will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. (d) Conditions and Closing. The Underwriter has entered into this Note Purchase Agreement in reliance upon the representations and warranties of the County and the District contained herein and the performance by the District of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's obligations under this Note Purchase Agreement are and shall be subject, at the option of the Underwriter, to the following further conditions at the Closing: (e) The representations and warranties of the County and the District contained herein shall be true, complete and correct in all material respects as of the date hereof and as of the date of Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of the Closing; and the County and the District shall be in compliance with each of the agreements made by it in this Note Purchase Agreement. (f) At the time of the Closing, (i) the Official Statement, this Note Purchase Agreement and the Resolutions shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; (ii) all -5- actions under the Act which,in the opinion of the firm of Quint & Thimrnig LLP, bond counsel ("Bond Counsel"), shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and, (iii) the County and the District shall perform or have performed all of their obligations required under or specified in the Resolutions, the Note Purchase Agreement or the Official Statement to be performed at or prior to the Closing. (g) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Note Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the County and the District, pending or threatened or contesting in any way the completeness or accuracy of the Official Statement. (h)No order,decree or injunction of any court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, shall have been issued or made with the purpose or effect of prohibiting the issuance, offering or sale of the Notes as contemplated hereby and no legislation shall have enacted, or a bill favorably reported for adoption, or a decision by a court established under Article III of the Constitution of the United States rendered,or a ruling,regulation,proposed regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or issued, to the effect that the Notes or any securities of the County or of any similar body of the type contemplated herein are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Trustee Indenture Act of 1939, as amended and as then in effect. (i) At or prior to the date of the Closing, the Underwriter shall receive one copy of the following documents in each case dated as of the Closing Date and satisfactory in form and substance to the Underwriter: (1) An approving opinion of Bond Counsel, as to the Notes, addressed to the District (2) A letter setting forth that the Underwriter can rely upon the approving opinion of Bond Counsel. (3) A certificate signed by appropriate officials of the District to the effect that there is no action,suit,proceeding,inquiry or investigation,at law or in equity, before or by any court or public body,pending,or to his or her knowledge, threatened against the District or contesting in any way the completeness or accuracy of the Official Statement (but in lieu of or in conjunction with such certification the Underwriter may, at its sole discretion, accept certificates, opinions of the District Counsel or Bond Counsel, that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein are without merit). (4) A certificate signed by appropriate officials of the County and the District to the effect that (i) the representation, agreements and warranties of the County and the District herein are true and correct in all material respects as of the date of Closing; (ii) the County and the District have complied with all the terms of the Resolutions and this Note Purchase Agreement to be complied with by the Closing and such documents are in full force and effect; (iii) such officials have reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made,not misleading. -6- (5) A non-arbitrage certificate of the District in form satisfactory to Bond Counsel. (6) Evidence satisfactory to the Underwriter that the Notes shall have been rated "SP-1+" by Standard & Poor's Ratings Services (or such other equivalent rating as such rating agency may give) and that such rating has not been revoked or downgraded. (7) A certificate, together with fully executed copies of the Resolutions, of the District Clerk to the effect that (i) such copies are true and correct copies of the Resolutions; and (ii) that the Resolutions were duly adopted and have not been modified,amended rescinded or revoked and are in full force and effect on the date of the Closing. (8)Such additional legal opinion,certificates,proceedings,instruments and other documents as the Underwriter may reasonably request to evidence compliance (i) by the County and the District with legal requirements; (ii) the truth and accuracy, as of the time of Closing, of the representations of the County and the District herein contained and of the Official Statement, and, (iii) the due performance or satisfaction by the County and the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District. If the County and/or the District shall be unable to reasonable satisfy the conditions requested by the Underwriter to evidence compliance with the terms and conditions set forth in this Note Purchase Agreement,the Underwriter's obligations for the purchase of the Notes shall be terminated for any reason permitted by this Note Purchase Agreement, and this Note Purchase Agreement may be canceled by the Underwriter at,or at any time prior to, the time of Closing.Notice of such cancellation shall be given to the County and the District in writing, or by telephone or telegraph confirmed in writing. Notwithstanding any provision herein to the contrary, the performance and any and all obligations of the County and the District hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion. The Underwriter shall also have the right to cancel its obligation to purchase the Notes, by written notice to the County and the District, if between the date hereof and the Closing: (i) any event occurs or information becomes known,which,in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) the market for the Notes or the market price of the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter,by (a) legislation has been referred by consideration, or by the legislature of the State of California (the "State"), or a decision rendered by a court of the United States or the State or by the United States Tax Court, or a ruling,order,or regulation(final or temporary)made by the Treasury Department of the United States or the Internal Revenue service or there federal or State authority, which would have the effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on obligations of the general character of the Notes in the hands of the holders thereof,or(b)any new outbreak of hostilities or other national or international calamity or crisis,the effect of such outbreak on the financial markets of the United States begin such as, in the judgment of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Notes, or(e) a general suspension of trading on the New York Stock Exchange,or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue or a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental -7- authority having jurisdiction,or (d) a general banking moratorium declared by either federal or State authorities having jurisdiction; or (iii) additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which, in the opinion of the Underwriter,materially adversely affect the market price for the Notes. 11. Conditions to Obligations of the County and the District. The performance by the County and the District of their obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder;and(ii)receipt by the District and the Underwriter of opinions and certificates being delivered at the Closing by persons and entities other than the County and the District. 12. Expenses. The District shall pay the expenses incident to the performance of its obligations hereunder from the proceeds of the Notes (or from any other source of available funds of the District)which expenses include and are limited to: (i) the cost of the preparation and reproduction of the Resolutions; (ii) the fees and disbursements of Bond Counsel; (iii) the fees and disbursements of Financial Advisor; (iv) the costs of the preparation, printing and delivery of the Notes; (v) the costs of the preparation, printing and delivery of the Official Statement and any amendment or supplement thereto in the quantity requested by the Underwriter,and, (vi)rating fees of Standard&Poor's Ratings Group. All other costs and expenses incurred by the Underwriter as a result of or in connection with the purchase of the Notes shall be borne by the Underwriter, including, but not limited to: (i)clearing house fees; (ii) DTC fees; (iii) CUSIP fees; (iv) CDIAC fees; (v) PSA fees; (vi) N 4SRB fees; and, (vii) costs or fees of qualifying the Notes for offer and sale in various states chosen by the Underwriter and the costs or fees of preparing Blue Sky or legal investment memoranda to be used in connection therewith. 13. Notices. Any notice or other communication to be given under this Note Purchase Agreement(other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing if to the County,to the Treasurer-Tax Collector of Contra Costa County, if to the District, to the Director of Fiscal Services, or if to the Underwriter to the attention of 14. Parties in Interest• Survival of Revresentati ns and Warranties. This Note Purchase Agreement when accepted by the District in writing as heretofore specified shall constitute the entire agreement among the County, the District and the Underwriter. This Note Purchase Agreement is made solely for the benefit of the County, the District and the Underwriter (including the successors or assigns of the Underwriter). No person shall acquire or have any rights hereunder or by virtue hereof. All the representations, warranties and agreements of the County and the District in this Note Purchase Agreement shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of and payment by the Underwriters for the Notes hereunder, and (c) any termination of this Note Purchase Agreement. 15. Execution in Counterparts. This Note Purchase Agreement may be executed in several counterparts each of which shall be regarded as an original of all of which shall constitute one and the same document. -8- 16. Applicable Law. This Note Purchase Agreement shall be interpreted, governed and enforced in accordance with the law of the State of California. Very truly yours, By Authorized Representative The foregoing is hereby agreed to and accepted as of the date first written above: CONTRA COSTA COUNTY By Treasurer-Tax Collector MT. DIABLO UNIFIED SCHOOL DISTRICT By Assistant Superintendent, Administrative Services -9- Quint&'Thimrnig LLP 09/13/02 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the MT. DIABLO UNIFIED SCHOOL DISTRICT (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") in the name of the District of $ Mt. Diablo Unified School District (Contra Costa County, California) 2002 Tax and Revenue Anticipation Notes (the "Notes"). The Notes are being issued pursuant to a resolution adopted by the Board of Education of the District on October 8, 2002, and a resolution adopted by the Board on October 15, 2002 (collectively, the "Resolution"). The District covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Dissemination .Agent" shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 3(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 3, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes, if material: 13008.05 (i) Principal and interest payment delinquencies. (ii)Nonpayment related defaults. (iii)Unscheduled draws on debt service reserves reflecting financial difficulties. (iv)Unscheduled draws on credit enhancements reflecting financial difficulties. (v)Substitution of credit or liquidity providers,or their failure to perform. (vi)Adverse tax opinions or events affecting the tax-exempt status of the security. (vii)Modifications to rights of security holders. (viii)Contingent or unscheduled bond calls. (ix)Defeasances. (x)Release,substitution,or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall promptly file a notice of such occurrence with each National Repository or with the Municipal Securities Rulemaking Board and with each State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice(if any)of the underlying event is given to holders of affected Notes pursuant to the Resolution. Section 4. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Notes. If such termination occurs prior to the final maturity of the Notes, the District shall give notice of such termination in the same manner as for a Listed Event under Section 3(c). Section 5. Dissemination Agent.The District may,from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the District. Section 6.Amendment;Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Section 3(a) it may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law, or change in the identity, nature, or status of an obligated person with respect to the Notes,or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel,have complied with the requirements of the Rule at the time of the primary offering of the Notes, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) the proposed amendment or waiver either(i) is approved by holders of the Notes, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Notes. -2- (.✓ CS+ I' , ��.i` •,.s.� `�z;� rte-< Section 7. Additional Information.Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any notice of occurrence of a Listed Event,in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future notice of occurrence of a Listed Event. Section 8. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any holder or beneficial owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution,and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. Section 9. Duties,Immunities and Liabilities of Dissemination A eg_nt. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. Section 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District,the Dissemination Agent,the Participating Underwriters and holders and beneficial owners from time to time of the Notes,and shall create no rights in any other person or entity. Date: November 7, 2002 MT. DIABLO UNIFIED SCHOOL DISTRICT By Richard Nicoll, Assistant Superintendent, Administrative Services -3- Quint&nummig LLP 09/13/02 FORM OF FINAL OPINION OF BOND COUNSEL [Letterhead of Quint&Thimmig LLP] November 7,2002 Board of Education Mt. Diablo Unified School District 1936 Carlotta Drive Concord, California 94519 OPINION: $ Mt. Diablo Unified School District (Contra Costa County, California) 2002 Tax and Revenue Anticipation Notes Members of the Board of Education: We have acted as bond counsel to the Mt. Diablo Unified School District (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") of $ principal amount of Mt. Diablo Unified School District (Contra Costa County, California) 2002 Tax and Revenue Anticipation Notes, dated November 7, 2002 (the "Notes"), pursuant to Article 7.6 (commencing with section 53850), Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, a resolution adopted by the Board of Education of the District on October 8, 2002 (the "District Resolution"), and a resolution adopted by the Board on October 15, 2002 (the 'Board Resolution" and, collectively, the "Resolutions"). We have examined the law and such certified proceedings and other papers as we deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Board contained in the Board Resolution and of the District in the District Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination,we are of the opinion,as of the date hereof, that: 1. The District is duly created and validly existing as a school district with the power to perform its obligations under the District Resolution,to cause the Board to issue the Notes in its name and to perform its obligations under the Board Resolution and the Notes. 2. The District Resolution has been duly adopted by the District. The Board Resolution has been duly adopted by the Board and creates a valid first lien on the funds pledged under the Board Resolution for the security of the Notes. 3. The Notes have been duly authorized, issued and delivered by the Board and are valid and binding general obligations of the District enforceable in accordance with their terms. 13008.05 , J Board of Education of the October 31,2000 Mt. Diablo Unified School District page 2 4. The interest on the Notes is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings.The opinions set forth in the preceding sentence are subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, or continue to be,excluded from gross income for federal income tax purposes. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Notes in gross income for federal income tax purposes to be retroactive to the date of issuance of the Notes. We express no opinion regarding other federal tax consequences arising with respect to the Notes. 5. The interest on the Notes is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Notes and the enforceability thereof may be subject to bankruptcy,insolvency,moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, Quint&T}ftntriig LLP 09/13/02 MT.DIABLO UNIFIED SCHOOL DISTRICT RESOLUTION NO. 6216.3-17 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE MT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2002-2003 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Education of the Mt. Diablo 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 may be issued in the name 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 $25,000,000 with respect to fiscal year 2002-2003 for authorized purposes of the District; NOW,THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Request.The Board of Supervisors (the "Board") of Contra Costa County (the "County") is hereby requested to issue tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $25,000,000 (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 2002-2003, and available for the payment of the notes and the interest thereon. Section 3. Pledize.The Notes shall be 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, in the amounts and in the months as shall be determined by the Assistant Superintendent, Administrative Services (or his designee),not later than the date of sale of the Notes (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 13008.05 k 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 resolution entitled "RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE MT. DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2002-2003 AND THE ISSUANCE AND SALE OF 2002 TAX AND REVENUE ANTICIPATION NOTES THEREFOR" (the "Issuance Resolution"),to be adopted by the Board, in substantially the form on file with the Secretary of the Board of Education,together with any additions to or changes therein deemed necessary or advisable by the Board, is hereby approved. The Notes shall be dated as of their date of delivery,shall mature (without option of prior redemption) on such date as shall be determined by the Assistant Superintendent, Administrative Services (or his designee), prior to the date of sale of the Notes, and shall bear interest from their date,payable at maturity,and computed on a 30-day month/360-day year basis. Section 5. Form of Notes Execution of Notes. (a) 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 $1,000 each or any integral multiple thereof. (b) The Notes shall be executed in the name of the District,with the manual or facsimile signature of the County 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 6. Official Statement.The Board of Education hereby authorizes the preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement"). The Board of Education authorizes the distribution by the District's financial advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Assistant Superintendent,Administrative Services (or his designee),on behalf of the District to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the District's financial advisor. The execution of the Official Statement,which shall include such changes and additions thereto deemed advisable by the Assistant Superintendent, Administrative Services, or any other qualified officer of the District and such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the District. The Assistant Superintendent, Administrative Services (or his designee), is separately authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Notes, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes,contain any -2- untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made.The Assistant Superintendent,Administrative Services (or his designee), shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 7. Sale of the Notes. The Official Statement is approved for distribution in the offering and sale of the Notes. The District's financial advisor, on behalf of the District and the Board, is authorized and directed to cause the Official Statement to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed eight percent (8%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. Section 8. 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. (c) Rebate Requirement, The District shall take any and all actions necessary to assure compliance with section 148(1) 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 8, 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 9. 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. -3- S v Notwithstanding any other provision of this resolution, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however,any holder or beneficial owner of the Notes may, take such actions as may be necessary and appropriate to compel performance,including seeking mandate or specific performance by court order. For purposes of this Section 9, the term "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Notes,as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 9, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 10. No Temporary Transfers. It is hereby covenanted and warranted by the District pursuant to Article XVI, Section 6 of the Constitution of the State of California that it will not request the County Treasurer-Tax Collector to make temporary transfers of funds in the custody of the County Treasurer-Tax Collector to meet any obligations of the District during the 2002-2003 fiscal year. Section 11. 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 Superintendent, Assistant Superintendent,Administrative 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. The District hereby authorizes the Assistant Superintendent,Administrative Services,or his designee,to execute an agreement for bond co unsel services by and between the District and Quint &Thimmig LLP, and an agreement for financial advisory services by and between the District and Government Financial Strategies,Inc.,which firms are hereby appointed to serve as bond counsel and financial advisor, respectively, for the Notes.All costs incurred by the Board or the District in connection with the issuance of the Notes,including but not limited to printing of any official statement, rating agency costs, bond counsel fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees of the Board, the County or the District for their services rendered in connection with the issuance of the Notes, shall be payable by District. Section 12. Indemnification.The District shall indemnify and hold harmless,to the extent permitted by law, the County and its officers and employees (the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject,because of action or inaction related to the Notes.The District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 13. Effective Date.This resolution shall take effect from and after its adoption. -4- zaw wry.. l,s t�z I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Education of the Mt.Diablo Unified School District held on the 8th day of October, 2002,by the following vote: AYES,and in favor of,Board Members: NOES,Board Members: ABSENT,Board Members. By UZ,M— - Secretary of t eoard of Education -5 r ID&UBIT A Board of Supervisors of Contra Costa County,California in the Name of the MT.DIABLO UNIFIED SCHOOL DISTRICT (Contra Costa County,California) 2002 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: ----- 2003 November 7,2002 REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: ---------------------------DOLLARS The MT. DIABLO UNIFIED SCHOOL DISTRICT, Contra Costa County, State of California(the"District"),acknowledges itself indebted,and promises to pay,to the Registered Owner stated above, or registered assigns (the"Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, all payable on the Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30- day months. It is hereby certified, recited and declared that 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 Contra Costa County (the "County") duly passed and adopted on October 15, 2002 (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 conditions,things 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 limit 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 2002-2003.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 an amount equal to percent(i%)of the principal amount of the Notes to be received by the County on behalf of the District in (b)in an amount equal to percent(—%)of the principal amount of the Notes to be received by the County on behalf of the District in (c)in an amount equal to percent(-_%a) of the principal amount of the Notes to be received by the County on behalf of the District in , 199_,, (d)in an amount equal to percent(_7o) of the principal amount of the Notes to be received by the County on behalf of the District in and (e)in an Exhibit A Page 1 amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in (such pledged amounts being hereinafter called 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.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 $1,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof,but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of 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 for this Note. The Board may treat the Owner hereof as the absolute owner hereof for all purposes and the Board shall not be affected by any notice to the contrary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate 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 Contra Costa County, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the County Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board,all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board Exhibit A Page 2 ASSIGNMENT For value received the undersigned hereby sells,assigns and transfers unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s)and appoints(s) attorney, to transfer the same on the Note register of the Treasurer-Tax Collector with full power of substitution in the premises. Dated: Signature: Note:The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note:Signature(s)must be guaranteed by a qualified guarantor. Exhibit A Page 3