HomeMy WebLinkAboutMINUTES - 12092003 - C114 RESOLUTION NO. 2 o o i f 7 7 4
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD
UNION SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF
2003, SERIES A, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $12,000,000
Adopted December 9, 2003
TABLE OF CONTENTS
P-ale
ARTICLE I
'DEFINITIONS;AUTHORITY'
Section 1.01. Definitions.................................0.0.so.0. we woo ...
Section 1 o02- Authority for this Resolution..•....►.w..•rv00000*oo&00000*0000*000000 sees.PA
ARTICLE II
THE BONDS
Section2.01. Authorization..........r...................o........................................................................5
Section2.02. Terms of Bonds.....................................o...............................................................5
Section2.03. Redemption...........................o....................................0.........................................5
Section2.04. Book-Entry System...................................0...........................................o...............6
Section2.05. Form of Bonds..................o......o...................................................0.0 0 0.0.00.0.so 0 woo o r.,.••7
Section 2.06. Execution of Bonds.............0,0..........................0.............sees...................000...o..o.o.00.8
Section 2.07. Transfer of Bonds-o o......o...000.-o...sees..........o so..so.so o......o..........................o......o.......o..8
Section 2.08. Exchange of Bonds.......o......o......o-o-.0...0..........0...............
Section2.09. Bond Register........o.........00 0..0...............0.......0...0...0...........so..0.......o..............o...o.o..8
Section2.10. Temporary Bonds...................................so....o..................o........see.........................9
Section 2.11. Bonds Mutilated,Lost,Destroyed or Stolen......see.............o........
ARTICLE III
'ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS;
SECURITY FOR THE BONDS'
Section 3.01. Issuance and Delivery of Bonds.............o......o........o--oo--o-o........o...........................10
Section 3.02. Application of Proceeds of Sale of Bonds;Building Fund.......................................10
Section 3.03. Security for the Bonds. ..................0...........0.............0.0.0.....00 we 0.0......................11
ARTICLE IV
'SALE OF THE BONDS;DEBT SERVICE FUND;OFFICIAL
STATEMENT'
Section 4.01. Sale of the Bonds........o o-o--o........ .......o.....o....o...........Owosso... .owes *so 12
Section 4.02. Debt Service Fund........................................0...............0.......0...00009000.........000000.....12
Section 4.03. Disbursements From Debt Service Fund...............................................................12
Section4.04. Official Action..so o....so-so...o-o--o-oo.......o....o........see....o......o.....so.....o.#-*ow&o#000w000w&ow#000s*13
Section 4.05. No Approval of District's Finance Team,Structure of District's Financing,or
OfficialStatement.-o o.....o.....o....so-so...0.0.....see 0......0...0.0............0 0.0...0 0....000.000..00.o.o..13
Section 4.06. No Liability of the County...................................................0......0......................so 13
Section 4.07. Limited Duties of County;Indemnification................0...............0..........................13
ARTICLE V
COVENANTS OF THE BOARD................o............................•..............r...............14
Section5.01. Punctual Payment..........................0...0............0.........0....0.......0......0....0............so..14
Section 5.02. Extension of Time for Payment..-o...so-so......0.0....0...0 0.............................................14
ARTICLE VI
THE PAYING AGENT
Section 6.01. Appointment of Paying Agent..-so so.see o........o......so so.so-so.o.....so.o.............................15
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section7.01. Events of Default........................o..............so..so.0..........0......0..........0....................16
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RESOLUTION 2003/774
Section 7.02. Application of Funds Upon Default. ....................................................................16
Section 7.03. Remedies of Bondowners....................................................................................17
Section7.04. Non-Waiver. ......................................................................................................17
Section 7.05. Remedies Not Exclusive......................................................................................17
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners......................18
Section 8.02. Supplemental Resolutions Effective With Consent to the Owners...........................18
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to Parties...............................................................19
Section9.02. Defeasance.........................................................................................................19
Section 9.03. Execution of Documents and Proof of Ownership by Bondowners.........................20
Section 9.04. Waiver of Personal Liability.................................................................................21
Section 9.05. Destruction of Canceled Bonds............................................................................21
Section 9.06. Partial Invalidity.................................................................................................21
Section 9.07. Effective Date of Resolution.................................................................................21
EXHIBIT A FORM OF SERIES A BOND
EXHIBIT B PUBLIC SALE DOCUMENTS:
-Official Notice of Sale
-Official Bid Form
-Notice Inviting Bids
-Notice of Intention to Sell Bonds
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RESOLUTION 2003/774
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD
UNION SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF
2003, SERIES A IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $12,000,000
RESOLVED, by the Board of Supervisors of Contra Costa County (the "Board"), as
follows:
WHEREAS, an election was duly and regularly held in the Brentwood Union School
District(the "District") on March 4,2003 for the purpose of submitting to the qualified electors
of the District the question whether general obligation bonds should be issued M* the aggregate
rinci
pal. amount of not to exceed $35,000,000, at which more than two-thirds of the votes cast
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were in favor of the issuance of said bonds;and
WHEREAS, Section 15140 of the Education Code of the State of California (the
"Education Code") requires that general obligation bonds of the District shall be offered for sale
by the Board of Supervisors of Contra Costa County, as soon as possible following receipt of a
resolution adopted by the Board of Trustees of the District;and
WHEREAS,at this time the Board has received the resolution of the Board of Trustees of
the District (the "District Resolution") requesting the issuance of the first series of Bonds (the
"Series A Bonds") in the aggregate principal amount of not to exceed Twelve Million Dollars
($12,000,000);and
WHEREAS, in its resolution, the District found and informed this Board that all acts,
conditions and things required by law to be done or performed have been done and performed
in strict conformity with the laws authorizing the issuance of general obligation bonds of the
District, and the indebtedness of the District, including the proposed issue of the Series A
Bonds,is within all limits prescribed by law;and
WHEREAS, the Board, in reliance upon the representations of the District, intends to
issue and sell the Bonds, in a principal amount not to exceed $12,000,000, pursuant to this
resolution and in conformity with the Act;and
WHEREAS, this Board hereby authorizes the issuance and sale of the Bonds pursuant to
this resolution.
RESOLUTION 2003/774
ARTICLE I
DEFINITIONS*AUTHORITY
Section 1.01. Definitions. The terms defined in this Section 1.01,as used and,capitalized
herein, shall, for all purposes of this Resolution, have the meanings ascribed to them below,
unless the context clearly requires some other meaning.
"Act"means Article 3 and Article 9 of Chapter 2 of Part 10 of Division 1 of the California
Education Code as M' effect on the date of adoption hereof(commencing with Section 15140).
"Articles," "Sections" and other subdivisions refer to the corresponding Articles,
Sections or subdivisions of this Resolution, and the words "herein," "hereof," "hereunder, and
other words of similar import refer to this Resolution as a whole and not to any particular
Article,Section or subdivision hereof.
"Board"means the Board of Supervisors of Contra Costa County,California.
"Bond Counsel" means any attorney or firm of attorneys nationally recognized for
expertise in rendering opinions as to the. legality and tax exempt status of securities issued by
public entities.
"Bonds"means the Series A Bonds at any time Outstanding pursuant to this Resolution.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the payment of the purchase price of the Bonds by the Original Purchaser.
"County"means Contra Costa County,California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
suchperiod which relate to principal which has been retired before the beginning of such
period.
"Debt Service Funds" means the funds established and held by the County for the
District under Section 4.02.
"De pository.#P means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.04.
"Depository System Participant" means any participant in the Depository's book-entry
system.
"DTC"means The Depository Trust Company,New York,New York,and its successors
and assigns.
W
"District"means the Brentwood Union School District and any successor thereto.
"District Representative" means the Superintendent of the Districtor any other person
authorized by resolution of the Board of Trustees"of the District to act on behalf of the District
with respect to this Resolution and the Bonds.
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"District Resolution" means the "Resolution of the Board of Trustees of the Brentwood
Union School District Requesting the Board of Supervisors of Contra Costa County to Issue and
Sell General Obligation Bonds of the District in the Aggregate Principal Amount of Not To
Exceed $12,000,000" adopted by the District's Board of Trustees on November 19, 2003
requesting the issuance of the Bonds by the Board.
"Federal Securities" means United States Treasury notes, bonds, bills or certificates of
indebtedness or those for which the faith and credit of the United States areled ed for the
payment of principal and interest.
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"Information Services" means Financial Information, Inc.'s Financial Daily Called Bond
Service;Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond
Service; Moody's Municipal and Government; Standard & Poor's Called Bond Record; or any
successor or assigns of any of the preceding services.
"IssuanceExpenses" means all items of expense directly or indirectly reimbursable to
the District relating to the issuance, execution and delivery of the Bonds including, but not
limited to,filing and recording costs, costs of conducting the election,settlement costs, rintin
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costs, reproduction and binding costs, legal fees and charges, fees and expenses of the Paying
Agent, financial and other professional consultant fees, costs of obtaining credit ratings,
municipal bond insurance premiums,fees for execution, transportation and safekeeping of the
Bonds and charges and fees in connection with the foregoing.
"Official Notice of Sale" means, inclusively, the documents for the conduct of the public
sales of the Series A Bonds all ass
et forth in Exhibit B hereto, with any changes, corrections,
deletions or additions thereto,approved by the County and the District Representative.
"Official Statement" means, inclusively, thep rreliminaY and final official statements for
the sale of the Bonds in the forms approved by the District under the District Resolution.
"Original Purchaser" or "Original Purchasers" the first purchaser or purchasers of the
Bonds,pursuant to the Official Notice of Sale.
"Outstanding," when used as of any particular time with reference to Bonds, means all
Bonds except:
(a) Bonds theretofore canceled by Y the Paying Agent ent or surrendered to the
Paying Agent for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section
9.02 hereof;and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized,executed,issued and delivered by the District pursuant to the Resolution.
"Owner" means any person who shall be the registered owner of any Outstanding
Bond.
"Paying Agent" meansBNY Western Trust Company, the Paying Agent appointed by
the District and acting as paying agent, registrar and authenticating agent for the Bonds, its
successors and assigns, and any other corporation or association which may at an time be
substituted in its lace,as provided in Section 10 f Y
p p o the District Resolution.
"Principal Office"means the principal corporate trust office of the g. g
Pa in Agent in San
Y
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Francisco, California,or such other office or offices as may be specified by the g Paying Agent in
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writing to the District and the County from time to time.
"Regulations"means temporary and permanent regulations promulgated under the Tax
Code.
"Resolution" or "Bond Resolution" means this Resolution.
"Securities Depositories" means The Depository Trust Company, 711 Steward Avenue,
Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190, and, in
accordance with then current guidelines of the Securities and Exchange Commission,such other
addresses and/or such other securities depositories as the District may designate,in a Written
Request of the District delivered to the Paying Agent.
"Series A Bonds" means the bonds designated "Brentwood Union School District
General Obligation Bonds,Election of 2003,Series A,"as specified in Section 2.01.
"Supplemental Resolution" means any resolution supplemental to or amendatory of this
Resolution,adopted by the Board in accordance with Article VIII hereof.
"Tax Code" means the Internal Revenue Tax Code of 1986 as in effect on the Closing
Date or (except as otherwise referenced herein) as it may be amended to apply to obligations
issued on the Closing Date, together with applicable final Regulations promulgated under the
Tax Code.
"Treasurer" means the Treasurer/Tax Collector of the County, or any deputy or
designee thereof.
"Written Request of the District" means an instrument in writing signed by the District
Representative or by any other officer of the District duly authorized by the District and listed
on a Written Request of the District for that purpose.
Section 1.02. Authority for this Resolution. This Resolution is entered into pursuant to
the provisions of the Act. The provisions of this Resolution relating to payment of principal of
and interest on the Bonds are set forth in this Resolution solely at the request of the District for
the convenience of the District in the administration of the Bonds, and not to create any
responsibilities for the Board of Supervisors of the County beyond. the express statutory
requirements contained in Sections 15140, 15146 and 15250 of the Act.
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ARTICLE II
THE BONDS
Section 2.01. Authorization. Series A Bonds are hereby authorized to be issued by the
Board of Supervisors in the name of the District under and subject to the terms of the Act and
this Resolution; provided that the aggregate principal amount of the Series A Bonds shall not
exceed Twelve Million Dollars($12,000,000).
Section 2.02. Terms of Bonds.
(a) Form; Numbering. The Bonds shall be issued as fully registered Bonds,
without coupons, in the denomination of $5,000 each or any integral multiple thereof.
Bonds shall be lettered and numbered as the Paying Agent shall prescribe.
(b) Date of Bonds.The Series A Bonds shall be dated February 1,2004.
(c) CUSIP Identification Numbers. "CUSIP" identification numbers shall be
imprinted on the Bonds,.but such numbers shall not constitute a part of the contract
evidenced by the Bonds 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 Bonds.
In addition, failure on the part of the District to use such CUSIP numbers in any notice
to Owners of the Bonds shall not constitute an event of default or any violation of the
District's contract with such Owners and shall not impair the effectiveness of any such
notice.
(d) Maturities; Interest and Payment. For the purposes of this Resolution,
interest on the Bonds shall be calculated on the basis of a 360-day year comprised of
twelve 30-day months.
The Series A Bonds shall bear interest from the date of the Series A Bonds to
maturity of each of the Series A Bonds at a rate or rates not in excess of eight percent
(8%)per annum. Interest shall be payable on February 1 and August 1 of each year (the
"Interest Payment Dates"),commencing February 1,2005,until the principal amount has
been paid or provided for. Each Series A Bond shall bear interest from the Interest
Payment Date next preceding the date of authentication thereof, unless (a) it is
authenticated as of a business day following the 15th day of the month immediately
preceding any Interest Payment Date and on or before such Interest Payment Date, in
which .evvent it shall bear interest from such Interest Payment Date, or (b) it is
authenticated on or before January 15, 2005, in which event it shall bear interest from
February 1,2004.
The Series A Bonds shall mature (or, alternatively, be subject to mandatory
sinking fund redemption as hereinafter provided) on August 1 of the years and in the
amounts set forth in the Official Notice of Sale, with the final maturity of the Series A
Bonds to be not more than 25 years from the delivery date of the Series A Bonds.
The Series A Bonds shall bear interest at such rate or rates as shall be determined
upon the sale thereof in accordance with Section 5 of the District Resolution.
Section 2.03. Redemption. The Bonds shall be subject to redemption in accordance
with the provisions of the Official Notice of Sale,which provisions are incorporated herein by
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this reference.
The Paying Agent shall give notice of the redemption of the Bonds at the expense of the
District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be
redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of
notice and the date of redemption, (d) the place or places where the Bonds must be submitted
for redemption,descriptive information about the Bonds,including the dated date,interest rate
and stated maturity date. Such notice shall further state that on the specified date there shall
become due and payable upon each Bond to be redeemed, the portion of the principal amount
of such Bond to be redeemed, together with interest accrued to said date, and redemption
premium, if any, and that from and after such date interest with respect thereto shall cease to
accrue and be payable.
Notice of redemption shall be by first class mail, postage prepaid,.to the original
purchaser of the Bonds, to a Securities Depository and to an Information Service that
disseminates securities redemption notices, and to the District and to the County, and by
registered or certified mail or personal delivery to the respective Owners of any Bonds
designated for redemption at their addresses appearing on the Bond Register of the Paying
Agent, in every case at least 30 days,but not more than 60 days, prior to the redemption date;
provided that neither failure to receive such notice nor any defect in any notice so mailed shall
affect the sufficiency of the proceedings for the redemption of such Bonds.
Section 2.04. Book-Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a
separate single fully registered Bond (which may be typewritten) for each maturity of
the Bonds. Upon initial delivery,the ownership of each such Bond shall be registered on
the Registration Books in the name of Cede&Co. (the "Nominee"). Except as provided
in subsection(c), the ownership of all of the Outstanding Bonds shall be registered in the
name of the Nominee on the Registration Books.
With respect to Bonds the ownership of which shall be registered in the name of
theNominee, the District and the Paying Agent shall have no responsibility or
obligation to any Depository System Participant or to any person on behalf of which the
Depository holds an interest in the Bonds. Without limiting the generality of the
immediately preceding sentence, the District and the Paying Agent shall have no
responsibility or obligation with respect to (i) the accuracy of the records of the
Depository, the Nominee or any Depository System Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any Depository System Participant
or any other person, other than an Owner as shown in the Registration Books, of any
notice with respect to the Bonds, including any notice of redemption, (iii) the selection i
by the Depository of the beneficial interests n the Bonds to be redeemed in the event the
District elects to redeem the Bonds in part, (iv) the payment to any Depository System
Participant or any other person, other than an Owner as shown in the Registration
Books, of any amount with respect to principal, premium, if any, or interest on the
Bonds or (v) any consent given or other action taken by the Depository as Owner of the
Bonds.
The District and the Paying Agent may treat and consider the person in whose
name each Bond is registered as the absolute owner of such Bond for the purpose of
payment of principal, premium and interest on such Bond, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of
registering transfers of ownership of such Bond,and for all other purposes whatsoever.
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The ne Paying Agent shall pay the principal of.and interest and premium,if any,on
the Bonds only to the respective Owners or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge
all obligations with respect to payment of principal of and interest and premium,,if any,
on the Bonds to the extent of the sum or sums so paid.
No person other than an Owner shall receive a Bond evidencing the obligation of
the District to make payments of principal, interest and premium, if any,, pursuant to
this Resolution. Upon delivery by the Depository to the Nominee of written notice to
the effect that the Depository has determined to substitute a new nominee in its place,
and subject to the provisions herein with respect to Record Dates, such new nominee
shall become the Nominee hereunder for all purposes;and upon receipt of such a notice
the District shall promptly deliver a copy of the same to the Paying Agent.
(b) Representation Letter. In order to qualify the Bonds for the Depository's
book-entry system, the District and the Paying Agent shall execute and deliver to such
Depository a letter representing such matters as shall be necessary to so qualify the
Bonds. The execution and delivery of such letter shall not in any way limit the
provisions of subsection (a) above or in any other way impose upon the District.or the
Paying Agent any.obligation whatsoever with respect to persons having interests in the
Bonds other than the Owners. The Paying Agent agrees to comply with all provisions ions in
such letter with respect to the giving of notices thereunder by the Paying Agent. In
addition to the execution and delivery of such letter, the District may take any other
actions, not inconsistent with this Resolution, to qualify the Bonds for the Depository's
book-entry program.
(c) Transfers Outside Book-Entry System. In the event that either :(i) the
Depository determines not to continue to act as Depository for the Bonds, or (ii) the
District determines to terminate the Depository as such,then the District shall thereupon
discontinue the book-entry system with such Depository. In such event, the Depository
shall cooperate with the District and the Paying Agent in the issuance of replacement
Bonds by providing the Paying Agent with a list showing the interests of the Depository
System Participants *in the Bonds,and by surrendering the Bonds,registered in the name
of the Nominee, to the Paying Agent on or before the date such replacement Bonds are
to be issued..The Depository,by accepting delivery of the Bonds, agrees to be bound by
the provisions of this subsection(c). If,prior to the termination of the Depository acting
as such, the District fails to identify another Securities Depository to replace the
Depository, then the Bonds shall no longer be required to be registered in the
Registration Books in the name of the Nominee, but shall be registered in whatever
name or._names the Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Article 2. Prior to its termination, the Depository
shall furnish the Paying Agent with the names and addresses of the Participants and
respective ownership interests thereof.
(d) Payments to the Nominee. Notwithstanding any other provision of this
Resolution-to the contrary,but subject to Section 4.06 of this Resolution, so long as any
Bond is registered in the name of the Nominee, all payments by the District or the
Paying Agent with respect to principal of and interest and premium, if any, on such
Bond and all notices with respect to such Bond shall be made and given,respectively,as
provided in the letter described in subsection (b) of this Section or as otherwise
instructed by the Depository.
Section 2.05. Form of Bonds. The Bonds, the form of the Paying Agent's certificate of
authentication and registration and the form of assignment to appear thereon shall be
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substantially in the form,with necessary or appropriate variations,omissionsand *insertions,as
permitted or required by this Resolution,as set forth in Exhibit A attached hereto.
Section 2.06. Execution of Bonds. The Bonds shall be executed on behalf of the Board
by the facsimile signatures of the Chairman, the Treasurer and the Clerk of the Board of
Supervisors who are in office on the date of adoption of this Resolution or at any time
thereafter, and the seal of the District shall be impressed, imprinted or reproduced by facsimile
thereon. If any officer whose signature appears on any Bond ceases to be such officer,before
delivery of the Bonds to the purchaser,such signature shall nevertheless be as effective as if the.
officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may
be signed and attested on behalf of the Board at the actual date of execution of such Bond by.
such persons who are serving the County in such capacity although at the dated date of such
Bond any such person was not such officer of the County.
Only such Bonds as shall bear thereon a certificate of authentication and registration in
the form set forth in the form of the Bonds attached hereto, executed and dated by the Paying
Agent,shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution,
and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so
registered have been duly authenticated, registered and delivered hereunder and are entitled to,
the benefits of this Resolution.
Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.09
hereof, by the person in whose name it is registered, in person or by his-duly authorized
attorney, upon surrender of such Bond for cancellation at the Principal Office at the .Paying.
Agent, accompanied by delivery of a written instrument of transfer in a form approved by the
Paying Agent, duly executed. The Paying Agent shall require the payment by the,Owner
requesting such transfer of any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute
and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (a) fifteen days prior to the date
established by the Paying Agent for selection of Bonds for redemption or (b)with respect to a
Bond after such Bond has been selected for redemption.
Section 2.08. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same maturity.The Paying Agent shall require the payment by the Owner requesting
such exchange of any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (a) fifteen days prior to the date
established by the Paying Agent for selection of Bonds for redemption or (b)with respect to a
Bond after such Bond has been selected for redemption.
Section 2.09. Bond Register. The Paying Agent shall keep or cause to be kept sufficient.
books for the registration and transfer of the Bond (the "Registration Books"),which shall at all
times be open to inspection by the District upon reasonable notice; and, upon presentation for
such purpose, the Paying Agent shall, under such reasonable regulations as. it may prescribe,
register or transfer or cause to be registered or transferred, on said books, Bonds as herein
before provided
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Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such denominations as may be determined by
the District, and may contain such reference to any of the provisions of this Resolution as may
be appropriate. Every temporary Bond shall be executed by the District upon the same
conditions and in substantially the same manner as the definitive Bonds. If the District issues
temporary Bonds it will execute and furnish definitive Bonds without delay,and thereupon the
temporary Bonds may be surrendered, for cancellation, M* exchange therefor at the Principal
Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this
Resolution as definitive Bonds executed and delivered hereunder.
Section 2.11. Bonds Mutilated, Lost Destroyed--or Stolen. If any Bond shall become
mutilated the District, at the expense of the Owner of said Bond, shall execute, and the Paying
Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal
amount in exchange and substitution for the Bond so mutilated,but only upon surrender to the
Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying
Agent shall be canceled by it and delivered to, or upon the order of, the District. If any Bond
shall be lost,destroyed or stolen,evidence of such loss,destruction or theft may be submitted to
the District and, if such evidence be satisfactory to the District and indemnity satisfactory to it
shall be given, the District, at the expense of the Owner, shall execute, and the Paying Agent
shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in
lieu of and in substitution for the Bond so lost, destroyed or stolen. The District may require
payment of a sum not exceeding the actual cost of preparing each new Bond issued under this
Section and of the expenses which may be incurred by the District and the Paying Agent the
premises. Any Bond issued under the provisions of this Section 2.11 in lieu of any Bond alleged
to be lost, destroyed or stolen shall constitute an original additional contractual obligation on
thep art of the District whether or not the Bond 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 Bonds issued pursuant to this Resolution.
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ARTICLE III
ISSUE OF BONDS;APPLICATION OF BOND
PROCEEDS;SECURITY FOR THE BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this
Resolution the Board of Supervisors may issue and deliver the Bonds. The District
Representative shall be, and is hereby, directed to cause the Bonds'to be printed, signed and
sealed,'and to be delivered to the Original Purchaser upon the County Treasurer's receipt of the
rice therefor an p •
purchase p d upon the Original Purchasers performance of the conditions
imposed by the District. ThePaying Agent is hereby authorized to deliver the Bonds to the
Original Purchaser,upon receipt of a Written Request of the District.
Section 3.02. Application of Proceeds of Sale of Bonds; Building Fund. The proceeds
from the sale of the Bonds, to the extent of the principal amount thereof, shall be paid to the
Treasurer to the credit of the fund hereby created and established and to be known as the
"Brentwood Union School District Building Fund, Series A" of the District (the "Building
Fund"), which shall be accounted for separate and distinct from all other District and County
funds, and those proceeds shall be used solely for the purpose for which the Bonds are being
issued, and for payment of Issuance Expenses, to the extent not paid by the successful bidder
for the Bonds. The interest earned on the monies deposited to said Building Fund shall be
deposited in said Building Fund and used for the purposes for which the-Bonds have been
authorized. Any excess proceeds of the Bonds not needed for the authorized purposes set..forth
herein for which the Bonds are being issued shall be transferred to the Debt Service Fund and
applied to the payment of principal and interest on the Series A Bonds, at the written direction
of the District. If,after payment in full of the Series A Bonds there remain excessroceeds,any
y
such excess amounts shall
be transferred to the general fund of the District,pursuant to Section
15234 of the Act.
Any accrued interest and premiumpaid on the Bonds by the successful bidder and
i
received by the Treasurer shall be deposited n the Debt Service Fund,created in Section 4.02.
The Treasurer shall invest monies deposited to said Building Fund in any investments
permitted by law, and in any other investments which the Treasurer deems to be prudent
investments. In addition, the Treasurer shall, at the written direction of the District, transfer
funds to the provider of an investment contract upon the written recommendation of the
District Representative, provided that such investment contracts are: (i) issued or guaranteed
by an entity the corporate debt of which at the time of investment is rated in one of the two
highest long-terra rating categories by Moody's Investors Service and Standard &Poor's Ratings
g
Services; or (ii) issued or Y
in
by an insurance company with a claims-paying ratingat
Y,
the time of investment n one of the two highest long-term rating categories of Moody's
Investors Service and Standard & Poor's Ratings Services; provided further that any rating
agency maintaining a rating on the Bonds shall be notified in writing by the District prior to the
District entering into said investment contract; and provided further that any such investment
contract shall contain provisions satisfactory to any rating agency maintaining a rating on the
Bonds, specifying that, in the event the long-term debt rating of the provider of the investment
contract is suspended or downgraded by either Moody's Investors Service or Standard & Poor's
Ratings Services to below said rating agency's second highest long-term rating category,
without regard to rating subcategories, the provider of such investment contract shall, within
ten (10) days, deliver to a third party collateral in the form of direct and general obligations of
the United States of America, or obligations that are unconditionally guaranteed as top p rinci al
and interest by the full faith and credit of the United States of America,in the amount of not less
-10-
than 104%of the principal amount of the investment contract;and further specifying that,in the
event the long-term debt rating of the provider of the investment contract is withdrawn or
downgraded by either Moody's Investors Service or Standard &Poor's Ratings Services to said
rating agency's third highest long-term rating category.,without regard to rating subcategories,
such investment contract shall terminate, and the full principal amount invested thereunder,
together with any interest accrued thereon, shall be paid to the District or the Treasurer within
two(2)business days of such downgrade.
Section 3.03. Security for the Bonds. The Bonds are general obligations of the District,
and the Board of Supervisors has the power, is obligated and shall levy ad valorem taxes upon
all property within the District subject to taxation without limitation of rate or amount, for the
payment of the Bonds and the interest thereon,in accordance with and subject to Sections 15250
and Section 15252 of the Act.
ARTICLE IV
SALE OF THE BONDS;DEBT SERVICE FUND; OFFICIAL STATEMENT
Section 4.01. Sale of the Bonds. The Series A Bonds shall be offered for sale pursuant
to the terms contained in the Official Notice of Sale in substantially the form attached hereto
andsold to the highest, best, responsible bidder according to the provisions of the Official
Notice of Sale. Provisions may be made for cancellation, postponement or rescheduling of,.the
sale in accordance with the Official Notice of Sale.
The Board authorizes and directs the District to notice the sale of the Bonds by: (i)
publication of a notice substantially in the form contained in Exhibit B hereto in the Ledger
Dispatch andBrentwood News, a newspaper of general circulation printed and published
within the District and the County, once a week for two successive weeks, with the first
publication at least fourteen (14) days before the proposed sale date; and (ii) publication of a
notice substantially in the form contained in Exhibit B hereto in the Bond Buyer, a financial
newspaper of statewide circulation, one time,which publication shall occur at least fifteen (15)
days before the proposed sale date.
On January 27,2004 (or such other date selected by the District) on or before the hour of
12:00 o'clock p.m. (Pacific Daylight Time), the Treasurer is hereby authorized and directed to
accept, on behalf of the County and the District, the best responsive bid(s) for the Bonds,
provided that such bid shall provide a true interest cost of not to exceed eight percent (8%).per
annum and the price paid for the Bonds shall not be less than the par value thereof, or to reject
all bids. If such true interest cost and price are acceptable to the Treasurer, the Treasurer is
hereby authorized and directed to award the sale of the Series A Bonds.
The District, in the District Resolution, has expressly authorized Zions First National
Bank (parent company of Kelling,Northcross & Nobriga, the Financial Advisor to the District)
to bid for the Bonds,and to acquire such Bonds as principal either alone or as a participant in a
syndicate or other similar account formed for the purpose of purchasing the Bonds, directly or
indirectly from the County,if their bid is the winning bid.
Section 4.02. Debt Service Fund. The County Treasurer shall create and maintain while
the Bonds are outstanding an interest and sinking fund for the Series A Bonds (the "Debt
Service Fund"),which shall be maintained by the Treasurer as a separate account, distinct from
all other funds of the District, into which shall be paid on receipt thereof, (i) the portion of the
Bond proceeds constituting accrued interest or premium on the Bonds, as specified in Section
3.02 of this Resolution, and (u) theproceeds of any taxes levied pursuant to Section 3.03. The
Debt Service Fund shall be administered and disbursements made in the manner set forth in
Section 4.03 hereof.
Section 4.03. Disbursements From Debt Service Fund. The moneys in the Debt
Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as the
same become due and payable,shall be transferred by the Treasurer to the Paying Agent which,
in turn, shall pay such moneys to DTC to pay the principal of and interest on the Bonds. DTC
will thereupon make payments of principal and interest on the Bonds to the DTC Participants
who will thereupon make payments of principal and interest to the beneficial owners of the
Bonds. Any moneys remaining in the Debt Service Funds after the Bonds 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,pursuant to Section 15234 of the Act.
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Section 4.04. Official Action. All actions heretofore taken by the officers and agents of
the County with respect to the sale and issuance of the Bonds are hereby approved, and the
County Treasurer and all other officers of the County are hereby authorized and directed for
and in the name and on behalf of the Board, 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 Bonds in accordance with this resolution.
Section 4.05. No Approval of District's Finance Team, Structure of District's
Financi,n,g, or -Official Statement. The County has not assisted the District, nor has it
participated in any way, in: (a) the selection of the District's Original Purchaser,bond counsel,
paying agent or financial advisor; or (b) the structuring of the Bonds to be financed. In
addition, the County has not approved the District's Official Statement, and County does not
assume any responsibility for the adequacy or accuracy of the statements contained therein,
except those statements provided by the County relating to the County's Investment Policy and
Investment Pool.
Section 4.06. No Liability of the County. Notwithstanding anything stated to the
contrary in.this Resolution, (a) the Bonds are not a debt of the County, including its Board..
officers, officials, agents and employees, and the County, including its Board, officers, officials,
agents and employees.,has no obligation to repay the Bonds; (b) the Board's sole responsibilities
hereunder are to issue, sell and levy a tax for the repayment of the Bonds, as provided in
Sections 15140, 15146 and 15250, respectively, of the Act, and (i) neither the County, nor the
Board, nor any officer, official, agent or employee of the County, shall have any obligation or
liability hereunder or in connection with the transactions contemplated hereby other than as
specified in said Education Code Sections; (n**) the Bonds, including interest thereon, shall be
payable solely from taxes levied by the Board pursuant to Section 15250 of the Act;and (iii) the
County, including its Board, officers, officials, agents and employees, shall retain all of their
respective constitutional and statutory privileges, immunities, rights and defenses in carrying
out their duties under this Resolution.
Section 4.07. Limited Duties of County; Indemnification. The County, including its
Board, officers,officials, agents and employees,shall undertake only those duties of the County
under this Resolution which are specifically set forth in this Resolution, and even during the
continuance of an event of the District's default with respect to the repayment of the Bonds,
including interest thereon,no implied covenants or obligations shall be read into this Resolution
against the County, including its Board, officers,, officials, agents and employees. The District
further agrees to indemnify,defend and hold harmless the County,including its Board,officers,
officials, agents and employees, against the payment of any and all liabilities, losses, costs and
expenses (including attorneys fees and court costs), damages and claims which the County,
th
including its Board, officers, officials, agents and employees, may incur in e exercise and
performance of its or their powers and duties hereunder which are not due to its or their
negligence or bad faith.
ARTICLE V
COVENANTS OF THE BOARD
Section 5.01. Punctual PayMent. The Board will levy ad valorem taxes, as provided in
Section 15250 of the Act, so as to enable the District to punctually pay, or cause to be paid, the
principal of and interest on the Bonds, in conformity with the terms of the Bonds and of this
Resolution. Nothing herein contained shall prevent the District from making advances of its
own moneys,howsoever derived,to any of the uses or purposes permitted by law.
Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Board will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and will
not, directly or indirectly, approve any such arrangement by purchasing or funding said claims
for interest in any other manner. In case any such claim for interest shall be extended or
funded, whether or not with the consent of the District, such claim for interest so extended or
funded shall not be entitled, in case of default by the District hereunder, to the benefits of this
Resolution, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all clams for interest which shall not have been so extended or funded.
ARTICLE VI
THE PAYING AGENT
Section 6.01. Appointment of Paving Agent. BNY Western Trust Company, at its
Principal Office in San Francisco, California, has been appointed by the District as the Paying
Agent for the Bonds. The Paying Agent has undertaken to perform such duties, and only such
duties,as are specifically set forth in this Resolution and the District Resolution.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events of Default. Any one or more of the following events shall
constitute an"event.of default:"
(a) if default shall be made by the District in the due and punctual payment
of the principal of or redemption premium, if any, on any Bond when and as the same
shall become due and payable,whether at maturity as therein expressed,by declaration
or otherwise;
(b) if default shall be made by the District in the due and punctual payment
of any installment of interest on any Bond when and as such interest installment shall
become due and payable;
(c) if default shall be made by the District in the observance of any of the
covenants, agreements or conditions on its part in this Resolution or in the Bonds
contained, and such default shall have continued for a period of thirty (30) days after
written notice thereof to the District Representative;or
(d) if the District shall file a petition seeking reorganization or arrangement
under the federal bankruptcy laws or any other applicable law of the United States of
America, or if a court of competent jurisdiction shall approve a petition, seeking
reorganization of the District y under the federal bankruptcy laws or an other applicable
law of the United States of America, or if, under the provisions of any other law for the
relief or aid of debtors, any court of competent jurisdiction shall assume custody or
control of the District or of the whole or any substantial part of its property.
Section 7.02. Application of Funds Upon Default.All of the sums in the Debt Service
Fund and accounts provided for in Section 4.02 hereof upon the occurrence of an Event of
Default as provided in Section 7.01 hereof, and all sums thereafter received by the Paying Agent
hereunder,shall be applied by the Paying Agent in the following order upon presentation of the
Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender
thereof if fully paid:
First, to the payment of the costs and expenses of the Paying Agent hereunder
and of the costs and expenses of Bondowners in declaring such event of default,
including-reasonable compensation to their agents,attorneys and counsel;
Second, in case the principal of the Bonds shall not have become due and
payable, to the payment of the interest in default in the order of the maturity of the
installments of such interest, with interest on the overdue installments at the rate of
eight percent (8%) per annum (to the extent that such interest on overdue installments
shall have been collected), such payments to be made ratably to the persons entitled
thereto without discrimination or preference;
Third,in case any principal of the Bonds shall have become and shall be then due
and payable, all such sums shall be applied to the payment of the whole amount then
owing and unpaid upon the Bonds for principal and interest, with interest on the
overdue principal and installments of interest at the rate of eight percent (8%) per
annum (to the extent that such interest on overdue installments of interest shall have
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been collected), and in case such moneys shall be insufficient to pay in full the whole
amount so owing and unpaid upon the Bonds, then to the payment of such principal
and interest without preference or priority of principal over interest, or interest over
principal, or of any installment of interest over any other installment of interest, ratably
to the aggregate of such principal and interest.
Section 7.03. Remedies of Bondowners. Any Owner shall have the right, for the equal
benefit and protection of all Bondowners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the District and its
members, officers, agents or employees to perform each and every term, provision and
covenant contained in this Resolution and in the Bonds, and to require the carrying out
of any or all such covenants and agreements of the District and the fulfillment of all
duties imposed upon it;
(b) by suit, action or proceeding in equity, to enjoin any acts or things which
are unlawful,or the violation of any of the Bondowners'rights;or
(c) upon the happening of any event of default (as defined in Section 7.01
hereof), by suit, action or proceeding in any court of competent jurisdiction, to require
the District and its members and employees to account as if it and they were the trustees
of an express trust.
Section 7.04. Non-Waiver. Nothing in this Article VII or in any other provision of this
Resolution,or in the Bonds,shall affect or impair the obligation of the District,which is absolute
and unconditional,to pay the principal of and interest on the Bonds to the respective Owners of
the Bonds at the respective dates of maturity, as herein provided, or affect or impair the right of
action against the District,which is also absolute and unconditional, of such Owners to institute
suit against the District to enforce such payment by virtue of the contract embodied in the
Bonds.
A waiver of any default by any Owner shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of any Owner of any of
the Bonds to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default or an acquiescence therein,
and every power and remedy conferred upon the Bondowners by this Article VI may be
enforced and exercised from time to time and as often as shall be deemed expedient by the
Owners of the Bonds.
If asuit, action or proceeding to enforce any right or exercise any remedy be abandoned
- y
or determined adversely to the Bondowners, the District and the Bondowners shall be restored
to their former positions, rights and remedies as if such suit,action or proceeding had not been
brought or taken.
Section 7.05. Remedies Not Exclusive.No remedy herein conferred upon the Owners
of Bonds shall be exclusive of any other remedy and that each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or thereafter
conferred on the Bondowners.
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners.
For any one or more of the following purposes and at any time or from time to time, a
Supplemental Resolution of the Board may be adopted, which, without the requirement of
consent of the Owners of the Bonds,shall be fully effective in accordance with its terms:
(a) To add covenants and agreements of the Board in this Resolution, which
are not contrary to or inconsistent with this Resolution as theretofore in effect;
(b) To add limitations and restrictions in this Resolution, other limitations
and restrictions to be observed by the Board which are not contrary to or inconsistent
with this Resolution as theretofore in effect;
(c) To confirm, as further assurance, any pledge of the District under this
Resolution, of any moneys, securities or funds, or to establish any additional funds or
accounts to be held under this Resolution;
(d) To cure any ambiguity,supply any omission,or cure or correct any defect
or inconsistent provision in this Resolution;or
(e) To make such additions, deletions or modifications as may be necessary
to assure exclusion from gross income for purposes of federal income taxation of interest
on the Bonds.
Section 8.02. Supplemental Resolutions Effective With Consent to the Owners. Any
modification or amendment of this Resolution and of the rights and obligations of the District
and of the Owners of the Bonds, in any particular,may be made by a Supplemental Resolution,
with the written consent of the Owners of at least two-thirds in aggregate principal amount of
the Bonds Outstanding at the time such consent is given. No such modification or amendment
shall permit a change in the terms of maturity of the principal of any Outstanding Bonds or of
interest nterest payable thereon or a reduction in the principal amount thereof or in the rate of
interest thereon, or shall reduce the percentage of Bonds the consent of the Owners of which is
required to effect any such modification or amendment, or shall change any of the provisions in
Section 7.01 hereof relating to Events of Default, or shall reduce the amount of moneys pledged
by the District for the repayment of the Bonds without the consent of all the Owners of such
Bonds, or shall-change or modify any of the rights or obligations of any Paying Agent without
its written assent thereto.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution,
expressed or implied, is intended to give to any person other than the Board, the District, the
Paying Agent and the Owners of the Bonds, any right,remedy, claim under or by reason of this
Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained
by and on behalf of the District shall be for the sole and exclusive benefit of the Owners of the
Bonds.
Section 9.02. Defeasance.
(a) Discharge of Resolution. Bonds may be paid by the District in any of the
following ways, provided that the District also pays or causes to be paid any other sums
payable hereunder by the District:
(i) by paying or causing to be paid the principal of and interest on Bonds
Outstanding,as and when the same become due and payable;
(ii) by depositing, in trust, at or before maturity, money or securities in the
necessary amount(as provided in Section 9.02(c)) to pay Bonds Outstanding;or
(iii) by delivering to the Paying Agent, for cancellation by it, Bonds
Outstanding.
If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all
other sums payable hereunder by the District, then and in that case, at the election of the
District (evidenced by a certificate of a District Representative, filed with the Paying Agent,
signifying the intention of the District to discharge all such indebtedness and this Resolution),
and notwithstanding that any Bonds shall not have been surrendered for payment, this
Resolution and other assets made under this Resolution and all covenants, agreements and
other obligations of the District under this Resolution shall cease, terminate,become void and
be completely discharged and satisfied, except only as provided in Section 9.02(b). In such
event, upon request of the District, the Paying Agent shall cause an accounting for such period
or periods as may be requested by the District to be prepared and filed with the District and
shall execute and deliver to the District all such instruments as may be necessary to evidence
such discharge and satisfaction, and the Paying Agent shall pay over,transfer, assign or deliver
to the District all-moneys or securities or other property held by it pursuant to this Resolution
which are not required for the payment of Bonds not theretofore surrendered for suchYm
pa ent.
(b) Discharge of Liability on Bonds.Upon the deposit, in trust, at or before maturity,
of money or securities in the necessary amount (as provided in Section 9.02(c) toaY any
Y
Outstanding Bond (whether upon or prior to its maturity date), then all liability of the District
ity
n respect of such Bond shall cease and be completely discharged,except only that thereafter the
Owner thereof shall be entitled only to payment of the principal of and interest on such Bond by
the District, and the District shall remain liable for such payment,but only out of such money or
securities deposited with the Paying Agent as aforesaid for such payment, provided further,
however,that the provisions of Section 9.02(d)shall apply in all events.
The District may at any time surrender to the Paying Agent for cancellation b it
Y any
Bonds previously issued and delivered, which the District may have acquired in any manner
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whatsoever, and such Bonds,upon such surrender and cancellation,shall be deemed to be paid
and retired.
(c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution
it is provided or permitted that there be deposited with or held in trust by the Paying Agent
money or securities in the necessary amount to pay any Bonds, the money or securities so to be
deposited or held may include money or securities held by the Paying Agent in the funds and
accounts established pursuant to this Resolution and shall be:
(i) lawful money of the United States of America in an amount equal to the
principal amount of such Bonds and all unpaid interest thereon to maturity;or
(n**) Federal Securities (not callable by the issuer thereof prior to maturity) the
principal of and interest on which when due, in the opinion of a certified public
accountant, knowledgeable in calculation of amounts necessary to defease municipal
securities, delivered to the District,will provide money sufficient to pay the principal of
and all unpaid interest to maturity, on the Bonds to be paid, as such principal and
interest become due;
provided, in each case, that the Paying Agent shall have been irrevocably instructed (by the
terms of this Resolution or by request of the District) to apply such money to the payment of
such principal and interest with respect to such Bonds.
(d) Payment of'Bonds After Discharge of Resolution. Notwithstanding any
provisions of this Resolution, subject to Section 4.06, any moneys held by the Paying Agent in
trust for the payment of the principal of, or interest on, any Bonds and remaining unclaimed for
two years after the principal of all of the Bonds has become due and payable, if such moneys
were so held at such date, or two years after the date of deposit of such moneys if deposited
after said date when all of the Bonds became due and payable, shall, upon request of the
District,berepaid to the District free from the trusts created by this Resolution, and all liability
of the Paying Agent with respect to such moneys shall thereupon cease; provided, however,
that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at
the cost of the District) first mail to the Owners of all Bonds which have not been paid at the
addresses shown on the registration books maintained by the Paying Agent a notice in such
form as may be deemed appropriate by the Paying Agent,with respect to the Bonds so payable
and not presented and with respect to the provisions relating to the repayment to the District of
the moneys held for the payment thereof.
Section 9.03. Execution of Documents and Proof of Ownership by Bondowners. Any
request, declaration or other instrument which this Resolution may require or permit to be
executed by Bondowners may be in one or more instruments of similar tenor, and shall be
executed by Bondowners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
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Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District,.the Paying Agent or the District Representative in good faith and in accordance
therewith.
Section 9.04. Waiver of Personal Liability. No board member, officer, agent- or
employee of the Board or the District shall be individually or personally liable for the payment
herein contained shall relieve an
of the principal of or interest on the Bonds;but nothing y such
board member, officer, agent or employee from the performance of any official duly provided
by law.
Section 9.05. 'Destruction of Canceled Bonds.Whenever in this Resolution provision is
made for the surrender to the District of any Bonds which have been paid or canceled pursuant
to theprovisions of this Resolution, a certificate of destruction duly executed by the Paying
Agent shall be deemed to be the equivalent of the surrender of such canceled Bonds and the
District shall be entitled to rely upon any statement of fact contained in any certificate with
respect to the destruction of any such Bonds therein referred to.
Section 9.06. Partial Invalidity. If any Section,paragraph,sentence, clause or phrase of
this Resolution shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Resolution. The Board hereby declares that it
would have adopted this Resolution and each and every other Section, paragraph, sentence,
clause orphrase hereof and authorized the issue of the Bonds' pursuant thereto irrespective of
the t fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any
court, the District is rendered unable to perform its duties hereunder, all such duties and all of
the rights and powers of the District hereunder shall be assumed by and vest in the District
1� 10
Representative in trust for the benefit of the Bondowners. Nothing in this Section 9.06 is
intended to create, nor shall the remaining portions of this Resolution create, any liability or
obligation of the Board or the County beyond those specifically imposed by statute, as
specifically referenced in Section 4.06.
ti
Section 9.07. Effective Date of Resolution. This Resolution shall take effect from and
after the date of its passage and adoption.
PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa
this 9th day of December,2003,by the following vote:
AYES: SUPERVISORS GIOIA, UILKEMA, GREENBERG) GLOVER and DESAULNI ER
NOES: NONE
D
ABSENT OR.NOT VOTING- NONE
t
By:
Chair,Board of Supervisors
(SEAL)
Attest:
By:
Clerk of the Board
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EXHIBIT A
FORM OF BOND
REGISTERED BOND NO. $
BRENTWOOD UNION SCHOOL DISTRICT
(County of Contra Costa, California)
GENERAL OBLIGATION BONDS
ELECTION OF 2003, SERIES A
INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP
%per annum August 1, February 1,2004
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Brentwood Union School District (the "District") in County of Contra Costa,
California (the "County"), for value received, promises to pay to the Registered Owner named
above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above,
and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or
provided for at the Interest Rate stated above, such interest to be paid on February 1 and
August 1 of each year(the "Interest Payment Dates"),commencing February 1,2005. This Bond
will bear interest from the Interest Payment Date next preceding the date of authentication
hereof, unless (a) it is authenticated as of a business day following the 15th day of the month
immediately preceding any Interest Payment Date and on or before such Interest Payment.Date,
in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated
on or before January 15, 2005, in which event it shall bear interest from February 1, 2004.
Principal, interest and redemption premium (if any) are payable in lawful money of the United
States of America, without deduction for the paying agent services, to the person in whose
name this Bond is registered (the "Registered Owner") on the Register maintained by the
Paying Agent, initially BNY Western Trust Company, San Francisco, California. Principal and
any redemption premium is payable upon presentation and surrender of this Bond at the
principal corporate trust office of the Paying Agent. Interest is payable by check mailed by the
Paying Agent on each Interest Payment Date to the registered owner of this Bond by first-class
mail at the address appearing on the Register at the close of business on the 15th day of the
calendar month next preceding that Interest Payment Date(the"Record Date").
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH
ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH HERE.
It is certified and recited that all acts and conditions required by the Constitution and
laws of the State of California to exist, to be performed or to have been met precedent to and in
the issuing of the Bonds in order to make them legal, valid and binding general obligations of
the District have been performed and have g
p a e been met in regular and due form as required by
Exhibit A
Page 1
law; that payment in full for the Bonds has been received; that no statutory or constitutional
limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due
provision has been made for levying and collecting ad valorem property taxes on all of the
taxable property within the District in an amount sufficient to pay principal and interest when
due, and for levying and collecting such taxes the full faith and credit of the District are hereby
pledged.
This Bond shall be not be valid or obligatory for any purpose and shall not be entitled to
any security or benefit under the Bond Resolution (described on the reverse hereof) until the
Certificate of Authentication below has been manually signed by the Paying Agent.
This Bond is one of a series of $12,000,000 of Bonds issued for the purpose of raising
funds needed for the purpose of raising money for the acquisition, construction and
rehabilitation of school facilities as set forth in the proposition authorizing the issuance of the
Bonds, and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith under authority of and pursuant to the laws of the State of California, and the
requisite two-thirds vote of the electors of the District cast at a special election held on March 4,
2003, upon the question of issuing Bonds in the amount of $35,000,000, and pursuant to
resolutions of the Board of Trustees of the District adopted on November 19,2003 and the Board
of Supervisors of Contra Costa County on December 9, 2003 (together, the "Bond Resolution").
This Bond and the issue of which this Bond is a part are payable as to both principal and
interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes
in the District,which taxes are unlimited as to rate or amount.
The Bonds of this issue are issuable only as fully registered Bonds in the denominations
of$5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds
of other authorized denominations at the principal corporate trust office of the Paying Agent,
by the Registered Owner or by a person legally empowered to do so, upon presentation and
surrender hereof to the Paying Agent, together with a request for exchange or an assignment
signed by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent,all subject to the terms, limitations and conditions provided in
the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The
District, the County and the Paying Agent may deem and treat the Registered Owner as the
absolute owner of this Bond for the purpose of receiving payment of or on account of principal
or interest and for all other purposes, and neither the District, the County nor the Paying Agent
shall be affected by any notice to the contrary.
The Bonds maturing on or before August 1, 2013 are not subject to redemption prior to
their respective stated maturities. The Bonds maturing on or after August 1,2014 are subject to
redemption prior to maturity, at the option of the District, from any available source of funds,.
on August 1,2013 and on any date thereafter, at the principal amount of Bonds to be redeemed,
plus accrued interest to the date of redemption,without premium.
[If applicable :] The Bonds maturing on August 1,20 (the "Term Bonds") are also
subject to mandatory sinking fund redemption on August 1 in the years, and in the amounts, as
set forth in the following table, at a redemption price equal to one hundred percent (100%) of
the principal amount thereof to be redeemed (without premium),together with interest accrued
thereon to the date fixed for redemption; provided, however, that if some but not all of the
Term Bonds have been redeemed pursuant to the preceding paragraph, the aggregate principal
amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata
basis in integral multiples of$5,000, as shall be designated pursuant to written notice filed by
the District with the County and the Paying Agent.
Exhibit A
Page 2
Redemption Date Principal
(AugList 1 Amount
[to come,if applicable]
If less than all of the Bonds of any one maturity shall be called for redemption, the
particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot
by the District in such manner as the District in its discretion may determine; provided,
however,that the portion of any Bond to be redeemed shall be in the principal amount of$5,000
or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall
treat each Bond as representing that number of Bonds which is obtained by dividing the
principal amount of such Bond by $5,000. If less than all of the Bonds shall be called for
redemption, the particular Bonds or portions thereof to be redeemed shall be called in any order
selected by the District. The Paying Agent shall give notice of the redemption of the Bonds at
the expense of the District. Such notice shall specify: (a) that the Bonds or a,designated portion
thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed,
(c) the date of notice and the date of redemption, (d) the place or places where the redemption
will be made, and (e) descriptive information regarding the Bonds including the dated date,
interest rate and stated maturity date. Such notice shall further state that on the specified date
there shall become due and payable upon each Bond to be redeemed, the portion of the
principal amount of such Bond to be redeemed, together with interest accrued to said date, the
redemption premium, if any, and that from and after such date interest.with respect thereto
shall cease to accrue and be payable.
Notice of redemption shall be by registered or otherwise secured mail or delivery
service, postage prepaid, to the registered owner of the Bonds, or ifthe original purchaser is a
syndicate, to the managing member of such syndicate, to a municipal registered securities
depository and to a national information service that disseminates securities redemption notices
and,by first class mail, postage prepaid, to the District, the County and the respective Owners
of any Bonds designated for redemption at their addresses appearing on the Bond registration
books, in every case at.least 30 days,but not more than 60 days, prior to the redemption date;
provided that neither failure to receive such nonce nor any defect in any notice so mailed shall
affect the sufficiency of the proceedings for the redemption of such Bonds.
Neither the District, the County nor the Paying Agent will be required: (a) to issue or
transfer any Bond during a period beginning with the opening of business on the 15th calendar
day next preceding either any Interest Payment Date or any date of selection of any Bond to be
redeemed and ending with the close of business on the Interest Payment Date or a day on
which the applicable notice of redemption is given, or (b) to transfer any Bond which has been
selected or called for redemption in whole or in part.
Reference is made to the Bond Resolution for a more complete description of the
provisions, among others,with respect to the nature and extent of the security for the Bonds of
this series, the rights, duties and obligations of the District, the County, the Paying Agent and
the Registered Owners, and the terms and conditions upon which the Bonds are issued and
secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the
Bond Resolution.
Exhibit A
Page 3
IN WITNESS WHEREOF, the Brentwood Union School District, Contra Costa County,
California has caused this Bond to be executed on behalf of the District and in their official
capacities by the manual or facsimile signatures of the Chairman of the Board of Supervisors of
Contra Costa County, and the County Treasurer, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board, and its seal to be reproduced hereon, all as of the
Issue Date stated above.
BOARD OF SUPERVISORS OF CONTRA
COSTA COUNTY,solely in its capacity as
issuer of this Series A Bond in the name of
the Brentwood Union School District
By:
Chairman of the Board
By:
Treasurer
(SEAL)
ATTEST:
By.
Clerk
Exhibit A
Page 4
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the Bond Resolution referred to herein.
Date of Authentication:
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 Bond and do(es)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:
Signature Guaranteed:
Notice: Signature(s) must be guaranteed by a qualified Notice:The signature on this assignment must correspond with
guarantor. the name(s)as written on the face of the within Note in every
particular without alteration or enlargement or any change
whatsoever.
Exhibit A
Page 5
LEGAL OPINION
The following is a true copy of the opinion rendered by Jones Hall,A Professional Law
Corporation, in connection with the issuance of, and dated as of the date of, the original
delivery of,the Bonds.
(Facsimile)
Clerk of the
Board of Education
(Form of Legal Opinion)
Exhibit A
Page 6
[FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Series A Bonds described in the within-mentioned Resolution.
Authentication Date:
BNY Western Trust Company
as Paying Agent
By.
Authorized Signatory
Exhibit A
Page 7
(FORM OF ASSIGNMENT)
For value received,the undersigned do(es)hereby sell,assign and transfer unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute and appoint ,
attorney, to transfer the same on the registration books of the Paying Agent,with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a qualified guarantor.
NOTICE: The signature on this assignment
must correspond with the name(s) as
written on the face of the within Bond in
every particular without alteration or
enlargement or any change whatsoever.
Exhibit A
Page 8
EXHIBIT B
PUBLIC SALE DOCUMENTS
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 2003, SERIES A
-1OFFOFFICIAL NOTICE OF SALE...................................................................................................B-1-
OFFICIAL
ICIAL BID FORM..............................................................................................................B-8
NOTICE INVITING BIDS........................................................................................................B-10
NOTICEOF INTENTION.......................................................................................................B-11
OFFICIAL NOTICE OF SALE
OF NOT TO EXCEED $12,000,000 '
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 2003, SERIES A
NOTICE IS HEREBY GIVEN that proposals for the purchase of $12,000,000 aggregate
principal amount of general obligation bonds of Brentwood Union School District of the County
of Contra Costa,California,will be received by the Treasure of Contra Costa County at the place
and up to the time below specified:
TIME: Tuesday,January 27, 2004 at 9:30 a.m. (Pacific Time);provided, that the District
reserves the right to postpone or change the time or sale date upon 24 hours notice delivered via
Bloomberg News Service or Thomson Municipal Market Monitor(w-ww.tm3.com).
PLACE: Kelling,Northcross &Nobriga, 1333 Broadway, Suite 1000, Oakland, California
94612.
SUBMISSION OF BIDS: BIDDERS PLEASE NOTE that only electronic transmission bids
will be accepted. Hand delivered or faxed bids will not be accepted.
ISSUE;BOOK ENTRY: $12,000,000 consisting of fully registered Bonds. The Bonds will
be dated February 1,2004, and will be issued in minimum denominations of$5,000. The Bonds
will be issued in a book entry only system with no physical distribution of the Bonds made to
the public. The Depository Trust Company, New York, New York ("'DTC"), will act as
depository for the Bonds which will be immobilized in its custody. The Bonds will be
registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the
DTC system and the subsequent beneficial owners of the Bonds. The Bonds are designated the
"Brentwood Union School District (County of Contra Costa, California), General Obligation
Bonds,Election of 2003,Series A."
MATURITIES: The Bonds will mature, or be subject to mandatory sinking fund
redemption, on August 1 in each of the years and in the amounts, as set forth in the following
table. Each bidder is required to specify in its bid whether, for any particular year, the Bonds
will mature or, alternately, be subject to mandatory sinking fund redemption in such year. See
.
SINKING FUND REDEMPTION"herein.
Maturity Principal Maturity Principal
Au t 1 Amount Au st 1 Amount
2005 2017
2006 2018
2007 2019
2008 2020
2009 2021
2010 2022
2011 2023
2012 2024
2013 2025
2014 2026
Exhibit B
Page 2
2015 2027
2016 2028
INTEREST: The Bonds shall bear interest, calculated on a 30/360 day basis, at a rate or
rates to be fixed upon the sale thereof but such that the overall true interest cost shall not exceed
8%per annum,payable initially on February 1, 2005, and semiannually thereafter on August 1
and February 1.
PAYMENT: Principal of the Bonds will be payable upon surrender at BNY Western Trust
Company, San Francisco, California (the "Registrar and Paying Agent"). Interest on the Bonds
will be payable by check mailed by first class mail to the owner at the address listed on the
registration books maintained by the Paying Agent for such purpose.
REGISTRATION: The Bonds will be issued as fully registered Bonds as to both principal
and interest. The Bonds will be issued in the book-entry system of The Depository Trust
Company of New York ("DTC-"), and the ownership of the Bonds will be registered to the
nominee of DTC.
OPTIONAL REDEMPTION: The Bonds maturing on or before August 1,2013,are not
subject to redemption prior to their respective stated maturities. The Bonds maturing on or
after August 1,2014,are subject to redemption prior to maturity,at the option of the District,
from any available source of funds,in whole or in part,on August 1,2013,and on any date
thereafter,at a redemption price equal to the principal amount thereof,together with accrued
interest thereon to the date fixed for redemption,without premium.
SINKING FUND REDEMPTION:Any bidder may, at its option, specify that one or more
maturities of the Bonds maturing on or after August 1, 2014 will consist of term Bonds which
are subject to mandatory sinking fund redemption in consecutive years immediately preceding
the maturity thereof, as designated in the bid of such bidder. In the event that the bid of the
successful bidder specifies that any maturity of Bonds will be term Bonds,such term Bonds will
be subject to mandatory sinking fund redemption on August 1 in each year so designated in the
bid, in the respective amounts for such years as set forth above under the heading
"MATURITIES", at a redemption price equal to the principal amount thereof to be redeemed
together with accrued interest thereon to the redemption date,without premium.
SECURITY: The Bonds are general obligations of the Brentwood Union School District.
The Board of Supervisors of the County of Contra Costa has the power and is obligated to levy
ad valorem taxes for the payment of the Bonds and the interest thereon without limitation as to
rate or amount upon all property within the District subject to taxation (except for certain
classes of personal property).
TERMS OF SALE
ADJUSTMENT OF MATURITIES: The amounts set forth above for the Series A Bonds
may be adjusted either upward or downward,in an amount not expected to exceed 10%of such
principal amount, after award of the Bonds has been made to the successful bidder. The
successful bidder will be notified of the actual principal amount for each maturity of Series A
Bonds within 6 hours after the expiration of the time prescribed for the receipt of proposals.
Any increase or decrease will be in $5,000 increments of principal amount. In the event of any
such adjustment, no rebiddingor recalculation of the bids submitted will be required or
permitted and no successful bid may be withdrawn. The successful bidder will not be
permitted to change the interest rates in its bid.
Exhibit B
Page 3
INTEREST RATE: No single rate of interest may be bid which exceeds 8% per annum.
Each rate bid must be a multiple of one-twentieth of one percent (1/20%) or one-eighth of one
percent (1/8%). No Bond shall bear more than one interest rate, and all Bonds of the same
.d-O -6 *
maturity shall bear the same rate. Each Bond must bear interest at the rate specified m the bid
from its date to its fixed maturity date. The interest rates on Series A Bonds maturing after
August 1,2013 must be in ascending order.
PAYMENT OF COSTS OF ISSUANCE: In addition to any premium for a policy of
municipal bond insurance, the successful bidder will be required to deposit $100,000 to cover
costs of issuance of the Bonds as described below from gross underwriter's compensation at the
time of delivery of the Bonds.
The successful bidder agrees, by submitting a bid for the Bonds, to wire $100,000 at
closing to BN`Y Western Trust Company,San Francisco,who •will deposit the funds in a special
account on behalf of the successful bidder and apply such funds only to pay legally authorized
costs of issuance of the Bonds pursuant to a written order of the District accompanied by
approved invoices.
AWARD;FORM OF BID: All bids must be for not less than all of the Bonds hereby
offered for sale. Each bid shall state that the bidder offers par and accrued interest to the date of
delivery, the premium, if any, and the rate or rates not to exceed those specified herein, at
which the bidder offers to buy said Bonds. The purchase price of the Bonds must be paid in
funds which are immediately available to the County Treasurer-Tax Collector (the"Treasurer").
Each bidder shall state in his bid the percentage true interest cost, which shall be considered
informative only and not a part of the bid. Each bid, together with the Good Faith Deposit
described below,must be delivered electronically.
ELECTRONIC BIDS: Solely as an accommodation to bidders, the District will accept
bids in electronic form solely from Dalcomp, a division of Thomson Financial Municipals
Group, Inc., through its BIDCOMP Competitive Bidding System and Parity Electronic Bid
Submission System ("Dalcomp/Parity"). For information about Dalcomp/Parity,bidders may
contact Dalcomp/Parity at 395 Hudson Street,New York,New York 10014,telephone (212) 806-
8304. If any provision of this Notice of Sale conflicts with information provided by
Dalcomp/Parity, this Notice of Sale shall control. Each bidder submitting an electronic bid
understands and agrees by doing so that it is solely responsible for all arrangements with
Dalcomp/Parity, that neither the District nor the Board endorses or encourages the use of
Dalcomp/Parity, and that Dalcomp, Parity is not acting as an agent of either the District or the
Board. Instructions for submitting electronic bids must be obtained from Dakomp/Parity,and
neither the District nor the Board assumes any responsibility for ensuring or verifying bidder
compliance with Dalcomp/Parity's procedures. Dalcomp/Parity has advised the District that
bidders must subscribe to Dalcomp/Parity if such bidders intend to use Dalcomp/Parity to
submit bids. The District and the Board shall be entitled to assume that any bid received via
Dalcomp/Parity has been made by a duly authorized agent of the bidder.
THE DISTRICT, THE BOARD, THE DISTRICT'S FINANCIAL ADVISOR AND BOND
COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID
SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED,
RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL
TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE DISTRICT AT THE PLACE OF
BID OPENING, AND THE DISTRICT SHALL NOT BE REQUIRED TO ACCEPT THE TIME
KEPT BY DALCOMP/PARITY AS THE OFFICIAL TIME. THE DISTRICT ASSUMES NO
RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR
RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED.
Exhibit B
Page 4
BEST BIDDER The he Bonds will be awarded to the responsible bidder or bidders offering
to purchase the Bonds at the lowest true interest cost to the District. The true interest cost of
each bid will be determined on the basis of the present value of the aggregate future semiannual
payments resulting from the interest rates speci "ed by the bidder. The present value will be
calculated to the dated date of the Bonds (February 1, 2004) and will be discounted to the
proposed bid amount (par value plus any premium), excluding the accrued interest from the
dated date to the date of delivery of the Bonds. For the purpose of making such determination,
it shall be assumed that any Band designated as term bonds by the bidder shall be deemed to be
payable on the dates and in the amounts as shown under the section entitled "MATURITIES"
herein. Each bidder is requested, but not required, to state in his bid the percentage true
interest cost to the District, which shall be considered as informative only and shall not be
binding on either the bidder or the District. The determination of the best bid by the District's
financial advisor shall be binding and conclusive on all bidders. The purchaser must Pay
accrued interest from the date of the Bonds to the date of delivery computed on a thirty(30) day
month,360-day year basis.
RIGHT OF REJECTION: The District reserves the right, in its discretion, through its
designated representative, to reject any and all bids and to the extent not prohibited by law to
waive any irregularity or informality in any bid. Timeliness of the bids will be of the essence.
PROMPT A WARD: The Board of Supervisors has authorized the award of the sale of the
Bonds or the rejection of all bids to be made by the Treasurer of the County of Contra Costa in
conjunction with the Superintendent of the District,not later than twenty-six (26)hours after the
expiration of the time herein prescribed for the receipt of proposals; provided, that the award
may be made after the expiration of the specified time if the bidder shall not have given to said
Board notice in writing of the withdrawal of such proposal.
PLACE OF DELIVERY; CANCELLATION FOR LATE DELIVERY: It is expected that said
Bonds will be delivered to DTC for the account of the successful bidder on February 10, 2004.
The successful bidder shall have the right,at his option,to cancel the contract of purchase if the
Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof, and
in such event the successful bidder shall be entitled to the return of the deposit accompanying
his bid.
BID CHECK: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's
check or a Financial Surety Bond M* the amount of $50,000 payable to the order of the Contra
Costa County Treasurer/Tax Collector, is required for each bid to be considered. If a check is
used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an
insurance company licensed to issue such a bond in the State of California,and such bond must
be submitted to the County prior to the opening of the bids. The Financial Surety Bond must
identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds
are awarded to a bidder utilizing a Financial Surety Bond, then such bidder must submit its
Deposit to the District in the form of a cashier's check (or wire transfer such amount as
instructed by the District or such financial advisor) not later than 12:30 p.m. California time on
the next business day following the award. If such Deposit is not received by that time, the
Financial Surety Bond may be drawn by the District to satisfy the Deposit requirement. The
amount of the Deposit will be applied as a credit towards the payment of the purchase price by
the successful bidder. If after the award of the Bonds, the successful bidder fails to complete its
purchase on the terms stated in its proposal, the full amount of the good faith deposit will be
retained by the District.
CHANGE IN TAX EXEMPT STATUS: At any time before the Bonds are tendered for
delivery, the successful bidder may disaffirm and withdraw his proposal if the interest received
Exhibit B
Page 5
by private holders from Bonds of the same type and character shall be declared to be taxable
income under present federal income tax laws, either by a ruling of the Internal Revenue
Service or by a decision of any federal court, or shall be declared taxable, or be required to be
taken into account in computing federal income taxes (except alternative minimum taxes and
environmental taxes payable by corporations) by any federal income tax law enacted
subsequent to the date of this notice.
QUALIFICATION FOR INSURANCE: If the Bonds qualify for issuance of any policy of
municipal bond insurance or commitment therefor at the option of the bidder, any purchase of
such insurance or commitment therefor shall be at the sole option and.expense of the bidder
and any increased costs shall be paid by such bidder. The fees of Standard & Poor's [and
Moody's Investors Service] shall be paid by the District. Any failure of the Bonds to be so
insured or of any such policy of insurance to be issued shall not in any way relieve the
purchaser of his contractual obligations arising from the acceptance of his proposal to purchase
the Bonds.
CLOSING PAPERS; BOND PRINTING: Each proposal will be understood to be
conditioned upon the District furnishing to the purchaser, without charge, concurrently with
payment for and delivery of the Bonds, the following closing papers, each dated the date of
delivery:
(a) The opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, approving the validity of the Bonds and
stating that, under existing law, interest on the Bonds is excluded from gross
income for federal income tax purposes and is not an item of preference for
purposes of the federal alternative minimum tax imposed on individuals and
corporations;however,noting that with respect to corporations, such interest
is taken into account in determining certain income and earnings for the
purpose of computing the alternative minimum tax imposed on such
corporations,and that such interest is also exempt from personal income taxes
of the State of California under present state income tax laws. Other federal
tax consequences to holders of the Bonds, if any, are not addressed in the
opinion. A copy of the opinion of Bond Counsel, certified by facsimile
signature of an official of the County, will be printed on the back of each
Bond. No charge will be made to the purchaser for such printing or
certification.
(b) A certificate of the District certifying that on the basis of the facts,
estimates and circumstances in existence on the date of issue, it is not
expected.that the proceeds of the Bonds will be used in a manner that would
cause the Bonds to be arbitrage bonds;
(c) The receipt of the Treasurer evidencing the
receipt of the purchase
price of the Bonds,including interest accrued to the date of delivery thereof;
(d) A certificate of the District, certifying that there is no known
litigation threatened or pending affecting the validity of the Bonds;
(e) A certificate of the District, signed by an officer of the District,
acting in his official capacity, to the effect that at the time of the sale of the
Bonds,and at all times subsequent thereto up to and including the time of the
delivery of the Bonds, the Official Statement relating to the Bonds did not
contain any untrue statement of a material fact or omit to state a material fact
Exhibit B
Page 6
necessary to make the statements therein,in light of the circumstances under
which they were made,not misleading;and
(f) The Continuing Disclosure Certificate, signed by an officer of the
District, in substantially the form attached to the Official Statement as an
appendix.
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds,
but neither the failure to print such numbers on any Bond nor error with respect thereto shall
constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay
for the Bonds in accordance with the terms of the purchase contract. All expenses of printing
CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said
numbers shall be paid by the successful bidder.
CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a
....6
condition to the issuance of the Bonds, to deliver to the District a certificate, in form and
substance satisfactory to Bond Counsel,stating (i) that, as of the date of award, the Bonds were
expected to be reoffered in a bona fide public offering, (ii) the initial offering price at which a
substantial amount(at least 10%) of each maturity of the Bonds were sold to the public,and (iii)
that no Bonds of a single maturity were offered at one price to the general public and at a
discount from that price to institutional or other investors.
CALIFORNIA DEBT ADVISORY COMMISSION: The successful bidder will be required,
pursuant to State law,to pay any fees to the California Debt Advisory Commission when due.
DTC FEES: All fees due DTC with respect to these Bonds shall be paid by the successful
bidder or bidders.
OFFICIAL STATEMENT:T.- The District has caused to be prepared a Preliminary Official
Statement describing the Bonds in a form deemed final by the District within the meaning of
Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended,except for certain information which is permitted under said Rule 15c2-12 to
be omitted from the Preliminary Official Statement. A copy of the Preliminary Official
Statement will be furnished upon request to Kelling, Northcross & Nobriga, 1333 Broadway,
Suite 1000,Oakland,California 94612 (telephone (510)839-8200). The District will furnish to the
successful bidder within seven business days following the date of award, at no charge, not in
excess of two hundred (200) copies of the Official Statement for use in connection with any
resale of the Bonds.
CONTINUING DISCLOSURE: In order to assist bidders in complying with S.E.C. Rule
15c2-12(b)(5), the District will undertake, pursuant to the Resolution and a Continuing
Disclosure Certificate, to provide certain annual financial information and notices of the
occurrence of certain events,, if material. A description of this undertaking is set forth in the
Preliminary Official Statement and will also be set forth in the Final Official Statement.
Dated: January 16,2004
Exhibit B
Page 7
BID FOR THE PURCHASE OF
$12,000,000
BRENTWOOD UNION SCHOOL DISTRICT
(County of Contra Costa,California)
GENERAL OBLIGATION BONDS
ELECTION OF 2003,SERIES A
Board of Trustees
Brentwood Union School District
c/Kelling Northcross&Nobriga
1333 Broadway,Suite 1000
Oakland,California 94612
Gentlemen:
We offer to purchase BRENTWOOD UNION SCHOOL DISTRICT (COUNTY OF CONTRA COSTA, CALIFORNIA)
GENERAL OBLIGATION BONDS,ELECTION OF 2003,SERIES A in the amount of$12,000,000,in the denominations of$5,000 or
any integral multiple thereof,and maturing and bearing interest as follows:
Maturity Principal Serial Sinking Fund Interest
(Aug.1 Amount Maturi Redemvtion Rate
check one)
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
We will pay therefor the principal amount thereof,plus a
premium of$ ,plus interest accrued on the Bonds from February 1,2004 to the date of delivery(February 10,
2004).. The purchase price will be paid in funds which are immediately available to the County.
This proposal is made subject to all the terms and conditions of the Official Notice of Sale for said Bonds dated January 16,
2004,all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal.
This proposal is subject to acceptance by the Treasurer of the County of Contra Costa in conjunction with the Superintendent
of the District, within twenty-four(24)hours after expiration of the time for the receipt of proposals,as specified in said Official
Notice of Sale.
There is enclosed herewith either a certified or cashier's check for$50,000 payable to the order of the Treasurer of the County
of Contra Costa,or a Financial Surety Bond in such amount as is required under said Official Notice of Sale.
We hereby request that printed copies of the Official Statement(not to exceed 200 copies)pertaining to the Bonds
be furnished to us in accordance with the terms of said Notice of Sale.
Exhibit B
Page 8
The following information is included as provided in the Official Notice of Sale,but does not constitute any part of this bid:
Gross Interest Cost $
Less Premium $
Percentage True Interest Cost %
Authorized Signatures):
Name of Firm:
By:
Telephone Number:
Fax Number:
Address:
Name,telephone number and address of Bidder's representative to be contacted regarding closing procedures:
Name:
Telephone Number:
Fax Number:
Address:
Dated: January 27,2004
Exhibit B
Page 9
NOTICE INVITING BIDS
for
NOT TO EXCEED
$12,-000,000 Principal Amount
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 2003, SERIES A
NOTICE IS HEREBY GIVEN, pursuant to Education Code Section 15146, that the Board
of Supervisors of Contra Costa County, State of California, invites bids on not to exceed
$12,000,000 principal amount of Brentwood Union School District (Contra Costa County'.
California), �
a ornia),General Obligation Bonds,Election of 2003,Series A. Bids will be received on
TUESDAY,JANUARY 27,2004
and (without further advertising) so long as a proposal has not been theretofore accepted or
notice to the contrary is given, as noticed in the Munifacts News Service at least twenty-four
ty
(24) hours before the time for receipt of bids, at Kelling, Northcross & Nobrig a at 1333
Broadway, Suite 1000, Oakland, California, 94612, (510) 839-8200 and the sale will be awarded
by the Treasurer of Contra Costa County pursuant to the order of the Board of Supervisors of
Contra Costa County within twenty-six (26) hours after the time prescribed for receipt of bids.
Further information, including copies of the preliminary Official Statement, Official Notice of
Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobrig a, at 1333
Broadway,Suite 1000,Oakland,California,94612, (510)839-8200.
Dated as of January 9,2004.
[TO BE PUBLISHED TWICE IN THE LEDGER DISPATCH AND BRENTWOOD NEWS
NO LATER THAN January 9, 2004 AND January 16, 2004 - PUBLICATION TO BE
ARRANGED BY JONES HALL,BOND COUNSEL]
Exhibit B
Page 10
NOTICE OF INTENTION TO SELL BONDS
NOT TO EXCEED
$12,000,000 Principal Amount
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 2003, SERIES A
NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692,
that the Board of Supervisors of Contra Costa County, State of California,intends to sell not to
exceed$12,000,000 principal amount of Brentwood Union School District(Contra Costa County,
California), General Obligation Bonds, Election of 2003, Series A, at public sale. Bids will be
received on
TUESDAY,JANUARY 27,2004
and (without further advertising) so long as a proposal has not been theretofore
accepted or notice to the contrary is given, as noticed in the Munifacts News Service at least
twenty-four (24) hours before the time for receipt of bids, at Kelling, Northcross &Nobriga, at
1333 Broadway, Suite 1000, Oakland, California, 94612, (510) 839-8200, and the-sale will be
awarded by the Treasurer of Contra Costa County pursuant to the order of the Board of
Supervisors of Contra Costa County within twenty-six (26) hours after the time prescribed for
receipt of bids. Further information, including copies of the preliminary Official Statement,
Official Notice of Sale and form of Bid Proposal, may be obtained from Ke g, Northcross &
Nobriga,at 1333 Broadway,Suite 1000,Oakland,California,94612, (510)839-8200.
Dated as of January 9,2004.
[TO BE PUBLISHED IN THE BOND BUYER NO LATER THAN January 9, 2004 -
PUBLICATION TO BE ARRANGED BY JONES HALL,BOND COUNSEL]
Exhibit B
Page 11