HomeMy WebLinkAboutMINUTES - 02102004 - C58 i
RESOLUTION NO. 2004-01
LIBERTY UNION HIGH SCHOOL DISTRICT
RESOLUTION OF THE BOARD OF TRUSTEES OF THE LIBERTY UNION HIGH
SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, REQUESTING THE BOARD
OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL
GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED$17,642,342.20
WHEREAS, an election was duly and regularly held in the Liberty Union High School
District (the "District") on March 6, 2001 for the purpose of submitting to the qualified electors
of the District the question whether general obligation bonds should be issued in the aggregate
principal amount of$40,040,000 (the 'Bonds"), at which more than two-thirds of the votes cast
were in favor of the issuance of the Bonds;and
WHEREAS, the District issued the first and second series of the Bonds on May 28,2002
in the aggregate principal amount of$22,357,657.80;and
WHEREAS, the Board of Trustees of the District wishes at this time to institute
proceedings for the issuance and sale of the third and fourth series of the Bonds in the
aggregate principal amount of not to exceed$17,642,342.20;and
WHEREAS, Section 15140 of the Education Code of the State of California (the "Act")
requires that general obligation bonds of the District shall be offered for sale by the Board of
Supervisors of the County of Contra Costa, as soon as possible following receipt of a resolution
adopted by the Board of Trustees of the District;and
NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board
of Trustees of the Liberty Union High School District,as follows:
Section 1. Request. The Board of Trustees of the Liberty Union High Schaal District
hereby requests the Board of Supervisors of the County of Contra Costa to issue the third and
fourth series of the Bands, to be designated the "Liberty Union High School District (Contra
Costa County,California) General Obligation Bonds,Election of 2001,Series C (Current Interest
Bonds) (the "Series C Bonds") and "Liberty Union High School District (Contra Costa County,
California) General Obligation Bonds, Election of 2001, Series D (Capital Appreciation Bands)
(the "Series D Bonds"),for the purpose of raising money for the acquisition and construction of
school facilities, as set forth in the proposition authorizing the issuance of the Bonds;provided,
that the aggregate principal amount of the Series C Bonds and the Series D Bonds (together, the
"Bonds") shall not exceed $17,642,342.20. The Board hereby finds and determines 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 Bonds, is
within all limits prescribed by law.
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Section 2. Ap
proval of Board of Supervisors' Resolution. The resolution entitled, "A
pervisors
Resolution of the Board of Supervisors of the County of Contra Costa Authorizing the Issuance
and Sale of Liberty Union High School District (Contra Costa County, California) General
Obligation Bonds,Election of 2001,Series C and Series D,in the Aggregate Principal Amount of
Not to exceed $17,642,342.20, to Finance the Acquisition and Improvement of Real Property"
(the "Bond Resolution") in substantially the form presented to the Board of Trustees at this
meeting, together with any additions to or changes therein deemed necessary or advisable by
the Board of Supervisors and the District Representative (as defined herein), is hereby
approved. The provisions of the Bond Resolution relating to payment of principal of and
interest on the Bonds are set forth in the Bond Resolution solely at the request of the District for
the convenience of the District in the administration of its Bonds, and root to create any
responsibilities for the Board of Supervisors of the County beyond the express statutory
requirements contained in Sections 13140, 15146 and 15250 of the Act. The District agrees to
carry out and perform all of its obligations under the Bond Resolution.
Section 3. Interest. Interest on the Series C Bonds shall bear interest at a rate of not to
exceed eight percent(8%) per annurn,which interest shall be payable on the Series C Bonds on
each February 1 and August 1, commencing February 1, 2005. The Series D Bonds shall accrete
interest at the rate of not to exceed eight percent (8%) per annum, which interest shall be
payable on the Series D Bonds at maturity.
Section 4. Dates;Maturities. The Series C Bonds shall be dated March 1,2004,and shall
mature in each of the years 2005 through 2028,or as otherwise specified in the Notice of Sale for
the Series C Bonds. The Series D Bonds shall be dated the date of the delivery to the original
purchaser thereof and mature on August 1 in each of the years 2005 through 2028, or as
otherwise specified in the Official Notice of Sale for the Series D Bonds.
Section 5. Sale of the Bonds. (i) The Bonds shall be offered for sale and sold in
accordance with the provisions of the Official Notices of Sale, in substantially the forms on file
with the Superintendent. The Board hereby approves the form of such Official Notices of Sale.
The Superintendent and the Business Manager (each, a "District Representative") are hereby
individually authorized to approve any changes to the Official Notices of Sale which are
recommended by Kelling,Northcross and Nobriga,the District's Financial Advisor.
The Bonds shall be sold by competitive bid on February 17,2004. If no sale is awarded
on that date, then the Bonds shall be offered for sale thereafter in accordance with the Official
Notices of Sale,until such sale is awarded,or notice to the contrary is given.
The District expressly authorizes Zions First National Bank (parent company of the
Financial Advisor) 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.
(ii) The District will determine the aggregate principal amount and the individual
maturity amounts of the Series C Bonds and the Series D Bonds, as well as the years in which
the Series C Bonds and the Series D Bonds mature, based upon information supplied by the
Auditor-Controller and the Treasurer-Tax Collector of the County of Contra Costa and
consultations with the Financial Advisor,and has requested the County Board of Supervisors to
issue the Bonds in accordance with the terms of the Bond Resolution.
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Section 6. Tax Covenants. The following shall apply to the Bonds under the Internal
Revenue Code of 1986 and regulations and public guidance published thereunder (the "Tax
Code"):
(a) Private Activity Bond Limitation. The District shall assure that the proceeds
of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of
section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the
Tax Code.
(b) Federal Guarantee Prohibition. The District shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause any of
the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax
Code.
(c) Rebate Ugirement.The District shall take any and all actions necessary to
assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is
applicable to the Bonds.
(d) No Arbitrage. The District shall not take, or permit or suffer to be taken by
the County of Contra Costa, the Paying Agent or otherwise, any action with respect to
the proceeds of the Bonds which, if such action had been reasonably expected to have
been taken, or had been deliberately and intentionally taken, on the date of issuance of
the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Tax Code.
(e) Maintenance of Tax-Exem;2tion. The District shall take all actions necessary
to assure the exclusion of interest on the Bonds from the gross income of the Owners of
the Bonds to the same extent as such interest is permitted to be excluded from gross
income under the Tax Code as in effect on the date of issuance of the Bonds.
Section 7. Preparation of Official Statement. The Board of Trustees of the District
hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the
Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds in
substantially the form submitted by the Financial Advisor, and on file with the District
Representative. The District Representative is hereby authorized to execute an appropriate
certificate stating the Board of Trustees' determination that the Preliminary Official Statement
has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary
Official Statement in connection with the sale of the Bonds is hereby approved. The District
Representative is hereby authorized and directed to approve any changes in or additions to a
final form of the Official Statement, and the execution thereof by the District Representative
shall be conclusive evidence of the approval of any such changes and additions. The Board of
Trustees of the District hereby authorizes the distribution of the final Official Statement by the
Underwriter. The final Official Statement shall be executed in the name and on behalf of the
District by the District Representative.
The District Representative, in consultation with the Financial Advisor, is authorized
and directed to execute the Official Statement and a statement that the facts contained in the
Official Statement, and any supplemental or amendment thereto (which shall be deemed an
original part thereof for the purpose of such statement) were, at the time of sale of the Bonds,
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true and correct in all material respects and that the Official Statement did not, on the date of
sale of the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue
statement of a material fact with respect to the District or omit to state material facts with
respect to the District required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was made. The District
Representative shall take such further actions prior to the signing of the Official Statement as
are deemed necessary and appropriate to verify the accuracy thereof.
Section 8. Continuing Disclosure. The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
"Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate
executed by the District and dated the date of issuance and delivery of the Bonds, as originally
executed and as it may be amended from time to time in accordance with the terms thereof.
Section 9. Official Actions. The District Representatives and any and all other officers
of the District are each authorized and directed, for and in the name and on behalf of the
District, to do any and all things and take any and all actions,including execution and delivery
of any and all certificates, requisitions, notices, consents and other documents, which they, or
any of them, may deem necessary or advisable in order to consummate the lawful sale and
issuance of the Bonds. The Clerk of this Board of Trustees is hereby authorized and directed to
cause a copy of this resolution, duly certified as to adoption, with the Clerk of the Board of
Supervisors of the County of Contra Costa immediately upon the adoption hereof.
Section 10. Appointment of Pang Agent.
(a) BNY Western Trust Company,at its office in San Francisco, California,is
hereby appointed Paying Agent for the Bonds. The Paying Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this Resolution
and the Bond Resolution, and, even during the continuance of an event of default, no
implied covenants or obligations shall be read into this Resolution and the Bond
Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of
the duties and obligations imposed upon it by this Resolution and the Bond Resolution
by executing and delivering to the District a certificate or other agreement to that effect.
The District may remove the Paying Agent initially appointed, and any
successor thereto, and may appoint a successor or successors thereto, but any such
successor shall be a bank or trust company doing business in the State of California,
having a combined capital (exclusive of borrowed capital) and surplus of at least fifty
million dollars ($50,000,000), and subject to supervision or examination by federal or
state authority. If such bank or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising or examining
authority above referred to, then for the purposes of this Section 11 the combined capital
and surplus of such bank or trust company shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The Paying Agent may at any time resign by giving written notice to the District
and the Bondowners of such resignation. Upon receiving notice of such resignation, the
District shall promptly appoint a successor Paying Agent by an instrument in writing.
Any resignation or removal of the Paying Agent and appointment of a successor Paying
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Agent shall become effective upon acceptance of appointment by the successor Paying
Agent.
(b) Paying Agent May Hold-Bonds. The Paying Agent may become the owner
of any of the Bonds in its own or any other capacity with the same rights it would have
if it were not Paying Agent.
(c) Liability of Agents. The recitals of facts, covenants and agreements herein
and in the Bonds contained shall be taken as statements, covenants and agreements of
the District, and the Paying Agent assumes no responsibility for the correctness of the
same,nor makes any representations as to the validity or sufficiency of this Resolution,
the Bond Resolution or of the Bonds, nor shall incur any responsibility in respect
thereof, other than as set forth in this Resolution and the Bond Resolution. The Paying
Agent shall not be liable in connection with the performance of its duties hereunder,
except for its own negligence or willful default.
In the absence of bad faith, the Paying Agent may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Paying Agent and conforming to the
requirements of this Resolution and the Bond Resolution; but in the case of any such
certificates or opinions by which any provision hereof are specifically required to be
furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the
same to determine whether or not they conform to the requirements of the Bond
Resolution.
The Paying Agent shall not be liable for any error of judgment made in good
faith by a responsible officer unless it shall be proved that the Paying Agent was
negligent in ascertaining the pertinent facts.
No provision of this Resolution or the Bond Resolution shall require the Paying
Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it.
The Paying Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Paying
Agent shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.
(d) Notice to Agents. The Paying Agent may rely and shall be protected in
acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or proper parties.
The Paying Agent may consult with counsel,who may be of counsel to the District,with
regard to legal questions, and the opinion of such counsel shall be-full and complete
authorization and protection in respect of any action taken or suffered by it hereunder
in good faith and in accordance therewith.
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Whenever in the administration of its duties under this Resolution or the Bond
Resolution the Paying Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Paying Agent, be deemed to be conclusively
proved and established by a certificate of the District, and such certificate shall be full
warrant to the Paying Agent for any action taken or suffered under the provisions of
this Resolution or the Bond Resolution upon the faith thereof, but in its discretion the
Paying Agent may, in lieu thereof, accept other evidence of such matter or may require
such additional evidence as to it may seem reasonable.
(e) Compensation, Indemnification. The District shall pay to the Paying Agent
from time to time reasonable compensation for all services rendered under this
Resolution and the Bond Resolution, and also all reasonable expenses, charges, counsel
fees and other disbursements,including those of their attorneys, agents and employees,
incurred in and about the performance of their powers and duties under this Resolution
and the Bond Resolution. A District Representative is hereby authorized to execute an
agreement or agreements with the Paying Agent in connection with such fees and
expenses. The District further agrees to indemnify and save the Paying Agent harmless
against any liabilities which it may incur in the exercise and performance of its powers
and duties hereunder which are not due to its negligence or bad faith.
Section 11. Effect. This Resolution shall amend and restate in whole the Original
District Resolution,and shall take effect immediately.
The foregoing resolution was introduced by Bard M b CW who
Ft
moved its adoption,seconded by Board Member:Milt ,,,,,,e,m and adopted
on January 21,2004,by the following roll call vote:
Member Je&'r1-1"
Member
0-
Member
Member
U
Member 21,'4 U-
1 77 -
WHEREUPON, the President declared the above resolution adopted and
ORDFrC, ,
4�ident,Board oTrruste s
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A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA AUTHORIZING THE ISSUANCE AND SALE OF LIBERTY UNION HIGH
SCHOOL DISTRICT(CONTRA COSTA COUNTY,CALIFORNIA),GENERAL
OBLIGATION BONDS,ELECTION OF 2001,SERIES C AND SERIES D,IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$17,642,342.20,TO
FINANCE THE ACQUISITION AND IMPROVEMENT OF REAL PROPERTY
Adopted February 10, 2004
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TABLE OF CONTENTS
PP
ARTICLE I
DEFINITIONS;AUTHORITY
Section1.01. Definitions..........................................................................................................2
Section 1.02. Authority for this Resolution............................................ ...5
ARTICLE II
THE BONDS
Section 2.01. Authorization......................................................................................................6
Section 2.02. Terms of Bonds.....................................................................................................6
Section2.03. Redemption.........................................................................................................7
Section 2.04. Book-Entry System..............................................................................................S
Section 2.05. Form of Bonds..................................................................................................... 10
Section 2.06. Execution of Bonds........................................................................ ..................... 10
Section 2.07. Transfer of Bonds................................................................................................10
Section 2.08. Exchange of Bonds.................................................................. .................... ...... 10
Section2.09. Bond Register.............................................................................................I ......10
Section 2.10. Temporary Bonds......................................................................... ..................... 11
Section 2.11. Bonds Mutilated,Lost,Destroyed or Stolen......................................................... 11
ARTICLE III
ISSUE OF BONDS; APPLICATION OF BOND PROCEEDS;
SECURITY FOR THE BONDS
Section 3.01. Issuance and Delivery of Bonds........................................................................... 12
Section 3.02. Application of Proceeds of Sale of Bonds.............................................................12
Section 3.03. Security for the Bonds........................................................................................ 12
ARTICLE IV
SALE OF THE BONDS; DEBT SERVICE FUND; OFFICIAL
STATEMENT
Section 4.01. Sale of the Bonds...............................................................................................13
Section 4.02. Debt Service Fund.............................................................................................. 13
Section 4.03. Deposit and Investment of Proceeds......................................... ........................... 13
Section 4.04. Disbursements From Debt Service Fund................................................................14
Section 4.05. Official Action..................................................................................................14
Section 4.06. No Approval of District's Finance Team,Structure of District's Financing, or
OfficialStatement.............................................................................................14
Section 4.07. No Liability of the County....................................................... ......................14
Section 4.08. Limited Duties of County;Indemnification.......................................................... 14
ARTICLE V
COVENANTS OF THE BOARD
Section 5.01. Punctual Payment............................................................................................... 16
Section 5.02. Extension of Time for Payment...................................................... .....................16
ARTICLE VI
THE PAYING AGENT
Section 6.01. Appointment of Paying Agent............................................................................. 17
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events of Default............................................................................................... 18
Section 7.02. Application of Funds Upon Default......................................... ..... ..................... 18
Section 7.03. Remedies of Bondowners......................................................... ........................... 19
Section7.04. Non-Waiver................................................................................ ..................... 19
Section 7.05. Remedies Not Exclusive............................................................... .....................19
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners....................20
Section 8.02. Supplemental Resolutions Effective With Consent to the Owners........................20
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to Parties............................................................21
Section9.02. Defeasance.................................................................................. .....................21
Section 9.03. Execution of Documents and Proof of Ownership by Bondowners...........................22
Section 9.04. Waiver of Personal Liability....................................................... .......... .....23
Section 9.05. Destruction of Canceled Bonds.............................................................................233
Section 9.06. Partial Invalidity.............................................................................................23
Section 9.07. Effective Date of Resolution...............................................................................23
EXHIBIT A FORM OF SERIES C -CURRENT INTEREST BOND
EXHIBIT B FORM OF SERIES D-CAPITAL APPRECIATION BOND
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RESOLUTION NO2 78
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA AUTHORIZING THE ISSUANCE AND SALE OF LIBERTYUNION HIGH
SCHOOL DISTRICT(CONTRA COSTA COUNTY,CALIFORNIA),GENERAL
OBLIGATION BONDS,ELECTION OF 2001,SERIES C AND SERIES D,IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$17,642,342.20 TO
FINANCE THE ACQUISITION AND►IMPROVEMENT OF REAL PROPERTY
ACQUISITIONS AND RVIPROVEMENTS
RESOLVED, by the Board of Supervisors of Contra Costa County (the "Board"), as
follows:
WHEREAS, an election was duly and regularly held in the Liberty Union High School
District (the "District") on March 6, 2001 for the purpose of subn-dtting to the qualified electors
of the District the question whether general obligation bonds should be issued in the aggregate
principal amount of not to exceed $40,000,000, at which more than two-thirds of the votes cast
were in favor of the issuance of said bonds (the "Bonds"); and
WHEREAS,the District issued the first and second series of the Bonds on May 28, 2002
in the aggregate principal amount of$22,357,657.80;and
WHEREAS, Section 15140 of the Education Code of the State of California (the "Act")
requires that general obligation bonds of the District shall be offered for sale by the Board of
Supervisors of Contra Costa County, the County Superintendent of which has jurisdiction over
the District, 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 third and fourth series
of Bonds (the "Series C Bonds" and the "Series D Bonds") in the aggregate principal amount of
not to exceed $17,642,342.20; 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 C
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 $17,642,342.20, 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.
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ARTICLE I
DEFINMONS,AUTHORITY
Section 1.01.Definitions.The terms defined in this Section 1.81,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 Act as in effect on the date of adoption hereof(commencing with Section 15140).
"Accreted Interest" means, for the Series D Bonds, the difference between the
Denominational Amount and the Compound Accreted Value of any of the Series D Bunds as of
the date of calculation.
"Articles," "Sections" and other subdivisions are 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.
"Authorized Investments" means any investments permitted by law to be made with
moneys belonging to, or in the custody of, the District, including,but not fin-titedto, the Local
Agency Investment Fund in the California State Treasury and in investment agreements,
including guaranteed investment contracts,with a financial entity whose long-term'debt is rated
by Moody"s Investors Service and Standard&Poor's Ratings Group no lower than the rating on
the Bonds, and whose short-term debt is rated no lower than the corresponding level of rating
category for such debt. Any such investment agreement shall provide that the financial entity
shall deposit collateral with a third party in accordance with criteria established by Moody's
Investors Service and Standard & Poor's Rating Group in the event that the rating of short- or
long-term debt of the financial entity is downgraded below then-current requirements of
Moody's Investors Service and Standard & Poor's Rating Group for such investment
agreements.
"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, collectively, the Series C Bonds and the Series D Bonds at any time
Outstanding pursuant to this Resolution.
"Closing Date" means the date upon which there is an exchange of Bonds for the
proceeds representing'the purchase price of the Bonds by the Original Purchasers.
"Compound Accreted Value" means, for the Series D Bonds, the calculated value of a
Series D Bond upon discounting its Maturity Value semi-annually at its stated yield to maturity
to the date of calculation, assuming the Compound Accreted Value increases between the
Compounding Dates,on the basis of a 360 day year of twelve 30 day months conntencing on
the date of delivery. References herein to principal of and interest on the Bonds shall also
include Compound Accreted Value,where appropriate.
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"Compounding Date" means, with respect to any Series D Bond, February 1, 2005 and
each February 1 and August 1 thereafter to and including the date of maturity of,such Series D
Bond.
„County"means the County of Contra Costa,California.
„County Treasurer"means the County Treasurer Tax-Collector of the County.
"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
such period 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.
"Denominational Amount" means, with respect to any Series DBonds, the initial
purchase price of such Series D Bond.
"Depository" 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.
"District" means the Liberty Union High School District,and any successor thereto.
„District Representative" means the Superintendent of the District, the Business
Manager of the District,and 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.
"District .Resolution" means the "RESOLUTION OF THE BOARD OF TRUSTEES OF
THE LIBERTY UNION HIGH SCHOOL DISTRICT, COUNTY OF CONTRA COSTA
REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO
ISSUE :AND SELL GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $17,642,342.20" adopted by the
District's Board of Trustees on January 21, 2004 requesting the issuance of the Bonds by the
Board.
"Federal Securities" means United States Treasury notes, bonds, bills or certificates of
indebtedness or securities for which the faith and credit of the United States are pledged for the
payment of principal and interest.
"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 Goverrunent;or Standard&Poor's Called Bund Record.
"Issuance Expenses" 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, settlement costs, printing 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
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premiums,fees for execution,transportation and safekeeping of the Bonds and charges and fees
in connection with the foregoing.
"Maturity Value" means the Compound Accreted Value of any Series D Bond on its
maturity date.
"Official Statement"means, inclusively, the preliminary 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
Series C Bonds and the Series D Bonds.
"'Outstanding," when used as of any particular time with reference to Bonds, means all
Bonds except:
(a) Bonds theretofore canceled by the Paying Agent 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" or "Bondowner" mean any person who shall be the registered owner of any
Outstanding Bond.
"Paying Agent" means BNY 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 any time be
substituted in its place,as provided in Section 10 of the District Resolution.
"Principal Office" means the principal corporate trust office of the Paying Agent in Los
Angeles,California.
"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) 2274039, (516) 227-4190;
Midwest Securities Trust Company, Capital Structure-Call Notification, 440 South La Salle
Street, Chicago, Illinois 60605, Facsimile transmission: (312) 663-2343; and Philadelphia
Depository Trust Company, Reorganization Division, 1900 Market Streetl Philadelphia,
Pennsylvania 19103, Facsimile transmission: (215) 496-5058.
"Series C Bonds" means the current interest bonds designated "Liberty Union High
School District (Contra Costa County, California), General Obligation Bonds, Election of 2001,
Series C (Current Interest Bonds)," as specified in Section 2.01.
"Series D Bonds"means the capital appreciation bonds designated "Liberty Union High
School District (Contra Costa County, California), General Obligation Bonds, Election of 2001,
Series D (Capital Appreciation Bonds)," as specified in Section 2.01.
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"Supplemental Resolution" means any resolution supplemental to or amendatory of this
Resolution,adopted by the Beard 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 temporary and final Regulations
promulgated under the Tax Code.
"Treasurer" means the Treasurer/Tax Collector of the County or 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 Bond Resolution relating to payment of
principal of and interest on the Bands are set forth in this Bond Resolution solely at the request
of the District for the convenience of the District in the administration of its 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 H
THE BONDS
Sectio 2.01. Authorizatio. The Series C Bonds and the Series D 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 of: (i) the
principal amount of the Series C Bonds; plus (ii) the Denominational Amount of the Series D
Bonds, shall not exceed$17,642,342.20.
Section 2.02.'Terms of Bonds.
(a) Form: Numbexixt . The Bonds shall be issued as fully registered Bonds,
without coupons, in the denomination of $5,000 each or any integral multiple thereof,
but in an amount not to exceed the aggregate principal amount of Bonds maturing in the
year of maturity of the Bond for which the denomination is specified. One Bond of each
Series may contain any required odd amount. Bonds shall be lettered and numbered as
the Paying Agent shall prescribe.
(b) Date of Bonds. The Series C Bonds shall be dated March 1, 2004. The
Series D Bonds shall be dated the Closing Date.
(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 following shall apply, respectively, to the Series C Bonds
and the Series D Bonds:
(i)The Series C Bonds shall be dated March 1, 2004,shall mature on each
year on August 1, commencing on August 1, 2005 through and including August
1, 2028, unless sooner redeemed in accordance herewith, or as otherwise
specified in the Notice of Sale for the Series C Bonds. The Series C Bonds shall
bear interest at such rate as shall be determined upon the sale thereof in
accordance with Section 5 of the District Resolution, payable semi-annually on
each August 1 and February 1 (the "Interest Payment Dates") commencing
February 1 2005. Each Series C Bond shall bear interest from the Interest
Payment Date next preceding the date of registration and authentication thereof
unless (i) it is registered and authenticated as of an Interest Payment Date, in
which event it shall bear interest from such date, or (ii) it is registered and
authenticated prior to an Interest Payment Date and after the close of business
on the fifteenth day of the month preceding such Interest Payment Date, in which
event it shall bear interest from such Interest Payment Date,or(iii)it is registered
and authenticated prior to February 1, 2005, in which event it shall bear interest
from the date described in paragraph(b)of this Section 2.02;provided, however,
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that if at the time of authentication of a Bond, interest is in default thereon, such
Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment thereon.
Interest on the Series C Bonds, including the final interest payment upon
maturity,is payable by check of the Paying Agent mailed on the Interest Payment Date
via first-class mail to the Owner thereof at such Owner's address as it appears on the
registration► books maintained by the Paying Agent at the close of business on the
fifteenth (15th) day of the month preceding the Interest Payment Date (the "Record
Date"), or at such other address as the Owner may have filed with the Paying Agent for
that purpose,or upon written request filed with the Paying Agent as of the Record Date
by an Owner of at least$1,000,000 in aggregate principal amount of Series C Bonds, by
wire transfer.
(ii) The Series D Bonds. The Series D Bonds shall be dated the Closing
Date,and shall accrete interest at a rate or rates not to exceed eight percent (8%)
per annum,from the Closing Date, but shall not bear interest on a current basis.
The Series D Bonds shall mature in the years and shall be issued in the aggregate
Denominational Amount set forth in the Official Statement and accrete interest
and shall have Denominational Amounts per each five thousand dollars ($5,000)
in Maturity Value as shown on the Compound Accreted Value Table attached to
the Official Statement; provided, however, that if the amount shown in that
Table differs from the amount computed by the District and approved by the
Bond Insurer using the definition of Compound Accreted Value in this
Resolution, the latter shall determine the Compound Accreted Value of such
Series D Bond. The Compound Accreted Value of the Series D Bonds which is
payable at maturity, or upon prior redemption, is payable upon surrender of
such Series D Bonds at the Principal Office of the Paying Agent. The Compound
Accreted Value of the Series D Bonds shall be payable in lawful money of the
United States,out of the Debt Service Fund maintained by the County.
The Series D Bonds shall accrete interest at such rate or rates as shall be
determined upon the sale thereof in accordance with Section 5 of the District Resolution.
The interest portion of the Maturity Value of any Series D Bond which is payable
on the date of maturity shall represent interest accrued and coming'due on such date.
The Maturity Value of any Series D Bond at maturity shall be payable, except as
provided below, by check mailed by first-class mail, in lawful money of the United
States of America upon presentation and surrender of such Bond at the Office of the
Paying Agent.
Section2.03.Redemption.(i)The Series C Bonds maturing on or before August 1, 2012,
are not subject to redemption prior to their stated maturity dates. The Series C Bonds maturing
on and after August 1, 2013 are subject to redemption prior to their respective stated maturity
dates at the option of the District, from any source of available funds, in whole or in part, on
any date on or after August 1,2012, among such maturity dates as are selected by the District,
and by lot within any one maturity if less than all of the Series C Bonds of one maturity are
redeemed,at the principal amount as of the date of redemption of the Series:C Bonds called for
redemption,without premium.
(ii) The Series D Bonds maturing on or before August 1, 2014, are not subject to
redemption prior to their stated maturity dates. The Series D Bonds maturing on and after
August 1, 2015 are subject to redemption prior to their respective stated maturity dates at the
option of the District,from any source of available funds,in whole or in part,on any date on or
7
after August 1, 2014, an-tong such maturity dates as are selected by the District, and by lot
within any one maturity if less than all: of the Series D Bonds of one maturity are redeemed, at
the following redemption price(expressed as a percentage of the CompoundAccreted Value as
of the date of redemption of the Series D Bonds called for redemption).
Redemption Date Redemption Price
August 1, 2014, and thereafter 101%
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
or Maturity Value of such Bond to be redeemed, together with interest accrued or accreted to
said date, and redemption premium,if any, and that from and after such date' interest with
respect thereto shall cease to accrue or accrete and be payable.
Notice of redemption shall be by first class mail, postage prepaid, to the Original
Purchasers 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 clays,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) Qriginal Deliver. 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 Bund 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
the Nominee,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
by the Depository of the beneficial interests in the Bonds to be redeemed in the event the
District elects to redeem the Bonds in part, (iv) the payment to any Depositary 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
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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.
The Paying Argent 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 previsions 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 Paging Agent.
(b) Relresentation 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 previsions 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
Bunds are to be issued. The Depository,by accepting delivery of the Bonds,agrees to be
bound by the provisions of this subsection (c). If, prier to the termination of the
Depository acting as such,the District fails to identify another Securities Depository to
replace the Depositary,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
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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
substantially in the forms, respectively, with necessary or appropriate variations, omissions
and insertions,as permitted or required by this Resolution,as are set forth in Exhibit A (Capital
Appreciation Bondy and Exhibit B (Current Interest Bond)attached hereto.
Section 2.06. Execution of Bands.The Bonds shall be executed on behalf of the Board by
the facsimile signatures of the County Treasurer of the County and the Cleric 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 Band may
be signed and attested on behalf of the Board by such persons as at the actual date of the
execution of such Bond shall be the proper officers of the County although at the nominal date
of such Bond any such person shall not have been such officer of the County.;
Only such Bonds as shall bear thereon a certificate of authentication and registration in
the form set forth in Exhibits A & B 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 Bored or Bonds shall be surrendered for transfer,the District shall execute
and the Paying Argent 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 Band 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 either 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 Band has been selected for redemption.
Section 2.09. Bond Register.The Paying Agent shall keep or cause to be kept sufficient
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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, Bondsas herein
before provided.
Section 2.10. TempgjM 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 y 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, in 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 Eke 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 in 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
the part 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 BUNDS
Section 3.01. Issuance and Delivery of Bands. 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 Purchasers upon the County Treasurer's receipt of the
purchase price therefor and upon the Original Purchasers' performanceof the conditions
imposed: by the District. The Paying Agent is hereby authorized to deliver the Bonds to the
Original Purchasers,upon receipt of a Written Request of the District.
Section 3.02.Application of Proceeds of Sale of Bonds.The proceeds'of the Bands shall
be deposited as follows:
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 "Series C & D Liberty Union Nigh School District
Building Fund" 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. The accrued
interest and any premium received by the District from the sale of the Bonds shall be
accounted for separate and apart in the Debt Service Funds created and established in
Section 4.02. 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 Bands 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 Funds and applied to the payment of principal of and interest on the Series
C Bonds and the payment of the Compound Accreted Value of the Series D Bands, at
the written direction of the District. If, after payment in full of the Bonds there remain
excess proceeds, any such excess amounts shall be transferred to the general fund of the
District,pursuant to Section 15234 of the Act.
Section 3.03. Securify for the Bands. 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.
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ARTICLE IV
SALE OF THE BUNDS,DEBT SERVICE FUND;OFFICIAL STATEMENT
Section 4.01.Sale of the Bonds.
(i) The Bonds shall be offered for sale pursuant to the terms contained in the Official
Notice of Sale approved by the District, and sold to the highest, best, ',responsible bidder
according to the provisions of the Official Notices of Sale, on Tuesday, February 17 2004, at
the hour of 9.30 a.m. '(California Time). Provisions may be made for cancellation,
postponement or rescheduling of the sale of the Bonds, as provided in the Official Notices of
Sale.
The Superintendent of the District, and the Business Manager (each, a "District
Representative") are hereby individually 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 District Representative, the District Representative
is hereby authorized and directed to award the sale of the Bonds.
The District, in the District Resolution, has expressly authorized Zions First National
Bank (parent company of Kellin& Northcross & Nobriga, the Financial Advisor of the District
with respect to the Bonds)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.
(ii)The aggregate amount of the Series C Bonds and the Series D Bonds shall not exceed
$17,642,342.20.
Section 4.02.Debt Service Fond. The County Treasurer shall create and maintain, while
the Bonds are outstanding,an interest and sinking fund for the Series C & D Bonds (the "Debt
Service Fuad"), which shall be maintained by the County Treasurer as a' separate account,
distinct from all other funds of the District, into which shall be paid on receipt thereof, the
proceeds 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. Deposit and Investment of Proceeds. (a) The proceeds of sale of the
Bonds, exclusive of any premium received, shall be deposited in the County treasury to the
credit of the Building Fund of the District. Any premium shall be deposited upon receipt in the
Debt Service Fund of the District within the County treasury.
(b) All funds held by the County Treasurer hereunder shall be invested at the County
Treasurer's discretion in Authorized Investments pursuant to law and the investment policy of
the County,unless otherwise directed in writing by the District
(i) At the written direction of the District, the County Treasurer shall invest all or any
portion of the Building Fund of the District in the Local Agency Investment Fund in the treasury
of the State of California.
(ii) At the written direction of the District,all or any portion of the Building Fund of the
District may be invested on behalf of the District, in investment agreements, including
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guaranteed investment contracts, which comply with the requirements of each rating agency
then rating the Bonds.
Section 4.04. 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 Series C Bonds and the
Compound Accreted Value of the Series D Bonds as the same become due and payable,shall be
transferred by the County Treasurer to the Paying Agent which, in turn, shall pay such moneys
to UTC to pay the principal of and interest on the Series C Bonds and the Compound Accreted
Value of the Series D Bonds. DTC will thereupon make payments of principal of and interest
on the Series C Bonds and the Compound Accreted Value of the Series D Bonds to the DTC
Participants who will thereupon make payments of principal of and interest on the Series C
Bonds and the Compound Accreted Value of Series D Bonds to the beneficial owners of the
Bonds. Any moneys remaining in the Debt Service Fund after the Bonds and the interest
thereon have been paid, or provision for such payment has been made, shall be transferred to
the GeneralFund of the District,pursuant to Section 15234 of the Act.
Section 4.05.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 4.06. Nth Avproval of District's Finance Team. Structure cif District's F nancin.
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 Purchasers, 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.
Section 4.07. 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, 151:46 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 Sections;(ii)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 4.08. Limited Duties ofounty, Index mification. 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 Bands,
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,
14
_........ ......... ......... ......... ......... ......... ......... ......... ......... ...._.... .11.11_
.. ........... ........... ......... ........... ....... ......... ......... .......... .... .... ........ ......... ......... .........
_. ......... ......... ..........11.11 .. .........
including its Board, officers, officials, agents and employees, may incur in the exercise and
performance of its or their powers and duties hereunder which are not due to its or their
negligence or bad faith.
15
......... ......... ......... ......... ......... ......... ......... ......... .....
... ......._._.... ......... ........ ......... ......... ........ ......... ......... ......... ......... ......_.. _
......... ......... .. ....... ... ................ .........
...........
ARTICLE V
COVENANTS OF THE BOARD
Section 5.01. Punctual Payment. The Board will levy act 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 Series C Bonds,and the Compound Accreted Value of the Series
D 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 or 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 claims for interest which shall not have so extended or funded.
16
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ARTICLE VI
THE PAYING AGENT
Section 6.01. AjWintment of Paying Agen . BNY Western Trust Company, at its
Principal Office in San Francisco, California,has been appointed by the District 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.
17
ARTICLE VII
E'VEN'TS OF DEFAULT AND REMEDIES OF BONDOWN'ERS
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 under the federal bankruptcy laws or any 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 sures 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 evert 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 a rate of
interest equal to the average interest rate on the Bonds (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 the principal amount thereof and Compound
Accreted Value,with interest on the overdue principal and installments of interest at a
rate of interest equal to the average interest rate on the Bonds (to the extent that such
18
11
..... . ........ ......... ......... ......... ......... ......... ......... ......... .._..... . _.. _. ...
.. . ................._...._. ......... ......... ............... ....... .. ... ........ ......... .. ....... ......... ......... ......... .........
_. _..... _........ ............... ... .........
interest on overdue installments of interest shall have been collected), and: in case such
moneys shall be insufficient to pay in full the whole amount so awing and unpaid upon
the Bonds,then to the payment of such principal or Compound Accreted Value without
preference or priority,ratably to the aggregate of such principal or Compound Accreted
Value.
Section 7.03. Remedies of Bondowners. Any Bondowner 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. Mon-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 Bondowner 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 Bands.
If a suit,action or proceeding to enforce any right or exercise any remedy be abandoned
or determined adversely to the Bondowners, the District and the Bondowners shall be restored
to their farmer 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
Bands 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.
19
ARTICLE Viii
SUPPLEMENTAL RESCILLJ nONS
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 frilly 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.€12. 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
any interest 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 Districtfor 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.
20
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
ether 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) and Section
4.08. 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
such payment._Defeasance of the Bonds shall not affect the District's obligation to the County
under Section 4.08.
(b) Discharge of Liability on Bonds. Upon the deposit, in trust, at or before
maturity,of money lir securities in the necessary amount (as provided in Section 9.02(c) to pay
any Outstanding Bond (whether upon or prior to its maturity date), then all liability of the
District in 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.
21
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''I'll,....I......................................................................................................................................................................................................
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The District may at any time surrender to the Paying Agent for cancellation by it any
Bonds previously issued and delivered, which the District may have acquired in any manner
whatsoever,and such Bonds,upon such surrender and cancellation,shall be deemed to be paid
and retired.
(c) Deposit of—M—on—ey 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:
W 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
(ii) Federal Securities(not callable by the issuer thereof prior to maturity) the
principal of and interest on which when due, in the opinion of a certified public
accountant, knowledgeable in calculation of amounts necessary to defease municipal
securities,delivered to the District,will provide money sufficient to pay the Compound
Accreted Value on the Bonds to be paid, as such Compound Accreted Value becomes
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 Compound Accreted Value with respect to such Bonds.
(d) Payment- of Bonds After Discharge of Resolution. Notwithstanding any
provisions of this Resolution,subject to Section 4.K any moneys held by the Paying Agent in
trust for the payment of the Maturity Value of any Bonds and remaining unclaimed for one year
after the Maturity Value of all of the Bonds has become due and payable, if such moneys were
so held at such date, or one year 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, be
repaid to the District free from the trusts created by this Resolution, and all liability of the
Paying Agent with respect to such moneys shall thereupon cease; provided, however, that
before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the
cost of the District) first mail to the Owners of all 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 Owners 12 by Bondown s. 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 Bondowner 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
22
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the amount, maturity, number and date of holding the same shallbe proved by the registry
books.
Any request,declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Band 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,Liabil tv.No board member, officer, agent or employee
of the Board or the District shall be individually or personally liable for the payment of the
Compound Accreted Value of the Bonds; but nothing herein contained shall relieve any such
boardmember,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 Bands which have been paid or canceled pursuant
to the provisions of this Resolution, a certificate of destruction duly executed by the Paying
Agent shall be deemed to be the equivalent of the surrender of such canceled 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 or phrase hereof and authorized the issue of the Bands pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Resolution may be held illegal, invalid'or unenforceable. If, by reason of the judgment of any
court,the District is rendered unable to perform its duties hereunder, all such duties Iand all of
the rights and powers of the District hereunder shall be assumed by and vest in the District
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 Beard or the County beyond those specifically unposed by statute, as
specifically referenced in Section 4.06.
Section 9.03. Effective Date of Resolution. This Resolution shall take effect from and
after the date of its passage and adoption.
23
PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa
this 10th day of February,2004,by the following vote:
AYES: sjpnm"s GIolA, unjm4A, GRmaM, I AiRt+TL ft Am GLMM
NOES: NM
ABSENT OR NOT VOTING: NM
COUNTY OF CONTRA C
By:
Ch erson,board of Supervisors
(SEAL)
Attest:
Clerk of the Board
24
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_ ......... ......... ........._._........
EXHIBIT A
FORINTOF SERIES C BOND
(CURRENT INTEREST BOND)
UNTrED STATES OF AMERICA
STATE OF CALIFORNIA
CONTRA COSTA COUNTY
LIBERTY UNION HIGH SCHOOL DISTRICT
GENERAL OBLIGATION BOND,ELECTION OF 2001,
SERIES C(CURRENT INTEREST BOND)
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP
March 1, 2004
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
The LIBERTY UNION HIGH SCHOOL DISTRICT, a school district duly organized and
existing under and by virtue of the Constitution and laws of the State of California (the
"District"),for value received,hereby promises to pay to the Registered Owner stated above, or
registered assigns(the"Owner"),on the Maturity Date stated above, the Principal>'Sum stated
above, in lawful money of the United States of America, and to pay interest thereon in like
lawful money,from the interest payment date next preceding the date of authentication of this
Bond (unless(i)this Bond is authenticated on an interest payment date, in which event it shall
bear interest from such date of authentication, or (ii) this Bond is authenticated 'prior to an
interest payment date and after the close of business on the fifteenth day of the month
preceding such interest payment date, in which event it shall bear interest from such interest
payment date,or(iii)this Bund is authenticated on or prior to February 1, 2005, in which event
it shall bear interest from the Issue Date stated above; provided however, that if at the time of
authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest
from the interest payment date to which interest has previously been paid or made available for
payment on this Bond)until payment of such Principal Sum in full,at the rate per annus rn stated
above, payable on February 1 and August 1 in each year, commencing February 1, 2005,
calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal hereof
is payable at the corporate trust'office of BNY Western Trust Company (the "Paying Agent"),
in San.Francisco,California.Interest hereon(including the final interest payment upon maturity)
is payable by check or draft of the Paying Agent mailed by first-class mail to the Owner at the
Owner's address as it appears on the registration books maintained by the Paying Agent as of
the close of business on the fifteenth dray of the month next preceding such interest payment
date (the "Record Date"), or at such other address as the Owner may have filed with the
Paying Agent for that purpose.
This Bond is one of a duly authorized issue of bonds of the District designated as
"Liberty Union High School District,General Obligation Bonds,Election of 2001, Series C" (the
"Series C Bonds"),in an aggregate principal amount of Dollars
all of like terror and date, (except for such variation, if any, as may be rewired to designate
varying numbers, maturities, interest rates or redemption and other provisions) and all issued
pursuant to the provisions of Article 3 of Chapter 2 of Part 10 (commencing with section
Exhibit A
Page 1
__
.............. .............. .................... ......................
15140) of the Act and Article 9 of Chapter 3 of Part 10 of the Act (collectively, the "Act"), and
pursuant to a Resolution of the Board of Supervisors of Contra Costa County adopted
February 10,2004(the "Resolution"), authorizing the issuance of the Series C Bonds.The Bonds
are being issued subject to the terms and conditions of the Resolution. All capitalized terms
herein shall have the same meaning as the capitalized terms in the Resolution. Reference is
hereby made to the Resolution(copies of which are on file at the office of the Superintendent of
the District)and the Act for a description of the terms on which the Series C Bonds are issued
and the rights thereunder of the owners of the Bonds and the rights, duties,and immunities of
the Paying Agent and the rights and obligations of the District thereunder, to all of the
provisions of which Resolution the Owner of this Bond, by acceptance hereof, assents and
agrees.
The Series C Bonds have been issued by the District to acquire and construct school
facilities for the District.
This Series C Bond and the interest hereon and on all other Series C Bonds and the
interest thereon(to the extent set forth in the Resolution) are general obligations of the District.
Subject to the Act Section 15250, the Board of Supervisors of the County has the power and is
obligated to levy ad valorem taxes for the payment of the Series C Bonds and the interest
thereon upon all property within the District subject to taxation by the District.
The Series C Bonds maturing on or before August 1, 2012, are not subject to redemption
prior to their stated maturity dates. The Series C Bonds maturing on and after August 1, 2013
are subject to redemption prior to their respective stated maturity dates at the option of the
District,from any source of available funds,in whole or in part,on any date on or after August
1, 2012, among such maturity dates as are selected by the District, and by,lot within any one
maturity if less than all of the Series C Bonds of one maturity are redeemed, at the, principal
amount as of the date of redemption of the Series C Bonds called for redemptionwithout
premium
The County of Contra Costa, including its Board, officers, officials, agents and
employees: (i) are not liable for the payment of the Series C Bonds, including the interest
hereon; and (h) shall retain all their respective constitutional and statutory privileges,,
immunities,rights and defenses in carrying out their duties under the Resolution.
The Series C Bonds are issuable as fully registered Series C Bonds, without coupons, in
denominations of $5,000 and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges,if any, as provided in the Resolution, Bonds. may
be exchanged for a like aggregate principal amount of Series C Bonds of other authorized
denominations and of the same maturity,
This Series C Bond is transferable by the Owner hereof,in person or by his attorney: duly
authorized in writing,at said office of the Paying Agent in Los Angeles, California, b.ut only in
the manner and subject to the limitations provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of
authorized denomination or denon-tinations,for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the Owner hereof as the absolute owner
hereof for all purposes, and the District and the Paying Agent shall not be affected by any
notice to the contrary.
The Resolution may be amended without the consent of the Owners of the, Series C
Bonds to the extent set forth in the Resolution.
Exhibit A
Page 2
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_._....._. . ...._.... _........ ........._.... _
The District has certified that all of the things, conditions and acts required to exist, to
have happened or to have been performed precedent to and in the issuance of this Series C
Bond do exist,have happened or have been performed in due and regular time and manner as
requiredby the'laws of the State of California,and that all things necessary to consummate the
lawful issuance and sale of the Bonds, the amount of this Bond, together with all other
indebtedness of the District, dues not exceed any limit prescribed by any laws of the State of
California, and is not in'excess` of the amount of Bonds permitted to be issued ;under the
Resolution.
This Series C Bond shall not be entitled to any benefit under the Resolution or become
valid or obligatory for any purpose until the Certificate of Authentication hereon shall have
been signed manually by the Paying Agent.
IN WITNESS WHEREOF,the Liberty Union High 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 Chairperson of the Board. of Supervisors
of the County of Contra Costa, and the County Treasurer Tax-Collector, 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 THE
COUNTY OF CONTRA COSTA, solely in
its capacity as issuer of this Bond in the
name of the Liberty Union High School
District
By:
County Tre rTax-Collector
By:
Chairp6son of the Board
Clerk of the Board of Supervisors
(SEAL)
Exhibit A
Page 3
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[FORM OF PAYING:AGENT'S CERTIFICATE OF AUTHENTICATION]
CERTIFICA'T'E OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Resolution.
Authentication Date.
BNY WESTERN TRUST COMPANY,
as Paying Agent
Authorized Signatory
Exhibit A
Page 4
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. ..............................................................................................................................................................................................._._.....
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Series C
Band shall be construed as though they were written out in full according to applicable Taws or
regulations:
TEN COM as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIT GIFTMIN ACT- Custodian
{Gust} (Minor)
under Uniform Gifts to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
(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 5
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EXHIBIT B
FORM OF SERIES C BOND
(CAPITAL APPRECIATION BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
CONTRA COSTA COUNTY
LIBERTY UNION HIGH SCHOOL DISTRICT
GENERAL OBLIGATION BOND,ELECTION OF 2001,
SERIES D(CAPITAL APPRECIATION BONDS)
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSI
REGISTERED OWNER:
INITIAL DENOMINATIONAL AMOUNT: DOLLARS
MATURITY VALUE: DOLLARS
The LIBERTY UNION HIGH SCHOOL DISTRICT, a school district duly organized and
existing under and by virtue of the Constitution and laws of the State: of California (the
"District"),for value received hereby pron-tises,to pay to the Registered Owner stated:: above, or
registered assigns (the "'Owner"), on the Maturity Date stated above, the Maturity Amount
stated above, constituting the Principal Amount of $ per
of Maturity Amount in lawful money of the United States of America, and
interest on said Principal Amount from March 2,2004 until payment of such Principal Amount
at the Interest Rate stated above per annum,compounded semiannually on each February 1 and
August 1, commencing February 1, 2005 and payable on the Maturity Date specified above;
provided,however, that the amount of Compound Accreted Value payable on any date shall be
determined solely by reference to the Table of Compounded Amounts on Page4 hereof.
Principal hereof and interest herein is payable at the corporate trust office of BNY Western
Trust Company(the "Paying Agent"),in San Francisco,California. Payment of the principal of
and interest on the Bonds shall be payable by check representing the coin, or currency of the
United States of America as, at the times of payment, shall be legal tender I for thePayment of
:
public or private debts.
This Bond is one of a duly authorized issue of bonds of the District designated as
"Liberty Union High School District,General Obligation Bonds,Election of 2001, Serie, s D" (the
"Series D Bonds"), in an aggregate principal amount of Dollars
($— —), all of like tenor and date (except for such variation, if any, as may be
required to designate varying numbers, maturities, interest rates or redemption and other
provisions) and all issued pursuant to the provisions of Article 3 of Chapter 2 of Part 10
(cornmencing with section 15140) of the Act and Article 9 of Chapter 3 of.Part 10 of the Act
(collectively, the "Act"), and pursuant to a Resolution of the Board of Supervisors':of Contra
Costa County adopted February 10, 2004 (the "Resolution"), authorizing the issuance of the
Bonds. The Series D Bonds are being issued subject to the terms and, conditions of the
Exhibit B
Page 1
.............................
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Resolution. All capitalized terms herein shall have the same meaning as the capitalized terms in
the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the
office of the Superintendent of the District)and the Act for a description of the terms.,on which
the Bonds are issued and the rights thereunder of the owners of the Series. D Bonds and the
rights,duties and immunities of the Paying Agent and the rights and obligations of the District
thereunder,to all of the provisions of which Resolution the Owner of this Bond, by a:cceptance
hereof,assents and agrees.
The Series D Bonds have been issued by the District to acquire and construct school
facilities for the District.
This Series D Bond and the interest hereon and on all other Series D Bonds and the
interest thereon(to the extent set forth in the Resolution) are general obligations of the District.
Subject to the Act Section 15250,the Board of Supervisors of the County has the power and is
obligated to levy ad valorem taxes for the payment of the Series D Bonds and the interest
thereon upon all property within the District subject to taxation by the District.
The Series D Bonds maturing on or before August 1,2014, are not subject to redemption
prior to their stated maturity dates. The Series D Bonds maturing on and after August 1, 2015
are subject to redemption prior to their respective stated maturity dates at, the option of the
District,from any source of available funds, in whole or in part,on any date on or after August
1, 2014, among such maturity dates as are selected by the District, and bylot within any one
maturity if less than all of the Series D Bonds of one maturity are redeemed, at the::following
redemption price(expressed as a percentage of the Compound Accreted Value as of the date of
redemption of the Series D Bonds called for redemption).
Redemption Date Redemption Price
August 1,2014, and thereafter 101%
The County of Contra Costa, including its Board, officers, officials, agents and
employees: (i) are not liable for the payment of the Series D Bonds, including the interest
hereon; and (ii) shall retain all their respective constitutional and statutory .privileges,
immunities,rights and defenses in carrying out their duties under the Resolution.
The Series D Bonds are issuable as fully registered Series D Bonds, without coupons, in
denominations of $5,000 and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges, if any, as provided in the Resolution:. Series C
Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized
denominations and of the same maturity.
This Series D Bond is transferable by the Owner hereof,in person or by his attorney duly
authorized in writing,at said office of the Paying Agent in San Francisco,California,but only in
the manner and subject to the limitations provided in the Resolution, and upon surrender and
cancellation of this Series D Bond. Upon registration of such transfer a new Series D Bond or
Bonds,of authorized denomination or denominations, for the same aggregate principal amount
and of the same maturity will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the Owner hereof as the abso$te owner
hereof for all purposes, and the District and the Paying Agent shall not be affected by any
notice to the contrary.
The Resolution may be amended without the consent of the Owners of theSeries D
Exhibit B
Page 2
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_ _. ..
Bonds to the extent set forth in the Resolution.
The District has certified that all of the things, conditions and acts required to exist, to
have happened or to have been performed precedent to and in the issuance of this Bond do
exist,have happened or have been performed in due and regular time and manner as required
by the laws of the State of California, and that all things necessary to consummate the lawful
issuance and sale of the Bonds, the amount of this Series D Bond, together with all other
indebtedness of the District, does not exceed any limit prescribed by any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Resolution.
This Series D Bond shall not be entitled to any benefit under the Resolution or become
valid or,obligatory for any purpose until the Certificate of Authentication hereon shall have
been signed manually by the Paying Agent.
IN WITNESS WHEREOF,the Liberty Union High 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 Chairperson of the Board of Supervisors
of the County of Contra Costa, and the County Treasurer Tax-Collector, 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 THE
COUNTY OF CONTRA COSTA,solely in,
its capacity as issuer of this Series C Bond
in the name of the Liberty Union High
School District
14606B
y= /04
Coun surer Tax-Collector
By.
Ch 'rperson of the Board
7ku t)I
Clerk of the Board of Supervisors
{SEAL}
Exhibit B
Page 3
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TABLE OF COMPOUNDED AMOUNTS
[To Come]
Exhibit B
Page 4
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..._._.
[FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Series C Bonds described in the within-mentioned Resolution.
Authentication Date:
BNY WESTERN TRUST COMPANY,
as Paying Agent
Authorized Signatory
Exhibit B
Page 5
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Series C
Bond,shall be construed as though they were written out in full according to.applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT- Custodian -
Gust) (Minor)
under Uniform Gifts to Minors Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
(FORM OF ASSIGNMENT)
For value received,the undersigned does)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 B
Page 6
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