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HomeMy WebLinkAboutMINUTES - 02152005 - C77 BOARD OF SUPERVISORSContra FROM: JOHN SWEETEN COUNTY ADMINISTRATORCosta DATE: February 15, 2005 1- couK'� SUBJECT: PITTSBURG UNIFIED SCHOOL DISTRICT ounty $'17,100,000 GENERAL OBLIGATION BONDS, Election of 2004, Series A SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: 1. ADOPT Resolution 2005/ w authorizing, on behalf of Pittsburg Unified School District, the sale and issuance of General Obligation Bonds, Election of 2004, Series A in an aggregate principal amount not to exceed $17,100,000. FISCAL IMPACT There is no fiscal impact to the County related to this item. BACKGROUND Under state law, the Contra Costa County Board of Supervisors is required to authorize the sale and issuance of general obligation bonds for school districts within the County. No financial obligation is assumed with these authorizations. The County's Treasurer/Tax Collector oversees the actual sale and award of the bonds. On November 2, 2004 the Pittsburg Unified School District held an election, at which time voters approved the issuance and sale of bonds of up to $40,500,000 in aggregate principal amount to provide financing for various school facilities projects. On January 19, 2005, the Pittsburg Unified School District Board of Education authorized the sale of an initial series of bonds, entitled "Pittsburg Unified School District(Contra Costa County, California), General Obligation Bonds, Election of 2004, Series A," in an aggregate principal of not to exceed $17,'100,000 ("Series A Bonds"). CONSEQUENCES OF NEGATIVE ACTION Without the Contra Costa County Board of Supervisors authorization, Pittsburg Unified School District would not be able to issue the Series A Bonds, thereby delaying or prohibiting necessary school facilities projects. CONTINUED ON ATTACHMENT: X YES SIGNATUR /00007 --------------------------------------------------------------------------------------------------E: - ------- ------ ___..______ —_____------_-- __ ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ATION OF BOARD CO ITTEE L.-APPROVE OTHER f SIGNATURES}. ______-- _.. ---- ______M______.�_______ ACTION OF BO R ON�'.MIARY 15_ ) APPROVE AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN X UNANIMOUS(ABSENT �� �� } AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: ATTESTED CONTACT: Jason Crapo JOHN SWE TEN,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY CC: Jason Crapo ADMINISTRATOR John Sweeten,County Administrator Quint&Thimmig LLP t BY ,DUTY Quint &Thimmig LLP 01/11/05 01/07/05 CONTRA COSTA COUNTY RESOLUTION NO. 2005/89 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA, PROVIDING FOR AUTHORIZATION OF ISSUANCE AND SALE OF PITTSBURG UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2004, SERIES A, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $17,100,000 RESOLVED, by the Board of Supervisors (the "Board") of Contra Costa County, California (the "County"), as follows: WHEREAS, an election was regularly held in the Pittsburg Unified School District (the "District") on November 2,2004, at which a proposition was submitted to the electors of the District to authorize the District to issue and sell bonds of up to $40,500,000 in aggregate principal amount to provide financing for (a) construction of a neve elementary school, and construction of a new junior high school, (b) based on the various needs of the facilities in the District, improvements to schools and related facilities, including (i) completion of the repair and replacement of aging roofs, (ii) replacement of aging plumbing and renovation of restrooms, (iii) accessibility improvements to schools to comply with the American with Disabilities Act, (iv) remove asbestos and other hazardous materials, and (vi) improvements to comply with existing seismic and building codes, (c) based on the various needs of the facilities in the District, including general site safety improvements, including lighting, fire alarms, and school telephone and communication systems, (d) computer systems upgrades and improvements, including electrical systems, infrastructure and network improvements, (e) modernization of the Creative Arts Building at Pittsburg High School to serve the needs of students from all schools in the District and to serve community needs (collectively, the "Project"); WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds, payable from the levy of an ad valorem tax against the taxable property in the District (the "Bonds"); and WHEREAS, the Board has received a resolution of the Board of Trustees of the District requesting the issuance of an initial series of Bonds in the aggregate principal amount of not to exceed $17,100,000 to be entitled Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2004, Series A (the "Series A Bonds"), for the purpose of raising funds needed to finance a portion of the Project and other authorized costs; 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 this proposed issue of Series A Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County, State of California, as follows: 16010.07 Section 1. Purpose of Series A Bonds. That for the purpose of raising money for real property acquisition or improvements, namely: (a) for the purpose of raising funds needed for the Project, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith, the Board hereby authorizes the issuance of the Series A Bonds. Section 2. Official Notice of Sale. The Official Notice of Sale for the Series A Bonds is hereby approved, such notice to be substantially in accordance with the Official Notice of Sale attached hereto as Exhibit A and by this reference incorporated herein (the "Official Notice of Sale"). Section 3. Publication of Notice of Intention to Sell Bonds. The Clerk of the Board is hereby authorized and directed to cause to be published, once a week for two (2) successive weeks, the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit B, in a newspaper published and of general circulation in the County. The Clerk of the Board is hereby authorized and directed to cause to be published, once at least fifteen (15) days prior to the date to receive bids, the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit C, in the Bond Buyer. Section 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series A Bonds shall be as specified in said Official Notice of Sale. Section 5. Furnishing-of Official Notice- of Sale. The Clerk of the District and the financial advisor to the District, Kelling, Northcross & Nobriga (the "Financial Advisor"), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale (including the Bid Form). Section 6. General Authorization. The Treasurer-Tax Collector of the County or his designee (the "Treasurer-Tax Collector") is hereby authorized and directed to open the bids at the time and place specified in said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest total true interest cost as provided in said Official Notice of Sale, and to award the sale of the Series A Bonds to the best bidder within twenty-six (26) hours following the time set for receipt of bids. Notwithstanding the foregoing sentence, however, in the event that no acceptable bids are received for the sale of the Series A Bonds, then the Treasurer-Tax Collector is authorized to proceed with the negotiated sale of the Series A Bonds upon such terms and conditions as. the Treasurer-Tax Collector shall deem advisable. Section 7. Series A Bond Terms. The Series A Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of $5,000 each or any integral multiple thereof, and shall be dated as of their date of delivery. The Series A Bonds shall bear interest from the date of the Series A Bonds to maturity of each of the Series A Bonds at a rate or rates not in excess of twelve percent (12%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2006, until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date,in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 2006, in which event it shall bear interest from its date of delivery. -2- The Series A Bonds shall mature (or, alternatively, be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts as shall be determined by the District prior to the receipt of bids for the sale of the Series A Bonds. Section 8. Redemvtion of Series A Bonds. (a) Optional Redemption. The Series A Bonds maturing on or before August 1, 2013, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1,2014, shall be subject to redemption prior to maturity, at the option of the District., from any available source of funds, on any date on or after August 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, without,a premium. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid and in the respective principal amounts as set forth in Section 7, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent (as defined in Section 10 hereof). (c) Selection of Bonds for Redemption. If less than all of the Series A Bonds shall be called for redemption., the particular Series A Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and, in lieu of such direction, in inverse order of their maturity. Within a maturity., the Paying Agent shall select the Series A Bonds for redemption by lot; provided, however, that the portion of any Series A Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Series A Bonds for redemption, the Paying Agent shall treat each Series A Bond as representing that number of Series A Bonds which is obtained by dividing the principal amount of such Series A Bond by five thousand dollars ($5,000). (d) Notice of Redemption. The Paying Agent shall give notice of the redemption of the Series A Bonds at the expense of the District. Such notice shall specify: (a) that the Series A Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Series A Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series A Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Series A Bond to be redeemed, the portion of the principal amount of such Series A Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series A Bonds, or if the registered owner is a syndicate,, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities -3.. redemption notices, and by first class mail, postage prepaid, to the District and County and the respective owners of any registered Series A Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least thirty (30) days, but not more than sixty (60) days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series A Bonds. (e) Partial Redemption of Bonds. Upon the surrender of any Series A Bond redeemed in part only, the Paying Agent shall execute and deliver to the registered owner thereof a new Bond or Bonds of like tenor and maturity and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series A Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such registered owner, the County, the Paying Agent and the District shall be released and discharged thereupon from all liability to the extent of such payment. (f) Effect of Redemption. Notice having been given as aforesaid, and the moneys for the redemption (including the interest to the applicable date of redemption) having been set aside with the County for such purpose, the Series A Bonds to be redeemed shall become due and payable on such date of redemption. If on such redemption date, money for the redemption of all the Series A Bonds to be redeemed as provided in this Section 8, together with interest to such redemption date, shall be held by the Treasurer-Tax Collector so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series A Bonds to be redeemed shall cease to accrue and become payable. All money held by or on behalf of the Treasurer-Tax Collector for the redemption of Series A Bonds shall be held in trust for the account of the registered owners of the Series A Bonds so to be redeemed. All Series A Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 8 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District. All or any portion of a Series A Bond purchased by the County or the District shall be canceled by the Paying Agent. Series A Bonds (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this Resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Paying Agent, in form satisfactory to it, and sufficient moneys shall be held by the Treasurer-Tax Collector irrevocably in trust for the payment of the redemption price of such Bonds or portions thereof, all as provided in this Resolution, then such Series A Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. Section 9. Execution of Bonds. The Series A Bonds shall be signed by the manual or facsimile signatures of the Chair of the Board of Supervisors, the Clerk of the Board and the Treasurer-Tax Collector, and the seal of the County shall be reproduced thereon. No Series A Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Series A Bond is signed by the Paying Agent as authenticating agent, that the Series A Bond as authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 10. Appointment of Paving Agent. The Board hereby appoints The Bank of New York Trust Company, N.A., San Francisco, California, to act as the authenticating -4- Any Series A Bond may be exchanged for Series A Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Series A Bonds or if DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 12, 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 office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series A Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series A Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given, or (b) to transfer any Series A Bonds which have been selected or called for redemption in whole or in part. Section 13. Form of Bond. The Series A Bonds shall be in substantially the form set forth in Exhibit D attached hereto and incorporated herein, allowing those officials executing the Series A Bonds to make the insertions and deletions necessary to conform the Series A Bonds to this Resolution and the winning bid for the Series A Bonds. Section 14. Book-Entry- System. Except as provided below, the owner of all of the Series A Bonds shall be The Depository Trust Company, New York, New York ("DTC"), and the Series A Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The Series A Bonds shall be initially executed and delivered in the form of a single fully registered Series A Bond for each maturity date of the Series A Bonds in the full aggregate principal amount of the Series A Bonds maturing on such date. The County, the Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series A Bonds registered in its name for all purposes of this Resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Series A Bonds under or through DTC or a Participant,, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Series A Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series A Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series A Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Series A Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series A Bonds and delivers a written certificate to DTC and the . -6- County to that effect, DTC shall notify the Participants of the availability through DTC of Series A Bonds. In such event, the County shall issue, transfer and exchange Series A Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series A Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series A Bonds as described in this Resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series A Bonds evidencing the Series A Bonds to any DTC Participant having Series A Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series A Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Series A Bond and all notices with respect to such Series A Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series A Bonds. Section 15. Establishment of Funds and Accounts; Delivery of Series A Bonds Disvosition of Proceeds of the Series A Bonds. (a) Establishment of Funds and Accounts. 0-2 -2* (i) Building Fund. A fund, to be known as the "Pittsburg Unified School District, General Obligation Bonds, Election of 2004 Building Fund" (the "Building Fund"), is hereby created and established within the County Treasury, which fund shall be accounted for separate and distinct from all other District and County funds. Moneys deposited therein shall be used solely for the purpose for which the Series A Bonds are being issued and shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. (ii) Interest and Sinking Fund. A fund, to be known as the "Pittsburg Unified School District, General Obligation Bonds, Election of 2004, Interest and Sinking Fund" (the "Interest and Sinking Fund"), is hereby created and established within the County Treasury, which fund shall be accounted for separate and distinct from all other District and County funds. Moneys deposited therein shall be used only for payment of principal and interest on the Series A Bonds. Any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal and interest on the Series A Bonds at the direction of the District. If, after payment in full of the Series A Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 15, any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not limited to the requirements of federal tax law(if any) relating to the yield at which such proceeds are permitted to be invested. -7- Pittsburg Unified(b) Delivery of Series A Bonds. The proper officials of the District shall cause the Series A Bonds to be prepared and, following their sale, shall have the Series A Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series A Bonds, to the original purchaser upon payment of the purchase price in funds which are immediately available to the Paying Agent. (c) Disposition of Proceeds of the Series A Bonds. On the date of delivery of the Series A Bonds (the "Closing Date"), the proceeds of sale of the Series A Bonds shall be paid by the original purchaser to the Treasurer-Tax Collector of the County. The Treasurer-Tax Collector of the County shall deposit such amounts as follows: (i) An amount equal to the premium, if any, paid by the original purchaser shall be deposited in the Interest and Sinking Fund; and (ii) The remaining amounts shall be deposited in the Building Fund. The original purchaser of the Series A Bonds, as a condition of its bid for the Series A Bonds, has agreed to pay costs of issuance in an amount up to $130,000. To the extent that costs of issuance result in an amount less than $130,000 but the original purchaser nonetheless elects to pay to the District the difference between $130,000 and the actual amount of costs of issuance, such excess amount shall constitute premium received from the original purchaser and shall be paid to the Treasurer-Tax Collector of the County for deposit in the Interest and Sinking Fund. (d) Unclaimed Moneys. Any money held in any fund or account created pursuant to this Resolution, or by the Paying Agent in trust,, for the payment of the principal of, redemption premium, if any, or interest on the Series A Bonds remaining unclaimed for twoy ears after the principal of all of the Series A Bonds has become due and payable (whether by maturity or upon prior redemption), shall be transferred to the Interest and Sinking Fund for the payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said moneys shall be transferred to the general fund of the District as provided and permitted by law. Section 16. Source of Payment. There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient topay the principal of and interest on the Series A Bonds when due, which moneys when collected will be placed in the Interest and Sinking Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series A Bonds when and as the same fall due. The moneys in the Interest and Sinking Fund, to the extent necessary to pay the principal of and interest on the Series A Bonds as the same become due andpayable, shall be transferred by the County to the Paying Agent, as paying agent for the Series A Bonds, as necessary to pay the principal of and interest on the Series A Bonds. Section 17. Necessary Acts and-Conditions. This Board determines that all acts and conditions necessary to beperformedby the Board precedent to and in the issuing of the Series A Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series A Bonds have been performed and have been met, in regular and due form as required by law; that the full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series A Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series A Bonds. -8.. Section 18. Approval of Actions. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. Section 19. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Series A Bonds or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Series A Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 16 hereof. Section 20. Certified Cony to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. Section 21. Effective Date. This Resolution shall take effect immediately upon its passage. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 15th day of February, 2005, by the following vote: AYES: "S GIOIA, UUM%, PIMU, DeSMINM AMID GINM NOES: NM ABSENT: Chair, Borard of Supervisors ATTEST: By Clerk, Board of Supervisors -9- EXHIBIT A FORM OF NOTICE OF SALE [TO BE ATTACHED] Exhibit A Page 1 Quint &Thimmig LLP 01/11/05 01/07/05 01/19/05 OFFICIAL NOTICE CSF SALE $17,100,000 PITTSBURG UNIFIED SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2004, SERIES A NOTICE IS HEREBY GIVEN that electronic bid proposals for the purchase of $17,100,000 aggregate original principal amount of Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2004, Series A (the "Bonds"), will be received by the Board of Supervisors (the "County Board") of Contra Costa County, California (the "County") on behalf of the Pittsburg Unified School District (the "District") at the time and in the form below specified. Bids will be entertained only from bidders to whom this Official Notice of Sale and the preliminary official statement prepared for the Bonds (the "Preliminary Official Statement") have been distributed. The sale of the Bonds will be conducted upon the terms and conditions set forth in this Official Notice of Sale. This Preliminary Official Statement may be obtained by contacting the District's Financial Advisor, Kelling, Northcross & Nobriga (the "Financial Advisor"), 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839-8200. Important Note: The winning bidder will be required to pay, from underwriter's gross spread, certain costs of issuance of the Bonds. See "TERMS OF SALE—PAYMENT OF ISSUANCE COSTS" herein. DATE AND TIME OF BID: WEDNESDAY, MARCH 9,2005, until 9:30 A.M. (Pacific Time). PLACE: Kelling, Northcross & Nobriga (the "Financial Advisor"), 1333 Broadway, Suite 1000, Oakland, CA 94612. (1) SUBMISSION OF BIDS: Bids may be submitted (for receipt not later than the time set forth above) electronically only through the I-Deal LLC BiDCOMP/PARITYC system. See "FORM OF BID" herein. All bids must be accompanied by a good faith deposit, as more fully described below under the caption "GOOD FAITH DEPOSIT." 16010.07 Important Note: This notice will be submitted to I-Deal LLC BiDCOMP/PARITY@ for posting at the TM3 website and in the I-Deal LLC BiDCOMP/PARITY@ bid delivery system. In the event I-Deal LLC BiDCOMP/PARITY@ summary of the terms of sale of the Bonds disagrees with this Official Notice in any particulars., the terms of this Official theBonds shall control (unless notice of an amendment hereto is given as described herein). J ISSUE; BOOK ENTRY: $17,100,000 consisting of fully registered Bonds, without coupons. The Bonds will be dated as of their date of delivery, and will be issued in minimum denominations of $5,000. The Bonds will be issued in a book entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company, New York,New York ("DTC"), will act as depository for the Bonds which will be immobilized in its custody. The Bonds will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds. MATURITIES: The Bonds will mature, or be subject to mandatory sinking fund redemption., on August 1 in each of the years and in the amounts, as set forth in the following table. Each bidder is required to specify in its bid whether, for any particular year, the Bonds will mature or, alternately, be subject to mandatory sinking fund redemption in such year: Maturity Principal Maturity Principal ,(August 1) Amount (Aueust 1) Amount 2006 2019 2007 2020 2008 2021 2009 2022 2010 2023 2011 2024 2012 2025 2013 2026 2014 2027 2015 2028 2016 2029 2017 2030 2018 INTEREST:The Bonds will bear interest, calculated on a 30/360 day basis, at a rate or rates to be fixed upon the sale thereof but not to exceed 12% per annum, payable semiannually on each February 1 and August 1, commencing February 1,2006. PAYMENT: Principal of the Bonds will be payable upon surrender at The Bank of New York Trust Company., N.A., San Francisco, California (the "Paying Agent"). Interest on the Bonds will be payable by check or draft mailed by first class mail to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. REGISTRATION: The Bonds will be issued as fully registered Bonds as to both principal and interest. The Bonds will be issued in the book-entry system of The Depository Trust Company of New York ("DTC"), and the ownership of the Bonds will be registered to the nominee of DTC. OPTIONAL REDEMPTION: The Bonds maturing on or before August 1, 2013, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after August 1, 2014, are subject to redemption prior to maturity., at the option of the District, from any available source of funds, on any date on and after August 1, 2013, at a -2- redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, without a premium. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and, in lieu of such direction, in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Bonds for redemption by lot; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000). SINKING FUND REDEMPTION. Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term Bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. In the event that the bid of the successful bidder specifies that any maturity of Bonds will be term Bonds, such term Bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading "MATURITIES," at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium. ADJUSTMENT OF PRINCIPAL AMOUNTS: The principal amounts of each maturity of Bonds set forth above reflect certain estimates of the District and its financial advisor with respect to the likely interest rates of the winning bid and the premium contained in the winning bid. Following the determination of the successful bidder, the County Treasurer-Tax Collector of the County (the "County Treasurer-Tax Collector"), acting on behalf of and in consultation with the District, reserves the right to increase or decrease the principal amount of each maturity of the Bonds, in $5,000 increments, by an amount not to exceed 10% of each such principal payment; provided, however,, that the adjusted aggregate principal amount of the Bonds shall not exceed $17,100,000. Such adjustment shall be made within 26 hours of the bid opening and in the sole discretion of the County Treasurer-Tax Collector, upon a recommendation of the District. The aggregate price bid by the successful bidder will be adjusted by the County Treasurer-Tax Collector proportionate to any increase or decrease in the aggregate principal amount of the Bonds and without consideration for the reoffering price by the successful bidder to the public of any individual maturity of the Bonds. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE INTEREST RATES BID OR ANY INITIAL REOFFERING PRICES AS A RESULT OF ANY CHANGES MADE TO THE STATED PRINCIPAL AMOUNTS. PURPOSE OF ISSUE: The Bonds are to be issued by the County Board in the name of the District and are authorized pursuant to the provisions of Title 1, Division 1, Part 10, Chapter 2 (commencing with section 15100) of the California Trustees Code, and the provisions of a resolution of the Board of Trustees of the District (the "District Board"), and the provisions of a resolution of the County Board, to (a) finance real property acquisition or improvements, namely: financing for (i) construction of a new elementary school, and construction of a new junior high school, (ii) based on the various needs of the facilities in the District, improvements to schools and related facilities, including (A) completion of the repair and replacement of aging roofs, (B) replacement of aging plumbing and renovation of restrooms, (C) accessibility improvements to schools to comply with the American with Disabilities Act, (D) remove asbestos and other hazardous materials, and (E) improvements to comply with existing seismic and building codes, (iii) based on the various needs of the -3- facilities in the District, including general site safety improvements, including lighting, fire alarms, and school telephone and communication systems, (iv) computer systems upgrades and improvements, including electrical systems, infrastructure and network improvements,. (v) modernization of the Creative Arts Building at Pittsburg High School to serve the needs of students from all schools in the District and to serve community needs, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith. SECURITY: The Bonds are general obligations of the District. The County Board has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation (except for certain classes of personal property). MUNICIPAL BOND INSURANCE; BIDDER'S OPTION: The District has applied to certain bond insurance companies. for a commitment to issue a policy insuring the payment when due of principal of and interest on the Bonds. In the event such a commitment is obtained prior to the sale date, such information will be made available to bidders by such bond insurance companies. In the event the District obtains a commitment for municipal bond insurance, each bidder shall have the option to elect whether such insurance will be issued. In the event that the winning bidder elects to obtain any policy of municipal bond insurance, the premium for such insurance and the costs of any related ratings will be paid by the bidder, and neither the County nor the District will have any responsibility for payment of such premium and costs. Bids shall not be conditioned upon the issuance of a municipal bond insurance policy. Subject to the limitations described below, the District and the County will cooperate in any effort to qualify the Bonds for such bond insurance. Neither the District nor the County makes any representation as to whether the Bonds will qualify for municipal bond insurance and satisfaction of any conditions to the issuance of a municipal bond insurance policy shall be the sole responsibility of the bidder. In particular, the County will neither amend nor supplement the Resolution in any way nor will it agree in advance of the sale of the Bonds to enter into any additional agreements with respect to the provision of any such policy. FAILURE OF THE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE FOR A FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT DELIVERY OF OR PAY FOR THE BONDS. IN THE EVENT OF SUCH FAILURE, THE DISTRICT SHALL AMEND THE OFFICIAL STATEMENT AND THE COST OF PRINTING AND MAILING SUCH SUPPLEMENT SHALL BE BORNE BY THE SUCCESSFUL BIDDER ALONE. The successful bidder must provide the District with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insurance provider for inclusion in the final Official Statement within two business days following the award of the bid. The District will require an opinion of counsel to the insurance provider regarding the enforceability of the municipal bond insurance policy, in form reasonably satisfactory to Bond Counsel and the successful bidder. TERMS OF SALE FORM OF BID: Bids may be submitted electronically only through the I-Deal LLC BiDCOMP/PARITY@ system. A prescribed form of bid for the Bonds has been prepared and all bids submitted by fax must be submitted on such form. All bids must be accompanied by a good faith deposit. See "GOOD FAITH DEPOSIT" herein. Bids must be submitted electronically through the I-Deal LLC BiDCOMP/PARITY@ system. To the extent any instructions or directions set forth in -4- BiDCOMP/PARITY@ conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For further information about BiDCOMP/PARITY@, bidders may contact the financial advisor to the City at (510) 839-8200 or BiDCOMP/PARITY@ at (212) 404-8102. THE DISTRICT RETAINS ABSOLUTE DISCRETION To DETERMINE WHETHER ANY BID IS TIMELY, LEGIBLE AND COMPLETE. NEITHER THE DISTRICT, KEL LING, NORTHCROSS & NOBRIGA, FINANCIAL ADVISOR To THE DISTRICT (THE "FINANCIAL ADVISOR") NOR QUINT & THIMMIG LLP ("BOND COUNSEL") TAKES ANY RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE TIME FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE. ILLEGIBLE OR NOT RECEIVED. THE DISTRICT WILL ACCEPT BIBS IN ELECTRONIC FORM SOLELY THROUGH BiDCOMP/PARITY@ ON THE OFFICIAL BID FORM CREATED FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH BiDCOMP/PARITY@, THAT THE DISTRICT NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF BiDCOMP/PARITY@- AND THAT- BiDCOMP/PARITY@ IS NOT ACTING AS AN AGENT OF THE DISTRICT. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM BiDCOMP/PARITY@ AND THE DISTRICT ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF BiDCOMP/PARITY@. THE DISTRICT SHALL ASSUME THAT ANY BID RECEIVED THROUGH BiDCOMP/PARITY@ HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER. THE DISTRICT WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER THE DISTRICT, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE DISTRICT AT THE PLACE OF BID OPENING AND THE DISTRICT SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY BiDCOMP/PARITY0 AS THE OFFICIAL TIME. INTEREST RATE: No rate of interest may be bid which exceeds 12% per annum. Each rate bid must be a multiple of one-twentieth of one percent (1/20%) or one-eighth of one percent (1/8%). No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than 3% higher than the interest rate on any other maturity or group of maturities. For each maturity beginning on August 1, 2014, interest rates shall be level or ascending as compared to the previous maturity. AWARD: All bids must be for not less than all of the Bonds hereby offered for sale. Each bid shall state that the bidder offers par, the premium, if any, and the rate or rates not to exceed those specified herein, at which the bidder offers to buy said Bonds. The purchase price of the Bonds must be paid in funds which are immediately available to the County. Each bidder shall state in his bid the total true interest cost in dollars, which shall be considered informative only and not a part of the bid. BEST BID: The Bonds will be awarded to the responsible bidder or bidders offering to purchase the Bonds at the lowest true interest cost to the District. The true interest cost of each bid will be determined on the basis of the present value of the aggregate future semiannual payments resulting from the interest rates specified by the bidder. The present value will be calculated to the dated date of the Bonds (March 23, 2005) and will be based on the proposed bid amount (par value plus any premium). For the purpose of making such determination, it shall be assumed that any Bond designated as term bonds by the bidder shall be deemed to be payable on the dates and in the amounts as shown under the section entitled "MATURITIES" herein. Each bidder is requested, but not required,, to state in his bid the percentage true interest cost to the District,, which shall be considered as informative only and shall not be binding on either the bidder or the District. The determination of the best bid by the District's financial advisor shall be binding and conclusive on all bidders. PAYMENT OF ISSUANCE COSTS: The successful bidder will be required to pay up to $125,000 in costs of issuance of the Bonds from underwriter's gross compensation at the time of delivery of the Bonds. This amount should not be added to the price paid for the Bonds. Payment of this amount is not optional and is in addition to any premium for a policy of municipal bond insurance. See "MUNICIPAL BOND INSURANCE; BIDDER'S OPTION" above. Therefore, bidders should include payment of such costs in calculating their bids. RIGHT OF CANCELLATION OF SALE BY DISTRICT: The District reserves the right,in its sole discretion, at any time to cancel the public sale of the Bonds. In such event, the District shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated via the Bond Buyer Wire as promptly as practicable. However,no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds. RIGHT TO MODIFY OR AMEND: The District reserves the right, in its sole discretion, to modify or amend this official Notice of Sale including, but not limited to, the right to adjust and change the principal amount and principal amortization schedule of the Bonds being offered, however, such modifications or amendments shall be made not later than 9:30 A.M., California time, on the business day prior to the bid opening and communicated via the Bond Buyer Wire. RIGHT OF POSTPONEMENT BY DISTRICT: The District reserves the right, in its sole discretion, to postpone, from time to time, the date established for the receipt of bids. Any such postponement will be communicated via the Bond Buyer Wire not later than 9:30 A.M., California time, on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date will be announced via the Bond Buyer Wire at least 24 hours prior to such alternative sale date. On any such alternative sale date, any bidder may submit a sealed bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced via the Bond Buyer Wire at the time the sale date and time are announced. RIGHT OF REJECTION: The District reserves the right, in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid except that no bids will be accepted later than 9:30 A.M. on the date set for receipt of bids. PROMPT AWARD: Pursuant to authority granted by the Board of Supervisors, the County Treasurer-Tax Collector will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of proposals; provided, that the award may be made after the expiration of the -6- specified time if the bidder shall not have given to said Board notice in writing of the withdrawal of such proposal. PLACE OF DELIVERY; CANCELLATION FOR LATE DELIVERY: It is expected that said Bonds will be delivered to DTC for the account of the successful bidder within twenty (20) days from the date of sale thereof. The successful bidder shall have the right, at his option, to cancel its obligation to purchase the Bonds if the Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. GOOD FAITH DEPOSIT: A good faith deposit ("Deposit") in the form of a certified or cashier's check or a bid bond ("Financial Surety Bond"), in the amount of $50,000 payable to the order of the County Treasurer-Tax Collector, must accompany each proposal as a guarantee that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of the bid. If a check is used, it must accompany the bid and be drawn on a bank or trust company having an office in San Francisco or San Francisco, California. If a Financial Surety Bond is used, it must be from a pre-qualified insurance company whose claims paying ability is rated in the highest rating category by Moody's Investors Service or Standard & Poor's Credit Ratings Services, and is licensed to issue such a bond in the State of California. The form of such Financial Surety Bond is subject to prior approval by Bond Counsel, and such form must be submitted to the Financial Advisor prior to the opening of proposals. Such Financial Surety Bond must provide that the surety shall make payment of the full amount of the Deposit by wire transfer to the County within 24 hours of the receipt of written notice from either the County or the Financial Advisor that the bidder has failed to submit the Deposit as required by this Official Notice of Sale. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. Each individual bidder must provide a Deposit in the amount of $50,000, that will be due if such bidder is successful; however, an individual bidder will not be required to submit a separate Deposit for such bid submitted in the event a bidder submits multiple bids. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then the purchaser ("Purchaser") is required to submit its Deposit to the County in the form of a certified or cashier's check or wire transfer not later than 3:30 p.m., California time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The Deposit shall be cashed by the County and shall then be applied toward the purchase price of the Bonds. If after the award of the Bonds the successful bidder or bidders fail to complete their purchase on the terms stated in their proposal, the Deposit will be retained by the County. The checks accompanying unaccepted proposals will be returned promptly. No interest on the Deposit will accrue to any bidder. CHANGE IN TAX EXEMPT STATUS: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw his proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable, or be requited to be taken into account in computing federal income taxes (except alternative minimum taxes and environmental taxes payable by corporations) by any federal income tax law enacted subsequent to the date of this notice. QUALIFICATION FOR INSURANCE,: If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs, including rating agency fees, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to -7- be issued shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal to purchase the Bonds. CLOSING PAPERS; BOND PRINTING: Each proposal will be understood to be conditioned upon the District furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Bonds, the following closing papers, each dated the date of delivery: (a) The opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, approving the validity of the Bonds and stating that,, under existing law, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, noting that with respect to corporations, such interest is taken into account in determining certain income and earnings for the purpose of computing the alternative minimum tax imposed on such corporations, and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws. Other federal tax consequences to holders of the Bonds, if any, are not addressed in the opinion. A copy of the opinion of Bond Counsel, certified by facsimile signature of an official of the County, will be printed on the back of each Bond. No charge will be made to the purchaser for such printing or certification. ..d.. (b) A certificate of the District certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds; (c) A certificate of the County, signed by officers and representatives of the County, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same; (d) The receipt of the County Treasurer-Tax Collector evidencing the receipt of the purchase price of the Bonds; (e) A certificate of the District, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds; and (f} A certificate of the District, signed by an officer of the District, acting in his official capacity, to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the successful bidder. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the issuance of the Bonds, to deliver to the District a certificate, in form and substance satisfactory to Bond Counsel, stating (i) that, as of the date of award, the Bonds were expected to be reoffered in a bona fide public offering, (ii) the initial offering price at which a substantial amount (at least 10%) of each maturity of the Bonds -8- were sold to the public, and (iii) that no Bonds of a single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION: The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission when due. DTC FEES: All fees due DTC with respect to these Bonds shall be paid by the successful bidder or bidders. OFFICIAL STATEMENT: The District has caused to be prepared a Preliminary Official Statement describing the Bonds in a form deemed final by the District within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, except for certain information which is permitted under said Rule 15c2-12 to be omitted from the Preliminary Official Statement. A copy of the Preliminary Official Statement will be furnished upon request to Kelling, Northcross & Nobriga,.1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839-8200. The District will furnish to the successful bidder within seven business days following the date of award, at no charge, not in excess of one hundred (100) copies of the Official Statement for use in connection with any resale of the Bonds. DISCLOSURE CERTIFICATE: The District will deliver to the purchaser of the Bonds a certificate of an official of the District, dated the date of Bond delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. CONTINUING DISCLOSURE: In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5), the District will undertake, pursuant to the resolution authorizing issuance of the Bonds and a Continuing Disclosure Agreement,, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the preliminary Official Statement and will also be set forth in the final Official Statement. Dated: February 25, 2005 -9- EXHIBIT B FORM OF NOTICE OF INTENTION TO SELL BONDS (Contra Costa Times) [TO BE ATTACHED] Exhibit B I Quint&Thimmig LLP 01/11/05 01/19/05 NOTICE OF INTENTION TO SELL BONDS $171100f000 PITTSBURG UNIFIED SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2004, SERIES A NOTICE IS HEREBY GIVEN,, pursuant to section 15146 of the California Trustees Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of $17,100,000 aggregate principal amount of Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2004, Series A (the "Bonds"). Bids may be submitted electronically only through the I-Deal LLC BiDCOMP/PARITYQ system until 9:30 A.M.,Pacific time,on WEDNESDAY.,MARCH 9,2005 The sale will be awarded by the Treasurer-Tax Collector of Contra Costa County (the "County") within 26 hours after the expiration of the time prescribed for the receipt of bids. The County may postpone the date and/or change the time of sale to any subsequent date and/or any other time by providing notification through the Bond Buyer Wire at least 24 hours prior to the scheduled date and time. The sale of the Bonds will be conducted upon the terms and conditions set forth in the official notice of sale for the Bonds (the "NOS"). Bids will be entertained only from bidders to whom the NOS and the preliminary official statement describing the Bonds (the "POS") have been distributed. The NOS and the POS are available for viewing online and downloading through www.i-dealprospectus.com, or by receipt of hard copy. Further information may be obtained by contacting the Pittsburg Unified School District's Financial-Advisor, Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839- 8200. Dated: February 22,2005 [TO BE PUBLISHED IN THE CONTRA COSTA TIMES ON TUESDAY,,FEBRUARY 22,2005,AND ON TUESDAY,MARCH 1,2005,TO BE ARRANGED BY QUINT AND THM MIG LLP] 16010.07 EXHIBIT C FORM OF NOTICE OF INTENTION TO SELL BONDS (Bond Buyer) [TO BE ATTACHED] Exhibit C Quint&Thirnmig LLP 01/11/05 01/19/05 NOTICE OF INTENTION Tit SELL BONDS $17,100,000 PITTSBURG UNIFIED SCHOOL DISTRICT (Contra Costa County,calif ornia) GENERAL OBLIGATION BONDS ELECTION OF 2004, SERIES A NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of$17,100,000 aggregate principal amount of Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds,, Election of 2004, Series A (the "Bonds"). Bids may be submitted electronically only through the I-Deal LLC BiDCOMP/PARITY@ system until 9:30 A.M.,Pacific time,on WEDNESDAY,MARCH 9,2005 The sale will be awarded by the Treasurer-Tax iax Collector of Contra Costa County (the "County") within 26 hours after the expiration of the time prescribed for the receipt of bids. The County may postpone the date and/or change the time of sale to any subsequent date and/or any other time by providing notification through the Bond Buyer Wire at least 24 hours prior to the scheduled date and time. The sale of the Bonds will be conducted upon the terms and conditions set forth in the official notice of sale for the Bonds (the "NOS"). Bids will be entertained only from bidders to whom the NOS and the preliminary official statement describing the Bonds (the "POS") have been distributed. The NOS and the POS are available for viewing online and downloading through www.i-dealprospectus-com, or by receipt of hard copy. Further information may be obtained by contacting the Pittsburg Unified School District's Financial Advisor, Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839- 8200. Dated:March 1,2005 [TO BE PUBLISHED IN THE BOND BUYER ON TUESDAY,,MARCH 1, 2005,TO BE ARRANGED BY QUINT AND THIMMIG LLP] 16010.07 EXHIBIT D FORM OF SERIES A BONDS PITTSBURG UNIFIED SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2004, SERIES A ..........................................................................Noose@....................................................................................................................ago Sees Based Sea 686.0.889.***as a................................................ INTEREST RATE 0.8049982200 Sea 82:9as See sonMATURITY DATE D@.goes Iona@ I=@.wages footage@**@*ATED Dawassesoo 0.0000069ATE CSensesUSIP me @.Iomega @@son moso.son 9 Bassoons *sewed safteopea*....ses...Gosoom %dean@r annu@assessesmSeaDow80:846moose@ Auasseseagust 1, March 23, 2005one • s San@ Insensate iseami.00 in.*@*soma 0.889 man 20.9*9681999186 so.onesseems @*@*assesses oS:Q Rome.Banque on.so.$..senses &@memos REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The Pittsburg Unified School District (the "District") in Contra Costa County, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or provided for at the Interest Rate stated above, such interest to be paid on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2006. This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 2006, in which event it shall bear interest from the Dated Date specified above. Principal, interest and redemption premium (if any) are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond is registered (the "Registered Owner") on the Register maintained by The Bank of New York Trust Company, N.A., San Francisco, California (the "Paying Agent"). Principal and any redemption premium is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent. Interest is payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the registered owner of this Bond by first-class mail at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). This Bond is one of a series of $17,100,000 of Bonds issued to (a) finance real property acquisition or improvements, namely: financing for (i) construction of a new elementary school, and construction of a new junior high school, (ii) based on the various needs of the facilities in the District, improvements to schools and related facilities, including (A) completion of the repair and replacement of aging roofs, (B) replacement of aging plumbing and renovation of restrooms, (C) accessibility improvements to schools to comply with the American with Disabilities Act, (D) remove asbestos and other hazardous materials, and (E) improvements to comply with existing seismic and building codes, (iii) based on the various needs of the facilities in the District, including general site safety improvements, including lighting, fire alarms, and school telephone and communication systems, (iv) computer systems upgrades and improvements, including electrical systems, infrastructure and network improvements, (v) modernization of the Creative Arts Building at Pittsburg High School to serve the needs of students from all schools in the District and to serve community needs, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith. The Board hereby authorizes the issuance of the Series A Bonds, and the requisite fifty-five percent vote of the electors of the District cast at a special election held on November 2, 2004, upon the question of issuing Bonds in the amount of $40,500,000, and pursuant to Exhibit D Page 1 the resolution of the Board of Trustees of the District adopted on February 9, 2005 (the "District Resolution") and the resolution of the County Board of Supervisors adopted on February 15, 2005 (the "Bond Resolution"). This Bond and the issue of which this Bond is a part are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms,, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. The Series A Bonds maturing on or before August 1, 2013, are not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1, 2014, are subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without a premium. [If applicable:] The Bonds maturing on August 1, 20 (the "Term Bonds") are also subject to mandatory sinking fund redemption on August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Redemption Date Principal August 1 Amount If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities, unless otherwise directed by the District. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date these shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, Exhibit D Page 2 together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District., the County and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District, the County nor the Paying Agent will be required. (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents,by acceptance hereof, to all of the provisions of the Bond Resolution. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER., PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Exhibit D Page 3 IN WITNESS WHEREOF, the Pittsburg Unified School District, Contra Costa County,, official California,., has caused this Bond to be executed on behalf of the District and in their off i ial capacities by the manual or facsimile signatures of the Chair of the Board of Supervisors of Contra Costa County, the Clerk of said Board of Supervisors and the Treasurer-Tax Collector of Contra Costa County, and has caused the seal of the County to be affixed hereon, all as of the date stated above. [SEAL] CONTRA COSTA COUNTY By Ch r tof theoof the Ba of Supervisors By Clerk of the Board of Supervisors By Treasurer-Tax Collector CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Bond Resolution referred to herein. Date of Authentication: THE BANK OF NEW YORK TRUST COMPANY, N.A., as Paying Agent By Authorized Signatory Exhibit D Page 4 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 an NOTICE: The signature(s) on this Assignment must eligible guarantor. 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 D Page 5 f � M Quint&Thimmig LLP 01/11/05 PITTSBURG UNIFIED SCHOOL DISTRICT RESOLUTION NO. 04-16 RESOLUTION OF THE BOARD OF TRUSTEES OF THE PITTSBURG UNIFIED SCHOOL DISTRICT REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF$17,100,000 RESOLVED by the Board of Trustees (the "Board") of the Pittsburg Unified School District (the"District"), Contra Costa County (the"County"),State of California; WHEREAS, this Board duly called and an election was regularly held in the District on November 2, 2004, at which a proposition was submitted to the electors of the District to authorize the District to issue and sell bonds of up to$40,500,000 in aggregate principal amount to provide financing for (a) construction of a new elementary school, and construction of a new junior high school, (b) based on the various needs of the facilities in the District, improvements to schools and related facilities, including (i) completion of the repair and replacement of aging roofs, (ii) replacement of aging plumbing and renovation of restrooms, (iii) accessibility improvements to schools to comply with the American with Disabilities Act, (iv) remove asbestos and other hazardous materials, and (vi) improvements to comply with existing seismic and building codes, (c) based on the various needs of the facilities in the District, including general site safety improvements, including lighting, fire alarms, and school telephone and communication systems, (d) computer systems upgrades and improvements, including electrical systems, infrastructure and network improvements, (e) modernization of the Creative Arts Building at Pittsburg High School to serve the needs of students from all schools in the District and to serve community needs (collectively,the"Project"); WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds, payable from the levy of an ad valorem tax against the taxable property in the District (the"Bonds"); WHEREAS, the District wishes at this time to institute proceedings for the issuance and sale of the first series of Bonds in the aggregate principal amount of not to exceed $17,100,000 for the purpose of raising funds needed to finance a portion of the Project and other authorized costs; and WHEREAS, section 15140 of the California Trustees Code (the"Trustees Code") requires that general obligation bonds of the District shall be offered for sale by the board of supervisors of the county, the county superintendent of which has jurisdiction over the District, as soon as possible following receipt of a resolution adopted by the Board; NOW,THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board of Trustees of the Pittsburg Unified School District,as follows: 16010.07 Section 1. Request. The Board hereby requests the Board of Supervisors of Contra Costa County (the "Board of Supervisors") to issue a first series of the Bonds, to be designated the "Pittsburg Unified School District(Contra Costa County,California) General Obligation Bonds, Election of 2004, Series A" (the "Series A Bonds") in the aggregate principal amount of seventeen million one hundred thousand dollars ($17,100,000) for the purpose of raising money for the Project. Section 2. Series A Bond Terms. The Series A Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of $5,000 each or any integral multiple thereof, and shall be dated as of their date of delivery. The Series A Bonds shall bear interest from their date of delivery to maturity of each of the Series A Bonds at a rate or rates not in excess of twelve percent (12%) per annum. Interest shall bepayable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2006, until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof,unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date., or (b) it is authenticated on or before January 15,2006, in which event it shall bear interest from its date of delivery. The Series A Bonds shall mature (or,alternatively,be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts specifically set forth in the winning bid for the purchase of the Series A Bonds. The term of the Series A Bonds shall not exceed twenty-five(25)years. Section 3. Sale of the Series A Bonds. The Board hereby requests that the Board of Supervisors of the County offer the Series A Bonds for public sale on March 9, 2005, or as soon thereafter as practicable. The District hereby consents to Zions First National Bank submitting a bid for the Series A Bonds. Section 4. Tax Covenants. (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Series A Bonds are not so used as to cause the Series A Bonds to satisfy the private business tests of section 141(b) of the Code (as hereinafter defined) or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series A Bonds to be"federally guaranteed" within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with section 148(f) of the Code,relating to the rebate of excess investment earnings, if any, to the federal government., to the extent that such section is applicable to the Series A Bonds. -2- (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Series A 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 Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Series A Bonds from the gross income of the registered owners of the Series A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series A Bonds. Forpurposes of this Section 5, the term "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series A Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Section 5. 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. Notwithstanding any other provision of this Resolution or the Issuance Resolution, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default;however, any holder or beneficial owner of the Series A Bonds may, take such actions as may be necessary and appropriate to compel performance, *including seeking mandate or specific performance by court order. For purposes of this Section 6, the term "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 6, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 6. Official Statement. The Board 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 Series A Bonds in substantially the form submitted by Felling Northcross & Nobriga, as financial advisor to the District, and on file with the Secretary of the Board. The Superintendent or his designee is hereby authorized to execute an appropriate certificate stating the Board's 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 Series A Bonds is hereby approved. The Superintendent or his designee is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement and the execution thereof by the Superintendent or his designee shall be conclusive evidence of his approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Series A Bonds. The final Official Statement shall be executed in the name and on behalf of the District by the Superintendent or his designee. -3- . f Section 7. Appointment of Paving Agent. The Board hereby appoints The Bank of New York Trust Company, N.A., San Francisco, California, to act as the authenticating agent, Bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and to the County Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the District and the County Treasurer-Tax Collector. A successor Paying Agent shall be appointed by the District with the written consent of the County Treasurer-Tax Collector, which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the County Treasurer-Tax Collect or, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor. The County shall promptly cause to be published at District expense the name and principal corporate p p to trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 8. Redemption of Series A Bonds. (a) Optional Redemption. The Series A Bonds maturing on or before August 1, 2013, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1, 2014, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without a premium. (b)Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. _4_ Section 9. Official Actions. The Superintendent, the Business Manager, the Board of Trustees President and any designee of such persons 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 assignments, certificates, requisitions, agreements,, notices, consents, instruments of conveyance, warrants 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 Series A Bonds. Section 10. Indemnification. The District shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees(the"Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject, because of action or inaction related to the Series A Bonds. The District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 11. Submission of Request. The Secretary of the Board of Trustees is hereby directed to file a certified copy of this Resolution with the Clerk of the Board of Supervisors of the County,the County Superintendent of Schools and the County Treasurer-Tax Collector. Section 12. Effect.This Resolution shall take effect immediately. PASSED AND ADOPTED this 9th day of February, 2005, at a meeting of the Board of Trustees by the following vote: AYES: NOES: ABSENT: A Clerk of le Bo -5- I Quint &Thimmig LLP 01/11/05 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the PITTSBURG UNIFIED SCHOOL DISTRICT (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") in the name of the District of $17,100,000 Pittsburg Unified School District (Contra Costa County,, California) General Obligation Bonds, Election of 2004, Series A (the "Series A Bonds"). The Series A Bonds are being issued pursuant to a resolution adopted by the Board of Trustees of the District on February 9, 2005, and a resolution adopted by the Board on February 15, 2005 (collectively, the "Resolution"). The District covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Series A Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions- In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the District pursuant to., and as described in, Sections 3 and 4 of this Disclosure Certificate. ."Dissemination Agent" shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Series A Bonds required to comply with the Rule in connection with offering of the Series A Bonds. "Repository"shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. 16010.07 Section 3. Provision of Annual Reports. (a) The District shall, or upon written direction shall cause the Dissemination Agent to, not later than nine months after the end of the District's fiscal year (which date would be March 31), 'commencing with the report for the 2003-2004 fiscal year, provide to each Repository and the Participating Underwriter an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other *information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the District's fiscal year changes, it shall give notice of such change to the Municipal Securities Rulemaking Board and each State Repository. The District shall provide a written certification'with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the District hereunder. (b) If the District is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the District shall send a notice to the Municipal Securities Rulemaking Board and each State Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (1) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) if the Dissemination Agent is other than the District, file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate., 'stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The District's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the District's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Unless otherwise provided in the audited financial statements filed on or prior to the annual filing deadline for Annual Reports provided for in Section 3 above, financial information and operating data with respect to the District for preceding fiscal year, substantially similar to that provided in the corresponding tables and charts in the official statement for the Series A Bonds: -2- (i) The District's approved budget for the then current fiscal year; (ii) Assessed value of taxable property in the District as shown on the recent equalized assessment role; and ('iii) Property tax levies, collections and delinquencies for the District, for the most recent completed fiscal year. Any or all of the items listed above may be included by specific reference to other documents,, including official statements of debt issues of the District or related public entities,which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement,, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under this Disclosure Certificate,, the District shall provide such further material information, if any, as may be necessary to make the specifically required statements., in the light of the circumstances under which they are made, not misleading. 0 *,r. Section 5. ReportinLy of Significant Events. (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series A Bonds, if material: (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax-exempt status of the security. (vii) Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls. (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law. The Dissemination Agent shall have no role nor any responsibility for such determination. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each Repository with a copy to the Participating Underwriter. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Series A Bond owners pursuant to the Resolution. Section 6. Termination of Re- orting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior prepayment or payment in full of all of the Series A Bonds. Section 7. Dissemination Agent. The District may,, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the District. Any Dissemination Agent may resign by providing thirty days' written notice to the District. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a) or 4, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Series A Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series A Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either(i) is approved by holders of the Series A Bonds in the manner provided in the Resolution for amendments to the Resolution with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Series A Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Municipal Securities Rulemaking Board and each Repository. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of -4- occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 9. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any holder or beneficial owner of the Series A Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. Section 10. Duties, Immunities and Liabilities of Dissemination Azent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the District for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the District and shall not be deemed to be acting in any fiduciary capacity for the District, the Bond holders or any other party. The obligations of the District under this Section 10 shall survive resignation or removal of the Dissemination Agent and payment of the Series A Bonds. Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District,, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Series A Bonds, and shall create no rights in any other person or entity. Section 13. Alternative Filine Location. Any filing under this Disclosure Certificate may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided at http://www.d*lsclosureusa.org, unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC, dated September 7,2004. Date: March 23, 2005 PITTSBURG UNIFIED SCHOOL DISTRICT By Authorized Officer EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD AND EACH STATE REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Pittsburg Unified School District Name of Issue: $17,100,000 Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2004, Series A Date of Issuance: March 23, 2005 NOTICE IS HEREBY GIVEN to [(i) each National Repository or the Municipal Securities Rulemaking Board and (ii) each appropriate State Repository] [the Municipal Securities Rulemaking Board] that the Pittsburg Unified School District (the "Obligor") has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated March 23, 2005. The Obligor anticipates that the Annual Report will be filed by Dated: PITTSBURG UNIFIED SCHOOL DISTRICT By Title Exhibit A