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Home My WebLink AboutMINUTES - 12092008 - C.102 TO: BOARD OF SUPERVISORS Contra `�� t�E'sE L °� a FROM: DAVID TWA, County Administratoroil - N Costa DATE: DECEMBER 9, 2008 °oma �w�k County Sra coon't't SUBJECT: ANTIOCH UNIFIED SCHOOL DISTRICT (SCHOOLS FACILITY IMPROVEMENT DISTRICT NO. 1) $10,000,000 SALE AND ISSUANCE OF GO BONDS SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: ADOPT Resolution 2008/718 authorizing, on behalf of Antioch Unified School District (Schools Facility Improvement District No. 1), the sale and issuance of General Obligation Bonds, Election of 2008, Series A, in a principal amount not to exceed $10,000,000. FISCAL IMPACT There is no fiscal impact to the County. 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 School District is issuing these bonds on authority granted by voter approval on June 3, 2008. CONSEQUENCES OF NEGATIVE ACTION Without the Contra Costa County Board of Supervisors authorization, the School District would not be able to issue the bonds, thereby delaying or preventing the implementation of projects approved by voters. CONTINUED ON ATTACHMENT: YES SIGNATURE: \ R�,,E,C�OOMMENDATION OF COUNTY ADMINISTRATOR ❑� RECOMMENDATION OF BOARD COMMITTEE ❑ L9'APPROVE ❑ OTHER \ SIGNATURE(S): AC ION OF BOARD ON L , � APPROVED AS RECOMMENDED ❑ OtHER VOTE OF SUPERVISORS: I HEREBY CERTIFY THAT THIS IS A TRUE AND / CORRECT COPY OF AN ACTION TAKEN AND V UNANIMOUS(ABSENT ) ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. AYES: NOES: ABSENT: ABSTAIN: ATTESTED: DECEMBER 9, 2008 Contact: LISA DRISCOLL (925)335-1023 DAVID TWA, CLERK OF THE BOARD OF cc: County Administrator's Office SUPERVISORS AND COUNTY ADMINISTRATOR Treasurer-Tax Collector „ Bill Madison (via CAO) f D�y' By. �_id1�4Q�Deputy RESOLUTION NO. 2008/718 A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF ANTIOCH UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS (SCHOOL FACILITIES IMPROVEMENT DISTRICT NO. 1), ELECTION OF 2008, SERIES A, IN THE ». AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,000,000 Adopted December 9,2008 r , TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; AUTHORITY Section1.01. Definitions................................................................................................................................2 Section 1.02. Authority for this Resolution.................................................................................................4 ARTICLE II THE BONDS Section2.01. Authorization..........................................................................................................................6 Section2.02. Terms of Bonds........................................................................................................................6 Section2.03. Redemption.............................................................................................................................'.7 Section2.04. Book-Entry System.................................................................................................................7 Section2.05. Form of Bonds.........................................................................................................................9 Section2.06. Execution of Bonds.................................................................................................................9 Section2.07. Transfer of Bonds...................................................................................................................9 Section2.08. Exchange of Bonds................................................................................................................10 Section2.09. Bond Register.........................................................................................................................10 Section2.10. Temporary Bonds..................................................................................................................10 Section 2.11. Bonds Mutilated,Lost,Destroyed or Stolen......................................................................10 ARTICLE III ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS; SECURITY FOR THE BONDS Section 3.01. Issuance and Delivery of Bonds..........................................................................................12 Section 3.02. Application of Proceeds of Sale of Bonds;Building Fund...............................................12 Section 3.03. Security for the Bonds..........................................................................................................13 ARTICLE IV SALE OF THE BONDS;DEBT SERVICE FUND;OFFICIAL STATEMENT Section4.01. Sale of the Bonds...................................................................................................................14 Section4.02. Debt Service Fund.................................................................................................................14 Section 4.03. Disbursements From Debt Service Fund...........................................................................14 Section4.04. Official Action. ..........................................:...........................................................................14 Section 4.05. Limited Responsibility for Official Statement...................................................................14 Section 4.06. No Liability of the County...................................................................................................15 Section 4.07. Indemnification of County...................................................................................................15 ARTICLE V COVENANTS OF THE BOARD Section5.01. Punctual Payment.................................................................................................................16 Section 5.02. Extension of Time for Payment...........................................................................................16 ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Paying Agent............................................................................................17 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS -i- Section7.01. Events of Default...................................................................................................................18 Section 7.02. Application of Funds Upon Default...................................................................................18 Section 7.03. Remedies of Bondowners. ...................................................................................................19 Section7.04. Non-Waiver...........................................................................................................................19 Section 7.05. Remedies Not Exclusive.......................................................................................................20 ARTICLE VIII SUPPLEMENTAL RESOLUTIONS Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners..........................21 Section 8.02. Supplemental Resolutions Effective With Consent to the Owners................................21 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Resolution Limited to Parties—... .....--.................. ......-...................... .....22 Section 9.02. Defeasance.............................................................................................................................22 Section 9.03. Execution of Documents and Proof of Ownership by Bondowners. .............................23 Section 9.04. Waiver of Personal Liability................................................................................................24 Section 9.05. Destruction of Canceled Bonds...........................................................................................24 Section 9.06. Partial Invalidity. ..................................................................................................................24 Section 9.07. Effective Date of Resolution................................................................................................24 EXHIBIT A FORM OF SERIES A BOND -ii- A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF ANTIOCH UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS (SCHOOL FACILITIES IMPROVEMENT DISTRICT NO. 1), ELECTION OF 2008, SERIES A IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $10,000,000 RESOLVED, by the Board of Supervisors of Contra Costa County (the 'Board"), as follows: WHEREAS, an election was duly and regularly held in the School Facilities Improvement District No. 1 ("Improvement District No. 1") of the Antioch Unified School District (the "District") on June 3, 2008 for the purpose of submitting to the qualified electors of Improvement District No. 1 the question whether general obligation bonds should be issued in the aggregate principal amount of$61,600,000, at which election more than fifty-five percent of the votes cast were in favor of the issuance of such bonds (the "Bonds"); WHEREAS, Section 15140 of the Education Code of the State of California (the "Education Code") requires that general obligation bonds of the District shall be offered for sale by the Board of Supervisors of Contra Costa County, as soon as possible following receipt of a resolution adopted by the Board of Trustees of the District;and WHEREAS, at this time the Board has received the resolution of the Board of Trustees of the District (the "District Resolution") requesting the issuance of one series of Bonds (the "Series A Bonds") in the aggregate principal amount of not to exceed Ten Million Dollars ($10,000,000);and WHEREAS, in its resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including the proposed issue of the Series A Bonds,is within all limits prescribed by law;and WHEREAS, the Board, in reliance upon the representations of the District, intends to sell the Series A Bonds, in a principal amount not to exceed $10,000,000, pursuant to this resolution and in conformity with the Act;and WHEREAS, this Board hereby authorizes the issuance and sale of the Series A Bonds pursuant to this resolution. ARTICLE I DEFINITIONS; AUTHORITY Section 1.01. Definitions. The terms defined in this Section 1.01, as used and capitalized herein, shall, for all purposes of this Resolution, have the meanings ascribed to them below, unless the context clearly requires some other meaning. "Act" means Article 3 and Article 9 of Chapter 2 of Part 10 of Division 1 of the California Education Code as in effect on the date of adoption hereof (commencing with Section 15140). "Articles," "Sections' and other subdivisions refer to the corresponding Articles,Sections or subdivisions of this Resolution, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. "Board" means the Board of Supervisors of Contra Costa County,California. "Bond Counsel" means any attorney or firm of attorneys nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities. "Bonds" means the Series A Bonds at any time Outstanding pursuant to this Resolution. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the payment of the purchase price of the Bonds by the Original Purchaser. "County" means Contra Costa County, California. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Debt Service Fund" means the fund established and held by the County for the District under Section 4.02. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.04. "Depository System Participant" means any participant in the Depository's book-entry system. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. -2- "District" means the Antioch Unified School District, and any successor thereto. "District Representative" means the Superintendent of the District or any other person authorized by resolution of the Board of Trustees of the District to act on behalf of the District with respect to this Resolution and the Bonds. "District Resolution" means the "Resolution of the Board of Trustees of the Antioch 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 Not To Exceed $10,000,000" adopted by the District's Board of Trustees on November 12, 2008 requesting the issuance of the Bonds by the Board. "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest. "Information Services" means Financial Information, Inc.'s Financial Daily Called Bond Service; Interactive Data Corporations Bond Service; Kenny Information Service's Called Bond Service; Moody's Municipal and Government; Standard & Poor's Called Bond Record; or any successor or assigns of any of the preceding services. "Issuance Expenses" means all items of expense directly or indirectly reimbursable to the District relating to the issuance, execution and delivery of the Bonds,including,but not limited to, filing and recording costs, costs of conducting the election, settlement costs, printing costs, reproduction and binding costs, legal fees and charges, fees and expenses of the Paying Agent, financial advisor and other professional consultant fees, costs of obtaining credit ratings, municipal,bond insurance premiums, fees for execution, transportation and safekeeping of the Bonds,and charges and fees in connection with the foregoing. "Official Statement" means, inclusively, the preliminary and final official statements for the sale of the Bonds in the forms approved by the District under the District Resolution. "Original Purchaser" the E. J. De La Rosa & Co., first purchaser of the Bonds, pursuant to the Purchase Contract. "Outstanding," when used as of any particular time with reference to Bonds, means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation, (b) Bonds paid or deemed to have been paid within the meaning of Section 9.02 hereof;and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized,executed,issued and delivered by the District pursuant to the Resolution. "Ozunei" means any person who shall be the registered owner of any Outstanding Bond. -3- "Paying Agent" means The Bank of New York Mellon Trust Company, N.A., the Paying Agent appointed by the District and acting as paying agent, registrar and authenticating agent for the Bonds,its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 10 of the District Resolution. "Purchase Contract" means the Bond Purchase Contract, dated the date of sale of the Bonds to the Original Purchaser, between the District and the Original Purchaser, and acknowledged by the County Treasurer. "Principal Office" means the principal corporate trust office of the Paying Agent in San Francisco, California, or such other office or offices as may be specified by the Paying Agent in writing to the District and the County from time to time. "Regulations" means temporary and permanent regulations promulgated under the Tax Code. "Resolution"or "Bond Resolution" means this Resolution. "Securities Depositories" means The Depository Trust Company, 711 Steward Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the District may designate in a Written Request of the District delivered to the Paying Agent. "Series A Bonds" means the bonds designated "Antioch Unified School District General Obligation Bonds, Election of 2008 (School Facilities Improvement District No. 1), Series A," as specified in Section 2.01. "Supplemental Resolution" means any resolution supplemental to or amendatory of this Resolution,adopted by the Board in accordance with Article VIII hereof. "Tax Code" means the Internal Revenue Tax Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable final Regulations promulgated under the Tax Code. "Treasurer" means the Treasurer/Tax Collector of the County, or any deputy or designee thereof. "Written Request of the District" means an instrument in writing signed by the District Representative or by any other officer of the District duly authorized by the District and listed on a Written Request of the District for that purpose. Section 1.02. Authority for this Resolution. This Resolution is entered into pursuant to the provisions of the Act. The provisions of this Resolution relating to payment of principal of and interest on the Bonds are set forth in this Resolution solely at the request of the District for the convenience of the District in the administration of the Bonds, and not to create any -4- responsibilities for the Board of Supervisors of the County beyond the express statutory requirements contained in Sections 15140,15146 and 15250 of the Act. 1 _5_ ARTICLE II THE BONDS Section 2.01. Authorization. Series A Bonds are hereby authorized to be issued by the Board of Supervisors in the name of the District under and subject to the terms of the Act and this Resolution; provided that the aggregate principal amount of the Series A Bonds shall not exceed Ten Million Dollars ($10,000,000). Section 2.02.Terms of Bonds. (a) Form; Numbering. The Bonds shall be issued as fully registered Bonds, without coupons, in the denomination of $5,000 each or any integral multiple thereof. Bonds shall be lettered and numbered as the Paying Agent shall prescribe. (b) Date of Bonds. The Series A Bonds shall be dated the Closing Date. (c) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute.cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the District to use such CUSIP numbers in any notice to Owners of the Bonds shall not constitute an event of default or any violation of the District's contract with such Owners and shall not impair the effectiveness of any such notice. (d) Maturities; Interest and Payment. For the purposes of this Resolution, interest on the Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. The Series A Bonds shall bear interest from the date of the Series A Bonds to maturity of each of the Series A Bonds at a rate or rates not in excess of eight percent (8%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing August 1, 2009 (or such other date as shall be specified in the Official Statement for the Bonds), 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 July 15, 2009,in which event it shall bear interest from the Closing Date. The Series A Bonds shall mature (or, alternatively, be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts set forth in the Official Statement, with the final maturity of the Series A Bonds to be not more than 25 years from the delivery date of the Series A Bonds. -6- The Series A Bonds shall bear interest at such rate or rates as shall be determined upon the sale thereof in accordance with Section 5 of the District Resolution. Section 2.03. Redemption. The Bonds shall be subject to redemption in accordance with the provisions of the Official Statement. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the Bonds must be submitted for redemption, descriptive information about the Bonds, including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by first class mail, postage prepaid, to the original purchaser of the Bonds, to a Securities Depository and to an Information Service that disseminates securities redemption notices, and to the District and to the County, and by registered or certified mail or personal delivery to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond Register of the Paying Agent, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Section 2.04. Book-Entry System. (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of Cede & Co. (the "Nominee'). Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the District and the Paying Agent shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the District and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than an Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the District elects to redeem the Bonds in part, (iv) the payment to any Depository System -7- Participant or any other person, other than an Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The District and the Paying Agent may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond,and for all other purposes whatsoever. The Paying Agent shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than an Owner shall receive a Bond evidencing the obligation of the District to make payments of principal, interest and premium, if any, pursuant to this Resolution. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Paying Agent. (b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry system, the District and the Paying Agent shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the District or the Paying Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners. The Paying Agent agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Paying Agent. In addition to the execution and delivery of such letter, the District may take any other actions, not inconsistent with this Resolution,,to qualify the Bonds for the Depository's book-entry program. (c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the District determines to terminate the Depository as such, then the District shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the District and the Paying Agent in the issuance of replacement Bonds by providing the Paying Agent with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Paying Agent on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the District fails to identify another -8- Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee,but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article 2. Prior to its termination, the Depository shall furnish the Paying Agent with the names and addresses of the Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Resolution to the contrary, but subject to Section 4.06 of this Resolution, so long as any Bond is registered in the name of the Nominee, all payments by the District or the Paying Agent with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given,respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. Section 2.05. Form of Bonds. The Bonds, the form of the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon shall be substantially in the form, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution, as set forth in Exhibit A attached hereto. Section 2.06. Execution of Bonds. The Bonds shall be executed on behalf of the Board by the facsimile signatures of the Chairman, the Treasurer and the Clerk of the Board of Supervisors who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the District shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Board at the actual date of execution of such Bond by such persons who are serving the County in such capacity although at the dated date of such Bond any such person was not such officer of the County. Only such Bonds as shall bear thereon a certificate of authentication and registration in the form set forth in the form of the Bonds attached hereto, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so registered have been duly authenticated,registered and delivered hereunder and are entitled to the benefits of this Resolution. Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.09 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. The Paying Agent shall require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the District shall execute -9- and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. No transfers of Bonds shall be required to be made (a) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption. Section 2.08. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Paying Agent shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (a) fifteen days prior to the date established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a Bond after such Bond has been selected for redemption. Section 2.09. Bond Register. The Paying Agent shall keep or cause to be kept sufficient books for the registration and transfer of the Bond (the "Registration Books"), which shall at all times be open to inspection by the District upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as herein before provided. Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the District, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the District upon the same conditions and in substantially the same manner as the definitive Bonds. If the District issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Resolution as definitive Bonds executed and delivered hereunder. Section 2.11. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated the District, at the expense of.the Owner of said Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated,but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and delivered to, or upon the order of, the District. If any Bond shall be lost, destroyed or stolen,evidence of such loss, destruction or theft may be submitted to the District and, if such evidence be satisfactory to the District and indemnity satisfactory to it shall be given, the District, at the expense of the Owner, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The District may require -10- payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the District and the Paying Agent in the premises. Any Bond issued under the provisions of this Section 2.11 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the District whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Bonds issued pursuant to this Resolution. -11- ARTICLE III ISSUE OF BONDS; APPLICATION OF BOND PROCEEDS; SECURITY FOR THE BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Resolution the Board of Supervisors may issue and deliver the Bonds. The District Representative shall be, and is hereby, directed to cause the Bonds to be printed, signed and sealed, and to be delivered to the Original Purchaser upon the County Treasurer's receipt of the purchase price therefor and upon the Original Purchaser's performance of the conditions contained in the Purchase Contract. The Paying Agent is hereby authorized to deliver the Bonds to the Original Purchaser,upon receipt of a Written Request of the District. Section 3.02. Application of Proceeds of Sale of Bonds; Building Fund. The proceeds from the sale of the Bonds, to the extent of the principal amount thereof, shall be paid to the Treasurer to the credit of the fund hereby created and established and to be known as the "Antioch Unified School District Building Fund,Series A" of the District(the 'Building Fund"), which shall be accounted for separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purpose for which the Bonds are being issued. The interest earned on the monies deposited to said Building Fund shall be deposited in said Building Fund and used for the purposes for which the Bonds have been authorized. Any excess proceeds of the Bonds not needed for the authorized purposes set forth herein for which the Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of principal and interest on the Series A Bonds, at the written direction of the District. If, after payment in full of the Series A Bonds there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District, pursuant to Section 15234 of the Act. There shall be deposited with the Paying Agent an amount equal to the portion of the premium realized on the sale of the Bonds which has been designated to pay Issuance Expenses. Any accrued interest and premium paid on the Bonds by the Original Purchaser and received by the Treasurer shall be deposited in the Debt Service Fund,created in Section 4.02. The Treasurer shall invest monies deposited to said Building Fund in any investments permitted by law including Section 16429.1 of the Government Code, Sections 53601 et seq. of the Government Code, and Section 53635 of the Government Code, in the Local Agency Investment Fund held by the State Treasurer,and in any other investments which the Treasurer deems to be prudent investments. In addition, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment contract upon the written recommendation of the District Representative, provided that such investment contracts are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating -12 categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Bonds shall be notified in writing by the District prior to the District entering into said investment contract; and provided further that any such investment contract shall contain provisions satisfactory to any rating agency maintaining a rating on the Bonds, specifying that; in the event the long-term debt rating of the provider of the investment contract is suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment contract shall, within ten (10) days, deliver to a third party collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment contract; and further specifying that, in the event the long-term debt rating of the provider of the investment contract is withdrawn or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to said rating agency's third highest long-term rating category, without regard to rating subcategories, such investment contract shall terminate, and the full principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. Section 3.03. Security for the Bonds. The Bonds are general obligations of the District, and the Board of Supervisors has the power, is obligated and shall levy ad valorem taxes upon all property within the District subject to taxation without limitation of rate or amount, for the payment of the Bonds and the interest thereon, in accordance with and subject to Sections 15250 and Section 15252 of the Act. -13- ARTICLE IV SALE OF THE BONDS; DEBT SERVICE FUND; OFFICIAL STATEMENT Section 4.01. Sale of the Bonds. The Series A Bonds shall be sold on a negotiated basis to the Original Purchaser, as provided in the District Resolution. The County Treasurer is authorized to sign the Purchase Contract, so long as the principal amount of the Bonds does not exceed $10,000,000, so long as the discount on the purchase price of the Bonds does not exceed 1.3%,and so long as the interest rate on the Bonds does not exceed 8%. Section 4.02. Debt Service Fund. The County Auditor-Controller shall create and maintain while the Bonds are outstanding an interest and sinking fund for the Series A Bonds (the "Debt Service Fund"), which shall be maintained by the County Auditor-Controller as a separate account,distinct from all other funds of the District,into which shall be paid on receipt thereof, (i) the portion of the Bond proceeds constituting accrued interest or premium on the Bonds, as specified in Section 3.02 of this Resolution, and (ii) the proceeds of any taxes levied pursuant to Section 3.03. The Debt Service Fund shall be administered and disbursements made in the manner set forth in Section 4.03 hereof. Section 4.03. Disbursements From Debt Service Fund. The moneys in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as the same become due and payable, shall be transferred by the Treasurer to the Paying Agent which, in turn,shall pay such moneys to DTC to pay the principal of and interest on the Bonds. DTC will thereupon make payments of principal and interest on the Bonds to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Bonds. Any moneys remaining in the Debt Service Funds after the Bonds and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund of the District,pursuant to Section 15234 of the Act. Section 4.04. Official Action. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Bonds are hereby approved, and the County Treasurer and all other officers of the County are hereby authorized and directed for and in the name and on behalf of the Board, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution. Section 4.05. Limited Responsibility for Official Statement. Neither the Board of Supervisors nor any officer of the County has prepared or reviewed the official statement of the District describing the Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for -14- inclusion in the District's Official Statement and in a "preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Bonds that the information contained in such section does not contain any 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 are made,not misleading. Section 4.06. No Liability of the County. Notwithstanding anything stated to the contrary in this Resolution, (a) the Bonds are not a debt of the County, including its Board, officers, officials, agents and employees, and the County, including its Board, officers, officials, agents and employees, has no obligation to repay the Bonds; (b) the Board's sole responsibilities hereunder are to issue, sell and levy a tax for the repayment of the Bonds, as provided in Sections 15140, 15146 and 15250, respectively, of the Act, and (i) neither the County, nor the Board, nor any officer, official, agent or employee of the County, shall have any obligation or liability, hereunder or in connection with the transactions contemplated hereby other than as specified in said Education Code Sections; (ii) the Bonds, including interest thereon, shall be payable solely from taxes levied by the Board pursuant to Section 15250 of the Act; and (iii) the County, including its Board, officers, officials, agents and employees, shall retain all of their respective constitutional and statutory privileges, immunities, rights and defenses in carrying out their duties under this Resolution. Section 4.07. Indemnification of County. The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees ("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 adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Bonds in accordance herewith and with the District's resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. -15- ARTICLE V COVENANTS OF THE BOARD Section 5.01. Punctual Payment. The Board will levy ad valorem taxes, as provided in Section 15250 of the Act, so as to enable the District to punctually pay, or cause to be paid, the principal of and interest on the Bonds, in conformity with the terms of the Bonds and of this Resolution. Nothing herein contained shall prevent the District from making advances of its own moneys,howsoever derived,to any of the uses or purposes permitted by law. Section 5.02. Extension of Time for Pam. In order to prevent any accumulation of claims for interest after maturity, the Board will not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and will not, directly or indirectly, approve any such arrangement by purchasing or funding said claims for interest in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the District, such claim for interest so extended or funded shall not be entitled, in case of default by the District hereunder, to the benefits of this Resolution,'except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. -16- ARTICLE VI THE PAYING AGENT Section 6.01. Appointment of Paying Agent. The Bank of New York Mellon Trust Company, N.A., at its Principal Office in San Francisco, California, has been appointed by the District as the Paying Agent for the Bonds. The Paying Agent has undertaken to perform such duties, and only such duties, as are specifically set forth in this Resolution and the District Resolution. -17- ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS Section 7.01. Events of Default. Any one or more of the following events shall constitute an"event of default:" (a) if default shall be made by the District in the due and punctual payment of the principal of or redemption premium, if any, on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the District in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (c) if default shall be made by the District in the observance of any of the covenants, agreements or conditions on its part in this Resolution or in the Bonds contained, and such default shall have continued for a period of thirty (30) days after written notice thereof to the District Representative; or (d) if the District shall file a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, seeking reorganization of the District under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District or of the whole or any substantial part of its property. Section 7.02. Application of Funds Upon Default. All of the sums in the Debt Service Fund and accounts provided for in Section 4.02 hereof upon the occurrence of an Event of Default as provided in Section 7.01 hereof, and all sums thereafter received by the Paying Agent hereunder, shall be applied by the Paying Agent in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the costs and expenses of the Paying Agent hereunder and of the costs and expenses of Bondowners in declaring such event of default, including reasonable compensation to their agents, attorneys and counsel; Second, in case the principal of the Bonds shall not have become due and payable, to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at the rate of eight percent (8%) per annum (to the extent that such interest on overdue installments shall have been collected), such payments to be made ratably to the persons entitled thereto without discrimination or preference; -18- J Third,in case any principal of the Bonds shall have become and shall be then due and payable, all such sums shall be applied to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the rate of eight percent (8%) per annum (to the extent that such interest on overdue installments of interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 7.03. Remedies of Bondowners. Any Owner shall have the right, for the equal benefit and protection of all Bondowners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the District and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the District and the fulfillment of all duties imposed upon it; , (b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful,or the violation of any of the Bondowners' rights;or (c) upon the happening of any event of default (as defined in Section 7.01 hereof), by suit, action or proceeding in any court of competent jurisdiction, to require the District and its members and employees to account as if it and they were the trustees of an express trust. Section 7.04. Non-Waiver. Nothing in this Article VII or in any other provision of this Resolution, or in the Bonds, shall affect or impair the obligation of the District, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, or affect or impair the right of action against the District, which is also absolute and unconditional, of such Owners to institute suit against the District to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bondowners by this Article VI may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners of the Bonds. If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Bondowners, the District and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been -19- brought or taken. Section 7.05. Remedies Not Exclusive. No remedy herein conferred upon the Owners of Bonds shall be exclusive of any other remedy and that each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereafter conferred on the Bondowners. -20- ARTICLE VIII SUPPLEMENTAL RESOLUTIONS Section 8.01. Supplemental Resolutions Effective Without Consent of the Owners. For any one or more of the following purposes and at any time or from time to time, a Supplemental Resolution of the Board may be adopted, which, without the requirement of consent of the Owners of the Bonds,shall be fully effective in accordance with its terms: (a) To add covenants and agreements of the Board in this Resolution, which are not contrary to or inconsistent with this Resolution as theretofore in effect; (b) To add limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the Board which are not contrary to or inconsistent with this Resolution as theretofore in effect; (c) To confirm, as further assurance, any pledge of the District under this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held,under this Resolution; (d) To cure any ambiguity, supply any omission,or cure or correct any defect or inconsistent provision in this Resolution; or (e) To make such additions, deletions or modifications as may be necessary to assure exclusion from gross income for purposes of federal income taxation of interest on the Bonds. Section 8.02. Supplemental Resolutions Effective With Consent to the Owners. Any modification or amendment of this Resolution and of the rights and obligations of the District and of the Owners of the Bonds, in any particular, may be made by a Supplemental Resolution, with the written consent of the Owners of at least two-thirds in aggregate principal amount of the Bonds Outstanding at the time such consent is given. No such modification or amendment shall permit a change in the terms of maturity of the principal of any Outstanding Bonds or of any interest payable thereon or a reduction in the principal amount thereof or in the rate of interest thereon, or shall reduce the percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment,or shall change any of the provisions in Section 7.01 hereof relating to Events of Default, or shall reduce the amount of moneys pledged by the District for the repayment of the Bonds without the consent of all the Owners of such Bonds, or shall change or modify any of the rights or obligations of any Paying Agent without its written assent thereto. -21- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Board, the District, the Paying Agent and the Owners of the Bonds, any right,remedy,claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the District shall be for the sole and exclusive benefit of the Owners of the Bonds. Section 9.02.Defeasance. (a) Discharge of Resolution. Bonds may be paid by the District in any of the following ways, provided that the District also pays or causes to be paid any other sums payable hereunder by the District: (i) by paying or causing to be paid the principal of and interest on Bonds Outstanding,as and when the same become due and payable; (ii) by depositing, in trust, at or before maturity, money or securities in the necessary amount(as provided in Section 9.02(c)) to pay Bonds Outstanding;or (iii) by delivering to the Paying Agent, for cancellation by it, Bonds Outstanding. If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all other sums payable hereunder by the District, then and in that case, at the election of the District (evidenced by a certificate of a District Representative, filed with the Paying Agent, signifying the intention of the District to discharge all such indebtedness and this Resolution), and notwithstanding that any Bonds shall not have been surrendered for payment, this Resolution and other assets made under this Resolution and all covenants, agreements and other obligations of the District under this Resolution shall cease, terminate, become void and be completely discharged and satisfied, except only as provided in Section 9.02(b). In such event, upon request of the District, the Paying Agent shall cause an accounting for such period or periods as may be requested by the District to be prepared and filed with the District and shall execute and deliver to the District all such instruments as may be necessary to evidence such discharge and satisfaction, and the Paying Agent shall pay over,transfer, assign or deliver to the District all moneys or securities or other property held by it pursuant to this Resolution which are not required for the payment of Bonds not theretofore surrendered for such payment. (b) Discharge of Liability on Bonds. Upon the deposit,in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 9.02(c) to pay any Outstanding Bond (whether upon or prior to its maturity date), then all liability of the District in respect of such Bond shall cease and be completely discharged, except only that thereafter the Owner thereof shall be entitled only to payment of the principal of and interest on such -22- Bond by the District, and the District shall remain liable for such payment,but only out of such money or securities deposited with the Paying Agent as aforesaid for such payment, provided further,however, that the provisions of Section 9.02(d) shall apply in all events. The District may at,any time surrender to the Paying Agent for cancellation by it any Bonds previously issued and delivered, which the District may have acquired in any manner whatsoever, and such Bonds,upon such surrender and cancellation, shall be deemed to be paid and retired. (c) Deposit of Money or Securities with Paying Agent. Whenever in this Resolution it is provided or permitted that there be deposited with or held in trust by the Paying Agent money or securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held in escrow for payment of the Bonds shall be: (i). lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity; or (ii) Federal Securities (not callable by the issuer thereof prior to maturity) the principal of and interest on which when due, in the opinion of a certified public accountant, knowledgeable in calculation of amounts necessary to defease municipal securities, delivered to the District, will provide money sufficient to pay the principal of and all unpaid interest to maturity, on the Bonds to be paid, as such principal and interest become due; provided, in each case, that the Paying Agent shall have been irrevocably instructed (by the terms of this Resolution or by request of the District) to apply such money to the payment of such principal and interest with respect to such Bonds. (d) Payment of Bonds After Discharge of Resolution. Notwithstanding any provisions of this Resolution, subject to Section 4.06, any moneys held by the Paying Agent in trust for the payment of the principal of, or interest on,any Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable, if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall, upon request of the District, be repaid to the District free from the trusts created by this Resolution, and all liability of the Paying Agent with respect to such moneys shall thereupon cease; provided, horaever, that before the repayment of such moneys to the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the Owners of all Bonds which have not been paid at.the addresses shown on the registration books maintained by the Paying Agent a notice in such form as may be deemed appropriate by the Paying Agent, with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the District of the moneys held for the payment thereof. Section 9.03. Execution of Documents and Proof of Ownership by Bondowners. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Bondowners may be in one or more instruments of similar tenor, and shall be executed by Bondowners in person or by their attorneys appointed in writing. -23- Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the District, the Paying Agent or the District Representative in good faith and in accordance therewith. Section 9.04. Waiver of Personal Liability. No board member, officer, agent or employee of the Board or the District shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such board member, officer, agent or employee from the performance of any official duty required by law. Section 9.05. Destruction of Canceled Bonds. Whenever in this Resolution provision is made for the surrender to the District of any Bonds which have been paid or canceled pursuant to the provisions of this Resolution, a certificate of destruction duly executed by the Paying Agent shall be deemed to be the equivalent of the surrender of such canceled Bonds and the District shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.06. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The Board hereby declares that it would have adopted this Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the District is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the District hereunder shall be assumed by and vest in the District Representative in trust for the benefit of the Bondowners. Nothing in this Section 9.06 is intended to create, nor shall the remaining portions of this Resolution create, any liability or obligation of the Board or the County beyond those specifically imposed by statute, as specifically referenced in Section 4.06. Section 9.07. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. -24- PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 9th day of December,2008,by the following vote: AYES: NOES: ABSENT OR NOT VOTING: By: Chair, Board of Supervisors (SEAL) Attest: By: Clerk of the Board -25- EXHIBIT A FORM OF BOND REGISTERED BOND NO. $ ANTIOCH UNIFIED SCHOOL DISTRICT (County of Contra Costa, California) GENERAL OBLIGATION BONDS (SCHOOL FACILITIES IMPROVEMENT DISTRICT No. 1) ELECTION OF 2008, SERIES A INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP per annum August 1, December_ 2008 REGISTERED OWNER: PRINCIPAL AMOUNT: The Antioch Unified School District (the "District") in County of Contra Costa, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or provided for at the Interest Rate stated above, such interest to be paid on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing August 1, 2009. 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 July 15, 2009, in which event it shall bear interest from the Dated Date provided 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 Paying Agent, initially The Bank of New York Mellon Trust Company, N.A., San Francisco, California. Principal and any redemption premium is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent. Interest is payable by check mailed by the Paying Agent on each Interest Payment Date to the registered owner of this Bond by first-class mail at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). Exhibit A Page 1 REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have 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 not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. This Bond is one of a series of $10,000,000 of Bonds issued for the purpose of raising funds needed for the purpose of raising money for the acquisition, construction and rehabilitation of school facilities as set forth in the proposition authorizing the issuance of the Bonds, and to pay all necessary legal, financial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite 55% vote of the electors of the District cast at a special election held on June 3, 2008, upon the question of issuing Bonds in the amount of$61,600,000, and pursuant to resolutions of the Board of Trustees of the District adopted on November 12, 2008 and the Board of Supervisors of Contra Costa County on December 9, 2008 (together, the "Bond Resolution"). This Bond and the issue of which this Bond is a part are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. The Bonds maturing on or before August 1, 20_are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after August 1, 20_are subject to redemption prior to maturity, at the option of the District, from any available source of funds, Exhibit A Page 2 on August 1, 20_and on any date thereafter, at the principal amount of Bonds to be redeemed, plus accrued 'interest to the date of redemption,without premium. [If applicable:] The Bonds maturing on August 1, 20_ (the "Term Bonds") are also subject to mandatory sinking fund redemption on August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium),together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Redemption Date Principal (August 1 Amount [to come,if applicable] If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in any order selected by the District. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any,and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, or 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. Exhibit A Page 3 Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given, or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution. Exhibit A Page 4 IN WITNESS WHEREOF, the Antioch Unified School District, Contra Costa County, California has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chairman of the Board of Supervisors of Contra Costa County, and the County Treasurer, and to be countersigned by the manual or facsimile signature of the Clerk of the Board, and its seal to be reproduced hereon, all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, solely in its capacity as issuer of this Series A Bond in the name of the Antioch Unified School District By: Chairman of the Board By: Treasurer (SEAL) ATTEST: By: Clerk Exhibit A Page 5 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 Mellon Trust Company, N.A.,as Paying Agent By : Authorized Signatory (FORM OF ASSIGNMENT) For value received,the undersigned do(es) hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and do(es)hereby irrevocably constitute(s)and appoint(s) attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises. Dated: SIGNATURE: Signature Guaranteed: Notice: Signature(s) must be guaranteed by a qualified Notice: The signature on this assignment must correspond guarantor. with the name(s) as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 6 LEGAL OPINION The following is a true copy of the opinion rendered by Jones Hall, A Professional Law Corporation, in connection with the issuance of, and dated as of the date of, the original delivery of, the Bonds. (Facsimile) Clerk of the Board of Education (Form of Legal Opinion) Exhibit A Page 7 [FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Series A Bonds described in the within-mentioned Resolution. Authentication Date: The Bank of New York Mellon Trust Company, N.A. as Paying Agent By: Authorized Signatory Exhibit A Page 8 - r (FORM OF ASSIGNMENT) For value received,the undersigned do(es) hereby sell,assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a qualified guarantor. NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 9 o I 11033-18 JH:WHM 11/3/08 11/5/08 ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2008-09-22 RESOLUTION OF THE BOARD OF TRUSTEES OF THE ANTIOCH 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 NOT TO EXCEED $10,000,000 WHEREAS, an election was duly and regularly held in the School Facilities Improvement District No. 1 ("Improvement District No. 1") of the Antioch Unified School District (the "District") on June 3, 2008 for the purpose of submitting to the qualified electors of Improvement District No. 1 the question whether general obligation bonds should be issued in the aggregate principal amount of $61,600,000, at which election more than fifty-five percent of the votes cast were in favor of the issuance of such bonds (the 'Bonds"); WHEREAS, the Board of Trustees of the District (the 'Board") wishes at this time to institute proceedings for the issuance and sale of two series of the Bonds in the aggregate principal amount of not to exceed$30,000,000;and WHEREAS, Section 15140 of the Education Code of the State of California requires that general obligation bonds of the District shall be offered for sale by the Board of Supervisors of Contra Costa County, as soon as possible following receipt of a resolution duly adopted by the Board of Trustees of the District prescribing certain terms of the Bonds; WHEREAS, in addition, Section 53506 et seq. of the California Government Code offers E agencies such as the District an alternative procedure for issuing general obligation bonds,under which the Bonds may be issued and sold directly by the District; NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board of Trustees of the Antioch Unified School District, as follows: Section 1. Request. The Board hereby requests the Board of Supervisors of Contra Costa County to sell one series of the Bonds, which shall be designated the "Antioch Unified School District (Contra Costa County, California) General Obligation Bonds (School Facilities Improvement District No. 1), Election of 2008,Series A" (the "Series A Bonds") for the purpose of raising money for the acquisition, construction, and rehabilitation of school facilities as set forth in the proposition authorizing the issuance of the Bonds; provided, that the aggregate principal amount of the Series A Bonds shall not exceed $10,000,000. In the event the Series A Bonds are not sold and issued in calendar year 2008 as "bank qualified obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, one series of Bonds shall be issued in 2009 by the District as "Series A Bonds" in the maximum principal amount of $30,000,000 E to a Resolution entitled: "A Resolution Of The Board Of Trustees Of.Antioch Unified School District Authorizing The Issuance And Sale Of Antioch Unified School District General Obligation Bonds (School Facilities Improvement District No. 1), Election Of 2008, Series B, In The Aggregate Principal Amount Of Not To Exceed $30,000,000," which Resolution is being adopted by the Board of Trustees on the date hereof. The Board hereby finds and determines that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including the proposed issue of the Series A Bonds, is within all limits prescribed by law. t Section 2. Approval of Board of Supervisors' Resolution. The resolution entitled, "A Resolution of the Board of Supervisors of Contra Costa County Authorizing the Issuance and Sale of Antioch Unified School District General Obligation Bonds, Election of 2008 (School Facilities Improvement District No. 1), Series A in the Aggregate Principal Amount of Not To Exceed $10,000,000" (the "Series A Bond Resolution"),in substantially the form presented to the Board at this meeting, together with any additions to or changes therein deemed necessary or advisable by the Board of Supervisors and a District Representative (as defined in Section 5 hereof),is hereby approved. The provisions of the Series A Bond Resolution relating to payment of principal of and interest on the Series A Bonds are set forth in the Bond Resolution solely at the request of the District for the convenience of the District in the administration of its Series A Bonds, and not to create any responsibilities for the Board of Supervisors of Contra Costa County beyond the express statutory requirements contained in Sections 15140, 15146 and 15250 of the Act, including specifically the obligation of the Board of Supervisors to levy ad valorem taxes within the District to pay principal of and interest and premium, if any, on the Series A Bonds. The District agrees to carry out and perform all of its obligations under the Series A Bond Resolution. Section 3. Interest. The Series A Bonds shall bear interest at the rate of not to exceed eight percent (8%) per annum, which interest shall be payable semiannually,on February 1 and August 1 of each year, commencing August 1, 2009, or such other date as shall be specified in the Official Statement for the Series A Bonds. Section 4. Dates; Maturities. The Series A Bonds shall be dated their date of delivery (or such other date as shall be specified in the Official Statement for the Series A Bonds), and shall mature on August 1 in the years 2010 through and including 2033, unless otherwise specified in the Official Statement for the Series A Bonds. Section 5. Sale of the Series A Bonds. The Board hereby approves the sale of the Series A Bonds by negotiation with De La Rosa & Co. (the "Underwriter"), and authorizes the execution and delivery of a Purchase Contract (the "Purchase Contract") by and between the District and the Underwriter, substantially in the forms on file with the District Representative, together with any changes therein or additions thereto approved by the District Representative. The District Representative is hereby authorized and directed to execute the Purchase Contract on behalf of the District upon submission of a proposal by the Underwriter to purchase the Series A; provided, however, that such proposal is acceptable to the District Representative and KNN Public Finance (the "Financial Advisor") and is consistent with the requirements of this Resolution. The discount paid for the Series A Bonds shall not exceed 1.3%. The District Board has decided to sell the Series A and Series B Bonds on a negotiated basis for the following reasons: A negotiated sale was selected because of conditions present in the current municipal bond market — specifically weak investor demand related to the worldwide financial crisis — and the District's desire to take advantagge of lower bank qualified interest rates by issuing the Series A Bonds prior to calendar year end. KNN Public Finance has been selected to act as financial advisor to the District, and Jones Hall has been selected as the District's bond counsel. The estimated costs of issuance associated with the sale of the Series A Bonds are $397,000 (assuming a Series A Bond sizing of $10,000,000), which include the underwriter's discount, bond insurance premium (if applicable), financial advisor and bond counsel fees, costs of printing the Official Statement, rating agency fees, paying agent fees, and other related costs. An estimate of the itemized fees and expenses for the Series A Bonds is on file with the Chief Business Official. -2- The estimated costs of issuance associated with the sale of the Series B Bonds are $332,000 (assuming a Series B Bond sizing of $10,000,000), which include the underwriter's discount, bond insurance premium (if applicable), financial advisor and bond counsel fees, costs of printing the Official Statement, rating agency fees, paying agent fees, and other related costs. An estimate of the itemized fees and expenses for the Series B Bonds is on file with the Chief Business Official. The District will determine the amount of the Series A Bonds and the Series B Bonds, as well as the years in which the Series A Bonds and the Series B Bonds mature, based upon information supplied by the Auditor-Controller and the Treasurer-Tax Collector of Contra Costa County and consultations with the Financial Advisor. Section 6. Tax Covenants. The following shall apply to the Series A Bonds under the Internal Revenue Code of 1986 and regulations and public guidance published thereunder (the "Tax Code"): (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the 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 Tax Code or the private loan financing test of section 141(c) of the Tax Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series A Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code. (c) Rebate Requirement.The District shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series A Bonds. (d) No Arbitrage. The District shall not take, orpermit or suffer to be taken by Contra Costa County, the Paying Agent (as defined in Section 10) or otherwise, 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 Tax 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 Owners of the Series A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Series A Bonds. (f) Designation Under Section 265(b)(3). The District hereby designates the Series A Bonds as "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Tax Code. The District represents, covenants and warrants that it has not and will not issue tax-exempt obligations (including the Series A Bonds) in the aggregate face amount of more than Ten Million Dollars ($10,000,000.00) during the 2008 calendar year. Section 7. Preparation of Official Statements. 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 Statements describing the Series A Bonds in substantially the forms submitted by the Financial Advisor, and on file with a District Representative. A District Representative is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statements have been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statements in connection -3- with the sale of the Series A Bonds is hereby approved. A District Representative is hereby authorized and directed to approve any changes in or additions to a final forms of the Official Statements, and the execution thereof by a District Representative shall be conclusive evidence of the approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statements by the Underwriter. The final Official Statements shall be executed in the name and on behalf of the District by a District Representative. A District Representative, in consultation with the Financial Advisor, is authorized and directed to execute the Official Statements and a statement that the facts contained in the Official Statements, and any supplemental or amendment thereto (which shall be deemed an original part thereof for the purpose of such.statement) were, at the time of sale of the Series A Bonds, true and correct in all material respects and that the Official Statements did not, on the date of sale of the Series A Bonds, and does not, as of the date of delivery of the Series A Bonds, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. A District Representative shall take such further actions prior to the signing of the Official Statement as are deemed necessary and appropriate to verify the accuracy thereof. Section 8. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. "Continuing Disclosure Certificate" shall mean certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Series A Bonds, as originally executed and as they may be amended from time to time in accordance with the terms thereof. Section 9. Official Actions. The District Representatives and any and all other officers of the District are each authorized and directed, for and in the name and on behalf of the District,to do any and all things and take any and all actions,including execution and delivery of y and all certificates, requisitions, notices, consents and other documents, which they, or an any of them, may deem necessary or advisable in order to consummate the lawful sale and issuance of the Series A Bonds. The Clerk of this Board is hereby authorized and directed to cause a copy of this resolution, duly certified as to adoption, with the Clerk of the Board of Supervisors of Contra Costa County immediately upon the adoption hereof. Section 10. Appointment of Paying Agent. (a) Appointment; Successors; Resignation. The Bank of New York Mellon Trust Company, N.A., at its principal office in San Francisco, California, is hereby appointed Paying Agent for the Series A Bonds. The Payin Agent undertakes to perform such duties, and only such duties, as are specifically set orth in this Resolution and the Series A Bond Resolution, and, even during the continuance of an event of default,no implied covenants or obligations shall be read into this Resolution and the Bond Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution and the Bond Resolution by executing and delivering to the District a certificate or other agreement to that effect. The District may remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision.or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to,then for the purposes of this Section 10 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. -4- The Paying Agent may at any time resign by giving written notice to the District and the Bondowners of such resignation. Upon receiving notice of such resignation, the District shall promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or removal of the Paying Agent and appointment of a successor Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent. (b) Paying Agent May Hold Series A Bonds. The Paying Agent may become the owner of any of the Series A Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent. (c) Liability of Agents. The recitals of facts, covenants and agreements herein and in the Series A & B Bonds contained shall be taken as statements, covenants and agreements of the District, and the Paying Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Resolution, the Bond Resolution or of the Series A Bonds, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution and the Bond Resolution. The Paying Agent shall not be liable in connection with the performance of its duties hereunder,except for its own negligence or willful default. In the absence of bad faith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Resolution and the Bond Resolution; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Bond Resolution. The Paying Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Paying Agent was negligent in ascertaining the pertinent facts. No provision of this Resolution or the Series A Bond Resolution shall require the Paying Agent to expend or risk its own funds or otherwise incur anfinancial liability in the performance of any of its duties hereunder,or in the exercise ofanyof its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Paying Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Paying Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. (d) Notice to Agents. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel,who may be of counsel to the District,with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Whenever in the administration of its duties under this Resolution or the Series A Bond Resolution the Paying Agent shall deem it necessary.or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unness other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively -5- proved and established by a certificate of the District, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution or the Series A Bond Resolution upon the faith thereof, but in its discretion the Paying Agent may,in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (e) Compensation, Indemnification. The District shall pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution and the Series A Bond Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution and the Bond Resolution. A District Representative is hereby authorized to execute an agreement or agreements with the Paying Agent in connection with such fees and expenses. The District further agrees to indemnify and save the Paying Agent harmless against any liabilities which itmay incur in the exercise and performance of its powers and duties hereunder which are=due to its negligence or bad faith. (f) Payment of Issuance Expenses. The District Representative is hereby authorized and directed to execute and necessary contract with the Paying Agent which specifies the duties of the Paying Agent regarding payment of Issuance Expenses from funds deposited with it for such purposes. Section 11. Indemnification of County.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 adoption of a resolution by the County Board of Supervisors providing for the issuance and sale of the Series A Bonds, or related to the proceedings for sale, award, issuance and delivery of the Series A Bonds in accordance therewith and herewith. 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 12. Effect. This Resolution shall take effect immediately. -6- PASSED AND ADOPTED by the Board of Trustees of the Antioch Unified School District this 12th day of November,2008,by the following vote: AYES: 5' NOES: ABSENT OR NOT VOTING: President of the Board of Trustee Attest: erk of the Bib, r of Trustees -7-