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HomeMy WebLinkAboutRESOLUTIONS - 01011993 - 1993-447 32()47-01 JHEiVrcBRC:jeb ,/ 7 RESOLUTION NO. 931447 RESOLUTION:OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA,CALIFORNIA, PROVIDING FOR THE ISSUANCE ANIS SALE OF BRENTWOOD UNION SCHOOL DISTRICT ,COUNTY OF CONTRA COSTA, CALIFORNIA, 1993 GENERAL OBLIGATION BONDS,IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,800,000 FOR THE PURPOSE OF FINANCING REAL PROPERTY ACQUISITION AND IMPROVEMENTS WHEREAS, the Board of Trustees (the`"Board of Trustees") of the Brentwood Union School District (the "District"), has certified'to the Board of Supervisors '(the "Board of Supervisors") of the County of Contra Costa(the "County") that an election has been regularly held:,in the District on November 6, 1990 for the purpose of voting upon the question of the issuance of bonds of said District in the principal amount of $9,800,0.00 for the purposes hereinafter stated,that at least two-thirds of the votes at said election were cast in favor of issuing said bonds, and that $5,000,000 of principal amount of the bonds have been issued, sold and delivered as of this date leaving $4,800,000 principal amount of the >>bonds authorized but unissued, and WHEREAS, a resolution of the 'Board of Trustees of the District has been received requesting this Board of Supervisors to issue and sell additional bonds in the principal amount of not to exceed $4,800,000 (the"District Resolution"),the provisions of which District Resolution are hereby'incorporated herein by this reference; NOW, THEREFORE, BE IT RESOLVED THAT: Section 1. Defnitiogs. For this Resolution, the following terms apply: "Accreted Interest"means the Compound Accreted Value thereof minus the Denominational Amount of any of the Series B Bonds as of the date of calculation. "Agent"means the Bank of America,National Trust and Savings Association,appointed as the registrar,transfer, authentication and paying agent for the 1993 Bonds. "Bondrimer'means s any insurance company which issues a municipal bond`insurance policy insuring ;the payment of principal of and interest on the Series A'Bonds and the Denominational Amount of and Accreted Interest on the Series B Bonds. "Band Purchase Contract" means the fully executed contract or agreement for the purchase and sale of the 1993 Bonds by and between the County on behalf of the District and purchaser of the 1993 Bonds. "'Capital An reciation Bond"means the Series B Bonds the interest component of which is compounded semiannually on each Interest Payment Date to maturity as shown in the table of Compound Accreted Value for such Series-B Bonds in tate Official Statement. "Com oun meted Value" means, as of the date of calculation, the Denominational Amount of any Capital Appreciation Bonds, plus Accreted Interest thereonto such date of calculation, compounded semiannually on each February 1 and August'1 at the stated yield to maturity of such 1993 Bond, assuming in any such semiannual period that such Compound Accreted Value increases in equal daily amounts'on the basis of a 360-days year;r f twelve 0-stay months. RESOLUTION NO.93/447 "Current Interest Bonds"means the Series A Bonds the interest on which is payable on each Interest Payment Date specified for each such Series A Bond as designated and maturing in the years and in the amounts set forth in the Bond Purchase Contract. "Closing Date"means the date uponwhich the 1993 Bonds are exchanged for the purchase price thereof "Denominational Amount"means,with respect to any Series'B Bonds,the denominational amount specified in the Bond Purchase Contract.' "Informational Services"means Financial Information,Inc.'s Financial Daily Called Bond Service; Interactive Data Corporation's Bond Service; Kenny Information Service's Called Band Service;Moody's'Municipal and Government; or Standard&Poor's Called Bond Record. "Interest'Payment Date" means, the stated maturity dates' of the Series B Bonds, as applicable,:except that with respect to the prior redemption of the Series B Bonds and for the Series A Bonds, Interest Payment Date shall mean each February 1 and August 1, commencing on February 1 1994. "Maturity Value" means the Compound Accreted'Value of any Series''B Bond on its maturity date. "1993 Bonds"means,collectively,the Series A'Bonds and the Series B Bonds. " wn 'r"means the registered owner of any 1993'Bonds as shown on the Bond Register of the Paying Agent under Section 9 hereof. "Principal"or"Principal Amount"means,with respect to the Series A Bonds,the principal amount thereof,and,with respect to the Series B Bonds,the Denominational Amount. "Principal Office"means the principal corporate trust office of the Agent in San Francisco, California. "Record Date' means the 15th day of the calendar month preceding an interest Payment Date,whether or not such 15th day is a business day. "Securities Depositories" means The Depository Trust Company, 711 Steward Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 2274190; Midwest Securities Trust Company,Capital Structure-Call Notification,440'South'La Salle Street, Chicago, Illinois 60605, Facsimile transmission (312)663-2343; and Philadelphia Depository Trust Company,Reorganization Division, 1900 Market Street,Philadelphia,Pennsylvania 19103, Facsimile transmission: (215)496-5058. "Series A Bonds'means the Current Interest Bonds. "Series B' ands'means the Capital Appreciation Bonds. "Transfer Amounl"shall mean the Maturity Value. -Treasure 'means the Treasurer-Tax Collector of the County of Contra Costa or a deputy or designee thereof. Section 2. Authorization cif "_3 Rollds. For the purpose of raising money for the District for real property acquisition and improvements,including(a)the purchase of land for a new middle school site and the construction and acquisition of improvements thereto including school buildings,and(b) the making of alterations and additions to the Edna Hill Middle School (other than such as may be necessary for current maintenance or repairs)and to pay all necessary 2-,.. -2- .......... ....... ............. .......::.,:.......:,.:.:.,::,,,.,...,,..,::........ ... legal,financial engineering and:contingent'costs in connectiontherewith (the"Project"),the Board of Supervisors of the County hereby authorizes the issuance of bands designated "Brentwood Union School District,Contra'Costa'County,Califomia 1993 General Obligation Bonds,Series A and'Series B", in the total, aggregate Principal and Denominational Amount of not to exceed $4,804,044 and substantially in the farms of Exhibit A and B hereto,'respectively. Section '3. Tgra$f,1M. 1993 Bonds. (a)12eno ination,Lnterest.Dated bates.The 1993 Bonds shall be issued as fully registered Bonds registered as to both principal and interest, in the denominations of, with respect to the Series A Brands,$5,000 Principal Amountor any integral multiple thereof,and with respect to the Series B Bands, $5,000 Maturity Value,or any integral multiple thereof;provided that one Series B Bond may be issued in an odd Maturity'Value. Each Series B Bond shall be dated, and shall accrete Accreted Interest from, its date of initial issuance.Series B will not bear interest on a current basis. Each Series A Bond shall be dated,August 1, 1993 and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless it is authenticated as of a.day during the period'from the 16th day of the month next preceding any Interest Payment Date to that Interest Payment Date,inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated on or before'February l,'1994, in which event it shall bear interest from August 1, 1993. Interest on the Series A Bonds shall be paid on February 1 and September 1 of each year(the"Interest Payment Dates")commencing February 'l, 1994,until the principal amount:of Series A Bonds has been paid or provided'for. The 1993'Bonds shall bear interest or accrete interest at a rate or rates such that the interest rate shall not exceed 12%per annum,which rate or rates shall be as set forth in the Bond Purchase Contract. The Series A Bonds shall mature on August 1 of the years and in the amounts specified in the Bond Purchase Contract. The Series B Bonds shall mature in the years and shall be issued in the 'aggregate Denominational Amount,and shall have an interest rate and shall have Denominational Amounts per each five thousand'dollars ($5,044) in Maturity Value as shown in the Compound Accreted Value table, all as set forth in the Bond Purchase Contract; provided, that in the event that the amount shown in such Compound'Accreted Value table and the Compound'Accreted Value calculated by the District by application of the definition of Compound Accreted Value set forth in Section 1 differ,the latter amount shall be the Compound Accreted Value of such Series B Bond. (b)Redon..The provisions for redemption of the 1393 Bonds, including applicable dates and provisions for premium, if any,shall be as set forth'in the Bond Purchase Contract, the provisions'of which are hereby incorporated herein by this reference.' (c)S ''on of!1„993 Bons for Redemption.If less than all of the 1993 Bonds of any one maturity shall be called for redemption, the particular 1993 Bonds or portions of 1993 Bonds of such maturity to be redeemed shall be selected by lot at the direction of the District by the Agent(as defined in Section 11 'below) in such manner as the Agent in its discretion may determine; prodded,however,that the portion of any(Series'A Bond to be redeemed shall be in the Principal Amount of$5,000 or some multiple thereof and the portion of any Series B Bond to be redeemed in part shall be m integral multiples of the Compound Accreted Value'....per$5,044 Maturity Value of each Series B Bond.If less than all of the 1993 Bunds stated to mature on different dates shall be called for redemption,the particular Bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities. -3- (d) Notice of Redemption. The Agent shall give notice of the redemption of the 1993 Bonds at the expense of the District. Such notice shall specify: (a) that the 2993 Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP:numbers of the 1993 Bond's 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 1993 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 1993 Bond to be redeemed, the portion of the Principal Amount or Maturity Value of such 1993 Bond to be redeemed,together with interest accrued to said date in the case of the Series B Bonds, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and-;be payable. Notice of redemption shall be by registered or certified mail or delivery service, postage prepaid,to the respective Owners of the 1993 Bonds designated for redemption at their addresses shown on the Bond registration books of the Agent, and, by first class mail, postage prepaid,to the original purchaser of the 1993 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,in every case at least 30 days,but not more than 60 days,prior to the redemption date;,�r�,vi d 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 1993 Bonds. Section 4. Execution of 1993 Bonds. The 1993 Bonds shall be signed by the Chairman of the Board of Supervisors and the Treasurer by their manual or facsimile signatures and countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by the Clerk of the Board of Supervisors, all in their official capacities. No 1993 Band shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the 1993 Bond is signed by the Agent as authenticating agent. Authentication by the Agent shall be conclusive evidence that the 1993 Bond so authenticated has been duly issued,signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 5. ARIjointment f Paying Ate• Bank of America, National Trust and Savings Association, is hereby appointed to act as the Agent for the 1993 Bonds to perform the duties thereof as herein provided. Section 6. Payment. Payment of interest on any Series A Bond on any Interest Payment Date shall be made to the person appearing on the registration books of tate Agent as the Owner thereof as of the Record Date immediately preceding such Interest Payment Date, such interest to be paid by check mailed to such'Owner on the Bond Payment Date at:his address as it appears on such registration books or at such other address as he may have filed with the Agent for that purpose on or before the Record Date.The Owner of an aggregate Principal Amount of Series A of$1,000,000 or more may request in writing to the Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Agent as of the Record Date.The principal,and prepayment premiums, if any:payable on the Series A Bonds and the Compound Accreted Value and prepayment premiums, if any, on the Series B Bonds shall be payable upon maturity or prepayment upon surrender at the principal office of the Agent.The interest,Accreted Interest,principal and prepayment premiums,if any,on the 1993 Bonds shall be payable in lawful money of the United States of America.The Agent is hereby authorized to pay the 1993 Bonds when duly presented for payment at maturity,and to cancel all 1993 Bands upon payment thereof. Section 7. Defeasance. The 1993 Bonds may be defeased prier to maturity in the following ways (a) h,: by irrevocably depositing with the County an amount of cash,which together with amounts then on deposit in the Debt Service Fund(as hereinafter defined),is sufficient to pay all 1993 Bonds outstanding,including all principal and interest and'premium,if any,or -4 RIPx by,irrevocably depositing with the County, noncallable United Mates Obligations together with cash,if required,in such amount as will,in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the O3 bt Service Fund together with the interest toaccrue thereon, be fully sufficient to pay and discharge all 1993 Bonds Otcluding .dt principal and interest represented thereby and prepayment premiums,if any)at or before their maturity bate; then,notwithstanding that any 1993 Bands shall not have been surrendered for payment, all obligations of the District,and the County with respect to all outstanding 1993 Bonds shall cease and germinate,except only,the obligation of the County and the Agent to pay,or cause to be paid from funds depositedpprsuaat to paragraphs(a) or(b) of this Section,to the owners of the 1993 Bonds not so surrendered and paid all sums due with respect thereto.' For purposes of this Section,united States Obligations shall mean: Direct.,and general obligations of the United States of America, or obligations that are unconditionally guaranteed as;to priocipal acrd interest by the United States of America,including (in the case of direct and general obligations of the United States of America)evidences of direct ownership of proportionate interests in future interest ar principal payments of such obligations. Investtuents in such proportionate interests'must be limited to circumstances wherein (a)a bank or trust company acts as custodian and holds the underlying United States obligations;(b)the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States obligations;and(c)the underlying United States obligations are bald in a special account, segregated from the custodian'sgeneral assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian,or any person to whom the custodian may be obligated; provided that'such obligations are rated or assessed"AAA„by Standard&Poor's. Section 8. Agent: .Transfer and Exchange. So long! as any of the 1993 Bonds remain outstanding,the District w'iff cause the Agent to maintain and beep at the Principal Clffice all books and records necessaryfor the registration, exchange ;and transfer of the 1993'Bonds as provided in this Section.Subject to the.provisions of Section 9,the person in whose name a 1993 Bund is registered on the registration books of the Agent shall be regarded as the absolute owner of that 1993 Bond for ApNrposl es of this Resolution.Payment of or on account of the principal of and interest on any shall be made only to or upon the order of that person;neither the District, the County nor, the Agent shall be affected by any notice to' the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the Distriet's liability upon the 1993 Bonds,including interest,to the extent of the amount or,amounts:so paid. Any.1}93 Bond may be exchanged for 1993 Bonds of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Agent,'together with a =,&Afistacfory-, for exchane signedby the registered owner or by a person legally empowered to do soin to the Agent. A Series B .on may be transferred only on the Agent Upon presentation and'surrender of the 1993 Bond at the pra ncipal corporate trust office cif.the Agent together with an assignment executed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Agent. Upon exchange or transfer the Agent shall complete, authenticate and deliver a new 1993 Bond or 1993 Bonds of any;authorized denomination or denominations requested by the owner equal in the aggregate to the unmatured principal amount or laturity S slue of the 1993 Band surrendered and bearing or accreting interest O the same rate and maturing on the same date. Series A Bonds and Series B Bonds may not be. exchanged for one another. If manual signatures on behalf of the County aye regruired, the Agent shall undertake the exchange or transfer of 1.993 Bonds only.after the new 1993 Bonds are signed by the authorized officers of the County.In all cases of exchanged or transferred Series B Bonds,the County shall _5_ sign and the Agent shall authenticate and deliver 1993 Bonds in accordance with the provisions of this Resolution.All fees and costs of transfer shall be paid by the transferor.Those charges may be required to be paid before the procedure is begun for the exchange or transfer. All 1993 Bonds issued upon any exchange or transfer shall be valid obligations of the District,evidencing the same debt, and entitled to the same security and benefit under this Resolution as the 1993 Bonds surrendered uponthat exchange or transfer. Any 1993;Bond surrendered to the Agent for payment,;retirement,exchange,replacement or transfer shall be canceled by the Agent.The District and the County may at any time deliver to the Agent for cancellation any previously authenticated and delivered 1993 Bonds that the District and the County may have acquired in any:manner whatsoever, and those 1993 Bonds shall be promptly canceled by the Agent. Written reports of the surrender and cancellation of 1993 Bonds shall be made to the District and the County by the Agent at least twice each calendar year. The canceled 1993 Bonds shall be retained for a period of time and then returned to the District or destroyed by the Agent as directed by the District.' Neither the District,the County nor the Agent will be required(a)to issue'or transfer any 1993 Bonds during a period beginning with the opening of business on the 15th business'day next preceding either any Interest Payment Date or any;date of selection of 1993 Bon&to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or(b)to transfer any,1993 Bonds which have been selected'or called for redemption in whole or in part. Section .9. Bim,-ElIlry Oniv Sustem. The Depository Trust Company, New York, New York ("DTC") shall act as the initial securities depository (the"Depository") for the 1993 Bonds. One 1993 Bond for each maturity'thereof shall'be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution,authentication, and delivery,the ownership of the 1993 Bonds shall be registered in the Bond Register kept by the Agent for the 1993 Bands in the name of Cede & Co.,as nominee of DTC or such nominee as DTC shall appoint'in writing. The Treasurer, Clerk and other officials of the County, the appropriate'officials of the District and the Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Resolution to qualify the 1993'Bonds for the Depository's book-entry system,including:the execution of the Depository's requited representation letter. With respect to 1993 Bonds registered in the Bond Register in the name of Cede& Co.,as nominee of DTC,',neither the District nor the Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds 19.9.3 Bonds'as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the 1993 Bonds(the"Beneficial Owners"). Without limiting the immediately preceding sentence,neither,the District nor the Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the 1993 Bonds, (ii)the delivery to any DTC Participant,'any Beneficial Owner,or any other person,other than DTC,of any notice with respect to the 1993'Bonds,including any notice of redemption, (iii)the selection by the Depository of the beneficial interests in the 1,993 Bonds to be redeemed in the event the District elects to redeem the 1993 Bonds in part,(iv)'the payment to any DTC'Participant, any Beneficial Owner,or any other person,other than DTC,of any amount with respect to the Compound Accreted Value of the 1993 Bonds,or (v) any consent given or other action taken by the Depository as Owner of the 1993 Bonds, except that so long as any Bond is registered in the name of Cede &Co. as nominee'of DTC,any Beneficial Owner of$1,000,000'or more in aggregate Denominational Amount of 1993 Bonds who has filed a written request to receive notices,containing such Beneficial Owner's name and address,with the Agent shall be provided with all notices relating to such 1993 Bonds by the Agent. _G Except as forth above,the Agent may treat as and deem,DTC to be the absolute owner of each Bon&for which DTC is acting as Depository for the purpose of payment of the principal of and interest on the series A Bonds andlor payment of the Compound Accreted Value of the Series B, as the case may be, for the purpose of giving:notices of prepayment and ether matters with respect to such 1993 Bonds, for the purpose of registering transfers with respect to such 1993 Bonds,and for i all purposes whatsoever. The Agent shall pay all principalof and interest on and Compound!Accreted Value on the 1993 Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid annd effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Series A Bonds and the Compound'Accreted Value of the Series B Bonds to the extent of the sums or sums so paid. No person other than an owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer previsions in Section 8 hereof,'references to `Cede & Co."in this Section shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the 1993 Bonds at any ;time by giving written notice to the Agent during any time that the 1993 Bonds are outstanding, and discharging its responsibilities with respect thereto cinder applicable law. The District may terminate the services of DTC with respect to the 1993 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 1993 Bonds or that continuation of the system f of book-entry transfers through DTC is not in the best interest of the Beneficial Owners,and the District shall.mail notice of such termination to the Agent. Upon the termination of the services of DTC as provided in the previous paragraph,and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undue such functions upon reasonable or customary terms,or if the District determines that it is in the best interest of the Beneficial Owners of the 1993 Bonds that they be able to obtain certificated 1993 Bonds, the 1993 Bonds shall no longer';be restricted to being registered in the Bond Register of the Agent in the name of Cede &'Co.,as nominee of DTC,but may be registered in whatever name or name the owners shall designate at that time,in accordance with this Suction. To the extent that the Beneficial Owners are designated as the transferee by the owners,in accordance with Section 8, the 1993'Bonds will be delivered to such Beneficial Owners as soon as practicable. Section M nelivery o 9 93 81Wd& The proper officials of the County shall cause the 1.993 Bonds to be prepared and;following their sale, shall have the 1993 Bonds signed and delivered,together with a true transcript of proceedings with reference to the issuance of the 1993 Bonds, to the original purchaser upon payment of the purchase price in :immediately available funds. Section 11. lRegosit of li'rn ds .n .93 'Banda. The proceeds from the sale of the 093 Bonds,tp the extent of the Principal Amount and Dernomiirtal Amount thereof,less any underwriter's discount; shall be paid to the County to the credit o the fund hereby created and established and to be known as the 1993 Brentwood Union school District Building Fund"of the District, shall be kept separate and distinct from all other District and County funds, and those proceeds shall be used;solely for the purpose for which the 1993 Bends are being issued and provided further that such procfieeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property.The accrued interest and any premium received by the County fr at the sale of the 1993 Bonds shall be kept separate and apartin the fund hereby created and established and to be designated as the "1993 Brentwood Union School District General Obligation Bernd Interest and Sinking Fund (the "Debt Service Fund") for the 1993 Bonds and used only for payments of principal and interest on the 1993 Bonds.Except as may be required to satisfy the requirements of Section 148(f) of the Internal Revenue Code of 1986,as -7- ............................. ........... ............... ................. ....... ......................................... amended and temporary and permanearegulations issued thereunder(the"Code"),interest earned on the investment of monies held in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County to pay principal and interest on the 1993 Bonds when due..Interest earned on the investment of monies held in the Building Fund shall be retained in the Building Fund. Any excess proceeds of the 1993 Bonds not needed for the authorized purposes set forth herein for which the 1993 Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of principal and interest on the 1993 Bonds. If, after payment in full of the 1993 Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Section 12. Security for the 1993 BondS. There shall be levied on all the taxable property in the District, in addition to all other taxes,a continuing direct ad valorem tax annually during the period the 1993 Bonds are outstanding in an amount sufficient to pay the principal of and interest on the 1993 Bonds when due,which moneys when collected will,be placed in the Debt Service Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the 1993 Bonds when and as the same fall due. Section 13. Arbitrage Covenant. The County hereby,covenants that it,will restrict the use of the proceeds of the 1993 Bonds in such manner and to such extent,if any, as may,be necessary, so that the 1993 Bonds will not constitute arbitrage bonds under Section 148 of the Code. Section 14. Conditions Precede This.Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the 1993 Bonds in order to make them legal,valid and binding general obligations of the District have been performed and have been met,or will at the time of delivery of the 1993 Bonds have been performed and have been met,in regular and due form as required by law-, that the full faith,credit and revenues of the District are pledged for the timely payment of the principal of and interest on=the 1993 Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the 1993 Bonds Section 15. Ins ante. In the event bond insurance is purchased for the 1993 Bonds, and to the extent that the Bond Insurer makes payment of the principal,interest or Maturity Value on the 1993 Bonds, it shall become the owner of such 1993 Bonds with the right to payment of principal,interest or Maturity Value on the 1993 Bonds,and shall be fully subrogated to all of the Owners' rights,including the Owners' rights to payment thereof.To evidence such subrogation(i) in the case of subrogation as to claims that were past due interest components,the Agent shall note the Bond Insurer's rights as subrogee on the registration books for the 1993 Bonds maintained by the Agent upon receipt of a copyof the canceled check issued by the Bond Insurer for the payment of such interest to the Owners of the 1993 Bonds, and (ii) in the case of subrogation as to claims for past due principal or AccretedInterest, the Agent shall note the Bond Insurer as subrogee on the registration books for the 1993 Bonds maintained by the Agent upon surrender of the 1993 Bonds by the Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer. Section 16. Official 'Statement. The form of Official Statement relating to the 1993 Bonds presented to this meeting and on file with the Clerk of the Board,is hereby approved.The Official Statement in substantially said form,with such changes as the authorized officials of the District may require or approve, which approval shall be conclusively evidenced.bydelivery thereof shall hereinafter be referred to as the "Official Statement."The�,financial,advisor of the District, Kelling, Northcross & Nobriga, Inc., is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the 1993 Bonds and is directed to deliver copies of any final Official Statement to the purchaser of the 1993 Bonds,in such time and manner as to conform with the requirements of Rule 15c2-12 of the.,Securities and Exchange Commission. Section 17. S& of RpWL-u. The 1993 Bonds shall be sold by negotiated sale using the form of Bond Purchase Contract on file with the District and which form is hereby approved. -8- ............. ....... ....... ........ .............. ............................. ..................................................... ..... ...... ............ The Treasurer, or other official of the County designated by the Board of Supervisors, in consultation with appropriate officials of the District,is hereby,authorized and directed to complete the Bond Purchase Contract and to execute the same for the County on behalf of the District; provided,however,that any changes'to the Bond Purchase Contract shall not authorize a principal amount of the 1933 Bands in excess of the amount herein provided, and shall'not result in an average interest rate on the 1993 Bonds in excess of 7% per annum nor an underwriter's discount in excess of 2% of the principal amount of the 1993 Bonds. Section 18. Other Actions. Officers of the Board and County officials and staff are hereby authorized and directed,jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the 1993 Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. The Clerk'of this Board is hereby directed to provide certified'copies of this Resolution to the Treasurer, the Auditor-Controller of the County and the Agent Section 19. Authority of Officials., The Treasurer and the Clerk and the Chairperson of the Board of Supervisors are hereby authorized and directed to do any and all things and to take any and all actions necessary or advisable to consummate the lawful issuance and delivery of the 1993 Bonds in accordance with this resolution and the resolution heretofore' adopted by the Board of Trustees of the District. Section 20, Effective Bate, This Resolution shall take effect immediately upon its adoption. -9- PASSED and ADOPTER by the following vete of the Board of Supervisors of the County of Contra Costa this,E2 2 day of Jul! _,1993 to-wit:' AYES: Supervisors Powers, Smith, Bishop', McPeak, Torlaksan NOES None ABSENT: gone ABSTENTIONS None " Chairman, Board of Supervisors (SEAL) ATTEST: Fht Batchgor,perk of the Board of Superalsors and County Administrator Deputy Clerk, Board of Supervisors STATE OF CALIFORNIA )' ss' I, Phil Batc`ieior, County Administrator and Clerk of the Board of Supervisors the County of Contra Costa, State o Ca ifom a, hereby certify that the above and foregoin Resolution was dul and regularly adopted by the said Board at a regular meeting held on the th flay of Ju�, _, 1993, and passed by>a unanimous vote of said Board. WITNESS WHEREOF, I have hereunto set my hand and seal this X20 day of 1993. l!B*bdor,Clerk of the Board'of Supemb ra and County Administrator By: _ - rrd•r� Deputy Clerk -10- EXHIBIT A (Form of Series A Bond) (Current Interest) REGISTERED NO. BRENTWOOD UNION SCHOOL DISTRICT CONTRA COSTA COUNTY,CALIFORNIA 1993 General Obligation Bonds,Series A INTERE 'I"RATE: MATURITY DATE: DATED AS OF: CUSIP %per annum REGISTERED OWNER. PRINCIPAL AMOUNT: The Brentwood Union School District(the"District' Contra Costa County,California(the "County"), for value received, promises- to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date,each as stated above,and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 19 —. This'bond'will bear interest from the Interest Payment Date next preceding the date of authentication hereof unless itis authenticated as of a day during the period from the 16th day of the month next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated on or before February _, 19_, in which; event it shall bear interest from , 19_. Principal and interest are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this bond is registered (the "Registered Owner") on the register maintained by the Bank of America National Trust and Savings Association, San Francisco, California, as the authentication agent, registrar, transfer agent and paying agent for the bonds (the "Agent"). Principal is payable when due upon presentation and surrender of this bond at the principal corporate trust office of the Agent.Interest is payable by check or draft mailed by the Agent on each Interest Payment Date to the Registered Owner as shown and at the address appearing on said register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). The` Owner of the bonds in the aggregate principal amount of $1,000,000 or more may request in writing to the Agent that the Owner be paid interest by wire transfer to the bank and account number on file with the Agent as of the Record Date. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE,WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. It is certified and recited that all acts and conditions required by the Constitution and laws of the State'of California to exist, to'occur'and to be performed or to have been met precedent to and in the issuing of the bonds described herein 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 A-1 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 (describedon the reverse hereof) until the Certificate of Authentication below has been signed THE BONDS ARE QUALIFIED TAX EXEMPT OBLIGATIONS, DESIGNATED BY THE DISTRICT IN PURPOSES OF SECTION 265(b)OF THE INTERNAL REVENUE CODE OF 1986,AS AMENDED. IN WITNESS WHEREOF, Contra Costa County, California, has caused this bond to be executed on behalf of the District, in the official capacities and by the facsimile signatures of the Chairman of the Board of Supervisors of the County and the County Treasurer-Tax Collector,and to be countersigned by the facsimile signature of the Clerk of the Board of Supervisors of the County,and has caused the seal of the County to be affixed hereto,all as of the date stated above. [SEAL] CONTRA COSTA COUNTY,CALIFORNIA By: Chairman, Board of Supervisors COUNTERSIGNED: Clerk, Board of Supervisors Treasurer-Tax Collector A-2 CERTIFICATEOF AUTHENTICATION This bond is one of the bands described in the Bond Resolution referred to herein; Date of Registration and Authentication: Bank of America'National Trust and Savings Association, Agent By: Authorized Officer A-3 (Form of Reverse of Bond) This bond is one of the Series A Bonds (defined below) of$ issued for the purpose of raising money for real property acquisition and improvements, including (a) the purchase of land for a new middle school site and the construction and acquisition of improvements thereto including school buildings,and(b)the making of alterations''and additions to the Edna Hill Middle School (other than such as may;be necessary for current maintenance or repairs) and to pay all necessary legal, financial,engineering'and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite two-thirds vote of the electors of the District cast at a special election held on November 6 1990, upon the question of issuing bonds in the amount of$9,800,000 and the resolution of the Board of Trustees of the District adopted on July 15, 1993 (the"District Resolution") and the resolution of the County Board of Supervisors adopted'on July 20,'1993 (the "Bond Resolution").This bond and the issue of which this bond is one are payable as to both principal'and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District,which taxes are unlimited as to rate or amount. The bonds of this issue are comprised of$ principal amount of Series A (Current Interest Bonds), of which this bond is a part(a"Series A Bond") and Series B (Capital Appreciation Bonds) of which $ represents the Denominational Amount and $ Maturity Value. The Series A Bonds of this issue are issuable only as fully registered bonds in 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 Agent,by the Registered Owner or by a person legally empowered to do so,upon presentation and surrender hereof to the 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 Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the 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 Agent shall be affected by any notice to the contrary. The Series A Bonds maturing on or before August 1, 19_,are not subject to redemption. The Series A Bonds maturing on August 1, ,or any time thereafter,are subject to redemption prior to their stated maturity date at the option of the District, in whole on any date, or in part on any Interest Payment Date, on or after August 1, 19_.,and may be redeemed prior to the maturity thereof by payment of a redemption price equal to the principal amount thereof, plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount),payable from any source lawfully available therefor,as follows: Redemption Date Redemption Price August 1, through July 31, % August 1, through July 31, August 1, and thereafter If less than all of the Bonds of any one maturity shall be called for redemption, the particular bonds or portions of the Series A Bonds of such maturity to be redeemed shall be selected by lot at the direction of the District by the Agent in such manner as the Agent 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.If less than all of the bonds stated to mature on different dates shall be called for redemption,the particular bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities. A•4 :.,:..:.,:..:..:..:.,:..:.,:.,:..::,:..:...... The 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 or Maturity'Value'of such bond to be redeemed,together with interest accrued to said date,and redemption premium:,if any,and that after such date interest with respect thereto shall accrue and be payable. The Agent shall give notice of the redemption of the 1993 Bonds at the expense of the District. Such notice shall specify. (a)'that the 1993 Bonds or a designated portion thereof are to be redeemed, (b)the numbers and CUSIP numbers of the 1993 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 1993 Bunds 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 1993 Bond to be redeemed,the portion of the Principal Amount or Maturity Value of such 1993 Bond to be redeemed,together with interest accrued to said date in the case of the Series B Bonds, and redemption;premium, if any,and that from and after such date interest with respect thereto shall cease to accrue and be payable.> Notice of redemption shall be by registered or certified mail or delivery service,postage prepaid,to the respective Registered'Owners of the 1993'Bonds designated for redemption at their' addresses shown on the Bond''registration books of the Agent, and, by first class mail, postage prepaid,to the original purchaser of the 1993 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,in every case at least 34 days, but not more than 60 days, prior to the redemption date; =vithat neither failure to receive such notice nor any defect'in any notice so mailed shall"affect the sufficiency of the proceedings for the redemption of such bonds. Neither the District,the County nor the Agent will be required(a) to issue or transfer any bond during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date of selection of bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any 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 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. A-5 ......................................................................... ............... ....................................................... ........... ........................................................- ................. .............................................................. ............... ASSIGNMENT For value received,the undersigned sells,assigns and transfers to(print or typewrite name, address and zip code of Transferee): this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: Commercial bank,trust company or member of'a national securities exchange. Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular,without alteration or any change whatever. A-6 ..................... ........... ...... ................ . .................. ................................ ........... ............................. LEGAL OPINION The following is a true copy of the opinion rendered by Jones Hall Hill & White in connection';with the issuance of, and dated as of the date of the original delivery of, the bonds. A signed copy is on file in my office, (Facsimile). Clerk Beard of Supervisors (Form Of Legal Opinion) A•7 EXHIBIT B (Form of Face of Series B Bond) (Capital Appreciation Bond) REGISTERED NO. BRENTWOOD UNION SCHOOL DISTRICT CONTRA COSTA COUNTY,CALIFORNIA 1993 GENERALOBLIGATION BONDS,SERIES B IMIR ST RATE: IVIt TC DATE: DATED AS OF: CU Ip —To per annum — 1, 1993 REGISTERED OWNER: DENOMINATIONAL AMOUNT: MATURI'T'Y VALUE: The Brentwood Union School District(the"District")Contra Costa County,California( the "County"'), for value received, promise's to pay to the Registered Owner named above, or registered assigns, the Maturity Value on the Maturity Date, each as stated above, and interest thereon due and payable on the Maturity Date and compounded from the Date of Issuance at the Yield to Maturity specified above on the Maturity Date, assuming that the sum of such compounded interest and the Denominational Amount hereof increases in equal daily amounts on the basis of a 360-day year consisting of twelve 30-day months {interest, together with the Denominational Amount hereof,being herein called the"Compound"Accreted Value"). Compound Accreted Value is payable in lawful money of the United States of America,without deduction for the paying agent services, to the person in whose name this bond is registered (the"Registered Owner") on the register maintained by the Bank of America Irrational"Trust and Savings Association, San Francisca, California, as the authentication agent, registrar, transfer agent and paying agent for the bonds (the "Agent"). Compound Accreted Value is payable when due upon presentation and surrender of this bond at the principal corporate trust office of the Agent. 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 occur and to be performed or to have been met precedent to and in the issuing of the bonds described herein 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 asrequiredby 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 thebonds;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 Band Resolution(described on the reverse hereof)until the Certificate of Authentication below has been signed. - f`S YW h •: 1 1 -:: 3 ! •31!y itl 3flP 3 3 i f,?:' THE BONDS ARE QUAL=IFIED TAX EXEMPT OBLIGATIONS, DESIGNATED BY THE DISTRICT IN PURPOSES OF.SECTION 2,65(b)'',OF THE INTERNAL REVENUE CODE OF 1986,AS AMENDED. IN WITNESS WHEREOF,'Contra Costa County, California, has;caused this bond to be executed on behalf of the District, in the official capacities and by the facsimile signatures of the Chairman of the Board of Supervisors of the County and the County Treasurer-Tax Collector,and to be countersigned by the facsimile signature of the Clerk of the Board of Supervisors of the County,and has caused the seal of the County to be affixed hereto, all as of the date stated above. [SEAL] CONTRA COSTA COUNTY,CALIFORNIA By: Chairman,Board of Supervisors COUNTERSIGNED: Clerk,Board of Supervisors Treasurer-Tax Collector ... . ............ ............................................... .......... ............. ........... ........... ................. CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the Bond Resolution-referred to herein. Date of Registration and Authentication: Bank of America National Trust and Savings Association, Agent By: Authorized Officer ....................... .......... ........... ...... . .......... ............... ................... ............. ..................... (Form of Reverse of Bond) This bond is one of the Series B Bonds (as defined below) of$ issued,for the purpose of raising money for real property acquisition or improvements, including (a) the purchase of Land for a new middle school site and the construction and acquisition of improvements thereto including school buildings,and (b)the snaking of alterations and additions to the Edna Hill Middle School (other than such as may be necessary for current'maintenance or repairs)and to pay all.necessary legal, financial,'engineering'and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California,and the requisite two-thirds vote of the electors'of the'District cast at a special election held on November 6, 1990, upon the question of issuing bands in the amount of$9,800,000 and the resolution of the Board of Trustees of the District adopted on July 15 1993 (the"District Resolution")and the resolution of the County Board of Supervisors adopted on July 20, 1993 (the"Band Resolution"). This bond and the issue of which this bond is one 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 comprised of $ principal amount of Series A (Current Interest Bonds)(the"Series A Bond")and Series B Bonds (Capital Appreciation Bonds) of which $ represents the Denominational Amount and$ Maturity Value,of which this Series B bond is a part. This bond is exchangeable an&transferable for bonds of like tenor,maturity and Transfer Amount at the principal corporate trust office of the Agent,by the Registered Owner or by a person legally empowered to do so,upon presentation and surrender hereoftothe Agent,together with a request for exchange or an assignment signed by the Registered towner or by;a person legally empowered to do so, in a form satisfactory to the Agent,all subject to the terms, limitations and conditions'provided in the Bond Resolution. All fees and casts of transfer shall be paid by,the transferor.The District,the County and the 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 Agent shall be affected by any notice to the contrary: The Series B Bonds maturing on or before August 1, , are not subject to redemption. The Capital Appreciation Bonds maturing on August 1, ,or any time thereafter,are subject to redemption prior to their stated.maturity date at the option of the District,in whole on any date,or in part on any Interest,Payment Date,on or after August 1, ,in inverse order of maturity and by lot within any such maturity if less than all the Capital Appreciation Bonds of such maturity are to be redeemed, and may be redeemed prior to the maturity thereof by payment of a redemption price equal`to the Compound Accreted Value thereof to date of redemption,plus the payment of a premium (expressed as a percentage of the Compound Accreted Value), payable from any source lawfully available therefor,of two percent(2%). 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 at the direction of the District by the Agent in such manner as the Agent 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. If less than all of the'bonds stated to mature on different dates shall be called for redemption, the particular bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities. The 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)tate 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 rare and stated maturity date. Such notice shall further state that on the specified bate there shall become due and payable upon each bond to be redeemed,the portion of!the principal amount or Maturity Value of such bond to be redeemed, together with interest accrued 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. The Agent shall give notice of the redemption of the 1993 Bonds at the expense of the District.Such notice shall specify: (a)that the 1993 Bands or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the 1993 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 1993 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 1993 Bond to be redeemed,the portion of the Principal Amount or Maturity Value of such 1993 Band to be redeemed,together with interest accrued to said date in the case of the Series B Bands, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or certified mail or delivery seryice,postage prepaid,to the respective Registered Owners of the 1993 Bonds designated for redemption at their addresses'shown on the Bond registration books of the Agent, and, by first class mail, postage prepaid, to the original purchaser of the 1993 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,in every ease at least 30 days, but not more than 60 days,prior to the redemption ate; pmyided that neither failure to receive such notice nor any defect in any notice so mailed shall`affect the sufficiency of the proceedings for the redemption of such bonds. Neither the District,the County nor the Agent will be required (a) to issue or transfer any bond during a period beginning with the opening of business on the .15th business day next preceding'either any Interest Payment Date or any date of selection of bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any 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 bands of this series, the rights, duties and obligations of the District,'the County, the 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. ASSIGNMENT For value received,the undersigned sells,assigns and transfers to(print or typewrite name, address and zip code of Transferee)': this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for registration thereof,with full power of substitution in the premises. Dated: Signature Guaranteed: Commercial bank,trust company or member of a national securities exchange. Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or any change whatever. LEGAL OPINION The following is a true copy of the opinion rendered by Jones Hall Hill &.White, A Professional Law Corporation, in connection with the issuance of, and dated as of the date of the original delivery of, the bonds. A signed copy is on file in my office. Facsimile Clerk Board of Supervisors (Form Of Legal Opinion)