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HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 1997-353 •11 RESOLUTION NO. 9 7 3 5 3 Dated: Jul Y 8 , 19 9 7 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT, PRESCRIBING THE TERMS OF SALE OF ,SAID BONDS, APPROVING FORMS OF AND AUTHORIZING DISTRIBUTION OF OFFICIAL NOTICE OF SALE AND NOTICE OF II+"1']EATON TO SELL BONDS, DELEGATING TO THE COUNTY TREASURER AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND AUTHORIZING E(ECUTION OF NECESSARY CERTIFICATES. WHEREAS, an election was duly called and regularly held in the Martinez Unified School District, County of Contra Costa, California (herein called the "District"), on June 6, 1995, at which the following proposition was submitted to the electors of the District. "Shall the Martinez Unified School District issue bonds in the amount of $23,000,000 to renovate Martinez Junior High School, modernize, construct, acquire or replace school facilities, improve school grounds, finance sewer and drainage projects for school property, and provide for long term capital improvements district-wide, which bonds shall bear interest at a rate not to exceed the legal limit, and shall mature no later than August 2414, the final maturity of the District's currently outstanding bonds?"; and WIiEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $11,999,913.75 aggregate principal amount of said bonds,designated "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995" have heretofore been issued and sold; and WHEREAS, the Board of Trustees of the District has requested this Board of Supervisors of the County of Contra Costa (the "County")to authorize and consummate the sale and issuance of a portion of said bonds in a single series designated the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1997" in an aggregate principal amount not exceeding $11,400,086.25, according to the terms and in the manlier set forth in a resolution duly adopted by the Board of Trustees of the District on June 26, 1997, a certified copy of which has been filed with the Clerk of this Board of Supervisors, and WHEREAS, the Board of Trustees of the District has further deemed it necessary and desirable that this Board of Supervisors authorize the sale of said bonds by a competitive sale to the highest responsible bidder; and WHEREAS, this Board of Supervisors has determined that it is necessary and desirable that bonds of said authorized issue be issued and sold for the purposes for which authorized and on the terms and conditions and in the manner set forth in said resolution of the Board of Trustees of the District; and WHEREAS, there have been submitted and are on file with the Clerk of this Board of Supervisors proposed forms of an Official Notice of Sale of Bonds and a Notice of Intention to Sell Bonds, with respect to not to exceed$11,000,086.25 aggregate principal amount of Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1997, proposed to be sold; NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section . Recitals: All of the above recitals are true and correct. Section 2. District Resolution Inco orated: The resolution of the Board of Trustees of the District adopted on June 26, 1997, is incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as herein otherwise expressly provided. t n 3. Authorization and Designation of Bonds: This Board of Supervisors hereby authorizes, on behalf of the Martinez Unified School District, the sale of not to exceed $11,000,086.25 aggregate principal amount of bonds of the District by competitive sale to the highest bidder, and designates said bonds to be issued and sold as the "Martinez Unified School District General. Obligation Bonds, Election of 1995, Series 1997" (the "Series 1997 Bonds" or the "Bonds"). The Series 1997 Bonds shall be issued as current interest Bonds, as provided in Section 5 hereof. The Series 1997 Bonds shall be issued and sold as provided herein, and any necessary and desirable terms as are not finally determined herein shall be fixed upon the sale of the Bonds by the Treasurer-Tac Collector of the County (the "County Treasurer") as recited in the Certificate of Award described in Section 12(c) hereof (the "Certificate of Award"). Sectim . Form of Bands*Execution: (a) - , . The Depository Trust Company, New York, New York, is hereby appointed depository for the Series 1997 Bonds. The Series 1997 Bonds shall be issued in book-entry form only, and shall be initially registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, and registered ownership of the Series 1997 Bonds may not thereafter be transferred except as provided in Section 9 hereof. One bond certificate shall be issued for each maturity of the Series 1997 Bonds. sF2-75839.1 2 (b) Form of Certificates. The Series 1997 Bonds shall be issued in fully registered form without coupons. The Series 1997 Bonds and the Paying Agent's certificate of authentication and registration and the form of assignment to appear on each of them, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; r' , that if a portion of the text of any Series 1997 Bond is printed on the reverse of the Series 1997 Bond, the following legend shall be printed on the Series 1997 Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CON LIMED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." (c) Execution of Bonds. The Series 1997 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Series 1997 Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as defined in Section 8(a) hereof). (d) Valid Authentication. Only such of the Series 1997 Bonds as shall bear thereon a certificate of authentication and registration as described in subsection (b), executed 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 Series 1997 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) Identifying Number, The Paying Agent shall assign each Series 1997 Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof at its principal corporate trust office, which record shall be available to the District and the County for inspection. St&fion 5. Terms of Bonds: (a) Date of Bonds. The Series 1997 Bonds shall be dated August 1, 1997, or such other date as shall be specified in the Certificate of Award. (b) Denominations. The Series 1997 Bonds shall be issued in denominations of $5,000 principal amount or any integral multiple thereof. (c) Maturity. The Series 1997 Bonds shall mature on the date, in each of the years, in the principal amounts and in the aggregate principal amount as shall be specified in the Certificate of Award. No Series 1997 Bond shall mature prior to August 1, 1998, and no Series 1997 Bond shall mature later than August 31, 2014. No Series 1997 Bond shall have principal maturing on more than one principal maturity date. The Certificate of Award may provide that no Series 1997 Bonds shall be issued. (d) Inj= . As used in this Resolution and in the Bonds, the terms "interest payment date," and "interest date" shall be interchangeable, and shall mean February 1 and August 1 of each year, or such other dates as shall be specified in the Certificate of Award. SF2-75839.1 3 The Series 1997 Bonds shall bear interest at an interest rate not to exceed ten per cent (10%) per annum, first payable on August 1, 1998, and thereafter on February 1 and August 1 in each year (or on such other initial and semiannual interest payment dates as shall be specified in the Certificate of Award, computed on the basis of a 360-day year of twelve(12) 30-day months. Each Series 1997 Bond shall bear interest from the interest payment date next pig the date of authentication thereof, unless it is authenticated as of a day during the period after the Record Date (as defined in Section 6(b) herein) immediately preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before the Record Date preceding the fust interest payment date, in which event it shall bear interest from its dates that if, at the time of authentication of any Series 1997 Bond, interest is in default on any outstanding Series 1997 Bonds, such Series 1997 Bond shall bear interest from the interest payment date to which interest has previously been paid or made available,for payment on the outstanding Series 1997 Bonds. Section . RUm : (a) PringW . The principal of the Series 1997 Bonds shall be payable in lawful money of the United States of America to the person whose name appears on the bond registration books of the Paying Agent (as described in Section 8(c) hereof) as the registered owner thereof (the "Owner"), upon the surrender thereof at the principal corporate trust office of the Paying Agent. (b) Interest: Record Date. The interest on the Series 1997 Bonds shall be payable in lawful money of the United States of America to the Owner thereof as of the close of business on the fifteenth day of the month preceding an interest payment date (the "Record Date"), whether or not such day is a business day, such interest to be paid by check or draft mailed on such interest payment date to such Owner at such Owner's address as it appears on the bond registration books described in Section 8(c) or at such address as the Owner may have filed with the Paying Agent for that purpose (except the payment shall be made in immediately available funds (e.g., by wire transfer) to any Owner of at least one million dollars ($1,000,000) of outstanding Series 1997 Bonds who shall have requested in writing such method of payment of interest prior to the close of business on the Record Date immediately preceding any interest payment date). So long as Cede& Co. or its registered assigns shall be the Owner of the Series 1997 Bonds, payment shall be made in immediately available funds as provided in Section 9(d) hereof. (c) PUmen Fund: (a) Principal and interest due on the Series 1997 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. . Swfion 7. Redemption Provisions: (a) Qo nal RedeMption. The Series 1997 Bonds shall be subject to redemption at the option of the District on the dates and terms provided herein, or on such other dates and terms as shall be specified in the Certificate of Award. The Certificate of Award may provide that the Series 1997 Bonds shall not be subject to optional redemption. sF2-75939.1 4 Unless otherwise specified in the Certificate of Award, the Series 1997 Bonds shall be subject to optional redemption as follows: Series 1997 Bonds maturing on or before August 1, 2007, shall not be subject to redemption prior to their respective stated maturity dates. The Series 1997 Bonds maturing in each year beginning August 1, 2008, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole or in part on any date on or after August 1, 2007. If less than all of the Series 1997 Bonds are called for redemption, such bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 1997 Bonds of any given maturity are called for redemption, the portions of such bonds of a given maturity to be redeemed shall be determined by lot. Unless otherwise specified in the Certificate of Award, the Series 1997 Bonds redeemed at the option of the District shall be redeemed at the following prices (expressed as a percentage of the principal amount of the Series 1997 Bonds called for redemption), together with interest accrued thereon to the date of redemption: Optional redemption Date Redemption Price August 1, 2007 through July 31, 2008 101% August 1, 2008 and thereafter 100% (b) Mandatory Sinking Fund Redempfion. The Series 19997 Bonds, if any, which are designated (at the option of the purchaser thereof) in the Certificate of Award as Series 1997 Term Bonds shall also be subject to redemption prior to their stated maturity dates, without a redemption premium, in part by lot, from mandatory sinking fund payments in the amounts and in accordance with the terms to be specified in the Certificate of Award. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Series 1997 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Certificate of Award may provide that the Series 1997 Bonds shall not be subject to mandatory redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series 1997 Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redem tion. Notice of redemption of any Series 1997 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series 1997 Bonds shall be mailed postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and (iv) as may be further required in accordance with the Continuing Disclosure Certificate of the District described in Section 15. sF2-7583$.1 5 Each notice of redemption shall contain all of the following information: (a) the date of such notice; (b) the name of the Bonds and the date of issue of the Bonds; (c) the redemption date; (d) the redemption price; (e) the dates of maturity of the Bonds to be redeemed; M (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (g) (in the case of Bonds redeemed in part only) the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (h) the CUSIP number, if any, of each maturity of Bonds to be redeemed; (i) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the Paying Agent; and (j) notice that further interest on such Bonds will not accrue after the designated redemption date. (d) Effect of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series 1997 Bond or by any securities depository or information service of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in subsection (e) of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the redemption premium, if any, thereon only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. (e) Redemption Fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District, or held in trust for such purpose as provided by law, monies for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in any such escrow fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds, provided that all monies in the interest and sinking 8F2-75838.1 f) fund of the District shall be used for the purposes established and permitted by law. Any interest due on or prior to the redemption date shall be paid from the interest and sinking fund of the District, unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said monies shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund, provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. (f) Defeasance of Bonds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of all outstanding Bonds all of the principal, interest and premium, if any, represented by Bonds at the times and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith, then such Owners shall cease to be entitled to the obligation of the District as providedin Section 11 hereof, and such obligation and all agreements and covenants of the District and of the Superintendent to such Owners hereunder and under the Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal, interest and premium, if any, represented by the Bonds, but only out of monies on deposit in the interest and sinking fund or otherwise held in trust for such payment, and provided further, however, that the provisions of subsection (g) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non-callable direct obligations of the United States of America or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to accrue thereon and available monies then on deposit in the interest and sinking fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. (g) Unclaimed Monies. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund, or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. SF2-75838.1 7 Section 8. Paying Agent: (a) =in=nt. First Trust of California, National Association, in Los Angeles, California, is hereby appointed the initial Paying Agent for the Series 1997 Bonds (the "Paying Agent"). (b) mal Corporate Trust Office. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Series 1997 Bonds shall mean in care of the corporate trust office of First Trust National Association, in St. Paul, Minnesota, and for all other purposes shall mean the corporate trust office of the Paying Agent in Los Angeles, California; providgd, however, that in any case "principal corporate trust office" shall mean any other office of the Paying Agent designated for a particular purpose, and shall include the principal corporate trust office or other designated office of any successor paying agent. (c) Regis�on Books. The Paying Agent will keep or cause to be kept at its principal corporate trust office sufficient books for the registration and transfer of the Series 1997 Bonds, which shall at all times be open to inspection by the District, 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, Series 1997 Bonds as provided in Section 9 hereof. Section 9. Transfer Under Book-Entry.System; Discontinuation of Book-Rnu)r Sir (a) The Series 1997 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series 1997 Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); proyided, that any successor of Cede & Co., as nominee of The repository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) the resignation of The repository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; pimvid , that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. sF2-75838.1 8 (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this section, upon receipt of the outstanding Series 1997 Bonds by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new Series 1997 Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1997 Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the District or County. In the case of any transfer pursuant to clause (iii) of subsection (a) of this section, upon receipt of the outstanding Series 1997 Bonds by the Paying Agent together with a written request of the District or County to the Paying Agent, new Series 1997 Bonds shall be executed and delivered in such denominations, numbered in the manner determined by the Paying Agent, and registered in the names of such persons, as are requested in such written request of the District or County, subject to the limitations of Section 5 and the receipt of such a written request of the District or County, and thereafter, the Series 1997 Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution; pn2yid, , that the Paying Agent shall not be required to deliver such new Series 1997 Bonds within a period of less than sixty (60) days after the receipt of any such written request of the District or County. (c) The County, the District and the Paying Agent shall be entitled to treat the person in whose name any Series 1997 Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the County, the District or the Paying Agent; and the County, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series 1997 Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Series 1997 Bonds. (d) So long as the outstanding Series 1997 Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns in effecting payment of the principal of and interest on the Series 1997 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the date they are due. Section Q. Transfer and Exch ee: (a) Transfer. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series 1997 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 8(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1997 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Series 1997 Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1997 Bond or Bonds of the same series, maturity and SP2-75938.1 9 interest payment mode for a like aggregate principal amount. The Paying Agent may require the payment by any Owner of Series 1997 Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of any Series 1997 Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 1997 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. (b) g,=. The Series 1997 Bonds may be exchanged for Series 1997 Bonds of other authorized denominations of the same maturity and interest payment mode, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1997 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed request for exchange in a form approved by the Paying Agent. Whenever any Series 1997 Bond or Bonds shall be surrendered for exchange, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1997 Bond or Bonds of the same maturity and interest payment mode for a like aggregate principal amount. The Paying Agent may 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 exchange of any Series 1997 Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 1997 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. ,i n 11. Obligation of District: The Series 1997 Bonds represent the obligation of the District. The money for the payment of principal, redemption premium, if any, and interest with respect to the Series 1997 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such payment out of the interest and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem taxes for the payment of the Series 1997 Bonds on all property in the District subject to taxation by the District without limitation as to rate or amount (except certain personal property which is taxable at limited rates). ion 1.2. Sal ofBonds: (a) OffigW NW-ce of Sale, Date of Sale. The Official Notice of Sale inviting bids for the Series 1997 Bonds, in substantially the form on file with the Clerk of this Board of Supervisors, is hereby approved, and the County Treasurer is hereby authorized and directed to cause the Official Notice of Sale to be completed, upon consultation with the Superintendent of the District and Government Financial Strategies, Inc., 1228 "N" Street, Suite Thirteen, Sacramento, CA 95814-5609, financial advisor to the District with respect to the Series 1997 Bonds (herein called the "Financial Advisor"), by SP2-75938.1 10 inserting therein the maturity schedules for the Series 1997 Bonds, and making such other corrections, revisions or additions as shall be deemed necessary. The Financial Advisor is hereby authorized and directed to cause to be mailed to prospective bidders for the Bonds copies of said Official Notice of Sale in the form finally approved. Bids for the Series 1997 Bonds shall be received on behalf of this Board of Supervisors on July 23, 1997 (or on such other date as shall be determined by the County Treasurer, so long as such date is not later than August 15, 1997), at the hour and place designated in said Official Notice of Sale. (b) Advertisement for Bids. The Notice of Intention to Sell Bonds, in substantially the form on file with the Clerk of this Board of Supervisors, is hereby approved, and the Clerk of this Board of Supervisors is hereby authorized and directed to cause the Notice of Intention to Sell Bonds, subject to such corrections, revisions or additions thereto as shall be deemed necessary upon consultation with the Superintendent of the District and the Financial Advisor, to be published once at least fifteen (15) days before the date of sale ifn a financial publication generally circulated throughout the State of California or which the Financial Advisor advises is expected to be disseminated among prospective bidders for the Bonds, and to publish said notice beginning on a date no later than the date fourteen (14) days prior to the date of We, once a week, on the same day of each week, for at least two weeks in a newspaper of general circulation published in the County. (c) Award of Bonds; Certifi= of Award. The County Treasurer or his designee, as delegate of this Board of Supervisors, is hereby authorized to entertain bids for the Series 1997 Bonds, and to accept the lowest true interest cost bid, provided that (i) such true interest cost shall be no greater than eight per cent (8%), calculated as specked in the Official Notice of Sale, (ii) the maximum interest rate on the Series 1997 Bonds shall not be in excess of ten per cent (10'x) per annum; and (iii) the price to be paid for the Series 1997 Bonds shall not be less than the par value thereof, plus accrued interest, if any, to the date of delivery, plus such premium as is specified in the bid. If such true interest cost and price are acceptable to the County Treasurer, the County Treasurer or his designee, acting at the direction of the Board of Supervisors is hereby authorized to award the sale of the Bonds by executing a Certificate of Award naming the successful bidder and determining all remaining terms of Series 1997 Bonds, and such execution shall constitute conclusive evidence of the approval of the County Treasurer and of this Board of the terms of the Series 1997 Bonds and the sale thereof, including any change therein from the terms specified in the Official Notice of Sale; provided that the terms of the Series 1997 Bonds and the sale thereof shall conform in all respects with the limitations contained in this Resolution. The Certificate of Award shall recite the aggregate principal amount of the Series 1997 Bonds, the date thereof, the maturity dates, principal amounts and annual rates of interest of each maturity thereof, the initial and semiannual interest payment dates thereof, and the terms of optional and mandatory sinking fund redemption thereof. SF2-75839.1 .11 If no bid for the Series 1997 Bonds is acceptable, the County Treasurer is requested to reject all bids and to re-bid the Series 1997 Bonds or, if necessary, sell the Series 1997 Bonds by negotiated sale as permitted by law. Section . Deposit and Investment of Proceeds: (a) The proceeds of sale of the Series 1997 Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. (b) All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, the County Treasurer shall invest all or any portion of the building fund of the District in the Local Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District, given by the Superintendent of the District, who is hereby expressly authorized to give such direction, all or any portion of the building fund of the District any money held by the County Treasurer may be invested on behalf of the District, in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series 1997 Bonds. S§Qdon Tax Covenant: The County acknowledges and relies upon the fact that the District has represented that it shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 1997 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and upon the fact that the District has covenanted that it will comply with the requirements of the Tax Certificate of the District with respect to the Series 1997 Bonds, to be entered into by the District as of the date of issuance of the Series 1997 Bonds, and further that such representation and covenant shall survive payment in full or defeasance of the Series 1997 Bonds. Section 11 on 'n ink;Disclosure Certificate: The County acknowledges and relies upon the fact that the District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12, and upon the fact that the District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 16. Limited ResponsibLity 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 Series 1997 Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or SF2-75838.1 12 distribution thereof; =yid , 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 inclusion in the District's Official Statement and in a preliminary Official Statement, and to certify to the District prior to or upon the issuance of the Series 1997 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 I7, Aamval of A&9ons: The Chair of this Board of Supervisors, the Clerk of this Board of Supervisors, the County Auditor/Controller, the County Counsel, and the County Treasurer and the deputies and designees of any of them, are hereby authorized and directed to execute and deliver any and all certificates and representations, as may be acceptable to County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 1997 Bonds, necessary and desirable to accomplish the transactions authorized herein. SF2-75838.t 13 i n 18. Effective Date: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 8th day of July, 1997, by the following vote: AYES: SUPERVISORS: Rogers, Uilkema, Gerber, Canciamilla, DeSaulnier NOES: None ABSENT: None Chair of the Board of Supervisors ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator uty Clerk of the Bo6d of Supervisors 8F2-75939.1 -14 EXHIBIT A [Form of Series 1997 Bond] Number Amount R- $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERIES 1997 Dated as of Interest Rate Maturity Date CUSIP NO. August 1, 1997 % August 1, Registered Owner: CEDE& CO. Principal Sum: DOLLARS Martinez Unified School District, County of Contra Costa, State of California(herein called the "District"), acknowledges itself indebted to and promises to pay to the registered owner identified above or registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this bond (unless this bond is authenticated as of a date during the period from the Record Date(as defined herein) next preceding any interest payment date to such interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated on or before July 15, 1998, in which event it shall bear interest from the date hereof)at the interest rate per annum stated above, payable commencing on August 1, 1998, and thereafter on February 1 and August 1 in each year, until payment of said principal sum. The principal hereof is payable to the registered owner hereof upon the surrender hereof at the principal corporate trust office(as defined in the Resolution)of First Trust of California, National Association(herein called the"Paying Agent"),the paying agent/registrar and transfer agent of the District. The interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent as the registered owner hereof as of the close of business on the fifteenth day of the month immediately preceding an interest payment date(the "Record Date"), whether or not such day is a business day, such interest to be paid by check mailed to such registered owner at the owner's address as it appears on such registration books,or at such other address filed with the Paying Agent for that purpose. Upon written request, given no later than the Record Date immediately preceding an interest payment date, of the owner of Bonds(hereinafter defined)aggregating at least$1,000,000 in principal amount, interest will be paid by wire transfer to an account maintained in the United States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the registered owner of this bond, payment shall be made by wire transfer as provided in the Resolution hereinafter described. This bond is one of a duly authorized issue of bonds of like tenor(except for such variations, if any, as may be required to designate varying series, numbers, denominations, interest rates, maturities and redemption provisions), amounting in the aggregate to $ , and designated as "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1997" (the "Bonds"). The Bonds were authorized by a vote of at least two-thirds of the voters voting at an election duly and legally called, held and conducted in the District on June 6, 1995. The Bonds are issued and sold by the Board of Supervisors of the SF2-75838.1 A-1 County of Contra Costa, State of California, pursuant to and in strict conformity with the provisions of the Constitution and laws of said State, and of a resolution(herein called the "Resolution")adopted by said Board of Supervisors on July 8, 1997, and subject to the more particular terms specified in the Certificate of Award of the Bonds executed by the Treasurer of the County on July 23, 1997. The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 or any integral multiple thereof, provided that no Bond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series and maturity of other authorized denominations. This bond is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at said principal corporate trust office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution,and upon surrender and cancellation of this bond. Upon such transfer, a new Bond or Bonds of authorized denomination or denominations of the same series and same aggregate principal amount will be issued to the transferee in exchange herefor. The County, the District and the Paying Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by any notice to the contrary. Bonds maturing on or before August 1, 2007,are not subject to optional redemption prior to their respective stated maturity dates. Bonds maturing on and after August 1, 2008, are subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole or in part on any date on or after August 1, 2007. if less than all of the Bonds are called for redemption, such Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Bonds of any given maturity are called for redemption, the portions of such Bonds of a given maturity to be redeemed shall be determined by lot. Bonds redeemed at the option of the District shall be redeemed at the following prices(expresser) as a percentage of the principal amount of the Bonds called for redemption), together with interest accrued thereon to the date of redemption: Optional Redemption Date Redemption Price August 1, 2007 through July 31, 2008 101% August 1, 2008 and thereafter 100% [Bonds maturing on August 1, , are subject to redemption prior to maturity in part, by lot, at the principal amount thereof plus accrued interest to the date of redemption, without premium, from mandatory sinking fund payments on August 1 of each year in the amounts indicated below, and subject to the terms and conditions set forth in the Resolution.] [Mandatory Sinking Fund Payment Schedule] Notice of redemption shall be given by mail not less than thirty(30)nor more than sixty(60)days prior to the redemption date to the registered owner hereof, but neither failure to receive such notice or any defect in the notice mailed shall affect the sufficiency of the proceedings for redemption or the cessation of interest on the date fixed for redemption. sa2.75839.t A-2 If this bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue hereon from and after the date fixed for redemption. In reliance upon the representations, certifications and declarations of the District, the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of the District,including the amount of this bond, is within the limit provided by law; that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the laws authorizing the issuance of this bond; and that this bond is in substantially the form prescribed by order of the Board of Supervisors duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the interest and sinking fund of the District, and the money for the payment of principal of and interest on this bond shall be raised by taxation upon the taxable property of the District. This bond shall not be entitled to any benefit under the Resolution,or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the}laying Agent. IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County, to be countersigned by the Clerk of said Board, as of the date set forth above. Chair of the Board of Supervisors of the County of Contra Costa Treasurer-Tax Collector of the County of Contra Costa Countersigned: er o Me DZU of Supervisors SF2-75838.1 A-3 PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered on _' 1997. FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, Los Angeles, California, as Paying Agent/Registrar and Transfer Agent By Authorized Officer DTC LEGEND Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),ANY TRANSFER,PLEDGE,OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [STATEMENT OF INSURANCE] SF2-73838.1 A-4 ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Registered Bond and hereby irrevocably constitutes)and appoint(s) attorney, to transfer the same on the books of the Paying Agent/Registrar and Transfer Agent with full power of substitution in the premises. I.D. Number NOTE: The signature(s)on this Assignment must correspond with the name(s) as written on the face of the within Registered Bond in every particular, without alteration or enlargement or any change whatsoever. Dated: Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution. SF2-75539.1 A-5