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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-045 RESOLUTION NO. 98/45 Dated: February 10—,—M8 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE ORINDA UNION SCHOOL DISTRICT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING FORMS OF AND AUTHORIZING DISTRIBUTION OF OFFICIAL NOTICE OF SALE AND NOTICE OF INTL.NTION TO SELL BONDS, DELEGATING TO THE COUNTY TREASURER AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND AUTHORIZING EXECUTION OF NECESSARY CEW CATES. WHEREAS, an election was duly called and regularly held in the Orinda Union School District, County of Contra Costa, California (herein called the "District"), on March 7, 1995, at which the following proposition was submitted to the electors of the District: "Shall the Orinda Union School District issue bonds for the purposes of constructing school facilities and improving school facilities and sites to accommodate increased enrollment and relieve overcrowding, to address curriculum needs, and to replace obsolete facilities, including the renovation and construction of classrooms, libraries, science labs, restrooms, and multipurpose rooms at various school sites including Wagner Ranch School, and improvement of handicapped access, in the total amount of $16 million, to bear interest at a rate not to exceed the statutory maximum?" and WHEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $12,500,000 aggregate principal amount of said bonds, designated "Orinda Union School District General Obligation Bands, Election of 1995, Series 1996, 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 We and issuance of a portion of said bonds in a single series designated the ,orinda Union School District General. Obligation Bonds, Election of 1995, Series 1998" in an aggregate principal amount not exceeding $3,500,000, according to the terms and in the manner set forth in a resolution duly adopted by the Board of Trustees of the District on January 27, 1998, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and SF2-91572.2 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 WTtBAS, 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 $3,500,000 aggregate principal amount of Orinda Union School District General Obligation Bonds, Election of 1995, Series 1998, proposed to be sold; NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section 1. : All of the above recitals are true and correct. Saction. District R solution Incoorated: The resolution of the Board of Trustees of the District adopted on January 27, 1998, 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. SWign 3. Authorization and Designation of Bonds: This Board of Supervisors hereby authorizes, on behalf of the Orinda Union School District, the sale of not to exceed $3,500,000 aggregate principal amount of bonds of the District by competitive sale to the highest bidder, and designates said bonds to be issuers and sold as the "Orinda Union School District General Obligation Bonds, Election of 1995, Series 1998" (the "Series 1998 Bonds" or the "Bonds"). The Series 1998 Bonds shall be issued as Current Interest Series 1998 Bonds and Capital Appreciation Series 1998 Bonds, as provided in Section 5 hereof. The Series 1998 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 We of the Bonds by the Treasurer of the County (the "County Treasurer") as recited in the Certificate of Award described in Section 12(c) hereof (the "Certificate of Award"). Scgfign 4. Form of Bonds; Execution: (a) . The Depository Trust Company, New York, New York, is hereby appointed depository for the Series 1998 Bonds. The Series 1998 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 1998 Bonds may not thereafter be transferred except as provided in Section 9 hereof. One bond certificate shall be issued for each maturity of the Current Interest Series 1998 Bonds, and one bond certificate shall be issued for each maturity of the Capital Appreciation Serres 1998 Bonds. 812-81572.2 2 (b) Form of Certificates. The Series 1998 Bonds shall be issued in fully registered form without coupons. The Current Interest Series 1998 Bonds, the Capital Appreciation Series 1998 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 and Exhibit B, respectively, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution, proy , that if a portion of the text of any Series 1998 Bond is printed on the reverse of the Series 1998 Bond, the following legend shall be printed on the Series 1998 Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE EMEOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." (c) Execution of Bonds, The Series 1998 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 1998 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 1998 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 1998 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) IdmjjWng Number. The Paying Agent shall assign each Series 1998 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. Section . Terms of Bonds: (a) Date of Bonds. The Current Interest Series 1998 Bonds shall be dated April 15, 1998, or such other date as shall be specified in the Certificate of Award. The Capital Appreciation Series 1998 Bonds shall be dated the date of their delivery, or such other date as shall be specified in the Certificate of Award. (b) Denominations. The Current Interest Series 1998 Bonds shall be issued in denominations of$5,000 principal. amount or any integral multiple thereof. The Capital Appreciation Series 1998 Bonds shall be issued in denominations of $5,000 accreted value at maturity("maturity value") or any integral multiple thereof, except that the first numbered Capital Appreciation Series 1998 Bond may be issued in a denomination such that the maturity value of such Capital Appreciation Series 1998 Bond shall not be an integral multiple of$5,000. sF2-81572.2 3 (c) M=d1j. The Current Interest Series 1998 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 Current Interest Series 1998 Bond shall mature prior to October 15, 1999, and no Current Interest Series 1998 Bond shall mature later than the date which is 25 years from the date of the Bonds, to be determined as provided in subsection (a) of this Section. No Current Interest Series 1998 Bond shall have principal maturing on more than one principal maturity date. The Certificate of Award may provide that no Current Interest Series 1998 Bonds shall be issued. The Capital Appreciation Series 1998 Bonds shall mature on the date, in each of the years, and in such maturity values as shall be specified in the Certificate of Award. No Capital Appreciation Series 1998 Bond shall mature prior to October 15, 1999, and no Capital Appreciation Series 1998 Bond shall mature later than the date which is 25 years from the date of the Capital Appreciation Series 1998 Bonds, to be determined as provided in subsection (a) of this Section. No Capital Appreciation Series 1998 Bond shall have principal maturing on more than one principal maturity date. The Certificate of Award may provide that no Capital Appreciation Series 1998 Bonds shall be issued. (d) . As used in this Resolution and in the Bonds, the terms "interest payment date," and "interest date" shall be interchangeable, and shall mean April 15 and October 15 of each year, or such other dates as shall be specified in the Certificate of Award. The Current Interest Series 1998 Bonds shall bear interest at an interest rate not to exceed eight per cent (8%) per annum, first payable on April 15, 1999, and thereafter on April 15 and October 15 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 Current Interest Series 1998 Bond 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 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 first interest payment date, in which event it shall bear interest from its date; l , that if, at the time of authentication of any Current Interest Series 1998 Bond, interest is in default on any outstanding Current Interest Series 1998 Bonds, such Current Interest Series 1998 Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Current Interest Series 1998 Bonds. The Capital Appreciation Series 1998 Bonds shall not bear current interest; each Capital Appreciation Series 1998 Bond shall accrete in value daily over the term to its maturity (on the basis of a 360-day year consisting of twelve 30-day months), from its initial principal (denominational) amount on the date of issuance thereof to its stated maturity value at maturity thereof, on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between interest dates), commencing on October 15, 1998, and thereafter on April 15 and October 15 in each year (or on such other initial and semiannual interest dates as shall be specified in the Certificate of Award). The accreted value per $5,000 maturity value aM-91572.2 4 of the Capital Appreciation Series 1998 Bonds on each interest date shall be given for reference in a table of accreted values to appear in the Capital Appreciation Series 1998 Bonds; rovidgd, that the accreted value determined in accordance with this Section shall prevail over any different accreted value given in said table. Interest on the Capital Appreciation Series 1998 Bonds shall be payable only upon maturity or prior redemption thereof. (a) . The principal of the Current Interest Series 1998 Bonds and the accreted value of the Capital Appreciation Series 1998 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. N Interest. Record- ate. The interest on the Current Interest Series 1998 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 first day of the month in which an interest payment date occurs (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 that 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 Current Interest Series 1998 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 chi Co. or its registered assigns shall be the Owner of the Series 1998 Bonds, payment shall be made in immediately available funds as provided in Section 9(d) hereof. (c) y ent nd: (a) Principal and interest due on the Series 1998 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. Stction 7. Rcdempts'on Provisions. (a) Optional Red=VAQn. The Series 1998 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 1998 Bonds shall not be subject to optional redemption, and may provide separate and distinct redemption provisions for the Current Interest Series 1998 Bands and the Capital Appreciation Series 1998 Bonds. Unless otherwise specified in the Certificate of Award, the Current Interest Series 1998 Bonds shall be subject to optional redemption as follows: Current Interest Series 1998 Bonds maturing on or before October 15, 2006, shall not be subject to redemption prior to their respective stated maturity dates. The Current Interest Series 1998 Bonds maturing in each year beginning October 15, 2007, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, f om any source of available funds, as a whole or in part on any date on or after October 15, 2006. If less than all of the Current Interest Series 1998 Bonds are called for redemption, such bonds shall be redeemed in inverse order of sF2-81572.2 5 maturities or as otherwise directed by the District, and if less than all of the Current Interest Series 1998 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 Current Interest Series 1998 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 Current Interest Series 1998 Bonds called for redemption), together with interest accrued thereon to the date of redemption: Optional Itexiett.qdM Date Rodmdo Price October 15, 2006 through October 14, 2007 102% -October 15, 2007 through October 14, 2008 101% October 15, 2008 and thereafter 100% Unless otherwise specified in the Certificate of Award, the Capital Appreciation Series 1998 Bonds shall be subject to optional redemption as follows: Capital Appreciation Series 1998 Bonds maturing on or before October 15, 2006, shall not be subject to redemption prior to their respective stated maturity dates. The Capital Appreciation Series 1998 Bonds maturing in each year beginning October 15, 2007, 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 October 15, 2006. If less than all of the Capital Appreciation Series 1998 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 Capital Appreciation Series 1998 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 Capital Appreciation Series 1998 Bonds redeemed at the option of the District shall be redeemed at the following prices (expressed as a percentage of the accreted value of the Capital Appreciation Series 1998 Bonds called for redemption on the date of redemption): Optional Redemption Date Rcd=RdQa Price October 15, 2006 through October 14, 2007 102% October 15, 2007 through October 14, 2008 1019 October 15, 2008 and thereafter 100% (b) Mandatoly Sin1dag Fund Redemption. The Current Interest Series 1998 Bonds, if any, which are designated (at the option of the purchaser thereof) in the Certificate of Award as Current Interest Series 1998 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 sa2-91572.2 6 Certificate of Award. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Current Interest Series 1998 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Certificate of Award may provide that the Current Interest Series 1998 Bonds shall not be subject to mandatory redemption. The Capital Appreciation Series 1998 Bonds, if any, which are designated(at the option of the purchaser thereof) in the Certificate of Award as Capital Appreciation Series 1998 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 Capital Appreciation Series 1998 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Certificate of Award may provide that the Capital Appreciation Series 1998 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 1998 Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redenwdon. Notice of redemption of any Series 1998 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series 1998 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. 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 ed; (f) (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 SF2-81572.2 . 7 G) 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 1998 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, therm 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) &demvti n 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 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, prvided, 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 sa2-81372.2 8 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 provided in Section 11 hereof, and such obligation and all agreements and covenants of the District and of the County 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 bust 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 Mgnies. 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. Section . Paying Anent: (a) appointment, First Trust of California, National Association, in Los Angeles, California, is hereby appointed the initial Paying Agent for the Series 1998 Bonds (the "Paying Agent"). (b) Edndpal 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 1998 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;provid , 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) Registration.Books. The Paying Agent will keep or cause to be kept at its Principal corporate trust office sufficient books for theregistration and transfer of the Series 1998 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 sF2-81572.2 9 may prescribe, register or transfer or cause to be registered or transferred on said books, Series . 1998 Bonds as provided in Section 4 hereof. (d) EUment of Pees and Expenses. The fees and expenses of the Paying Agent not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of the Education Code of the State of California. ScWgn 9. Transfer Under Book:Entry Sygm: Discontinuation of Book Entry System: (a) The Series 1998 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series 1998 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"); pmAded, that any successor of Cede & Co., as nominee of The Depository 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 Depository 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; pm , 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. (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 1998 Bonds by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new Series 1998 Bond for each maturity shall be executed and delivered (in the case of Current Interest Series 1998 Bonds, in the aggregate principal amount of the Current interest Series 1998 Bonds then outstanding, and in the case of Capital Appreciation Series 1998 Bonds, in the aggregate maturity value of the Capital Appreciation Series 1998 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 ease of any transfer pursuant to clause (iii) of subsection (a) of this section, upon receipt of the outstanding Series 1998 Bonds by the Paying Agent together with a written request of the District or County to the Paying Agent, new Series 1998 Bonds shall be executed and delivered SF2-91572.2 -10 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 1998 Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution; , , that the Paying Agent shall not be required to deliver such new Series 1998 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 1998 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 1998 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 1998 Bonds. (d) So long as the outstanding Series 1998 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 1998 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. • Mdfer and BMhanae: (a) Tranaki. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series 1998 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 1998 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 1998 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 1998 Bond or Bonds of the same series, maturity and interest payment mode (in the case of Current Interest Series 1998 Bonds, for a like aggregate principal amount, and in the case of Capital Appreciation Series 1998 Bonds, for a like aggregate maturity value). The Paying Agent may require the payment by any Owner of Series 1998 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 1998 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 02-915712 _ 11 is given that such Series 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. (b) . The Series 1998 Bonds may be exchanged for Series 1998 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 1998 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 1998 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 1998 Bond or Bonds of the same maturity and interest payment mode(in the case of Current Interest Series 1998 Bonds, for a like aggregate principal amount, and in the case of Capital Appreciation Series 1998 Bonds, for a like aggregate maturity value). 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 1998 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 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Sg&fign 11. Obligation of District: The Series 1998 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 1998 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 1998 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). Sectio. Sale of Bonds: (a) (Official Notice of Sale:LDate of Sale. The Official Notice of Sale inviting bids for the Series 1998 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 directedd to cause the Official Notice of Sale to be completed, upon consultation with the Superintendent of the District and Sutro & Co. Incorporated, 555 South Flower Street, Suite 3400, Los Angeles, financial advisor to the District with respect to the Series 1998 Bonds (herein called the "Financial Advisor"), by inserting therein the maturity schedules for the Series 1998 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. s?2-91572.2 '12 Bids for the Series 1998 Bonds shall be received on behalf of this Board of Supervisors on March 31, 1998 (or on such other date as shall be determined by the County Treasurer, so long as such date is not later than May 29, 1998), at the hour and place designated in said Official Notice of Sale. (b) Advertisemot 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 in 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 sale, 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: Certificate of Award. The County Treasurer or his designee, as delegate of this Board of Supervisors, is hereby authorized to entertain bids for the Current Interest Series 1998 Bonds and the Capital Appreciation Series 1998 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 specified in the Official Notice of Sale, (ii) the maximum interest rate on the Current Interest Series 1998 Bonds shall not be in excess of eight per cent(8%)per annum; (iii)the Capital Appreciation Series 1998 Bonds shall accrete in value to their maturity values at a compounded interest rate not in excess of eight per cent (8%) per annum; (iv) the price to be paid for the Current Interest Series 1998 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; and (v) the underwriter's discount for the sale of the Capital Appreciation Series 1998 Bonds shall not be in excess of 1.5% of the principal amount of the Capital Appreciation Series 1998 Bonds sold. 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 1998 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 1998 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 1998 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 1998 Bonds, and with respect to the Current Interest Series 1998 Bonds, shall recite 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; and with respect to the Capital Appreciation Series sF2-81572.2 -13 1998 Bonds, shall recite the date thereof, the initial principal amounts, matprity dates, and maturity values of each maturity thereof, the initial and semiannual interest dates thereof, and the terms of optional and mandatory sinking fund redemption thereof. (d) Stearate ids and Awards. Upon the advice of the Superintendent of the District, the County Treasurer (or his designee) is hereby authorized and directed to entertain separate bids for the Current Interest Series 1998 Bonds and the Capital Appreciation Series 1998 Bonds, and to separately award the sale of the Series 1998 Bonds to the maker of the best responsive bid for the Current Interest Series 1998 Bonds and the Capital Appreciation Series 1998 Bonds,respectively,upon the terms and subject to the requirements described in subsection (c) of this Section as shall be appropriate in each case. If no bid for either the Current Interest Series 1998 Bonds or the Capital Appreciation Series 1998 Bonds is acceptable, the County Treasurer is requested to reject all bids for the Series 1998 Bonds of either or both lots and to re-bid such Series 1998 Bonds or, if necessary, sell such Series 1998 Bonds by negotiated sale as permitted by law. In the event it is determined that separate bids will be requested, and if the Financial Advisor deems it to be advisable, the Board of Supervisors hereby authorizes the preparation of a separate Official Notice of Sale for each lot of the Series 1998 Bonds offered. (e) Consent ter Financial Advisor to-Bid-for Bonds. The District, by its resolution referred to in Section 2 hereof, has expressly authorized Sutro & Co. Incorporated, Financial Advisor to the District with respect to the Series 1998 Bonds, to bid for the Series 1998 Bonds, and to acquire such Series 1998 Bonds as principal either alone or as a participant in a syndicate or other similar a,-count formed for the purpose of purchasing the Series 1998 Bonds, directly or indirectly from the County. Section 13. Deposit and Investment of s: (a) The proceeds of sale of the Series 1998 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, all or any portion of the building fund of the District may be invested in the Local. Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District, all or any portion of the building fund of the District may be invested in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series 1998 Bonds. SP2-81M.2 -14 SMion 14. TM .Covens t: The County ikek owledges 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 1998 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 'pax Certificate of the District with respect to the Series 1998 Bonds, to be entered into by the District as of the date of issuance of the Series 1998 Bonds, and further that such representation and covenant shall survive payment in full or defeasance of the Series 1998 Bonds. The County acknowledges and relies upon the fact that the District has represented that the reasonably anticipated amount of qualified tax.-exempt obligations which has been and will be issued by the District, or by the Board of Supervisors of the County on behalf of the District, in 1998 does not exceed $10,004,000, and this Board of Supervisors on behalf of the District and in reliance upon such representation, hereby designates the Bonds to be qualified tax-exempt obligations pursuant to Section 265(b)(3)(B) of the Code. Section- 15. Continuing 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 . Limited Resnonsibili , for Official Stateme t: Neither the Board of Supervisors nor any officer of the County has prepared or reviewed the official statement of the District describing the Series 1998 Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or distribution thereof, RroyW , 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 1998 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. . AgWyAl of Actions: 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 1998 Bonds, necessary and desirable to accomplish the transactions authorized herein. sF2-91372.2 15 Se,cfion 1 . Effec ive Da e: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this day, February 10, 1998, by the following vote: AYES: SUPERVISORS: Uilkema, Gerber, DeSaulnier, Ganciamilla and Rogers NOES: None ABSM14T: None ABSTAIN: None Chair of a Board o�Supervisors ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator r-1 By: 0j,J0041 DepK Clerk o the Board of Supervisors SO ORDERM. SF2-81572.2 16 CLERK'S CERTIFICATE I, Phil Batchelor, Clerk of the Board of Supervisors (the "Board") and County Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on February 10, 1998, and duly entered in the minutes of said meeting, of which meeting all the members of the Board had due notice and at which a quorum thereof was present. Said resolution was adopted by the following vote: AYES: Supervisors Uil.kema, Gerber, DeSaulnier, Canciamill.a and Rogers NOES: None ABSTAIN: None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I further certify that I have carefully compared the attached copy with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. WITNESS my hand this 10th day of February , 1998. PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator r1AVh 0.1 J,4" 1Pj Dep Clerk of the Board of Supervisors County of Contra Costa EDIT A [Form of Current Interest Series 1998 Bond] Number UNITED STATES OF AMERICA Amount R-- STATE OF CALIFORNIA $ COUNTY OF CONTRA COSTA ORINDA UNION SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERM 1998 CURRENT INTEREST BOND t This bond is part of an issue of bonds which have been designated by the issuer as qualified tax-exempt obligations for purposes of section 265(b)(3)of the Internal Revenue Code of 1986. Maturity Date Interest Rate Dated as of CUSIP NO. October 15, % April 15, 1998 Registered Owner: CEDE&CO. Principal Sum: DOLLARS Orinda Union 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 or upon prior redemption hereof,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 after the Record Date(as defined herein)next 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 this bond is authenticated on or before April 1, 1999, in which event it shall bear interest from the date hereof) at the interest rate per annum stated above, payable on April 15, 1999, and thereafter on April 15 and October 15 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 Tryst 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 first day of the month in which an interest payment date occurs(the "Record Date"), whether or not such day is a business day, such interest to be paid by check or draft 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 current interest Bands(hereinafter defined)aggregating at least $1,000,000 in principal amount, interest will be paid in immediately available funds(e.g., by wire transfer) to an account maintained in the United States as specified by the owner in such request. So long as Cede &Co. or its registered assigns shall be the registered owner of this bond,payment shall be made in immediately available funds as provided in the Resolution hereinafter described. SF2-81572.2 A-1 This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if any,as may be required to designate varying series,numbers,denominations,interest rates,interest payment modes, maturities and redemption provisions),amounting in the aggregate to$ ,and designated as "Orinda Union School District General Obligation Bonds, Election of 1995, Series 1998" (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 March 7, 1995. The Bonds are issued and sold by the Board of Supervisors of the 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 February 10, 1998, and subject to the more particular terms specified in the Certificate of Award of the Bonds executed by the Treasurer of the County on March 31, 1998,which provisions are incorporated herein by reference as if set forth herein. The current interest Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 principal amount or any integral multiple thereof, provided that no current interest 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 Bondi of the same series, interest payment mode, 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 the 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, interest payment mode, 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. The current interest Bonds shall be subject to optional and mandatory sinking fund redemption prior to their respective stated maturity dates under the circumstances and upon the conditions described in the Resolution, and pursuant to the more specific terms contained in the Certificate of Award of the Bonds dated March 31, 1998. 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,premium, if any, and interest hereon, 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 Paying Agent. SP2-81572.2 A-2 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 of the County,and to be countersigned by the Deputy Clerk of said Board, as of the date set forth above. Chair of the Board of Supervisors County of Contra Costa Treasurer County of Contra Costa Countersigned: Deputy Cl er of e BoR of Npervisors sF2-61572.2 A-3 PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the current interest Bonds described in the within-mentioned Resolution and authenticated and registered on ' 1998. 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 repromtstive 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] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered bond and hereby irrevocably constitute(s)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. Dated: NOTE: The signatures)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. Signature Guarantee. Notice: Signature must be guaranteed by an eligible guarantor institution M-81572.2 A-4 EXH[BTT B [Form of Capital Appreciation Series 1998 Bond] Number UNITED STATES OF AMERICA Maturity Value R- STATE OF CALIFORNIA $ COUNTY OF CONTRA COSTA ORINDA UNION SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERIES 1998 CAPITAL APPRECIATION BOND This bond is part of an issue of bonds which have been designated by the issuer as qualified tax-exempt obligations for purposes of section 265(b)(3) of the Internal Revenue Code of 1986. Maturity Date Dated as of CUSIP NO. October 15, ' 1998 Registered Owner: CEDE& CO. Initial Principal Amount: DOLLARS Accreted Value at Maturity: DOLLARS Orinda Union School District of the County of Contra Costa, State of California(herein called the "District"),acknowledges itself indebted to and promises to pay,on the maturity date specified above or upon prior redemption hereof, in lawful money of the United States of America, to the registered owner identified above or registered assigns, the accreted value hereof on such date, consisting of the initial principal amount hereof plus interest accreted thereon to such date(in accordance with the Resolution hereinafter defined and as reflected in the Table of Accreted Values hereinafter set forth;gMjd ,that any accreted value determined in accordance with the Resolution shall prevail over any accreted values given in the Table of Accreted Values), commencing on the date hereof, compounded on April 15 and October 15 of each year commencing on October 15, 1998, assuming in any such semiannual period that such interest accretes in equal daily amounts on the basis of a 960-day year of twelve 30-day months, until the obligation represented hereby shall have been discharged, as provided in the Resolution hereinafter defined, 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. 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 or yields, interest payment modes, maturities and redemption provisions), amounting in the aggregate to$ principal amount,and designated as "Orinda Union School District General Obligation Bonds,Election of 1995,Series 1998" (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 March 7, 1995. no Bonds are issued and sold by the Board of Supervisors of the 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 SF2-81572.2 B_1 by said Board of Supervisors on February 10, 1998, and subject to the more particular terms specified in the Certificate of Award of the Bonds executed by the Treasurer of the County on March 31, 1998, which provisions are incorporated herein by reference as if set forth herein. The capital appreciation Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 accreted value at maturity (the "maturity value") or any integral multiple thereof, except that the first numbered capital appreciation Bond may be issued in a denomination such that the maturity value of such capital appreciation Bond shall not be in an integral multiple of $5,000, and provided that no capital appreciation 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 maturity value of Bonds of the same series, interest payment mode, and maturity of other authorized denominations. This bond is transferable by the registered owner hereof,in persm or by attorney duly authorized in writing, at said 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 for the same series and interest payment mode and same aggregate maturity value 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. The capital appreciation Bonds shall be subject to optional and mandatory sinking fund redemption prior to their respective stated maturity dates under the circumstances and upon the conditions described in the Resolution, and pursuant to the more specific terms contained in the Certificate of Award of the Bonds dated March 31, 1998. 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 this Board 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 the maturity value of this bond (or redemption price hereof upon redemption prior to maturity),shall be raised by taxation upon the taxable property of said 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 Paying Agent. sF2-81572.2 B-2 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 of the County, and to be countersigned by the Deputy Clerk of said Board, as of the date set forth above. Chair of the Board of Supervisors County of Contra Costa Treasurer County of Contra Costa Countersigned: Deputy Cl er o e BoO of Supervisors stn-91572.2 )B_g PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the capital appreciation Bonds described in the within-mentioned Resolution and authenticated and registered on ' 1998. 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] ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered bond and hereby irrevocably constitute(s)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. Dated: NOTE: The aignature(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. Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution sr2-81572.2 $-4 rTABLE OF ACCRETED VALUES] SF2-81572.2 $-5