HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-117 ]2047-07 JH:WHM:CQ Final
RESOLUTION NO. 98/117
A RESOLUTION OF TIME BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD
UNION SCHOOL DISTRICT(CONTRA COSTA COUNTY, CALIFORNIA),
GENERAL OBLIGATION BONDS,ELECTION OF 1997, SERIES A,IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $5,000,000
Adopted March 10,1998
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS;AUTHORITY
Section 1.01.Definitions. 2
Section 1.02.Authority for this Resolution.......................................................................................................5
ARTICLE II
THE BONDS
Section2.01.Authorization.................................................................................................................................6
Section2.02.Terms of Bonds..............................................................................................................................6
Section2.03.Redemption....................................................................................................................................7
Section2.04. Book-Entry System.......................................................................................................................7
Section2.05.Form ofBonds................................................................................................................................9
Section2.06.Execution of Bonds........................................................................................................................9
Section2.07.Transfer of Bonds...........................................................................................................................9
Section2.08.Exchange of Bonds........................................................................................................................9
Section2.09.Bond Register. ..............................................................................................................................10
Section2.10.Temporary Bonds........................................................................................................................10
Section 2.11.Bonds Mutilated,Lost,Destroyed or Stolen............................................................................10
ARTICLE III
ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS;
SECURITY FOR THE BONDS
Section 3.01.Issuance and Delivery of Bonds................................................................................................11
Section 3.02.Application of Proceeds of Sale of Bonds................................................................................11
Section 3.03.Security for the Bonds.................................................................................................................12
ARTICLE IV
SALE OF THE BONDS;DEBT SERVICE FUND;OFFICIAL
STATEMENT
Section4.01.Sale of the Bonds..........................................................................................................................13
Section4.02.Debt Service Fund. ......................................................................................................................13
Section 4.03.Disbursements From Debt Service Fund. ................................................................................13
Section4.04.Official Action..............................................................................................................................14
Section 4.05.No Approval of District's Finance Team,Structure of District's Financing,or Official
Statement................................................................................................................................14
Section 4.06.No Liability of the County. ........................................................................................................14
Section 4.07.Limited Duties of County...........................................................................................................14
ARTICLE V
COVENANTS OF THE BOARD
Section5.01.Punctual Payment. ......................................................................................................................15
Section 5.02.Extension of Time for Payment.................................................................................................15
ARTICLE VI
THE PAYING AGENT
Section6.01.Appointment of Paying Agent..................................................................................................16
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section7.01.Events of Default. ........................................................................................................................17
Section 7.02.Application of Funds Upon Default. ........................................................................................17
Section 7.03.Remedies of Bondowners...........................................................................................................18
Section7.04.Non-Waiver....... . .......................................................................................................................18
Section7.05.Remedies Not Exclusive.............................................................................................................18
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01.Supplemental Resolutions Effective Without Consent of the Owners................................19
Section 8.02.Supplemental Resolutions Effective With Consent to the Owners......................................19
ARTICLE IX
MISCELLANEOUS
Section 9.01.Benefits of Resolution Limited to Parties.................................................................................20
Section9.02.Defeasance....................................................................................................................................20
Section 9.03.Execution of Documents and Proof of Ownership by Bondowners....................................21
Section 9.04.Waiver of Personal Liability.......................................................................................................22
Section 9.05.Destruction of Canceled Bonds. ................................................................................................22
Section9.06.Partial Invalidity..........................................................................................................................22
Section 9.07.Effective Date of Resolution.......................................................................................................22
EXHIBIT A FORM OF SERIES A BOND
EXHIBIT B PUBLIC SALE DOCUMENTS:
-Official Notice of Sale
-Official Bid Form
-Notice Inviting Bids
-Notice of Intention to Sell Bonds
-Certificate of Award
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A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD
UNION SCHOOL DISTRICT(CONTRA COSTA COUNTY, CALIFORNIA),
GENERAL OBLIGATION BONDS,ELECTION OF 1997,SERIES A IN THE
AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$5,000,000
RESOLVED, by the Board of Supervisors of Contra Costa County (the "Board"), as
follows:
WHEREAS, an election was duly and regularly held in the Brentwood Union School
District (the "District") on November 4, 1997 for the purpose of submitting to the qualified
electors of the District the question whether general obligation bonds should be issued in the
aggregate principal amount of not to exceed $20,000,000, at which more than two-thirds of the
votes cast were in favor of the issuance of said bonds;and
WHEREAS, Section 15140 of the Education Code of the State of California (the
"Education Code")requires that general obligation bonds of the District shall be offered for sale
by the Board of Supervisors of Contra Costa County,as soon as possible following receipt of a
resolution adopted by the Board of Trustees of the District;and
WHEREAS,at this time the Board has received the resolution of the Board of Trustees of
the District (the "District Resolution") requesting the issuance of the first series of Bonds (the
"Series A Bonds") in the aggregate principal amount of not to exceed live Million Dollars
($5,000,000);and
WHEREAS, in its resolution, the District found and informed this Board that all acts,
conditions and things required by law to be done or performed have been done and performed
in strict conformity with the laws authorizing the issuance of general obligation bonds of the
District, and the indebtedness of the District, including the proposed issue of the Series A
Bonds,is within all limits prescribed by law;and
WHEREAS, the Board, in reliance upon the representations of the District, intends to
issue and sell the Bonds, in a principal amount not to exceed $5,000,000, pursuant to this
resolution and in conformity with the Act;and
WHEREAS,this Board hereby authorizes the issuance and sale of the Bonds pursuant to
this resolution.
ARTICLE I
DEFINITIONS;AUTHORITY
Section 1.01. DefinitilMs. The terms defined in this Section 1.01,as used and capitalized
herein, shall, for all purposes of this Resolution, have the meanings ascribed to them below,
unless the context clearly requires some other meaning.
"Act" means Article 3 and Article 9 of Chapter 2 of Part 10 of Division 1 of the California
Education Code as in effect on the date of adoption hereof(commencing with Section 15140).
"Accreted Interest" means,for the Series A Bonds,the Compound Accreted Value thereof
minus the Denominational Amount of any of the Series A Bonds as of the date of calculation.
"'Articles,"" „Sections"and other subdivisions refer to the corresponding Articles,Sections
or subdivisions of this Resolution, and the words ""herein," "hereof,," „hereunder" and other
words of similar import refer to this Resolution as a whole and not to any particular Article,
Section or subdivision hereof.
"Board"means the Board of Supervisors of Contra Costa County,California.
"Bond Counsel" means any attorney or firm of attorneys nationally recognized for
expertise in rendering opinions as to the legality and tax exempt status of securities issued by
public entities.
"Bonds"means the Series A Bonds at any time Outstanding pursuant to this Resolution.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the payment of the purchase price of the Bonds by the Original Purchaser.
"Compound Accreted Value" means, for the Series A Bonds,as of the date of calculation,
the Denominational Amount of any Series A Bonds,plus Accreted Interest thereon to such date
of calculation, compounded semiannually on each February 1 and August 1 at the stated yield
to maturity of such Series A Bond, assuming in any such semiannual period that such
Compound Accreted Value increases in equal daily amounts on the basis of a 360-day year of
twelve 30-day months.
"Compounding Date" means,with respect to any Series A Bond,August 1, 1998 and each
February 1 and August 1 thereafter to and including the date of maturity of such Series A Bond.
"County„ means Contra Costa County,California.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such
period.
"Debt Service Funds"means the funds established and held by the County for the District
under Section 4.02.
"Denominational Amount"means,with respect to any Series A Bonds,the initial purchase
price of such Series A Bond.
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„Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.04.
"Depository System Participant" means any participant in the Depository's book-entry
system.
"DTC"means The Depository Trust Company,New York,New York,and its successors
and assigns.
"District"means the Brentwood Union School District and any successor thereto.
"District Representative" means the Superintendent of the District, the Assistant
Superintendent of the District, or any other person authorized by resolution of the Board of
Trustees of the District to act on behalf of the District with respect to this Resolution and the
Bonds.
"District Resolution" means the "Resolution of the Board of Trustees of the Brentwood
Union School District Requesting the Board of Supervisors of Contra Costa County to Issue and
Sell General Obligation Bonds of the District in the Aggregate Principal Amount of Not To
Exceed $5,000,000" adopted by the District's Board of Trustees on February 25, 1998 requesting
the issuance of the Bonds by the Board.
"Federal Securities" means United States Treasury notes, bonds, bills or certificates of
indebtedness or those for which the faith and credit of the United States are pledged for the
payment of principal and interest.
"Information Services" means Financial Information, Inc.'s Financial Daily Called Bond
Service; Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond
Service;Moody's Municipal and Government; or Standard&Poor's Called Bond Record.
"Issuance Expenses" means all items of expense directly or indirectly reimbursable to the
District relating to the issuance, execution and delivery of the Bonds including,but not limited
to, filing and recording costs, settlement costs, printing costs, reproduction and binding costs,
legal fees and charges, fees and expenses of the Paying Agent,financial and other professional
consultant fees, costs of obtaining credit ratings,municipal bond insurance premiums, fees for
execution,transportation and safekeeping of the Bonds and charges and fees in connection with
the foregoing.
"Maturity Value" means the Compound Accreted "Value of any Series A Bond on its
maturity date.
"Official Notice of Sale" means, inclusively, the documents for the conduct of the public
sales of the Series A Bonds, all as set forth in Exhibit B hereto, with any changes, corrections,
deletions or additions thereto,approved by the County and the District Representative.
"Official Statement" means, inclusively, the preliminary and final official statements for
the sale of the Bonds in the forms approved by the District under the District Resolution.
"Original Purchaser" or"Original Purchasers" the first purchaser or purchasers of the
Bonds,pursuant to the Official Notice of Sale.
"Outstanding," when used as of any particular time with reference to Bonds, means all
Bonds except:
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(a) Bonds theretofore canceled by the Paying Agent or surrendered to the
Paying Agent for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section
9.02 hereof;and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized,executed,issued and delivered by the District pursuant to the Resolution.
„Owner"means any person who shall be the registered owner of any Outstanding Bond.
"Paying Agent" means First Trust of California,National Association, the Paying Agent
appointed by the District and acting as paying agent,registrar and authenticating agent for the
Bonds, its successors and assigns, and any other corporation or association which may at any
time be substituted in its place,as provided in Section 10 of the District Resolution.
"Principal Office" means the principal corporate trust office of the Paying Agent in Los
Angeles, California; provided that for transfer, exchange, registration, surrender and payment
of Bonds means the corporate trust office of First Trust National Association in St. Paul,
Minnesota, or such other office or offices as may be specified by the Paying Agent in writing to
the District and the County from time to time.
"Regulations" means temporary and permanent regulations promulgated under the Tax
Code.
"Resolution" or"Bond Resolution"means this Resolution.
"Securities Depositories" means The Depository Trust Company, 711 Steward Avenue,
Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190; Midwest
Securities Trust Company, Capital Structure-Call Notification, 440 South La Salle Street,
Chicago, Illinois 60605, Facsimile transmission: (312) 663-2343; and Philadelphia Depository
Trust Company,Reorganization Division, 1900 Market Street,Philadelphia,Pennsylvania 19103,
Facsimile transmission: (215) 496-5058; and, in accordance with then current guidelines of the
Securities and Exchange Commission, such other addresses and/or such other securities
depositories as the District may designate in a Written Request of the District delivered to the
Paying Agent.
"Series A Bonds" means the capital appreciation bonds designated 'Brentwood Union
School District (Contra Costa County, California), General Obligation Bonds, Election of 1997,
Series A," as specified in Section 2.01.
"Supplemental Resolution" means any resolution supplemental to or amendatory of this
Resolution,adopted by the Board in accordance with Article VIII hereof.
"Tax Code"means the Internal Revenue flax Code of 1986 as in effect on the Closing Date
or (except as otherwise referenced herein) as it may be amended to apply to obligations issued
on the Closing bate, together with applicable temporary and final Regulations promulgated
under the flax Code.
"Treasurer"means the Treasurer/Tax Collector of the County,or any deputy or designee
thereof.
„Written Request of the District" means an instrument in writing signed by the District
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Representative or by any other officer of the District duly authorized by the District and listed
on a Written Request of the District for that purpose.
Section 1.02. ,Authorily for this Resolution. This Resolution is entered into pursuant to
the provisions of the Act. The provisions of this Resolution relating to payment of principal of
and interest on the Bonds are set forth in this.Resolution solely at the request of the District for
the convenience of the District in the administration of the Bonds, and not to create any
responsibilities for the Board of Supervisors of the County beyond the express statutory
requirements contained in Sections 15140, 15146 and 15250 of the Act.
Y
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ARTICLE II
THE BONDS
Section 2.01. Authorization. Series A Bonds are hereby authorized to be issued by the
Board of Supervisors in the name of the District under and subject to the terms of the Act and
this Resolution; provided that (i) the final Denominational Amount of the Series A bonds shall
be set forth in the Official Statement for the Bonds; and (ii) the aggregate principal amount of
the Series A Bonds shall not exceed Five Million Dollars($5,000,000).
Section 2.02.Terms of Bonds .
(a) Form; Numberine. The Bonds shall be issued as fully registered Bonds,
without coupons, in the denomination of $5,000 each or any integral multiple thereof,
maturing in the year of maturity of the Bond for which the denomination is specified.
One Series A Bond may contain any required odd amount. Bonds shall be lettered and
numbered as the Paying Agent shall prescribe.
(b) Tate of Bonds.The Series A Bonds shall be dated the Closing Date.
(c) CUSiP Identification Numbers. "CUSIP" identification numbers shall be
imprinted on the Bonds, but such numbers shall not constitute a part of the contract
evidenced by the Bonds and any error or omission with respect thereto shall not
constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds.
In addition,failure on the part of the District to use such CUSIP numbers in any notice to
Owners of the Bonds shall not constitute an event of default or any violation of the
District's contract with such Owners and shall not impair the effectiveness of any such
notice.
(d) Maturities: Interest and Payment. For the purposes of this Resolution,
interest on the Bonds shall be calculated on the basis of a 360-day year comprised of
twelve 30-day months.
The Series A Bonds shall accrete interest at a rate or rates not to exceed twelve
percent (12%) per annum,from the Closing Date,but shall not bear interest on a current
basis. The Series A Bonds shall mature in the years and shall be issued in the aggregate
Denominational Amount set forth in the Official Statement and accrete interest and shall
have Denominational Amounts per each five thousand dollars ($5,000) in Maturity
Value as shown on the Compound Accreted Value Table attached to the Official
Statement; provided, however, that if the amount shown in that Table differs from the
amount computed by the District using the definition of Compound Accreted Value in
this Resolution, the latter shall determine the Compound Accreted Value of such Series
A Bond.
The Compound Accreted Value of the Series A Bonds is payable by check mailed
by first-class mail,in lawful money of the United States of America,at maturity,or upon
prior redemption, upon presentation and surrender of such Series A Bonds at the
Principal Office of the Paying Agent.
The Series A Bonds shall bear interest at such rate or rates as shall be determined
upon the sale thereof in accordance with Section 5 of the District Resolution.
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The interest portion of the Maturity Value of any Series A Bond which is payable
on the date of maturity shall represent interest accrued and coming due on such date.
The Compound Accreted Value of any Series A Bond at maturity shall be payable in
accordance with the foregoing,except as provided below.
Section 2.03. Redemption. The Bonds shall be subject to redemption in accordance
with the provisions of the Official Notice of Sale, which provisions are incorporated herein by
this reference.
The Paying Agent shall give notice of the redemption of the Bonds at the expense of the
District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be
redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of
notice and the date of redemption, (d) the place or places where the Bonds must be submitted
for redemption,descriptive information about the Bonds,including the dated date,interest rate
and stated maturity date. Such notice shall further state that on the specified date there shall
become due and payable upon each Bond to be redeemed, the portion of the principal amount
or Maturity Value of such Bond to be redeemed, together with interest accrued or accreted to
said date, and redemption premium, if any, and that from and after such date interest with
respect thereto shall cease to accrue or accrete and be payable.
Notice of redemption shall be by first class mail, postage prepaid, to the original
purchaser of the Bonds, to a Securities Depository and to an Information Service that
disseminates securities redemption notices, and to the District and to the County, and by
registered or certified mail or personal delivery to the respective Owners of any Bonds
designated for redemption at their addresses appearing on the Bond Register of the Paying
Agent,in every case at least 30 days,but not more than 60 days, prior to the redemption date;
provided that neither failure to receive such notice nor any defect in any notice so mailed shall
affect the sufficiency of the proceedings for the redemption of such Bonds.
Section 2.04. Bonk Entry System .
(a) Original Delivery. The Bonds shall be initially delivered in the form of a
separate single fully registered Bond (which may be typewritten) for each maturity of
the Bonds. Upon initial delivery,the ownership of each such Bond shall be registered on
the Registration Books in the name of Cede&Co. (the "Nominee"). Except as provided
in subsection (c),the ownership of all of the Outstanding Bonds shall be registered in the
name of the Nominee on the Registration Books.
With respect to Bonds the ownership of which shall be registered in the name of
the Nominee, the District and the Paying Agent shall have no responsibility or
obligation to any Depository System Participant or to any person on behalf of which the
Depository holds an interest in the Bonds. Without limiting the generality of the
immediately preceding sentence, the District and the Paying Agent shall have no
responsibility or obligation with respect to (i) the accuracy of the records of the
Depository, the Nominee or any Depository System Participant with respect to any
ownership interest in the Bonds,{ii)the delivery to any Depository System Participant or
any other person,other than an Owner as shown in the Registration Books,of any notice
with respect to the Bonds,including any notice of redemption, (iii) the selection by the
Depository of the beneficial interests in the Bonds to be redeemed in the event the
District elects to redeem the Bonds in part, (iv) the payment to any Depository System
Participant or any other person, other than an Owner as shown in the Registration
Books, of any amount with respect to principal, premium, if any, or interest on the
Bonds or (v) any consent given or other action taken by the Depository as Owner of the
Bonds.
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The District and the Paying Agent may treat and consider the person in whose
name each Bond is registered as the absolute owner of such Bond for the purpose of
payment of principal, premium and interest on such Bond, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of
registering transfers of ownership of such Bond,and for all other purposes whatsoever.
The Paying Agent shall pay the principal of and interest and premium,if any, on
the Bonds only to the respective Owners or their respective attorneys duly authorized in
writing,and all such payments shall be valid and effective to fully satisfy and discharge
all obligations with respect to payment of principal of and interest and premium,if any,
on the Bonds to the extent of the sum or sums so paid.
No person other than an Owner shall receive a Bond evidencing the obligation of
the District to make payments of principal, interest and premium, if any, pursuant to
this Resolution. Upon delivery by the Depository to the Nominee of written notice to
the effect that the Depository has determined to substitute a new nominee in its place,
and subject to the provisions herein with respect to Record Dates, such new nominee
shall become the Nominee hereunder for all purposes; and upon receipt of such a notice
the District shall promptly deliver a copy of the same to the Paying Agent.
(b) Representation Letter. In order to qualify the Bonds for the Depository's
book-entry system, the District and the Paying Agent shall execute and deliver to such
Depository a letter representing such matters as shall be necessary to so qualify the
Bonds. The execution and delivery of such letter shall not in any way limit the
provisions of subsection (a) above or in any other way impose upon the District or the
Paying Agent any obligation whatsoever with respect to persons having interests in the
Bonds other than the Owners. The Paying Agent agrees to comply with all provisions in
such letter with respect to the giving of notices thereunder by the Paying Agent. In
addition to the execution and delivery of such letter, the District may take any other
actions, not inconsistent with this Resolution, to qualify the Bonds for the Depository's
book-entry program.
(c) Transfers Outside Book- ntr, S� cam. In the event that either (i) the
Depository determines not to continue to act as Depository for the Bonds, or (ii) the
District determines to terminate the Depository as such,then the District shall thereupon
discontinue the book-entry system with such Depository. In such event,the Depository
shall cooperate with the District and the Paying Agent in the issuance of replacement
Bonds by providing the Paying Agent with a list showing the interests of the Depository
System Participants in the Bonds,and by surrendering the Bonds,registered in the name
of the Nominee, to the Paying Agent on or before the date such replacement Bonds are
to be issued. The Depository,by accepting delivery of the Bonds,agrees to be bound by
the provisions of this subsection (c). If,prior to the termination of the Depository acting
as such, the District fails to identify another Securities Depository to replace the
Depository, then the Bonds shall no longer be required to be registered in the
Registration Books in the name of the Nominee, but shall be registered in whatever
name or names the Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Article 2. Prior to its termination, the Depository
shall furnish the Paying Agent with the names and addresses of the Participants and
respective ownership interests thereof.
(d) Payments to the No i ee. Notwithstanding any other provision of this
Resolution to the contrary, but subject to Section 4.06 of this Resolution, so long as any
Bond is registered in the name of the Nominee, all payments by the District or the
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Paying Agent with respect to principal of and interest and premium, if any, on such
Bond and all notices with respect to such Bond shall be made and given,respectively,as
provided in the letter described in subsection (b) of this Section or as otherwise
instructed by the Depository.
Section 2.05. Forts of Bonds. The Bonds, the form of the Paying Agent's certificate of
authentication and registration and the form of assignment to appear thereon shall be
substantially in the form,with necessary or appropriate variations,omissions and insertions,as
permitted or required by this Resolution,as set forth in Exhibit A attached hereto.
Section 2.06. Execution of Bonds. The Bonds shall be executed on behalf of the Board
by the facsimile signatures of the Chairman, the Treasurer and the Clerk of the Board of
Supervisors who are in office on the date of adoption of this Resolution or at any time
thereafter,and the seal of the District shall be impressed,imprinted or reproduced by facsimile
thereon. if any officer whose signature appears on any Bond ceases to be such officer before
delivery of the Bonds to the purchaser,such signature shall nevertheless be as effective as if the
officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may
be signed and attested on behalf of the Board at the actual date of execution of such Bond by
such persons who are serving the County in such capacity although at the dated date of such
Bond any such person was not such officer of the County.
Only such Bonds as shall bear thereon a certificate of authentication and registration in
the form set forth in the form of the Bonds attached hereto,executed and dated by the Paying
Agent,shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution,
and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so
registered have been duly authenticated,registered and delivered hereunder and are entitled to
the benefits of this Resolution.
Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.09
hereof, by the person in whose name it is registered, in person or by his duly authorized
attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying
Agent, accompanied by delivery of a written instrument of transfer in a form approved by the
Paying Agent, duly executed. The Paying Agent shall require the payment by the Owner
requesting such transfer of any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer,the District shall execute
and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (a) fifteen days prior to the date
established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a
Bond after such Bond has been selected for redemption.
Section 2.08. Exch&nge 11Bonds. Bonds may be exchanged at the Principal Office of
the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same maturity.The Paying Agent shall require the payment by the Owner requesting
such exchange of any tax or other governmental charge required to be paid with respect to such
exchange.
No exchanges of Bonds shall be required to be made (a) fifteen days prior to the date
established by the Paying Agent for selection of Bonds for redemption or (b) with respect to a
Bond after such Bond has been selected for redemption.
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Section 2.09. Bond RCSister.The Paying Agent shall keep or cause to be kept sufficient
books for the registration and transfer of the Bond (the "Registration Books"), which shall at all
times be open to inspection by the District upon reasonable notice; and,upon presentation for
such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on said books, Bonds as herein
before provided.
Section 2.10. TemRorarv_Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed,lithographed or typewritten, shall be of such denominations as may be determined by
the District, and may contain such reference to any of the provisions of this Resolution as may
be appropriate. Every temporary Bond shall be executed by the District upon the same
conditions and in substantially the same manner as the definitive Bonds. If the District issues
temporary Bonds it will execute and furnish definitive Bonds without delay,and thereupon the
temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal
Office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary
Bands an equal aggregate principal amount of definitive Bonds of authorized denominations.
Until so exchanged,the temporary Bonds shall be entitled to the same benefits pursuant to this
Resolution as definitive Bonds executed and delivered hereunder.
Section 2.11. )Bonds Mutilated. Dost, Destroyed or {Stolen. If any Bond shall become
mutilated the District, at the expense of the Owner of said Bond, shall execute, and the Paying
Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal
amount in exchange and substitution for the Bond so mutilated,but only upon surrender to the
Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying
Agent shall be canceled by it and delivered to, or upon the order of, the District. If any Bond
shall be lost,destroyed or stolen,evidence of such loss,destruction or theft may be submitted to
the District and, if such evidence be satisfactory to the District and indemnity satisfactory to it
shall be given, the District, at the expense of the Owner, shall execute, and the Paying Agent
shall thereupon authenticate and deliver,a new Bond of like maturity and principal amount in
lieu of and in substitution for the Bond so lost, destroyed or stolen. The District may require
payment of a sum not exceeding the actual cost of preparing each new Bond issued under this
Section and of the expenses which may be incurred by the District and the Paying Agent in the
premises. Any Bond issued under the provisions of this Section 2.11 in lieu of any Bond alleged
to be lost, destroyed or stolen shall constitute an original additional contractual obligation on
the part of the District whether or not the Bond so alleged to be lost, destroyed or stolen be at
any time enforceable by anyone, and shall be equally and proportionately entitled to the
benefits of this Resolution with all other Bonds issued pursuant to this Resolution.
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ARTICLE III
ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS; SECURITY FOR THE
BONDS
Section 3.01. Issuance and Delivgly of Bands. At any time after the execution of this
Resolution the Board of Supervisors may issue and deliver the Bonds. The District
Representative shall be, and is hereby, directed to cause the Bonds to be printed, signed and
sealed,and to be delivered to the Original Purchaser upon the County Treasurer's receipt of the
purchase price therefor and upon the Original Purchaser's performance of the conditions
imposed by the District. The Paying Agent is hereby authorized to deliver the Bonds to the
Original Purchaser,upon receipt of a Written Request of the District.
Section 3.02. Application_ of Proceeds of 5&je of Bonds: Building,Fund. The proceeds
from the sale of the Bonds, to the extent of the principal amount thereof, shall be paid to the
Treasurer to the credit of the fund hereby created and established and to be known as the
"Brentwood Union School District Building Fund, Series A" of the District (the "Building
Fund"), which shall be accounted for separate and distinct from all other District and County
funds, and those proceeds shall be used solely for the purpose for which the Bonds are being
issued. The interest earned on the monies deposited to said Building Fund shall be deposited in
said Building Fund and used for the purposes for which the Bonds have been authorized. Any
excess proceeds of the Bonds not needed for the authorized purposes set forth herein for which
the Bonds are being issued shall be transferred to the Debt Service Fund and applied to the
payment of principal and interest on the Series A Bonds,at the written direction of the District.
If, after payment in full of the Series A Bonds there remain excess proceeds, any such excess
amounts shall be transferred to the general fund of the District,pursuant to Section 15234 of the
Act.
The Treasurer shall invest monies deposited to said Building Fund in any investments
permitted by law, and in any other investments which the Treasurer deems to be prudent
investments. In addition, the Treasurer shall, at the written direction of the District, transfer
funds to the provider of an investment contract upon the written recommendation of the
District Representative, provided that such investment contracts are: (i} issued or guaranteed
by an entity the corporate debt of which at the time of investment is rated in one of the two
highest long-term rating categories by Moody's Investors Service and Standard &Poor's Ratings
Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at
the time of investment in one of the two highest long-term rating categories of Moody's
Investors Service and Standard & Poor's Ratings Services; provided further that any rating
agency maintaining a rating on the Bonds shall be notified in writing by the District prior to the
District entering into said investment contract, and provided further that any such investment
contract shall contain provisions satisfactory to any rating agency maintaining a rating on the
Bonds,specifying that,in the event the long-term debt rating of the provider of the investment
contract is suspended or downgraded by either Moody's Investors Service or Standard &Poor's
Ratings Services to below said rating agency's second highest long-term rating category,
without regard to rating subcategories, the provider of such investment contract shall, within
ten (10) days,deliver to a third party collateral in the form of direct and general obligations of
the United States of America, or obligations that are unconditionally guaranteed as to principal
and interest by the full faith and credit of the United States of America,in the amount of not less
than 104% of the principal amount of the investment contract;and further specifying that,in the
event the long-term debt rating of the provider of the investment contract is withdrawn or
downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to said
rating agency's third highest long-term rating category,without regard to rating subcategories,
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such investment contract shall terminate, and the full principal amount invested thereunder,
together with any interest accrued thereon,shall be paid to the District or the Treasurer within
two (2)business days of such downgrade.
Section 3.03. Security for the Bonds. The Bonds are general obligations of the District,
and the Board of Supervisors has the power, is obligated and shall levy ad valorem taxes upon
all property within the District subject to taxation without limitation of rate or amount,for the
payment of the Bonds and the interest thereon,in accordance with and subject to Sections 15250
and Section 15252 of the Act.
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ARTICLE IV
SALE OF THE BONDS;DEBT SERVICE FUND,OFFICIAL STATEMENT
Section 4.01. Sale of the Bonds. The Series A Bonds shall be offered for sale pursuant
to the terms contained in the Official Notice of Sale in substantially the form attached hereto
and sold to the highest, best, responsible bidder according to the provisions of the Official
Notice of Sale. Provisions may be made for cancellation postponement or rescheduling of the
sale in accordance with the Official Notice of Sale.
The Clerk is hereby authorized and directed to notice the sale of the Bonds by: (i)
publication of a notice substantially in the form contained in Exhibit B hereto in the Antioch
Ledger, a newspaper of general circulation printed and published within the District and the
County, once a week for two successive weeks, with the first publication at least fourteen (14)
days before the proposed sale date, and (ii) publication of a notice substantially in the form
contained in Exhibit B hereto in the Bond Buyer,a financial newspaper of statewide circulation,
one time,which publication shall occur at least fifteen (15)days before the proposed sale date.
On Wednesday, April 1, 1998 (or a succeeding Wednesday, as the case may be) on or
before the hour of 12:00 o'clock p.m. (Pacific Daylight Time),the Treasurer is hereby authorized
and directed to accept, on behalf of the County and the District, the best responsive bid(s) for
the Bonds, provided that such bid shall provide a true interest cost of not to exceed twelve
percent (12%) per annum and the price paid for the Bonds shall not be less than the par value
thereof, or to reject all bids. If such true interest cost and price are acceptable to the Treasurer,
the Treasurer is hereby authorized and directed to complete and execute Certificate of Award,
substantially in the form contained in Exhibit B hereto and to provide a completed and executed
copy thereof to the successful bidder,the Clerk and the District.
The District, in the District Resolution, has expressly authorized Zions First National
Bank (parent company of Kelling, Northcross & Nobriga, the Financial Advisor to the District
with respect to the Bonds) to bid for the Bonds, and to acquire such Bonds as principal either
alone or as a participant in a syndicate or other similar account formed for the purpose of
purchasing the Bonds,directly or indirectly from the County.
Section 4.02. Debt Service Fund. The County Treasurer shall create and maintain while
the Bonds are outstanding an interest and sinking fund for the Series A Bonds (the "Debt
Service Fund"),which shall be maintained by the Treasurer as a separate account,distinct from
all other funds of the District, into which shall be paid on receipt thereof, (i) the portion of the
Bond proceeds designated in Section 3.02(a)of this Resolution,and (ii)the proceeds of any taxes
levied pursuant to Section 3.03. The Debt Service Fund shall be administered and
disbursements made in the manner set forth in Section 4.03 hereof.
Section 4.03. Dis mements From Debt Service Find. The moneys in the Debt
Service Fund, to the extent necessary to pay the principal of and interest on the Bonds as the
same become due and payable,shall be transferred by the Treasurer to the Paying Agent which,
in turn, shall pay such moneys to DTC to pay the principal of and interest on the Bonds. DTC
will thereupon make payments of principal and interest on the Bonds to the DTC Participants
who will thereupon make payments of principal and interest to the beneficial owners of the
Bonds. Any moneys remaining in the Debt Service Funds after the Bonds and the interest
thereon have been paid, or provision for such payment has been made, shall be transferred to
the General Fund of the District,pursuant to Section 15234 of the Act.
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Section. 4.04. Official Action. All actions heretofore taken by the officers and agents of
the County with respect to the sale and issuance of the Bonds are hereby approved, and the
County Treasurer and all other officers of the County are hereby authorized and directed for
and in the name and on behalf of the Board, to do any and all things and take any and all
actions relating to the execution and delivery of any and all certificates,requisitions,agreements
and other documents,which they, or any of them,may deem necessary or advisable in order to
consummate the lawful issuance and delivery of the Bonds in accordance with this resolution.
Section 405. No Approval of District's Finance Team. SftMctUXe of District's
Financing, or Official StatjMent. The County has not assisted the District, nor has it
participated in any way,in: (a)the selection of the District's Original Purchaser,bond counsel,
paying agent or financial advisor;or(b)the structuring of the Bonds to be financed. In addition,
the County has not approved the District's Official Statement,and County does not assume any
responsibility for the adequacy or accuracy of the statements contained therein, except those
statements provided by the County relating to the County's Investment Policy and Investment
Pool.
Section 4.06. No Liability,,of the Com. Notwithstanding anything stated to the
contrary in this Resolution, (a) the Bonds are not a debt of the County, including its Board,
officers, officials,agents and employees,and the County, including its Board, officers, officials,
agents and employees,has no obligation to repay the Bonds; (b)the Board's sole responsibilities
hereunder are to issue, sell and levy a tax for the repayment of the Bonds, as provided in
Sections 15140, 15146 and 15250, respectively, of the Act, and (i) neither the County, nor the
Board, nor any officer, official, agent or employee of the County, shall have any obligation or
liability hereunder or in connection with the transactions contemplated hereby other than as
specified in said Tax Code Sections; (ii) the Bonds, including interest thereon, shall be payable
solely from taxes levied by the Board pursuant to Section 15250 of the Act; and (iii) the County,
including its Board, officers, officials,agents and employees, shall retain all of their respective
constitutional and statutory privileges, immunities, rights and defenses in carrying out their
duties under this Resolution.
Section 4.07. Limited Duties of County: Indemnification. The County, including its
Board, officers, officials,agents and employees, shall undertake only those duties of the County
under this Resolution which are specifically set forth in this Resolution, and even during the
continuance of an event of the District's default with respect to the repayment of the Bonds,
including interest thereon,no implied covenants or obligations shall be read into this Resolution
against the County, including its Board, officers, officials, agents and employees. The District
further agrees to indemnify,defend and hold harmless the County,including its Board,officers,
officials, agents and employees,against the payment of any and all liabilities,losses, costs and
expenses (including attorneys fees and court costs), damages and claims which the County,
including its Board, officers, officials, agents and employees, may incur in the exercise and
performance of its or their powers and duties hereunder which are not due to its or their
negligence or bad faith.
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ARTICLE V
COVENANTS OF THE BOARD
Section 5,01. Punctual P;vment. The Board will levy ad valorem taxes, aspprovided in
Section 15250 of the Act, so as to enable the District to punctually pay, or cause to be paid, the
principal of and interest on the Bonds, in conformity with the terms of the Bonds and of this
Resolution. Nothing herein contained shall prevent the District from making advances of its
own moneys,howsoever derived,to any of the uses or purposes permitted by law.
Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity,the Board will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and will
not,directly or indirectly,approve any such arrangement by purchasing or funding said claims
for interest or in any other manner. In case any such claim for interest shall be extended or
funded, whether or not with the consent of the District, such claim for interest so extended or
funded shall not be entitled, in case of default by the District hereunder, to the benefits of this
Resolution, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have so extended or funded.
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ARTICLE VI
THE PAYING AGENT
Section 6.01. AS212o`n ent of Paying Agent. First Trust of California, National
Association,at its Principal Office in Los Angeles,California,has been appointed by the District
as the Paying Agent for the Bonds. The Paying Agent has undertaken to perform such duties,
and only such duties,as are specifically set forth in this Resolution and the District Resolution.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events of Default. Any one or more of the following events shall
constitute an "event of default:"
(a) if default shall be made by the District in the due and punctual payment
of the principal of or redemption premium, if any, on any Bond when and as the same
shall become due and payable, whether at maturity as therein expressed,by declaration
or otherwise;
(b) if default shall be made by the District in the due and punctual payment
of any installment of interest on any Bond when and as such interest installment shall
become due and payable;
(c) if default shall be made by the District in the observance of any of the
covenants, agreements or conditions on its part in this Resolution or in the Bonds
contained, and such default shall have continued for a period of thirty (30) days after
written notice thereof to the District Representative; or
(d) if the District shall file a petition seeking reorganization or arrangement
under the federal bankruptcy laws or any other applicable law of the United States of
America, or if a court of competent jurisdiction shall approve a petition, seeking
reorganization of the District under the federal bankruptcy laws or any other applicable
law of the United States of America, or if,under the provisions of any other law for the
relief or aid of debtors, any court of competent jurisdiction shall assume custody or
control of the District or of the whole or any substantial part of its property.
Section 7.02. ,Application of Funds Upon Default. All of the sums in the Debt Service
Fund and accounts provided for in Section 4.02 hereof upon the occurrence of an Event of
Default as provided in Section 7.01 hereof,and all sums thereafter received by the Paying Agent
hereunder,shall be applied by the Paying Agent in the following order upon presentation of the
Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender
thereof if fully paid.
.First, to the payment of the costs and expenses of the Paying Agent hereunder
and of the costs and expenses of Bondowners in declaring such event of default,
including reasonable compensation to their agents,attorneys and counsel,
Second,in case the principal of the Bonds shall not have become due and payable,
to the payment of the interest in default in the order of the maturity of the installments
of such interest, with interest on the overdue installments at the rate of twelve percent
(12%) per annum (to the extent that such interest on overdue installments shall have
been collected), suchpayments to be made ratably to the persons entitled thereto
without discrimination or preference;
Third,in case any principal of the Bonds shall have become and shall be then due
and payable, all such sums shall be applied to the payment of the whole amount then
owing and unpaid upon the Bonds for principal and interest, with interest on the
overdue principal and installments of interest at the rate of twelve percent (12%) per
annum (to the extent that such interest on overdue installments of interest shall have
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been collected), and in case such moneys shall be insufficient to pay in full the whole
amount so owing and unpaid upon the Bonds, then to the payment of such principal
and interest without preference or priority of principal over interest, or interest over
principal, or of any installment of interest over any other installment of interest,ratably
to the aggregate of such principal and interest.
Section 7.03. Remedies of Bondowners. Any Owner shall have the right,for the equal
benefit and protection of all Bondowners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the District and its
members, officers, agents or employees to perform each and every term, provision and
covenant contained in this Resolution and in the Bonds,and to require the carrying out
of any or all such covenants and agreements of the District and the fulfillment of all
duties imposed upon it;
(b) by suit,action or proceeding in equity,to enjoin any acts or things which
are unlawful,or the violation of any of the Bondowners'rights; or
(c) upon the happening of any event of default (as defined in Section 7.01
hereof), by suit, action or proceeding in any court of competent jurisdiction, to require
the District and its members and employees to account as if it and they were the trustees
of an express trust.
Section 7.04. Non-Waiver.Nothing in this Article VII or in any other provision of this
Resolution,or in the Bonds,shall affect or impair the obligation of the District,which is absolute
and unconditional,to pay the principal of and interest on the Bonds to the respective Owners of
the Bonds at the respective dates of maturity,as herein provided, or affect or impair the right of
action against the District,which is also absolute and unconditional,of such Owners to institute
suit against the District to enforce such payment by virtue of the contract embodied in the
Bonds.
A waiver of any default by any Owner shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of any Owner of any of
the Bonds to exercise any right or power accruing upon any default shall impair any such right
or power or shall be construed to be a waiver of any such default or an acquiescence therein,
and every power and remedy conferred upon the Bondowners by this Article VI may be
enforced and exercised from time to time and as often as shall be deemed expedient by the
Owners of the Bonds.
If a suit,action or proceeding to enforce any right or exercise any remedy be abandoned
or determined adversely to the Bondowners,the District and the Bondowners shall be restored
to their former positions,rights and remedies as if such suit,action or proceeding had not been
brought or taken.
Section 7.05. Remedies Not Exclusive. No remedy herein conferred upon the Owners
of Bonds shall be exclusive of any other remedy and that each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or thereafter
conferred on the Bondowners.
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ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01.. Supplemental Resolutions Effective Without Consent of the Owners.
For any one or more of the following purposes and at any time or from time to time, a
Supplemental Resolution of the Board may be adopted, which, without the requirement of
consent of the Owners of the Bonds,shall be fully effective in accordance with its terms.
(a) To add covenants and agreements of the Board in this Resolution, which
are not contrary to or inconsistent with this Resolution as theretofore in effect;
(b) To add limitations and restrictions in this Resolution, other limitations
and restrictions to be observed by the Board which are not contrary to or inconsistent
with this Resolution as theretofore in effect;
(c) To confirm, as further assurance, any pledge of the District under this
Resolution, of any moneys, securities or funds, or to establish any additional funds or
accounts to be held under this Resolution;
(d) To cure any ambiguity,supply any omission,or cure or correct any defect
or inconsistent provision in this Resolution; or
(e) To make such additions, deletions or modifications as may be necessary
to assure exclusion from gross income for purposes of federal income taxation of interest
on the Bonds.
Section 8.02. Supplement&I Resolutions Effective With Consent to the Owners. Any
modification or amendment of this Resolution and of the rights and obligations of the District
and of the Owners of the Bonds,in any particular,may be made by a Supplemental Resolution,
with the written consent of the Owners of at least two-thirds in aggregate principal amount of
the Bonds Outstanding at the time such consent is given. No such modification or amendment
shall permit a change in the terms of maturity of the principal of any Outstanding Bonds or of
any interest payable thereon or a reduction in the principal amount thereof or in the rate of
interest thereon, or shall reduce the percentage of Bonds the consent of the Owners of which is
required to effect any such modification or amendment,or shall change any of the provisions in
Section 7.01 hereof relating to Events of Default, or shall reduce the amount of moneys pledged
by the District for the repayment of the Bonds without the consent of all the Owners of such
Bonds, or shall change or modify any of the rights or obligations of any Paying Agent without
its written assent thereto.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution LiMited to Parties. Nothing in this Resolution,
expressed or implied, is intended to give to any person other than the Board, the District, the
Paying Agent and the Owners of the Bonds,any right,remedy,claim under or by reason of this
Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained
by and on behalf of the District shall be for the sole and exclusive benefit of the Owners of the
Bonds.
Section 9.02. Uefe�.
(a) Discharge gf Resolution. Bonds may be paid by the District in any of the
following ways, provided that the District also pays or causes to be paid any other sums
payable hereunder by the District:
(i) by paying or causing to be paid the principal of and interest on Bonds
Outstanding,as and when the same become due and payable,
(ii) by depositing, in trust, at or before maturity, money or securities in the
necessary amount (as provided in Section 9.02(c))to pay Bonds Outstanding;or
(iii) by delivering to the Paying Agent, for cancellation by it, Bonds
Outstanding.
If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all
other sums payable hereunder by the District,then and in that case,at the election of the District
(evidenced by a certificate of a District Representative, filed with the Paying Agent, signifying
the intention of the District to discharge all such indebtedness and this Resolution), and
notwithstanding that any Bonds shall not have been surrendered for payment, this Resolution
and other assets made under this Resolution and all covenants, agreements and other
obligations of the District under this Resolution shall cease, terminate, become void and be
completely discharged and satisfied, except only as provided in Section 9,02(b). In such event,
upon request of the District, the Paying Agent shall cause an accounting for such period or
periods as may be requested by the District to be prepared and filed with the District and shall
execute and deliver to the District all such instruments as may be necessary to evidence such
discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to
the District all moneys or securities or other property held by it pursuant to this Resolution
which are not required for the payment of Bonds not theretofore surrendered for such payment.
(b) Discharge of Liability on Bonds. Upon the deposit,in trust,at or before maturity,
of money or securities in the necessary amount (as provided in Section 9.02(c) to pay any
Outstanding Bond (whether upon or prior to its maturity date), then all liability of the District
in respect of such Bond shall cease and be completely discharged,except only that thereafter the
Owner thereof shall be entitled only to payment of the principal of and interest on such Bond by
the District,and the District shall remain liable for such payment,but only out of such money or
securities deposited with the Paying Agent as aforesaid for such payment, provided further,
however,that the provisions of Section 9.02(d)shall apply in all events.
The District may at any time surrender to the Paying Agent for cancellation by it any
Bonds previously issued and delivered, which the District may have acquired in any manner
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whatsoever,and such Bonds,upon such surrender and cancellation, shall be deemed to be paid
and retired.
(c) DMosit of Money or Securities with Paving Agent. Whenever in this Resolution
it is provided or permitted that there be deposited with or held in trust by the Paying Agent
money or securities in the necessary amount to pay any Bonds,the money or securities so to be
deposited or held may include money or securities held by the Paying Agent in the funds and
accounts established pursuant to this Resolution and shall be:
(i) lawful money of the United States of America in an amount equal to the
principal amount of such Bonds and all unpaid interest thereon to maturity,or
(ii) Federal Securities (not callable by the issuer thereof prior to maturity) the
principal of and interest on which when due, in the opinion of a certified public
accountant, knowledgeable in calculation of amounts necessary to defease municipal
securities, delivered to the District,will provide money sufficient to pay the principal of
and all unpaid interest to maturity, on the Bonds to be paid, as such principal and
interest become due;
provided, in each case, that the Paying Agent shall have been irrevocably instructed (by the
terms of this Resolution or by request of the District) to apply such money to the payment of
such principal and interest with respect to such Bonds.
(d) Payment of Bonds After Discharge of Resolution. Notwithstanding any
provisions of this Resolution, subject to Section 4.06, any moneys held by the Paying Agent in
trust for the payment of the principal of,or interest on,any Bonds and remaining unclaimed for
two years after the principal of all of the Bonds has become due and payable, if such moneys
were so held at such date, or two years after the date of deposit of such moneys if deposited
after said date when all of the Bonds became due and payable, shall, upon request of the
District,be repaid to the District free from the trusts created by this Resolution, and all liability
of the Paying Agent with respect to such moneys shall thereupon cease; provided, however,that
before the repayment of such moneys to the District as aforesaid,the Paying Agent may (at the
cost of the District) first mail to the Owners of all Bonds which have not been paid at the
addresses shown on the registration books maintained by the Paying Agent a notice in such
form as may be deemed appropriate by the Paying Agent,with respect to the Bonds so payable
and not presented and with respect to the provisions relating to the repayment to the District of
the moneys held for the payment thereof.
Section 9.03. Execution of I7ocuments and Proof of Ownership by Bondowners.Any
request, declaration or other instrument which this Resolution may require or permit to be
executed by Bondowners may be in one or more instruments of similar tenor, and shall be
executed by Bondowners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided,the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney,may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
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Any request,declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District, the Paying Agent or the District Representative in good faith and in accordance
therewith
Section 9.04. Waiver of P r$onal Liability,. No board member, officer, agent or
employee of the Board or the District shall be individually or personally liable for the payment
of the principal of or interest on the Bonds;but nothing herein contained shall relieve any such
board member, officer,agent or employee from the performance of any official duly provided
by law.
Section 9.05. Destruction of Canceled Bands.Whenever in this Resolution provision is
made for the surrender to the District of any Bonds which have been paid or canceled pursuant
to the provisions of this Resolution, a certificate of destruction duly executed by the baying
Agent shall be deemed to be the equivalent of the surrender of such canceled Bonds and the
District shall be entitled to rely upon any statement of fact contained in any certificate with
respect to the destruction of any such Bonds therein referred to.
Section 9.06. Partial Invalidity.If any Section,paragraph,sentence,clause or phrase of
this Resolution shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Resolution. The Board hereby declares that it
would have adopted this Resolution and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any
court, the District is rendered unable to perform its duties hereunder, all such duties and all of
the rights and powers of the District hereunder shall be assumed by and vest in the District
Representative in trust for the benefit of the Bondowners. Nothing in this Section 9.06 is
intended to create, nor shall the remaining portions of this Resolution create, any liability or
obligation of the Board or the County beyond those specifically imposed by statute, as
specifically referenced in Section 4.06.
Section 9.07. Effective Date of Resolution. This Resolution shall take effect from and
after the date of its passage and adoption.
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PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa
this 10th day of March,1998,by the following vote:
AYES: Supervisors Uilkema , Gerber , DeSaulnier , Canciamilla, Rogers
NOES: None
ABSENT OR NOT VOTING: None
By: i,�
Chafe Board of Su ervisors
(SEAL)
Attest: Phil Batchelor , Clerk of the
Board and County Administrator
By:
Clerk of the Board
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EXHIBIT A
FORM OF BOND
(Maturity Amount)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
CONTRA COSTA COUNTY
BRENTWOOD UNION SCHOOL DISTRICT
GENERAL OBLIGATION BOND,
ELECTION OF 1997,
SERIES A
INTEREST RATE: MATURITY DATE: ISSUEDATE: USIP
% August 1,2022 April 15, 1998
REGISTERED OWNER: CEDE &CO.
INITIAL PRINCIPAL AMOUNT: DOLLARS
MATURITY AMOUNT: DOLLARS
The BRENTWOOD UNION SCHOOL DISTRICT, an elementary school district, duly
organized and existing under and by virtue of the Constitution and laws of the State of
California (the "District"), for value received hereby promises to pay to the Registered Owner
stated above, or registered assigns (the "Owner"5, on the Maturity Date stated above, the
Maturity Amount stated above, constituting the Principal Amount of $ per
$ of Maturity Amount in lawful money of the United States of America, and
interest on said Principal Amount from April 15, 1998 until payment of such Principal Amount
at the Interest Rate stated above per annum,compounded semiannually on each February 1 and
August 1, commencing August 1, 1998 and payable on the Maturity Date specified above;
provided, however, that the amount of principal and interest payable on any date shall be
determined solely by reference to the Table of Compounded Amounts on Page 4 hereof.
Principal hereof and interest herein is are payable in lawful money of the United States of
America upon presentation and surrender of this Bond at the corporate trust office of First Trust
National Association in St. Paul, Minnesota (the "Trust Office") on behalf of First Trust of
California, National Association, as paying agent (the "Paying Agent"), or such other office
designated by the Paying Agent. Payment of the principal of and interest on the Bonds shall be
payable by check representing the coin or currency of the United States of America as, at the
times of payment,shall be legal tender for the payment of public or private debts.
This Bond is one of a duly authorized issue of bonds of the District designated as
"Brentwood Union School District, General Obligation Bonds, Election of 1997, Series A" (the
"Series A Bonds"), in an aggregate principal amount of Dollars
($ ), all of like tenor and date (except for such variation, if any, as may be
required to designate varying numbers, maturities, interest rates or redemption and other
provisions) and all issued pursuant to the provisions of Article 3 of Chapter 2 of Part 10
(commencing with section 15140) of the Act and Article 9 of Chapter 3 of Part 10 of the Act
(collectively, the "Act"), and pursuant to Resolution No. of the Board of Supervisors of
Contra Costa County adopted March 10, 1998(the"Resolution"),authorizing the issuance of the
Exhibit A
Page 1
Bonds. The Series A Bonds are being issued subject to the terms and conditions of the
Resolution. All capitalized terms herein shall have the same meaning as the capitalized terms in
the Resolution. Reference is hereby made to the Resolution (copies of which are on file at the
office of the Superintendent of the District)and the Act for a description of the terms on which
the Bonds are issued and the rights thereunder of the owners of the Series A Bonds and the
rights,duties and immunities of the Paying Agent and the rights and obligations of the District
thereunder,to all of the provisions of which Resolution the Owner of this Bond,by acceptance
hereof,assents and agrees.
The Series A Bonds have been issued by the District to acquire and construct school
facilities for the District.
This Series A Bond and the interest hereon and on all other Series A Bonds and the
interest thereon (to the extent set forth in the Resolution) are general obligations of the District.
Subject to the Act Section 15250, the Board of Supervisors of the County has the power and is
obligated to levy ad valorem taxes for the payment of the Series A Bonds and the interest
thereon upon all property within the District subject to taxation by the District.
The Series A Bonds maturing on and after August 1, 2007 are subject to redemption
commencing on August 1, 2006 and thereafter through and including August 1, 2022 at the
redemption price of 102% of the par amount of such Series A Bonds redeemed.
Contra Costa County, including its Board, officers, officials, agents and employees: (i)
are not liable for the payment of the Series A Bonds,including the interest hereon;and (ii) shall
retain all their respective constitutional and statutory privileges, immunities, rights and
defenses in carrying out their duties under the Resolution.
The Series A Bonds are issuable as fully registered Series A Bonds, without coupons,in
denominations of $5,000 and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges, if any, as provided in the Resolution. Series A
Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized
denominations and of the same maturity.
This Series A Bond is transferable by the Owner hereof,in person or by his attorney duly
authorized in writing,at said office of the Paying Agent in Los Angeles, California,but only in
the manner and subject to the limitations provided in the Resolution,and upon surrender and
cancellation of this Series A Bond. Upon registration of such transfer a new Series A Bond or
Bonds, of authorized denomination or denominations,for the same aggregate principal amount
and of the same maturity will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the Owner hereof as the absolute owner
hereof for all purposes,and the District and the Paying Agent shall not be affected by any notice
to the contrary.
The Resolution may be amended without the consent of the Owners of the Series A
Bonds to the extent set forth in the Resolution.
The District has certified that all of the things, conditions and acts required to exist, to
have happened or to have been performed precedent to and in the issuance of this Bond do
exist,have happened or have been performed in due and regular time and manner as required
by the laws of the State of California, and that all things necessary to consummate the lawful
issuance and sale of the Bonds, the amount of this Series A Bond, together with all other
indebtedness of the District, does not exceed any limit prescribed by any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Exhibit A
Page 2
Resolution.
This Series A Bond shall not be entitled to any benefit under the Resolution or become
valid or obligatory for any purpose until the Certificate of Authentication hereon shall have
been signed manually by the Paying Agent.
Exhibit A
Page 3
IN WITNESS WHEREOF, the Brentwood Union School District, Contra Costa County,
California has caused this Bond to be executed on behalf of the District and in their official
capacities by the manual or facsimile signatures of the Chairman of the Board of Supervisors of
Contra Costa County, and the County Treasurer, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board,and its seal to be reproduced hereon, all as of the
Issue Date stated above.
BOARD OF SUPERVISORS OF CONTRA
COSTA COUNTY,solely in its capacity as
issuer of this Series A Bond in the name of
the Brentwood Union School District
By:
Chairman of the Board
_ By:
Treasurer
(SEAL)
ATTEST:
By:
Clerk
Exhibit A
Page 4
TABLE OF COMPOUNDED AMOUNTS
[To Come]
Exhibit A
Page 5
[FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Series A Bonds described in the within-mentioned Resolution.
Authentication Date:
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Paying Agent
By:
Authorized Signatory
Exhibit A
Page 6
(FORM OF ASSIGNMENT)
For value received,the undersigned do(es)hereby sell,assign and transfer unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration books of the Paying Agent,with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a qualified guarantor.
NOTICE: The signature on this assignment
must correspond with the name(s) as
written on the face of the within Bond in
every particular without alteration or
enlargement or any change whatsoever.
Exhibit A
Page 7
EXHIBIT B
PUBLIC SALE DOCUMENTS
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 1997, SERIES A
(CAPITAL APPRECIATION BONDS)
OFFICIALNOTICE OF SALE......................................................................................................................B-1
OFFICIALBID FORM....................................................................................................................................B-8
NOTICEINVITING BIDS............................................................................................................................B-10
NOTICEOF INTENTION............................................................................................................................B-11
CERTIFICATE OF AWARD.........................................................................................................................B-12
CERTIFICATE OF AWARD-Attachment 1..............................................................................................B-13
CERTIFICATE OF AWARD-Attachment 2..............................................................................................B-14
OFFICIAL NOTICE OF SALE
OF NOT TO EXCEED$5,000,000*
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONDS)
NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of not to exceed
$5,000,000 denominational amount of Brentwood Union School District (Contra Costa County,
California),General Obligation Bonds, Flection of 1997,Series A (Capital Appreciation Bonds)
(the"Series A Bonds"),will be received at the place and up to the time below specified:
TIME: Tuesday, March 31, 1998 at 9:30 o'clock a.m. (Pacific Daylight Time) or if
no proposals are received or accepted, then without further
advertisement,as noticed in the Munifacts News Service at least twenty-
four (24)hours before the time for receipt of bids,until such time as a bid
is awarded or notice to the contrary is given.
PLACE: Office of the Financial Advisor, Kelling, Northcross and Nobriga, Inc.,
1333 Broadway,Suite 1000,Oakland,California 94612.
MAILED
BIDS: Board of Supervisors,County of Contra Costa c/o, Kelling, Northcross &
Nobriga, Inc., 1333 Broadway, Suite 1000, Oakland, California, 94612 -
"Proposal for Brentwood Union School District (Contra Costa County,
California),General Obligation Bonds,Election of 1997,Series A."
FACSIMILE
BIDS: Bids may be submitted by facsimile. The number to use for this purpose
is(510)208-8282.
ISSUE: The Series A Bonds will not bear current interest,but will accrete interest
from their date of delivery (assumed for the purpose of this bid to be
April. 15, 1998), to their respective maturity dates and maturity values.
The maturity schedule and the maturity values for the Series A Bonds are
shown below. The maturity value represents the denominational amount
thereof, plus accreted interest,calculated from the date of delivery to the
respective maturity date,compounded on each February 1 and August 1,
assuming in any such semiannual period that such accreted value
increase in equal daily amounts on the basis of a 360-day year of twelve
30-day months. The "denominational amount" is that principal amount
which, when accreted at its associated yield to maturity until its
scheduled maturity date,results in a payment described as its "Maturity
Value." Accreted interest is payable, together with the denominational
amount, only at maturity or upon prior redemption. The maturity values
will be in denominations of $5,000 or any integral multiple thereof, and
will be paid on August 1 in the amounts and in each of the years 1999 to
2022,inclusive,as follows:
Exhibit B
Page 1
Maturity Maturity
Year Value Year Value
[TO COME]
Total Maturity Value$
Redemption: The Bonds maturing on or before August 1, 2006, are not subject to
redemption prior to their stated maturity dates. The Bonds maturing on and after August 1,
2007 are subject to redemption prior to their respective stated maturity dates at the option of the
District,from any source of available funds,in whole or in part,on any date on or after August
1, 2006, among such maturity dates as are selected by the District and by lot within any one
maturity if less than all of the Bonds of one maturity are redeemed,at the following redemption
price (expressed as a percentage of the Accreted Value as of the date of redemption of the Bonds
called for redemption).
Redemption Date Redemvtion Price
August 1,2006 and thereafter 102%
Security: The Series A Bonds are general obligations of the Brentwood Union School
District and the Board of Supervisors of the County of Contra Costa (the "Board of
Supervisors") has thepower and is obligated to levy ad valorem taxes for the payment of the
Series A Bonds and the interest thereon without limitation as to rate or amount upon all
property within the District subject to taxation(except for certain classes of personal property).
Definitions: For this Notice, the following capitalized terms shall have the following
meanings:
"Accreted Interest" means the difference on a Series A Bond,between the Denominational
Amount and the Accreted Value of a Series A Bond,as of the date of calculation.
"Accreted Value" means, as of the date of calculation, the calculated value of a Series A
Bond upon discounting its Maturity Value semiannually at its Bond Yield to said calculation
date, assuming that within any such semiannual period Accreted Value increases in equal daily
amounts to its Accreted Value on its next semiannual compounding date, on the basis of a 360-
day year of twelve 30-day months. The semiannual compounding dates for calculating
Accreted Value for the Series A Bonds are February 1 and August 1.
"Bond Yield"means the stated yield bid by the underwriter to the Board which discounts
the Maturity Value of any Series A Bond to its Denominational Amount. (NOTE: Bond Yield is
greater than reoffering yield for those maturities for which the underwriter generates
"Production").
"Denominational Amount"means the initial purchase price of any Series A Bond at which
it is purchased from the Board by the underwriter (NOTE- The Bonds may be reoffered to
investors at a price higher than the Denominational Amount to cover underwriter's
compensation, bond insurance premium,if any,and rating fee resulting therefrom,if any. )
".Maturity Value"'means the Accreted Value of any Series A Bond on its maturity date.
"Reoffering Price" means the price at which a Series A Bond is initially reoffered to the
Exhibit B
Page 2
public by an underwriter. (NOTE: aggregate Denominational Amount plus underwriting
spread, including bond insurance premium, if any, and rating fee, if any, equals aggregate
Reoffering Price.) Conceptually this is analogous to production on a par bid to an issuer of
current interest bonds. An accretion table for the Series A Bonds based upon Reoffering Prices
and reoffering yields will be provided as an appendix to the final official statement.
„Reoffering Yield" means the yield which discounts the Maturity Value of any Series A
Bond to its Reoffering Price. Reoffering Yield is calculated on the basis of a 360-day year of
twelve 30-day months discounted semi-annually on February 1 and August 1.
"Transfer Amount"means,with respect to any Series A Bond,the Maturity Value.
TERMS OF SALE
Adjustment of Maturities: The amounts set forth above as the Maturity Values for the
Series A Bonds may be adjusted either upward to downward, in an amount not expected to
exceed 10% of such Maturity Value, after award of the Bonds has been made to the successful
bidder,in order to adjust the aggregate denominational amount of all Series A Bonds as close as
possible to but not more than $5,000,000. The successful bidder will be notified of the actual
Maturity Value schedule relating to the Series A Bonds not later than the "Time of Award"
shown below. Any increase or decrease will be in $5,000 increments of Maturity Value,
provided that at least one Series A Bond may be issued in an odd Maturity Value. In the event
of any such adjustment, no rebidding or recalculation of the bids submitted will be required or
permitted and no successful bid may be withdrawn. The successful bidder will not be
permitted to change any Bond Yield in its bid.
Interest Rate: The maximum yield bid on the Series A Bonds may not exceed twelve
percent (12%) per annum. Each yield bid must be a multiple of 1/8 or 1/20 of 1%. No Series A
Bond shall accrete interest at more than one interest rate. All Series A Bonds of the same
maturity shall accrete interest at a single rate. Reoffering Yields to investors on each maturity,
as finally adjusted as to Maturity Value,must be reported to the District by the winning bidder,
but Reoffering Yields are not a part of the bid or the awarding of the Series A Bonds.
Form of Bid: Each bid, on the Bid Form attached, together with the bid check must be
in a sealed envelope, addressed to the Board of Supervisors with the envelope and bid clearly
marked "Proposal for Brentwood Union School District (Contra Costa County, California),
General Obligation Bonds, Election of 1997, Series A." All bids must be for not less than all of
the Series A Bonds.
Fax bids will be accepted at (510)208-8282. Fax bids must be completely received by the
time appointed for bid opening. Any fax bids in the course of transmission and not completely
received at the appointed time will not be accepted. Neither the County, the Board of
Supervisors, the District,the Financial Advisor,nor Bond Counsel assumes and the bidder fully
assumes all risk of and responsibility for inaccurate or illegible bids or for delay due to engaged
telephone lines and/or equipment failure or malfunction at the place and time of bid opening or
for delay from the bidders choice to deliver its bids by other than hand delivery.
Right to Cancel, Postpone or Reschedule Sale. The Board of Supervisors reserves the
right to cancel, postpone or reschedule the sale of the Series A Bonds upon notice in the
Munifacts News Service not less than twenty-four (24)hours before the time for receipt of bids.
If the sale is postponed, bids will be received at the above place at such date and hour as the
Board of Supervisors determines, with notice of such new sale date and hour to be given by
Munifacts News Service not later than twenty-three (23) hours before the new hour for receipt
Exhibit B
Page 3
of bids. Failure of any bidder to receive such Munifacts Mews Service notice or any other form
of notice of canceled, postponed or rescheduled sale shall not affect the legality or validity of
any sale.
Determination of Best Bid: The Series A Bonds shall be awarded to the bidder
submitting the highest aggregate purchase price for the Series A Bonds. The respective yield to
maturity specified by the successful bidder will determine the Denominational Amount of the
Series A Bonds. The Denominational Amount is equal to the aggregate purchase price. Neither
underwriter's compensation nor any bond insurance premium shall be deducted from the
Denominational Amount in order to determine the aggregate purchase price. The successful
bidder shall provide for such amounts by reoffering the Series A Bonds to the public at a price
exceeding the aggregate purchase price. The determination of the bid representing the highest
responsible bid will be made without regard to any adjustments made or contemplated to be
made after the award by the Treasurer,as described under "Adjustment of Maturities," above,
even if such adjustments lower the aggregate purchase price of the successful bid to a level
lower than the bid containing the next highest aggregate purchase price before adjustment. If
there are two or more equal bids, the Board of Supervisors shall determine in its discretion
which bid to accept.
Right of Rejection: The Board of Supervisors reserves the right, in its discretion, to
reject any and all bids and to the extent not prohibited by law to waive any irregularity or
informality in any bid.
Time of Award: The Board of Supervisors has authorized the award of the sale of the
Series A Bonds or the rejection of all bids to be made by the Treasurer of the County of Contra
Costa in conjunction with the Superintendent of the District, not later than 12:00 o'clock p.m.
Pacific Daylight Time on the day following the receipt of bids; provided,that the award may be
made after the expiration of the specified time if the bidder shall not have given to said Board
notice in writing of the withdrawal of such proposal.
Certificate Regarding Reoffering Prices: As soon as practicable, but not later than
seven days prior to delivery of the Series A Bonds, the successful bidder must submit to the
District a certificate specifying for each maturity the reoffering price at which at least 10% of the
Series A Bonds of such maturity were sold (or were offered in a bona fide public offering and as
of the date of award of the Series A Bonds to the successful bidder reasonably expected to be
sold) to the public. Such certificate shall be in form and substance satisfactory to Bond Counsel
and shall include such additional information as may be requested by Bond Counsel.
Delivery; Cancellation: It is expected that the Series A Bonds will be delivered to the
successful bidder in San Francisco within fifteen days from the date of sale thereof. The
successful bidder shall have the right,at such bidder's option,to cancel the contract of purchase
if the Series A Bonds are not tendered for delivery within sixty (60) days from the date of the
sale thereof,and in such event the successful bidder shall be entitled to the return of the deposit
accompanying the bid.
Bid Deposit: A good faith deposit ("Deposit") in the form of a certified or cashier's
check or a financial surety bond (a "Financial Surety Bond") in the amount of $50,000.00,
payable to the order of the Contra Costa County Treasurer, is required for each bid to be
considered. If a check is used,it must accompany each bid. If a Financial Surety Bond is used,
it must be from an insurance company licensed to issue such a bond in the State of California,
and such bond must be submitted to the District or the District's financial advisor prior to the
opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is
guaranteed by such Financial Surety Bond.
Exhibit B
Page 4
If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that bidder
is required to submit its Deposit to the District in the form of a cashier's check (or wire transfer
such amount as instructed by the District) not later than 3:30 p.m. Pacific Daylight Time,on the
next business day following the award. If such Deposit is not received by that time, the
Financial Surety Bond may be drawn by the District to satisfy the Deposit requirement. In the
event the bidder fails to honor its accepted bid,the Deposit will be retained by the District.
If the Bonds are awarded to a bidder utilizing a certified or cashier's check, the check
accompanying any accepted proposal will be held by the District following the award to the
successful bidder. If, after the award of the Bonds, the successful bidder fails to complete its
purchase on the terms stated in its proposal, the check will be cashed by the District and the
proceeds thereof will be retained by the District.
If the successful bidder completes its purchase of the Bonds on the terms stated in its
proposal,its Deposit will be applied to the purchase of the Bonds on the date of delivery of the
Bonds. The check accompanying each unaccepted proposal will be made available for recovery
by each unsuccessful bidder. No interest will be paid upon the deposit made by any bidder.
Change in Tax Exempt Status: At any time before the bonds are tendered for delivery,
the successful bidder may disaffirm and withdraw his proposal if the interest received by
private holders from the Series A Bonds of the same type and character shall be declared to be
taxable income under present federal income tax laws,either by a ruling of the Internal Revenue
Service or by a decision of any federal court, or shall be declared taxable, or be required to be
taken into account in computing federal income taxes (except alternative minimum taxes
payable by corporations) by any federal income tax law enacted subsequent to the date of this
notice.
Qualification for Insurance: If the Series A Bonds qualify for issuance of any policy of
municipal bond insurance or commitment therefor at the option of the bidder, any purchase of
such insurance or commitment therefor shall be at the sole option and expense of the bidder and
any increased costs shall be paid by such bidder. Any failure of the Series A Bonds to be so
insured or of any such policy of insurance to be issued shall not in any way relieve the
purchaser of such purchaser's contractual obligations arising from the acceptance of his
proposal to purchase the Series A Bonds. The purchaser understands that the District will
utilize Standard &z Poor's Rating Group and that the cost of rating through any other rating
service shall be borne entirely by the purchaser.
Closing Papers and Bond Printing: Each proposal will be understood to be
conditioned upon the District furnishing to the purchaser, without charge, concurrently with
payment for and delivery of the Series A Bonds, the following closing papers, each dated the
date of delivery:
(a) The opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, approving the validity of the Series A Bonds and
stating that, under existing law, interest on the Series A Bonds is excluded from gross
income for federal income tax purposes and is not an item of preference for purposes of
the federal alternative minimum tax imposed on certain individuals and corporations;
and that such interest is also exempt from personal income taxes of the State of
California under present state income tax laws. Other federal tax consequences to
owners of the Series A Bonds, if any, is not addressed in the opinion. A copy of the
opinion of Bond Counsel,certified by the official in whose office the original is filed,will
be printed on each of the Series A Bonds at no charge to the purchaser.
(b) A certificate of the District certifying that on the basis of the facts,
Exhibit E
Page 5
estimates and circumstances in existence on the date of issue,it is not expected that the
proceeds of the Series A Bonds will be used in a manner that would cause the bonds to
be arbitrage bonds;
(c) A certificate of the County, signed by officers and representatives of the
County,certifying that the officers and representatives have signed the Series A Bonds
whether by facsimile or manual signature, and that they were respectively duly
authorized to execute the same;
(d) The receipt of the County showing that the purchase price of the bonds,
including interest accrued to the date of delivery thereof, has been received by the
County on behalf of the District;
(e) A certificate executed by legal counsel for the District, certifying that
there is no known litigation threatened or pending affecting the validity of the Series A
Bonds;and
(f) A certificate of the District, signed by an officer of the District, acting in
such officer's official capacity, to the effect that at the time of the sale of the Series A
Bonds,and at all times subsequent thereto up to and including the time of the delivery
of the Series A Bonds, the Official Statement relating to the Series A Bonds did not
contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they were
made, not misleading. The cost of printing the Series A Bonds will be borne by the
District.
C:USIP Numbers: It is anticipated that CUSIP numbers will be printed on the Series A
Bonds, but neither the failure to print such numbers on any Series A Bond nor error with
respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept
delivery of and pay for the Series A Bonds in accordance with the terms of the purchase
contract. All expenses of printing CUSIP numbers on the Series A Bonds and the CUSIP Service
Bureau charge for the assignment of said numbers shall be paid by the successful bidder.
Fees to be Paid: The successful bidder will be required, pursuant to State law, to pay
any fees to the California Debt and Investment Advisory Commission ("CDIAC"). CDIAC will
invoice the successful bidder after the closing of the Series A Bonds. Also,the successful bidder
must pay all fees required by The Depository Trust Company, Public Securities Association,
Municipal Securities Rulemaking Board, and any other similar entity imposing a fee in
connection with the issuance of the Series A Capital Appreciation Bonds.
Continuing Disclosure. The District has covenanted for the benefit of the holders and
beneficial owners of the Series A Bonds to provide certain financial information and operating
data relating to the District by not later than nine months following the end of the District's
fiscal year (which currently would end June 30) (the "Annual Report"), commencing with the
Annual Report for the 1996/97 Fiscal Year, and to provide notices of the occurrence of certain
enumerated events,if deemed by the District to be material. The Annual Report will be filed by
the District with each Nationally recognized Municipal Securities Information Repository and
with the State Information Repository,if any. The notices of material events will be filed by the
District with the Municipal Securities Rulemaking Board and with the State Information
Repository, if any. These covenants have been made in order to assist the Purchaser in
complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the"Disclosure
Rule").
Official Statement: The District has authorized an Official Statement relating to the
Exhibit B
Page 6
Series A Bonds, a copy of which will be furnished upon request to Kelling Northcross &
Nobriga, Inc., 1333 Broadway,Suite 1000,Oakland, California, 94612,telephone (510) 839-8200.
Such Preliminary Official Statement is in a form "deemed final"by the District for the purposes
of SEC Rule 15C2-12(b)(1)but is subject to revision, amendment and completion. The District
will furnish to the successful bidder,at no charge,up to two hundred (200)copies of the Official
Statement for use in connection with any resale of the bonds within 7 business days of the date
of sale.
DATED AS OF March 16, 1998 and GIVEN by order of the Board of Supervisors of the
County of Contra Costa,California,adopted March 10, 1998.
Js/
Clerk of the Board of Supervisors
County of Contra Costa,California
Exhibit B
Page 7
OFFICIAL BID FORM
PROPOSAL FOR THE PURCHASE OF NOT TO EXCEED
$5,000,000 DENOMINATIONAL AMOUNT
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONDS)
Honorable Board of Supervisors
of the County of Contra Costa
c/o Kelling Northcross&Nobriga,Inc.
1333 Broadway,Suite 1000
Oakland,California 94612
FAX: (510)208-8282
RE: Brentwood Union School District (Contra Costa County, California) General Obligation
Bonds,Election of 1997.Series A(Capital Appreciation Bonds)
Ladies and Gentlemen:
In accordance with your Notice of Sale dated March 15,1998,which Notice is hereby made part of this bid,
requesting bids on the above-described Bond issue,we hereby respectfully submit a bid to purchase all,but not less
than all of the above-described Bonds (subject to adjustment as provided in the Notice of Sale), at the Aggregate
Purchase Price(aggregate Denominational Amount)of$ calculated as follows:
Denominational
Maturity Maturl Bond Amount(3)
(August Value(�J �(�) INFORMATIONAL C7NLY
1999 [TOCOME] % $
2000 % $
2001 % $
2002 % $
2003 % $
2004 % $
2005 % $
2006 % $
2007 % $
2008 % $
2009 % $
2010 %e $
2011 % $
2012 % $
2013 % $
2014 % $
2015 %, $
2016 % $
2017 % $
2018 % $
2019 % $
2020 % $
2021 % $
2022 % $
(1) Subject to adjustment,as described in the Official Notice of Sale.
(2) State interest rate at which Series A Bonds will accrete in value from Denominational Amount to Maturity Value. Each
yield bid must be a multiple of 1/8 or 1/20 of 1%.No Bond may bear more than one yield and all bonds of the same
maturity must bear the same yield. This is the yield to the Issuer;it is not the Reoffering Yield.
(3) For each maturity,the denominational amount represents the amount which,compounded semiannually at its respective
Bond Yield,will accrete in value to its respective Maturity Value,assuming a delivery date of April 15,1948.
Exhibit B
Page 8
TIC: Our calculation of the true interest cost is 9a.
GOOD FAITH DEPOSIT: (Check one of the following two alternatives)
/_/There is enclosed herewith a cashier's check for$ payable to the order of the Treasurer
of the County of Contra Costa.
/®/We have provided Kelling,Northcross&Nobriga,Inc.with a pre-approved Financial Surety Bond as
provided in the Official Notice of Sale.
We have received and reviewed the Official Notice of Sale and the Preliminary Official Statement with
respect to the Bonds and as a condition to bidding on the Bonds,have determined that we can comply with the
requirements of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended.
We hereby request that printed copies of the Official Statement (not to exceed 150 copies)
pertaining to the Bonds be furnished to us in accordance with the terms of the Official Notice of Sale.
The following is a list of the members of our account on whose behalf this bid is made:
Respectfully submitted,
Name of Bidder:
Account Manager:
By:
Address:
Name,address and telephone numbers of bidder's representative for
closing procedures:
Name:
Address:
Phone:
Receipt of Return of Bidder's unaccepted Good Faith Check Hereby
Acknowledged:
Exhibit B
Page 9
NOTICE INVITING BIDS
for
NOT TO EXCEED
$5,000,000 Denominational Amount
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BLINDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONDS)
NOTICE IS HEREBY GIVEN,pursuant to Education Code Section 15146,that the Board
of Supervisors of Contra Costa County, State of California, invites bids on not to exceed
$5,000,000 denominational amount of Brentwood Union School District (Contra Costa County,
California),General Obligation Bonds, Election of 1997,Series A (Capital Appreciation Bonds).
Bids will be received on
TUESDAY,MARCH 31, 1996
and (without further advertising) so long as a proposal has not been theretofore accepted or
notice to the contrary is given, as noticed in the Munifacts News Service at least twenty-four
(24) hours before the time for receipt of bids, at Kelling, Northcross & Nobriga at 1333
Broadway, Suite 1000, Oakland, California, 94612, (510) 639-8200 and the sale will be awarded
by the Treasurer of Contra Costa County pursuant to the order of the Board of Supervisors of
Contra Costa County within twenty-six (26) hours after the time prescribed for receipt of bids.
Further information, including copies of the preliminary Official Statement, Official Notice of
Sale and form of Bid Proposal, may be obtained from Kelling, Northcross & Nobriga, Inc. at
1333 Broadway,Suite 1000,Oakland,California,94612,(510) 639-6200.
Dated as of March 17, 1996.
[TO BE PUBLISHED TWICE IN THE ANTIOCH LEDGER NO LATER THAN MARCH
17, 1996 AND MARCH 24, 1996-PUBLICATION TO BE ARRANGED BY JONES HALL,BOND
COUNSEL]
Exhibit B
Page 10
NOTICE OF INTENTION TO SELL BONDS
NOT TO EXCEED
$5,000,000 Denominational Amount
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONDS)
NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692,
that the Board of Supervisors of Contra Costa County, State of California,intends to sell not to
exceed$5,000,000 principal amount of Brentwood Union School District (Contra Costa County,
California), General Obligation Bonds, Election of 1997,Series A (Capital Appreciation Bonds),
at public sale. Bids will be received on
TUESDAY,MARCH 31, 1998
and (without further advertising) so long as a proposal has not been theretofore
accepted or notice to the contrary is given, as noticed in the Munifacts News Service at least
twenty-four(24)hours before the time for receipt of bids,at Kelling,Northcross&Nobriga,Inc.
at 1333 Broadway, Suite 1000, Oakland, California, 94612, (510) 839-8200, and the sale will be
awarded by the Treasurer of Contra Costa County pursuant to the order of the Board of
Supervisors of Contra Costa County within twenty-six (26) hours after the time prescribed for
receipt of bids. Further information, including copies of the preliminary Official Statement,
Official Notice of Sale and form of Bid Proposal, may be obtained from Kelling, Northcross &
Nobriga,Inc.,at 1333 Broadway,Suite 1000,Oakland,California,94612, (510) 839-8200.
Dated as of March 16, 1998.
[TO BE PUBLISHED IN THE BOND BUYER NO LATER THAN MARCH 16, 1998 -
PUBLICATION TO BE ARRANGED BY JONES HALL,BOND COUNSEL]
Exhibit B
Page 11
CERTIFI�U WARD
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BUNDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONUS)
With respect to the captioned bonds (the "Series A Bonds") the undersigned certifies as
follows:
1. He is the Treasurer of Contra Costa County, State of California, and makes this
certification for and on behalf of the Brentwood Union School District (the "District") and the
Board of Supervisors of Contra Costa County pursuant to the authorization and direction
contained in Resolution No. r of the Board of Supervisors of said County, adopted on
March 10, 1998,for and on behalf of the District.
2. On Tuesday,March 31, 1998,proposals for the purchase of the Series A Bonds,as
summarized on Attachment 1 hereto, were received and opened in accordance with the Official
Notice of Sale for the purchase of,the Series A Bonds, dated March 16, 1998 (the "Official
Notice").
3. The total denominational amount of the Series A Bonds shall be $
and the sale thereof is hereby awarded to (the "Original
Purchaser"), the Original Purchaser's proposal being the best responsible proposal determined
by the method of calculation therefor contained in the Official Notice as follows:
Total Denominational Amount $
Aggregate Purchase Price $
Based upon the Original Purchaser's accepted proposal,the maturity schedule for
the Series A Bonds shall be as set forth in Attachment 11 hereto.
4. All proposals shown on Attachment 1, other than that of the Original Purchaser,
are hereby rejected.
Dated: April 1, 1998
Treasurer of Contra Costa County,
State of California
Exhibit E
Page 12
CERTIFICATE OF AWARD
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BONDS,
ELECTION OF 1997,SERIES A
(CAPITAL APPRECIATION BONDS)
Attachment 1
Summary of Bids
Name of BidderBidder's Interest Cost
Exhibit B
Page 13
CERTIFICATE OF AWARD
BRENTWOOD UNION SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL.OBLIGATION BONDS,
ELECTION OF 1997, SERIES A
(CAPITAL APPRECIATION BONDS)
Attachment 2
Maturity Schedule
$ Total Denominational Amount
Year Maturity Reoffering
Au 1 'Value Yield
Exhibit B
Page 14