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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-287 2 oLUTION Iqo.98 87 Dated. June , 1998 RESOLUTION F THE BOARD OF UB .VISo S OF THE COUNTY of CONTRA CoS'TX STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE ANIS SALE OF BONDS OF TliE SAN RAMON VALLEy UNIFIED SCHOOL DISTRICT BY . ► NEGOTIATED ALE PURSUANT TO A BOND ' H SE CONTRACT, PRESCRIBING HE 'BERMS OF SALE OF SAID BONDS, APPROVING THE :CORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY of SAID BOND PURCHASE CONTRACT,, AND AUTHORIZING THE EXECUTION of NECESSARY CERTIFICATES RELATING TO SAID BONDS. TEREA ' an election was duly called and regularly held in the San Ramo Valle Unified School:district Count of Contra Costa, California (herein called the "District"� on April 14, 1998 at which the following win preposition was submitted to the electors of the :District: "Shall the San Ramon Valley Unified School District be authorized to incur bonded indebtedness in the principal amount of $70,,0001,000 to bear interest at rates not exceeding the statutory limit to raise funds for the acquisition, construction and improvement of realro ert , including the authori cd school p p purposes set forth below, as recommended ded y the Citizens` Advisory ommittee on District Facilities, and for additional projects to the extent€f available funds? Iran Horse Middle School Expansion/Completion Monte Vista High Classroom Expansion-new Classrooms Alamo-Add Multipurpose Rooms Neil Armstrong-.add Multipurpose Rooms Los Cerros Middle School-.Add Gymnasium John Baldwin-Add Multipurpose rooms Bollinger+canyon-A.dd Multipurpose rooms California High School Classroom expansion-Newexpansion-New classrooms Neil Armstrong-Add new classrooms Green rook-Add Multipurpose room Alamo-Add classrooms Stone Valley Middle School-Add.Gymnasium San Ramon Valley High Expansion-new classrooms and replacements of portable classroom Walt Disney-Add new classrooms Twin Creeks-Add new classrooms Monte Vista Highs-New Music Roo Stone Valley Middle School expansion-classrooms noCssr1 263002. San Ramon Valley High-Add Auditorium Monte Vista h•-. .dd 2nd gymnasiums Construct Nem Middle School Los Germs Middle School Modernization Alamo Elementary Modernization Kindergarten Class size reduction-add classrooms at each elementary school High School technology-Monte i t .and San Ramon Valley High California High Design Da elc pment&Phase I Modernization Monte Vista High:Modernization Country Club Modernization,'' and W1-1EREAS, at leasttwo-thirds of`the votes east on said proposition were in favor of issuing said bonds; and WHEREAS none or said bonds, designated have,heretofore been issued and soli; and.. MrfMREAS,, the Board of Trustees of the District has requested this Board of Supervisors of the County of Contra Costa lie "County") to issue all or a portion of said bonds in a single series designated the "San Ramon 'galley Unified School District General Obligation Bonds, Election df 1998, Series ►" in an aggregate'principal amount not exceeding $70,000,000, and to authorize the sale of said bands y a negotiated sale to .Altura,Nelson & Co. Incorporated (the "Underwriter") pursuant tea a :bond Purchase Contract (the "Bond Purchase Contract''), fora of which has been submitted to and is on file with the Clerk of this Board of Supervisors, all according to the terms and in the manner er set forth in a resolution duly adopted by the Beard f Trustees of the District on May`19, 1998, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and WHEREAS, this Board of Supervisors accepts the representation of the District that it is necessary and desirable that said bonds be issued and sold by a negotiated sale for the purposes for which said bonds have been authorized and n the terms and conditions set forth in said resolution of the Board of Trustees of theDistrict; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF TFC COUNTY OF CONTRA COSTA.AS FOLLOWS: Section 1. Recitals. All ofthe above recitals are true and correct. Section ' , Iistriet l .esclutincra�td: The resolution of the :hoard of Trustees of the District adopted on May 19, 1998, is incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as herein otherwise expressly provided. Section 3. Authorizationand Desi nation of Bonds: This Board of Supervisors hereby authorizes on behalf of the San Ramon Valley Unified School District, the issuance and sale of not to exceed $70,0001000 aggregate principal amount of bonds of the oOcsrI.263002, District and designates said bonds o be issued and sold as the "San Kamen Valley Unified School District General Obligation Bons, Election of 1998,, Seriesx' (herein called the "Series ABonds", r the "Bonds"). The Series A Bonds shall be issued in the form of Capital Appreciation series A Bonds ell etivel , the "Series A Bonds"), as provided in Section hereof Segion 4. Fo o Bgnd.s,.,,, (a) L3gok-�En�t . The Depository `rust Company, New York, New York, is hereby appointed depository for the Series A Bands. The ;Series A Bonds shall be issued in book-entry form only, and shall be initially registered i the name of "Cede & Co.."" as nomineeof The repository Trust Company, and registered ownership f the Series A Bonds may not thereafter be transferred except as provided n Section 9 hereof One bond certificate shall be issued for each maturity ofthe Series A:fonds* (b) Fem of Certificates. The Series A Bends shall be issued in filly registered form without coupons. The Series A Bonds and the Paying Agent's certificate authentication and registration and the form of assignment to appear on each sof theme., shall be i substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions s as permitted or required by this Resolution; provided, that if a pontic of the text of any Series A Bond is printed on the reverse of the Series A Bond, the following legend shall be printed on the Series A. Bond: "THE PROVISIONS F THIS BOA ARE CONTINUED ON TBE REVERSE HEREOF AND SUCH CONTINUED PROVISION SHALL FOR ALL PURPOSES HAVE TBE SANIE :AFFECT AS THOUGH FULLY SET FORTH AT HIS PLACE.) (c) Execution of Bonds. The Series A: ods shall be signed by the manual or facsimile signatures of the Clair of this Board of Supervisors and of the County 'treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Beard of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds shall be authenticated by a. manual signature of a duly authorized officer of the Paying Agent (as defined in Sectio 8(a) hereof). (d) valid Authentic Only such of the Series A Bonds as shall bear thereon a certificate of authentication and registration,as,described in subsection (b), executed by the raying Agent, shall be valid or obligatory ry for any purpose or entitled to the benefits of this Resolution,, and such certificate of the ;haying Agent t shall be conclusive evidence that the Series A Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) I ehti in �iumbex. The Paying Agent shallassign n each Series A Bond authenticated and registered by it a distinctive later, or number, or letter and nurn er and shah maintain a record thereof at its principal corporate trust office, which record shall be available t the District and the County for inspection. Section 5. Tells pf Bonds: a Dagends. ° fie Perls .ends shall b dated the date of their delivery, or such other date as shall be specified in the Bond Purchase Contract, nocsr :263002. (b) Denominations. the Series Bonds shall be issued denominations of cereed tatrit "� turt value'') r any integrals thereof except tha 1$5,: a _ the first numbered ebe issued denomination such that the maturity value ofsuch Series A Bond shall not be an integral multiple of$5,000. (c) Mature . The Series A Boyds shall mature on the date, in each of the ears and in such maturity values as shall be set forth in the Bond Purchase Contract. N Series A : card shall nature prior to July 1, 2000, and. no Series A Bond shall mature later than the date which is 20 years from the date of the Series A Bonds,, be determined as provided in subsection of this Section. N Series A Bond shall have principal n.aturing more than one principal maturity date. (d) Interest. As used in this Resolution and in the :fonds, the terms "interest payment date" and "interest date" shall be interchangeable, and shall :mean January I and July l of each year,, or such ether dates specified in the Bend Purchase Contract. The Series A Bonds shall not bear current interest; each Series A Burd shall accrete in value daily over the term to its maturity on the basis of a 360-day year consisting of twelve 30-day months), from its initial principal (denominational) aon the date of issuance thereof to its stated maturity.rit value a.� maturity thereof, on the basis of a. constant interest rate compounded semiannually with straight-line interpolations between interest dates), commencing on January 1, 1999, and thereafter on January I and July 1 in each year or on such gather initial and semiannual interest dates as shall be specified in the fond Purchase Contract). The accreted value per $5 000 maturitv value ofthe Series A Bonds on each interest date shall be given for reference in a table of accreted values to appear in the Series, Bonds, provided, that the accreted value determined in accordance with this Section shall prevail over any different accreted value given in said table. Interest on the Series A fonds shall be payable only upon maturity. r prior redemption thereof. Septioll 0. (a) Pym ntThe accreted value of the Series A Bond shall be payable in lawful money of the United Mates of America to the person whose name appears o the bond registration boobs of the Paying Agent (as described in Section c hereof) as the registered owner thereof (tie "Owner"), upon the surrender thereof t the principal corporate trust office of the Paying Agent. (b) Pgyme Fuad. Principal due on the Series A Bonds shall be paid from the interest and sinking bund of the District as provided in Section 15146 of the Education Code, Secti n 7. Redeem tion Provisions a) Qptignal ,Lkedemotion. The Series Bonds shall be subject to redemption, at the option of the District, on the dates and terms provided herein, or on such other dates and terms as shall be designated in the Bond Purchase haMse Contract. The Bond Purchase Contract may provide that the Series A Bonds shall not be subject to optional redemption. (b) Mandatory Sinkina:fund Rtdem tion. The Series A Roads, if any, which are designated in the Bond Purchase Contract as Series A Term Bonds shall also be subject t redemption prior to their stated maturity date, in part by lot, from mandatory r sinking fund nOcssr :263002. payments In the amounts and at the times set forth in the Bond Purchase Contract, without redemption premium. The principal amount of each in andatory sinking fund pact of any maturity shall he reduced proportionately by the amount of any Series A Bonds of that maturity optionally redeemed prior to the :mandatory sinking find payment date. The Bond Purchase Contract may provide that the Series A Bonds shall not be subject to mandatory redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series Bonds as shall a necessary to purposes ac orn lish the cif this section. P (c) Nptice,Qf Reden tion. Notice of redemption of any Series A Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series A.Bonds shall be mailed postage prepaid, not less than thirty nor more than sit (60) days prior to the redemption date i by first class nail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section. 8(c), by secured mail to all organizations registered with the Securities and ;exchange Commission as securities depositories, (iii) to at bast two information services of national recognition ition which disseminate redemption information with respect to municipal securities, and iv as may be further required in accordance with the Continuing Disclosure Certificate of the District described in Section 15. Each notice of redemption shall contain all of the following information: (i) the date of such notice; (ii) the name of the Bonds and the date of issue of the Bands; (iii) the redemption date; (iv) the redemption price; (v) the dates of maturity of the Bonds to be redeemed; (vi) less than all of the Bonds of any maturity are to be redeemed the distinctive numbers of the Bonds of each maturity to he redeemed; (vii) (in the case of Bonds redeemed in partonly) the respective portions ofthe principal amount of the Bonds of each maturity to be redeemed (viiia the CUSIP number, if any, of each maturity of Bonds to be redeemed; (ix) a statement that such Bunds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the haying Agent; and notice that further interest on such Bonds will not accrue after the designated redemption date. oocssFI.263002'. d erect 'notice. ert*flcn+ of the Paying Agent or the :District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties.` The actual receipt by the Owner of any Series �..Bond r by any securities depository or information service of notice f redemption shall not be a condition precedent to reder�pt on, and failure to receive such notice, or any defect in the notice,given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided dor herein, and when the redemption ption price of the Bonds called for redemption is set aside for the purpose a described in subsection e of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest sell cease to accrue thereon as o the redemption n date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The'Owners of such Bonds so calla far redemption after such redemption date shall look for the payment of such Bonds and the redemption premium thereon, if any, only to the interest and sinking fund or the escrow fund established for such purpose. All Boyds redeemed shall be cancelled forthwith by the :Paying Agent and shall not be reissued. (e) Redemtion fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District, or held in trust for such purpose as provided by law, monies for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in any such escrow fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds, provided that all monies in the interest and sinking fund of the District shall be used for the purposes established and permitted by law. Any interest due on or prior to the redemption date shall be paid from ..the interest and sinking fund of the District, unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise held in trust for the payment of P redemption -_.ride of the p Bonds, said monies shall be held in or returned or transferred to the interest and sinking fiund of the District for payment of any outstanding bonds of the District payable from said fiund, provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall he transferred to the fund created for the payment oprincipal off'and interest on such binds. If no such bonds of the Dist are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. (f) Defeasance of Bonds. If at any time the District shallp y'a or cause to be paid or there shall otherwise he paid to the owners of all outstandingBonds all of theprincipal, interest and premium., if any, represented by Bonds at the tires and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith, then such owners shall cease to be entitled to the obligation of the :District as provided in Section 1 I hereof, and such obligation and all agreements and covenants of the District and of the County to such Owners hereunder and sunder the Bonds shall thereupon DocssF1:263 0z. be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all pfincipal, interest and premium, if any, represented by the Bonds, but only out of monies' deposit n the interest and ink* find br otherwise held in trust for suchpayment; and prodded further} however, that the provisions of subsection hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds b d p situp in trust it h the Paying Agent or an escrow agent at r before maturity, money or,non-callable direct obligations of the United States of America or other ion-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to.accrue thereon and available monies then on deposit inthe interest and sinking fand of the District, be fully sufficient to pay and discharge a the indebtedness on such: Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates: (g) Unclaimed Monies. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the 'payment of theri .ci a.l of, redemption p p p premiumif any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether byrnaturit on ' p or a prior redemption)� shall e transferred to the interest and sinking fund of the District forpy a. m nt f any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided ani permitted by laws. Section 8. P'yi iz Agent: (a) M BNY Western Trust Company, in San Franciscc, California, is hereby appointed the init al Paying Agent for the Series A Boyds (the"P aying Agent"). (b) PgnCi,pLal.CoMorate Trust Unless otherwise specifically noted p y , any reference herein to the `principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange,, payment, Land surrender of the Series A Bonds shall mean Ln care of the corporate trust office of BNY Western Tryst Company, San Francisco California, pr vi ed, how hoever that in any case "principal corporate trust office" shall .mean any other office of the paying Agent designated for a particular purpose, and shall include the principal corporate trust :� e r other designated ice of any successor paying agent. (c) Re istration rooks. The Paying . .gent will ked r cause to be kept at its p p principal corporate trust office sufficient boobs for theregi stratidn and transfer f the Series A Bods,, which shall at all times be open to inspection by the District, and� Upon presentation for such purpose, tie Paying agent shall, under such reasonable re lations as it mayprescribe, p register or LL transfer or cause to be registered. or transferred on sand books series Bonds ds a.s ricled in Section 9 hereof. (d) Pa went of Fees and Expenses. The fees and � enses of the Paying p y g :agent not paid troll the proceeds of sale of the Bonds shall be aid in each ear from the interest y e est an+d sinking fa.nd f the District, insofar asermitte b lam including specifically ecificll p �' � p _ y by Section 15232 of`the EducatiLon Code of the State of California. DocssF .263oo2. x Sectio , Trar s,`er Urd r B �-Ent � stern• �sc� ti�uat rl � ` B - : ,n_ y S,:ystt (a), The Series A Bonds shall be initially issued and registered as provided in Section , Registeredownershi of such Series ABonds, or n portion thereof, may not thereafter be transferred, except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depositary designated pursuant to clause (I*I*) of this section "substitute depository"); provided, that any successor of Cede Co., s nominee of Th repository Trust Companyrsubstitute depository, shall be ualite under any applicable laws to provide the services proposed to be provided by its (ii) To any substitute depository not objected to by the:District or the County, upon the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, r ) a determination by the County (upon consultation with the District) to substitute another depository, for The Depository Trust Company r its successor) because The Depository `rust Company or its successor(car any substitute depository or its successor) is no logger able to carry out its functionsasdepository; vi led that any such substitute dp tory shall be qualified ed under any applicable laws to provide the services proposed to be provided by it or (iii) To any person as provided below, upon 1 the resignation of The Depository 'trust'Company or its successor or substitute depository or its successor from its functions as depository, or 2 determination by the County (upon. consultation with the District) to remove The Depository Trust Company or its successor (car any substitute depository or its successor)from its functions as depository, (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) f this section, upon receipt of the outstanding Series A;Bands by the Paying .gent, together with a written request of the District or County t ► the Paying Agent, a new Series A Bond dor each maturity shall be executed and delivered in the aggregate maturity value of the Series A Bonds then outstanding, registered in the name of such successor or such substitute depository, r their nominees, as the case may be, all as specified in such written request of the Districtor County. In the case of arty tra f'er pursuant to clause (iii) of sub section a of thi section, upon receipt of the outstanding Series ABonds by the Paying Agent togeth.,±er with a written request d the District or County to the Paying Agent, new Series A Bond's shall be executed and delivered n such denominations, r umber d in the manner determined by the Paying Agent,t and registered in the names of such persons, as are requested in such written request of the District or Count subject to the limitations of Section 5 and the receipt of such a written request of the:District car County, and thereafter the Series.� :fonds shall betrabs 'e� d pursuant t thep'�rolsc� s et Earth in Section10 of this resolution; ; r video, that the sa �in Agent shall not be required to deliver such new Series A Bonds within a period of less than sit days after the receipt of any such written request of the District or County. (c) The Gutty, the District and:the Paying Agent,shall be entitled to treat the person in whose name any Series A Band i re ist red as the owner thereof, twithsta di any notice to the contrary received by the County., the District or the Paying . gent. and the Coup DOCSsF :26 002. .............. the District and the raying Agent shall have no responsibility � trans�ittin, payments to, Communicating'with, notifying, r otherwise deal ng with any benef owners f the Series Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation,, legal or otherwise,, to the beneficial owners or to any other party, including The Depository Frust Company or its successor - substitute depository or its successor), except for the Owner of any Series A:fonds. (d) So long as the outstanding Series A Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shah cooperate with: Cede & Co., as sole Over, or its registered assigns in effecting payment of the principal of and interest on the Series A Bonds by arranging or payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the date they are due. Section 10. t'ransfer,and Exchange: 'transfer. Following the termination r removal of the depository pursuant to Section 9 Hereof, any series A Bond may, in accordance with its terms, be transferred,, upon the books required to be kept pursuant to the provisions of Section (c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series A Band to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a fog approved by the Paying Agent. Whenever any Series A Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the haying Agent shall authenticate and deliver., as provided in Section , a new Series A Bond or Bonds of the same series, maturity � interest payment mode for a like aggregate maturity value. The Paying agent may require the payment by any Owner of Series A Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of any Series A Bond shall be required to be made by the Paying Agent durin jz the period :from 1 the close of business on the applicable Record rate to and including the succeeding interest date or(2)the close of business on the date on which notice i given that such Series Bond has been selected for redemption in whole or i part, to and including the designated redemption date. (b) Exc The Series A Bonds may be exchanged for Series A Bonds o other authorized denominations of the sane maturity and interest payment mode by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series A Bond to the Paying Agent for cancellation, arc m an*ed bv delivery f a duly executed request tor exchange in a form approved by the Paying A%zent. Whenever any Series A Bond or Bands shall be surrendered for exchange, the designated County officials shall execute and the raying Agent shall authenticate and deliver, as provided In Section 4, a new Series A Bond or Bands of the same maturity and interest payment moae tor a like aggregate maturity value. The raying Agent may require the payment by the Owner requesting such exchange of any tax or ether governmental charge required to be paid with respect to such ethane. DOCSSFI:263 02. v ch n No e `e of any Series A Bonds shall he required to be made by the Paying Agent during the period from the close of business on the applicable Record Date to and including the succeeding interest date, or the close of business on the date on which notice is given, that such Series,A Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Section 1 .. Qbligation of District: The.Series A fonds represent the statutory obligation of the District. The money for the payment of principal, redemption premiun-4 if any, and interest with respect to the Series A Buns shall be raised by taxation upon all tapable property,in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such payment out of the interest and sinking find of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem tares for thea p ment f the Series Bonds on all property in the District subject to taxation by the _y :district without limitation as to rate or amount (except certain personal property which is taxable at limited rates). Section 12. Sale ofBonds; Bond Purchase Contract: The Series A Bonds shall be sold to the Underwriter not later than August 8, 1998. The Bond Purchase Contract submitted to and on file with the Clerk of this Board of Supervisors providing for the sale by this Bard of Supervisors and the purchase by the Underwriter of the Series A Bonds at a purchase price to b set forte therein (which purchase price shall be approved by the County Treasurer, this Board of Supervisors hereby expressly delegating to such officer the authority to execute the Bond Purchase Contract on its behalf), is hereby approved; provided, that(i)the maximum true interest cost on the Series A Bonds shall not be in excess of % per annum, (ii) the underwriter discount shall not exceed .75% of the principal amount of the Series A. Bonds, and (iii) the Series A.Bonds shall otherwise conform to the limitations ns specified herein. The Bond Purchase Contract shall recite the aggregate principal amount of the Series A, Bonds, the date thereof, the initial principal amounts, maturity dates, and maturity values of each maturity thereof, and the terms of optional and mandatory sinking fi n redemption thereof. The County Treasurer (or an authorized deputy or delegate of the County Treasurer) is hereby authorized and directed to accept the offer of the Underwriter when said offer is satisfactory to the County 'Treasurer, and to execute and deliver the Bond Purchase Contract on behalf of the {county in substantially the form now on file with this Board of Supervisors, with such changes therein as shall be approved by the authored officer of the County executing the sane, and such execution shall constitute conclusive evidence of the County t'reasurer's approval and this Board of Supervisors' approval of any change therein from the form of such Bond Purchase Contract. Section 1 Ie osit end Inrestrent ofProceeds: (a) The proceedsof sale of the Series A Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building find of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. DOCS F I:263002. 1 (b) All funds held by the County Treasurer hereunder shall be invested at the County'Treasurer's discretion pursuant to lava and the investment ent ► lic the County, unless otherwise directed in writing by the:District. (i) .At the written n direction of the District, all or any portion of the building find of the District may be invested in the:focal agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the :District, given by the Superintendent of the .District, who is hereby expressly authorized to ve such direction, all or any portion of the building)fund of the District may be invested on behalf of the District in investment agreements, including guaranteed.ranteed in estrn nt contracts, which comply with the requirements of each rating agency then rating the Series A Bonds. a cti nTg,_ Cov nant. The County acknowledges and relies upon the fact that the:District has represented that it shall o take any action or fail to take any action, if such action or. failure to tale such action would adversely affect the exclusion ftm gross income of the interest payable on the Series A Bonds under Section 13 of the Internal Revenue Code of 1986, as.amended (the "Code"). Without lit icing the generality of the foregoing, the Count acknowledges and relies upon the tact that the District has covenanted that it will comply with the requirements of the Tax Certificate of the District with resect to the Series A :Bonds, to be entered into by the District as of the date of issuance of the Series A:bonds, and further stipulates that such representation and covenant shall survive payment in full or defeasance ofthe Series A Bonds. Section 15. C ntinuin iscl D oneCertificate: The Gaunt: acknowledges and relies upon the fact that the District has represented that it shall execute a ;c nti uin, Disclosure ertif ate cc ntaini g such c►vcnar is cif the : strict as shall be necessa t coni l with the requirements of Securities and Exchange a Commissi n Rule 15c2-12. The County acknowledges and relies upon the fact that the District has covenanted that t wild c mwith and ca out all of the previsions of such Continuing:Disclosure Certificate. Section,1 . Limited ResDonsi*bilityfor Official cial tat ment Neither the Beard f Supervisors nor any officer of the County has prepared or reviewed the official statement a enc the District describing the Series A Bonds (the "Official Statement"), and this Board _ of Supervisors and the various officers of the County tale no responsibility dor the contents o distribution thereof, provided, however, that solely with resect to a section contained or t b s # contained therein describing the aunty's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the :district held b the Count Treasurer, the County Treasurer is hereby authorized and directed to re are and review such intorrnatio for inclusion in theiatrict'sfcaltate�ent and i a relirnina ! ficial Statement,,a e n , and to certify to the District rro to or upon the issuance of the Series A Bonds that the info rmatie contained in such section does not contain any untrue statement of a material fact or omit to.state. any .material tact necessary in order to make the statements rade therein in the li ht of" the circumstances under'which they are made, not misleading. g nOCssrI.263002. 1 m Se�tion 17. Ar v �`�. ons: the Cham- f this BeardSupervisors, the Clerk of this Board of Supervisors, the County Auditor-Controller, the County Counsel, and the County. Treasurer and the deputies and designees of any f them, are hereby authorized and directed execute and deliver any and all certificates and representations, as may be acceptable to County Counsel, including, signature certificates, no-litigation certificates, and ether certificates proposed to be, distributed in connection with the sale of the Series ABonds, necessary and esirah e t ► accomplish the transactions authorized herein, esti 1 Elle+ tine Date; This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this day, June 2, 1998, by the follow vete: YES: SUPERVISORS: Uilkema, Gerber, a.ulni r s anc ar 11a and Ro �� NOES: None . SENT:None Cj air"of the and of Supervisors ATTEST: Phil Batchelor, Clerk ofthe Board o aper isor a County Administrator Depu y ierk of the Bo f Supervisors DOCSSFI.263002 1 s CERTir I AT E4 OF THE CLERK%1F TBE BOARD OF SUPERVISOR AM CQUNTY S I, Phil Batchelor, Clerk ofthe Board of Supervisors (the "Board") and Count Administrator f the Count of Contra Costa, do hereby certify that the attached is a full, tri and corrects'Copy of a resowtion and order duly adopted at a regular meeting of the Board duly and regularly and legally :field at the regular meeting place thereof on June , 1998, and entered in the minutes thereof of which meeting all the members f the Board had due notice and at which a quorum thereof was present; that at said meeting said resolution was adopted by the following vote'i YES Supervisors Uig kema, Gerber D Saulnier, ancramil a and Roger NOES None ABSTAIN. Nene ABSENT. Nene An agenda of said .meeting was posted at least 72 hours before said meeting .t 51 Fine Street, Martinez California, a location freely accessible to members, f the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended modified or rescinded since the date of its adoption and the same is now in :ill force and effect. WITNESS my hand this 2ndday of June 1998. PHIL B ►T CBE OR, Clerk of the Board of Supervisors and County Administrator Dep l+ rk ofthe oard of Supervisor County ofContra Costa IDOCSSFL-2630011 E.tX. HI" or of Capital Apprelal+on Series A Bond] Number UNITED STATES OF AMERICA Maturity value R- STATE OF CALIFORNIA COLTNTY OF CONTRA COSTA ANT N VALLEY IED SCHOOL L: ISTRI T GENERAL OBLIGATION BONDS,ELECTION OF 1998, SERIES CAPITA APPRECIATION BOA Maturity Date Dated as of CUSIP NO. July 15 199 Registered Owner: CEDE&CO. Initial Principal:Amount: DOLLARS Accreted'value at Maturity. DOLLARS San Ramon valley Untied School District of the County of Contra Costa, Mate of California (herein called the ".District''), acknowledges itself indebted to and promises to pay, on the maturity date specified above or upon prior redemption hereof, 'in lawful money of the United States of America, to the registered owner er identified above or registered assigns, the accreted value hereof on such date, consisting of the initial. riyncip l mount hereof plus interest accreted thereon to such date in accordance with the Resolution hereinafter defined and as reflected in the Table of Accreted Values hereafter set forth- provided, that any accreted value determined in accordance with the Resolution shall prevailover any accreted values given in the Table of Accreted values), commencing on the caste hereof, compounded on January I and.July I of each year commencing on January 1, 19999 assuming as such semiannual period that such interest accretes in equal daily amounts on the basis of a 360-day year of twelve30-day months,until the obligation represented.here shall have been disc �r e ,a pr ided n the resolution hereinafter defamed, upon the surrender hereof at the principal corporate trust office (as defined in the Resolution) of BNY Western Trust Company (herein called. the "Paying Agent"),), the paying, agent/registrar add transfer agent of the:District. This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if any, as may be required to designate varying series, numbers, denominations, interest rates or yields, interest payment modes maturities and redemption provisions), amounting in the aggregate top Icipal amount,and,designated as"San Ramon valley Used School District General Obligation Bonds,Election of 199 , Series A,' tie "Bonds"'). The Bonds were authorized by a vote of at least two-thirds of the voters voting:att an election duly and legally called, held and conducted n the District on Apr: .14, 1998. The Blonds are issued and sold by the ;hoard of Supervisors of the County of Contra Costa., State of California, pursuant to and in strict conformity with theprovisions of the Constitution and laws of�d tate and of a resolutionherein called the "Resolution' adopted by said :hoard of Supervisors o►n June 2, 1998, and subject to the more particular terms specified*the Bond Purchase Contract dated as of by and among the District,the County and Altura, Pelson&Co.,incorporated. The Bonds are issuable as My registered bonds without coupons Mi the denomination of$5,00 accreted value at maturity (the "maturity value") or any integer Multiple thereof, except that the first.numbered Bond may be issued in a denomination such that the maturityvalue of such.Bond shall not a is an integral multiple Of 5, , and �re�d.ed that no ;fond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the,charges, if any. as provided *in the Resolution, t SSF1.263002. A- Bonesmay be exchanged for a like aggregate maturity value of Bonds of the sane series, interest payment mode, and maturity of other authorized debominations, This bond is transferable by the registered owner hereof, i PAYING AGENTS CERTIFICATE OF AUTHENTICATION AND REGI This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered on , 1098. BNS WESTER TRUST C N ANY, San Francisco, California,as Paying Agent/Registrar and Transfer Agent By Authorized Officer DTC LEGES Unless this certificate is presented by an authorized representative of The Depositary Trust Company,a New York corporation("DTC"),to Issuer or its agent for registration of transfer, exchange,or payment, and any certificate issued is registered in the name of Cede & Co. or in such other nage as is requested by an authorized representative of DTC(and any payment is made to Cede&Co. or to such other entity as is requested by an authorized representative,of DTC),,ANY TRANSFER,PLEDGE,OR !THE .USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co,, has an interest herein. [STATEMENT'Off`INSURANCE] OCSSF1:2630 2 A.- ASSIGNMENT For value received the undersigned do es I ereb ' sell, assign and transfer unto the within-mentioned Registered Boni. and hereby irrevocably constitute(s) and appoint{s) attorney, transfer the sane on the boos of the Paying Agent/Registrar Transfer agent with fill ewer of substitution' t the premises. I.D.Number OTE. The signature(s)on the Assignment gnment must correspond with the nams)as written on the face of the Registered Bondin every Particular,without alteration or enlargement or any change whatsoever. Dated: Signature Guarantee; Notice: Signature mast be guaranteed by an eligible guarantor institution. fTrE("J"F ACCRETED VALUES DOCSSF1;2 3 02. A-