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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-461 RESOLUTION NO. 9$ 4 Dated: September 15, 199$ RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS. WHEREAS, an election was duly called and regularly held in the Martinez Unified School District, County of Contra Costa, California (herein called the "District"), on June 6, 1995,at which the following proposition was submitted to the electors of the District: "Shall the Martinez Unified School District issue bonds in the amount of$23,000,000 to renovate Martinez Junior High School, modernize, construct, acquire or replace school facilities, improve school grounds, finance sewer and drainage projects for school property, and provide for long term capital improvements district- wide, which bonds shall bear interest at a rate not to exceed the legal limit, and shall mature no later than August 2014, the final maturity of the District's currently outstanding bonds?"; and WHEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $11,999,913.75 aggregate principal amount of said bonds, designated "Martinez Unified School District General Obligation Bonds Election of 1995, Series 1995", and $8,250,000 aggregate principal amount of said bonds, designated "Martinez Unified School District General Obligation Bonds Election of 1995, Series 1997" have heretofore been issued and sold; and WHEREAS, the Board of Trustees of the District has requested this Board of Supervisors of the County of Contra Costa (the "County") to issue a portion of said bonds in a single series designated the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998" in an aggregate principal amount not exceeding $2,750,000, and to authorize the sale of said bonds by a negotiated sale to an underwriter to be selected by the Superintendent of the District (the "Underwriter") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract'), a form 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 set forth in a resolution DOC'SSFt:283349.1 duly adopted by the Board of Trustees of the District on August 4, 1998, a certified copy of which has been filed with the Cleric 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 on the terms and conditions set forth in said resolution of the Board of Trustees of the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: ; tion 1. $eci19 All of the above recitals are true and correct. Section 2. n1lWet Rej2l tion I : The resolution of the Board of Trustees of the District adopted on August 4, 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. Section3. Atzthgdzafionand es is n 'on of Bonds: This Board of Supervisors hereby authorizes on behalf of the Martinez Unified School District, the issuance and sale of not to exceed $2,750,000 aggregate principal amount of bonds of the District and designates said bonds to be issued and sold as the "Martinez Unified School District {general Obligation Bonds, Election of 1995, Series 1998" (herein called the"Series 1998 Bonds" or the "Bonds"). The Series 1998 Bonds shall be issued as current interest Series 1998 Bonds. ,,tion 4. Eorm of Bands:- Execution: (a) book-Entry. The Depository Trust Company, New York, New York, is hereby appointed depository for the Series 1998 Bonds. The Series 1998 Bonds shall be issued in book-entry form only, and shall be initially registered in the name of"Cede & Co.," as nominee of The Depository Trust Company, and registered ownership of the Series 1998 Bonds may not thereafter be transferred except as provided in Section 9 hereof. One bond certificate shall be issued for each maturity of the Series 1998 Bonds. (b) Frm 2f Cer ificates. The Series 1998 Bonds shall be issued in fully registered form without coupons. The Series 1998 Bonds and the Paying Agent's certificate of authentication and registration and the form of assignment to appear on each of them,shall be in substantially the form attached hereto as Exhibit A. with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion of the text of any Series 1998 Bond is printed on the reverse of the Series 1998 Bond, the following legend shall be printed on the face of such Series 1998 Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE."" (c) Extotion of Bon s. The Series 1998 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds shall DOCSSFI:2s3s49.I 2 be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as defined in Section 8(a)hereof). (d) Valid Authentication. Only such of the Series 1998 Bonds as shall bear thereon a certificate of authentication and registration as described in subsection(b), executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series 1998 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) Idenfig Number. The Paying Agent shall assign each Series 1998 Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof at its principal corporate trust office, which record shall be available to the District and the County for inspection. Sectig . Terms of Bonds: (a) Dalt of Bonds. The Series 1998 Bonds shall be dated October 1, 1998,or such other date as shall be set forth in the Bond Purchase Contract. (b) Derigminations. The Series 1998 Bonds shall be issued in denominations of$5,000 principal amount or any integral multiple thereof. (c) hdaMdV. The Series 1998 Bonds shall mature on the date, in each of the years, in the principal amounts and in the aggregate principal amount as shall be set forth in the Bond Purchase Contract. No Series 1998 Bond shall mature prior to August 1, 1999, and no Series 1998 Bond shall mature later than August 31, 2014. No Series 1998 Bond shall have principal maturing on more than one principal maturity date. (d) j . As used in this Resolution and in the Bonds, the terms "interest payment date," and "interest date" shall be interchangeable, and shall mean February 1 and August 1 of each year, or such other dates specified in the Bond Purchase Contract. The Series 1998 Bonds shall bear interest at an interest rate not to exceed 10.00% per annum, first payable on August 1, 1999, and thereafter on February 1 and August 1 in each year (or on such other initial and semiannual interest payment dates as shall be set forth in the Bond Purchase Contract computed on the basis of a 360-day year of twelve (12) 30-day months. Each Series 1998 Bond shall bear interest from the interest payment date next preceding the date of authentication thereof, unless it is authenticated as of a day during the period after the Record Date (as defined in Section 6(b) herein)immediately preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before the Record Date preceding the first interest payment date, in which event it shall bear interest from its date; provided, that it at the time of authentication of any Series 1998 Bond, interest is in default on any outstanding Series 1998 Bonds, such Series 1998 Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Series 1998 Bonds. Sjgjjon 6. cnt: (a) J�jnc1. The principal of the Series 1998 Bonds shall be payable in lawful money of the United States of America to the person whose name rsorssFI:293349.1 3 appears on the bond registration books of the Paying Agent (as described in Section 8(c) hereof) as the registered owner thereof (the "+Owner"), upon the surrender thereof at the principal corporate trust office of the Paying Agent. (b) Interest: Record 12ate. The interest on the Series 1998 Bonds shall be payable in lawful money of the United States of America to the Owner thereof as of the close of business on the 15th day of the month preceding an interest payment date (the "Record Date"), whether or not such day is a business day, such interest to be paid by check or draft mailed on such interest payment date (if a business day, or on the next business day if the interest payment date does not fall on a business day)to such Owner at such Owner's address as it appears on the bond registration books described in Section 8(c)or at such address as the Owner may have filed with the Paying Agent for that purpose except that the payment shall be made in immediately available funds (e.g., by wire transfer) to any Owner of at least one million dollars ($1,000,000) of outstanding Series 1998 Bonds who shall have requested in writing such method of payment of interest prior to the close of business on the Record Date immediately preceding any interest payment date. So long as Cede & Co. or its registered assigns shall be the Owner of the Series 1998 Bonds, payment shall be made in immediately available funds as provided in Section 9(d) hereof. (c) Interest and Sinking Fund: (a) Principal and interest due on the Series 1998 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. Redernvtion Provisions: (a) Qpional Redeem tion. The Series 1998 Bonds shall be subject to redemption, at the option of the District, on the dates and terms provided herein, or on such other dates and terms as shall be designated in the Bond Purchase Contract. The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to optional redemption. Unless otherwise specified in the Bond Purchase Contract,the Series 1998 Bonds shall be subject to optional redemption as follows: Series 1998 Bonds maturing on or before August 1, 2008, shall not be subject to redemption prior to their respective stated maturity dates. The Series 1998 Bonds maturing in each year beginning August 1, 2009, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole or in part on any date on or after August 1, 2008. If less than all of the Series 1998 Bonds are called for redemption, such bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 1998 Bonds of any given maturity are called for redemption,the portions of such bonds of a given maturity to be redeemed shall be determined by lot. Unless otherwise specified in the Bond Purchase Contract, the Series 1998 Bonds redeemed at the option of the District shall be redeemed at the following prices (expressed as a percentage of the principal amount of the Series 1998 Bonds called for redemption), together with interest accrued thereon to the date of redemption: DoCSSF1:283344.1 4 Optional Redw=jion Dato RrA=Rtion Price August 1,2008 through July 31,2009 101% August 1,2009 and thereafter 100% (b) Mandatory Sin ;{end Redemtion. The Series 1998 Bonds, if any, which are designated in the Bond Purchase Contract as Series 1998 Term Bonds shall also be subject to redemption prior to their stated maturity dates,without a redemption premium, in part by lot, from mandatory sinking fund payments in the amounts and in accordance with the terms to be specified in the Bond Purchase Contract. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Series 1998 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to mandatory sinking fund redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series 1998 Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redcmp ion. Notice of redemption of any Series 1998 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series 1998 Bonds shall be mailed postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and (iv) as may be farther 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 Bonds; (iii) the redemption date; (iv) the redemption price; (v) the dates of maturity of the Bonds to be redeemed; DWSSF1:293349.1 5 (vi) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (vii) (in the case of Bonds redeemed in part only)the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (viii) the CUSIP number,if any,of each maturity of Bonds to be redeemed; (ix) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the Paying Agent;and (x) notice that further interest on such Bonds will not accrue after the designated redemption date. (d) Effect of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series 1998 Bond or by any securities depository or information service of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in subsection(e) of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the redemption premium thereon, if any, only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. (e) X.ed=12bon EM . 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 DMSFI:2$3349.1 G sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said monies shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. (f) Defoulpoe of Bgnds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of any or all outstanding Bonds all of the principal,interest and premium,if any,represented by such Bonds at the times and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith,then such Owners shall cease to be entitled to the obligation of the District as provided in Section 11 hereof, and such obligation and all agreements and covenants of the District and of the County to such Owners hereunder and under the Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal, interest and premium, if any, represented by the Bonds, but only out of monies on deposit in the interest and sinking fund or otherwise held in trust for such payment; and provided further, however, that the provisions of subsection (g) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non-callable direct obligations of the United States of America or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to accrue thereon and available monies then on deposit in the interest and sinking fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums)at or before their respective maturity dates. (g) Unclaimed ones. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. Sectign 8. fttu... (a) 8ngi=Z • U.S. Bank Trust National Association, in Los Angeles, California, is hereby appointed the initial Paying Agent for the Series 1998 Bonds(the"Paying Agent'). (b) J�dncjg 1 C=orate Trust Office. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Series 1998 Bonds shall mean in care of the corporate trust office of U.S.Bank Trust National Association,in St.Paul,Minnesota, DOC'SSFI«283349.1 7 and for all other purposes shall mean the corporate trust office of the Paying Agent in Los Angeles, California; provided, however, that in any case "principal corporate trust office" shall mean any other office of the Paying Agent designated for a particular purpose, and shall include the principal corporate trust office or other designated office of any successor paying agent. (c) Registration Kooks. The Paying Agent will keep or cause to be kept at its principal corporate trust office sufficient books for the registration and transfer of the Series 1998 Bonds,which shall at all times be open to inspection by the District,and,upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred on said books, Series 1998 Bonds as provided in Section 9 hereof; (d) Pa=ent of Fees and E Mses. The fees and expenses of the Paying Agent not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of the Education Code of the State of California. r i n 9. J=jfer Undrook•Entrylem.Discontinuation of Book- En= S sy tem: (a) The Series 1998 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series 1998 Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); =Vided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for The Depository Trust Company(or its successor)because The Depository Trust Company or its successor(or any substitute depository or its successor)is no longer able to carry out its functions as depository;=3dded,that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it;or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or(2)a determination by the County(upon consultation with the District) to remove The Depository Trust Company or its successor (or any substitute depository or its successor)from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this section, upon receipt of the outstanding Series 1998 Bonds by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new vMsri:283349.1 8 Series 1998 Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1998 Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the District or County. to the case of any transfer pursuant to clause (iii) of subsection(a) of this section, upon receipt of the outstanding Series 1998 Bonds by the Paying Agent together with a written request of the District or County to the Paying Agent, new Series 1998 Bonds shall be executed and delivered in such denominations, numbered in the manner determined by the Paying Agent, and registered in the names of such persons, as are requested in such written request of the District or County, subject to the limitations of Section 5 and the receipt of such a written request of the District or County, and thereafter, the Series 1998 Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution;provided, that the Paying Agent shall not be required to deliver such new Series 1998 Bonds within a period of less than sixty (60) days after the receipt of any such written request of the District or County. (c) The County,the District and the Paying Agent shall be entitled to treat the person in whose name any Series 1998 Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the County, the District or the Paying Agent; and the County, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with,notifying, or otherwise dealing with any beneficial owners of the Series 1998 Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Series 1998 Bonds. (d) So long as the outstanding Series 1998 Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns in effecting payment of the principal of and interest on the Series 1998 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer)on the date they are due. ,Section 10• IMnsfer and Exchange: (a) Transfer. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series 1998 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 8(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1998 Bond to the Paying Agent for cancellation,accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Series 1998 Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1998 Bond or Bonds of the same series, maturity, interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by any Owner of Series 1998 Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. rOcssF):293349.1 9 No transfer of any Series 1998 Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or(2)the close of business on the date on which notice is given that such Series 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. (b) ExghIMgI. The Series 1998 Bonds may be exchanged for Series 1998 Bonds of other authorized denominations of the same maturity and interest payment mode, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1998 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed request for exchange in a form approved by the Paying Agent. Whenever any Series 1998 Bond or Bonds shall be surrendered for exchange, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1998 Bond or Bonds of the same maturity and interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of any Series 1998 Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Section 11. Obligation of District. The Series 1998 Bonds represent the statutory obligation of the District and the County. The money for the payment of principal, redemption premium,if any, and interest with respect to the Series 1998 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such payment out of the interest and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem taxes for the payment of the Series 1998 Bonds on all property in the District subject to taxation by the District without limitation as to rate or amount (except certain personal property which is taxable at limited rates). Sectig L12. SAJe Saleof Bonds: Bond EU Contrg t. The Series 1998 Bonds shall be sold to the Underwriter not later than December 31, 1998. The Bond Purchase Contract submitted to and on file with the Clerk of this Board of Supervisors providing for the sale by this Board of Supervisors and the purchase by the Underwriter of the Series 1998 Bonds at a purchase price to be set forth 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 1998 Bonds shall not be in excess of 8.00%, (ii) the maximum interest rate on the Series 1998 Bonds shall not be in excess of 10.00% per annum; (iii) the minimum price for the Series 1998 Bonds shall be not less than the principal amount thereof;(v)the Series 1998 Bonds shall otherwise conform to the limitations specified herein. t`rt'x SFI:2s33a9.t 10 The Bond Purchase Contract shall recite the aggregate principal amount of the Series 1998 Bonds, the date thereof, the maturity dates, principal amounts and annual rates of interest of each maturity thereof, the initial and semiannual interest payment dates thereof, and the terms of optional and mandatory sinking fund redemption thereof. The Bond Purchase Contract,together with this Resolution, shall constitute the order of the Board of Supervisors for purposes of Section 15230 of the Education Code. 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 authorized officer of the County executing the same, and such execution shall constitute conclusive evidence of the County Treasurer's approval and this Board of Supervisors' approval of any change therein from the form of such Bond Purchase Contract. S ecti gn-1, • ncposit jwd Inyeatment of Eids: (a) The proceeds of sale of the Series 1998 Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. (b) All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, all or any portion of the building fund of the District may be invested in the Local Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District, all or any portion of the building fund of the District may be invested on behalf of the District in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series 1998 Bonds necessary to maintain the then current rating on the Series 1998 Bonds. SeCtion 14. TAX Covenant: The County acknowledges and relies upon the fact that the District has represented and covenanted that it shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 1998 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the"Code'"), and that it will comply with the requirements of the Tax Certificate of the District with respect to the Series 1998 Bonds,to be entered into by the District as of the date of issuance of the Series 1998 Bonds, and further that such representation and covenant shall survive payment in full or defeasance of the Series 1998 Bonds. DO ssxI:z8s349.1 11 The County acknowledges and relies upon the fact that the District has represented that the reasonably anticipated amount of qualified tax-exempt obligations which has been and will be issued by the District, or by any other entity on behalf of the District, in 1998 does not exceed $10,000,000, and this Board of Supervisors on behalf of the District and in reliance upon such representation, hereby designates the Bonds to be qualified tax-exempt obligations pursuant to Section 265(b)(3)(B)of the Code. Sectign 15. Continuing Disclosure Certificate: The County acknowledges and relies upon the fact that the District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The County acknowledges and relies upon the fact that the District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. 'tion 16. I invited Resnonsibi itv for official Statement: Neither the Board of Supervisors nor any officer of the County has prepared or reviewed the official statement of the District describing the Series 1998 Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for inclusion in the District's Official Statement and in a preliminary Official Statement, and to certify to the District prior to or upon the issuance of the Series 1998 Bonds that the information contained in such section does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made,not misleading. SMtion 17. A22roval of Actions The Chair of this Board of Supervisors, the Cleric of this Board of Supervisors, the County Auditor-Controller, the County Counsel, and the County Treasurer and the deputies and designees of any of them, are hereby authorized and directed to execute and deliver any and all certificates and representations, as may be acceptable to County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 1998 Bonds, necessary and desirable to accomplish the transactions authorized herein. Section 11. Indemnification of Coon: The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees ("Indemnified Parties'"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Series 1998 Bonds in accordance herewith and with the District's resolution described in Section 2 hereof and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. DOC'SSFI:283349.1 12 Section 19. E ec `ve ate: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this day, September 15,;995,by the fallowing vote: AYES: SUPERVISORS: Uilkema, Gerber, DeSaulnier, Canc.i.amilla and Rogers NOES: None ABSENT: None ABSTAIN: None Chair tf the Beard of pervisors ATTEST: Phil Batchelor,Clerk of the Board of Supervisors and County Administrator 4ep Cler of the Board of Supervisors tsWSSFr:293349.1 13 CLERKS C.F�'TIFICAU I, Phil Batchelor, Clerk of the Board of Supervisors (the "Board") and County Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on September 8, 1998, and entered in the minutes thereof, of which meeting all the members of 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. AYES: Supervisors Uilkema, Gerber, DeSaulnier, Cancl.ami.11a and Rogers NOES: None ABSTAIN:None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street,Martinez,California,a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I further certify that I have carefully compared the 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 full force and effect. WITNESS my hand this JL*y of Sant hen 1998. PHIL BATCHELOR,Clerk of the Board of Supervisors and County Administrator "u, 01 JAJ uty Clerk of the Board of Supervisors County of Contra Costa