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HomeMy WebLinkAboutRESOLUTIONS - 01012000 - 2000-463 RESOLUTION NO. 2000/463 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF BRENTWOOD UNION SCHOOL DISTRICT(CONTRA COSTA COUNTY,CALIFORNIA), GENERAL OBLIGATION BONDS,ELECTION OF 1997,SERIES B AND C,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$7,000,000 TO FINANCE THE ACQUISITION AND IMPROVEMENT OF REAL PROPERTY ACQUISITIONS AND IMPROVEMENTS 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 (the "Bonds"); and WHEREAS, the Board of Supervisors of the County (the "Board") issued the first series of the Bonds on April 15, 1998, in the principal amount of $4,996,606.90 (the "Series A Bonds"); and WHEREAS, Section 15140 of the Education Code of the State of California (the "Act") requires that general obligation bonds of the District shall be offered for sale by the Board of Supervisors of Contra Costa Coun , the County Superintendent of which has jurisdiction over the District, as soon as possible allowing 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 two series of Bonds (the "Series B Bonds" and the "Series C Bonds") in the aggregate principal amount of not to exceed Seven Million Dollars ($7,000,000); 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 B Bonds and the Series C Bonds (together, the '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 $7,000,000, 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 DEET~"TNMONS;ALPTHORI'TY Section 1.01.Definitions- 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 Act as in effect on the date of adoption hereof(commencing with Section 15140). "Accreted Interest"means, for the Series C Bonds, the Compound Accreted Value thereof minus the Denominational Amount of any of the Series C Bonds as of the date of calculation. "Articles," "Sections" and other subdivisions are 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. "Autlhorized Investments" means any investments permitted by law to be made with moneys belonging to, or in the custody of, the District, including, but not limited to, the Local Agency .Investment Fund in the California State Treasury and in investment agreements, including guaranteed investment contracts,with a financial entity whose long-term debt is rated by Moody's Investors Service and Standard &Poor's Ratings Group no lower than the rating on the Bonds, and whose short-term debt is rated no lower than the corresponding level of rating category for such debt. Any such investment agreement shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Moody's Investors Service and Standard & Poor's Rating Group in the event that the rating of shorty or long-term debt of the financial entity is downgraded below then-current requirements of Moody's Investors Service and Standard & Poor's Rating Group for such investment agreements. "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, collectively, the Series B Bonds and the Series C Bonds at any time Outstanding pursuant to this Resolution. "Closing Dante" means the date upon which there is an exchange of Bonds for the proceeds representing the purchase price of the Bonds by the Original Purchaser. "Compound Accreted Value"means,for the Series C Bonds, as of the date of calculation, the Denominational Amount of any Series C 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 C 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 C Bond, February 1, 2001 and -2- each February 1 and August 1 thereafter to and including the date of maturity of such Series C Bond. „County„means the County of Contra Costa, California. "County Treasurer"means the County Treasurer Tax-Collector of the County. "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 C Bonds, the initial purchase price of such Series C Bond. "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 Business Manager 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 EDUCATION OF THE BRENTWOOD UNION SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,000,000" adopted by the District's Board of Trustees on September 13, 2000 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 prerniums, fees for execution,transportation and safekeeping of the Bonds and charges and fees in connection with -3- the foregoing. "Maturity Value" means the Compound Accreted Value of any Series C Bond on its maturity date. "Official Notices of Sale" means, inclusively, the documents for the conduct of the public sales of the Series B and Series C Bonds, all as set forth in Exhibits C and D 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 or one of the Series thereof,pursuant to the Official Notice of Sale. "Outstanding,"when used as of any particular time with reference to Bonds, means all Bonds except: (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" or "Bondowner" mean 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. "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. "Series B Bonds" means current interest bonds designated "Brentwood Union School District (Contra Costa County,California),General Obligation Bonds,Election of 1997,Series B (Current Interest Bonds) (Bank Qualified)," as specified in Section 2.01. -4- "Series C Bonds" means the capital appreciation bands designated "Brentwood Union School District (Contra Costa County, California), general Obligation Bonds, Election of 1997, Series C (Capital Appreciation Bonds) (Bank Qualified)," 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 "Tux Code" means the Internal Revenue Tax 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 Date, together with applicable temporary and final Regulations promulgated under the Tax Code. "Treasurer" means the Treasurer/Tax Collector of the County or deputy or designee thereof. "Written Request of the District" means an instrument in writing signed by the District 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. Authority for this Resol tion. This Resolution is entered into pursuant to the provisions of the Act. The provisions of this Bond Resolution relating to payment of principal of and interest on the Bonds are set forth in this Bond Resolution solely at the request of the District for the convenience of the District in the administration of its 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. ARTICLE II THE BONDS Section 2.01. Authorization-Series B Bonds and Series C 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 principal amount of the Series B Bonds and the Denominational Amount of the Series C Bonds shall be as determined by the District based on property tax information supplied by the County and through consultation with the District's financial advisors,which amounts shall be as set forth in the Official Notices of Sale and the final Official Statement; and (ii) the aggregate principal amount of the Series B Bonds and the Denominational Amount of the Series C Bonds shall not exceed $7,000,000. Section 2.02.Terms of Bonds. (a) Form; Numberinsr. The Bonds shall be issued as fully registered Bonds, without coupons, in the denomination of $5,000 each or any .integral multiple thereof, but in an amount not to exceed the aggregate principal amount of Bonds maturing in the year of maturity of the Bond for which the denomination is specified. One Bond of each Series may contain any required odd amount. Bonds shall be lettered and numbered as the Paying Agent shall prescribe. (b) Date of Bonds. The Series B Bonds shall be dated November 1, 2000. The Series C 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 following shall apply, respectively, to the Series B and Series C Bonds: (i) The Series B Bonds. The Series B Bonds shall mature on each year on August 1, commencing on August 1, 2017 through and including August 1, 2025, unless sooner redeemed in accordance herewith. The Series B Bonds shall bear interest at such rate as shall be determined upon the sale thereof in accordance with Section 5 of the District Resolution, payable semi-annually on each August 1 and February 1 (the "Interest Payment Dates"), commencing February 1, 2001. Each Series B Bond shall bear interest from the Interest Payment Date next preceding the date of registration and authentication thereof unless (i) it is registered and authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii) it is registered and authenticated prior to an Interest Payment Date and after the close of business on the fifteenth day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date,or(iii) it is registered -6- and authenticated prior to February 1, 2001, in which event it shall bear interest from the date described in paragraph (b) of this Section 2.02; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the Series B Bonds including the final interest payment upon maturity is payable by check of the Paying Agent mailed on the Interest Payment Date via first-class mail to the Owner thereof at such Owner's address as it appears on the registration books maintained by the Paying Agent at the close of business on the fifteenth (15th) day of the month preceding the Interest Payment Date (the "Record Date"), or at such other address as the Owner may have filed with the Paying Agent for that purpose, or upon written request filed with the Paying Agent as of the Record Date by an Owner of at least $1,000,000 in aggregate principal amount of Series B Bonds,by wire transfer. (ii) The Series C Bonds. The Series C Bonds shall be dated the Closing Date, and 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 C 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 and approved by the Bond Insurer using the definition of Compound Accreted Value in this Resolution, the latter shall determine the Compound Accreted Value of such Series C Bond. The Compound Accreted Value of the Series C Bonds which is payable at maturity, or upon prior redemption, is payable upon surrender of such Series C Bonds at the Principal Office of the Paying Agent. The Compound Accreted Value of the Series C Bonds shall be payable in lawful money of the United States, out of the Debt Service Fund maintained by the County. The Series C 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. The interest portion of the Maturity Value of any Series C Bond which is payable on the date of maturity shall represent interest accrued and coming due on such date. The Appreciated Value of any Series C Bond at maturity shall be payable, except as provided below,by check mailed by first-class mail, in lawful money of the United States of America upon presentation and surrender of such Bond at the Office of the Paying Agent. Section 2.03. Redemption. The Bonds shall be subject to redemption in accordance with the provisions of the Official Notices of Sale, which provisions are hereby 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 -7- 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. Book-Entry SSysle. (a) Origiml 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. 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 -8- 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 Q=ide Book-En ystern. 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 Nominee. 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 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. Foran 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 forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution, as are set forth in Exhibits A (Current Interest Bond) and Exhibit B (Capital Appreciation Bond) attached hereto. Section 2.06.Execution of Bonds. The Bonds shall be executed on behalf of the Board by the facsimile signatures of the County Treasurer of the County 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 by such persons as at the actual date of the -9- execution of such Bond shall be the proper officers of the County although at the nominal date of such Bond any such person shall not have been such officer of the County. Only such Bonds as shall bear thereon a certificate of authentication and registration in the form set forth in Exhibits A and D 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 Bo ds. 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 byy 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.Exchange of Bonds.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. Section 2.09. Bond Rtsister. 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. Temporary 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 Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. -i0- 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. Bond Mutilated, Lost, 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. -11- ARTICLE III ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS;SECJRM FOR THE BONDS Section 3.01. Issuance and Delivery of Bonds. 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 Sale of Bonds.The proceeds of the Bonds shall be deposited as follows. (a) There shall be deposited with the Treasurer in the Debt Service Fund for the Series B Bonds (as hereinafter defined in Section 4.02), an amount equal to the accrued interest on the Series B Bonds paid by the Original Purchaser on the Closing Date; and (b) 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 "Series B & C 2000 Brentwood Union School District Building Fund" 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 accrued interest and any premium received by the District from the sale of the Bonds shall be accounted for separate and apart in the Debt Service Funds created and established in Section 4.02. 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 Funds and applied to the payment of principal and interest on either the Series B Bonds or the Series C Bonds, at the written direction of the District. If, after payment in full of the Series B Bonds and the Series C 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. Section 3.03. SecMzJJy 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. -12- ARTICLE IV SALE OF THE BONDS;DEBT SERVICE FUND;OFFICIAL STATEMENT Section 4.01. Sale of the Bonds. The Series B and Series C Bonds shall be offered for sale pursuant to the terms contained in the Official Notices of Sale and sold to the highest, best, responsible bidder according to the provisions of the Official Notices of Sale, on Tuesday, October 31, 2000, at the hours of 9:30 a.m. and 10:00 a.m. (California Time, respectively), is hereby fixed as the time and in the offices of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California 94612, is hereby fixed as the place at which bids will be received for the purchase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale. Provisions may be made for cancellation, postponement or rescheduling of the sale in the Official Notice of Sale. Jones ball is hereby authorized and directed to cause notice of sale of the Bonds by: (i) publication of a notice substantially in the forms contained in Exhibits C and D 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 weeps, with the first publication at least fourteen (14) days before October 31, 2000; and (ii) publication of a notice substantially in the forms contained in Exhibits C and D hereto in The Bond Buyer, a financial newspaper of statewide circulation, one time, which publication shall occur at least-fifteen (15) days before October 31, 2000. The Superintendent of the District 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 Superintendent, the Superintendent is hereby authorized and directed to award the sale of the Bonds. The District, in the District Resolution, has expressly authorized Zions First National Bank (parent company of Kelling, Northcross & Nobriga, the Financial Advisor of 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 Funds.The County Treasurer shall create and maintain while the Bonds are outstanding an interest and sinking fund for each of the Series B Bonds and the Series C Bonds (the "Debt Service Funds"),which shall be maintained by the County Treasurer as separate accounts, 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 Funds shall be administered and disbursements made in the manner set forth in Section 4.03 hereof. Section 4.03. M12osit and investment of Proceeds. (a) The proceeds of sale of the 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 -13- Treasurer's discretion in Authorized Investments pursuant to law and the investment policy of the County,unless otherwise directed in writing by the District. (i) At the written direction of the District, the County Treasurer shall invest all or any portion of the building fund of the District in the Local Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District,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 Bonds. Section 4.14.Vis ursgments From Debt Service Funds. The moneys in the Debt Service Funds, 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 County 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. Section 4.05. 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 4.06. No Approval of District's Finance Team. Structure of District's Financing, or Official Statement. 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. Section 4.07. No Liability of the County. 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 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 4.08. 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 -14- 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. -15- ARTICLE V COVENANTS OF THE BOARD Section 5.01. Punctual Payment. The Board will levy ad valorem taxes, as provided 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. Ex ension 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. -1� ARTICLE STI THE PAYING AGENT Section 6.01. ARRointrnent of Paying Agent. First Trust of California, National Association, at its Principal Office in Los Angeles, California, has been appointed by the District 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. -17- ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS Section 7.01. Events of Defa lt. Anyone 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, seeping 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. AV12lication_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 a rate of interest equal to the average interest rate on the Bonds (to the extent that such interest on overdue installments shall have been collected),such payments 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 a rate of interest equal to the average interest rate on the Bonds (to the extent that such interest on overdue installments of -1s- interest shall have 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 Bondowner 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 Bondowner 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. -19- 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. Supplemental 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. -20- ARTICLE DC 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.Defeasance. (a) Discharge of 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) and Section 4.08. In such event,upon request of the District, the Paying Agent shall cause an accounting for suchh 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 requbed for the payment of Bonds not theretofore surrendered for such payment._Defeasance ol the Bonds shall not affect the District's obligation to the County under Section 4.08. (b) Ehacharge 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. -21- 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 whatsoever,and such Bonds,upon such surrender and cancellation,shall be deemed to be paid and retired. (c) DDgposit of Money or$Ccurities with Paving A en . 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 Di.%harge 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 rernainulg 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_Documents and Proof_of QwnedW12 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 Bondowner 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 -72- the amount, maturity, number and date of holding the same shall be proved by the registry books. 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.Waiv r of Personal 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 boardmember,officer,agent or employee from the performance of any official duly provided by law. Section 9.05. Destruction of_Canceled Bonds. 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 Paying 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. Fartial 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. -23- COUNTY OF CONTRA COSTA By: Chairperson,P6#d of Supervisors (S E A L) Attest: L"n" Cler of the 3oard -24-