HomeMy WebLinkAboutRESOLUTIONS - 01012002 - 2002-388 RESOLUTION NO.2wz43a&
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF
JOHN SWETT UNIFIED SCHOOL DISTRICT,
GENERAL OBLIGATION BONDS,ELECTION OF 2002, SERIES A
IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$10,000,000
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS;AUTHORITY
Section1.01. Definitions......................................................................................
Section 1.02. Authority for this Resolution................................
ARTICLE II
THE BONDS
Section 2.01. Authorization..................... 6
...................................................
Section 2.02. Terms of Bonds............................. 6
Section 2.03. Redemption............................................................................................
Section 2.04. Book-Entry System.......".
ystem...........................................+.............................................7
Section 2.05. Form of Bonds...................
Section 2.06. Execution of Bonds....................`.............,.................................,..........,....,...10
Section 2.07. Transfer of Bonds....................... .................................................................. 11
Section 2.08. Exchange of Bonds........................................................................................11
Section 2.09. Bond Register...................... ......................................... 11
Section 2.10. Temporary Bonds.....
Section 2.11. Bonds Mutilated,Lost, Destroyed or Stolen................................................... 12
ARTICLE III
ISSUE OF BONDS; APPLICATION OF BOND PROCEEDS;
SECURITY FOR THE BONDS;INVESTMENT
Section 3.01. Issuance and Delivery of Bonds..................... ...........13
.....................................
tion 3.02. Application of Proceeds of Sale of Bonds;Building Fund................................ 13
Section 3.03. Security for the Bonds............ .... 13
Section 3.04. Investments........................ ...... 13
ARTICLE IV
SALE OF THE BONDS; DEBT SERVICE FUND
Section 4.01. Sale of the Bonds......................................................................................... 14
Section 4.02. Debt Service Fund................... . .... ........................................................14
Section 4.03. Disbursements From Series A Debt
Section 4.04. C7ffi Service Fund............................................ 14
tial Action.
ARTICLE V
OTHER COVENANTS OF THE BOARD
Section 5.01. Punctual Payment................................
Section 5.02. Extension of Time for Payment............ ......15
ARTICLE VI
THE PAYING AGENT
Section 6.01.
Appointment of Paying Agent............
........................................................... 16
Section 6.02. Paying Agent May Hold Bonds......................................,....,.........,...............16
Section 6A3. Liability of Agents.........................,...,......................................................... 16
Section 6.04. Notice to Agents.............
......................................................... .. 17
Section 6.05. Compensation, Indemnification. ................`
i
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events ofDefault ........................................................................................ 18
Section 7.02. Application mfFunds Upon Default............................................................... lQ
Section 7.03. Remedies of Bondmnonera...............................................................................l9
Section7.04. Non-Waiver................................................................................................19
Section 7.05. Remedies Not Exclusive...............................................................................19
ARTICLE VIII
SUPPLEMENTAL RESOLUTIONS
Section 8.01. Supplemental Resolutions Effective Without Consent mfthe Owners..............2O
Section 8.D2' Supplemental Resolutions Effective With Consent to the Owners. ................20
ARTTCLE D(
MISCELLANEOUS
Section 9.01. Benefits ofResolution Limited boParties'.....................................................21
Section9.02. Defeasance..................................................................................................2I
Section 9.03. Execution of Documents and Proof of Ownership by Bondowners......................22
Section 9.04. Waiver of Personal Liability
----------_--.--.--_--_--.--.-23
Section 9.05. Destruction of Canceled Bonds......................................................................23
Section 9.06. Partial Invalidity ooy-.-.--.---------_.~--.-----_.-..--.------.-23
Section 9.07. Effective Date of Resolution.........................................................................23
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RESOLUTION NO, 2002 385
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF JOHN SWETT
UNIFIED SCHOOL DISTRICT, GENERAL OBLIGATION BONDS, ELECTION OF
2002, SERIES A
RESOLVED, by the Board of Supervisors of Contra Costa County (the "Board"), as
follows:
WHEREAS, an election was duly and regularly held in the John Swett Unified School
District (the "District") on March 5,2002 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 $10,000,000 (the "Bonds"), at which election fifty-five percent or more of
the votes cast were in favor of the issuance of the Bonds;and
WHEREAS, Section 15140 of the Education Code of the State of California (the
"Education Code")requires that general obligation bonds of a school district shall be offered for
sale by the board of supervisors of the county, the county superintendent of which has
jurisdiction over such school district, as soon as possible following receipt of a resolution
adopted by the governing board of such district;and
WHEREAS, at this time the Board has received the resolution of the Board of Trustees
of the District requesting the issuance of the Bonds (the "Series A Bonds") in the aggregate
principal amount of not to exceed Ten Million Dollars ($10,000,000); and
WHEREAS, in its resolution, the District found and informed this Board that all acts,
conditions and things required by law to be done or performed have been done and performed
in strict conformity with the laws authorizing the issuance of general obligation bonds of the
District, and the indebtedness of the District, including the proposed issue of the Series A
Bonds, is within all limits prescribed by law;and
WHEREAS, the Board intends to issue and sell general obligation bonds, in a principal
amount not to exceed $10,000,000, pursuant to this resolution and in conformity with the Act
(as hereafter defined);and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA AS FOLLOWS:
ARTICLE I
DEFINITIONS;AUTHORITY
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 Chapter 1.5 of Part 10 of Division 1 of Title 1 of the California Education
Code, as in effect on the date of adoption hereof,and as amended hereafter.
"Accreted Interest" means, with respect to any Capital Appreciation Bond, Accreted
Value as of the date of its calculation, less the original principal amount of such Capital
Appreciation Bond.
"Accreted Value" meads (a) on any Compounding Date, the amount set forth opposite
such Compounding Date on the Table of Accreted Values which is included in Exhibit B hereto
as part of the form of Capital Appreciation Bond, (b) on any date between the Closing Date
and the first Compounding Date, the amount determined on the basis of straight-line
interpolation between the Closing Date and such Compounding Date (based on a 360-day year
and twelve 30-day months), and (c) on any date which is between two Compounding Dates
(based on a 360-day year and twelve 30-day months), the amount determined on the basis of
straight-line interpolation between such date and such Compounding Date.
"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.
"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.
"Bond Payment Date" means February 1 and August 1 of each year, commencing
February 1, 2003 with respect to interest on the Current Interest Bonds (unless otherwise
specified in the Purchase Contract) and August 1 of each year, commencing August 1, 2003,
with respect to the principal payments on the Current Interest Bonds (unless otherwise
specified in the Purchase Contract), and, with respect to the Capital Appreciation Bonds, the
stated maturity dates thereof, as applicable.
"Bonds" or "'Series A Bonds" means the Current Interest Bonds and the Capital
Appreciation Bonds at any time Outstanding pursuant to this Resolution.
"Bond Register"has the meaning given to such term in Section 2.09.
"Capital Appreciation Bond" means Series A Bonds, the interest component of which is
compounded semiannually on each Bond Payment Date to maturity, as shown in the table of
Accreted Value for such Series A Bonds in the Purchase Contract and/or the Official Statement
for the Series A Bonds.
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"Capital Appreciation Term Bonds" means those Capital Appreciation Bonds for which
mandatory redemption dates have been established in accordance with Section 2.03(ii).
"Closing Date" means the date upon which there is an exchange of Series A Bonds for
the proceeds representing the purchase price of the Series A Bonds by the Original Purchaser.
„Code" means the Internal Revenue 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 Code.
"Compounding Date"means,with respect to any Capital Appreciation Bond, August 1,
2002 (unless otherwise specified in the Purchase Contract) and each February 1 and August 1
thereafter,to and including the date of maturity of such Bond.
"County"means the County of Contra Costa,California.
"County Treasurer"means the Tax Collector-Treasurer of the County.
"Current Interest Bonds" means the Series A Bonds the interest on which is payable on
each Bond Payment Date specified for each such Series A Bond as designated and maturing in
the years and in the amounts set forth in the Purchase Contract. "Current Interest Term Bonds"
means those Current Interest Bonds for which mandatory redemption dates have been
established pursuant to Section 2.03(ii).
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Series A 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.
"Denominational Amount" means, with respect to any Capital Appreciation Bond, the
initial principal amount thereof.
"Depository"means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.04.
system."Depository System Participant" means any participant in the Depository's book-entry
"DTC"means The Depository Trust Company,New York,New York,and its successors
and assigns.
"District Representative" means the Superintendent of the District, or any other person
authorized by resolution of the Board of Trustees of the District to act on behalf of the District
with respect to this Resolution and the Series A Bonds.
"Federal Securities"means direct and general obligations of the United States of America,
or obligations that are unconditionally guaranteed as to principal and interest by the United
States of America,including(in the case of direct and general obligations of the United States of
America)evidences of direct ownership of proportionate interests in future interest or principal
payments of such obligations. Investments in such proportionate interest must be limited to
circumstances wherein(a)a bank or trust company acts as custodian and holds the underlying
United States obligations, (b) the owner of the investment is the real party in interest and has
the right to proceed directly and individually against the obligor of the underlying United States
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obligations; and (c) the underlying United States obligations are held in a special account,
segregated from the custodian's general assets,and are not available to satisfy any claim of the
custodian, any person claiming through the custodian, or any person to whom the custodian
maybe obligated;provided that such obligations are rated or assessed "AAA" by Standard &
Poor's if the Bonds are then rated by Standard&Poor's and "Aaa"by Moody's if the Bonds are
then rated by Moody's.
"Information Services" means Financial Information, Inc.`s Financial Daily Called Bond
Service;Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond
Service;Moody's Municipal and Government;or Standard&Poor's Called Bond Record.
„Issuance Expenses"means all items of expense directly or indirectly reimbursable to the
District relating to the issuance, execution and delivery of the Bonds including,but not limited
to, filing and recording costs, settlement costs, printing costs, reproduction and binding costs,
legal fees and charges,fees and expenses of the Paying Agent, financial and other professional
consultant fees, costs of obtaining credit ratings, municipal bond insurance premiums, fees for
execution,transportation and safekeeping of the Bonds and charges and fees in connection with
the foregoing.
"Maturity Value"means the Accreted Value of a Capital Appreciation Bond on the date
such Bond matures.
"Original Purchaser"means Stone & Youngberg LLC, as the first purchaser of the Series
A Bonds pursuant to the Purchase Contract.
"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
(e) 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 BNY Western Toast Company, 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 6.01 hereof.
"Principal Office"means the office of the Paying Agent in San Francisco,California.
"Purchase Contract" means the Purchase Contract, dated the date of sale of the Bonds,
by and among the Original Purchaser, the District and the Board of Supervisors, pursuant to
which the Original Purchaser agrees to purchase all of the Bonds, subject to the conditions
contained in Section 4.01 hereof.
"Regulations"means temporary and permanent regulations promulgated under the Code.
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"Resolution"means this Resolution.
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue,
Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-5190 with
Cede&Co.as its nominee.
"Supplemental Resolution" means any resolution supplemental to or amendatory of this
Resolution,adopted by the Board in accordance with Article VIII hereof.
"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 Resolution. This Resolution is entered into pursuant to
the provisions of the Act.
ARTICLE 11
THE BONDS
Section 2.01. Authorization. The Bonds, comprised of Current Interest Bonds and
Capital Appreciation 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 the aggregate principal amount of the Current Interest Bonds and the Capital
Appreciation Bonds shall not exceed $10,000,000. This Resolution constitutes a continuing
agreement with the Owners of all of the Bonds issued or to be issued hereunder and then
Outstanding to secure the full and final payment of principal of, interest on, and Accreted
Value of all Bonds which may from time to time be issued hereunder, subject to the covenants,
agreements, provisions and conditions herein contained. The Bonds shall be designated the
"Jahn Swett Unified School District (Contra Costa County, California), General Obligation
Bonds, Election of 2002, Series A".
Section 2.02. Terms of Bonds.
(a) Form; Numbering. The Bonds shall be issued as fully registered Bonds, without
coupons. Bonds shall be lettered and numbered as the Paying Agent shall prescribe. The
Current Interest Bonds shall be issued in the denomination of $5,000 each or any integral
multiple thereof, but in an amount not to exceed the aggregate principal amount of Current
Interest Bonds maturing in the year of maturity of the Current Interest Bond for which the
denomination is specified. The Capital Appreciation Bonds shall be issued in the Maturity
Value of$5,000 each or any integral multiple thereof except for one Capital Appreciation Bond
which may be issued in a Maturity Value less than $5,000, but in an amount not to exceed the
aggregate Maturity Value of Capital Appreciation Bonds maturing in the year of maturity for
the Capital Appreciation Bonds for which the denomination is specified.
(b) Date of Bonds. The Current Interest Bonds shall be dated the Closing Date, or such
other date as shall be specified in the Purchase Contract. The Capital Appreciation 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.; Intm t. The Series A Bonds shall mature on August 1 or July 1 (or on
such other dates as specified in the Purchase Contract)in the years and amounts set forth in the
Official Statement for the Series A Bonds.
The Maturity Value of any Capital Appreciation Bond shall be payable only upon the
maturity of such Capital Appreciation Bond. The total amount of principal of and interest
payable on the Capital Appreciation Bonds as of any date other than its maturity date shall be
the Accreted Value thereof determined as of such date.
The Current Interest Bonds shall bear interest at such rate as shall be determined upon
the sale thereof in accordance with Section 4.01 hereof, payable semi-annually on each Bond
6
Payment Dates, commencing February 1, 2003 (unless otherwise specified in the Purchase
Contract).
The Capital Appreciation Bonds shall bear interest at such rate or rates as shall be
determined upon the sale thereof in accordance with Section 4.01 hereof.
Each Current Interest Bond shall bear interest from the Bond Payment Date next
preceding the date of registration and authentication thereof unless (i) it is registered and
authenticated as of an Bond Payment Date,in which event it shall bear interest from such date,
or (ii) it is registered and authenticated prior to a Bond Payment Date and after the close of
business on the fifteenth(15th)day of the month preceding such Bond Payment Date, in which
event it shall bear interest from such Bond Payment Date, or (iii) it is registered and
authenticated prior to January 15, 2003, 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
Bond Payment Date to which interest has previously been paid or made available for payment
thereon.
Interest on the Bonds shall be calculated on the basis of a 360-day year comprised of
twelve 30-day months.
(e) Ea)mnt. Interest on the Current Interest Bonds including the final interest payment
upon maturity is payable by check of the Paying Agent mailed on the Bond Payment Date via
first-class mail to the Owner thereof at such Owner's address as it appears on the bond register
maintained by the Paying Agent at the close of business on the fifteenth(15th) day of the month
preceding the Bond 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 Current Interest Bonds,by wire transfer.
The interest portion of the Accreted Value of any Capital Appreciation Bond which is
payable on the date of maturity shall represent interest accrued and corning due on such date.
The Accreted Value of any Capital Appreciation Bond at maturity shall be payable, except as
provided below, by check mailed by first-class mail, in lawful money of the United State of
America upon presentation and surrender of such Bond at the Office of the Paying Agent.
Section 2.03. Redemption. (i) Optional Redemption. The Bonds may be redeemed
before maturity, at the option of the bistrict, on the dates specified in the final Official
Statement for the Bonds, as a whole or in part, by lot within a maturity. The Current Interest
Bonds called prior to maturity will be redeemed at the redemption prices specified in the final
Official Statement for the Bonds. The Capital Appreciation Bonds which are not Capital
Appreciation Term Bunds are not subject to optional redemption prior to their stated maturity
date,unless so specified in the final Official Statement for the Bonds.
(ii) Mandatory Redemption. The Capital Appreciation Term Bonds maturing on the
dates specified in the final Official Statement for the Bonds are subject to mandatory
redemption from monies in the Series A Debt Service Fund established in Section 4.02 hereof
prior to their stated maturity date, at the Accreted Value thereof, without premium, on the
dates specified in the final Official Statement for the Bonds. The Current Interest Term Bonds
are subject to redemption as provided in the final Official Statement for the Bonds.
(iii) Selection of Bonds for Redemption. Whenever provision is made in this Resolution
for the redemption of Bonds and less than all Outstanding Bonds are to be redeemed, the
Paying Agent, upon written instruction from the District received at least 50 days prior to the
7
specified redemption date (unless a shorter notice is consented to by the Paying Agent), shall
select Bonds for redemption. Within a maturity, the Paying Agent shall select Bonds for
redemption by lot. Redemption by lot shall be in such a manner as the Paying Agent shall
determine;provided hg_wg_y_er, that the portion of any Current Interest Bond to be redeemed in
part shall be in the Principal Amount of$5,000 or any integral multiple thereof and the portion
of any Capital Appreciation Bond to be redeemed in part shall be in integral multiples of the
Accreted Value per$5,000 Maturity Value of such Capital Appreciation Bond.
(iv) Notice of Redemption. When redemption is authorized or required pursuant to
Section 2.03(i) hereof, the Paying Agent, upon written instruction from the District received at
least 50 days prior to the specified redemption date (unless a shorter notice is consented to by
the Paying Agent), shall give notice (a "Redemption Notice") of the redemption of the Bonds.
Such Redemption Notice shall specify: (a) the Bonds or designated portions thereof (in the
case of redemption of the Bonds in part but not in whole) which are to be redeemed, (b) the
date of redemption, (c) the place or places where the redemption will be made, including the
name and address of the Paying Agent, (d) the redemption price, (e) the CUSIP numbers (if
any)assigned to the Bonds to be redeemed, (f) the Bond numbers of the Bonds to be redeemed
in whole or in part and, in the case of any Bond to be redeemed in part only, the Principal
Amount of such Bond to be redeemed, and (g) the original issue date, interest rate and stated
maturity date of each Bond to be redeemed in whole or in part. Such Redemption Notice shall
further state that on the specified date there shall become due and payable upon each Bond or
portion thereof being redeemed the Redemption Price thereof, together with the interest accrued
to the redemption date in the case of the Capital Appreciation Bonds, and that from and after
such date,interest with respect thereto shall cease to accrete in value.
The Paying Agent shall take the following actions with respect to such Redemption
Notice:
(a) At least thirty (30) but not more than forty-five (45) days prior to the
redemption date, such Redemption Notice shall be given to the respective Owners of
Bonds designated for redemption by registered or certified mail, postage prepaid, at
their addresses appearing on the Bond Register maintained pursuant to Section 2.09.
(b) At Ieast thirty (30) days before the redemption date, such Redemption
Notice shall be given b7 (i) registered or certified mail, postage prepaid, (ii)
telephonically confirmed acsimile transmission, or (iii) overnight delivery service, to
each of the Securities Depositories.
(c) At least thirty (30) days before the redemption date, such Redemption
Notice shall be given by(i)registered or certified mail,postage prepaid, (or (ii) overnight
delivery service,to one of the Information Services.
Neither failure to receive or failure to send any notice of redemption nor any defect in
any such Redemption Notice so given shall affect the sufficiency of the proceedings for the
redemption of the affected Bonds. Each check issued or other transfer of funds made by the
Paying Agent for the purpose of redeeming Bonds shall bear or include the CUSIP number
identifying,by issue and maturity,the Bonds being redeemed with the proceeds of such check or
other transfer.
(v) Partial Redemption of Bonds. Upon the surrender of any Bond redeemed in part
only,the Paying Agent shall execute and deliver to the Owner thereof a new Bond or Bonds of
like tenor and maturity and of authorized denominations equal in Transfer Amounts to the
unredeemed portionof the Bond surrendered. Such partial redemption shall be valid upon
8
payment of the amount required to be paid to such Owner, and the County and the District
shall be released and discharged thereupon from all liability to the extent of such payment.
(vi) Effect of Notice of Redemption. Notice having been given as aforesaid, and the
moneys for the redemption(including the interest to the applicable date of redemption) having
been set aside in the District's Series A Debt Service Fund created in Section 4.02 hereof, the
Bonds to be redeemed shall become due and payable on such date of redemption.
If on such redemption date, money for the redemption of all the Bonds to be redeemed
as provided in Section 2.03(i) hereof, together with interest to such redemption date, shall be
held by the Paying Agent so as to be available therefor shall have been given as aforesaid, then
from and after such redemption date, interest with respect to the Bonds to be redeemed shall
cease to accrue and become payable. All money held by or on behalf of the Paying Agent for
the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to
be redeemed.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of
this Section 2.03 shall be cancelled upon surrender thereof and be delivered to or upon the order
of the County and the District. All or any portion of a Bond purchased by the County or the
District shall be cancelled by the Paying Agent.
(vii) Bonds No Longer Outstanding. When any Bonds (or portions thereof), which have
been duly called for redemption prior to maturity under the provisions of this Resolution, or
with respect to which irrevocable instructions to call for redemption prior to maturity at the
earliest redemption date have been given to the Paying Agent, in form satisfactory to it, and
sufficient moneys shall be held by the Paying Agent irrevocably in trust for the payment of the
redemption price of such Bonds or portions thereof, and, in the case of Current Interest Bonds,
accrued interest with respect thereto to the date fixed for redemption, all as provided in this
Resolution,then such Bonds shall no longer be deemed Outstanding and shall be surrendered to
the Paying Agent for cancellation.
Section 2.04. Book-Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate
single fully registered Bond (which may be typewritten) for each maturity of the Bonds. Upon
initial delivery,the ownership of each such Bond shall be registered on the Bond Register 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 Bond Register.
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 Bond Register, 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 Bond Register, 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 Depositary as Owner of the Bonds. The District and the Paying Agent may treat
and consider the person in whose namg each Bond is registered as the absolute owner of such
9
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 extentof the sum or sums so paid. No person other than an Omer shall receive a
Band evidencing the obligation of the District to make payments of principal, interest and
premium,if any,pursuant to this Resolution. Upon delivery by the Depository to the Nominee
of written notice to the effect that the Depository has determined to substitute a new nominee
in its place, and subject to the provisions herein with respect to Record Dates, such new
nominee shall become the Nominee hereunder for all purposes;and upon receipt of such a notice
the District shall promptly deliver a copy of the same to the Paying Agent.
(b) Representation fetter. In order to qualify the Bonds for the Depository's book-entry
system, the District and the Paying Agent shall execute and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the Bonds. The execution and
delivery of such letter shall not in any way limit the provisions of subsection(a)above or in any
other way impose upon the District or the Paying Agent any obligation whatsoever with respect
to,persons having interests in the Bonds other than the Owners. The Paying Agent agrees to
comply with all provisions in such letter with respect to the giving of notices thereunder by the
Paying Agent. In addition to the execution and delivery of such letter,the District may take any
other actions, not inconsistent with this Resolution, to qualify the Bonds for the Depository's
book-entry program.
(c) Transfers Outside Book-Entry S sv tem. In the event that either (i) the Depository
determines not to continue to act as Depository for the Bonds, or (ii) the County Treasurer
determines to terminate the Depository as such, then the County Treasurer 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 County
Treasurer fails to identify another Securities Depository to replace the Depository, then the
Bonds shall no longer be required to be registered in the Bond Register 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 Indenture to
the contrary,so long as any Bond is registered in the name of the Nominee, all payments 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. Form 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.
10
Section 2.06. Execution of Bonds. The Bonds shall be executed on behalf of the Board by
the facsimile signatures of the County Treasurer and Chair of the Board of Supervisors, and
countersigned by manual or facsimile signature by 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
Board 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 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 B attached hereto, executed and dated by the Paying
Agent,shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution,
and such certificate of the Paying Agent shall be conclusive evidence that the Bonds so
registered have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Resolution.
Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.09
hereof, by the person in whose name it is registered, in person or by his duly authorized
attorney, upon surrender of such Bond for cancellation at the Principal Office at the Paying
Agent,accompanied by delivery of a written instrument of transfer in a form approved by the
Paying Agent, duly executed. The Paying Agent shall require the payment by the Owner
requesting such transfer of any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer,the District shall execute
and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate
principal amount.
No transfers of Bonds shall be required to be made (a) fifteen days prior to the date
established by the Paymig 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;provided that Current Interest Bonds may only be exchanged for Current
Interest Bonds, and Capital Appreciation Bonds may only be exchanged for Capital
Appreciation Bonds.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 Pa g 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 Remoter. The Paying Agent'shall keep or cause to be kept sufficient
books for the registration and transfer of the Bond (the "Bond Register"),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
11
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.
Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this
Resolution as definitive Bonds executed and delivered hereunder.
Section 2.11. Bonds Mutilated. Lost. Destroved 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.
12
ARTICLE III
ISSUE OF BONDS;APPLICATION OF BOND PROCEEDS;
SECURITY FOR THE BONDS;IN"VESTIVIENT
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 Current Interest Bonds and Capital
Appreciation Bonds which in aggregate principal amount shall not exceed$10,000,000.
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 successful bidder for the Bonds on receipt
of the purchase price therefor and upon performance of the conditions contained in the
Purchase Contract relating to the Bonds.
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; Building Fund. The proceeds of
the Bonds shall be deposited as follows:
(a) There shall be deposited with the County Treasurer in the Series A Debt Service
Fund,an amount equal to the accrued interest and any premium received by the District on the
Current Interest Bonds paid by the Original Purchaser on the Closing Date;and
(b) The proceeds from the sale of the Bonds not consisting of accrued interest or
premium shall be paid to the County Treasurer to the credit of the fund hereby created and
established and to be known as the "Election of 2002, Series A John Swett Unified School
District Building Fund" (the"Series A Building Fund") of the District, which shall be accounted
for separate and distinct from all other District and County funds, and those proceeds shall be
used solely for the purpose for which the Bonds are being issued. The interest earned on the
monies deposited to said Building Fund shall be deposited in said Building Fund and used for
the purposes for which the Series A Bonds have been authorized. Any excess proceeds of the
Series A Bonds not needed for the authorized purposes set forth herein for which the Bonds are
being issued shall be transferred to the Series A Debt Service Fund andapplied to the payment
of principal and interest on the Series A Bonds. If, after payment in full of the Series A Bonds
there remain excess proceeds,any such excess amounts shall be transferred to the general fund
of the District.
Section 3.03. Security for the Bonds. The Bonds are general obligations of the District,
and the Board of Supervisors has the power, is obligated and hereby covenants to levy ad
valorem taxes uponall 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
Sections 15250 and Section 15252 of the Act.
Section 3.04. Investments. All funds held by the County Treasurer hereunder shall be
invested by the County 'Treasurer in the County Investment Pool, the Local Agency Investment
Fund, any investment authorized pursuant to Section 53601 of the Government Code, or in
investment agreements,including guaranteed investment contracts,or other investment products
(provided that such agreements comply with the requirements of Section 148 of the Internal
Revenue Code of 1986, as amended (the "Code")).
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ARTICLE IV
SALE OF THE BONDS;DEBT SERVICE FUND
Section 4.01. Sale of the Bonds. The Bonds shall be sold to the Original Purchaser
pursuant to the terms of a Purchase Contract, between the Original Purchaser, the Board of
Supervisors and the District, and dated the date of sale of the Bonds (the "Purchase
Contract"),so long as the net interest cost on the Bonds does not exceed 1.7°la, and so long as
the Original Purchaser's discount on the Bonds (without regard to an original issue discount, if
any) does not exceed 6.5%. The County Treasurer is hereby authorized and directed to execute
the Purchase Contract,with such changes therein,deletions therefrom and modifications thereto
as the County Treasurer, or designated deputy thereof, may approve, such approval to be
conclusively evidenced by his or her execution and delivery thereof.
Section 4:02. Debt Service Fund. The County Treasurer shall create and maintain, while
the Bonds are outstanding, an interest and sinking fund for the Bonds (the "Series A Debt
Service Fund"), which shall be maintained by the County Treasurer as a separate account,
distinct from all other funds of the District, into which shall be paid on receipt thereof, (i) the
portion of the Bond proceeds designated in Section 3.02(a) of this Resolution, and (ii) the
proceeds of any taxes levied pursuant to Section 3.03.
The Series A Debt Service Fund shall be administered and disbursements made in the
manner set forth in Section 4.03 hereof.
Section 4.03. Disbursements FromSeries A Debt Service Fund. The moneys in the Series
A Debt Service Fund, to the extent necessary to pay the principal of, interest on, and Accreted
Value of the Bonds as the same become due and payable, shall be transferred by the County
Treasurer to the Paying Agent in immediately available funds at least one (1)business day prior
to each Bond Payment Date,which,in turn,shall pay such moneys to the Owners of the Series
A Bonds in accordance with Section 2.02(e). Interest earnings on funds in the Series A Debt
Service Fund shall remain therein.Any moneys remaining in the Series A Debt Service Fund 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.
Section 4.04.Official Action. All actions heretofore taken by the officers and agents of
the County with respect to the sale and issuance of the Bonds are hereby approved, and the
County Treasurer, and all other officers of the County are hereby authorized and directed for
and in the name and on behalf of the Board, to do any and all things and take any and all
actions relating to the execution and delivery of any and all certificates, requisitions, agreements
and other documents,which they,or any of them,may deem necessary or advisable in order to
consummate the lawful issuance and delivery of the Bonds in accordance with this resolution.
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ARTICLE V
OTHER COVENANTS OF THE BOARD
Section 5.01. Punctual Payment. The Board willlevy ad valorem taxes, as provided in
Section 3.03,so as to enable the District to punctually pay,or cause to be paid, the principal of,
interest on,and Accreted Value of the Bonds, in strict conformity with the terms of the Bonds
and of this Resolution, and it will faithfully observe and perform all of the conditions,
covenants and requirements of this Resolution and of the Bonds. Nothing herein contained shall
prevent the District from making advances of its own moneys,howsoever derived,to any of the
uses or purposes permitted by law.
Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Board will not, directly or indirectly, extend or consent to
the extension of the time for the payment of any claim for interest on any of the Bonds and will
not,directly or indirectly, approve any such arrangement by purchasing or funding said claims
for interest or in any other manner. In case any such claim for interest shall be extended or
funded,whether or not with the consent of the District, such claim for interest so extended or
funded shall not be entitled, in case of default 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.
15
ARTICLE VI
THE PAYING AGENT
Section 6.01. Appointmen# of Paving Agent. BNY Western Trust Company is hereby
appointed Paying Agent for the Bonds. The Paying Agent undertakes to perform such duties,
and only such duties, as are specifically set forth in this Resolution, and, even during the
continuance of an Event of Default, no implied covenants or obligations shall be read into this
Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties
and obligations imposed upon it by this Resolution by executing and delivering to the District a
certificate to that effect.
The Paying Agent may at any time resign by giving written notice to the County
Treasurer(but only if the County Treasurer is not then acting as Paying Agent), the District and
the Bondowners of such resignation. Upon receiving notice of such resignation,the District shall
promptly appoint a successor Paying Agent by an instrument in writing. Any resignation or
removal of the Paying Agent and appointment of a successor Paying Agent shall become
effective upon acceptance of appointment by the successor Paying Agent. Any such successor
Paying Agent shall be a bank or trust company doing business in the State of California, having
a combined capital(exclusive of borrowed capital) and surplus of at least fifty million dollars
($50,000,000), and subject to supervision or examination by federal or state authority. If such
bank or trust company publishes a report of condition at least annually,pursuant to law or to
the requirements of any supervising or examining authority above referred to, then for the
purposes of this Section 6.01 the combined capital and surplus of such bank or trust company
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published.
Section 6.02. Payer Agent i1d y Hold Bonds. The Paying Agent may become the owner
of any of the Bonds in its own or any other capacity with the same rights it would have if it
were not Paying Agent.
Section 6.03. Lia]2ilitv of Agents. The recitals of facts, covenants and agreements herein
and in the Bonds contained shall be taken as statements, covenants and agreements of the
District, and the Paying Agent assumes no responsibility for the correctness of the same, nor
makes any representations as to the validity or sufficiency of this Resolution or of the Bonds,
nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution.
The Paying Agent shall not be liable in connection with the performance of its duties hereunder,
except for its own negligence or willful default.
In the absence of bad faith,the Paying Agent may conclusively rely,as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Paying Agent and conforming to the requirements of this Resolution;but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this Resolution.
The Paying Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Paying Agent was negligent in ascertaining
the pertinent facts.
No provision of this Resolution shall require the Paying Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
16
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Paying Agent may execute any of the powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Paying Agent shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.
Section 6.04. Nice to Agents. The Paying Agent may rely and shall be protected in
acting or refraining',from acting upon any notice, resolution, request, consent, order, certificate,
report,warrant,bond or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or proper parties. The Paying Agent may consult with
counsel,who may be of counsel to the District, with regard to legal questions, and the opinion
of such counsel shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Resolution the Paying Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder,such matter(unless other evidence in respect thereof be herein specifically
prescribed)may,in the absence of bad faith on the part of the Paying Agent, be deemed to be
conclusively proved and established by a certificate of the District, and such certificate shall be
frill warrant to the Paying Agent for any action taken or suffered under the provisions of this
Resolution upon the faith thereof,but in its discretion the Paying Agent may, in lieu thereof,
accept other evidence of such matter or may require such additional evidence as to it may seem
reasonable.
Section 6.05.Compensation,Indemnification. The District shall pay to the Paying Agent
from time to time reasonable compensation for all services rendered under this Resolution, and
also all reasonable expenses, charges, counsel fees and other disbursements, including those of
their attorneys, agents and employees, incurred in and about the performance of their powers
and duties under this Resolution as described in a fee schedule submitted to the District by the
Paying Agent. The fees and expenses of the Paying Agent not paid from the proceeds of the
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. The District further agrees to indemnify and save the Paying Agent
harmless against any liabilities which it may incur in the exercise and performance of its powers
and duties hereunder which are not due to its negligence or bad faith.
17
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 7.01. Events of Default. The following events shall constitute Events of Default:
(a) if default shall be made 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 in the due and punctual payment of any installment of
interest on any Bond when and as such interest installment shall become due and payable;
(c) if default shall be made by the District in the observance of any of the covenants,
agreements or conditions on its part in this Resolution or in the Bonds contained, and such
default shall have continued for a period of thirty (30) days after written notice thereof to the
District Representative;or
(d) if the District shall file a petition seeking reorganization or arrangement under the
federal bankruptcy laws or any other applicable law of the United States of America, or if a
court of competent jurisdiction shall approve a petition, seeking reorganization of the District
under the federal bankruptcy laws or any other applicable law of the United States of America,
or if, under the previsions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the District or of the whole or any
substantial part of its property.
Section 7.02. Application of Funds Upon Default. All of the sums in the Series A Debt
Service Fund and accounts provided for in Section 4.02 hereof upon the occurrence of an Event
of Default as provided in Section 7.01 hereof, and all sums thereafter received by the Paying
Agent hereunder,shall be applied by the Paying Agent in the following order upon presentation
of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the
surrender thereof if fully paid:
First, to the payment of the costs and expenses of the Paying Agent hereunder
and of the costs and expenses of Bondowners in declaring such event of default,
including reasonable compensation to their agents,attorneys and counsel;
Second, in case the principal of the Bonds shall not have become due and
payable, to the payment of the interest in default in the order of the maturity of the
installments of such interest, with interest on the overdue installments at the rate of
twelve percent (12%) per annum (to the extent that such interest on overdue
installments shall have been collected), 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 the rate of twelve percent (12%d) per
annum (to the extent that such interest on overdue installments of 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
18
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. R medies 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,which is also absolute and unconditional,of such Owners to institute suit 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. Sumlernental Resolutiom Effective f the Owner . For
any one or more of the 161lowing 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 to the covenants and agreements of the Board in this Resolution, other
covenants and agreements to be observed by the District which are not contrary to or
inconsistent with this Resolution as theretofore in effect;
(b) To add to the 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 under, and the subjection to any lien or
pledge created or to be created by, 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 and 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. SuMleniental 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
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 IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution,
expressed or implied, is intended to give to any person other than the Board, the District, the
Paying Agent and the Owners of the Bonds,any right,remedy, claim under or by reason of this
Resolution.Any covenants,stipulations,promises or agreements in this Resolution contained by
and on behalf of the District shall be for the sole and exclusive benefit of the Owners of the
Bands.
Section 9.02. Defeasance.
(a) Discharge of Resolution. Any or all Bonds may be paid by the District in any of the
fallowing 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 any 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(e) to pay any Bonds Outstanding;or
(iii) by delivering to the Paying Agent, for cancellation by it, any Bonds
Outstanding.
If the District shall pay all Bonds Outstanding and shall also pay or cause to be paid all
other sums payable hereunder by the District, then and in that case, at the election of the
District (evidenced by a certificate of a District Representative, filed with the Paying Agent,
signifying the intention of the District to discharge all such indebtedness and this Resolution),
and notwithstanding that any Bonds shall not have been surrendered for payment, this
Resolution and other assets made under this Resolution and all covenants, agreements and
other obligations of the District under this Resolution shall cease,terminate,become void and be
completely discharged and satisfied,except only as provided in Section 9.02(b). In such event,
upon request of the District, the Paying Agent shall cause an accounting for such period or
periods as may be requested by the District to be prepared and filed with the District and shall
execute and deliver to the District all such instruments as may be necessary to evidence such
discharge and satisfaction, and the Paying Agent shall pay over, transfer, assign or deliver to
the District all moneys or securities or other property held by it pursuant to this Resolution
which are not required for the payment of Bonds not theretofore surrendered for such payment.
(b) Discharge of Liability on Bonds. Upon the deposit, in trust, at or before maturity, of
money or securities in the necessary amount (as provided in Section 9.02(c) to pay any
Outstanding Bond(whether upon or prior to its maturity date), then all liability of the District
in respect of such Bond shall cease and be completely discharged, except only that thereafter
the Owner thereof shall be entitled only to payment of the principal of and interest on such
Bond by the District,and the District shall remain liable for such payment, but only out of such
money or securities deposited with the Paying Agent or an escrow agent (in either case, the
"Escrow Agent") as aforesaid for such payment, provided further, however, that the provisions
of Section 9.02(d) shall apply in all events.
The District may at any time surrender to the Paying Agent for cancellation by it any
Bonds previously issued and delivered, which the District may have acquired in any manner
21
whatsoever,and such Bonds,upon such surrender and cancellation,shall be deemed to be paid
and retired.
(c) Deposit of Money or Securities with Escrow Agent. Whenever in this Resolution it is
provided or permitted that there be deposited with or held in trust by the Escrow 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 Escrow 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 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 Escrow Agent shall have been irrevocably instructed (by the
terms of this Resolution or by request of the District) to apply such money to the payment of
such principal and interest with respect to such Bonds.
(d) Payment of Bonds After Discharge of Resolution. Notwithstanding any provisions of
this Resolution,any moneys held by the Paying Agent in trust for the payment of the principal
of,or interest on,any Bonds and remaining unclaimed for two years after the principal of all of
the Bonds has become due and payable,if such moneys were so held at such date, or two years
after the date of deposit of such moneys if deposited after said date when all of the Bonds
became due and payable,shall,upon request of the District, be repaid to the District free from
the trusts created by this Resolution, and all liability of the Paying Agent with respect to such
moneys shall thereupon cease; provided, however, that before the repayment of such moneys to
the District as aforesaid, the Paying Agent may (at the cost of the District) first mail to the
Owners of all Bonds which have not been paid at the addresses shown on the bond register
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 ofi,v rshig 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
wrating appointing such attorney,may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds to be recorded in the state in which he
purports
to act, that'the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
22
Any request,declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
District, the Paying Agent or the District Representative in good faith and in accordance
therewith.
Section 9.04. Waiver of 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 board
member,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. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Resolution shall for any reason be held illegal or unenforceable,such holding shall not affect
the validity of the remaining portions of this Resolution. The Board hereby declares that it
would have adopted this Resolution and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any
court,the District is rendered unable to perform its duties hereunder, all such duties and all of
the rights and powers of the District hereunder shall be assumed by and vest in the District
Representative in trust for the benefit of the Bondowners.
Section 9.07. Effective Date of Resolution. This Resolution shall take effect from and
after the date of its passage and adoption.
23
PASSED AND ADOPTED at a regular meeting of the Board of Supervisors of the
COUNTY OF CONTRA COSTA on the 18th day of June 2002,by the following vote:
AYES,Supervisor: UILKEMA, GERBER, DeSAULNIER, GLOVER AND GIOIA
NOES,Supervisor: NONE
ABSENT,Supervisor: NONE
ABSTAIN: NONE
BOARD OF SUPERVISORS
OF CONTRA C TA COUNTY
By:
erson of the Board
By:
Clerk of the Board of Supervisors
24
EXHIBIT A
FORM OF CURRENT INTEREST BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA
JOHN SWETT UNIFIED SCHOOL DISTRICT
ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES A
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
2002
REGISTERED OWNER:
PRINCIPAL SUM: DOLLARS
The JOHN SWETT UNIFIED SCHOOL DISTRICT, a unified school district duly
organized and existing under and by virtue of the Constitution and laws of the State of
California (the "District"), for value received, hereby promises to pay to the Registered Owner
stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the
Principal Sum stated above, in lawful money of the United States of America, and to pay
interest thereon in like lawful money from the interest payment date next preceding the date of
authentication of this Bond (unless (i) this Bond is authenticated on an interest payment date,
in which event it shall bear interest from such date of authentication, or (ii) this Bond is
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) this Bond is authenticated on or prior to
in which event it shall bear interest from the Issue Date stated above;
provided however, that if at the time of authentication of this Bond,interest is in default on this
Bored, this Bond shall bear interest from the interest payment date to which interest has
previously been paid or made available for payment on this Bond) until payment of such
Principal Sum in full,at the rate per annum stated above, payable on February 1 and August 1
in each year, commencing February 1, 2003, calculated on the basis of a 360-day year
comprised of twelve 30-day months. Principal hereof is payable at the corporate trust office of
BNY Western Trust Company the"Paying Agent"),in San Francisco, California. Interest hereon
(including the final interest payment upon maturity) is payable by check of the Paying Agent
mailed by first-class mail to the Owner at the Owner's address as it appears on the bond
register maintained by the Paying Agent as of the close of business on the fifteenth day of the
month next preceding such interest payment date (the "Record Date""),or at such other address
as the Owner may have filed with the Paying Agent for that purpose.
This Bond is one of a duly authorized issue of bonds of the District designated as "John
Swett Unified School District, Election of 2002 General Obligation Bonds, Series A" (the
"Bonds"), in an aggregate principal amount of Ten Million dollars ($10,000,000), all of like
Exhibit A
Page 1
tenor and date (except for such variation, if any, as may be required to designate varying
numbers,maturities,interest rates or redemption and other provisions) and all issued pursuant
to the provisions of Chapter 1.5 of Part 10 (coking with section 15264) of the California
Education Code (the "Act"), and pursuant to Resolution No. of the Board of
Supervisors of Contra Costa County adopted June 18, 2002 (the "Resolution"), authorizing the
issuance of the Bonds. Reference is hereby made to the Resolution(copies of which are on file at
the office of the Superintendent of the District) and the Act for a description of the terms on
which the Bonds are issued and the rights thereunder of the owners of the Bonds and the rights,
duties and immunities of the Paying Agent and the rights and obligations of the District
thereunder,to all of the provisions of which Resolution the Owner of this Bond, by acceptance
hereof,assents and agrees.
The Bonds have been issued by the District to build, equip and furnish and elementary
school.
This Bond and the interest hereon and on all other Bonds and the interest thereon (to the
extent set forth in the Resolution) are general obligations of the District, and the Board of
Supervisors of Contra Costa County has the power and is obligated to levy ad valorem taxes
for the payment of the Bonds and the interest thereon upon all property within. the District
subject to taxation by the District. '
The County of Contra Costa, including its Board, officers, officials, agents and
employees: (i)are not liable for the payment of the Bonds,including the interest hereon; and (ii)
shall retain all their respective constitutional and statutory privileges, immunities, rights and
defenses in carrying out their duties under the Resolution.
The Current Interest Bonds may be redeemed before maturity, at the option of the
District, on the dates provided herein (or on such other dates provided in the Purchase
Contract). The Current Interest Bonds maturing on or before August 1, 2011, are not subject to
redemption prior to their fixed maturity dates. The Current Interest Bonds maturing on or after
August 1,2012,may be redeemed before maturity at the option of the District, from any source
of funds, on August 1,2011, or on any Bond Payment Date thereafter as a whole, or in part in
inverse order of maturity and by lot within a maturity. For the purpose of such selection,
Current Interest Bonds will be deemed to consist of$5,000 portions, and any such portion may
be separately redeemed. The Current Interest Bonds called prior to maturity will be redeemed
at the following redemption prices, expressed as a percentage of par value, together with
accrued interest to the date of redemption.
Redemption Dates Redemption Prices
August 1,2011 through July 31,2012 101%
August 1,2012 and thereafter 100%
The Current Interest Bonds are issuable as fully registered Bonds, without coupons, in
denominations of $5,000 and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges,if any, as provided in the Resolution. Bonds may
be exchanged for a like aggregate principal amount of Bonds of other authorized denominations
and of the same maturity.
This Bond is transferable by the Owner hereof, in person or by his attorney duly
authorized in writing,at said office of the Paying Agent in San Francisco,California,but only in
the manner and subject to the limitations provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of
Exhibit A
Page 2
authorized denomination or denominations,for the sante aggregate principal amount and of the
same maturity will be issued to the transferee in exchange herefor.
The District',and the Paying Agent may treat the Owner hereof as the absolute owner
hereof for all purposes, and the District and the Paying Agent shall not be affected by any
notice to the contrary.
The Resolution may be amended without the consent of the Owners of the Bonds to the
extent set forth in the Resolution.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time and manner as required by the
laws of the State of California, and that the amount of this Bond, together with all other
indebtedness of the District, does not exceed any limit prescribed by any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Resolution.
This Bond shall not be entitled to any benefit under the Resolution or become valid or
obligatory for any purpose until the Certificate of Authentication hereon shall have been signed
manually by the Paying Agent.
Exhibit A
Page 3
IN WITNESS'WHEREOF,the John Swett Unified School District, Contra Costa County,
California has caused this Election of 2002 General Obligation Bond,Series A to be executed on
behalf of the District and in their official capacities by the manual or facsimile signature of the
Chairperson of the Board of Supervisors and County Tax Collector-Treasurer, and to be
countersigned by the manual or facsimile signature of the Clerk of the Board, and its seal to be
reproduced hereon, all as of the Issue Date stated above.
BOARD OF SUPERVISORS OF
CONTRA COSTA COUNTY, CALIFORNIA
By:
Ch ' rson,Board of Supervisors
By:
County x ector-Treasurer
(SEAL)
ATT T:
t
Clerk of the Board
Exhibit A
Page 4
[FORM OF PAYING AGENTS CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the John Swett Unified School District Election of 2002 General Obligation Bonds,
Series A described in the within-mentioned Resolution.
Authentication Date:
as Paying Agent
Authorized Signatory
Exhibit A
Page 5
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT U N ACT
TEN ENT -- as tenants by the entireties Custodian
JT TEN -- as joint tenants with Minor
right of survivorship and not Under Uniform Gifts to Minors
as tenants in common Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
Exhibit A
Page 6
(FORM OF ASSIGNMENT)
For value received,the undersigned do(es)hereby sell,assign and transfer unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute and appoint
attorney,to transfer the same on the bond register of the Paying Agent, with full power of substitution
in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature on this assignment must
a qualified guarantor correspond with the name(s) as
written on the face of the within
Bond in every particular without
alteration or enlargement or any
change whatsoever.
Exhibit A
Page 7
EXHIBIT B
FORM OF CAPITAL APPRECIATION BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA
JOHN SWETT UNIFIED SCHOOL DISTRICT
ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES A
YIELD TO MATURITY. MATURITY DATE. ISSUE DATE: CUSIP:
2002
REGISTERED OWNER:
DENOMINATIONAL AMOUNT: DOLLARS
MATURITY VALUE: DOLLARS
The JOHN SWETT UNIFIED SCHOOL DISTRICT, a unified school district duly
organized and existing under and by virtue of the Constitution and laws of the State of
California (the "District"), for value received hereby promises to pay to the Registered Owner
stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the
Maturity Value stated above,constituting the Denominational Amount stated above, in lawful
money of the United States of America, and interest on said Denominational Amount from
until payment of such Denominational Amount at the Yield to Maturity stated
above per annum, compounded semiannually on each February 1 and August 1, commencing
August 1,2002, and payable on the Maturity Date specified above,provided,however, that the
amount of principal and interest payable on any date shall be determined solely by reference to
the Table of Compounded Amounts on Page[[51 hereof. Principal hereof and interest herein is
payable at the corporate trust office of the BNY Western Trust Company (the "Paying Agent"),
in San Francisco, California. Payment of the principal of and interest on the Bonds shall be
payable by check representing the coin or currency of the United States of America as, at the
times of payment,shall be legal tender for the payment of public or private debts.
This Bond is one of a duly authorized issue of bonds of the District designated as "John
Swett Unified School District, Election of 2002 General Obligation Bonds, Series A" (the
"Bonds"), in an aggregate principal amount of Dollars
($ ), all of like tenor and date (except for such variation, if any, as may be
required to designate varying numbers, maturities, interest rates or redemption and other
provisions) and all issued pursuant to the provisions of Chapter 1.5 of Part 10 (commencing
with section 15264)of the California Education Code (the "Act"), and pursuant to Resolution
No. of the Burd of Supervisors of Contra Costa County adopted June 18, 2002 (the
"Resolution"),authorizing the issuance of the Bonds.Reference is hereby made to the Resolution
Exhibit B
Page 1
(copies of which are on file at the office of the Superintendent of the District) and the Act for a
description of the terms on which the Bonds are issued and the rights thereunder of the owners
of the Bonds and the rights, duties and immunities of the Paying Agent and the rights and
obligations of the District thereunder,to all of the provisions of which Resolution the Owner of
this Bond,by acceptance hereof,assents and agrees.
The Bonds have been issued by the District to build, equip and furnish an elementary
school.
This Bond and the interest hereon and on all other Bonds and the interest thereon (to the
extent set forth in the Resolution) are general obligations of the District, and the Board of
Supervisors of Contra Costa County has the power and is obligated to levy ad valorem taxes
for the payment of the Bonds and the interest thereon upon all property within the District
subject to taxation by the District.
The County of Contra Costa, including its Board, officers, officials, agents and
employees: (i)are not liable for the payment of the Bonds,including the interest hereon, and (ii)
shall retain all their respective constitutional and statutory privileges, immunities, rights and
defenses in carrying out their duties under the Resolution.
Bonds maturing on are subject to mandatory redemption from
monies in the Series A Debt Service Fund prior to their stated maturity date, at the Accreted
Value thereof without premium on each on and after yo
in the Accreted Value as set forth in the following table:
Redemption Dates Accreted Values
TOTAL $—
The Bonds are issuable as fully registered Bonds, without coupons, in denominations of
$5,000 Maturity Value and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges,if any, as provided in the Resolution. Bonds may
be lexchanged for a like aggregate Maturity Value of Bonds of other authorized denominations
and of the same maturity.
This Bond is transferable by the Owner hereof, in person or by his attorney duly
authorized in writing,at said office of the Paying Agent in San Francisco,California,but only in
the manner and subject to the limitations provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of
authorized denomination or denominations,for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the Owner hereof as the absolute owner
hereof for all purposes, and the District and the Paying Agent shall not be affected by any
notice to the contrary.
The Resolution may be amended without the consent of the Owners of the Bonds to the
extent set forth in the Resolution.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time and manner as required by the
laws of-the State of California, and that the amount of this Bond, together with all other
Exhibit B
Page 2
indebtedness of the District, does not exceed any limit prescribed by any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Resolution
This Bond shall not be entitled to any benefit under the Resolution or become valid or
obligatory for any purpose until the Certificate of Authentication hereon shall have been signed
manually by the Baying Agent.
Exhibit B
Page 3
IN WITNESS WHEREOF,the John Swett Unified School District, Contra Costa County,
California has caused this Election of 2002 General Obligation Bond,Series A to be executed on
behalf of the District and in their official capacities by the manual or facsimile signature of the
Chairperson of the Board of Supervisors and County Tax Collector-Treasurer, and to be
countersigned by the manual or facsimile signature of the Clerk of the Board, and its seal to be
reproduced hereon,all as of the Issue Date stated above.
BOARD OF SUPERVISORS OF
CONTRA COSTA COUNTY, CALIFORNIA
By:
Ch4a' Irson,Board of Supervisors
By:
County Tax (16'r--Treasurer
(SEAL)
ATTEST:
�U
Clerk of the Board
Exhibit B
Page 4
TABLE OF COMPOUNDED AMOUNTS
[To Come]
Exhibit B
Page 5
[FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION]
ON]
CERTIFICATE OF AUTHENTICATION
This is one of the Jahn Swett Unified School District Electron of 2002 General Obligation Bonds,
Series A described in the within-mentioned Resolution.
Authentication Date:
as Paying Agent
Authorized Signatory
Exhibit B
Page 6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM— as tenants in common UNIF GIFT MILT ACT
TEN ENT -- as tenants by the entireties Custodian
JT TEN -- as joint tenants with Minor
right of survivorship and not Under Uniform Gifts to Minors
as tenants in common Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
Exhibit B
Page 7
(FORM OF ASSIGNMENT)
For value received,the undersigned do(es)hereby sell,assign and transfer unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es)hereby irrevocably constitute and appoint
attorney,to transfer the same on the bond register of the Paying Agent, with full power of substitution
in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature on this assignment must
a qualified guarantor correspond with the name(s) as
written cn the face of the within
Bond in every particular without
alteration or enlargement or any
change whatsoever.
Exhibit B
Page 8
RESOLUTION NO.
RESOLUTION OF THE BOARD OF TRUSTEES OF THE JOHN SWETT
UNIFIED SCHOOL DISTRICT 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$10,000,000
WHEREAS, an election was duly and regularly held in the John Swett Unified School
District (the "District") on March 5, 2002, in accordance with Section
1(b)(3) of Article XIIIA of the California Constitution, 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 $10,000,000 (the "Bonds"), at which election 55% or more of
the votes cast were in favor of the issuance of the Bonds;and
WHEREAS, the District is authorized to issue the Bonds under Chapter 1.5 of Part
10, Division 1, Title 1 of the Education Code of the State of California
(the "Bond Law"), commencing with Section 15264 of the Education
Code, which requires that general obligation bonds of the District be
offered for sale by the Board of Supervisors of County of Contra Costa,
as soon as possible following receipt of a resolution adopted by the
Board of Trustees of the District; and
WHEREAS, Section 15266(b) of the Education Code provides that where not
inconsistent, the provisions of Chapter 1 (commencing with Section
15100) of the Education Code shall apply to the Bond Law; and
WHEREAS, the Board of Trustees of the District wishes to adopt this Resolution for
the purpose of requesting the Board of Supervisors of Contra Costa
County to authorize and sell the Bonds in the principal amount of not to
exceed $10,000,000;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Trustees of the John Swett
Unified School District the following.
Section to Authorization of Series A Bonds; Request to County. The Board of
Trustees (the "Board") of the District hereby authorizes the issuance of
the Bonds, to be designated the "John Swett Unified School District
(Centra Costa County, California) General Obligation Bonds, Election of
2002, Series A" (the "Series A Bonds") in the aggregate principal amount
of not to exceed $10,000,000 for the purpose of raising money to finance
the construction, and equipping of school facilities as set forth in the
proposition authorizing the issuance of the Bonds (the "Bond
Proposition"). The Board hereby requests the Board of Supervisors of the
County of Contra Costa to issue and sell the Series A Bonds in the name
and on behalf of the District under the Bond Law.
Section 2. Interest. The Series A Bonds shall bear interest at the rate of not to
exceed 7.00% per annum, payable on such dates as set forth in the
agreement awarding the sale of the Series A Bonds as hereinafter set
forth.
Section 3. Maturity. The Series A Bonds shall mature on each of the dates and in
the respective amounts as set forth in the agreement awarding the sale of
the Series A Bonds as hereinafter set forth. The term of the Series A
Bonds shall not exceed 25 years from the date of the Series A Bonds.
Section 4. Approval of County Resolution. The resolution of the Board of
Supervisors authorizing the sale of the Series A Bonds is hereby approved
in substantially the form presented to the Board at this meeting (the
"County Resolution"). The provisions of the County Resolution relating
to payment of principal of and interest on the Series A Bonds are set
forth in the County Resolution solely at the request of the District for the
convenience of the District in the administration of the Series A Bonds,
and do not 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 Education Code. The District agrees to
carry out and perform all of its obligations under the County Resolution.
Section 5. Building Fund. The District hereby directs the Treasurer-Tax Collector
of the County of Contra Costa to establish, hold and maintain a fund to
be known as the "John Swett Unified School District Series A General
Obligation Bond Building Fund", as a separate account, distinct from all
other funds of the County and the District. The proceeds from the sale of
the Series A Bonds, to the extent required under the County Resolution,
shall be deposited in and credited to the Building Fund, and shall be
expended by the District solely for the acquisition, improvement and
equipping of school facilities for which the Series A Bond proceeds are
authorized to be expended under the Bond Proposition, including
payment of the costs of issuing the Series A Bonds. All interest and other
gain arising from the investment of amounts deposited to the Building
Fund shall be retained in the Building Fund and used for the purposes
thereof.
Section 6. Debt Service Fund. The District hereby directs the Treasurer-Tax
Collector of the County (the "County Treasurer") to establish, hold and
maintain a fund to be known as the "John Swett Unified School District
Series A General Obligation Bond Debt Service Fund", which shall be
maintained by the County Treasurer-Tax Collector as a separate account,
distinct from all other funds of the County and the District. All taxes
levied by the County,at the request of the District,for the payment of the
principal of and interest and premium (if any) on the Series A Bonds in
accordance with the County Resolution shall be deposited in the Debt
Service Fund by the County promptly upon apportionment of said levy.
The Debt Service Fund shall be pledged for the payment of the principal
of and interest on the Series A Bonds when and as the same become due,
including the principal of any term Series A Bonds required to be paid
upon the mandatory sinking fund redemption thereof. The moneys in the
Debt Service Fund, to the extent necessary to pay the principal of and
interest and redemption premium(if any) on the Series A Bonds as the
same become due and payable, shall be transferred by the County to the
Paying Agent upon the written request of the District filed with the
-2-
County, as required to pay the principal of and interest and redemption
premium(if any)on the Series A Bonds.
If, after payment in full of the Series A Bonds, any amounts remain on
deposit in the Debt Service Fund,such amounts shall be transferred to the
General Fund of the District, as provided in Section 15234 of the Bond
Law.
Section 7. Sale of Series A Bonds. The Board hereby requests that the Board of
Supervisors of the County sell the Series A Bonds on a negotiated basis to
Stone & Youngberg LLC (the "Underwriter") under a Bond Purchase
Agreement among the District,the Underwriter and the County Treasurer
in substantially the form on file with the District, together with any
changes thereto which are approved by the Superintendent or his designee
(each, a "District Representative"). The Board hereby authorizes and
directs a District Representative to execute and deliver the final form of
the Bond Purchase Agreement in the name and on behalf of the District.
The County Treasurer, or any designee thereof, is hereby authorized to
execute and deliver the Bond Purchase Agreement, with such changes
therein, deletions therefrom and modifications thereto as the County
Treasurer, or designee thereof, may approve, such approval to be
conclusively evidenced by the execution and delivery thereof. The true
interest cost of the Series A Bonds shall not exceed 6.5% per annum and
the Underwriter's discount may not exceed 1.710 of the aggregate
principal amount of the Series A Bonds sold thereunder.
Section 8. Tax Covenants.
(a) Private Activity Bond Limitation. The District shall'assure that the
proceeds of the Series A Bonds are not so used as to cause the Series A
Bonds to satisfy the private business tests of Section 141(b) of the
Internal Revenue Code of 1986, as amended (the "Tax Code"), or the
private loan financing test of Section 141(c) of the Tax Code.
(b) Federal Guarantee Prohibition. The District shall not take any action
or permit or suffer any action to be taken if the result of the same would
be to cause any of the Series A Bonds to be "federally guaranteed" within
the meaning of Section 149(b) of the Tax Code.
(c) Rebate Requirement. The District shall take any and all actions
necessary to assure compliance with Section 148(f) of the Tax Code,
relating to the rebate of excess investment earnings, if any, to the federal
government, to the extent that such section is applicable to the Series A
Bonds.
(d)' No Arbitrate The District shall not take, or permit or suffer to be
taken by the Paying Agent or otherwise, any action with respect to the
proceeds of the Series A Bonds which,if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally
taken,on the date of issuance of the Series A Bonds would have caused
the Series A Bonds to be"arbitrage bonds" within the meaning of Section
148:of the Tax Code.
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Ike) Maintenance of Tax-Exemp i n. The District shall take all actions
necessary to assure the exclusion of interest on the Series A Bonds from
the gross income of the owners of the Series A Bonds to the same extent
as such interest is permitted to be excluded from gross income under the
`Fax Code as in effect on the date of issuance of the Series A Bonds.
(f) Exertion from Rebate HgQm cement. The District is a governmental
unit with the power to impose taxes of general applicability which, when
collected,may be used for general purposes of the District; the Bonds are
not private activity bonds within the meaning of section 141 of the
Internal Revenue Code of 1986 (the "Code"); and ninety-five percent
(95%) of the Net Sale Proceeds of the Bonds are to be used for local
governmental activities of the District. The aggregate face amount (or,
issue prices,in the case of issues with a net original issue discount or net
original issue premium in excess of two percent (2%) of the principal
amount of the issue,excluding original issue premium used for reasonable
underwriter's compensation) of all tax-exempt obligations (other than
private activity bonds as defined in section 141 of the Code) issued by
the District, including all subordinate entities of the District and all
entities which may issue obligations on behalf of the District, during the
calendar year during which the Bonds are being issued, is not reasonably
expected to exceed $15,00,000, of which no more than $5,000,000 is for
other than the construction of public school facilities, excluding, however,
that portion of current refunding obligations having a principal amount
not in excess of the principal amount of the refunded obligation. By
reason of the statements set forth in this subparagraph, the District will
not rebate excess investment earnings,if any,to the federal government.
Section 9. Preparation of Official Statement. The Board hereby approves, and
hereby deems nearly final within the meaning of Rule 15c2-12 of the
Securities Exchange Act of 1934, the Preliminary Official Statement
describing the Series A Bonds in substantially the form on file with the
Secretary of the District. The Board hereby approves and authorizes the
distribution by the Underwriter of the Preliminary Official Statement to
prospective purchasers of the Series A Bonds, and authorizes and directs
a District Representative on behalf of the District to deem the Preliminary
Official Statement "final" under Rule 15c2-12 under the Securities :
Exchange Act of 1934 (the "Rule") prior to its distribution by the
Underwriter. A District Representative is hereby authorized and directed
to approve any changes in or additions to a final form of said Official
Statement,and the execution thereof by a District Representative shall be
conclusive evidence of his approval of any such changes and additions.
The Board hereby authorizes the distribution of the final Official
Statement by the Underwriter. The final Official Statement shall be
executed in the name and on behalf of the District by a District
Representative.
Section 10. Continuing Disclosure. The Board hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate in substantially the form attached to the
Preliminary Official Statement. A District Representative is hereby
authorized and directed to assist the Underwriter and Bond Counsel in
completing the Continuing Disclosure Certificate, and to execute said
Certificate on or prior to the closing of the Series A Bonds.
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Section 11. Appointment of Paying Agent. The Board hereby appoints the BNY
Western Trust Company to act as the authenticating agent, Bond
registrar, transfer agent and paying agent (collectively, the '°Paying
Agent") for the Series A Bonds. The Paying Agent shall perform such
functions as are imposed upon it under the County Resolution.
All fees and expenses incurred for services of the Paying Agent shall be
the sole responsibility of the District. The District shall pay to the Paying
Agent from time to time reasonable compensation for all services
rendered under this resolution and the County Resolution, and also all
reasonable expenses, charges, counsel fees and other disbursements,
including those of their attorneys, agents and employees, incurred in and
about the performance of their powers and duties under this Resolution
and the County Resolution. The District further a to indemnify and
save the Paying Agent harmless against any liabilities which it may incur
in the exercise and performance of its powers and duties hereunder which
are not due to its negligence or bad faith.
Section 12. Actions to Close the Issue. All actions heretofore taken by the officers
and agents of the District with respect to the sale and issuance of the
Series A Bonds are hereby approved, and each District Representative
and all other officers of the District are hereby authorized and directed
for and in the name and on behalf of the District, 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 Series A Bonds in
accordance with this Resolution and the County Resolution.
Section 13. Effective Date. This resolution shall take effect on and after its
adoption.
PASSED AND ADOPTED by the Board of Trustees of the John Swett Unified School
District the 6th day of June, 2002.
Signed:
President of the Board of Trustees
John Swett Unified School District
County of Contra Costa, State of California
Signed:
Clerk of the Board of Trustees
John Swett Unified School District
County of Contra Costa, State of California
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CLERK'S CERTIFICATE
I, , Clerk of the Board of Trustees of the JOHN SWETT
UNIFIED SCHOOL DISTRICT, hereby certify that the foregoing is a full, true, and
correct copy of Resolution No. adopted at a regular meeting place
thereof on the 6th day of June,2002, of which meeting all the members of said Board of
Trustees had due notice and at which a majority thereof were present, and that at said
meeting said resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
California, a location freely accessible to
members of the public, and a brief general description of said resolution appeared on
said agenda.
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; that the foregoing resolution is a full,
true and correct copy of the original resolution adopted at said board meeting and
entered in said minutes; and that 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.
Dated:June 2002
Clerk of the Board of Trustees of the
JOHN SWETT UNIFIED SCHOOL DISTRICT
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JOHN SWETT UNIFIED SCHOOL DISTRICT
General Obligation Bonds, Erection of 2002, Series A
CONTRACT OF PURCHASE
June 2002
County of Contra Costa
Treasurer-Tax Collector
625 Court Street, Room 102
Martinez, CA 94553
Board of Trustees
John Swett Unified School District
341 B Street
Crockett, CA 94525
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this Contract of Purchase
(the "Purchase Contract") with the County of Contra Costa, California (the "County),
and the John Swett Unified School District (the "District") which, upon your
acceptance hereof,will be binding upon the County and the District and the Underwriter.
This offer is made subject to the written acceptance of the Purchase Contract by the
County and the District and delivery of such acceptance to the Underwriter at or prior to
11.59 P.M., California Time,on the date hereof.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and in
reliance upon the representations, warranties and agreements herein set forth, the
Underwriter hereby agrees to purchase from the County for reoffering to the public, and
the County hereby agrees to sell in the name and on behalf of the District to the
Underwriter for such purpose, all (but not less than all) of $ aggregate
principal amount of the District's General Obligation Bonds, Election of 2002, Series A
(the "Series A Bonds"). The Series A Bonds shall bear or accrete interest at the rates,
shall mature in the years, and shall be subject to redemption as,shown on Appendix A
hereto, which is incorporated herein by this reference. The Current Interest Series A
Bonds (as defined in the County Resolution described below) shall bear interest payable
from the date thereof as specified in Section 2 herein on each February 1 and August 1
commencing February 1, 2003. The Capital Appreciation Series A Bonds maturing
August 1, to August 1, (as defined in the Resolution described below) shall
accrete interest, from their date, as specified in Section 2 herein, compounded
semiannually on February 1 and August 1 commencing on August 1, 2002, and shall be
paid at maturity as shown in Appendix A hereto. The Capital Appreciation Series A
Bonds maturing,July 1,2027(as defined in the Resolution described below), shall accrete
interest from their date, as specified in Section 2 herein, compounded semiannually on
January 1 and July 1, commencing on January 1, 2003, and shall be paid at maturity as
shown in Appendix A hereto. The Underwriter shall purchase the Series A Bonds at a
price of$ , which is equal to the aggregate principal amount of the Series A
Bonds, plus accrued interest with respect to the Current Interest Series A Bonds.
2. The Bonds. The Current Interest Series A Bonds shall be dated July 1,
2002. The Capital Appreciation Series A Bonds shall be dated the date of delivery. The
Series A Bonds shall be issued and secured pursuant to the provisions of the Resolution
of the District adopted on June 5, 2002 (the "District Resolution"), the Resolution of the
Board of Supervisors of the County adopted on June 18 (the "County Resolution"), and
collectively with the District Resolution, the "Resolutions"), and Section 15100 et seq. of
the California Education Code(the "Act") and other applicable law.
Certain provisions for the optional and mandatory redemption of the Series A
Bonds not otherwise specified in the Resolutions are shown in Appendix A hereto, all as
provided in the County Resolution.
The Series A Bonds shall be executed and delivered under and in accordance with
the provisions of the Purchase Contract and the Resolutions.
3. Use of Documents. The District hereby authorizes the Underwriter to
use, in connection with the offer and sale of the Series A Bonds, the Purchase Contract,
the Official Statement (defined below), and the District Resolution, and the County
hereby authorizes the Underwriter to use the Purchase Contract and the County
Resolution, and all information contained herein and therein and all of the documents,
certificates or statements furnished by the District or the County to the Underwriter in
connection with the issuance and offering of the Series A Bonds (except as such
documents otherwise provide).
4. Public Offering of the Bonds. The Underwriter agrees to make a bona
fide public offering of all the Series A Bonds at the initial public offering prices or yields
to be set forth on the cover page of the Official Statement and Appendix A hereto.
Subsequent to such initial public offering, the Underwriter reserves the right to change
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such public offering prices or yields as it deems necessary in connection with the
marketing of the Series A Bonds.
The Underwriter hereby certifies to the District (i) that as of the date of sale, all
of the Series A Bonds purchased were expected to be reoffered in a bona fide public
offering; (ii) that as of the date of the certification, all of the Series A Bonds purchased
had actually been offered to the general public at the offering prices shown in Appendix
A; and(iii)that the prices given in Appendix A are the maximum initial bona fide offering
prices at which a substantial amount (at least 10%) of each maturity of the Series A
Bonds purchased was sold to the general public.
5. Review of Official Statement. The Underwriter hereby represents that
it has received and reviewed the Preliminary Official Statement with respect to the Series
A Bonds, dated June _, 2002 (the Preliminary Official Statement"). The District
represents that it deemed the Preliminary Official Statement to be final as of its date,
except for either revision or addition of the offering price(s), yield(s) to maturity, selling
compensation, aggregate denominational amount and maturity value, denominational
amount and maturity value per maturity, delivery date, rating(s) and other terms of the
Series A Bonds which depend upon the foregoing as provided in and pursuant to Rule
15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended(the "Rule").
The Underwriter agrees that prior to the time the final Official Statement
(the "Official Statement") relating to the Series A Bonds is available, the Underwriter
will send to any potential purchaser of the Series A Bonds, upon the request of such
potential purchaser, a copy of the most recent Preliminary Official Statement. Such
Preliminary Official Statement shall be sent by first class mail (or other equally prompt
means) not later than the first business day following the date upon which each such
request is received. „
The Underwriter hereby represents that it will provide, consistent with the
requirements of Municipal Securities Rulemaking Board ("MSRB") Rule G-32, for the
delivery of a copy of the Official Statement to each customer who purchases any Series
A Bonds during the underwriting period (as such term is defined in MSRB Rule G-11),
and deliver a copy of the Official Statement to a national repository on or before the
Closing Date, and that it will otherwise comply with all applicable statutes and
regulations in connection with the offering and sale of the Series A Bonds, including,
without limitation, MSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by
the Securities and Exchange Commission("Rule 15c2-12").
-3-
References herein to the Preliminary Official Statement and the final Official
Statement include the cover page and all appendices, exhibits, maps, reports and
statements included therein or attached thereto.
6. Closing. At 8:00 A.M., California Time, on July 2002, or at such
other time or on such other date as shall have been mutually agreed upon among the
District, the County, and the Underwriter (the "Closing"), the District will cause to be
delivered to the 'Underwriter (except as otherwise provided in the Resolutions), at the
offices of The Depository Trust Company ("DTC") in New York, New York, or at such
other place as may be mutually agreed upon,the Series A Bonds in fully registered book-
entry form,duly executed and registered in the name of Cede&Co., as nominee of DTC,
and in San Francisco, California, the other documents listed in Section 11 (e) to be
delivered by the District or the County; and we will accept such delivery and pay the
purchase price thereof in immediately available funds by check, draft or wire transfer to
or upon the order of the District, and deliver the other documents listed in Section 11 (e)
to be delivered by the Underwriter.
7. Representations, Warranties and Agreements of the District. The
District hereby represents, warrants and agrees with the Underwriter that:
(a) Due Organization. The District is a school district duly organized
and validly existing under the laws of the State of California, with the power to
request the issuance of the Series A Bonds pursuant to the Act.
(b) Due Authorization. (i) At or prior to the Closing, the District will
have taken all action required to be taken by it to authorize the issuance and
delivery of the Series A Bonds; (ii) the District has full legal right, power and
authority to enter into the Purchase Contract, to adopt the District Resolution, to
perform its obligations under the District Resolution and the County Resolution;
and(iii)the Purchase Contract constitutes a valid and legally binding obligation of
the District.
(c) CDjlaoLs. Except for the actions of the parties hereto, no consent,
approval, authorization, order, fling, registration, qualification, election or
referendum of or by any court or governmental agency or public body
whatsoever is required in connection with the issuance, delivery or sale of the
Series A Bonds, except for such actions as may be necessary to qualify the Series
A Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and jurisdictions of the United States as the
Underwriter may reasonably request, or which have not been taken or obtained.
(d)' lntemal Revenue Code. The District has complied with the
Internal Revenue Code of 1986, as amended,with respect to the Series A Bonds.
(e)'; No Conflicts. To the best knowledge of the District, the issuance
of the Series A Bonds, and the execution, delivery and performance of the
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Purchase Contract, the Resolutions, and the Series A Bonds, and the compliance
with the provisions thereof, do not conflict with or constitute on the part of the
District a violation of or default under, the Constitution of the State of California
or any existing law, charter, ordinance, regulation, decree, order or resolution and
do not conflict with or result in a violation or breach of, or constitute a default
under,any agreement, indenture,mortgage, lease or other instrument to which the
District is a party or by which it is bound or to which it is subject.
(f) ti ti . As of the time of acceptance hereof and based on the
advice of Miller, Brown & Dannis ("District Counsel'), no action, suit,
proceeding, hearing or investigation is pending or, to the best knowledge of the
District, threatened against the District: (i) in any way affecting the existence of
the District or in any way challenging the titles of the officials of the District who
are required to execute any contracts, certiflcates, or official statements in
connection with the delivery of the Series A Bonds to their respective offices, or
the powers of those offices; or (ii) seeking to restrain or enjoin the sale, issuance
or delivery of any of the Series A Bonds, or the levy or collection of taxes by the
County on behalf of the District required to be collected and applied to pay the
principal of and interest and compounded interest on the Series A Bonds, or the
application thereof, or in any way contesting or affecting the validity or
enforceability of the Series A Bonds, the Purchase Contract or the Resolutions or
contesting the powers of the District or its authority with respect to the Series A
Bonds, the Resolutions or the Purchase Contract; or (iii) in which a final adverse
decision could(a)materially adversely affect the operations of the District, or (b)
adverselyaffect the exclusion of the interest paid on the Series A Bonds from
gross income for federal income tax purposes and the exemption of such interest
from California personal income taxation.
(g) No Other Debt. Between the date hereof and the Closing, without
the prior written consent of the Underwriter, neither the District directly, nor
any other governmental agency or other body on behalf of the District, will have
issued in the name and on behalf of the District any bonds, notes, or other
obligations for borrowed money except for such borrowings as may be described
in or contemplated by the Official Statement.
(h) Arbitrage Certificate. The District has not been notified of any
listing or proposed listing by the Internal Revenue Service to the effect that the
District is a bond issuer whose arbitrage certificates may not be relied upon.
(i) Continuing Disclosure. To assist the Underwriter in complying
with S.E.C. Rule I5c2-12(b)(5), the District will undertake, pursuant to the
Resolutions and a Continuing Disclosure Certificate, to provide annual reports
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and notices of certain events. A description of this undertaking is set forth in the
Preliminary Official Statement and will also be set forth in the final Official
Statement.
6) Certificates. Any certificates signed by any officer of the District
and delivered to the Underwriter shall be deemed a representation by the District
to the Underwriter, but not necessarily by the person signing the same, as to the
statements made therein.
8. Representations, Warranties and ,Agreements of the County. The
County hereby represents, warrants and agrees with the Underwriter that.
(a) Due Organization. The County is a political subdivision duly
organized and validly existing under the laws of the State of California, with the
power to issue the Series A Bonds pursuant to the Act.
(b) Due Authorization. (i)At or prior to the Closing, the County will
have taken all action required to be taken by it to authorize the issuance and
delivery of the Series A Bonds; (ii) the County has full legal right, power and
authority to enter into the Purchase Contract, to adopt the County Resolution, to
issue and deliver the Series A Bonds to the Underwriter on behalf of the District
and to perform its obligations under each such document or instrument; and (iii)
the Purchase Contract constitutes a valid and legally binding obligation of the
County.
(c) No Conflicts. To the best knowledge of the County, the issuance
of the Series A Bonds, the execution, delivery and performance of the Purchase
Contract, the County Resolution, and the Series A Bonds, and the compliance
with the provisions thereof, do not conflict with or constitute on the part of the
County a violation of or default under any existing charter, ordinance, or
resolution and do not conflict with or result in a violation or breach of, or
constitute a default under, any agreement, indenture, mortgage, lease or other
instrument to which the County is a party.
(d) Lftiggm. As of the time of acceptance hereof, based on the
advice of County Counsel, no action, suit, proceeding, hearing or investigation is
pending or,to the best knowledge of the County, threatened against the County:
(i) in any way affecting the existence of the County, or in any way challenging
the respective powers of the several offices whose holder is required to execute
the Series A Bonds, or any other contracts, or certificates,required to be executed
in connection with the delivery of the Series A Bonds, or of the titles of the
officials of the County to such offices; or(ii) seeking to restrain or enjoin the sale,
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issuance or delivery of any of the Series A Bonds, or the levy or collection of
taxes of the District required to be collected and applied to pay the principal of
and interest on the Series A Bonds, or the application thereof or, in any way
contesting or affecting the validity or enforceability of the Series A Bonds, the
Purchase Contract or the County Resolution or contesting the powers of the
County or its authority with respect to the Series A Bonds, the County
Resolution, or the Purchase Contract, or (iii) in which a final adverse decision
could materially adversely affect the operations of the County with respect to
the levy and collection of property taxes, the timely payment of debt service on
the Series A Bonds.
(e) Taxation. Pursuant to the County Resolution and the laws of the
State, the County is authorized and required to levy ad valorem property taxes
in sufficient amounts for the punctual payment of principal of and interest and
compounded interest on the Series A Bonds.
(f) No Other Debt. Between the date hereof and the Closing, without
the prior written consent of the Underwriter, the County will not have issued in
the nameand on behalf of the District any bonds, notes or other obligations for
borrowed money except for such borrowings as may be described in or
contemplated by the Official Statement.
(g) Certificates. Any certificates signed by any officer of the
County and delivered to the Underwriter shall be deemed a representation by the
County to the Underwriter, but not by the person signing the same, as to the
statements made therein.
9. Representations and Agreements of the Underwriter. The
Underwriter represents to and agrees with the County and the District that, as of the
date hereof and as of the date of the Closing:
(a) The Underwriter is duly authorized to execute this Purchase
Contract and to take any action under the Purchase Contract required to be taken
by it.
(b) The Underwriter is in compliance with MSRB Rule G-37 with
respect to the County and the District, and is not prohibited thereby from acting
as underwriter with respect to securities of the District.
(c)' The Underwriter has, and has had, no financial advisory
relationship with the District or the County with respect to the Series A Bonds,
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and no investment firm controlling, controlled by or under common control with
the Underwriter has or has had any such financial advisory relationship.
(d) The Underwriter has reasonably determined that the District's
undertaking to provide continuing disclosure with respect to the Series A Bonds
pursuantto Section 11(e)(12) hereof is sufficient to effect compliance with Rule
15c2-12.
10. Covenants of the District. The District covenants and agrees with the
Underwriter that.
(a) Securiti s Laws. The District will furnish such information,
execute such instruments, and take such other action in cooperation with the
Underwriter if and as the Underwriter may reasonably request in order to qualify
the Series A Bonds for offer and sale under the Blue Sky or other securities laws
and regulations of such states and jurisdictions, provided, however, that the
District shall not be required to consent to service of process in any jurisdiction
in which it is not so subject as of the date hereof;
(b) Official Statement. The District hereby agrees to deliver or cause
to be delivered to the Underwriter, not later than the seventh (7th) business day
following the date the Purchase Contract is signed, copies of a final Official
Statement substantially in the form of the Preliminary Official Statement, with
only such changes therein as shall have been accepted by the Underwriter and the
District in such quantities (including a representative number of originally
executed copies)as may be reasonably requested by the Underwriter in order to
permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the
rules of the Municipal Securities Rulemaking Board.
(c) Subsequent Events. The District hereby agrees to notify the
Underwriter of any event or occurrence that may affect in any material respect
the accuracy or completeness of any information set forth in the Official
Statement relating to the District, until the date which is ninety (90) days
following the Closing or until such time (if earlier) as the Underwriter shall no
longer hold any of the Series A Bonds for sale;
(d) Amendments to Off tial Statement. For a period of ninety (90)
days after the Closing or until such time (if earlier) as the Underwriter shall no
longer hold any of the Series A Bonds for sale, the District will not adopt any
amendment of or supplement to the Official Statement to which, after having
been furnished with a copy,the Underwriter shall object in writing or which shall
be disapproved by the Underwriter, provided that the Underwriter may not
-9-
unreasonably withhold such approval and that the Underwriter may not object to
such amendments or supplements if they result in a correction of the Official
Statement; and if any event relating to or affecting the District shall occur as a
result of lwhich it is necessary, in the opinion of the Underwriter, to amend or
supplement the Official Statement in order to make the Official Statement not
misleading in light of the circumstances existing at the time it is delivered to a
purchaser, the District shall forthwith prepare and furnish (at the expense of the
District) a reasonable number of copies of such amendment or supplement
(inform and substance satisfactory to the Underwriter).
11. Conditions to Closing. The Underwriter has entered into the Purchase
Contract in reliance upon the representations and warranties of the County and the
District contained herein and the performance by the District of its obligations
hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's
obligations under the Purchase Contract are and shall be subject at the option of the
Underwriter,to the following further conditions at the Closing:
(a) Representations True. The representations and warranties of the
County and the District contained herein shall be true, complete and correct in all
material respects at the date hereof and at and as of the Closing as if made at and
as of the dosing,and the statements made in all certificates and other documents
delivered to the Underwriter at the Closing pursuant hereto shall be true,
complete and correct in all material respects on the date of the Closing; and each
of the County and the District shall be in compliance with each of the agreements
made by it in the Purchase Contract;
(b) ObligationsPerformed. At the time of the Closing, (i) the Official
Statement, the District Resolution, and the County Resolution shall not have
been amended,modified or supplemented except in accordance with Section 10(d)
hereof, and (ii) all actions under the Act which, in the opinion of Jones Hall, a
Professional Law Corporation, and .Miller Brown & Dannis ("Co-Bond
Counsel") shall be necessary in connection with the transactions contemplated
hereby,shall have been duly taken and shall be in full force and effect;
(c) Adverse Rulings. No decision, ruling or finding shall have been
entered by any court or governmental authority since the date of the Purchase
Contract (and not reversed on appeal or otherwise set aside), or to the best
knowledge of the County or the District,be pending or threatened which has any
of the effects described in Section 7(f)or$(d)hereof or contesting in any way the
completeness or accuracy of the Official Statement;
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(d) -Marketability. Between the date hereof and the Closing, the
market price or marketability of the Series A Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Series A Bonds at the initial
offering prices set forth in the Official Statement, shall not have been materially
adversely affected in the reasonable judgment of the Underwriter (evidenced by a
written notice to the County and the District terminating the obligation of the
Underwriter to accept delivery of and pay for the Series A Bonds) by reason of
any of the following;
(1) legislation enacted by or introduced in the Congress or
recommended for passage by the President of the United States, or a
decision rendered by a court established under Article III of the
Constitution of the United States or by the United States Tax Court, or
an order, ruling, regulation (final, temporary or proposed) or official
statement issued or made:
(i) by or on behalf of the United States "Treasury
Department, or by or on behalf of the Internal Revenue Service,
with the purpose or effect, directly or indirectly, of causing
inclusion in gross income for purposes of federal income taxation
of the interest received by the owners of the Series A Bonds; or
(ii) by or on behalf of the Securities and Exchange
Commission,or any other governmental agency having jurisdiction
over the subject matter thereof, to the effect that the Series A
Bonds, or obligations of the general character of the Series A
Bonds, including any and all underlying arrangements, are not
exempt from registration under the Securities Act of 1933, as
amended;
(2) legislation enacted by the legislature of the State of
California(the "State"),or a decision rendered by a court of the State, or a
ruling, order, or regulation (final or temporary) made by State authority,
which would have the.effect of changing, directly or indirectly, the State
tax consequences of interest on obligations of the general character of the
Series A Bonds in the hands of the holders thereof, or
(3) the formal declaration of war by Congress or a new major
engagement in or escalation of military hostilities by order of the
President of the United States, or the occurrence of any other declared
national emergency that interrupts or causes disorder to the operation of
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the financial markets in the United States for a period of more than 30
days;
(4) the declaration of a general banking moratorium by federal,
New York or California authorities, or the general suspension of trading
on any national securities exchange for a period of more than 30 days;
(5) the imposition by the New York Stock Exchange, other
national securities exchange, or any governmental authority, of any
material restrictions not now in force with respect to the Series A Bonds,
or obligations of the general character of the Series A Bonds, or securities
generally, or the material increase of any such restrictions now in force,
including those relating to the extension of credit by, or the charge to the
net capital requirements of, the Underwriter;
(6) an order, decree or injunction of any court of competent
jurisdiction, or order, filing, regulation or official statement by the
Securities and Exchange Commission, or any other governmental agency
having jurisdiction over the subject matter thereof, issued or made to the
effect that the issuance, offering or sale of obligations of the general
character of the Series A Bonds, or the issuance, offering or sale of the
Series A Bonds, as contemplated hereby or by the Official Statement, is
or would be in violation of the federal securities laws, as amended and
then in effect; or
(7) the withdrawal or downgrading of any rating of the
District's outstanding indebtedness by any national rating agency then
rating the Series A Bonds.
(e) Delivery of Documents. At or prior to the date of the Closing,
Co-Bond Counsel shall deliver sufficient copies of the documents listed as items
1-12 below, in each case dated as of the Closing Date and satisfactory in form and
substanceto the Underwriter, and the Underwriter shall deliver the documents
listed as item 13 below:
(1) Bond d inion. An approving opinion of Co-Bond
Counsel, as to the validity and tax-exempt status of the Series A Bonds,
dated the date of the Closing, addressed to the District;
(2) Reliance Letter. A reliance letter from Co-Bond Counsel
to the effect that the Underwriter can rely upon the approving opinion
described in(e)(1)above;
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(3) Certificates of the County. Certificates signed by
appropriate officials of the County to the effect that (i) such officials are
authorized to execute the Purchase Contract, (ii) the representations and
warranties of the County herein are true and correct in all material
respects as of the date of Closing, (iii) the County has complied with all
the terms of the County Resolution and the Purchase Contract, which are
necessary to be complied with prior to or concurrently with the Closing
and such documents are in full force and effect, and (iv) the Series A
Bonds being delivered on the date of the Closing to the Underwriter under
the Purchase Contract substantially conform to the descriptions thereof
contained in the County Resolution;
The County will provide to the Underwriter a certificate dated as of the
Closing stating that it has reviewed "APPL,ICATION OF PROCEEDS
OF SERIES A BONDS - Investment of Proceeds of Series A Bonds" and
"TAX BASE FOR REPAYMENT OF SERIES A BONDS -- Alternative
Method of Tax Apportionment" in the Official Statement and in the
Preliminary Official Statement and to the best of its knowledge, as of the
Closing,the information set forth therein contains no untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading in any
material respect.
(4) Certificates of the District. Certificates signed by
appropriate officials of the District to the effect that (i) such officials are
authorized to execute the Purchase Contract, (ii) the representations and
warranties of the District herein are true and correct in all material
respects as of the date of Closing, (iii) the District has complied with all
the terms of the District Resolution and the Purchase Contract,. which are
necessary to be complied with prior to or concurrently with the Closing
and such documents are in full force and effect, and (iv) the District has
reviewed the Official Statement and on such basis certifies that the
Official Statement(excluding therefrom information regarding DTC and its
book-entry only system, information regarding a policy of municipal
bond insurance and the provider thereof, information regarding the initial
offering of the Series A Bonds and accreted values of the Series A Bonds
(if applicable), and information regarding the investment portfolio,
policies,practices and valuation procedures of the County Treasurer-Tax
Collector, as to which no view is expressed) does not contain any untrue
statement of a material fact required to be stated therein or necessary to
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make the statements therein, in light of the circumstances in which they
were made,not misleading.
(5) Arbitrage. A non-arbitrage certificate of the District in a
form satisfactory to Co-Bond Counsel;
(6) Municipal Bond Insurance. Evidence satisfactory to the
Underwriter that the timely payments of all debt service on the Series A
Bonds shall have been unconditionally guaranteed by a policy of
municipal bond insurance issued by (11 ")
(7) Ratings. Evidence satisfactory to the Underwriter that the
Series A Bonds shall have been rated "�"by Standard & Poor's Ratings
Services and "�" by Fitch Ratings as a result of municipal bond
insurance provided by and that any such ratings have not been
revoked or downgraded;
(8) District Resolution. A certificate, together with copies of
the District Resolution, of the Clerk of the District Board of Trustees to
the effect that.
(i) such copies are true and correct copies of the
District Resolution; and
(ii) that the District Resolution was duly adopted and
has not been amended or rescinded and is in full force and effect on
the date of the Closing.
(9) District Counsel Opinion. An opinion of Counsel to the
District in substantially the form attached as Appendix B;
(10) !Qounjy Resolution. A certificate, together with copies of
the County Resolution, of the Clerk of the County Board of Supervisors
to the effect that:
(i) such copies are true and correct copies of the
County Resolution; and
(ii) the County Resolution was duly adopted and has
not been amended or rescinded and is in full force and effect on the
date of the Closing;
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(11) County Counsel Opinion. An opinion of Counsel to the
County in substantially the form attached hereto as Appendix C;
(12) Continuing Disclosure Certificate. A Continuing
Disclosure Certificate of the District in substantially the form given in the
Preliminary Official Statement.
(13) Underwriter's Certifications. At or before Closing, and
contemporaneously with the acceptance of delivery of the Series A Bonds
and the payment of the Purchase Price thereof, the Underwriter will
provide to the District:
(i) the receipt of the Underwriter, in form satisfactory
to the District and the County and signed by an authorized officer
of the Underwriter, accepting delivery of the Series A Bonds to
the Underwriter and confirming receipt of all documents required
by the Underwriter, and the satisfaction of all conditions and
terms of this Purchase Contract by the District and the County,
respectively, and confirming to the District and the County that as
of the Closing Date all of the representations of the Underwriter
contained in this Purchase Contract are true, complete and correct
in all material respects.
(ii) the certification of the Underwriter, in form
satisfactory to Co-Bond Counsel, regarding the prices at which the
Series A Bonds have been reoffered to the public, as described in
Section 3 hereof.
(iii) the certification of the Underwriter, in form
satisfactory to Co-Bond Counsel, that the present value of the
interest saved as a result of the policy of municipal bond insurance
with respect to the Series A Bonds issued by exceeds the
premium paid for said insurance, and said premium is not
unreasonable.
(14) Other Documents. Such additional legal opinions,
certificates, proceedings, instruments and other documents as the
Underwriter or Co-Bond Counsel may reasonably request to evidence (i)
compliance by the County and the District with legal requirements, (ii)
the truth and accuracy, as of the time of Closing, of the representations of
the County and the District herein contained, and (iii) the due
performance or satisfaction by the County and the District at or prior to
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such time of all agreements then to be performed and all conditions then
to be satisfied by the District; and
(f) Termination. Notwithstanding anything to the contrary herein
contained, if for any reason whatsoever the Series A Bonds shall not have been
delivered by the District to the Underwriter prior to the close of business,
Californias Time, on July _, 2002, then the obligation to purchase Series A
Bonds hereunder shall terminate and be of no further force or effect.
If the County and/or the District shall be unable to satisfy the conditions to the
Underwriter's obligations contained in the Purchase Contract or if the Underwriter's
obligations shallbe terminated for any reason permitted by the Purchase Contract, the
Purchase Contract may be canceled by the Underwriter at, or at any time prior to, the
time of Closing.Notice of such cancellation shall be given to the County and the District
in writing, or by telephone or telegraph, confirmed in writing. Notwithstanding any
provision herein to the contrary, the performance of any and all obligations of the
County and the District hereunder and the performance of any and all conditions
contained herein for the benefit of the Underwriter may be waived by the Underwriter in
writing at its sole discretion.
11. Conditions to Obligations of the County and the District. The
performance by the County and the District of their obligations is conditioned upon (i)
the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the
District of opinions and certificates being delivered at the Closing by persons and entities
other than the County and the District.
12. Expenses. The Underwriter shall pay costs of issuance of the Series A
Bonds on behalf of the District in the amount of$ , which may be applied to
any such costs of issuance at the District's direction, including but not limited to the
following: (i) the Underwriter's discount; (ii) the premium for any policy of municipal
bond insurance insuring payment of the Series A Bonds; (iii) the cost of the preparation
and reproduction of the Resolutions; (iv) the fees and disbursements of Co-Bond
Counsel and District Counsel; (v)the cost of the preparation and delivery of the Series A
Bonds; (vi)the fees, if any, for bond ratings, including all necessary travel expenses; (vii)
the cost of the printing and distribution of the Official Statement; (viii) the initial fees, if
any, of the Paying Agent; (ix) the fees and expenses of the County with respect to its
participation in the issuance of the Series A Bonds. Any such expenses which exceed in
the aggregate$ shall be paid by the District and may be paid from the proceeds
of the Series A Bonds. All out-of-pocket expenses of the Underwriter, including the
California Debt and Investment Advisory Commission fee, travel and other expenses
(except as provided above), shall be paid by the Underwriter.
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13. Indemnification. The Underwriter agrees to indemnify and hold
harmless the County and its supervisors, officers, employees and agents, and the District
and its directors, officers, employees and agents, from and against any and all losses,
claims,damages, liabilities, attorneys' fees and other expenses of every conceivable kind,
character or nature whatsoever (including the reasonable costs of investigation) arising
out of,resulting from or in any way connected with:
(a)any violation or alleged violation in the offering or sale of the Series A Bonds,
by the Underwriter, of the Blue Sky, securities or any other laws of any jurisdiction in
which any such offering or sale is made;
(b) any untrue statement or alleged untrue statement of a material fact or any
omission or alleged omission to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading, in any text hereafter provided by the Underwriter, without the knowledge
and consent of the District, for use in the Official Statement or any supplement or
amendment thereto, and which is included therein.
(c) the failure of the Underwriter to send or give to any purchaser of any Series A
Bonds a copy of the Preliminary Official Statement pursuant to Section 5 of this
Purchase Contract and, concurrently with the written confirmation of the sale of such
Series A Bonds, the Official Statement (to the extent supplemented or amended, as so
supplemented or amended).
14. Notices. Any notice or other communication to be given under the
Purchase Contract(other than the acceptance hereof as specified in the first paragraph
hereof)may be given by delivering the same in writing if to the County, to the Treasurer-
Tax Collector, County of Contra Costa, 625 Court Street, Room 102, Martinez, CA
94553; or if to the District, to the Superintendent,John Swett Unified School District,
341 B Street,Crockett, CA 94525; or if to the Underwriter, to Stone &Youngberg LLC,
50 California Street, San Francisco, California 94111.
15. Parties in Interest; Survival of Representations and Warranties. The
Purchase Contract is made solely for the benefit of the County, the District and the
Underwriter (including the successors or assigns of the Underwriter). No person shall
acquire or have any rights hereunder or by virtue hereof. All representations and
warranties of the County and the District in the Purchase Contract shall survive
regardless of(a) any investigation or any statement in respect thereof made by or on
behalf of the Underwriter, and (b) delivery of and payment by the Underwriter for the
Series A Bonds hereunder.
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16. Severability. In the event any provision of this purchase Contract shall
be held invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision thereof.
17. Nonassignment. Notwithstanding anything stated to the contrary
herein, neither party hereto may assign or transfer its interest herein, or delegate or
transfer any of its obligations hereunder, without the prior consent of the other party
hereto.
18. Entire Agreement. This Purchase Contract, when executed by the
parties hereto, shall constitute the entire agreement of the parties hereto, including their
permitted successors and assigns, respectively.
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19. Execution in Counterparts. The Purchase Contract may be executed in
several counterparts each of which shall be regarded as an original and all of which shall
constitute but one and the same document.
20. Applicable Lay. The Purchase Contract shall be interpreted, governed
and enforced in accordance with the laws of the State of California applicable to
contracts made and performed in such State.
Very truly yours,
Stone & Youngberg LLC
By:
The foregoing is hereby agreed to and accepted as of the date first above written:
County of Contra Costa
By:
Treasure` Collector
John Swett Unified School District
By:
Superintendent
#18159
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APPENDIX A
INTEREST RATES, REOFFERING PRICES, MATURITIES, DEBT SERVICE,AND
OPTIONAL AND MANDATORY REDEMPTION PROVISIONS
JOHN SWETT UNIFIED SCHOOL DISTRICT
General Obligation Bonds,Election of 2002, Series A
[DEBT SERVICE PAYMENT SCHEDULE]
[TO COME]
A-5
REDEMPTION PROVISIONS
Optional Redemption
The Current Interest Series A Bonds maturing on or before August 1, 2011, are not subject to
redemption prior to their fixed maturity dates. The Current Interest Series A Bonds maturing on
or after August 1, 2012, may be redeemed before maturity at the option of the District, from any
source of funds, on August 1, 2011, or on any date thereafter as a whole, or in part on any Bond
Payment Date in inverse order of maturity and by lot within a maturity. For the purposes of
such selection, Current Interest Series A Bonds will be deemed to consist of$5,000 portions, and
any such portion may be separately redeemed. The Current Interest Series A Bonds called prior
to maturity will be redeemed at the following redemption prices, expressed as a percentage of par
value, together with accrued interest to the date of redemption:
Redemption bates
(Bates Inclusive) Redemption Price
August 1, 2011 through July 31, 2012 101.0%
August 1, 2012 and thereafter 100.0%
The Capital Appreciation Series A Bonds are not subject to optional redemption prior to their
fixed maturity dates.
A-5
APPENDIX B
FORM OF DISTRICT COUNSEL OPINION
JOHN SWETT UNIFIED SCHOOL DISTRICT
General Obligation Bonds, Election of 2002, Series A
Ladies and Gentlemen:
As counsel to the John Swett Unified School District (the "District"), I have reviewed the
proceedings relating to the special election of the District held on March 5,2002 (the "Election'),
at which the above-described bonds (the "Series A Bonds") were authorized, the Official
Statement (the "Official Statement") for the Series A Bonds, the Resolution of the Board of
Trustees of the District adopted on June 5, 2002, authorizing the issuance of the Series A Bonds
(the "District Resolution"), and the Contract of Purchase relating thereto, dated as of June
2002, by and among the District, County of Contra Costa, and Stone & Youngberg LLC (the
"Purchase Contract").
Having reviewed these documents, it is-my opinion that:
1. The District is a school district duly organized and existing under the Constitution
and the laws of the State of California.
2. The District Resolution was duly adopted at a meeting of the governing body of
the District which was called and held pursuant to law and with all public notice required by law
and at which a quorum was present and acting throughout.
3. To the best of my knowledge, there is no action, suit, proceeding or investigation
at law or in equity before or by any court, public board or body pending or threatened against or
affecting the District which would adversely impact the District's ability to restrain or enjoin the
sale, issuance,or delivery of any of the Series A Bonds, or the levy or collection of tax revenues
pledged for the Series A Bonds or in any way contesting or affecting the validity of the Election,
the Purchase Contract, the District Resolution or the Series A Bonds wherein an unfavorable
decision, ruling or finding would adversely affect the validity and enforceability of the Election,
the Purchase Contract, the District Resolution or the Series A Bonds or in which a final adverse
decision could materially adversely affect the operations of the District.
B-1
4. To the best of my knowledge, the obligations of the District under the Series A
Bonds, and compliance with the provisions thereof, and the approval of the Official Statement
and the execution of and performance of the provisions of the Purchase Contract, under the
circumstances contemplated thereby,do not and will not in any material respect conflict with or
constitute on the part of the District a breach of or default under any agreement or other
instrument to which the District is a party or by which it is bound or any existing law, regulation
court order or consent decree to which the District is subject.
5. The Election was validly ordered and the proceedings relating thereto were
conducted in compliance with all requirements of the Constitution and the laws of the State of
California.
6. Other than the official actions of the District and the County, no authorization,
approval, consent, or other order of the State of California, or other governmental authority or
agency within the State of California, is required for the valid authorization of the Series A
Bonds,the execution of the Purchase Contract or the approval of the Official Statement.
Very truly yours,
B-2
APPENDIX C
OPINION OF COUNTY COUNSEL
JOHN S'WETT UNIFIED SCHOOL DISTRICT
General Obligation Bonds,Election of 2402,Series A
Ladies and Gentlemen:
As counsel to the Board of Supervisors (the "Board") of County of Contra
Costa,California (the "County"), I have reviewed the Resolution of the Board adopted on June
18, 2002, with respect to the above-described bonds (the "Series A Bonds") (the "County
Resolution"), and the Contract of Purchase relating thereto, dated as of June 2402, by and
among the John Swett Unified School District (the "District"), the County and Stone &
Youngberg LLC, as underwriter(the "Purchase Contract").
Having reviewed these documents, it is my opinion that:
1. The County is a political subdivision duly organized and existing pursuant to the
Constitution and the laws of the State of California.
2. The County Resolution was duly adopted at a meeting of the governing body of
the County which was called and held pursuant to law and with all public notice required by law
and at which a quorum was present and acting throughout.
3. To best of my knowledge, there is no action, suit, proceeding or investigation at
law or in equity before or by any court, public board or body pending or threatened against the
County wherein an unfavorable decision, ruling or finding would restrain or enjoin the levy or
collection of tax revenues pledged for the Series A Bonds or the application of such tax revenues
for payment of the Series A Bonds, or adversely affect the validity and enforceability of the
County Resolution, the Purchase Contract or the Series A Bonds .
4. To best of my knowledge,the issuance of the Series A Bonds and the execution of
and performance by the County of the acts of the County (or its officers) required by the
Purchase Contract, under the circumstances contemplated thereby, do not and will not in any
material respect conflict with or constitute on the part of the County a breach of or default under
any agreement to which the County is a party.
C-1
Very truly yours,
C-2