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HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-099 Quint&Thixninfg LLP 12/18/02 (Walnut Cxmk SD GOB) 01/08/03 CONTRA COSTA COUNTY RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA,PROVIDING FOR AUTHORIZATION OF ISSUANCE AND SALE OF WALNUT CREEK SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES A,IN THE AGGREGATE PRINCIPAL AMOUNT OF$7,000,000 Resolution No.2W3/99 RESOLVED, by the Board of Supervisors (the "Board") of Contra Costa County, California (the "County"), as follows: WHEREAS, a duly called special municipal election was held in the Walnut Creek. School District, Contra Costa County, California (the "District"), on November 5, 2002, and thereafter canvassed pursuant to law; and WHEREAS,at such election there was submitted to and approved by the requisite 55% vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters,,in the maximum amount of $20,000,000 (the "Bonds") payable from the levy of an ad valorem tax against the taxable property in the District;and WHEREAS,the Board has received a resolution of the Board of Trustees of the District requesting the issuance of the first series of Bonds in the aggregate principal amount of seven million dollars ($7,000,000) (the "Series A Bonds") for the purpose of raising funds needed to improve school facilities,including updating safety and security systems, building a new library . at Walnut Creek Intermediate,improving building exteriors and grounds for safety,updating the technology infrastructure, renovating fields, for other projects listed in District's Project List (the "Project") and for other authorized costs; 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 this proposed issue of Series A Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County,State of California,as follows: Section 1. Ptsose of Series A Bond . That for the purpose of raising money for real property acquisition or improvements,namely: (a) for the purpose of raising funds needed for the Project, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith,the Board hereby authorizes the issuance of the Series A Bonds. Section 2. Official Notice of Sale. The Official Notice of Sale for the Series A Bonds is hereby approved,such notice to be substantially in accordance with the Official Notice of Sale attached hereto as Exhibit A and by this reference incorporated herein (the "Official Notice of Sale"). Said Official.Notice of Sale and the Bid Form, attached hereto as Exhibit B and by this reference incorporated herein,are hereby approved. 23005.03 Section 3. F-u!2 ic•ation of Notice of Intention tQ Sell Bonds. The Clerk of the Board is hereby authorized and directed to cause to be published, once a week for two (2) successive weeks,the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit C,in a newspaper published and of general circulation in the County. The Clerk of the Board is hereby authorized and directed to cause to be published,once at least fifteen (15) days prior to the date to receive bids,the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit D,in the Bond Buyer. Section 4.Terms and Conditions of Sale.The Board hereby offers the Series A Bonds for public sale on February 26, 2003, or as soon thereafter as practicable. Consent is hereby given for Tions First National Bank, the parent company of Kelling, Northcross & Nobriga, the District's financial advisor,to submit a bid for purchase of the Series A Bonds and to acquire or participate in the purchase of the Series A Bonds.The terms and conditions of the offering and the sale of the Series A Bonds shall be as specified in said Official Notice of Sale. Section 5.Furnishing of Official Notice of Sale.The Secretary of the Board of Trustees of the District and the financial advisor to the District, Kelling, Northcross & Nobriga (the "Financial Advisor"), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale(including the Bid Form). Section 6. General Authorization. The Treasurer-Tax Collector of the County or his designee(the"Treasurer-Tax Collector")is hereby authorized and directed to open the bids at the time and place specified in said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale,to cause computations to be made as to which bidder has bid the lowest total true interest cost as provided in said Official Notice of Sale, and to award the sale of the Series A Bonds to the best bidder within twenty-six (26) hours following the time set for receipt of bids. Notwithstanding the foregoing sentence, however, in the event that no acceptable bids are received for the sale of the Series A Bonds, then the Treasurer-Tax Collector is authorized to proceed with the negotiated sale of the Series A Bonds upon such terms and conditions as the Treasurer-Tax Collector shall deem advisable. Section 7. Series A Bond Terms. The Series A Bonds shall be issued as fully registered- Bonds,without coupons, in the denominations of $5,000 each or any integral multiple thereof, and shall be dated as of March 1, 2003. The Series A Bonds shall bear interest from the date of the Series A Bonds to maturity of each of the Series A Bonds at a rate or rates not in excess of twelve percent (12%) per annum. Interest shall be payable on March 1 and September 1 of each year (the "Interest Payment Dates"),commencing March 1,2004,until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof,unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date,in which event it shall bear interest from such Interest Payment Date, or (b)it is authenticated on or before February 15, 2004, in which event it shall bear interest from March 1, 2003. The Series A Bonds shall mature(or,alternatively,be subject to mandatory sinking fund redemption as hereinafter provided)on September 1 of the years and in the amounts as shown below: -2- Maturity Principal Maturity Principal ftte�ber�I Amount f tigpiber 1) AAngwnt 2004 2016 2005 2017 2006 2018 2007 2019 2008 2020 2009 2021 2010 2022 2011 2023 2012 2024 2013 2025 2014 2026 2015 2027 Section 8.Redemvtion of Series A Bond . (a) Optional Redemption. The Series A Bonds maturing on or before September 1, 2013, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after September 1,2014,shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after September 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without premium. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on September 1 in each of the years set forth in such bid and in the respective principal amounts as set forth in Section 7, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection(b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent (as defined in Section 10 hereof). (c)Selection of Bonds for Redemption.If less than all of the Series A Bonds shall be called for redemption,the particular Series A Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and,in lieu of such direction,in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Series A Bonds for redemption by lot; provided, however, that the portion of any Series A Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that,in selecting Series A Bonds for redemption, the Paying Agent shall treat each Series A Bond as representing that number of Series A Bonds which is obtained by dividing the principal amount of such Series A Bond by five thousand dollars ($5,000). (d) Notice of Redemption. The Paying Agent shall give notice of the redemption of the Series A Bonds at the expense of the District. Such notice shall specify. (a) that the Series A Bonds or a designated portion thereof are to be redeemed,(b) the numbers and CUSIP numbers of the Series A Bonds to be redeemed,(c)the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series A Bonds including the dated date,interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each -3- Series A Bond to be redeemed,the portion of the principal amount of such Series A Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series A Bonds, or if the registered owner is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices,and by first class mail,postage prepaid, to the District and County and the respective owners of any registered Series A Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least thirty (30) days, but not more than sixty (60) days,prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series A Bonds. (e) PartiW Redemption of Bonds. Upon the surrender of any Series A Bond redeemed in part only, the Paying Agent shall execute and deliver to the registered owner thereof a new Bond or Bonds of like tenor and maturity and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series A Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such:.registered owner and the County, the Paying Agent and the District shall be released and discharged thereupon from all liability to the extent of such payment. (f) Effect 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 with the County for such purpose, the Series A 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 Series A Bonds to be redeemed as provided in this Section 8,together with interest to such redemption date, shall be held by the Treasurer-Tax Collector so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series A Bonds to be redeemed shall cease to accrue and become payable. All money held by or on behalf of the Treasurer-Tax Collector for the redemption of Series A Bonds shall be held in trust for the account of the registered owners of the Series A Bonds so to be redeemed. All Series A Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 8 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District.All or any portion of a Series A Bond purchased by the County or the District shall be canceled by the Paying Agent. Series A 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 Treasurer-Tax Collector irrevocably in trust for the payment of the redemption price of such Bonds or portions thereof,all as provided in this Resolution, then such Series A Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. Section 9. Execution of Bonds. The Series A Bonds shall be signed by the manual or facsimile signatures of the Chair of the Board, the Clerk of the Board and the Treasurer-Tax Collector, and the seal of the County shall be reproduced thereon. No Series A Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Series A Bond is signed by the Paying Agent as authenticating agent,that the Series A Bond as authenticated has been duly issued,signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 10. At1nointmen of Paying Agent. The Board hereby appoints BNY Western Trust Company, San Francisco, California, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Treasurer-Tax Collector and signed by the District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer-Tax Collector,which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the Treasurer-Tax Collector, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over,assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor,to the Treasurer-Tax Collector.In the event that for any reason there shall be a vacancy in the office of the Paying Agent, the Treasurer-Tax Collector shall act as the Paying Agent. The County shall promptly cause to be published at District expense in an Authorized Newspaper the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 11.Payment of Principal and Interest.The principal of and interest on:the Series A Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent.Principal shall be payable when due upon presentation and surrender of the Series A Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series A Bond shall be paid on each Interest Payment Date by check or draft mailed by first class mail to the person in whose name the Series A Bond was registered, and to that person's address appearing on the Bond Register (as defined in Section 12 below) at the close of business on the 15th day of the calendar month next preceding such Interest Payment Date (a "Record Date"). Section 12.Bond Registeation and Transfer.If the book entry system is no longer in effect as provided in Section 14,the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series A Bonds as provided in this Section(the"Bond Register").While such book entry system is in effect, such books need not be kept, as the Series A Bonds will be represented by one Bond for each maturity registered in the name of Cede&Co., as nominee for DTC. Subject to the provisions of Section 11 above,the person in whose name a Series A Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series A Bond -5- for all purposes of this.Resolution.Payment of or on account of the principal of and interest on any Series A Bond shall be made only to or upon the order of that person; neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series A Bonds, including interest,to the extent of the amount or amounts so paid. Any Series A Bond may be exchanged for Series A Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Series A Bonds or if DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 12, 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 office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent,duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series A Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series A Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given,or(b)to transfer any Series A Bonds which have been selected or called for redemption in whole or in part. Section 13. Form of Bond.The Series A Bonds shall be in substantially the form set forth in Exhibit E attached hereto and incorporated herein, allowing those officials executing the Series A Bonds to make the insertions and deletions necessary to conform the Series A Bonds to this Resolution and the winning bid for the Series A Bonds. Section 14.Book-Entry System. Except as provided below, the owner of all of the Series A Bonds shall be The Depository Trust Company, New York, New York ("DTC"), and the Series A Bonds shall be registered in the name of Cede&Co.,as nominee for DTC. The Series A Bonds shall be initially executed and delivered in the form of a single fully registered Series A Bond for each maturity date of the Series A Bonds in the full aggregate principal amount of the Series A Bonds maturing on such date.The County,the Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series A Bonds registered in its name for all purposes of this Resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any responsibility or obligation to any participant of DTC (a "Participant"),any person claiming a beneficial ownership interest in the Series A Bonds under or through DTC or a Participant,or any other person which is not shown on the register of the District as being an owner,with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Series A Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series A Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series A Bonds to the extent of the sum or sums so paid. Except under the conditions noted below,no person other than DTC shall receive a Series A Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in -6- place of Cede&Co.,the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series A Bonds and delivers a written certificate to DTC and the County to that effect,DTC shall notify the Participants of the availability through DTC of Series A Bonds. In such event, the County shall issue, transfer and exchange Series A Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series A Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series A Bonds as described in this Resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to(a)make available one or more separate Series A Bonds evidencing the Series A Bonds to any DTC Participant having Series A Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series A Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series A Bond is registered in the name of Cede &Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Series A Bond and all notices with respect to such Series A Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series A Bonds. Section 15. Establishment of Funds and Accounts: Delivery of Series A Bonds: Disposition of Proceeds of the Series A Bonds. (a) Establishment of Funds and Accounts. (i) Building Fund. A fund, to be known as the "Walnut Creek School District, General Obligation Bonds, Election of 2002 Building Fund" (the "Building Fund"), has heretofore been created and established within the County Treasury. Moneys deposited therein shall be used solely for the purpose for which the Series A Bonds are being issued. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. (ii)Interest and Sinking Fund.A fund,to be known as the "Walnut Creek School District, General Obligation Bonds, Election of 2002, Series A, Interest and Sinking Fund" (the "Interest and Sinking Fund"), is hereby created and established within the County Treasury,which fund shall be accounted for separate and distinct from all other District and County funds.Moneys deposited therein shall be used only for payment of principal and interest on the Series A Bonds.Any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal and interest on the Series A Bonds at the direction of the District. If, after payment in full of the Series A Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 15, any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not limited to the requirements of federal tax law(if any) relating to the yield at which such proceeds are permitted to be invested. -7- (iii) Costs of Issuance Fund. There is hereby created the "Walnut Creek. School District,General Obligation Bonds, Election of 2002, Series A, Costs of Issuance Fund" (the"Costs of Issuance Fund"),which shall be held and maintained by the Paying Agent as a separate fund, distinct from all other funds of the District. Amounts on deposit in the Costs of Issuance Fund shall be disbursed for the purpose of paying all items of expense directly or indirectly reimbursable to the District relating to the issuance, execution and delivery of the Series A 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, fees for execution, transportation and safekeeping of the Series A Bonds and charges and fees in connection with the foregoing ("Costs of Issuance"). Payment of the Costs of Issuance shall be made only upon the receipt by the Paying Agent of a written request of the District. Moneys on deposit in the Costs of Issuance Fund shall be invested in money market mutual funds which are rated by Standard&Poor's Ratings Services in one of its two highest rating categories,including funds for which the Paying Agent,its affiliates or subsidiaries provide investment, advisory or other management or administrative services.Interest and earnings derived from the investment of amounts on deposit in the Costs of Issuance Fund shall be retained therein until the Costs of Issuance Fund is closed.On September 1,2003,all amounts remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the Paying Agent and transferred to the Treasurer-Tax Collector of the County,for deposit in the Building Fund and the Costs of Issuance Fund shall be closed. (b)Delivery of Series A Bonds.The proper officials of the District shall cause the Series A Bonds to be prepared and, following their sale, shall have the Series A Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Serves A Bonds, to the original purchaser upon payment of the purchase price in funds which are immediately available to the Paying Agent (c) Disposition of Proceeds of the Series A Bonds. On the date of delivery of the Series A Bonds (the "Closing Date"), the proceeds of sale of the Series A Bonds shall be paid by the original purchaser to the Paying Agent. The Paying Agent shall deposit or transfer all of such amounts as follows: (i)The Paying Agent shall transfer to the Treasurer-Tax Collector of the County, for deposit in the Interest and Sinking Fund, an amount equal to the accrued interest on the Series A Bonds paid by the original purchaser; (vi)The Paying Agent shall deposit in the Costs of Issuance Fund the proceeds of the Series A Bonds,required to pay the Costs of Issuance(as shall be designated by the District on or prior to the Closing Date);and (iii)The Paying Agent shall transfer the remaining proceeds of the Series A Bonds to the Treasurer-Tax Collector of the County for deposit in the Building Fund. (d) Unclaimed Moneys.Any money held in any fund or account created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium,of any,or interest on the Series A Bonds remaining unclaimed for two years after the principal of all of the Series A Bonds has become due and payable (whether by maturity or upon prior redemption),shall be transferred to the Interest and Sinking Fund for the payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding,said moneys shall be transferred to the general fund of the District as provided and permitted by law. -8- (e) Authorized Investments. The proceeds of the Series A Bonds may be invested in any investments permitted by law to be made with moneys belonging to, or in the custody of, the District,including,but not limited to,the Local Agency Investment Fund in the California State Treasury and investment agreements, including guaranteed investment contracts, with a financial entity whose long-term debt is rated by Moody's Investors Service and Standard & Poor's Ratings Services in one of their two highest rating categories, and whose short-term debt is rated no lower than the corresponding level of rating category for such debt, and so long as any such guaranteed investment contract is approved in writing by any municipal bond insurer insuring the Series A Bonds. Any such investment agreement shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Moody's Investors Service and Standard&Poor's Ratings Services in the event that the rating of short-or long-term debt of the financial entity is downgraded below then-current requirements of Moody's Investors Service and Standard & Poor's Ratings Services for such investment agreements. Section 16. Sours of Pa . There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series A Bonds when due,which moneys when collected will be placed in the Interest and Sinking Fund of the District,which fund is irrevocably pledged for the payment of the principal of and interest on the Series A Bonds when and as the same fall due.The moneys in the Interest and Sinking Fund, to the extent necessary to pay the principal of and interest on the Series A Bonds as the same become due and payable, shall be transferred by the County to the Paying Agent,as paying agent for the Series A Bonds, as necessary to pay the principal of and interest on the Series A Bonds. Section 17. Necessary Acts and,Conditions. This Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the issuing of the Series A Bonds in order to make them legal,valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series A Bonds have been performed and have been met, in regular and due form as required by laws that the full faith,credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series A Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series A Bonds. Section 18. Ap-Rroval of Actions. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution Such actions heretofore taken by such officers,officials and staff are hereby ratified,confirmed and approved. Section 19.Limited Liabikity.Notwithstanding anything to the contrary contained herein, in the Series A Bonds or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Series A Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 16 hereof. Section 20. Certified Copy to Auditor-Contro er. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. -9- Section 21. Effective Date. This Resolution shall take effect immediately upon its passage. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 11th day of February,2003,by the following vote: AYES: Supervisors Gioia, Uilkema, Glover and DeSaulnier NOES: None ABSENT: Gerber Chair,Board of Supervisors I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ATTESTED February 11, 2003 JOHN SWEETEN, CLERK OF THE BOARD AND COUNTY ADMINISTRATOR BY _, DEPUTY EXfIIBTT A FORM OF NOTICE OF SALE Exhibit A Page 1 Quint&Thimrnig LLP 12/18/02 01/08/03 OFFICIAL NOTICE OF SALE $7,000,000 WALNUT CREEK SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2002, SERIES A NOTICE IS HEREBY GIVEN that sealed or telecopied bid proposals for the purchase of $7,000,000 aggregate principal amount of Walnut Creek School District (Contra Costa County, California) General Obligation Bonds,Election of 2002,Series A (the "Bonds"),will be received by the Treasurer-Tax Collector of Contra Costa County (the "Treasurer-Tax Collector") at the place and up to the time below specified: TIME:Wednesday,February 26,2003,at 9:00 A.M. (Pacific Time). PLACE: Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 10010, Oakland, California. SUBMISSION OF BIDS: Bids may be Bids may be submitted (for receipt not later than the time set forth above) electronically only through the I-Deal LLC BIDCOMP/PARITY0 system. See "FORM OF BID" herein. All bids must be accompanied by a good faith deposit as more fully described below under the caption"GOOD FAITH DEPOSIT". ISSUE; BOOK ENTRY: $7,000, nsisting of fully registered Bonds,without coupons. The Bonds will be dated as of March 1, 2003, and will be issued in minimum denominations of $5,000. The Bonds will be issued in a book entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company, New York, New York ("DTC"), will act as depository for the Bonds which will be immobilized in its custody. The Bonds will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds. MATURITIES: The Bonds will mature, or be subject to mandatory sinking fund redemption, on September 1 in each of the years and in the amounts, as set forth in the following table.Each bidder is required to specify in its bid whether,for any particular year, the Bonds will mature or, alternately,be subject to mandatory sinking fund redemption in such year. 23005.03 Maturity Principal Maturity Principal (seat 1) AMPAMI ( 1) 2004 2016 2005 2017 2006 2018 2007 2019 2008 2020 2009 2021 2010 2022 2011 2023 2012 2024 2013 2025 2014 2026 2015 2027 ADJUSTMENT OF PRINCIPAL AMOUNTS:The District reserves the right to increase or decrease the principal amount of any maturity of the Bonds as the District deems advisable in order to accomplish its financing objectives. No such adjustment will have the effect of altering the basis upon which the best bid is determined. INTEREST: The Bonds shall bear interest, calculated on a 30/360 day basis, at a rate or rates to be fixed upon the sale thereof but not to exceed 12%per annum,payable semiannually on each March 1 and September 1,commencing March 1,2004. PAYMENT: Principal of the Bonds will be payable upon surrender at BNY Western Trust Company, San Francisco, California (the "Paying Agent"). Interest on the Bonds will be payable by check or draft mailed by first class mail to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. REGISTRATION: The Bonds will be issued as fully registered Bonds as to both principal and interest.The Bonds will be issued in the book-entry system of The Depository Trust Company of New York("DTC"),and the ownership of the Bonds will be registered to the nominee of DTC. OPTIONAL REDEMPTION:The Bonds maturing on or before September 1,2013,are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, 2014, are subject to redemption prior to maturity, at the option of the District,from any available source of funds, on any date on and after September 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without premium. If less than all of the Bonds shall be called for redemption,the particular Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and,in lieu of such direction, in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Bonds for redemption by lot; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by five thousand dollars($5,000). SINKING FUND REDEMPTION:Any bidder may, at its option,specify that one or more maturities of the Bonds will consist of term Bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof,as designated in the bid of such bidder. In the event that the bid of the successful bidder specifies that any maturity of Bonds will be term Bonds,such terns Bonds will be subject to mandatory sinking fund redemption -2- on September 1 in each year so designated in the bid, in the respective amounts for such years as set forth above under the heading „MATURES," at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium. PURPOSE: The Bonds are being issued for the purpose of raising money for real property acquisition or improvements, namely: (a) for the purpose of raising funds needed to improve school facilities,including updating safety and security systems,building a new library at Walnut Creek Intermediate,improving building exteriors and grounds for safety,updating the technology infrastructure,renovating fields,for other projects listed in District's Project List,and(b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith. The requisite 55% approval of the electors of the District cast at a special election held on November 5, 2002, upon the question of issuing bonds in the aggregate amount of $20,000,000, was received. The Bonds represent the first issue of such authorization SECURITY: The Bonds are general obligations of the Walnut Creek School District. 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 without limitation as to rate or amount upon all property within the District subject to taxation (except for certain classes of personal property.) MUNICIPAL BOND INSURANCE; BIDDER'S OPTION: The District has applied to certain bond insurance companies for a commitment to issue a policy insuring the payment when due of principal of and interest on the Bonds. In the event such a commitment is obtained prior to the sale date, such information will be made available to bidders by such bond insurance companies. In the event the District obtains a commitment for municipal bond insurance, each bidder shall have the option to elect whether such insurance will be issued. In the event that the winning bidder elects to obtain any policy of municipal bond insurance, the premium for such insurance and the costs of any related ratings will be paid by the bidder, and neither the County nor the District will have any responsibility for payment of such premium and costs. TERMS OF SALE INTEREST RATE:No rate of interest may be bid which exceeds 12%per annum.Each rate bid must be a multiple of one-twentieth of one percent (1/20%) or one-eighth of one percent (1/8%). No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than 3% higher than the interest rate on any other maturity or group of maturities. FORM OF BID: Bids may be submitted electronically only through the I-Deal LLC BiDCOMP/PARITYC system. To the extent any instructions or directions set forth in BiDC0MP/PARIT"Y0 conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For further information about BiDCOMP/PARITYQ, bidders may contact the financial advisor to the District or BIDCOMP/PARM0 at(212)404-8102. THE DISTRICT RETAINS ABSOLUTE DISCRETION TO DETERMINE WHETHER ANY BID IS TIMELY,LEGIBLE AND COMPLETE.NEITHER THE DISTRICT,KELLING,NORTHCROSS&NOBRIGA, FINANCIAL ADVISOR TO THE DISTRICT (THE "FINANCIAL ADVISOR") NOR QUINT & THIlvItviIG LLP ("BOND COUNSEL") TAKES ANY RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR To THE TIME FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE,ILLEGIBLE OR NOT RECEIVED. -3- THE DISTRICT WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH BiDCOMP/PARITY@ ON THE OFFICIAL BID FORM CREATED FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH BiDCOMP/PARITY@, THAT THE DISTRICT NEITHER ENDORSES NOR EXPLICITLY ENCOURAGES THE USE OF BiDCOMP/PARITY@ AND THAT BiDCOMP/PARITY@ IS NOT ACTING AS AN AGENT OF THE DISTRICT. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM BiDCOMP/PARITY@ AND THE DISTRICT ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF BiDCOMP/PARITY@. THE DISTRICT SHALL ASSUME THAT ANY BID RECEIVED THROUGH BiDCOMP/PARITY@ HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER. THE DISTRICT WILL MAKE ITS BEST EFFORTS TO ACCOMMODATE ELECTRONIC BIDS; HOWEVER THE DISTRICT, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS.THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE DISTRICT AT THE PLACE OF BID OPENING AND THE DISTRICT SHALL NOT BE REQUIRED TO ACCEPT THE TIME DEPT BY BiDCOMP/PARITY c0 AS THE OFFICIAL TIME. AWARD: All bids must be for not less than all of the Bonds hereby offered for sale. Each bid shall state that the bidder offers par and accred interest to the date of delivery,the premium, if any, and the rate or rates not to exceed those specified herein, at which the bidder offers to buy said Bonds. The purchase price of the Bonds must be paid in funds which are immediately available to the County. Each bidder shall state in his bid the total true interest cost in dollars, which shall be considered informative only and not a part of the bid. BEST BIDDER: The Bonds will be awarded to the responsible bidder or bidders offering to purchase the Bonds at the lowest true interest cost to the District. The true interest cost of each bid will be determined on the basis of the present value of the aggregate future semiannual payments resulting from the interest rates specified by the bidder. The present value will be calculated to the dated date of the Bonds (March 1, 2003) and will be based on the proposed bid amount (par value plus any premium), excluding the accrued interest from the dated date to the date of delivery of the Bonds. For the purpose of making such determination, it shall be assumed that any Bond designated as term bonds by the bidder shall be deemed to be payable on the dates and in the amounts as shown under the section entitled "MATURITIES" herein. Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the District, which shall be considered as informative only and shall not be binding on either the bidder or the District. The determination of the best bid by the District's financial advisor shall be binding and conclusive on all bidders. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery computed on a thirty(30)day month,360-day year basis. RIGHT OF CANCELLATION OF SALE BY DISTRICT:The District reserves the right,in its sole discretion, at any time to cancel the public sale of the Bonds. In such event, the District shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated through the Bond Buyer Wire as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds. RIGHT TO MODIFY OR AMEND:The District reserves the right,in its sole discretion,to modify or amend this official Notice of Sale including, but not limited to, the right to adjust and -4- change the principal amount and principal amortization schedule of the Bonds being offered, however, such modifications or amendments shall be made not later than 9:30 A.M., California time, on the business day prior to the bid opening and communicated through the Band Buyer Wire. RIGHT OF POSTPONEMENT BY DISTRICT: The District reserves the right, in its sole discretion, to postpone, from time to time, the date established for the receipt of bids. Any such postponement will be communicated through the Bond Buyer Wire not later than 9:30 A.M., California time,on the business day prior to any announced date for receipt of bids. If any date is postponed,any alternative sale date will be announced via through the Bond Buyer Ware at least 24 hours prior to such alternative sale date. On any such alternative sale date,any bidder may submit a sealed bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced by through the Bond Buyer Wire at the time the sale date and time are announced. ` RIGHT OF REJECTION:The District reserves the right,in its sole discretion, to reject any and all bids and to waive any irregularity or informality in any bid except that no bids will be accepted later than 9:00 A.M.on the date set for receipt of bids. PROMPT AWARD: Pursuant to authority granted by the Board of Supervisors, the Treasurer-Tax Collector will take action awarding the Bonds or rejecting all bids not later than twenty-six (26)hours after the expiration of the time herein prescribed for the receipt of proposals; provided, that the award may be made after the expiration of the specified time if the bidder shall not have given to said Board notice in writing of the withdrawal of such proposal. PLACE OF DELIVERY; CANCELLATION FOR LATE DELIVERY: It is expected that said Bonds will be delivered to DTC for the account of the successful bidder within twenty (20) days from the date of sale thereof. The successful bidder shall have the right, at his option, to cancel its obligation to purchase the Bonds if the Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof,and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. GOOD FAITH DEPOSIT: A Good Faith Deposit („Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $70,000 payable to the order of the Contra Costa County Treasurer-Tax Collector,is required for each bid to be considered. If a check is used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the District's Financial Advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond,then such bidder must submit its Deposit to the County in the form of a cashier's check(or wire transfer such amount as instructed by the County or such financial advisor) not later than 12:30 P.M. California time on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The amount of the Deposit will be applied as a credit towards the payment of the purchase price by the successful bidder. If after the award of the Bonds, the successful bidder fails to complete its purchase on the terms stated in its proposal, the full amount of the good faith deposit will be retained by the County. CHANGE IN TAX EXEMPT STATUS: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw his proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service -5- or by a decision of any federal court, or shall be declared taxable, or be requited to be taken into account in computing federal income taxes (except alternative minimum taxes and environmental taxes payable by corporations) by any federal income tax law enacted subsequent to the date of this notice. CLOSING PAPERS; BOND PRINTING: Each proposal will be understood to be conditioned upon the District furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Bonds, the following closing papers, each dated the date of delivery: (a) The opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, approving the validity of the Bonds and stating that, under existing law, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, noting that with respect to corporations, such interest is taken into account in determining certain income and earnings for the purpose of computing the alternative minimum tax imposed on such corporations, and that such interest is also exempt from personal income taxes of the State of California under present state income tax Iaws. Other federal tax consequences to holders of the Bonds, if any, are not addressed in the opinion. A copy of the opinion of Bond Counsel, certified by facsimile signature of an official of the County, will be printed on the back of each Bond. No charge will be made to the purchaser for such printing or certification. (b) A certificate of the District certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds; (c) A certificate of the County, signed by officers and representatives of the County, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature,and that they were respectively duly authorized to execute the same; (d) The receipt of the Treasurer-Tax Collector evidencing the receipt of the purchase price of the Bonds,including interest accrued to the date of delivery thereof; (e) A certificate of the District, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds;and (f) A certificate of the District, signed by an officer of the District, acting in his official capacity,to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made,not misleading. CUSIP NUMBERS:It is anticipated that CUSIP numbers will be printed on the Bonds,but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the successful bidder. CERTIFICATION OF REOFFERING PRICE:The successful bidder shall be required, as a condition to the issuance of the Bonds,to deliver to the District a certificate,in form and substance -6- satisfactory to Bond Counsel, stating (i) that, as of the date of award, the Bonds were expected to be reoffered in a bona fide public offering, (ii) the initial offering price at which a substantial amount(at least 10°/6) of each maturity of the Bonds were sold to the public,and (iii)that no Bonds of a single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION: The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission when due. DTC FEES: All fees due DTC with respect to these Bonds shall be paid by the successful bidder or bidders. OFFICIAL STATEMENT: The District has caused to be prepared a Preliminary Official Statement describing the Bonds in a form deemed final by the District within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, except for certain information which is permitted under said Rule 15c2-12 to be omitted from the Preliminary Official Statement. A copy of the Preliminary Official Statement will be furnished upon request to Felling, Northcross die Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612,telephone (510)839-8200. The District will furnish to the successful bidder within seven business days following the date of award, at no charge, not in excess of one hundred (100)copies of the Official Statement for use in connection with any resale of the Bonds. DISCLOSURE CERTIFICATE: The District will deliver to the purchaser of the Bonds a certificate of an official of the District, dated the date of Bond delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. CONTINUING DISCLOSURE: In order to assist bidders in complying with S.E.C. Rule 15e2-12(b)(5), the District will undertake, pursuant to the resolution authorizing issuance of the Bonds and a Continuing Disclosure Agreement, to provide annual reports 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. Dated:February 10,2003 -7- EXHIBIT B FORM OF NOTICE OF INTENTION TO SELL BONDS (Contra Costa Times) Fbdu'bit C Page 1 Quint&Thimmig LLP 12/18/02 01/08/03 NOTICE OF INTENTION TO SELL BONDS $7,000,000 WALNUT CREEK SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2002, SERIES A NOTICE IS HEREBY GIVEN, pursuant to section 15146 of the California Education Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of $7,000,000 aggregate principal amount of Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, Election of 2002, Series A (the "Bonds"). Bids will be received on WEDNESDAY, FEBRUARY 26, 2003 at 9:00 A.M., at the office of Keliing, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, and the sale will be awarded by the Treasurer-Tax Collector of Contra Costa County within 26 hours after the expiration of the time prescribed for the receipt of bids. The sale of the Bonds will be conducted upon the terms and conditions set forth in the Official Notice of Sale for the Bonds. Such Official Notice of Sale and the Preliminary Official Statement describing the Bonds will be distributed to prospective bidders by the financial advisor to the District, Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839-8200. Bids will be entertained only from bidders to whom such Official Notice of Sale and Preliminary Official Statement have been distributed. Dated:February 10,2003 [TO BE PUBLISHED IN THE CONTRA COSTA TIMES ON FEBRUARY 10,2003,AND FEBRUARY 17,2003,TO BE ARRANGED BY QUINT AND T MvMG LLP] 23005.03 EXHIBIT C FORM OF NOTICE OF INTENTION TO SELL BONDS (Band Buyer) Exhibit D Page 2 Quint&Thimrnig LLP 12/18/02 01/08/03 NOTICE OF INTENTION TO SELL, BONDS $7,000,000 WALNUT CREEK SCHOOL DISTRICT (Contra Costa County, California) GENERAL OBLIGATION BONDS ELECTION OF 2002, SERIES A NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of$7,000,000 aggregate principal amount of Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, Election of 2002, Series A (the "Bonds"). Bids will be received on WEDNESDAY, FEBRUARY 26, 2003 at 9:00 A.M., at the office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, and the sale will be awarded by the Treasurer-Tax Collector of Contra Costa County within 26 hours after the expiration of the time prescribed for the receipt of bids. The sale of the Bonds will be conducted upon the terms and conditions set forth in the Official Notice of Sale for the Bonds. Such Official Notice of Sale and the Preliminary Official Statement describing the Bonds will be distributed to prospective bidders by the financial advisor to the District, Kelling, Northeross &Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839-8200. Bids will be entertained only from bidders to whom such Official Notice of Sale and Preliminary Official Statement have been distributed. Dated:February 10,2003 [TO BE PUBLISHED IN THE BOND BUYER ON FEBRUARY 10,2003,TO BE ARRANGED BY QUINT AND TIMaUG LLP] 23005.03 EXHIBIT FORM OF SERIES A BONDS WALNUT CREEK SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS ELECTION OF 2002,SERIES A - Y --- '" T .........MMETMATIff ff 5ATEDATED AS OF CUSIP REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The Walnut Creek School District (the "District") in Contra Costa County, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or provided for at the Interest Rate stated above, such interest to be paid on March 1 and September 1 of each year (the "Interest Payment Dates"), commencing March 1, 2004. This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof,unless(a)it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date,in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before February 15,2004,in which event it shall bear interest from March 1, 2003. Principal, interest and redemption premium(if any) are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond is registered (the "Registered Owner") on the Register maintained by BNY Western Trust Company, San Francisco, California (the "Paying Agent"). Principal and any redemption premium is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent.Interest is payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the registered owner of this Bond by first-class mail at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date(the"Record Date"). This Bond is one of a series of $7,000,000 of Bonds issued for the purpose of raising money for real property acquisition or improvements, namely. (a) for the purpose of raising funds needed to improve school facilities, including updating safety and security systems, building a new library at Walnut Creek Intermediate, improving building exteriors and grounds for safety, updating the technology infrastructure,renovating fields, for other projects listed in District's Project List, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith. The requisite 5P/o vote of the electors of the District upon the question of issuing Bonds in the amount of $20,000,000, cast at a special election held on November 5. 2002, was received. The Board hereby authorizes the issuance of the Series A Bonds pursuant to the resolution of the Board of Trustees of the District adopted on January 27, 2003 (the "District Resolution"), and the resolution of the County Board of Supervisors Exhibit D Page I adopted on February 11,2003 (the "Bond Resolution"). This Bond and the issue of which this Bond is a part are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of$5,000 or any integral multiple thereof.This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent,all subject to the terms,limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes,and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. The Bonds maturing on or before September 1,2013,are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after September 1, 2014, are subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on and after September 1, 2013, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without premium. [If applicable.]The Bonds maturing on September 1, 20-- (the "Term Bonds") are also subject to mandatory sinking fund redemption on September 1 in the years,and in the amounts, as set forth in the following table,at a redemption price equal to one hundred percent (100°/6) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to the p garagraph, thea ate principal amount of Term Bonds to-be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Redemption Date Principal Amoun If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities,unless otherwise directed by the District. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District.Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be Exhibit D Page 2 redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and(e)descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date these shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium,if any,and that from and after such date interest with respect thereto shall cease to z accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and,by first class mail,postage prepaid, to the District, the County and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given,or(b)to transfer any Bond which has been selected or called for redemption in whole or in part Reference is made to the Bond Resolution for a more complete description of the provisions,among others,with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents,-by acceptance hereof, to all of the provisions of the Bond Resolution. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist,to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal,valid and binding general obligations of the District, have been performed and have been met in regular and due rorm as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due,and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR Exhibit D Page 3 OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. IN WTINESS WHEREOF, the Walnut Creek School District, Contra Costa County, California, has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chair of the Board of Supervisors of Contra Costa County, the Clerk of said Board of Supervisors and the Treasurer-Tax Collector of Contra Costa County, and has caused the seal of the County to be affixed hereon, all as of the date stated above. [SEAL] CONTRA COSTA COUNTY By Chair of the Board of Supervisors By Clerk of the Board of Supervisors By Treasurer-Tax Collector CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Bond-Resolution referred to herein. Date of Authentication: BNY WESTERN TRUST COMPANY, as Paying Agent By Authorized Signatory Exhibit D Page 4 FORM OF ASSIGNMENT For value received,the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es)hereby irrevocably constitute and appoint attorney,to transfer the same on the registration books of the Paying Agent,with full power of substitution in the premises. Dated: Signature Guaranteed: NO`T'ICE:Signature(s)must be guaranteed by an eligible NOTICE: The signature(s) on this Assignment must guarantor. correspond with the names)as written on the face of the within Bond in everyparticular, without alteration or enlargement or any change whatsoever. Exlu'bit D Page 5