HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-183 A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY,
CALIFORNIA, AUTHORIZING THE ISSUANCE OF ACALANES UNION HIGH
SCHOOL DISTRICT, CONTRA COSTA COUNTY, CALIFORNIA ELECTION OF 2002
GENERAL OBLIGATION BONDS, SERIES A IN THE AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED$44,000,000
RESOLIEMON NO.2003/183
WHEREAS, a duly called election (the "Election") was held in the Acalanes Union High
School District (the "District"), Contra Costa County (the "County"), California, on November 5,
2002 and thereafter canvassed pursuant to law;
WHEREAS, at the Election there was submitted to and approved by the requisite fifty-five
percent 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 principal amount of Forty-Four Million Dollars ($44,000,000) payable from the levy
of an ad valorem tax against the taxable property in the Districts
WHEREAS, at this time this Board has received the resolution of the Board of Trustees of
the District (the "District Resolution") requesting the issuance of a series of such Bonds in an
aggregate principal amount not to exceed Forty-Four Million Dollars ($44,000,000) (the "Series A
Bonds");
WHEREAS, 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,CALIFORNIA,AS FOLLOWS:
SECTION 1. PuMose of Series A_Bonda. That for the purposes set forth in the
Election and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith, the County authorizes the issuance of the Series A Bonds in the name of the District under
and subject to the terms of the California Education Code and this resolution.
SECTION 2. T,gMs and Condido s of Sale. The Series A Bonds shall be sold at a
negotiated sale upon the direction of the District's Superintendent, Assistant Superintendent of
Business Services, or such other person designated by the Superintendent. The Series A Bonds shall
be sold pursuant to the terms and conditions set forth in the Purchase Contract as described below.
SECTION 3. A_i►Qrgval of Purchase Contrac>a, The form of Contract of Purchase(the
"Purchase Contract")by and among the County,the District and U.S. Bancorp Piper Jafrray Inc. (the
"Underwriter"), for the purchase and We of the Series A Bonds, substantially in the form on file with
the Clerk of the Board, is hereby approved and the Treasurer-Tax Collector of the County (the
"Treasurer-Tax Collector"), or a designated deputy thereof, or the County Chairperson or such
Chairperson's designee is hereby authorized to execute and deliver the Purchase Contract, and the
Superintendent of the District .(the "Superintendent"), the Assistant Superintendent, Business
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Services (the "Assistant Superintendent"), or such other person designated by the Superintendent,
each alone, is hereby authorized and requested to acknowledge the execution of such Purchase
Contract, if necessary, but with such changes therein, deletions therefrom and modifications thereto
as the Treasurer-Tax Collector, or designated deputy thereof, or the County Chairperson or such
Chairperson's designee may approve, such approval to be conclusively evidenced by his or her
execution and delivery thereof; provided, however, that the maximum true interest cost on the
Series A Bonds shall not exceed the maximum rate permitted by law and the underwriter's discount,
excluding original issue discount and expenses and costs of issuance paid by the Underwriter, shall
be equal to 1.00% of the aggregate principal amount of Series A Bonds issued. The Treasurer-Tax
Collector, any designated deputy thereof, or the County Chairperson is further authorized to
determine the principal amount of the Series A Bonds to be specified in the Purchase Contract for
sale by the County Board up to Forty-Four .Million Dollars ($44,000,000) and to enter into and
execute the Purchase Contract with the Underwriter, if the conditions set forth in this Resolution are
satisfied
SECTION 4. Certain D►efinitians. As used in this Resolution, the terms set forth
below shall have the meanings ascribed to them(unless otherwise set forth in the Purchase Contract):
(a) "Accreted Interest"means, with respect to the Capital Appreciation Bonds,
the Accreted Value thereof as of the date of calculation minus the Denominational Amount
thereof
(b) "Accreted Value"means with respect to the Capital Appreciation Bonds, as
of the date of calculation,the Denominational Amount thereof,plus Accreted Interest thereon
to such date of calculation, compounded semiannually on each February 1 and August 1,
commencing on February 1, 2004 (unless otherwise provided in the Purchase Contract)with
respect to the Capital Appreciation Bonds which mature on August I of a given year, at the
stated Accretion Rate to maturity thereof, assuming in any such semiannual period that such
Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-
day months.
(c) "Accretion Rate" means, unless otherwise provided by the Contract of
Purchase, that rate which, when applied to the Denominational Amount of any Capital
Appreciation Bond and compounded semiannually on each February I and August I
(commencing February 1,2004),produces the Accreted Value on the maturity date.
(d) "Band Insurer" means any insurance company which issues a municipal
bond insurance policy insuring the payment of Denominational Amount and Accreted
Interest of and interest on the Series A Bonds.
(e) "Bond Payment late" means (unless otherwise provided by the Purchase
Contract)February I and August 1 of each year,commencing August 1,2004,with respect to
the interest on the Current Interest Bonds; August I of each year, commencing August 1,
2004, with respect to the principal payments on the Current Interest Bonds; and, with respect
to the Capital Appreciation Bonds,the stated maturity dates thereof,as applicable.
(f) "Bond Registrar"means or any successor thereto.
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(g) "Capital Appreciation Bonds' means the 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.
(h) "Current Interest Bonds'means the Series A Bonds the interest on which is
payable semiannually 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.
(i) "Denominational Amount"means, with respect to the Capital Appreciation
Bonds, the initial purchase price thereof, which represents the principal amount thereof, and,
with respect to the Current Interest Bonds,the principal amount thereof.
0) "Depository" means the securities depository acting as Depository pursuant
to Section 5(c)hereof.
(k) "DTC" means The Depository Trust Company, New York, New York, a
limited purpose trust company organized under the laws of the State of New York, in its
capacity as securities depository for the Series A Bonds.
(1) "Information Services"means Financial Information, Inc.'s Financial Daily
Called Bond Service; Moody's Municipal and Government; or Standard & Poor's J. J.
Kenny Information Services Called Bond Service.
(m) "Maturity Value's means the Accreted Value of any Capital Appreciation
Bond on its maturity date.
(n) "Principal" or "Principal Amount" means, with respect to any Current
Interest Bond, the principal or principal amount thereof and, with respect to any Capital
Appreciation Bond,the Denominational Amount.
(o) "Record Date" means the 15th day of the month preceding each Bond
Payment Date.
(p) "Securities Depositories"means The Depository Trust Company, 55 Water
Street,New York,New York 10041,Tel: (212)555-1000 or Fax: (212)855-7320.
(c) "Term Bonds' means those Series A Bonds for which mandatory
redemption dates have been established in the Purchase Contract.
(r) II'ransfer Amount"means, with respect to any Outstanding Current Interest
Bond,the Principal Amount and,with respect to any Capital Appreciation Bond,the Maturity
Value.
SECTION 5, Terms of the Series A Bonds,
(a) Denomination. Interest, f3a a of Delivery. The Series A Bonds shall be issued as
Bonds registered as to both principal and interest, in the denominations of, with respect to the
Current Interest Bonds, $5,000 Denominational Amount or any integral multiple thereof(except for
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one odd denomination, if necessary), and with respect to the Capital Appreciation Bonds, $5,000
Maturity Value, or any integral multiple thereof(except for one odd denomination, if necessary).
The Series A Bonds will be initially registered to"Cede& Co.,"the nominee of the Depository Trust
Company,New York,New York.
Each Capital Appreciation Bond shall be dated, and shall accrete interest from, its date of
initial issuance. Capital Appreciation Bonds will not bear interest on a current basis.
Each Current Interest Bond shall be dated the date of delivery or such date as shall appear in
the Purchase Contract or the Official Statement(the"Date of Delivery"), and shall bear interest from
the Bond Payment Date next preceding the date of authentication thereof unless it is authenticated as
of a day during the period from the 16th day of the month next preceding any Bond Payment Date to
that Bond Payment Date, inclusive, in which event it shall bear interest from such Bond Payment
Date, or unless it is authenticated on or before July 15, 2004, in which event it shall bear interest
from the Date of Delivery.
The Series A Bonds shall bear or accrete interest at a rate or rates such that the interest rates
or true interest cost shall not exceed the maximum limit permitted by law. Interest shall be payable
on the respective Bond Payment Dates.
The Capital Appreciation Bonds shall mature in the years and shall be issued in the aggregate
Denominational Amount set forth in the Purchase Contract and shall have an interest rate and shall
have Denominational Amounts per each five thousand dollars ($5,000) in Maturity Value as shown
in the Accreted Value Table attached to the Purchase Contract; p gr that in the event that the
amount shown in such Accreted Value Table and the Accreted Value calculated by the District and
approved by the Bond Insurer by application of the definition of Accreted Value set forth in
Section 4 differ,the latter amount shall be the Accreted Value of such Capital Appreciation Bond.
(b) Redgm h
(i) Optional Rg&m-1& Unless otherwise provided in the Purchase Contract or
the Official Statement, the Current Interest Bonds maturing on or before August 1, 20_., are not
subject to redemption prior to their fixed maturity dates. Unless otherwise provided in the Purchase
Contract, the Current Interest Bonds maturing on or after August 1, 20_, may be redeemed before
maturity at the option of the District, from any source of funds of the District„ on August 1, 20_, or
on any date thereafter as a whole, or in part. Unless otherwise provided in the Purchase Contract,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:
RedomionPeriods Redemption Prices
August 1,20�through July 31,20 102%
August 1,20i through July 31,20� 101
August 1,2C and thereafter 100
The Capital Appreciation Bonds are not subject to optional redemption.
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Mandatory Redemption. Unless otherwise provided in the Purchase Contract
or the Official Statement, the Term Bonds are subject to mandatory redemption from moneys in the
Debt Service Fund established in Section 11 hereof prior to their stated maturity date, at the Principal
Amount or Accreted Value thereof without premium on each August 1, in Principal Amounts as set
forth in the Purchase Contract and in the Official Statement described below.
(iii) Selection of Bonds for Redem tion Whenever provision is made in this
Resolution for the redemption of Series A Bonds and less than all Outstanding Series A Bonds are to
be redeemed, the Bond Registrar identified below, upon written instruction from the District, shall
select Series A Bonds for redemption as so directed and if not directed, in inverse order of maturity.
Within a maturity, the Bond Registrar, shall select Series A Bonds for redemption by lot.
Redemption by lot shall be in such manner as the Bond Registrar shall determine;pr , however.
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
thereof
(iv) Notice of Redernp�fiqqn-. When redemption is authorized or required pursuant
to Section 5(b)(i) hereof, the Bond Registrar, upon written instruction from the District, shall give
notice (a"Redemption Notice") of the redemption of the Series A Bonds. Such Redemption Notice
shall specify: (a)the Series A Bonds or designated portions thereof(in the case of redemption of the
Series A 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
Bond Registrar, (d) the redemption price, (e) the CUS1P numbers (if any) assigned to the Series A
Bonds to be redeemed, (f) the Bond numbers of the Series A Bonds to be redeemed in whole or in
part and, in the case of any Series A Bond to be redeemed in part only,the Principal Amount of such
Series A Bond to be redeemed, and (g) the original issue date, interest rate or Accretion Rate and
stated maturity date of each Series A 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
Series A Bond or portion thereof being redeemed at the redemption price thereof together with the
interest accrued or accreted to the redemption date, and that from and after such date, interest with
respect thereto shall cease to accrue or accrete.
The Bond Registrar shall take the following actions with respect to such Redemption Notice:
(a) At least 30 but not more than 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.
(b) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, (ii)
telephonically confirmed facsimile transmission, or(iii)overnight delivery service,to each of
the Securities Depositories.
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(c) At least 30 but not more than 45 days prior to 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 publish any Redemption Notice nor any defect in any
such Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption
of the affected Series A Bonds. Each check issued or other transfer of funds made by the Bond
Registrar for the purpose of redeeming Series A Bonds shall bear or include the CUSIP number
identifying, by issue and maturity, the Series A Bonds being redeemed with the proceeds of such
check or other transfer.
(v) Partial Redemption of Series A Bonds. Upon the surrender of any Series A
Bond redeemed in part only,the Bond Registrar shall execute and deliver to the Owner thereof a new
Series A Bond or bonds of like tenor and maturity and of authorized denominations equal in Transfer
Amounts to the unredeemed portion of the Series A Bond surrendered. Such partial redemption shall
be valid upon 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 Debt Service Fund, 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 Section 5(b)(i) hereof, together with interest accrued to such redemption
date, shall be held by the Bond Registrar 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 or
accrete and become payable. All money held by or on behalf of the Bond Registrar for the
redemption of Series A Bonds shall be held in trust for the account of the 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 5 shall be cancelled upon surrender thereof and be delivered to or upon the order of
the District and the County. All or any portion of a Series A Bond purchased by the District or the
County shall be cancelled by the Bond Registrar.
(vii) Series A Bonds No Longer Outstandin¢. When any 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 Bond Registrar, in form satisfactory to
it, and sufficient moneys shall be held by the Bond Registrar irrevocably in trust for the payment of
the redemption price of such Series A 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 Series A Bonds shall no longer be deemed Outstanding and shall be
surrendered to the Bond Registrar for cancellation.
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(c) Book-Entry System
(i) definitions. As used in this Section, the terms set forth below shall have the
meanings ascribed to them:
"Nominee" means the nominee of the Depository, which may be the Depository, as
determined from time to time pursuant to this Section.
"Participants"means those broker-dealers,banks and other financial institutions from time to
time for which the Depository holds book-entry certificates as securities depository.
(ii) Election of Book-Entry SMm. The Series A Bonds shall initially be
delivered in the form of a separate single fully-registered bond (which may be typewritten) for each
maturity date of such Series A Bonds in an authorized denomination (except for any odd
denomination Bond). The ownership of each such Series A Bond shall be registered in the Bond
Register (as defined below) in the name of the Nominee, as nominee of the Depository and
ownership of the Series A Bonds, or any portion thereof may not thereafter be transferred except as
provided in Section 5(c}(ii)(4).
With respect to book-entry Series A Bonds,the District and the Bond Registrar shall have no
responsibility or obligation to any Participant or to any person on behalf of which such a Participant
holds an interest in such book-entry Series A Bonds. Without limiting the immediately preceding
sentence,the District and the Bond Registrar shall have no responsibility or obligation with respect to
(i)the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any
ownership interest in book-entry Series A Bonds, (ii)the delivery to any Participant or any other
person, other than an owner as shown in the Bond Register, of any notice with respect to book-entry
Series A Bonds, including any notice of redemption, (iii)the selection by the Depository and its
Participants of the beneficial interests in book-entry Series A Bonds to be prepaid in the event the
District redeems the Series A Bonds in part, or(iv)the payment by the Depository or any Participant
or any other person, of any amount with respect to Accreted Value, Principal, premium, if any, or
interest on the book-entry Series A Bonds. The District and the Bond Registrar may treat and
consider the person in whose name each book-entry Series A Bond is registered in the Bond Register
as the absolute owner of such book-entry Series A Bond for the purpose of payment of Accreted
Value or Principal of and premium and interest on and to such Series A Bond, for the purpose of
giving notices of redemption and other matters with respect to such Series A Bond,for the purpose of
registering transfers with respect to such Series A Bond, and for all other purposes whatsoever. The
Bond Registrar shall pay all Accreted Value or Principal of and premium, if any, and interest on the
Series A Bonds only to or upon the order of the respective owner, as shown in the Bond Register,or
his respective attorney duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the District's obligations with respect to payment of Accreted Value or
Principal of,and premium,if any, and interest on the Series A Bonds to the extent of the sum or sums
so paid No person other than an owner, as shown in the Bond Register, shall receive a certificate
evidencing the obligation to make payments of Accreted Value or Principal of, and premium, if any,
and interest on the Series A Bonds. Upon delivery by the Depository to the owner and the Bond
Registrar, of written notice to the effect that the Depository has determined to substitute a new
nominee in place of the Nominee, and subject to the provisions herein with respect to the Record
Date,the ward Nominee in this Resolution shall refer to such nominee of the Depository.
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1. Delivery of Letter of Representations. in order to qualify the book-entry
Series A Bonds for the Depository's book-entry system, the District and the Bond Registrar
shall execute and deliver to the Depository a Letter of Representations. The execution and
delivery of a Letter of Representations shall not in any way impose upon the District or the
Bond Registrar any obligation whatsoever with respect to persons having interests in such
book-entry Series A Bonds other than the owners, as shown on the Bond Register. By
executing a Letter of Representations, the Bond Registrar shall agree to take all action
necessary at all times so that the District will be in compliance with all representations of the
District in such Letter of Representations. In addition to the execution and delivery of a
Letter of Representations, the District and the Bond Registrar shall take such other actions,
not inconsistent with this Resolution, as are reasonably necessary to qualify book-entry
Series A Bonds for the Depository's book-entry program.
2. Selection of Detory. In the event (i)the Depository determines not to
continue to act as securities depository for book-entry Series A Bonds, or (ii)the District
determines that continuation of the book-entry system is not in the best interest of the
beneficial owners of the Series A Bonds or the District,then the District will discontinue the
book-entry system with the Depository. If the District determines to replace the Depository
with another qualified securities depository, the District shall prepare or direct the
preparation of a new single, separate, fully registered bond for each maturity date of such
book-entry Series A Bond, registered in the name of such successor or substitute qualified
securities depository or its Nominee as provided in subsection(4) hereof: If the District fails
to identify another qualified securities depository to replace the Depository,then the Series A
Bonds shall no longer be restricted to being registered in such Bond Register in the name of
the Nominee, but shall be registered in whatever name or names the owners transferring or
exchanging such Series A Bonds shall designate, in accordance with the provisions of this
Section 5(c).
3. Pavmen{ to =itorv. Notwithstanding any other provision of this
Resolution to the contrary, so long as all outstanding Series A Bonds are held in book-entry
and registered in the name of the Nominee, all payments by the District or the Bond Register
with respect to Accreted Value or Principal of and premium, if any, or interest on the
Series A Bonds and all notices with respect to such Series A Bonds shall be made and given,
respectively to the Nominees, as provided in the Letter of Representations or as otherwise
instructed by the Depository and agreed to by the Bond Registrar notwithstanding any
inconsistent provisions herein.
4. Transfer of Series A Bonds to Substitute,ftository.
(A) The Series A Bonds shall be initially issued as described in the Official
Statement described herein. Registered ownership of such Series A Bonds, or any portions
thereof,may not thereafter be transferred except:
(1) to any successor of DTC or its nominee, or of any substitute
depository designated pursuant to Section 5(c)(ii)(4)(A)(2) ("Substitute Depository");
provided that any successor of DTC or Substitute Depository shall be qualified under
any applicable laws to provide the service proposed to be provided by it;
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(2) to any Substitute Depository, upon (1) the resignation of DTC or its
successor (or any Substitute Depository or its successor) from its functions as
depository, or (2) a determination by the District that DTC (or its successor) is no
longer able to carry out its functions as depository; provided that any such Substitute
Depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it;or
(3) to any person as provided below, upon (1)the resignation of DTC or
its successor (or any Substitute Depository or its successor) from its functions as
depository, or (2)a determination by the District that DTC or its successor (or
Substitute Depository or its successor) is no longer able to carry out its functions as
depository.
(B) In the case of any transfer pursuant to Section 5(e)(ii)(4)(A)(1) or (2), upon
receipt of all outstanding Series A Bonds by the Bond Registrar, together with a written
request of the District to the Bond Registrar designating the Substitute Depository, a single
new Series A Bond, which the District shall prepare or cause to be prepared, shall be
executed and delivered for each maturity of Series A Bonds then outstanding, registered in
the name of such successor or such Substitute Depository or their Nominees, as the case may
be, all as specified in such written request of the District. In the case of any transfer pursuant
to Section 5(c)(iiX4)(A)(3), upon receipt of all outstanding Series A Bonds by the Bond
Registrar, together with a written request of the District to the Bond Registrar, new Series A
Bonds, which the District shall prepare or cause to be prepared, shall be executed and
delivered in such denominations and registered in the names of such persons as are requested
in such written request of the District, provided that the Bond Registrar shall not be required
to deliver such new Series A Bonds within a period of less than sixty(60)days from the date
of receipt of such written request from the District.
(C) In the case of a partial redemption or an advance refunding of any Series A
Bonds evidencing a portion of the Maturity Value or Principal maturing in a particular year,
DTC or its successor (or any Substitute Depository or its successor) shall make an
appropriate notation on such Series A Bonds indicating the date and amounts of such
reduction in Maturity Value or Principal, in form acceptable to the Bond Registrar, all in
accordance with the Letter of Representations. The Bond Registrar shall not be liable for
such Depository's failure to make such notations or errors in malting such notations.
(D) The District and the Bond Registrar shall be entitled to treat the person in
whose name any Series A Bond is registered as the owner thereof for all purposes of this
Resolution and any applicable laws, notwithstanding any notice to the contrary received by
the Bond Registrar or the District; and the District and the Bond Registrar shall not have
responsibility for transmitting payments to, communicating with, notifying, or otherwise
dealing with any beneficial owners of the Series A Bonds. Neither the District nor the Bond
Registrar shall have any responsibility or obligation, legal or otherwise, to any such
beneficial owners or to any other party, including DTC or its successor (or Substitute
Depository or its successor), except to the Owner of any Series A Bonds, and the Bond
Registrar may rely conclusively on its records as to the identity of the owners of the Series A
Bonds.
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Bond Registrar shall be given by the owner, the County, at the expense of the Series A Bond owner,
shall execute, and the Bond Registrar shall thereupon authenticate and deliver, a new Series A Bond
of like Series A Bond tenor in lieu of and in substitution for the Series A Bond so lost, destroyed or
stolen (or if any such Series A Bond shall have matured or shall have been called for redemption,
instead of issuing a substitute Series A Bond the Bond Registrar may pay the same without surrender
thereof upon receipt of indemnity satisfactory to the Bond Registrar and the County). The Bond
Registrar may require payment of a reasonable fee for each new Series A Bond issued under this
paragraph and of the expenses which may be incurred by the County and the Bond Registrar.
If manual signatures on behalf of the County are required in connection with an exchange or
transfer, the Bond Registrar shall undertake the exchange or transfer of Series A Bonds only after the
new Series A Bonds are signed by the authorized officers of the County. In all cases of exchanged or
transferred Series A Bonds, the County shall sign and the Bond Registrar shall authenticate and
deliver Series A Bonds in accordance with the provisions of this Resolution. All fees and costs of
transfer shall be paid by the requesting party. Those charges may be required to be paid before the
procedure is begun for the exchange or transfer. All Series A Bonds issued upon any exchange or
transfer shall be valid obligations of the District, evidencing the same debt, and entitled to the same
security and benefit under this Resolution as the Series A Bonds surrendered upon that exchange or
transfer.
Any Series A Bond surrendered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be cancelled by the Bond Registrar. The District and the County may at
any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered
Series A Bonds that the District and the County may have acquired in any manner whatsoever, and
those Series A Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the
surrender and cancellation of Series A Bonds shall be made to the District and the County by the
Bond Registrar on or before February 1 and August 1 of each year. The cancelled Series A Bonds
shall be retained for six years, then returned to the District or destroyed by the Bond Registrar as
directed by the District.
Neither the District, the County nor the Bond Registrar will be required (a) to issue or
transfer any Series A Bonds during a period beginning with the opening of business on the 15th
business day next preceding either any Bond Payment Date or any date of selection of Series A
Bonds to be redeemed and ending with the close of business on the Bond Payment Date or any 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.
SEC ON S. PATment Payment of interest on any Current Interest Bond on any Bond
Payment Date shall be made to the person appearing on the registration books of the Bond Registrar
as the Owner thereof as of the Record Date immediately preceding such Bond Payment Date, such
interest to be paid by check mailed to such Owner on the Bond Payment Date at his address as it
appears on such registration books or at such other address as he may have filed with the Bond
Registrar for that purpose on or before the Record Date. The Owner in an aggregate Principal
Amount or Maturity Value of$1,000,000 or more may request in writing to the Bond Registrar that
such Owner be paid interest by wire transfer to the bank and account number on file with the Bond
Registrar as of the Record Date. The principal, and redemption price, if any, payable on the Current
Interest Bonds and the Accreted Value and redemption price, if any, on the Capital Appreciation
11
DOCSS"61 a9v312a3a 1,0002
Bonds shall be payable upon maturity or redemption upon surrender at the principal office of the
Bond Registrar. The interest,Accreted Value,Principal and premiums, if any, on the Series A Bonds
shall be payable in lawful money of the united States of America. The Bond Registrar is hereby
authorized to pay the Series A Bonds when duly presented for payment at maturity, and to cancel all
Series A Bands upon payment thereof. The Series A Bonds are general obligations of the District
and do not constitute an obligation of the County except as provided in this Bond Resolution. No
part of any fund of the County is pledged or obligated to the payment of the Series A Bonds.
SECTION 9. Form of Serig,A Bends. The Series A Bonds shall be in substantially
the following forms,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 Purchase Contract.
12
nocssFl36140V3174341.0002
(Form of Current Interest Bond)
REGISTERED REGISTERED
NO. $
ACALANES UNION HIGH SCHOOL DISTRICT
CONTRA COSTA COUNTY,CALIFORNIA
ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES A
INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP
%per annum August 1,20_ Date of Delivery
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT:
The Acalanes Union High School District(the"District") in Contra Costa County, California
(tile "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 until the Principal Amount is paid or provided for at the Interest Rate stated above, on
February 1 and August 1 of each year (the "Bond Payment Dates'), commencing February 1, 2004.
This bond will bear interest from the Bond Payment Date next preceding the date of authentication
hereof unless it is authenticated as of a day during the period from the 16th day of the month next
preceding any Bond Payment Date to the Bond Payment Date, inclusive, in which event it shall bear
interest from such Bond Payment Date, or unless.it is authenticated on or before January 15, 2004, in
which event it shall bear interest from the Date of Delivery. Principal and interest 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 (or, if applicable, one or more predecessor bonds) is registered
(the "Registered Owner") on the Register maintained by the Bond Registrar, initially
[City, State]. Principal is payable upon presentation and surrender of this
bond at the principal ofce of the Bond Registrar. Interest is payable by check or draft mailed by the
Bond Registrar on each Bond Payment Date to the Registered Owner of this bond (or one or more
predecessor bonds) as shown and at the address appearing on the Register at the close of business on
the 15th day of the calendar month next preceding that Bond Payment Date (the "Record Date").
The Owner of Current Interest Bonds in the aggregate principal amount of$1,000,000 or more may
request in writing to the Bond Registrar that the Owner be paid interest by wire transfer to the bank
and account number on file with the Bond Registrar as of the Record Date.
This bond is one of an authorization of$ of bonds approved for the purpose of
raising money to repair and construct classrooms and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the laws
of the State of California, and the requisite fifty-five percent vote of the electors of the District cast at
13
D0053F136140v3124341.4002
a special election held on November 5, 2002, upon the question of issuing bonds in the amount of
$44,000,000 and the resolution of the Board of Trustees of the District adopted on March 5, 2003
(the"District Resolution")and the resolution of the County Board of Supervisors adopted on April 1,
2003 (the "Bond Resolution"). This bond and the issue of which this bond is one are payable as to
both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject
to such taxes in the District, which taxes are unlimited as to rate or amount in accordance with
California Education Code Sections 15250 and 15252. The bonds of this issue are general
obligations of the District and do not constitute an obligation of the County except as provided in the
Bond Resolution. No part of any fund of the County is pledged or obligated to the payment of the
bonds of this issue.
The bonds of this issue are comprised of$ principal amount of Current Interest
Bonds, of which this bond is a part (a"Current Interest Bond"), and Capital Appreciation Bonds of
which $ represents the Denominational Amount and $ represents the Maturity
Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount(as defined in the Bond Resolution) and in authorized denominations at the principal office
of the Bond Registrar in San Francisco, California, by the Registered Owner or by a person legally
empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the terms, limitations
and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the
transferor. The District, the County and the Bond Registrar 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 Bond
Registrar shall be affected by any notice to the contrary.
Neither the District, the County nor the Bond Registrar will be required (a) to issue or
transfer any bond during a period beginning with the opening of business on the 15th business day
next preceding either any Bond Payment Date or any date of selection of bonds to be redeemed and
ending with the close of business on the Bond Payment Date or 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.
The Current Interest Bonds maturing on or before August 1, 20� are not subject to
redemption prior to their fixed maturity dates. The Current Interest Bonds maturing on or after
August 1, 20 are subject to redemption on or after August 1,20_at the option of the District as a
whole or in part on any date at the following Redemption Prices (expressed as percentages of the
Principal Amount of the Current Interest Bonds to be redeemed)plus interest accrued thereon to the
dates fixed for redemption.
RodcM2t on Periods Redem rtion Prices
August 1,20�through July 31,20 2010
� 10
August 1,20 through July 31,26--
August 1,20�and thereafter 100
14
nocssr\361tz4s41.o00z
The Current Interest Bonds maturing on August 1,20�are subject to mandatory redemption
from moneys in the Debt Service Fund prior to their stated maturity date, at the Principal Amount
thereof without premium on each August 1, on and after August 1, 20_, in the Principal Amounts as
set forth in the following table:
Redemption Dates Principal Amounts
TOTAL, $
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: If less
than all of the bonds stated to mature on different dates shall be called for redemption, the particular
bonds or portions thereof to be redeemed shall be called in any order of maturity selected by the
District or, if not so selected,in the inverse order of maturity.
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 Bond Registrar and the Registered
Owners, and the terms and conditions upon which the bonds are issued and secured The Registered
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 occur and 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 form 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 not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
15
DOCSSM36140vM4341.0002
IN WITNESS WHEREOF,the Acalanes Union 11igh 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 Chairperson of the Board of Supervisors of
the County and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of
the County to be affixed hereto, all as of the date stated above.
[SEAL]
CONTRA COSTA COUNTY,CALIFORNIA
By: I ffminuile Sigltu ) -
Chairperson,Board of Supervisors
By: acsimile Signabgel
Treasurer-Tax Collector
COUNTERSIGNED:
(1~acsimile Si tore
Clerk,Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on May 2003.
[form of botd only do not siml
Bond Registrar
16
DOCSSM6140v3124341.0002
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and zip code of Transferee):
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof,with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the within bond in every particular, without alteration or any change
whatever,and the signature(s)must be guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying
number of Assignee:
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 OTHERWISE BY
OR. TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
LEGAL OPINION
The following is a true copy of the opinion rendered by Stradling Yocca Carlson&Rauth, a
Professional Corporation in connection with the issuance of, and dated as of the date of the original
delivery of,the bonds. A signed copy is on file in my office.
,�lFaimilg� I
Clerk,Board of Supervisors
17
DOCS91,36140v3124341.0002
(Form of Capital Appreciation Bond)
REGISTERED REGISTERED
NO. $
ACALANES UNION HIGH SCHOOL DISTRICT
CONTRA COSTA COUNTY,CALIFORNIA
ELECTION OF 2002 GENERAL OBLIGATION BOND,SERIES A
ACCRETION RATE: MATURITY DATE: DATED AS OF: CU-SIP
August 1,20_ Date of Delivery
REGISTERED OWNER: CEDE&CO.
DENOMINATIONAL AMOUNT:
MATURITY VALUE:
The Acalanes Union High School District(the"District') in Contra.Costa County, California
(the "County's), for value received, promises to pay to the Registered Owner named above, or
registered assigns, the Maturity Value on the Maturity Date, each as stated above, such Maturity
Value being comprised of the Denominational Amount and interest accreted thereon. This bond will
not bear current interest but will accrete interest, compounded on each February 1 and August 1,
commencing August 1, 2003, and, at the Accretion Rate specified above to the Maturity Date,
assuming that in any such semiannual period the sum of such compounded accreted interest and the
Denominational Amount (such sum being herein called. the "Accreted Value's) increases in equal
daily amounts on the basis of a 360-day year consisting of twelve 30-day months. Accreted Value
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 (or, if
applicable, one or more predecessor bonds) is registered (the "Registered Owners) on the Register
maintained by the Bond Registrar, initially , [City, State]. Accreted Value
and redemption premium, if any, are payable upon presentation and surrender of this bond at the
principal office of the Bond Registrar.
This bond is one of an authorization of$ of bonds approved for the purpose of
raising money to repair and acquire District facilities and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the laws
of the State of California,and the requisite fifty-five percent vote of the electors of the District cast at
an election held on November 5, 2002, upon the question of issuing bonds in the amount of
$44,000,000 and the resolution of the Board of Trustees of the District adopted on March 5, 2003
(the"District Resolution's)and the resolution of the County Board of Supervisors adopted on April 1,
2003 (the `Bond Resolution'). This bond and the issue of which this bond is one are payable as to
18
DOCSsFL361400\24341.0002
both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject
to such taxes in the District, which taxes are unlimited as to rate or amount in accordance with
California Education Code Sections 15250 and 15252. The bonds of this issue are general
obligations of the District and do not constitute an obligation of the County except as provided in the
Bond Resolution. No part of any fund of the County is pledged or obligated to the payment of the
bonds of this issue.
The bonds of this issue are comprised of$ principal amount of Current Interest
Bonds (each a "Current Interest Bond"), and Capital Appreciation Bonds, of which this bond is a
part, in the Denominational Amount of$ and the Maturity Value of$
This bond is not subject to optional redemption prior to maturity.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount(as defined in the BondResolution) and in authorized denominations at the principal office
of the Bond Registrar,by the Registered Owner or by a person legally empowered to do so,in a form
satisfiwtory to the Bond Registrar, all subject to the terms, limitations and conditions provided in the
Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Bond Registrar 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 Bond Registrar shall be affected by any
notice to the contrary.
Neither the District, the County nor the Bond Registrar will be required (a) to issue or
transfer any bond during a period beginning with the opening of business on the 15th business day
next preceding either any Bond Payment Date or any date of selection of bonds to be redeemed and
ending with the close of business on the Bond Payment Date or 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.
The bonds maturing on August 1, 24®are subject to mandatory redemption from moneys in
the Debt Service Fund prior to their stated maturity date, at the Accreted Value thereof without
premium on the dates and in the Accreted Value as set forth in the following table.
19
nOcssM61400\2 asai.0002
Red tion Dates Accreted Values
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 Capital Appreciation Bonds
of this series,the rights,duties and obligations of the District, the County,the Bond Registrar and the
Registered Owners, and the terms and conditions upon which the bonds are issued and secured The
Registered 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 occur and 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 form 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 fill faith and credit of the District are hereby pledged.
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has been
signed.
20
DOCSS L'#61400\24341.0002
IN WITNESS WHEREOF,the Acalanes Union High.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 Chairperson of the Board of Supervisors of
the County and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of
the County to be affixed hereto, all as of the date stated above.
[SEAL]
CONTRA COSTA COUNTY,CALIFORNIA
By: Facsimile Signato)
Chairperson,Board of Supervisors
By: (Facsimile Signature)
Treasurer-Tax Collector
COUNTERSIGNED:
(Facsimile Signature)
Clerk,Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on May�,2003.
jform o borul only, dry not si8n1 �
Bond Registrar
21
n0css1M4341.0002
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and ZIP code of Transferee):
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the boobs for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within bond in every particular,without alteration or by
any change whatever, and the signature(s) must be guaranteed by an eligible
guarantor institution.
Social Security Number,Taxpayer Identification Number or other identifying number
of Assignee:
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 BEREOF FOR VALUE OR OTITERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof: Cede & Co., has an
interest herein.
LEGAL OPINION
The following is a true copy of the opinion rendered by Stradling Yocca Carlson&Rauth, a
Professional Corporation in connection with the issuance o� and dated as of the date of the original
delivery of,the bonds. A signed copy is on file in my office.
.f inm§So) a
Clerk,Board of Supervisors
22
ooess z U4341.0=
Sol"
A A
A
TAM A#1 t�49"�404,
A A
A A
A A A A
...............
Requirement") pursuant to Section 148 of the Code and the Treasury Regulations promulgated
thereunder(the"Treasury Regulations"). Such amounts shall be free and clear of any lien hereunder
and shall be governed by this Section and by the Tax Certificate to be executed by the District.
(b) Within 45 days of the end of each fifth Bond Year(as such term is defined in the Tax
Certificate), (1) the District shall calculate or cause to be calculated with respect to the Series A
Bonds the amount that would be considered the "rebate amount" within the meaning of Section
1.148-3 of the Treasury Regulations, using as the"computation date"for this purpose the end of such
Bond Year, and(2)the District shall deposit to the Rebate Fund from amounts on deposit in the other
funds established hereunder or from other District fiends, if and to the extent required, amounts
sufficient to cause the balance in the Rebate Fund to be equal to the"rebate amount' so calculated.
The District shall not be required to deposit any amount to the Rebate Fund in accordance with the
preceding sentence, if the amount on deposit in the Rebate Fund prior to the deposit required to be
made under this subsection (b) equals or exceeds the"rebate amount" calculated in accordance with
the preceding sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted
under subsection (g) of this Section. The District shall not be required to calculate the "rebate
amount" and shall not be required to deposit any amount to the Rebate Fund in accordance with this
subsection (b), with respect to all or a portion of the proceeds of the Series A Bonds (including
amounts treated as proceeds of the Series A Bonds) (1)to the extent such proceeds satisfy the
expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code or Section
1.148-7(d) of the Treasury Regulations, whichever is applicable, and otherwise qualify for the
exception to the Rebate Requirement pursuant to whichever of said sections is applicable, (2) to the
extent such proceeds are subject to an election by the District under Section 148(f)(4)(CXvii) of the
Code to pay a one and one-half percent(1 lz%)penalty in lieu of arbitrage rebate in the event any of
the percentage expenditure requirements of Section 148(f)(4KC)are not satisfied, or(3)to the extent
such proceeds qualify for the exception to arbitrage rebate under Section 148(#)(4)(A)(ii)of the Code
for amounts in a"bona fide debt service fund." In such event, and with respect to such amounts,the
District shall not be required to deposit any amount to the Rebate Fund in accordance with this
subsection(b).
(c) Any funds remaining in the Rebate Fund after redemption of all the Series A Bonds
and any amounts described in paragraph (2) of subsection (d) of this Section, or provision made
therefor satisfactory to the District, including accrued interest, shall be remitted to the District.
(d) Subject to the exceptions contained in subsection (b) of this Section to the
requirement to calculate the"rebate amount' and make deposits to the Rebate Fund,the District shall
pay to the United States,from amounts on deposit in the Rebate Fund,
(1) not later than 60 days after the end of(i) the fifth Bond Year, and (ii) each
fifth Bond Year thereafter, an amount that, together with all previous rebate payments, is
equal to at least 90% of the "rebate amount" calculated as of the end of such Bond Year in
accordance with Section 1.148-3 of the Treasury Regulations;and
(2) not later than 60 days after the payment of all Series A Bonds, an amount
equal to 100%of the"rebate amount" calculated as of the date of such payment(and any
income attributable to the "rebate amount" determined to be due and payable) in
accordance with Section 1.148-3 of the Treasury Regulations. In the event that, prior to
24
DOCSSF13614OV3�4341,0002
the time any payment is required to be made from the Rebate Fund,the amount in the Rebate
Fund is not sufficient to make such payment when such payment is due, the District shall
calculate (or have calculated) the amount of such deficiency and deposit an amount equal to
such deficiency into the Rebate Fund prior to the time such payment is due.
(e) Each payment required to be made pursuant to subsection(d) of this Section shall be
made to the Internal Revenue Service Center, Ogden, Utah, on or before the date on which such
payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, such form to
be prepared or caused to be prepared by the District.
(f) In the event that immediately following the calculation required by subsection(b) of
this Section,but prior to any deposit made under said subsection,the amount on deposit in the Rebate
Fund exceeds the "rebate amount" calculated in accordance with said subsection, the District shall
withdraw the excess from the Rebate Fund and credit such excess to the Debt Service Fund.
(g) The District shall retain records of all determinations made hereunder until six years
after the complete retirement of the Series A Bonds.
(h) Notwithstanding anything in this Resolution to the contrary, the rebate Requirement
shall survive the payment in full or defeasance of the Series A Bonds.
SECTION 13. 5MUrity for the Series A Bonds. There shall be levied on all the taxable
property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually
during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal and
Accreted Value of and interest on the Series A Bonds when due, which moneys when collected will
be placed in the Debt Service Fund of the District,which fund is irrevocably pledged for the payment
of the principal and Accreted Value of and interest on the Series A Bonds when and as the same fall
due.
The moneys in the Debt Service Fund, to the extent necessary to pay the principal and
Accreted Value of and interest on the Series A Bonds as the same become due and payable, shall be
transferred by the Treasurer-Tax Collector to the Bond Registrar which, in turn, shall pay such
moneys to DTC to pay the principal and Accreted Value of and interest on the Series A Bonds. DTC
will thereupon make payments of principal and Accreted value and interest on the Series A Bonds to
the DTC Participants who will thereupon make payments of principal and Accreted Value and
interest to the beneficial owners of the Series A Bonds. Any moneys remaining in the Debt Service
Fund after the Series A Bonds and the interest therm have been paid,or provision for such payment
has been made, shall be transferred to the General Fund of the District, pursuant to the Education
Code Section 15234.
SECTION 14. Arbitrage CoW t The County acknowledges that the District has
covenanted that it will restrict the use of the proceeds of the Series A Bonds in such manner and to
such extent, if any, as may be necessary, so that the Series A Bonds will not constitute arbitrage
bonds under Section 148 of the Code and the applicable regulations prescribed under that�ection or
any predecessor section. Calculations for determining arbitrage requirements are the sole
responsibility of the District.
25
DOCSSF\361400\24341.4042
SECTION 18. Conditions Precede-a Based in part on representations of the District,
this Board determines that all acts and conditions necessary to be performed by the Board or to have
been met 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 law; 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 16. Official Statement. The Underwriter is hereby authorized to prepare a
Preliminary Official Statement and an Official Statement relating to the Series A Bonds to be used in
connection with the offering and sale of the Series A Bonds. The District and the Underwriter are
hereby authorized to distribute copies of the Preliminary Official Statement and the Official
Statement to persons who may be interested in the purchase of the Series A Bonds and is directed to
deliver copies of any final Official Statement to the purchaser of the Series A Bonds, in such time
and manner as to conform with the requirements of Rule 15c2-12 of the Securities and Exchange
Commission.
SECTION 17. 1 w- urm In the event the District purchases bond insurance for the
Series A Bonds, and to the extent that the Bond Insurer makes payment of the principal, interest or
Accreted Interest on the Series A Bonds, it shall become the owner of such Series A Bonds with the
right to payment of principal, interest or Accreted Interest on the Series A Bonds, and shall be fully
subrogated to all of the Owners' rights, including the Owners' rights to payment thereof. To
evidence such subrogation (i) in the case of subrogation as to claims that were past due interest
components, the Bond Registrar shall note the Bond Insurer's rights as subrogee on the registration
books for the Series A Bonds maintained by the Bond Registrar upon receipt of a copy of the
cancelled check issued by the Bond Insurer for the payment of such interest to the Owners of the
Series A Bonds, and (ii) in the case of subrogation as to claims for past due Principal or Accreted
Value, the Bond Registrar shall note the Bond Insurer as subrogee on the registration books for the
Series A Bonds maintained by the Bond Registrar upon surrender of the Series A Bonds by the
Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer.
SECTION 18. R ce. All or any portion of the outstanding maturities of the
Series A Bonds may be defeased prior to maturity in the following ways:
(a) by irrevocably depositing with an independent escrow agent selected
by the District an amount of cash which together with amounts then on deposit in the Debt
Service Fund (as hereinafter defined) is sufficient to pay all Series A Bonds outstanding and
designated for defeasance, including all principal and interest and premium, if any;or
(b) United States Obli ns: by irrevocably depositing with an independent
escrow agent selected by the District noncallable United States Obligations together with
cash, if required, in such amount as will, in the opinion of an independent certified public
accountant, together with interest to accrue thereon and moneys then on deposit in the Debt
Service Fund together with the interest to accrue thereon, be fully sufficient to pay and
discharge all Series A Bonds outstanding and designated for defeasance (including all
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vocssr 361400i2asar.00m
principal and interest represented thereby and prepayment premiums, if any)at or before their
maturity date;
then, notwithstanding that any of such Series A Bonds shall not have been surrendered for payment,
all obligations of the District with respect to all such designated outstanding Series A Bonds shall
cease and terminate, except only the obligation of the Bond Registrar or an independent escrow agent
selected by the District to pay or cause to be paid from funds deposited pursuant to paragraphs (a)or
(b) of this Section, to the owners of such designated Series A Bonds not so surrendered and paid all
sums due with respect thereto.
For purposes of this Section,United States Obligations shall mean:
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 interests must be limited to circumstances where(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 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 may be obligated; provided that such obligations are rated or assessed
"AAA' by Standard & Poor's, a Division of the McGraw-Hill Companies, or "Aaa" by Moody's
Investors Service.
SECTION 19. Indemnification of County. The County acknowledges and relies upon
the fact that the District has represented that it shall indemnify and hold harmless, to the extent
permitted by law,the County and its officers and employees ("Indemnified Parties"), against any and
all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may
become subject because of action or inaction related to the adoption of this Resolution, or related to
the proceedings for sale, award, issuance and delivery of the Series A Bonds in accordance herewith
and with the District Resolution, and that the District shall also reimburse any such Indemnified
Parties for any legal or other expenses incurred in connection with investigating or defending any
such claims or actions.
SECTION 20. Q r Acdom, 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 21. Reso-hWon to Trea yntT" Co or. The Clerk of this Board is
hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of the
County immediately following its adoption.
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DOCSSM6140v3\24341.0002
SECTION 22. E#!'cctive Date. This Resolution shall take effect immediately upon its
passage-
PASSED
e.PASSED AND ADOPTED this 25th day of March,2003,by the following vote:
AYES: Supervisors Gioia, Uilkema, Glover and DeSaulnier
NOES: None
ABSENT": None
ABSTENTIONS: None
DISTRICT III SEAT VACANT
CONTRA COSTA COUNTY,CALEFORNIA
Chairperson,Board of Supervisors
Attest:
By. 4
Clerk,Board of Supervisors
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3oocssF136140v3\24341.0002
CLERK'S CERTIFICATE
I, Gina Martin n Clerk of the Board of Supervisors of Contra Costa
County, California,hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular
meeting place thereof on March 25, 2003 of which meeting all of the members of the Board of said
County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and of
record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its adaption,
and the same is now in full force and effect.
Dated:March 25 ,2003
Clerk of the Board of Supervisors
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DOCS 36140024341.4402