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HomeMy WebLinkAboutRESOLUTIONS - 01012004 - 2004-396 Quint&'Thimmig LLP 06/10/04 06/16/04 O NU OF CONTRA CQSTA RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE AND SALE OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES C,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$70,000,000 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 West Contra Costa Unified School District,Contra Costa County, California (the "District"), on March 5, 2002, at which the following proposition summary was submitted to the electors of the District: "By approval of this proposition by at least 55% of the registered voters voting on the proposition, the West Contra Costa Unified School District shall be authorized to issue and sell bonds of up to $300,000,000 in aggregate principal amount to provide financing for the specific school facilities projects listed in the Bond Project List attached hereto as Exhibit A,and in order to qualify to receive State matching grant funds,subject to all of the accountability safeguards specified below." WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds(the"Bonds");and WHEREAS, the District has previously issued and sold its $30,000,000 aggregate principal amount of the Bonds,designated "West Contra Costa Unified School District General Obligation Bonds,Election of 2002,Series A;" WHEREAS, the District has also previously issued and sold its $100,000,000 aggregate principal amount of the Bonds, designated "West Contra Costa Unified School District General Obligation Bonds,Election of 2002,Series B;" WHEREAS, the Board has received a resolution of the Board of Education of the District adopted on June 16, 2004 (the "District Resolution"), requesting the issuance of a third series of Bonds, to be entitled "West Contra Costa Unified School District (Contra Costa County, California), General Obligation Bonds, Election of 2002, Series C," in an aggregate principal of not to exceed$70,000,000(the"Series C Bonds"); 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 bands of the District,and the indebtedness of the District, including the proposed issue of Series C Bonds, is within all limits prescribed by law;and WHEREAS, there have been submitted and are on file with the Clerk of the Board proposed forms of an Official Notice of Sale of Bonds,a Notice of intention to Sell Bonds and an Official Statement,all with respect to the Series C Bonds proposed to be sold;and NOW, THEREFORE, it is hereby RESOLVED, by the Board of Supervisors of Contra Costa County,California,as follows: 23011.07 RESOLUTION NO. 2004/396 Section 1.qtr ain D f9nifms As used in this Resolution, the terms set forth below shall have the meanings ascribed to them (unless otherwise set forth in the Official Notice of Sale, hereinafter defined): "Accreted Interest" means, with respect to the Capital Appreciation Bands, the Accreted Value thereof minus the Denominational Amount thereof as of the date of calculation. "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, 2005 (unless otherwise provided in the Official Notice of Sale)), 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. "Bond Payment Date" means,with respect to the Current Interest Bonds, February 1 and August 1 of each year commencing February 1,2005,with respect to the interest on the Current Interest Bonds and August 1, of each year commencing August 1, 2006, 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. "Bond Register" means the registration books for the Series C Bonds maintained by the Paying Agent. "Capital Appreciation Bonds"means the Series C Bonds the interest component of which is compounded semiannually on each Bond Payment Bate to maturity as shown in the table of Accreted Value for such Series C Bonds in the Official Statement. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Series C Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Current Interest Bonds" means the Series C Bonds the interest on which is payable semiannually on each Bond Payment Date specified for each such Series C Bond as designated and maturing in the years and in the amounts set forth in the Official Notice of Sale. "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. "Information Services" means Financial Information, Inc.'s "Daily Called Band Service," 30 Montgomery Street, 10th Floor,jersey City, NJ 07302, Attention: Editor; Mergent/FIS, Inc., 5250--77 Center Drive,Charlotte,NC 28217, Attention: Called Bond Dept.;Kenny S&P,55 Water Street, New York, NY 10041, Attention: Notification Department; and, in accordance with then current guidelines of the Securities and Exchange Commission; or to such other addresses and/or such other national information services providing information or disseminating notices of redemption of obligations similar to the Series C Bonds. "Maturity Value" means the Accreted Value of any Capital Appreciation Bond on its maturity date. -2- "Notice of Intention to Sell Bonds" means that certain Notice of Intention to Sell Bonds to be published in the Bond Buyer as required by section 53692 of the California Government Code. "Official Notice of Sale"means that certain Official Notice of Sale of Bonds to be circulated to prospective purchasers of the Series C Bonds. "Official Statement" means, collectively, the preliminary and final official statements prepared in connection with the offering and sale of the Series C Bonds. "Owner"or "Bond Owner" or "Owner of a Bond", or "Owner of a Series C Bond," or any similar term,means the person in whose name a Series C Bond shall be registered. "Paying Agent" means BNY Western Trust Company or any bank, trust company, national banking association or other financial institution appointed as paying agent for the Series C Bonds,in the manner provided in this Resolution. "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. "Project" means the specific school facilities projects listed in the Bond Project List attached to the ballot proposition for the Bonds, "Purchaser" means the purchaser of the Series C Bonds upon the competitive sale thereof. "Record Date"means the 15th day of the month preceding each Bond Payment Date. "Securities Depositories" means The Depository Trust Company, 55 Water Street, 50s' Floor, New York, NY 10041-0099 Attention: Call Notification Department, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the County may designate. "Series C Bonds" means the West Contra Costa Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2002, Series C, issued by the County pursuant to the Bond Resolution. „Term Bonds" means those Series C Bonds for which mandatory redemption dates have been established upon the sale thereof. "Transfer Amount" shall mean, with respect to any Outstanding Current Interest Bond, the Principal Amount and,with respect to any Capital Appreciation Bond,the Maturity Value. Section 2.Authorization of$C1j c E` Bonds.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 C Bonds. Section 3.Sale of the Series C Bonds, (a) Official Notice of Sale. An official notice of sale for the Series C Bonds,such notice to be substantially in accordance with the Official Notice of Sale on file with the Clerk of the Board, -3- updated as necessary to make current the information described therein(the"Official Notice of Sale"),is hereby approved. (b) Notice of Intention to Sett Bonds.A notice of intention,such notice to be substantially in accordance with the Notice of Intention to Sell Bonds on file with the Clerk of the Board, updated as necessary to make current the information described therein,is hereby approved. (c) Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series C Bonds shall be as specified in said Official Notice of Sale. (d) Furnishing of Official Notice of Sate. The Superintendent or the Assistant Superintendent-Fiscal Services of the District,or the designee thereof, and the financial advisor to the District, A. Lopez &Associates, LLC (the "Financial Advisor"), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of the Official Notice of Sale. (e) Receipt of Bids. The Financial Advisor is hereby authorized and directed,on behalf of the Treasurer-Tax Collector, to open the bids at the time and place specified in the Official Notice of Sale, to examine said bids for compliance with the Official Notice of Sale and to compute the bid with the lowest total true interest cost as provided in the Official Notice of Sale. In the event two or more bids setting forth identical interest rates and premium, if any, are received, the Financial Advisor, on behalf of the Treasurer-Tax Collector, may exercise its own discretion and judgment in making the award and may award the Series C Bands on a pro rata basis in such denominations as she shall determine. The Financial Advisor, on behalf of the Treasurer-Tax Collector,may, in its discretion,reject any and all bids and waive any irregularity or informality in any bid..The Financial Advisor,on behalf of the Treasurer-Tax Collector, shall award the Series C Bonds or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Section 4.des C Bond Terms. (a) Denomination; Interest; Dated Bates. The Series C 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, and with respect to the Capital Appreciation Bonds, $5,000 Maturity Value, or any integral multiple thereof (except that the first numbered Capital Appreciation Bond may be issued in a denomination such that the Maturity Value of such Capital Appreciation Bond shall not be in an integral multiple of$5,000). Each Capital Appreciation Bond shall be dated,and shall accrete Accreted 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 as of August 1, 2004, or such other date as shall appear in the Official Notice of Sale (the "Dated Date"), 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 January 15,2005, in which event it shall bear interest from the Dated Date. The Series C Bonds shall bear interest or accrete interest at a rate or rates such that the interest rate shall not exceed the maximum rate permitted by law. Interest shall be payable on the respective Bond Payment Dates. -4- The Capital Appreciation Bonds shall mature in the years and shall be issued in the aggregate Denominational Amount set forth in the Official Notice of Sale and shall have an interest rate and shall the Maturity Values shown in the Accreted Value Table attached to the Official Statement;provided, however, that in the event that the amount shown in such Accreted Value Table and the Accreted Value calculated by the District differ, the latter amount shall be the Accreted Value of such Capital Appreciation Bond. (b)Rgdemptian. (i) Optional .Redemption. The Current Interest Bonds shall be subject to optional redemption on the dates and at the redemption prices set forth in the Official Notice of Sale. The Capital Appreciation Bonds shall be subject to optional redemption on the dates and at the redemption prices set forth in the Official Notice of Sale. (ii) Mandatory Redemption. The Term Bonds shall be subject to mandatory redemption from moneys in the Interest and Sinking 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 Official Notice of Sale (iii) Selection of Bonds for Redemption. Whenever provision is made pursuant to Section 4(b)(i)hereof for the redemption of Series C Bonds and less than all Outstanding Series C Bonds are to be redeemed, the Paying Agent identified below, upon written instruction from the District, shall select Series C Bonds for redemption as so directed and if not directed, in inverse order of maturity. Within a maturity, the Paying Agent shall select Series C Bonds for redemption by lot. Redemption by lot shall be in such manner as the Paying Agent shall.determ.ine;provided,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. (iv) Notice of Redemption. When redemption is authorized or required pursuant to Section 4(b)(i) hereof, the Paying Agent,upon written instruction from.the District, shall give notice (a "Redemption Notice") of the redemption of the Series C Bunds. Such Redemption Notice shall specify: (A) the Series C Bonds or designated',portions thereof (in the case of redemption of the Series C Bonds in part but not in whole)which are to be redeemed, (B) the date of redemption, (C) the place or places where the redemption will be made,including the name and address of the Paying Agent,(D)the redemption price, (E) the CUSIP numbers (if any) assigned to the Series C Bonds to be redeemed, (F) the Bond numbers of the Series C Bonds to be redeemed in whole or in part and, in the case of any Series C Bond to be redeemed in part only, the Principal Amountof such Series C Bond to be redeemed, and (G) the original issue date, interest rate or Reoffering Yield and stated maturity date of each Series C 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 C 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 Paying Agent 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 -5- 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, (C) At least 30 but not more than 45 days prior to the redemption date, such Redemption Notice shall be givers by (1) registered or certified mail, postage prepaid, or (2) 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 C Bonds. Each check issued or other transfer of funds made by the Paying Agent for the purpose of redeeming Series C Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the Series C Bonds being redeemed with the proceeds of such check or other transfer. (v) Partial Redemption of Series C Bonds. Upon the surrender of any Series C Bond redeemed in part only,the Paying Agent shall execute and deliver to the Owner thereof a new Series C Bond or Bonds of like tenor and maturity and of authorized denominations equal in Transfer Amounts to the unredeemed portion of the Series C Bond surrendered. Such partial redemption shall be valid upon payment of the amount rewired 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 Interest and Sinking Fund, the Series C 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 C Bonds to be redeemed as provided in Section 4(b)(i) hereof, together with interest accrued to such redemption date, shall be held by the Paying Agent 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 C Bonds to be redeemed shall cease to accrue or accrete and become payable. All money held by or on behalf of the Paying Agent for the redemption of Series C Bonds shall be held in trust for the account of the Owners of the Series C Bonds so to be redeemed. All Series C Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 4 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 Bond purchased by the County or the District shall be canceled by the Paying Agent. (vii) Series C Bonds No Longer Outstanding. When any Series C Bonds (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this Resolution,or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the .Paying Agent, in form satisfactory to it, and sufficient moneys shall be held by the Paying Agent irrevocably in trust for the payment of the redemption price of such Series C 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 C Bonds shall no longer be deemed Outstanding and shall be surrendered to the Paying Agent for cancellation. Section S.Execution of Bonds. The Series C Bonds shall be signed by the manual or facsimile signatures of the Chairman of the Board of Supervisors, the Clerk of the Board and the -6- Treasurer-Tax Collector, and the seal of the County shall be reproduced thereon. No Series C 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 C Bond is signed by the Paying Agent as authenticating agent, that the Series C 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 6. A ointment ofI ayinr g Agent. BNY Western Trust Company is hereby appointed to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series C Bonds. The Treasurer-Tax Collector may contract with any third party to perform the services of Paying Agent under this Resolution. The fees and expenses of the Paying Agent shall be the responsibility of the District and, to the extent not paid from the proceeds of the sale of the Series C Bonds, may be paid in each year from the Interest and Sinking Fund of the District insofar as permitted by law including, specifically,section 15232 of the California Education Code. (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 7. Ea=eBl. Payment of interest on any Current Interest Bond on any Bond Payment Date shall be made to the person appearing on the Bond Register 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 the Bond Register or at such other address as he may have filed with the Paying Agent 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 Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date. The principal, and prepayment premiums, if any, payable on the Current Interest Bonds and the Accreted Value and prepayment premiums, if any, on the Capital Appreciation Bonds shall be payable upon maturity or redemption upon surrender at the principal office of the Paying Agent. The interest, Accreted Value, Principal and premiums, if any,on the Series C Bonds shall be payable in lawful money of the United States of America. The Paying Agent is hereby authorized to pay the Bonds when duly presented for payment at maturity, and to cancel all Series C Bonds upon payment thereof. The Series C Bonds are -7- _ 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 C Bonds. Section S.Band Registrationand Transfer. If the book entry system is no longer in effect as provided in Section 10, the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office the Bond Register. While such book entry system is in effect, such books need not be kept, as the Bonds will be represented by one Bond for each maturity registered in the name of Cede&Co.,as nominee for DTC(as hereinafter defined). Subject to the provisions of Section 7 above,the person in whose name a Series C Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series C 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 re ''stration may be changed as provided in this Section 8.All such payments shall be valid and effectual to satisfy and discharge the District's liability upon. the Series C Bonds, including interest,to the extent of the amount or amounts so paid. So long as any of the Series C Bonds remains outstanding, the District will cause the Paying Agent to maintain and keep at its principal office all books and records necessary for the registration,exchange and transfer of the Series C Bonds as provided in this Section 8.Subject to the provisions of Section 7, the person in whose name a Series C Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution.Payment of or on account of the Principal or Accreted Value of and premium,if any, and interest on any Series C 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 8. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series C Bonds,including interest,to the extent of the amount or amounts so paid. Any Series C Bond may be exchanged for Series C Bonds of like tenor, maturity and Transfer Amount upon presentation and surrender at the principal office of the Paying Agent, together with a request for exchange signed by the Owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. A Series C Bond may be transferred on the Bond Register only upon presentation and surrender of the Series C Bond at the principal office of the Paying Agent together with an assignment executed by the Owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent.Upon exchange or transfer, the Paying Agent shall complete,authenticate and deliver a new Series C Bond or Series C Bonds of like tenor and of any authorized denomination or denominations requested by the Owner equal to the Transfer Amount of the Series C Bond surrendered and bearing or accruing interest at the same rate and maturing on the same date. Capital Appreciation Bonds and Current Interest Bonds may not be exchanged for one another. If any Series C Bond shall become mutilated, the County, at the expense of the Owner of said Series C Bond, shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Series C Bond of like series, tenor and Transfer Amount in exchange and substitution for the Series C Bond so mutilated,but only upon surrender to the Paying Agent of the Series C Bond so mutilated.If any Series C Bond issued hereunder shall be lust,destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Paying Agent and, if such evidence be satisfactory to the Paying Agent and indemnity for the Paying Agent, the County and the District satisfactory to the Paying Agent shall be given by the Owner, the County,at the expense of the Owner of the Series C Bonds,shall execute, and the Paying Agent shall thereupon authenticate and deliver, a new Series C Bond of like tenor in lieu of and in -8- substitution for the Series C Bond so lost,destroyed or stolen (or if any such Series C Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Series C Bond the Paying Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Paying Agent). The Paying Agent may require payment of a reasonable fee for each new Series C Bond issued under this paragraph and of the expenses which may be incurred by the County and the Paying Agent. If manual signatures on behalf of the County are required in connection with an exchange or transfer, the Paying Agent shall undertake the exchange or transfer of Series C Bonds only after the new Series C Bonds are signed by the authorized officers of the County. In all cases of exchanged or transferred Series C Bonds, the County shall sign and the Paying Agent shall authenticate and deliver Series C Bonds in accordance with the provisions of this Resolution. All fees and costs of transfer shall be paid by the requesting party. These charges may be required to be paid before the procedure is begun for the exchange or transfer.All Series C 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 C Bonds surrendered upon that exchange or transfer. Any Series C Bond surrendered to the Paying Agent for payment, retirement, exchange, replacement or transfer shall be canceled by the Paying Agent.The District and the County may at any time deliver to the Paying Agent for cancellation any previously authenticated and delivered Series C Bonds that the District and the County may have acquired in any manner whatsoever,and those Series C Bonds shall be promptly canceled by the Paying; Agent.Written reports of the surrender and cancellation of Series C Bonds shall be made to the District and the County by the Paying Agent on or before .February 1 and August 1 of each year. The canceled Series C Bonds shall be retained for six years, then returned to the District or destroyed by the Paying Agent as directed by the District. Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer any Series C 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 C 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 C Bonds which have been selected or called for redemption in whole or in part. Section 9. Forms of JjQnda.The Series C Bonds shall be in substantially the forms set forth in Exhibits A and B attached hereto and incorporated herein,allowing those officials executing the Series C Bonds to make the insertions and deletions necessary to conform the Series C Bonds to this Resolution,and the Official Notice of Sale. Section 10. Book-Ennt y System Except as provided below, the Owner of all of the Series C Bonds shall be The Depository Trust Company,New Mork,New York ("DTC"),and the Series C Bonds shall be registered in the name of Cede &Co.,as nominee for DTC.The Series C Bonds shall be initially executed and delivered in the form of a single fully registered Series C Bond for each maturity date of each type of the Series C Bonds in the full aggregate principal amount of the Series C 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 C 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 C 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 -9- amount in respect of the principal or interest with respect to the Series C Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series C 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 C 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 C Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in 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 C 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 C Bonds. In such event, the County shall issue, transfer and exchange Series C 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 C 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 C 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 C Bonds evidencing the Series C Bonds to any DTC Participant having Series C Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series C Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series C 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 C Bond and all notices with respect to such Series C 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 C Bonds. Section 11. Establishment of Funds and Accounts: D .liv -ry of Series C Bonds: DDispo ition of Pro do of the&LiCs C Banda. (a) Establishment°f Funds and Accounts. (i) Building Fund. A fund, to be known as the "West Contra Costa Unified School District, General Obligation Bonds, Election of 2002, Series C,:Building Fund" (the "Building 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 solely for the purpose for which the Series C Bonds are being issued and shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. 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, known as the "West Contra Costa Unified School District, General Obligation Bonds, Election of 2002, Interest and Sinking Fund" (the "Interest and Sinking Fund"), previously created and established within the County Treasury for the Bonds is hereby continued and shall be utilized for the Series C Bonds. Moneys deposited therein shall be used only for payment of principal and interest on the Bonds. Any excess proceeds of the Series C Bonds not needed for the authorized purposes set forth herein for which the Series C Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal -10- and interest on the Series C Bonds at the direction of the District. If,after payment in full of the 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 11, any excess proceeds of the Series C Bonds not needed for the authorized purposes set forth herein for which the Series C 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. (iii) Costs of Issuance Fund. A fund, to be known as the "West Contra Costa Unified School District, General Obligation Bonds, Election of 2002, Series C, Costs of Issuance Fund" (the "Costs of Issuance Fund"),is hereby created and established by the Paying Agent, which fund shall be accounted for separate and distinct from all other funds and accounts held by the Paying Agent. Amounts on deposit in the Costs of Issuance Fuad 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 C 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 C 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 in a form similar to Exhibit C attached hereto. On February 1, 2005, all amounts remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom transferred by the Paying Agent to the Treasurer-Tax Collector for deposit in the Building Fund, and the Costs of Issuance Fund shall be closed. (b) Delivery of Series C Bonds. The proper officials of the County shall cause the Series C Bonds to be prepared and, following their sale, shall have the Series C Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series C 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 C Bonds. On the date of delivery of the Series C Bonds (the "Closing Date"), the proceeds of sale of the Series C Bonds shall be paid by the Purchaser to the Paying Agent which shall deposit or transfer such amounts as follows: (i) The Paying Agent shall transfer to the Treasurer-Tax Collector for deposit in the Interest and Sinking Fund an amount equal to the accrued interest on the Series C Bonds,and premium,if any,paid by the Purchaser, (ii) The Paying Agent shall deposit in the Costs of Issuance Fund the proceeds of the Series C 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 to the Treasurer-Tax Collector the remaining proceeds of the Series C Bonds for deposit in the Building Fund. Subject to federal tax restrictions, moneys in the funds created hereunder shall be invested in any lawful investment permitted by sections 16429.1 and 53601 of the California Government Code, in shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by section 53635 of the California Government Code, in the California -11- Local Agency Investment Fund ("LAIF"), or in a guaranteed investment contract with a financial institution or insurance company which has, at the date of execution thereof, one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations, or a claims paying ability, rated not lower than the second highest rating category (without regard to subcategories)by Standard &Poor's Ratings Services and Moody's Investors Service. Section 12. SourrPayment. 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 C Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series C 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 C 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 Bonds as the same become due and payable,shall be transferred by the County to the Paying Agent, as paying agent for the Bonds, as necessary to pay the principal of and interest on the Bonds. Section 13. ACknowlCdgM=t of Tax Covenants. The County acknowledges that the District has,in the District Resolution,covenanted to: (a) assure than the proceeds of the Series C Bond are not so used as to cause the Series C Bonds to satisfy the private business tests of section 141(b) of the Code (as hereinafter defined) or the private loan financing test of section 141(c)of the Code, (b) take no action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series C Bonds to be"federally guaranteed"within the meaning of section 149(b)of the Code; (c) take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series C Bond; (d)not take, or permit or suffer to be taken any action with respect to the proceeds of the Series C Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series C Bonds would have caused the Series C Bonds to be"arbitrage bonds"within the meaning of section 148 of the Code; (e) take all actions necessary to assure the exclusion of interest on the Series C Bonds from the gross income of the Owners of the Series C Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series C Bonds;and For purposes of this Section 13, the term "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series C Bonds or(except as otherwise referenced herein)as it may be amended to apply to obligations issued on the date of issuance of the Series C Bonds, together with applicable proposed,temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Section 14. Arkno3gledgme;nt of Continuing DisclQaurg Covenant, The County acknowledges that the District has, in the District Resolution,covenanted and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. -12- Section 15. Official Statement. The District is hereby authorized to prepare an official statement relating to the Series C Bonds to be used in connection with the offering and sale of the Series C 'Bonds. The District is hereby authorized to distribute copies of a preliminary Official Statement to persons who may be interested in the purchase of the Series C Bonds and is directed to deliver copies of the final Official Statement to the purchasers of the Series C Bonds, in such time and manner as to conform with the requirements of Rule 15c2-12 of the Securities and Exchange Commission. Section 16. I)efeasaneg. All or any portion of the outstanding maturities of the Series C Bonds may be defeased prior to maturity in the following ways: (a) Cash: by irrevocably depositing with the baying Agent or with:an independent escrow agent selected by the District and approved by the County an amount of cash which together with amounts then on deposit in the Interest and Sinking Fund is sufficient to pay all Series C Bonds outstanding and designated for defeasance, including all principal and interest and premium,if any;or (b) Defeasance Obligations: by irrevocably depositing with the Paying Agent or with an independent escrow agent selected by the District, Defeasance Obligations (hereinafter defined) 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 Interest and Sinking Fund together with the interest to accrue thereon,be fully sufficient to pay and discharge all Series C Bonds outstanding and designated for defeasance (including all principal and interest represented thereby and prepayment premiums,if any)at or before their maturity date; then, notwithstanding that any of such Series C Bonds shall not have been surrendered for payment, all obligations of the District and the County with respect to all such designated outstanding Series C Bonds shall cease and terminate,except only the obligation of the County and the Paying Agent or an independent escrow agent selected by the District and approved by the County to pay or cause to be paid from funds deposited pursuant to paragraphs (a)or (b) of this Section 16, to the Owners of such designated Series C Bonds not so surrendered and paid all sums due with respect thereto. For purposes of this Section 16(b), Defeasance Obligations shall mean: (a) cash; (b) non- callable direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury) or obligations the payment of principal of and interest on which are unconditionally guaranteed by, the United States of America (including State and Local Government Securities) ("Federal Securities"); (c) direct obligations of the United States of America which have been stripped by;the Department of the Treasury of the United States of America; (d) CATS, TIGRS and similar securities; (e) bonds, debentures,notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America: (i) direct obligations or fully ,guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank.; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) participation certificates of the General Services Administration; (v) guaranteed Title XI financings of the U.S. Maritime Administration; (vii) U.S. government guaranteed public housing notes and bonds; and (vii) project notes and local authority bonds of the U.S. Department of Housing and Urban Development; and (f) pre-refunded municipal obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date any in the notice, and (A) which are rated, based on the escrow, in the highest rating category of Moody's Investors Service or -13- Standard & Poor's Ratings Services or any successors thereto; or (B)(1) which are fully secured as to principal and interest and redemption premium, if any,by a fund consisting only of cash or Federal Securities,which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (2) which fund is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above,as appropriate. Section 17.b1ge scar; Acs and Cnnditiong. This Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the'issuing of the Series C 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 C Bonds have been perforated 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 C Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series C Bonds. Section 18. App_aval of Actions,Officers of the Board and County officials and staff to do any and all things and to are hereby authorized and directed,jointly and severally, execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series C 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 Liability. Notwithstanding anything to the contrary contained herein, in the Series C 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 C Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 12 hereof. Section 20. Cerlified Cgpy to Auditor-Controller. The Clerk of the Board of Supervisors is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. Section 21. EffectiveDate.This Resolution shall take effect immediately upon its passage. The foregoing resolution was on the 13th day of July, 2004, adopted by the Board of Supervisors of the County of Contra Costa ana ex-officio the governing body of all other special assessment and taxing districts,agencies and authorities for which said Board so acts. By rk of the Board of SupefvisoWof thal County of Contra.Costa -14- _. __. EXHIBIT C FORM OF REQUISITION FROM COSTS OF ISSUANCE FUND WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS Election of 2002,Series C REQUISITION NO._FOR DISBUR_SEMM FROM COSTS OF ISSTIANCE FUND The undersigned hereby states and certifies that: (i) that the undersigned is the duly appointed, qualified and acting Superintendent of the West Contra Costa Unified School District (the "District"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) pursuant to Section 11(a)(iii) of the resolution adopted by the Board of Supervisors of Contra Costa County on July 6, 2004 (the "County Resolution"), BNY Western Trust Company, as paying agent, is hereby requested to disburse cause the disbursement this date, from the Costs of Issuance Fund established under the County Resolution, to the payees set forth on Exhibit A attached hereto and by this reference incorporated herein, at the addresses identified thereon, the amount set forth opposite such payee for payment or reimbursement of Costs of Issuance; (iii) each item of cost identified herein has been properly incurred, constitutes payment of Costs of Issuance and has not been the basis of any previous disbursement; (iv) attached hereto is an invoice for each disbursement to be made pursuant to the Requisition;and (v) capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the County Resolution. Dated: 2004 WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT By Superintendent Exhibit C Page 1 EXHIBIT A TO REQUISITION FROM COSTS OF ISSUANCE FUND AmoUnt Exhibit C Page 2