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HomeMy WebLinkAboutMINUTES - 06071988 - 1.135 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. o r/,3,6 X RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF ANTIOCH UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1988 TAX AND REVENUE ANTICIPATION NOTES WHEREAS , pursuant to Sections 53850 et sere . of the Government Code of the State of California (the "Act" ) contained in Article 7 . 6 thereof, entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being July 1) , a school district may borrow money by issuing notes for any purpose for which the school district is authorized to expend moneys , including but not limited to current expenses , capital expenditures , and the discharge of any obligation or indebtedness of the school district; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the school district by the Board of Supervisors of the county, the county superintendent of which has jurisdiction over the school district, as soon as possible following the receipt of a resolution of the governing board of the school district requesting the borrowing; and WHEREAS , the County Superintendent of the County of Contra Costa (the "County" ) has jurisdiction over Antioch Unified School District (the "District" ) , and this Board of Supervisors of the County (the "County Board" ) has received a resolution of the Board of Education of the District (the "District Board" ) , being the governing board of the District, dated May 25 , 1988 , entitled "RESOLUTION OF THE BOARD OF EDUCATION OF ANTIOCH UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO 'ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Five Million Dollars ($5 , 000 , 000 ) at an interest rate not exceeding eight percent (8%) through the issuance by the County Board of .1988 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and WHEREAS, such - Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the 1 3012002/2 d L • fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year .1988-1989 in which issued; and WHEREAS, such Notes may not bear interest exceeding twelve percent (12%) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes , income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and the District Resolution specifies that certain unrestricted revenues that will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of $5 , 000 or integral multiples thereof , as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase therefor (hereinafter referred to) , as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in the District Resolution and herein, as required by Section 53853 of the Act; and WHEREAS, the County Board has found and determined that said $5, 000 , 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes , income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period 2 3012002/2 for which such taxes or other revenues are anticipated and during which such Notes are outstanding, all as provided in Section 1 . 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc . , as financial advisor (the "Financial Advisor" ) , has prepared a form of Contract of Purchase and has submitted said Contract of Purchase to this Board, which Contract of Purchase is on file with the Clerk of the County Board (herein called the "Contract of Purchase" ) ; and the Board desires an underwriter , as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , to purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the "Code" ) , under certain circumstances, certain obligations the interest on 'which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations , all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board has represented in the District Resolution that : ( 1) the Notes authorized by this resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities, has heretofore issued $-0- aggregate principal amount of obligations (other than those obligations described in paragraph 4 below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities will issue during the remainder of calendar year 1988 obligations (other than those obligations described in paragraph 4 below) the interest on which is exempt from federal income tax under to Section 103 of the Code which, when aggregated with all obligations described in paragraph 2 above, will not exceed an aggregate principal amount of $10 , 000, 000 ; and (4) notwithstanding paragraphs 2 and 3 above, the District and its subordinate entities may have issued in calendar year 3 3012002/2 t 1 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof . The County Board hereby determines to and shall issue in the name of the District, an amount not to exceed $5 , 000 , 000 principal amount of notes under Sections 53850 et sees . of the Act, designated "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5, 000 , or integral multiples thereof , as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) or , if such date is not a day on which banks in New York or California are open for business, on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis , at the rate or rates determined at the time of sale thereof, but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or Business Manager of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit B attached hereto and by reference . incorporated herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 3012002/2 I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes . (Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes , together with the interest thereon, shall be payable from taxes , income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor . The Notes shall be a general obligation of the District , and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor , as provided in the District Resolution and by law. (B) Pledged Revenues . As security for the payment of the principal of and interest on the Notes , as provided in the District Resolution, the District has pledged an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31 , 1988; and an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989, plus an amount sufficient to pay interest on the Notes , from unrestricted revenues received by the District in the month ending May 31 , 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes , income, revenue, cash receipts, and other money of the District as provided in Section 53856 of the Act , which are intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall .be payable from the first moneys received by the District from such Pledged Revenues as provided by law. 5 3012002/2 In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in any month, then the amount of such deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held by the County Treasurer/Tax Collector (the "Treasurer" ) in a special fund designated as the "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (herein called the "Repayment Fund" ) and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (D) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall , when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On the maturity date of the Notes , the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer , as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5 . Execution of Notes . The Treasurer, or a designated deputy thereof , is hereby authorized to sign the Notes manually or by facsimile signature, and the County Chairperson is hereby authorized to sign the Notes manually or by facsimile signature and the Clerk of the County Board (the "Clerk" ) is hereby authorized to countersign the Notes manually 6 3012002/2 or by facsimile signature, provided that at least one of the foregoing shall sign manually, and said Clerk is hereby authorized to affix the seal of the County Board thereto by facsimile impression thereof , and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The Contract of Purchase for the Notes is hereby approved and the Treasurer , or designated deputy thereof , or the County Chairperson is hereby authorized to execute and deliver a . Contract of Purchase, and the Business Manager of the District is hereby authorized and requested to acknowledge such Contract, substantially in the form attached hereto as Exhibit C, but with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designated deputy thereof, or the County Chairperson may approve, such approval to be conclusively evidenced by his execution and delivery thereof; provided, however, that the maximum interest rate on the Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further , that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer , an authorized deputy thereof, or the County Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $5 , 000 , 000 and to enter into and execute the Contract of Purchase with the Underwriter , if the conditions set forth in this Resolution are satisfied. Section 7 . Authorization of Preliminary Official Statement and Official Statement . The Financial Advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes , to be used in connection with the offering and sale of the Notes . The Superintendent, Business Manager or any authorized designee of such officers of the District, is hereby authorized and requested to execute and deliver the Official Statement . Section 8 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the- Notes to the Underwriter in accordance with the Contract of Purchase . All actions heretofore taken by the officers and agents of the County Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and ratified, and the officers of the County Board are hereby authorized and directed, for and in the name and on behalf of the County Board, to do any and all things and take any and all 7 3012002/2 actions and execute and deliver any and all certificates , agreements and other documents, including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and the resolution heretofore adopted by the District Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the County, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under the District Resolution in accordance with the law and for carrying out the provisions of the District Resolution and of this Resolution. Section 10 . Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds , determines and represents . Section 11 . Designation as Qualified Tax-Exempt Obligation. As provided in the District Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code . Section 12 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the County Board and the Treasurer are hereby authorized and directed to take such other actions as may be necessary to assist the District in designating such Notes as "qualified tax-exempt obligations, " including, if either deemed necessary or appropriate, placing a legend to such effect on the form of Note in such form as either deemed necessary or appropriate . 8 3012002/2 i PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 7th day of June, 1988 , by the following vote: AYES: Supervisors Powers , Fanden, McPeak, Torlakson, Schroder. NOES : None. ABSENT: None. By Chairperson Board of Supervisors Attest Phil Batchelor, CI"erk of the Board of Supervisors and County Administrator lerk, Board of Su ery sors 9 3012002/2 CLERK' S CERTIFICATE I , Jeanne Maglio, Clerk to the Board of Supervisors of the County of Contra Costa (the "County" ) , hereby certify as follows : The following 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 June 7, 1988, of which meeting all of the members of the Board of Supervisors 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 the Board of Supervisors ' office and the foregoing is a full, true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect . Dated: June 7 , 1988 Cler Board of Sup visors County of Contra Costa [Seal] 3012002/2 EXHIBIT A RESOLUTION NO. RESOLUTION OF THE BOARD OF EDUCATION OF ANTIOCH UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850 et she of the Government Code of the State of California (the "Act" ) contained in Article 7 . 6 thereof, entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being July 1) , the Antioch Unified School District (the "District" ) may borrow money by issuing notes for any purpose for which the District is authorized to expend moneys, including but not limited to current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the District by the Board of Supervisors of the county (the "County Board" ) , the county superintendent of which has jurisdiction over the District, as soon as possible following the receipt of a resolution of the governing board of the District requesting the borrowing; and WHEREAS, the County Superintendent of the County of Contra Costa (the "County") has jurisdiction over the District, and this Board of Education (the "District Board") , being the governing board of the District, hereby requests the borrowing of not to exceed Five Million Dollars ($5, 000, 000) at an interest rate not to exceed eight percent (8%) through the issue by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes") in the name of the District; and WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year 1988-1989 in which issued; and WHEREAS, such Notes may not bear interest to exceed twelve percent (120) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and 1 NUMATTER/419 WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes , income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and this Resolution specifies that certain unrestricted revenues which will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor , as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of ' $5 , 000 or integral multiples thereof, as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase ( as defined below) therefor , as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act; and WHEREAS, the District Board has found and determined that said $5, 000 , 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes , income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which such taxes or other revenues are anticipated and during which such notes are outstanding, all as provided in Section 1 . 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc . , as financial advisor, has prepared a form of Contract of Purchase and has submitted said Contract to this Board, which Contract of Purchase is on file with the Clerk of this Board (the "Contract of Purchase" ) ; and this Board desires to have an underwriter, 2 NUMATTER/419 as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986 , as amended (the "Code" ) , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations , " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board hereby represents that: ( 1 ) the Notes authorized by this Resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities , has heretofore issued $ aggregate principal amount of obligations (other than those obligations described in Paragraph (4) below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3 ) the District reasonably anticipates that it, together with its subordinate entities , will issue during the remainder of calendar year 1988 obligations (other than those obligations described in Paragraph (4) below) the interest on which is exempt from federal income tax under Section 103 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of $10, 000, 000; and (4 ) notwithstanding Paragraphs (2) and (3) above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; 3 NUMATTER/419 NOW, THEREFORE, the Board of Education of Antioch Unified School District hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof; Paying Agent . The District Board hereby requests the County Board to issue in the name of the District, an amount not to exceed $5, 000 , 000 principal amount of Notes under Sections 53850 et seg. of the Act, designated "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" (the "Notes" ) ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5, 000 , or integral multiples thereof, as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) , or if such date is not a day on which banks in New York or California are open for business, on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof , but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or Business Manager of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . This Board hereby approves the payment of the reasonable fees and expenses of the Paying Agent as they shall become due and payable. Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 NUMATTER/419 I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes . [Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds; No Arbitrage. The moneys so borrowed shall be deposited in the General Fund of the District . The District hereby covenants that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Notes are outstanding, the District, and all of its officers having custody or control of such proceeds , shall comply with all requirements of said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Notes, if required, to the Federal government, and of the Income Tax Regulations of the United States Treasury promulgated thereunder or under any predecessor provisions , to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds . " Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor . The Notes shall be a general obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. (B) Pledged Revenues . As security for the payment of the principal of and interest on the Notes, the District hereby pledges an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31 , . 1988; an amount equal to fifty percent ( 500) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989; plus an amount sufficient to pay interest on the Notes and any deficiency in the .amount 5 NUMATTER/419 required to be deposited during any prior month, from unrestricted revenues received by the District in the month ending May 31, 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes , income, revenue, cash receipts , and other money of the District as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues , as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Covenant Regarding Additional Short-term Borrowing. The District hereby covenants and warrants that it will not request the County Treasurer (the "Treasurer" ) to make temporary transfers of funds in the custody of the Treasurer to meet any obligations of the District during the 1988-1989 fiscal year pursuant to the authority of Article XVI , Section 6 of the Constitution of the State of California or any other legal authority. (D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held by the Treasurer in a special fund designated as the "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund" ) and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (E) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues 6 NUMATTER/419 deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District. On the maturity date of the Notes , the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer, as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5 . Execution of Notes . The District hereby requests the County Chairperson, or a designated deputy thereof, to sign the Notes manually or by facsimile signature, the Treasurer to sign the Notes manually or by facsimile signature, and the Clerk of the County Board (the "Clerk" ) to countersign the Notes manually or by facsimile signature (provided that at least one of the foregoing shall sign manually) ; the Clerk to affix the seal of the County thereto by facsimile impression thereof; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The form of Contract of Purchase for the Notes, substantially in the form attached hereto as Exhibit B, is hereby approved and the Treasurer , or a designated deputy thereof , or the County Chairperson, is hereby requested to execute and deliver the Contract of Purchase, and the Superintendent or the Business Manager of the District are each hereby authorized and requested to acknowledge such Contract of Purchase, if necessary, but with such changes therein, deletions therefrom and modifications thereto as the County Chairperson may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided that the maximum interest rate on the Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further, that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer , an authorized deputy thereof, or the Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $5 , 000 , 000 and to 7 NUMATTER/419 . f enter into and execute the Contract of Purchase with the Underwriter, and if the conditions set forth in this Resolution are satisfied. Section 7 . Authorization of Preliminary Official Statement and Official Statement . The financial advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . The Superintendent or the Business Manager of the District, are hereby authorized and requested to execute and deliver the Official Statement. Section 8. Delivery of Notes . The proper officers of the County Board are hereby requested to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. All actions heretofore taken by the officers and agents of the District Board with respect to the Notes are hereby approved, confirmed and ratified, and the officers of the District Board are hereby authorized and directed to do any and all things and take any and all actions including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions hereafter adopted by the County Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the District Board, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution. Section 10 . Recitals . All the recitals in this Resolution above are true and correct and this District Board so finds, determines and represents . Section 11. Designation as Oualified Tax-Exempt Obligation. The District Board hereby designates the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code. Section 12 . Action Re Oualified Tax-Exempt Obligation. Appropriate officials of the District are hereby authorized and directed to take such other actions as may be necessary to designate such Notes as "qualified tax-exempt obligations, " including, if either deemed necessary or appropriate, placing a 8 NUMATTER/419 legend to_ such effect on the form of Note in such form as either deemed necessary or appropriate. PASSED AND ADOPTED by the Board of Education of Antioch Unified School District this 25th day of May, 1988, by the following vote: AYES: NOES: ABSENT: President, Board of Education Antioch Unified School District Attest: Secretary, Board of Education Antioch Unified School District 9 NUMATTER/419 SECRETARY' S CERTIFICATE I , Secretary of the Board of Education of Antioch Unified School District, hereby certify as follows: The following is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Education of said District duly and regularly and legally, held at the regular meeting place thereof on May 25, 1988 , of which meeting all of the members of the Board of Education of said District 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 the Superintendent ' s office and the foregoing is a full , true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect . Dated: Secretary, Board of Education Antioch Unified School District [Seal] 10 NUMATTER/419 EXHIBIT B FORM OF THE NOTE ANTIOCH UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1988 TAX AND REVENUE ANTICIPATION NOTE No . $ July 1988 FOR VALUE RECEIVED, the Antioch Unified School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the holder hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on together with interest thereon at the rate of PERCENT ( o) per annum in like lawful money of the United States of America from the date hereof until payment in full of said principal SUM. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however , no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment . It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in. the aggregate principal amount of Dollars ($ ) , all of like date, tenor and effect, made, executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County of Contra B-1 3012002/2 t . Costa duly passed and adopted on 1988 , and a resolution of the Board of Education of the District duly passed and adopted on May 25 , 1988 , under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4 , Part 1 , Division 2 , Title 5 , California Government Code, and that all acts, conditions and things required to exist , happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the District , does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes , income, revenue, cash receipts and other moneys that are received by the District during fiscal year 1988-1989 . As security for the payment of the principal of and interest on the Notes the District has pledged an amount equal to fifty percent ( 50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31 , 1988; and an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989 , plus an amount sufficient to pay interest on the Notes from the unrestricted revenues of the District to be received in the month ending May 31 , 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) , and the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues , and to the extent not so paid shall be paid from any other moneys of the District lawfully available therefor . B-2 3012002/2 R . t IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of the Board of Supervisors by facsimile signature, and by its Treasurer by his manual signature, and countersigned by the Clerk of its Board of Supervisors by facsimile signature and has caused a facsimile of its official seal to printed hereon this day of 1988 . COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer/Tax Collector (SEAL) Countersigned By Clerk of the Board B-3 3012002/2 t , QUALIFIED TAX-EXEMPT OBLIGATION This Note has been determined to be a "qualified tax-exempt obligation" within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, by resolution of the District . B-4 3012002/2 R � c _ EXHIBIT C CONTRACT OF PURCHASE C-1 3012002/2 EXHIBIT C CONTRACT OF PURCHASE SCHOOL DISTRICT THE BOARD OF SUPERVISORS OF COUNTY STATE OF CALIFORNIA 1988 TAX AND REVENUE ANTICIPATION NOTES 1988 MEMBERS OF THE BOARD OF SUPERVISORS COUNTY, CALIFORNIA Gentlemen: The undersigned (collectively, the "Underwriter") , acting on behalf of ourselves, offer to enter into this agreement with the Board of Supervisors of County, California (the "Board") acting on behalf of School District (the "District") which, upon your acceptance hereof, will be binding upon the Board and the Underwriter. This offer is made subject to the written acceptance of this Contract of Purchase by the Board and acknowledgement by the District and the delivery of such acceptance to us at or prior to 11:59 P.M. , Pacific Time, on the date hereof. I 1. Purchase and Sale of the Notes. Upon the terms and conditions ' and in reliance upon the representations, warranties and agreements of the Board herein set forth, the Underwriter hereby agrees to purchase from the Board for reoffering to the public, and the Board hereby agrees to sell to Underwriter for such purpose, all (but not less than all) of $ in aggregate principal amount of the 1988 Tax and Revenue Anticipation Notes issued by the County in the name and on behalf of the District (the "Notes") . The Notes shall bear interest at a rate of % per annum, such interest being payable on maturity. The Underwriter shall purchase the Notes at an aggregate purchase price of $ 2. The Notes. The Notes shall be dated July , 1988, shall mature on July , 1989, and shall otherwise be as described 1 I herein, and shall be issued and secured pursuant to the Resolution of the Board adopted on , 1988 (the eNote Resolution") and Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) of the California Government Code (the "Act") . 3 . Use of Documents. The Board hereby authorizes the Underwriter to use, in connection with the offer and sale of the Notes, this Contract of Purchase, an official statement referring to the Notes in the form jointly approved by the Board, the District and the Underwriter (which, together with all appendices and supplements thereto and with such changes therein as are consented to by the District and the Underwriter, is herein called the "Official Statement") , the Note Resolution and all information contained herein and therein and all of the documents, certificates or statements furnished by the Board to the Underwriter in connection with the transaction contemplated by this Contract of Purchase. 4. Offering of the Notes. The Underwriter agrees to make a bona fide offering of all the Notes at the initial offering price or yield to be set forth on the cover page of the Official Statement. Subsequent to such initial offering, the Underwriter reserves the right to change such initial offering price or yield as it deems necessary in connection with the marketing of the Notes. 5. Delivery of Official Statement. At least one business day prior to the date of Closing referred to in section 6 hereof, the District and the Board shall deliver to the Underwriter three copies of the Official Statement in a form satisfactory to the Underwriter, dated as of the date of the Contract of Purchase, duly executed by an authorized officer of the District acting on behalf of the District, and, as promptly as practicable thereafter, such reasonable number of conformed copies as the Underwriter shall request. 6. Closing. At 10 A.M. , Pacific Time, on , 1988 or at such other time or on such other date as shall have been mutually agreed upon by the parties (the "Closing") , the Board will deliver to the Underwriter, at the office of Brown & Wood (the "Bond Counsel") in San Francisco or at such other place as may mutually be agreed upon, the Notes in definitive form, duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price thereof in immediately available funds to the order of the County ("the County") for the account of the District. The Notes will be made available for checking and packaging at the place i of Closing, two business days prior to the Closing. The Notes shall be in bearer form in denominations designated by the Underwriter at least five business days prior to Closing. If for any reason -2- whatsoever the Notes shall not have been delivered by the Board to the Underwriter prior to the close of business, Pacific Time on , 1988, then the obligation of the Board to sell Notes hereunder and of the Underwriter to purchase Notes hereunder shall terminate and be of no further force or effect except with respect to the obligations of the Board and the Underwriter under Section 11 hereof. 7. Representations. Warranties and Agreements of the County, The Board hereby represents, warrants and agrees with the Underwriters that: (A) The County is a political subdivision of the State of California (the "State") duly organized and validly existing under the laws of the State of California, with the power to issue the Notes pursuant to the Act. (B) (i) At or prior to the Closing, the Board will have taken all 'action required to be taken to authorize the issuance and delivery of the Notes; (ii) the Board will have full legal right, power and authority to issue and deliver the Notes to the Underwriter and to perform its obligations under each such document or instrument, and to carry out the Contract of Purchase and the Note Resolution; (iii) the execution and delivery or adoption of, and the performance by the Board of the obligations contained in, the Notes, the Note Resolution and this Contract of Purchase have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv) this Contract of Purchase has been duly executed and delivered and constitutes a valid and legally binding obligation of the Board; and (v) the Board has duly authorized the consummation of all transactions contemplated by the Contract of Purchase. (C) No consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate. (D) The Board has complied and will continue to comply in all respects with the Act. (E) The issuance of the Notes, the execution, delivery and performance of this Contract of Purchase, the Note Resolution and the Notes, and compliance with the provisions hereof and thereof do not conflict with or constitute on the part of the Board a violation of or default under, the Constitution of the State of California or any existing law, charter, ordinance, regulation, -3- decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the Board is a party or by which it is bound or to which it is subject. (F) As of the time of acceptance hereof, no action, suit, proceeding, hearing or investigation is pending or (to the knowledge of the Board) threatened against the Board: (i) in any way affecting the existence of the Board or in any way challenging the respective powers of the several offices or the titles of the officials of the County to such offices; or (ii) seeking to restrain or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of the sale of the Notes, or the collection of revenues or assets pledged or to be pledged or available to pay the principal of or the interest on the Notes, or the pledge thereof or in any way contesting or affecting the validity or enforceability of the Notes, this Contract of Purchase or the Note Resolution, or contesting the powers of the Board or its authority with respect to the Notes, the Note Resolution or this Contract of Purchase; or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the Board or the consummation of the transactions contemplated by this Contract of Purchase or the Note Resolution, (b) declare this Contract of Purchase to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exemption of the interest paid on the Notes from Federal income and California personal income taxation. (G) Between the date hereof and the Closing, without the prior written consent of the Underwriter, the Board will not have issued any bonds, notes or other obligations except for such borrowings as may be described in or contemplated by the Official Statement. (H) The Board has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Board is a bond issuer whose arbitrage certificates may not be relied upon. (I) Any certificates signed by any officer of the Board and delivered to the Underwriter shall be deemed a representation and warranty by the Board to the Underwriter as to the statements made therein but not of the person signing the same. 8. Covenants of the Board. The Board covenants and agrees with the Underwriter that: (A) The Board will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter if and as the Underwriter may reasonably request in order (i) to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate -4- a ' a and (ii) to determine the eligibility of the Notes for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Notes by the Underwriter. (B) The Board will apply the proceeds from the sale of the Notes for the purposes specified in the Note Resolution; and i (C) For a period of 90 days after the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of the Notes for resale, the Board will (a) not adopt any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Underwriter shall object in writing or which shall be disapproved in writing by the Underwriter and (b) if any event relating to or affecting the Board shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make any statements made in the Official Statement not misleading in light of the circumstances existing at. the time the Official Statement is delivered to a purchaser, forthwith prepare and furnish (at the expense of the District) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. 9. Conditions of ClosiD_q. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the Board contained herein and the performance by the Board of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's obligations under this Contract of Purchase are and shall be subject, at the option of the Underwriter, to the following further conditions as of the date of Closing: (A) The representations and warranties of the Board contained herein shall be true, complete and correct in all material respects at the date hereof and at and as of the date of Closing, as if made at and as of the date of Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of Closing; and the Board shall be in compliance with each of the agreements made by it in this Contract of Purchase; (B) At the time of the Closing, (i) the Official Statement, this Contract of Purchase and the Note Resolution shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; (ii) all actions under the Act which, in -5- 1 the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the Board shall perform or have performed all of its obligations required under or specified in the Note Resolution, this Contract of Purchase or the Official Statement to be performed at or prior to the date of Closing; (C) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Contract of Purchase (and not reversed on appeal or otherwise set aside) or, to the best knowledge of the Board, shall any action be pending or threatened which has any of the effects described in Section 7 (F) hereof or which contests in any way the completeness or accuracy of the Official Statement. (D) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, shall have been issued or made with the purpose or effect of prohibiting the issuance, offering or sale of the Notes as contemplated hereby and no legislation shall have been enacted, or a bill favorably reported for adoption, or a decision by a court established under Article III of the Constitution of the United States rendered, or a ruling, regulation, proposed regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or issued, to the effect that the Notes or any securities of the Board or of any political subdivision (as defined by Treasury Regulation Section I.103-1(b) and described in Section 103 (a) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder) are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or of the Trust indenture Act of 1939, as amended and as then in effect; (E) At or prior to the date of the Closing, the Underwriter shall receive two copies of the following documents in each case dated as of the Closing Date and satisfactory in form and substance to the Underwriter: (1) An approving opinion of Bond Counsel, as to the Notes, addressed to the Board; (2) Certificates signed by an appropriate official from the Board or the District to the effect that (i) the representations, agreements and warranties of the Board herein are true and correct in all material respects as of the date of Closing; (ii) the Board has complied with all the terms of the Note Resolution and this Contract of Purchase to be complied with by the Board prior to or concurrently with the date of Closing and such documents are in full force and effect; (iii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or public body, pending, or to his or her knowledge, threatened against the Board or the District which has any of the effects described in Section 7 (F) hereof or contesting in -6- Y any way the completeness or accuracy of the Official Statement (but in lieu of or in conjunction with such certification the Underwriter may, at its sole discretion, accept certificates or opinions of the County Counsel or Bond Counsel, that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein are without merit) ; and (iv) the District official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (3) Arbitrage certificate of the District in a form satisfactory to Bond Counsel; (4) Evidence satisfactory to the Underwriter that the Notes shall have been rated MIG- (or its equivalent) by Moody's Investors Service, Inc. , and that such rating has not been revoked or downgraded; (5) Certified copies of the Note Resolution and of the Resolution of the District requesting the issuance by the County Board of the Notes, adopted on , 1988; (6) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter may reasonably request to evidence (i) compliance by the Board and the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the Board contained herein and in the Official Statement (iii) and the due performance or satisfaction by the Board at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Board. If the Board is unable to satisfy the conditions to the Underwriter's obligations contained in this Contract of Purchase or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase may be cancelled either in part or in its entirety by the Underwriter at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given to the Board in writing, or by telephone or telegraph confirmed in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Board hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion. The Underwriter shall also have the right to cancel, either in part or in its entirety, its obligation to purchase the Notes, by written notice to the Board, if between the date hereof and the date of Closing: (i) any event occurs or information becomes known, which, in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the -7- Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) the market for the Notes or the market price of the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter, by (a) legislation enacted by the Congress of the United States, or passed by either House of the Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or by the legislature of the State, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or a ruling, order, or regulation (final or temporary) made by the Treasury Department of the United` States or the Internal Revenue Service or other Federal or State authority, which would have the effect of changing, directly or indirectly, the exemptions from Federal income tax or State personal income tax of interest on obligations of the general character of the Notes in the hands of the holders thereof, or (b) any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the judgment of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Notes, or (c) a general suspension of trading on the New York Stock Exchange, or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (d) a general banking moratorium declared by either Federal or State authorities having jurisdiction; or (iii) additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which, in the opinion of the Underwriter, materially adversely affect the market price for the Notes. 10. Conditions to Obligations of the County. The performance by the Board of its obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the Board and the Underwriter of the opinions and certificates being delivered at the Closing by persons and entities other than the County. 11. Expenses. (A) The District shall pay any expenses incident to the performance of its obligations or the obligations of the Board hereunder, including but not limited to the following: (i) the cost of the preparation and reproduction of the Note Resolution; (ii) the fees and disbursement of Bond Counsel; (iii) the cost of the preparation, printing and delivery of the Notes; (iv) the fees, if any, for Note ratings and costs incurred in -8- gathering the information required for the Note rating; (v) the cost of the preparation, printing and distribution of the Official Statement; (vi) any costs or expenses incurred with any printing company incident to reproducing facsimile signatures on the Notes; (vii) costs of preparation and reproduction of this Contract of Purchase; and (viii) costs of the Paying Agent. (B) The Underwriter shall pay all other costs and disbursements incurred by them in connection with the transactions contemplated hereby. 12. Covenants of the Underwriter. The parties comprising the Underwriter hereby agree between themselves as follows: (A) The Notes may be initially offered when the Underwriter and the Board shall have executed this Contract of Purchase. (B) The Underwriter may allow a dealer concession on sales to (i) securities dealers, (ii) dealer banks or divisions or departments of banks, (iii) foreign banks or broker-dealers which (1) are registered as broker-dealers under the Securities Exchange Act ' of 1934 and agree that in connection with making sales of the Notes in the United States of America that they will comply with the Rules of the Municipal Securities Rulemaking Board ("MSRB") , or (2) if not so registered, agree that they will not sell any Notes in the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and in making other sales agree to comply with the Rules of Fair Practice of the National Association of Securities Dealers. (C) The Underwriter may *change the public offering price and, in general, or in such specific cases as it may determine, any concession, commissions, allowances �or reallowances. (D) The Underwriter agrees to mail or deliver an Official Statement to each person who purchases Notes with or prior to final written confirmation of the sale to such person. (E) Each party comprising the Underwriter represents to the other that it is registered as a broker-dealer or a municipal securities dealer under the Securities Exchange Act of 1934 . (F) Neither party comprising the Underwriter shall be liable to the other with respect to (i) the issue, form, genuineness, validity, legality, enforceability or value of, or title to, the Notes, (ii) the validity of any instrument under or pursuant to which the Notes may be issued, (iii) any representations in this Contract of Purchase other than those in this Section, (iv) the accuracy or completeness of the Official Statement, any memorandum, brochure or agreement, or any statements, reports or letters of others in connection with the Notes, (v) the delivery of the Notes or the performance by the Board or others of any agreement -9- on its or their part, or (vi) the qualification or registration of the Notes for sale, or the legality of the Notes for investment under the laws of any jurisdiction. Neither party comprising the Underwriter shall be (i) liable to; the other nor (ii) liable to any other parts, except for such liability as it may have as an Underwriter, for any obligations, either express or implied, which are not herein expressly assumed. 13. Notices. Any notice or iother communication to be given under this Contract of Purchase (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing to the Districtland to the Board, or if to the Underwriter, to Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350, San Francisco, California 94105, Attention: President, and to 14 . Parties in Interest: Survival of Representations and Warranties. This Contract of Purchase when accepted by the Board and acknowledged by the District in writing as heretofore specified shall constitute the entire agreement between the Board and the Underwriter. This Contract of Purchase is made solely for the benefit of the Board and the Underwriter (including the successors or assigns of any Underwriter) . No person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties and agreements of the Board in this Contract of Purchase shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of and payment by the Underwriter for the Notes hereunder, and (c) any termination of this Contract of Purchase. 15. Execution in Counterparts. This Contract of Purchase may be executed in several counterparts each of which shall be regarded as an original and all of which shall constitute one and the same document. -10- R 1 1 16. Applicable Law. This Contract of Purchase shall be interpreted, governed and enforced in accordance with the laws of the State. Very truly yours, KELLING, NORTHCROSS & NOBRIGA INCORPORATED By Senior Vice President By The foregoing is hereby agreed to and accepted as of the date first above written: THE BOARD OF SUPERVISORS OF COUNTY, CALIFORNIA By CHAIRPERSON The foregoing is hereby acknowledged and accepted as of the date first above written. i SCHOOL DISTRICT By -11- RESOLUTION NO. 87-88-27 RESOLUTION OF THE BOARD OF EDUCATION OF ANTIOCH UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850 et sea. of the Government Code of the State of California (the "Act" ) contained in Article 7. 6 thereof, entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being July 1) , the Antioch Unified School District (the "District") may borrow money by issuing notes for any purpose for which, the District is authorized to expend moneys, including but not limited to current expenses, capital expenditures, and the --discharge of any obligation or indebtedness of the District; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the District by the Board of Supervisors of the county (the "County Board") , the county superintendent of which has jurisdiction over the District, as soon as possible following the receipt of a resolution of the governing board of the District requesting the borrowing; and WHEREAS, the County Superintendent of the County of Contra Costa (the "County") has jurisdiction over the District, and this Board of Education (the "District Board" ) , being the governing board of the District, hereby requests the borrowing of not to exceed Five Million Dollars ($5, 000, 000) at an interest rate not to exceed eight percent (8%) through the issue by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes") in the name of the District; and WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year 1988-1989 in which issued; and WHEREAS, such Notes may not bear interest to exceed twelve percent (120) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and 1 NUMATTER/419 WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and this Resolution specifies that certain unrestricted revenues which will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of $5,000 or integral multiples thereof, as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase (as defined below) therefor , as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act; and WHEREAS, the District Board has found and determined that said $5, 000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989, when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for .the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which such taxes or other revenues are anticipated and during which such notes are outstanding, all as provided in Section 1 . 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc . , as financial advisor, has prepared a form of Contract of Purchase and has submitted said Contract to this Board, which Contract of Purchase is on file with the Clerk of this Board (the "Contract of Purchase" ) ; and this Board desires to have an underwriter, 2 NUMATTER/419 as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the "Code" ) , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board hereby represents that : (1) the Notes authorized by this Resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities , has heretofore issued $ 0 aggregate principal amount of obligations (other than those obligations described in Paragraph (4) below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1988 obligations (other than those obligations described in Paragraph (4) below) the interest on which is exempt from federal income tax under Section 103 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of $10, 000, 000; and (4) notwithstanding Paragraphs (2) and (3) above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the "Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; 3 NUMATTER/419 NOW, THEREFORE, the Board of Education of Antioch Unified School District hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof; Paying Agent . The District Board hereby requests the County Board to issue in the name of the District, an amount not to exceed $5, 000 , 000 principal amount of Notes under Sections 53850 et seg. of the Act, designated "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" (the "Notes" ) ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,000 , or integral multiples thereof, as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) , or if such date is not a day on which banks in New York or California are open for business, on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof, but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or Business Manager of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . This Board hereby approves the payment of the reasonable fees and expenses of the Paying Agent as they shall become due and payable. Section 2. Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 NUMATTER/419 46, I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes . [Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds; No Arbitrage. The moneys so borrowed shall be deposited in the General Fund of the District . The District hereby covenants that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Notes' are outstanding, the District, and all of its officers having custody or control of such proceeds , shall comply with all requirements of said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Notes, if required, to the Federal government, and of the Income Tax Regulations of the United States Treasury promulgated thereunder or under any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds . " Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor. The Notes shall be a general obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. (B) Pledged Revenues . As security for the payment of the principal of and interest on the Notes, the District hereby pledges an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31, 1988; an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30, 1989; plus an amount sufficient to pay interest on the Notes and any deficiency in the amount 5 NUMATTER/419 required to be deposited during any prior month, from unrestricted revenues received by the District in the month ending May 31, 1989 (such pledged amounts being hereinafter Called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts , and other money of the District as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are generally available for the payment of Current expenses and other obligations of the District . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Covenant Regarding Additional Short-term Borrowing. The District hereby covenants and warrants that it will not request the County Treasurer (the "Treasurer" ) to make temporary transfers of funds in the custody of the Treasurer to meet any obligations of the District during the 1988-1989 fiscal year pursuant to the authority of Article XVI , Section 6 of the Constitution of the State of California or any other legal authority. (D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held by the Treasurer in a special fund designated as the "Antioch Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund" ) and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (E) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues 6 NUMATTER/419 deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On the maturity date of the Notes , the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer , as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5 . Execution of Notes . The District hereby requests the County Chairperson, or a designated deputy thereof, to sign the Notes manually or by facsimile signature, the Treasurer to sign the Notes manually or by facsimile signature, and the Clerk of the County Board (the "Clerk" ) to countersign the Notes manually or by facsimile signature (provided that at least one of the foregoing shall sign manually) ; the Clerk to affix the seal of the County thereto by facsimile impression thereof; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The form of Contract of Purchase for the Notes, substantially in the form attached hereto as Exhibit B, is hereby approved and the Treasurer, or a designated deputy thereof, or the County Chairperson, is hereby requested to execute and deliver the Contract of Purchase, and the Superintendent or the Business Manager of the District are each hereby authorized and requested to acknowledge such Contract of Purchase, if necessary, but with such changes therein, deletions therefrom and modifications thereto as the County Chairperson may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided that the maximum interest rate on the Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further, that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer , an authorized deputy thereof, or the Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $5, 000, 000 and to 7 NUMATTER/419 enter into and execute the Contract of Purchase with the Underwriter, and if the conditions set forth in this Resolution are satisfied. Section 7. Authorization of Preliminary Official Statement and Official Statement. The financial advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . The Superintendent or the Business Manager of the District, are hereby authorized and requested to execute and deliver the Official Statement. Section 8 . Delivery of Notes . The proper officers of the County Board are hereby requested to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. All actions heretofore taken by the officers and agents of the District Board with respect to the Notes are hereby approved, confirmed and ratified, and the officers of the District Board are hereby authorized and directed to do any and all things and take any and all actions including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions hereafter adopted by the County Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the District Board, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution. Section 10 . Recitals . All the recitals in this Resolution above are true and correct and this District Board so finds, determines and represents. Section 11. Designation as Oualified Tax-Exempt Obligation. The District Board hereby designates the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code. Section 12. Action Re Oualified Tax-Exempt Obligation. Appropriate officials of the District are hereby authorized and directed to take such other actions as may be necessary to designate such Notes as "qualified tax-exempt obligations, " including, if either deemed necessary or appropriate, placing a 8 NUMATTER/419 l legend to such effect on the form of Note in such form as either deemed necessary or appropriate. PASSED AND ADOPTED by the Board of Education of Antioch Unified School District this 25th day of May, 1988, by the following vote: AYES: 5 NOES: 0 ABSENT: 0 P lesident, Board o ti Antioch Unified School Dist ict Attest: Secretary,//Board of Educarfion Antioch Urfified School District 9 NUMATTER/419 SECRETARY' S CERTIFICATE I, Alan Newell , Secretary of the Board of Education of Antioch Unified School District, hereby certify as follows : The following is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Education of said District duly and regularly and legally held at the regular meeting place thereof on May 25, 1988, of which meeting all of the members of the Board of Education of said District 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 the Superintendent ' s office and the foregoing is a full, true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect . Dated: *ecretta�arXy, Board f Educatio Antioch Unified chool District [Seal] 10 NUMATTER/419 1-135-13 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. 8$ 67 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF MARTINEZ UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1988 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, pursuant to Sections 53850 et sec . of the Government Code of the State of California (the "Act" ) contained in Article 7 . 6 thereof , entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being July 1) , a school district may borrow money by issuing notes for any purpose for which the school district is authorized to expend moneys, including but not limited to current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the school district; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the school district by the Board of Supervisors of the county, the county superintendent of which has jurisdiction over the school district, as soon as possible following the receipt of a resolution of the governing board of the school district requesting the borrowing; and WHEREAS, the County Superintendent of the County of Contra Costa (the "County" ) has jurisdiction over Martinez Unified School District (the "District" ) , and this Board of Supervisors of the County (the "County Board" ) has received a resolution of the Board of Education of the District (the "District Board" ) , being the governing board of the District, dated May 24 , 1988, entitled "RESOLUTION OF THE BOARD OF EDUCATION OF MARTINEZ UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Three Million Dollars ( $3 , 000 , 000) at an interest rate not exceeding eight percent (80) through the issuance by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and 1 3035003/2 WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year 1988-1989 in which. issued; and . _ WHEREAS, such Notes may not bear interest exceeding twelve percent ( 12%) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and WHEREAS, pursuant to Section 53856 of the Act, the District , may pledge any taxes , income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and the District Resolution specifies that certain unrestricted revenues that will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes , income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of $5, 000 or integral multiples thereof, as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase therefor (hereinafter referred to) , as. permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in the District Resolution and herein, as required by Section 53853 of the Act; and WHEREAS, the County Board has found and determined that said $3 , 000 , 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , when added to the. interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the 2 3035003/2 maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which such taxes or other revenues are anticipated and during which such Notes are outstanding, all as provided in Section 1. 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc. , as financial advisor (the "Financial Advisor") , has prepared a form of Contract of Purchase and has submitted said Contract of Purchase to this Board, which Contract of Purchase is on file with the Clerk of the County Board (herein called the "Contract of Purchase") ; and the Board desires an underwriter, as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter") , to purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the "Code") , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby . allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of. the Code; and WHEREAS, the District Board has represented in the District Resolution that: (1) the Notes authorized by this resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities, has heretofore issued $-0- aggregate principal amount of obligations (other than those obligations described in paragraph 4 below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities will issue during the remainder of calendar year 1988 obligations (other than those obligations described in paragraph 4 below) the interest on which is exempt from federal income tax under to Section 103 of the Code which, when aggregated with all obligations described in paragraph 2 above, will not exceed an aggregate principal amount of $10, 000, 000; and 3 3035003/2 1 (4) notwithstanding paragraphs 2 and 3 above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof . The County Board hereby determines to and shall issue in the name of the District, an amount not to exceed $3 , 000 , 000 principal amount of notes under Sections 53850 et see . of the Act, designated "Martinez Unified School District, County -of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5 , 000 , or integral multiples thereof , . as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) or, if such date is not a day on which banks in New York or California are open for business , on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof, but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or Business Manager of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit B attached hereto and by reference incorporated. herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 3035003/2 s I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes . [Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor . The Notes shall be a general obligation of the District , and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided in the District Resolution and by law. (B) Pledged Revenues . As security for the payment of the principal of and interest on the Notes, as provided in the District Resolution, the District has pledged an amount equal to fifty percent ( 500) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31 , 1988; and an amount equal to fifty percent ( 500) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989 , plus an amount sufficient to pay interest on the Notes , from unrestricted revenues received by the District in the month ending May 31 , 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes , income, revenue, cash receipts, and other money of the District as provided. in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues as provided by law. 5 3035003/2 t In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in any month, then the amount of such deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held. by the County Treasurer/Tax Collector (the "Treasurer" ) in a special fund designated as the "Martinez Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (herein called the "Repayment Fund" ) and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes , and until the Notes and all interest thereon are paid or until, provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (D) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be suf.f.icient to pay in full the principal of and interest on the Notes , when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On the maturity date of the Notes, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer , as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5 . Execution of Notes . The Treasurer , or a designated deputy thereof, is hereby authorized to sign the Notes manually or by facsimile signature, and the County Chairperson is hereby authorized to sign the Notes manually or by facsimile signature and the Clerk of the County Board (the "Clerk" ) is hereby authorized to countersign the Notes manually 6 3035003/2 e J or by facsimile signature, provided that at least one of the foregoing shall sign manually, and said Clerk is hereby authorized to affix the seal of the County Board thereto by facsimile impression thereof , and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The Contract of Purchase for the Notes is hereby approved and the Treasurer , or designated deputy thereof, or the County Chairperson is hereby authorized to execute and deliver a Contract of Purchase, and the Business Manager of the District is hereby authorized and requested to acknowledge such Contract , substantially in the form attached hereto as Exhibit C, but with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designated deputy thereof, or the County Chairperson may approve, such approval to be conclusively evidenced by his execution and delivery thereof; provided, however, that the maximum interest rate on the Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further , that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer, an authorized deputy thereof , or the County Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $3 , 000 , 000 and to enter into and execute the Contract of Purchase with the Underwriter, if the conditions set forth in this Resolution are satisfied. Section 7 . Authorization of Preliminary Official Statement and Official Statement . The Financial Advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . The Superintendent, Business Manager or any authorized designee of such officers of the District, is hereby authorized and. requested to execute and deliver the Official Statement . Section 8 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. All actions heretofore taken by the officers and agents of the County Board with respect to the sale and issuance of the Notes are hereby approved, confirmed and 7 3035003/2 ratified, and the officers of the County Board are hereby authorized and directed, for and in the name and on behalf of the County Board, to do any and all things and take any and all actions and execute and deliver any and all certificates,. agreements and other documents , including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and the resolution heretofore adopted by the District Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the County, and its appropriate officials , have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under the District Resolution in accordance with the law and for carrying out the provisions of the District Resolution and of this Resolution. Section 10 . Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents . Section 11 . Designation as Qualified Tax-Exempt Obligation. As provided in the District Resolution, the Notes have been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the - Code . Section 12 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the County Board and the Treasurer are hereby authorized and directed to take such other actions as may be necessary to assist the District in designating such Notes as "qualified tax-exempt obligations, " including, if either deemed necessary or appropriate, placing a legend to such effect on the form of Note in such form as either deemed necessary or appropriate . 8 3035003/2 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 7th day of June, 1988, by the following vote: AYES: Supervisors Powers , Fanden, McPeak, Torlakson, Schroder., NOES: None. ABSENT: None. By Chairperson Board of Supervisors Attest : Phil Batchelor, Clerk of the Board of Supervisors and County Admicistrater G •� erk, Board of Supervisors 9 3035003/2 :f CLERK'S CERTIFICATE I , Jeanne Maglio, Clerk to the Board of Supervisors of the County of Contra Costa (the "County") , hereby certify as follows : The following 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 June 7, 1988, of which meeting all of the members of the Board of Supervisors 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 the Board of Supervisors ' office and the foregoing is a full, true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: June 7, 1988 Cler , Board of Supgrvisors County of Contra Costa (Seal] 10 3035003/2 EXHIBIT A RESOLUTION NO. RESOLUTION OF THE BOARD OF EDUCATION OF MARTINEZ UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850 et seg. of the Government Code of the State of California (the "Act" ) contained in Article 7 . 6 thereof, entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being July 1) , the Martinez Unified School District (the "District" ) may borrow money by issuing notes for any purpose for which the District is authorized to expend moneys, including but not limited to current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the District by the Board of Supervisors of the county (the "County Board" ) , the county superintendent of which has jurisdiction over the District, as soon as possible following the receipt of a resolution of the governing board of the District requesting the borrowing; and WHEREAS, the County Superintendent of the County of Contra Costa (the "County" ) has jurisdiction over the District, and this Board of Education (the "District Board" ) , being the governing board of the District, hereby requests the borrowing of not to exceed Three Million Dollars ($3 , 000, 000) at an interest rate not to exceed eight percent (8%) through the issue by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year 1988-1989 in which issued; and WHEREAS, such Notes may not bear interest to exceed twelve percent ( 12%) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and 1 NUMATTER/420 WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes , income, revenue, cash receipts or other moneys. deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and this Resolution specifies that certain unrestricted revenues which will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of $5, 000 or integral multiples thereof, as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase ( as defined below) therefor , as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act; and WHEREAS, the District Board has found and determined that said $3 ,000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period for which such taxes or other revenues are anticipated and during which such notes are outstanding, all as provided in Section 1 . 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc . , as financial advisor, has prepared a form of Contract of Purchase and has submitted said Contract to this Board, which Contract of Purchase is on file with the Clerk of this Board (the "Contract of Purchase" ) ; and this Board desires to have an underwriter, 2 NUMATTER/420 as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986 , as amended (the "Code" ) , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board hereby represents that : (1) the Notes authorized by this Resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities , has heretofore issued $ aggregate principal amount of obligations (other than those obligations described in Paragraph (4) below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1988 obligations (other than those obligations described in Paragraph (4) below) the interest on which is exempt from federal income tax under Section 103 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of $10, 000, 000 ; and (4) notwithstanding Paragraphs (2) and (3) above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; 3 NUMATTER/420 NOW, THEREFORE, the Board of Education of Martinez Unified School District hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof; Paying Agent . The District Board hereby requests the County Board to issue in the name of the District , an amount not to exceed $3 , 000 , 000 principal amount of Notes under Sections 53850 et seq. of the Act, designated "Martinez Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" (the "Notes" ) ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5, 000 , or integral multiples thereof, as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) , or if such date is not a day on which banks in New York or California are open for business, on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of sale thereof, but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof , in lawful money of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or (Associate Superintendent, Business Services] of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . This Board hereby approves the payment of the reasonable fees and expenses of the Paying Agent as they shall become due and payable. Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 NUMATTER/420 I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes . (Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds; No Arbitrage. The moneys so borrowed shall be deposited in the General Fund of the District . The District hereby covenants that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Notes are outstanding, the District, and all of its officers having custody or control of such proceeds, shall comply with all requirements of said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Notes, if required, to the Federal government, and of the Income Tax Regulations of the United States Treasury promulgated thereunder or under any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds . " Section 4 . Payment of Notes . (A) Source of Payment . The principal amount of the Notes, together with the interest thereon, shall be payable from taxes , income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor . The Notes shall be a general obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor , as provided herein and by law. (B) Pledged Revenues . As security for the payment of the principal of and interest on the Notes, the District hereby pledges an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31, 1988; an amount equal to fifty percent ( 50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989; plus an amount sufficient to pay interest on the Notes and any deficiency in the amount 5 NUMATTER/420 required to be deposited during any prior month, from unrestricted revenues received by the District in the month ending May 31, 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes , income, revenue, cash receipts , and other money of the District as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are .generally . available ,_for the payment of current expenses and other obligations of the District. The principal of the Notes and the interest thereon shall be a first__ lien _and . charge . against and shall be payable from the first moneys received by the District from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment Fund, as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Covenant Regarding Additional Short-term Borrowing. The District hereby covenants and warrants that it will not request the County Treasurer (the "Treasurer" ) to make temporary transfers of funds in the custody of the Treasurer to meet any obligations . of the District during the 1988-1989 fiscal year pursuant to the authority of Article XVI , Section 6 of the Constitution of the State of California or any other legal authority. (D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held by the Treasurer in a special fund designated as the "Martinez Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund" ) and applied as directed in this Resolution. Any - moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (E) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall , when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues 6 NUMATTER/420 deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On the maturity date of the Notes , the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer, as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; provided that no such investments shall have a maturity date later than the maturity date of the Notes . Section 5. Execution of Notes . The District hereby requests the County Chairperson, or a designated deputy thereof, to sign the Notes manually or by facsimile signature, the Treasurer to sign the Notes manually or by facsimile signature, and the Clerk of the County Board (the "Clerk" ) to countersign the Notes manually or by facsimile signature (provided that at least one of the foregoing shall sign manually) ; the Clerk to affix the seal of the County thereto by facsimile impression thereof; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The form of Contract of Purchase for the Notes, substantially in the form attached hereto as Exhibit B, is hereby approved and the Treasurer , or a designated deputy thereof, or the County Chairperson, is hereby requested to execute and deliver the Contract of Purchase, and the Superintendent or the Business Manager of the District are each hereby authorized and requested to acknowledge such Contract of Purchase, if necessary, but with such changes therein, deletions therefrom and modifications thereto as the County Chairperson may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided that the maximum interest rate on the Notes shall not exceed eight percent ( 8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further , that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer , an authorized deputy thereof , or the Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $3 , 000 , 000 and to 7 NUMATTER/420 enter into and execute the Contract of Purchase with the Underwriter, and if the conditions set forth in this Resolution are satisfied. Section 7. Authorization of Preliminary Official Statement and Official Statement. The financial advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . The Superintendent or the Business Manager of the District, are hereby authorized and requested to execute and deliver the Official Statement. Section 8 . Delivery of Notes . The proper officers of the County Board are hereby requested to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. All actions heretofore------taken by the officers and agents of the District Board with respect to the Notes are hereby approved, confirmed and ratified, and the officers of the District Board are hereby authorized 'and directed to do any and all things and take any and all actions including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions hereafter adopted by the County Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the District Board, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution. Section 10. Recitals . All the recitals in this Resolution above are true and correct and this District Board so finds, determines and represents . Section 11. Designation as Oualified Tax-Exempt Obligation. The District Board hereby designates the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code. Section 12 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the District are hereby authorized and directed to take such other actions as may be necessary to designate such Notes as "qualified tax-exempt obligations, " including, if either deemed necessary or appropriate, placing a 8 NUMATTER/420 legend to such effect on the form of Note in such form as either deemed necessary or appropriate. PASSED AND ADOPTED by the Board of Education of Martinez Unified School District this 24th day of May, 1988, by the following vote : AYES : NOES : ABSENT: President, Board of Education Martinez Unified School District Attest : Secretary, Board of Education Martinez Unified School District 9 NUMATTER/420 SECRETARY' S CERTIFICATE I , Cesare Caldarelli , Secretary of the Board of Education of Martinez Unified School District, hereby certify as follows : The following is a full , true and correct copy of a resolution duly adopted at a regular meeting of the Board of Education of said District duly and regularly and legally held at the regular meeting place thereof on May 24 , 1988, of which meeting all of the members of the Board of Education of said District 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 the Superintendent ' s office and the. foregoing is a full , true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect . Dated: Secretary, Board of Education Martinez Unified School District [Seal] 10 NUMATTER/420 EXHIBIT B FORM OF THE NOTE MARTINEZ UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1988 TAX AND REVENUE ANTICIPATION NOTE No. $ July 1988 FOR VALUE RECEIVED, the Martinez Unified School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the holder hereof , at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on together with interest thereon at the rate of PERCENT ( %) per annum in like lawful money of the United States of America from the date hereof until payment in full of said principal SUM. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment . It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($ ) , all of like date, tenor and effect, made, executed and given pursuant to and by authority of a resolution of the Board of Supervisors of the County of Contra B-1 3035003/2 Costa duly passed and adopted on 1988, and a resolution of the Board of Education of the District duly passed and adopted on May 24 , 1988, under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4 , Part 1 , Division 2, Title 5 , California Government Code, and that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required - by law, and that this Note, together with all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes , income, revenue, cash receipts and other moneys that are received by the District during fiscal year 1988-1989 . As security for the payment of the principal of and interest on the Notes the District has pledged an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31 , 1988; and an amount equal to fifty percent ( 50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989, plus an amount sufficient to pay interest on the Notes from the unrestricted revenues of the District to be received in the month ending May 31, 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) , and the principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the District lawfully available therefor . B-2 3035003/2 IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of the Board of Supervisors by facsimile signature, and by its Treasurer by his manual signature, and countersigned by the Clerk of its Board of Supervisors by facsimile signature and has caused a facsimile of its official seal to printed hereon this day of 1988 . COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer/Tax Collector (SEAL) Countersigned By Clerk of the Board B-3 3035003/2 QUALIFIED TAX-EXEMPT OBLIGATION This Note has been determined to be a "qualified tax-exempt obligation" within the. meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended, by resolution of the District . B-4 3035003/2 J . e EXHIBIT C CONTRACT OF PURCHASE C-1 3035003/2 EXHIBIT C t CONTRACT OF PURCHASE 0 SCHOOL DISTRICT THE BOARD OF SUPERVISORS OF COUNTY STATE OF CALIFORNIA 1988 TAX AND REVENUE ANTICIPATION NOTES , 1988 MEMBERS OF THE BOARD OF SUPERVISORS COUNTY, CALIFORNIA Gentlemen: The undersigned (collectively, the "Underwriter") , acting on behalf of ourselves, offer to enter into this agreement with the Board of Supervisors of County, California (the "Board") acting on behalf of School District (the "District") which, upon your acceptance hereof, will be binding upon the Board and the Underwriter. This offer is made subject to the written acceptance of this Contract of Purchase by the Board and acknowledgement by the District and the delivery of such acceptance to us at or prior to 11:59 P.M. , Pacific Time, on the date hereof. i 1. Purchase and Sale of the Notes. Upon the terms and conditions and in reliance upon the representations, warranties and agreements of the Board herein set forth, the Underwriter hereby agrees to purchase from the Board for reoffering to the public, and the Board hereby agrees to sell to Underwriter for such purpose, all (but not less than all) of $ in aggregate principal amount of the 1988 Tax and Revenue Anticipation Notes issued by the County in the name and on behalf of the District (the "Notes") . The Notes shall bear interest at a rate of % per annum, such interest being payable on maturity. The Underwriter shall purchase the Notes at an aggregate purchase price of $ 2. The Notes. The Notes shall be dated July , 1988, shall mature on July , 1989, and shall otherwise be as described 1 herein, and shall be issued and secured pursuant to the Resolution of the Board adopted on , 1988 (the "Note Resolution") and Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) of the California Government Code (the "Act") . 3. Use of Documents. The Board hereby authorizes the Underwriter to use, in connection with the offer and sale of the Notes, this Contract of Purchase, an official statement referring to the Notes in the form jointly approved by the Board, the District and the Underwriter (which, together with all appendices and supplements thereto and with such changes therein as are consented to by the District and the Underwriter, is herein called the "Official Statement") , the Note Resolution and all information contained herein and therein and all of the documents, certificates or statements furnished by the Board to the Underwriter in connection with the transaction contemplated by this Contract of Purchase. 4 . Offering of the Notes. The Underwriter agrees to make a bona fide offering of all the Notes at the initial offering price or yield to be set forth on the cover page of the official Statement. Subsequent to such initial offering, the Underwriter reserves the right to change such initial offering price or yield as it deems necessary in connection with the marketing of the Notes. 5. Delivery of Official Statement. At least one business day prior to the date of Closing referred to in section 6 hereof, the District and the Board shall deliver to the Underwriter three copies of the official Statement in a form satisfactory to the Underwriter, dated as of the date of the Contract of Purchase, duly executed by an authorized officer of the District acting on behalf of the District, and, as promptly as practicable thereafter, such reasonable number of conformed copies as the Underwriter shall request. 6. Closing. At 10 A.M. , Pacific Time, on , 1988 or at such other time or on such other date as shall have been mutually agreed upon by the parties (the "Closing") , the Board will deliver to the Underwriter, at the office of Brown & Wood (the "Bond Counsel") in San Francisco or at such other place as may mutually be agreed upon, the Notes in definitive form, duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price thereof in immediately available funds to the order of the County ("the County") for the account of the District. The Notes will be made available for checking and packaging at the place of Closing, two business days prior to the Closing. The Notes shall be in bearer form in denominations designated by the Underwriter at least five business days prior to Closing. If for any reason -2- ' f whatsoever the Notes shall not have been delivered by the Board to the Underwriter prior to the close of business, Pacific Time on 1988, then the obligation of the Board to sell Notes hereunder and of the Underwriter to purchase Notes hereunder shall terminate and be of no further force or effect except with respect to the obligations of the Board and the Underwriter under Section 11 hereof. 7. Representations, Warranties and Agreements of the County. The Board hereby represents, warrants and agrees with the Underwriters that: (A) The County is a political subdivision of the State of California (the "State") duly organized and validly existing under the laws of the State of California, with the power to issue the Notes pursuant to the Act. (B) (i) At or prior to the Closing, the Board will have taken all action required to be taken to authorize the issuance and delivery of the Notes; (ii) the Board will have full legal right, power and authority to issue and deliver the Notes to the Underwriter and to perform its obligations under each such document . or instrument, and to carry out the Contract of Purchase and the Note Resolution; (iii) the execution and delivery or adoption of, and the performance by the Board of the obligations contained in, the Notes, the Note Resolution and this Contract of Purchase have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv) this Contract of Purchase has been duly executed and delivered and constitutes a valid and legally binding obligation of the Board; and (v) the Board has duly authorized the consummation of all transactions contemplated by the Contract of Purchase. (C) No consent, approval, authorization, order, filing, registration, qualification, election or referendum, of or by any person, organization, court or governmental agency or public body whatsoever is required in connection with the issuance, delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby, except for such actions as may be necessary to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate. (D) The Board has complied and will continue to comply in all respects with the Act. (E) The issuance of the Notes, the execution, delivery and performance of this Contract of Purchase, the Note Resolution and the Notes, and compliance with the provisions hereof and thereof do not conflict with or constitute on the part of the Board a violation of or default under, the Constitution of the State of California or any existing law, charter, ordinance, regulation, -3- I decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the Board is a party or by which it is bound or to which it is subject. (F) As of the time of acceptance hereof, no action, suit, proceeding, hearing or investigation is pending or (to the knowledge of the Board). threatened against the Board: (i) in any way affecting the existence of the Board or in any way challenging the respective powers of the several offices or the titles of the officials of the County to such offices; or (ii) seeking to restrain or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of the sale of the Notes, or the collection of revenues or assets pledged or to be pledged or available to pay the principal of or the interest on the Notes, or the pledge thereof or in any way contesting or affecting the validity or enforceability of the Notes, this Contract of Purchase or the Note Resolution, or contesting the powers of the Board or its authority with respect to the Notes, the Note Resolution or this Contract of Purchase; or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the Board or the consummation of the transactions contemplated by this Contract of Purchase or the Note Resolution, (b) declare this Contract of Purchase to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exemption of the interest paid on the Notes from Federal income and California personal income taxation. (G) Between the date hereof and the Closing, without the prior written consent of the Underwriter, the Board will not have issued any bonds, notes or other obligations except for such borrowings as may be described in or contemplated by the Official Statement. (H) The Board has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Board is a bond issuer whose arbitrage certificates may not be relied upon. (I) Any certificates signed by any officer of the Board and delivered to the Underwriter shall be deemed a representation and warranty by the Board to the Underwriter as to the statements made therein but not of the person signing the same. 8. Covenants of the Board. The Board covenants and agrees with the Underwriter that: (A) The Board will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter if and as the Underwriter may reasonably request in order (i) to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate -4- and (ii) to determine the eligibility of the Notes for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Notes by the Underwriter. (B) The Board will apply the proceeds from the sale of the Notes for the purposes specified in the Note Resolution; and (C) For a period of 90 days after the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of the Notes for resale, the Board will (a) not adopt any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Underwriter shall object in writing or which shall be disapproved in writing by the Underwriter and (b) if any event relating to or affecting the Board shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make any statements made in the Official Statement not misleading in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, forthwith prepare and furnish (at the expense of the District) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement Iso that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. 9. Conditions of Closing. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the Board contained herein and the performance by the Board of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's obligations under this Contract of Purchase are and shall be subject, at the option of the Underwriter, to the following further conditions as of the date of Closing: (A) The representations and warranties of the Board contained herein shall be true, complete and correct in all material respects at the date hereof and at and as of the date of Closing, as if made at and as of the date of Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of Closing; and the Board shall be in compliance with each of the agreements made by it in this Contract of Purchase; (B) At the time of the Closing, (i) the Official Statement, this Contract of Purchase and the Note Resolution shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; (ii) all actions under the Act which, in -5- the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the Board shall perform or have performed all of its obligations required under or specified in the Note Resolution, this Contract of Purchase or the Official Statement to be performed at or prior to the date of Closing; (C) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Contract of Purchase (and not reversed on appeal or otherwise set aside) or, to the best knowledge of the Board, shall any action be pending or threatened which has any of the effects described in Section 7 (F) hereof or which contests in any way the completeness or accuracy of the Official Statement. (D) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, shall have been issued or made with the purpose or effect of prohibiting the issuance, offering or sale of the Notes as contemplated hereby and no legislation shall have been enacted, or a bill favorably reported for adoption, or a decision by a court established under Article III of the Constitution of the United States rendered, or a ruling, regulation, proposed regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or issued, to the effect that the Notes or any securities of the Board or of any political subdivision (as defined by Treasury Regulation Section I. 103-1(b) and described in Section 103 (a) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder) are not exempt from the registration, qualification or other requirements of the Securities Act of 1933 , as amended and as then in effect, or of the Trust Indenture Act of 1939, as amended and as then in effect; (E) At or prior to the date of the Closing, the Underwriter shall receive two copies of the following documents in each case dated as of the Closing Date and satisfactory in form and substance to the Underwriter: (1) An approving opinion of Bond Counsel, as to the Notes, addressed to the Board; (2) Certificates signed by an appropriate official from the Board or the District to the effect that (i) the representations, agreements and warranties of the Board herein are true and correct in all material respects as of the date of Closing; (ii) the Board has complied with all the terms of the Note Resolution and this Contract of Purchase to be complied with by the Board prior to or concurrently with the date of Closing and such documents are in full force and effect; (iii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or public body, pending, or to his or her knowledge, threatened against the Board or the District which has any of the effects described in Section 7 (F) hereof or contesting in I -6- c any way the completeness or accuracy of the Official Statement (but in lieu of or in conjunction with such certification the Underwriter may, at its sole discretion, accept certificates or opinions of the County Counsel or Bond Counsel, that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein are without merit) ; and (iv) the District official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (3) Arbitrage certificate of the District in a form satisfactory to Bond Counsel; (4) Evidence satisfactory to the Underwriter that the Notes shall have been rated MIG- (or its equivalent) by Moody's Investors Service, Inc. , and that such rating has not been revoked or downgraded; (5) Certified copies of the Note Resolution and of the Resolution of the District requesting the issuance by the County Board of the Notes, adopted on , 1988 ; (6) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter may reasonably request to evidence (i) compliance by the Board and the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the Board contained herein and in the Official Statement (iii) and the due performance or satisfaction by the Board at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Board. If the Board is unable to satisfy the conditions to the Underwriter's obligations contained in this Contract of Purchase or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase may be cancelled either in part or in its entirety by the Underwriter at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given to the Board in writing, or by telephone or telegraph confirmed in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the Board hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion. The Underwriter shall also have the right to cancel, either in part or in its entirety, its obligation to purchase the Notes, by written notice to the Board, if between the date hereof and the date of Closing: (i) any event occurs or information becomes known, which, in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the -7- Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) the market for the Notes or the market price of the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter, by (a) legislation enacted by the Congress of the United States, or passed by either House of the Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or by the legislature of the State, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or a ruling, order, or regulation (final or temporary) made by the Treasury Department of the United' States or the Internal Revenue Service or other Federal or State authority, which would have the effect of changing, directly or indirectly, the exemptions from Federal income tax or State personal income tax of interest on obligations of the general character of the Notes in the hands of the holders thereof, or (b) any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the judgment of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Notes, or (c) a general suspension of trading on the New York Stock Exchange, or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or (d) a general banking moratorium declared by either Federal or State authorities having jurisdiction; or (iii) additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which, in the opinion of the Underwriter, materially adversely affect the market price for the Notes. 10. Conditions to Obligations of the County. The performance by the Board of its obligations is conditioned upon (i) the performance by the Underwriter of its obligations hereunder; and (ii) receipt by the Board and the Underwriter of the opinions and certificates being delivered at the Closing by persons and entities other than the County. 11. Expenses. (A) The District shall pay any expenses incident to the performance of its obligations or the obligations of the Board hereunder, including but not limited to the following: (i) the cost of the preparation and reproduction of the Note Resolution; (ii) the fees and disbursement of Bond Counsel; (iii) the cost of the preparation, printing and delivery of the Notes; (iv) the fees, if any, for Note ratings and costs incurred in -8- gathering the information required for the Note rating; (v) the cost of the preparation, printing and distribution of the Official Statement; (vi) any costs or expenses incurred with any printing company incident to reproducing facsimile signatures on the Notes; (vii) costs of preparation and reproduction of this Contract of Purchase; and (viii) costs of the Paying Agent. (B) The Underwriter shall pay all other costs and disbursements incurred by them in connection with the transactions contemplated hereby. 12 . Covenants of the Underwriter. The parties comprising the Underwriter hereby agree between themselves as follows: (A) The Notes may be initially offered when the Underwriter and the Board shall have executed this Contract of Purchase. (B) The Underwriter may allow a dealer concession on sales to (i) securities dealers, (ii) dealer banks or divisions or departments of banks, (iii) foreign banks or broker-dealers which (1) are registered as broker-dealers under the Securities Exchange Act of 1934 and agree that in connection with making sales of the Notes in the United States of America that they will comply with the Rules of the Municipal Securities Rulemaking Board ("MSRB") , or (2) if not so registered, agree that they will not sell any Notes in the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein and in making other sales agree to comply with the Rules of Fair Practice of the National Association of Securities Dealers. (C) The Underwriter may change the public offering price and, in general, or in such specific cases as it may determine, any concession, commissions, allowances or reallowances. (D) The Underwriter agrees to mail or deliver an Official Statement to each person who purchases Notes with or prior to final written confirmation of the sale to such person. (E) Each party comprising the Underwriter represents to the other that it is registered as a broker-dealer or a municipal securities dealer under the Securities Exchange Act of 1934 . (F) Neither party comprising the Underwriter shall be liable to the other with respect to (i) the issue, form, genuineness, validity, legality, enforceability or value of, or title to, the Notes, (ii) the validity of any instrument under or pursuant to which the Notes may be issued, (iii) any representations in this Contract of Purchase other than those in this Section, (iv) the accuracy or completeness of the official Statement, any memorandum, brochure or agreement, or any statements, reports or letters of others in connection with the Notes, (v) the delivery of the Notes or the performance by the Board or others of any agreement -9- on its or their part, or (vi) the qualification or registration of the Notes for sale, or the legality of the Notes for investment under the laws of any jurisdiction. Neither party comprising the Underwriter shall be (i) liable to the other nor (ii) liable to any other parts, except for such liability as it may have as an Underwriter, for any obligations, either express or implied, which are not herein expressly assumed. 13 . Notices. Any notice or other communication to be given under this Contract of Purchase (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing to the District and to the Board, or if to the Underwriter, to Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350, San Francisco, California 94105, Attention: President, and to 14 . Parties in Interest; Survival of Representations and Warranties. This Contract of Purchase when accepted by the Board and acknowledged by the District in writing as heretofore specified shall constitute the entire agreement between the Board and the Underwriter. This Contract of Purchase is made solely for the benefit of the Board and the Underwriter (including the successors or assigns of any Underwriter) . No person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties and agreements of the Board in this Contract of Purchase shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter, (b) delivery of and payment by the Underwriter for the Notes hereunder, and (c) any termination of this Contract of Purchase. 15. Execution in Counterparts. This Contract of Purchase may be executed in several counterparts each of which shall be regarded as an original and all of which shall constitute one and the same document. i -10- 16. Applicable Law. This Contract of Purchase shall be interpreted, governed and enforced in accordance with the laws of the State. Very truly yours, KELLING, NORTHCROSS & NOBRIGA INCORPORATED By Senior Vice President By The foregoing is hereby agreed to and accepted as of the date first above written: THE BOARD OF SUPERVISORS OF COUNTY, CALIFORNIA By CHAIRPERSON The foregoing is hereby acknowledged and accepted as of the date first above written. i SCHOOL DISTRICT By -11- RESOLUTION NO. 88-28 RESOLUTION OF THE BOARD OF EDUCATION OF MARTINEZ UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1988 TAXAND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850 et seg. of the Government Code of the State of California (the "Act" ) contained in Article 7 . 6 thereof, entitled "Temporary Borrowing" , on or after the first day of any fiscal year (being .;uly 1) , the Martinez Unified School District (the "District" ) may borrow money by issuing notes for any purpose for which the District is authorized to expend moneys, including but not . limited to current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the District by the Board of Supervisors of the county (the "County Board" ) , the county superintendent of which has jurisdiction over the District, as soon as possible following the receipt of a resolution of the governing board of the District requesting the borrowing; and WHEREAS, the County Superintendent of the County of Contra Costa (the "County" ) has jurisdiction over the District, and this Board of Education (the "District Board" ) , being the governing board of the District, hereby requests the borrowing of not to exceed Three Million Dollars ($3, 000 , 000) at an interest rate not to exceed eight percent (8%) through the issue by the County Board of 1988 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1988-1989 in which such Notes were issued, but as required by Section 53854 of. the Act, such date is not later than fifteen months after the date of issue, and such Notes shall be payable only from revenue received or accrued during the fiscal year 1988-1989 in which issued; and WHEREAS, such Notes may not bear interest to exceed `twelve percent ( 12%) per annum, as permitted by Section 53531 of the Act, notwithstanding Section 53854 of the Act; and 1 NUMATTER/420 WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income, revenue, cash receipts or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose) ; and this Resolution specifies that certain unrestricted revenues which will be received by the District for the General Fund of the District during or allocable to fiscal year 1988-1989 are pledged for the payment of the Notes; and WHEREAS, the Notes shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Notes shall be in denominations of $5,000 or integral multiples thereof, as permitted by Section 53854 of the Act; shall be issued on the date provided in the Contract of Purchase (as defined below) therefor, as permitted by Section 53853 of the Act; and shall be in the form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act; and WHEREAS, the District Board has found and determined that said $3 ,000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1988-1989 , when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue ( including but not limited to revenue from state and federal governments) , cash receipts and other moneys of the District which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and WHEREAS, the Notes will not be 'outstanding after a period ending twelve months after the date on which such Notes are issued and will not be issued in an amount greater than the maximum anticipated cumulative cash flow deficit to be financed by the anticipated tax or other revenue sources for the period forwhich such taxes or other revenues are anticipated and during which such notes are outstanding, all as provided in Section 1 . 103-14(c) of the Income Tax Regulations of the United States Treasury; and WHEREAS, Kelling, Northcross & Nobriga, Inc. , as financial advisor, has prepared a form of Contract of Purchase and has submitted said Contract to this Board, which Contract of Purchase is on file with the Clerk of this Board (the "Contract of Purchase" ) ; and this Board desires to have an underwriter, 2 NUMATTER/420 n y as shall be designated by the Superintendent or Business Manager of the District (the "Underwriter" ) , purchase the Notes; and WHEREAS, pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986 , as amended (the "Code" ) , under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations, " thereby allowing certain financial institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution' s interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the District Board hereby represents that : (1) the Notes authorized by this Resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities, has heretofore issued $ -0- aggregate principal amount of obligations (other than those obligations described in Paragraph (4) below) in calendar year 1988 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District reasonably anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1988 obligations (other than those obligations described in Paragraph (4) below) the interest on which is exempt from federal income tax under . Section 103 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of $10, 000 , 000; and (4) notwithstanding Paragraphs (2) and (3) above, the District and its subordinate entities may have issued in calendar year 1988 and may continue to issue during the remainder of calendar year 1988 private activity bonds other than qualified 501(c) (3) bonds as defined in Section 145 of the Code; and WHEREAS, the District Board wishes to designate the ­Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code; 3 NUMATTER/420 NOW, THEREFORE, the Board of Education of Martinez Unified School District hereby resolves as follows : Section 1 . Authorization of Issuance of Notes; Terms Thereof; Paying Agent . The District Board hereby requests the County Board to issue in the name of the District, an amount not to exceed $3, 000, 000 principal amount of Notes under Sections 53850 et sec . of the Act, designated "Martinez Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes" (the "Notes" ) ; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,000 , or integral multiples thereof, as determined by the Underwriter; to be dated the date of delivery thereof; to mature (without option of prior redemption) 364 days from said date of delivery (or 359 days computed on a 30-day month/360-day year basis) , or if such date is not a day on which banks in New York or California are open for business, on the last day prior to such date; and to bear interest, payable at maturity and computed on a 30-day month/360-day year basis, at the rate or rates determined at the time of' sale thereof, but not in excess of eight percent (8%) per annum. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof , in lawful money . of the United States of America at the principal office of a paying agent, as shall be designated by the Superintendent or (Associate Superintendent, Business Services] of the District to be the paying agent with respect to the Notes (the "Paying Agent" ) . This Board hereby approves the payment of the reasonable fees and expenses of the Paying Agent as they shall become due and payable. Section 2 . Form of Notes . The Notes shall be issued in bearer form and shall be substantially in the form and substance set forth in Exhibit A - attached hereto and by . reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures . There shall be printed on the reverse of each Note, the legal opinion of Brown & Wood respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the facsimile signature of the Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 4 NUMATTER/420 I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Brown & Wood, and was dated as of the date of delivery of and payment for said Notes. (Facsimile Signature] Chairperson, Board of Supervisors Section 3 . Deposit of Note Proceeds; No Arbitrage. The moneys so borrowed shall be deposited in the General Fund of the District. The District hereby covenants that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Note's are outstanding, the District, and all of its officers having custody or control of such proceeds, shall comply with all requirements of said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts , including proceeds of the Notes , if required, to the Federal government, and of the Income Tax Regulations of the United States Treasury promulgated thereunder or under any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds . " Section 4 . Payment of Notes . (A) Source of Payment. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District during fiscal year 1988-1989 and which are available therefor . The Notes shall be a general obligation of the District, and to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. (B) Pledged . Revenues . As security for the payment of the principal of and interest on the Notes, the District hereby pledges an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending December 31, 1988; an amount equal to fifty percent (50%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month ending April 30 , 1989; plus an amount sufficient to pay interest on the Notes and any deficiency in the amount 5 NUMATTERJ420 required to be deposited during any prior month, from unrestricted revenues received by the District in the month ending May 31, 1989 (such pledged amounts being hereinafter called the "Pledged Revenues" ) . The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts , and other money of the District as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District . The principal of the Notes and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit into the Repayment , Fund., as hereinafter defined, of the full amount of Pledged Revenues to be deposited from unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and the interest thereon. (C) Covenant Regarding Additional Short-term Borrowing. The District hereby covenants and warrants that it will not request the County Treasurer (the "Treasurer" ) to make temporary transfers of funds in the custody of the Treasurer to meet any obligations of the District during the 1988-1989 fiscal year pursuant to the authority of Article XVI , Section 6 of the Constitution of the State of California or any other legal authority. (D) Deposit of Pledged Revenues in Repayment Fund. The Pledged Revenues shall be held by the Treasurer in a special fund designated as the "Martinez Unified School District, County of Contra Costa, State of California, 1988 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any - moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (E) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall , when received, be deposited in the Repayment Fund. After such date as the amount of Pledged Revenues 6 NUMATTER/420 deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the District upon the request of the District . On ' the maturity' date of the Notes, the moneys in the Repayment Fund ' shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Moneys in the Repayment Fund, to the greatest extent possible, shall be invested at the request of the District in investment securities by the Treasurer, as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time; ' provided that no such investments shall have a maturity date later than the maturity date of the ,Notes . Section 5. Execution of Notes . The District hereby requests the County Chairperson, or a designated deputy thereof, to sign the Notes manually or by facsimile signature, the Treasurer to sign the Notes manually or by facsimile signature, and the Clerk of the County Board (the "Clerk" ) to countersign the Notes manually or by facsimile signature (provided that at least one of the foregoing shall sign manually) ; the Clerk to affix the seal of the County thereto by facsimile impression thereof; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 6 . Approval of Contract of Purchase. The form of Contract of Purchase for the Notes, substantially in the form attached hereto as Exhibit B, is hereby approved and the Treasurer, or a designated deputy thereof, or the County Chairperson, is hereby requested to execute and deliver the Contract of Purchase, and the Superintendent or the Business Manager of the District are each' hereby authorized and requested to acknowledge such Contract of Purchase, if necessary, but with such changes 'therein, deletions therefrom and modifications thereto as the County Chairperson may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided that the maximum interest rate on- the Notes shall not exceed eight percent (8%) per annum and the purchase price thereof shall be no less than the principal amount of the Notes; and provided, further, that the Underwriter named therein shall have been so designated by the Superintendent or the Business Manager of the District . The Treasurer , an authorized deputy thereof, or the Chairperson is further authorized to determine the maximum principal amount of Notes to be specified in the Contract of Purchase for sale by the County Board, up to $3, 000, 000 and to 7 NUMATTER/420 enter into and execute the Contract of Purchase with the Underwriter, and if the conditions set forth in this Resolution are satisfied. Section 7. Authorization of Preliminary Official Statement and Official Statement. The financial advisor to the District is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes . The Superintendent or the Business Manager of the District, are hereby authorized and requested to execute and deliver the Official Statement. Section 8 . Delivery of Notes . The proper officers of the County Board are hereby requested to deliver the Notes to the Underwriter in accordance with the Contract of Purchase. All actions heretofore taken by ' the officers and agents of the District Hoard with respect to the Notes are hereby approved, confirmed and ratified, and the officers of the District Board are hereby authorized and directed to do any and all things and take any and all actions including but not limited to those described in the Contract of Purchase, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution and resolutions hereafter adopted by the County Board. Section 9 . Further Actions Authorized. It is hereby covenanted that the District Board, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and , will take any additional . proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution. Section 10. Recitals . All the recitals in this Resolution above are true and correct and this District Board so finds, determines and represents . Section 11. Desianation as Oualified Tax-Exempt Obligation. The District Board hereby designates the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code. Section 12 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the District are hereby authorized and directed to take such other actions as may be necessary to designate . such Notes as "qualified tax-exempt obligations, " including,, if either deemed necessary or appropriate, placing a 8 NUMATTER/420 legend to such effect on the form of Note in such form as either deemed necessary or appropriate. PASSED AND ADOPTED by the Board of Education of Martinez Unified School District this 24th day 'of May, 1988, by the following vote : AYES: Barto, Hobert, Huguet, Laird, Repicky NOES: None ABSENT: None Pr66ident, Board of Education Martinez Unified School District Attest : Secretary, Board 6f(/Education Martinez Unified School District 9 NUMATTER/420 SECRETARY' S CERTIFICATE I, Cesare Caldarelli , Secretary of the Board of Education of Martinez Unified School District, hereby certify as follows : The following is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Education of said District duly and regularly and legally held at the regular meeting place thereof on May 24 , 1988, of which meeting all of the members of the Board of Education of said District 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 the Superintendent ' s office and the foregoing is a full, true and correct copy of the original regulation adopted at said meeting and entered in said minutes . Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: StL4,a$ Secretary, Board o ducation Martinez Unified School District [Seal] 10 NUMATTER/420