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HomeMy WebLinkAboutMINUTES - 05211991 - 1.7 (2) 1-070 COUNTY BOARD OF SUPERVISORS RESOLUTION NAME OF COUNTY: CONTRA COSTA RESOLUTION NO. 91/319- NAME OF SCHOOL DISTRICT: WALNUT CREEK ELEMENTARY SCHOOL DISTRICT MAXIMUM AMOUNT OF BORROWING: $3, 000, 000 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1991-1992 AND THE ISSUANCE AND SALE OF A 1991-1992 TAX AND REVENUE ANTICIPATION NOTE THEREFOR FOR THE ABOVE SCHOOL DISTRICT AND AUTHORIZING PARTICIPATION IN THE CALIFORNIA SCHOOL BOARDS . ASSOCIATION FINANCE CORPORATION CASH RESERVE PROGRAM WHEREAS, pursuant to Section 53850 to 53858, both inclusive, of the Government Code (the "Act") (being Article 7 . 6, Chapter 4 , Part 1, Division 2 , Title 5 of the Government Code) , the School District specified above (the "District") has filed with the Board of Supervisors of the County (the "Board") a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of a 1991-1992 Tax and Revenue Anticipation Note of the District in an amount not to exceed the Maximum Amount of Borrowing specified above (the "Principal Amount") in anticipation of the receipt of taxes , income, revenue; cash receipts and other moneys to be received by the District for the general fund of the District attributable to Fiscal Year 1991-1992; WHEREAS, the County intends to issue a note, for and in the name of the District for the purposes set forth above, in the Principal Amount, as hereinafter defined; WHEREAS, the District has found and determined that the Principal Amount, 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 the state and federal governments) , cash receipts and other moneys of the District attributable to Fiscal Year 1991-1992, and available for the payment of the principal of the Note and the interest thereon; WHEREAS, the District has found and determined that no money has heretofore been borrowed by or on behalf of the 1547W(8) RESOLUTION NO. 91/319 District through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or secured by, taxes, income, revenue, cash receipts or other moneys for the Fiscal Year 1991-1992; WHEREAS, pursuant to Section 53856 of the Act, . certain moneys which will be received by the District during and attributable to Fiscal Year 1991-1992 can be pledged for the payment of the principal of the Note and the interest thereon (as hereinafter provided) ; WHEREAS, the District has determined that it is in the best interests of the District to participate in the California School Boards Association Finance Corporation Cash Reserve Program (the "Program") , whereby participating school districts, community college districts and county boards of education will simultaneously issue and sell tax and revenue anticipation notes to the California School Boards Association Finance Corporation (the "Corporation" ) ; WHEREAS, the District desires to have its Note marketed together with the notes issued by other school districts , community college districts and county boards of education participating in the Program; WHEREAS, the Program requires the Corporation to transfer and assign its interest in the tax and revenue anticipation notes to the Bank of America National Trust and Savings Association, as trustee (the "Trustee" ) , pursuant to a trust agreement between the Corporation and the Trustee, dated as of July 1, 1991 (the "Trust Agreement") ; WHEREAS, the Program requires the Trustee, pursuant to the Trust Agreement, to execute and deliver certificates of participation (the "Certificates" ) evidencing and representing proportionate undivided interests in the payments of principal of and interest on the tax and revenue anticipation notes issued by the school districts, community college districts and county boards of education participating in the Program; WHEREAS, the District desires to have the Trustee execute and deliver Certificates which evidence and represent interests of the owners thereof in the Note and the notes issued by other school districts, community college districts and county boards of education participating in the Program; WHEREAS, as additional security for the owners of the Certificates, the payments by the participating school districts , community college districts and county boards of education of their respective notes will be secured by an irrevocable letter of credit (the "Letter of Credit" ) issued 2 2401W by the bank designated in the Trust Agreement, as finally executed (the "Bank" ) , pursuant to a Reimbursement Agreement (the "Reimbursement Agreement" ) between the Corporation and the Bank; WHEREAS, the Program requires that each participating school district, community college district and county board of education approve the Trust Agreement and the Reimbursement Agreement in substantially the forms presented to the Board; WHEREAS, pursuant to the Program each participating school district , community college district and county board of education will be responsible for its share of the fees of the Trustee and the Bank and. the costs of issuing the Certificates , and its allocable share of all Reimbursement Obligations (as defined in the Trust Agreement) ; and WHEREAS, pursuant to the Program the Corporation will submit 'an offer to purchase the Note and has submitted a form of note purchase agreement (the "Note Purchase Agreement" ) to the Board, which has been approved by the District ; NOW, THEREFORE, the Board hereby finds, determines, declares and resolves as follows : Section 1 . Recitals . All the above recitals are true and correct and this Board so finds and determines . Section 2 . Authorization of Issuance. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the District for the. general fund of the District attributable to Fiscal Year 1991-1992 , and not pursuant to any common plan of financing of the District, the County hereby determines to and shall issue (for and on behalf of the District) a note in the Principal Amount under Sections 53850 et seg. of the Act, designated the District ' s "1991-1992 Tax and Revenue Anticipation Note" (the "Note" ) , to be issued in the form of one fully registered note at the principal amount thereof, to be dated the date of its delivery to the initial purchaser thereof, to mature (without option of prior redemption) not more than thirteen months thereafter (the "Maturity Date") , and to bear interest, payable at maturity and computed upon the basis .of a 360-day year consisting of twelve 30-day months, at a rate not to exceed ten percent (10%) per annum as determined by the Assistant Superintendent for Business, the business manager or chief financial .officer of the District, as the case may be, or, in the absence of said officer, his or her duly appointed assistant , in accordance with the Note Purchase Agreement and 3 2401W Section 4 hereof . If the Note is not paid at maturity and becomes a Bank Note (as defined in the Trust Agreement) , it shall continue to be outstanding and shall bear interest thereafter until paid at the rate per annum which produces a yield equal to the lesser of (i) the Prime Lending Rate (as defined in the Trust. Agreement) plus two percentage points or (ii) the maximum rate permitted by applicable law when applied to the unreimbursed amount of the proceeds of the drawings on the Letter of Credit used to pay principal of and interest on the Note, calculated on the basis of a 360-day year, actual number of days elapsed (the "Bank Rate") . Both the principal of and interest on .the Note shall be payable in lawful money of the United States of America, but only upon surrender thereof, at the corporate trust office of Bank of America National Trust and Savings Association in Los Angeles, California . The principal amount of the Note shall, prior to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ( "Bond Counsel") as to the legality thereof and the exclusion from gross income for federal tax purposes of interest thereon. Section 3 . Form of Note. The Note shall be issued in fully registered form without coupons 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 . Section 4 . Sale of Note; Delegation. The Assistant Superintendent for Business, the business manager or the chief financial officer of the District, as the case may be, or, in the absence of said officer, his or her duly appointed assistant, is hereby authorized and directed to negotiate, with the Corporation, an interest rate on the Note to the stated maturity thereof, which shall not exceed ten percent ( 10%) per annum and the purchase price to be paid by the Corporation for the Note, which purchase price shall be at a discount which when added to the District ' s share of the costs of issuance shall not be more than two percent (2%) of the principal amount of the Note, and, if such interest rate and price are acceptable to said officer, said officer is hereby further authorized and directed to execute and deliver the Note Purchase Agreement , substantially in the form presented to this meeting , with such changes therein as said officer shall require or approve, and such other documents or certificates required to be executed and delivered thereunder or to consummate the transaction contemplated hereby or thereby, for and in the name and on behalf of the District . 4 2401W Section 5 . Disposition of Proceeds of Note. The moneys received from the sale of the Note allocable to the District ' s share of the costs of issuance shall be deposited in the Costs of Issuance Fund held and invested by the Trustee under the Trust Agreement and expended by the Corporation on costs of issuance as provided in the Trust Agreement . The moneys received from the sale of the Note (net of the District ' s share of the costs of issuance) shall be deposited in the District' s Proceeds Subaccount authorized to be created pursuant to, and held and invested by the Trustee under, the Trust Agreement for the District and said moneys may be used and expended by the District for any purpose for which it is authorized to expend funds upon requisition from the Proceeds Subaccount as specified in the Trust Agreement . The District has covenanted and agreed to replenish amounts on deposit in its Proceeds Subaccount to the extent practicable from any source of available funds up to an amount equal to the unreplenished withdrawals from such Proceeds Subaccount . The Trustee shall transfer to the Payment Account (hereinafter defined) of the District from amounts on deposit in the Proceeds Subaccount on April 1, 1992 an amount which, taking into consideration anticipated earnings thereon to be received by the Maturity Date, is equal to one-third of the principal and interest due on the Note at maturity and on May 1, 1992 the remaining amounts, as and to the extent provided in the Trust Agreement . Section 6 . Source of Payment . (A) The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue from the state and federal governments) , cash receipts and other moneys which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 . and' which are available for payment thereof . As security for the payment of the principal of and interest on the' Note, the County, for and on behalf of the District, hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 , and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the first moneys received by the District from such pledged revenues, and, to the extent not so paid, shall be paid from any other taxes, income, revenue, cash receipts and other moneys of the District lawfully available therefor (all as provided for in Sections 53856 and 53857 of the Act) . In order to effect this pledge, the District has agreed and the County hereby agrees to the establishment and maintenance of the Payment Account as a special fund of the District (the "Payment Account" ) by the Trustee under the Trust Agreement as the responsible agent to 5 2401W maintain such fund until the payment of the principal of the Note and the interest thereon, and the District has agreed to cause to be deposited (and shall request specific amounts from the District ' s funds on deposit with the Treasurer for such purpose) directly therein the first amounts received in the months of April, May and June of 1992 (and any amounts received thereafter attributable to Fiscal Year 1991-1992) until the amount on deposit in such fund, taking into consideration anticipated investment earnings thereon to be received by the Maturity Date (as set forth in a certificate from the Purchaser to the Trustee) , is equal to the following amounts (i) in the month of April, one-third of the principal and interest due on the Note at maturity, (ii) in the month of May, two-thirds of the principal and interest due on the Note at maturity and (iii) in the month of June, all of the principal and interest due on the .Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues" ) . In the event that on the tenth Business Day (as defined in the Trust Agreement) of each such month, the District has not received sufficient unrestricted revenues to permit the .deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in .the Payment Account from said unrestricted revenues in said month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the payment of the principal of the Note and the interest thereon, as and when such other moneys are received or are otherwise legally available. The term "unrestricted revenues" shall mean all taxes, income, revenue (including, but not limited to, revenue from the state and federal governments) , cash receipts, and other moneys, 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 . (B) Any moneys placed in the Payment Account shall be for the benefit of the owner of the Note and (to the extent provided in the Trust Agreement) , the Bank, and until the principal of the Note and all interest thereon are paid or until provision has been made for the payment of the principal of the Note at maturity with interest to maturity (in accordance with the requirements for defeasance of the Certificates as set forth in the Trust Agreement) and (to the extent provided in the Trust Agreement) the payment of all Reimbursement Obligations owing to the Bank, the moneys in the Payment Account ,shall be applied only for the purposes for which the Payment Account is created. (C) on the Maturity Date of the Note, the moneys in the Payment Account shall be transferred by the Trustee, to the extent necessary, to pay the principal of and interest on 6 2401W the Note. Any moneys remaining in or accruing to the Payment Account after the principal of the Note and the interest thereon and any Reimbursement Obligations have been paid, or provision for such payment has been made, shall be transferred by the Trustee to the District, subject to any other disposition required by the Trust Agreement . (D) Moneys in the Proceeds Subaccount and the Payment Account shall be invested by the Trustee pursuant to the Trust Agreement in the Investment Agreement and other Permitted Investments as described in and under the terms of the Trust Agreement . The Trustee has been directed to invest such funds pursuant to the Investment Agreement and to enter into the Investment Agreement on behalf of the District . The District ' s funds shall be accounted for separately and the obligation of the provider of the Investment Agreement with respect to the District under the Investment Agreement shall be severable. Any such investment by the Trustee shall be for the account and risk of the District and the District shall not be deemed to be relieved of any of its obligations with respect to the Note or Reimbursement Obligations by reason of such investment of the moneys in its Proceeds Subaccount and Payment Account . Section 7. Execution of Note. Any one of the Treasurer of the County, or, in the absence of said officer, his or her duly appointed assistant, the Chairperson of the Board or the Auditor (or comparable financial officer) of the County is hereby authorized to execute the Note by manual or facsimile signature and the Clerk of the Board or any Deputy Clerk is hereby authorized to countersign the Note by manual or facsimile signature. The Clerk of the Board or any Deputy Clerk is hereby authorized to affix the seal of the County to the Note either manually or by facsimile impression thereof . Said officers of the County are hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate. Said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent , to authenticate and deliver the Note to the Corporation, pursuant to the terms and conditions of the Note Purchase Agreement . In case any officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery. The Note shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Trustee and showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly 7 2401W executed by the Trustee by manual signature, and such certificate of authentication upon any such Note shall be conclusive evidence that such has been authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be deemed to have been executed by the Trustee if signed by an authorized officer of the Trustee. Section 8 . Note Registration and Transfer . (A) As long as the Note remains outstanding, the District shall maintain .and keep at the principal corporate trust office of the Trustee books for the registration and transfer of the Note. The Note shall initially be registered in the name of the Trustee, as trustee under the Program. Upon surrender of the Note for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the County shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully registered Note. For every transfer of the Note (except a Bank Note to the Bank) , the County, the District or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition precedent to the exercise of the privilege of making such transfer . (B) Subject to Section 6 of the District ' s. ._. Resolution, the County, the District and the Trustee and their respective successors may deem and treat the person in whose name the Note is registered as the absolute owner thereof for all purposes and the County, the District and the Trustee and their respective successors shall not be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall be made only to or upon the order of the registered owner thereof. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. (C) Any Note may, in accordance with its terms , be transferred upon the books required to be- kept by the Trustee pursuant to the provisions hereof by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in form approved by the Trustee . 8 2401W (D) The Trustee will keep or cause to be kept, at its principal corporate trust office, sufficient .books for the -registration and transfer of the Note, which shall be open to inspection by the County and the District during regular business hours . Upon presentation for such purpose, the Trustee shall , under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore. provided. (E) If any Note shall become mutilated, the County, at the expense of the registered owner of such Note, shall execute, and the Trustee shall thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the County, the District and the Trustee and, if such evidence be satisfactory to them and indemnity. satisfactory to them shall be given, the County, at the expense of the registered owner, shall execute, and the Trustee shall thereupon authenticate and deliver a new Note of like tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee may pay the same without surrender thereof) . The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Trustee in the premises . Any Note issued under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual . obligation on the part of the County (on behalf of the District) whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution. Section 9 . Representations and Covenants . (A) The County is a political subdivision duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt the Resolution, ('ii) issue the Note on behalf of the District and (iii) enter into and perform, on behalf of the District, its obligations under the Note. Purchase Agreement . 9 2401W (B) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, arbitrator, governmental or other board, body or official, pending or, to the best knowledge of the County, threatened against or affecting the County questioning the validity of any proceeding taken or to be taken by the County in connection with the execution, delivery and performance by the County of the Note or this Resolution, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the County of any of the foregoing or which would have a materially adverse effect on the County' s financial condition or results of operations or on the ability of the County to . conduct its activities as presently conducted or as proposed or contemplated to be conducted, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of, or the authority or ability _ of the County to perform its obligations under, the Note or this Resolution. (C) The County will not directly or indirectly amend, supplement, repeal, or waive any portion of this Resolution without the consent of the Bank. Any amendment, supplement, repeal or waiver . of any portion of this Resolution without the consent of the . Bank shall be void. (D) It is hereby covenanted and warranted by the County that all representations and recitals contained in this Resolution are true and correct, and that the County and its appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them for the levy, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of this Resolution and the Note. Section 10 . Events of Default and Remedies . If any of the following events occurs , it is hereby defined as and declared to be and to constitute an "Event of. Default" (A) Failure by the County on behalf of the District to make the deposits to the Payment Account or any other payment required to be paid hereunder on or before the date on which such deposit or other payment is due and payable; (B) Failure by the County on behalf of the District to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Resolution, for a period of fifteen (15) days after written notice, specifying such failure and requesting 10 2401W that it be remedied, is given to the County and the District by the Corporation, the Trustee or the Bank, unless the Corporation_, the Trustee and the Bank shall agree in writing to an extension of such time prior to its expiration; (C) Any warranty, representation or other statement by or on behalf of the County contained in this Resolution or the Note Purchase Agreement or in any requisition or any financial report or deficiency report delivered by the County on behalf of the District or in any instrument furnished in compliance with or in reference to this Resolution or the Note Purchase Agreement or in connection with the Note, is false or misleading in any material respect; (D) Any "Event of Default" by the District under the terms of the resolution of the District authorizing the County to issue the Note on its behalf . Whenever any Event of Default referred to in this Section 10 shall have happened and be continuing, the Corporation or the Trustee shall, in addition to any other remedies provided herein or by law or under the Trust Agreement, have the right , at its or their option without any further demand or notice, to take one or any combination of the following remedial steps : (1) Without declaring the Note to be immediately due and payable, require the District to pay to the Trustee, for deposit into the Payment Account of the District in the Certificate Payment Fund under the Trust Agreement, an amount equal to the principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, - and upon notice to the District the same shall become immediately due and payable by the District without further notice or demand; and (2) Take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder . Notwithstanding the foregoing, as long as the Bank has not failed to comply with its payment obligations under the Letter of Credit, the Bank shall have the right to direct the remedies upon any Event of Default hereunder and the Bank' s prior consent shall be required to any remedial action , proposed to be taken by the Trustee or the Corporation hereunder, except that nothing contained herein shall affect or impair the right of action of any owner of a Certificate to 11 2401W institute suit directly against the District to enforce payment of the obligations evidenced and represented by such owner ' s Certificate. If the Bank is not reimbursed on the Maturity Date for the drawing used to pay principal of and interest on the Note due to a default in payment on the Note by the District, as provided in Section 5 . 0.3 of the Trust Agreement, the Note shall continue to be outstanding and shall be a Bank Note and shall bear interest at the Bank Rate, until the District ' s obligation on the Bank Note is paid in full . Section 11 . Trustee. The County hereby approves the appointment of the Trustee as paying agent, registrar and authenticating agent for the Note. Payment of the Note by the Trustee shall be in accordance with the terms of the Note, this Resolution and the Resolution of the District requesting issuance of the Note. Section 12 . Sale of Note. The Note shall be sold to the Corporation, in accordance with the terms of the Note Purchase Agreement, hereinbefore approved. Section 13 . Approval of Actions . The aforementioned officers of this Board are hereby authorized and directed to execute the Note and cause the Trustee to authenticate and deliver the Note to the Corporation, pursuant to the terms and conditions of the Note Purchase Agreement . . All actions heretofore taken by the officers and agents of the County or this Board with respect to the sale and issuance of the Note and participation in the Program are hereby approved, confirmed and ratified and the officers and agents of the County and this Board are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of 'them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. Section 14 . Proceedings Constitute Contract . The provisions of the Note and of this Resolution shall constitute a contract between the County and the registered owner of the Note and the Bank, and such provisions shall be enforceable by mandamus or any other appropriate suit , action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable. Section 15 . Limited Liability. Notwithstanding anything to the contrary contained herein or in the Note or in 12 240.1W any other document mentioned herein, the County shall not have any monetary liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Note shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof . 13 2401W EXHIBIT A FORM OF NOTE SCHOOL DISTRICT COUNTY OF CALIFORNIA 1991-1992 TAX AND REVENUE ANTICIPATION NOTE Date of Interest Rate Maturity Date Original Issue REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, 'the School District designated above (the "District" ) , located in the County designated above (the "County" ) , acknowledges itself indebted to and promises to pay to the registered owner identified above, or registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the United States of America, together with interest thereon at the rate of..__ interest specified above. Principal of and interest on this Note are payable in such coin or currency of the United States as at the .time of payment is legal tender for payment of private and public debts, such principal and interest to be paid upon surrender hereof at the principal corporate trust office of Bank of. America National Trust and Savings Association in Los Angeles, California, or its successor in trust .(the . "Trustee" ) . Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months, in like lawful money from the date hereof until the maturity date specified above and, if funds are not provided for payment at maturity, thereafter on the basis of a 360-day year for actual days elapsed until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only to the registered owner hereof 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 . If the District fails to pay A-1 2401W this Note when due and the Bank (as defined in the Resolution hereafter described) is not reimbursed in full for the amount drawn on the Letter of Credit (as defined in the Resolution) to pay this Note on the date of such payment, this Note shall become a Bank Note (as defined in the Resolution) and shall continue to be outstanding and shall bear interest payable at a rate per annum which produces a yield equal to the lesser of (i) the Prime Lending Rate (as defined in the trust agreement, dated as of July 1, 1991 (the "Trust Agreement") , by and between the Trustee and the California School Boards Association Finance Corporation) plus two percentage points or (ii) the maximum rate permitted by applicable law when applied to the unreimbursed amount of the proceeds of the drawings on the . Letter of Credit used to pay principal of and interest on the Note, calculated on the basis of a 360-day year, actual number of days elapsed (the "Bank Rate") until fully paid. It is hereby certified, recited and declared that this Note (the "Note" ) represents the authorized issue of the Note in the aggregate principal amount made, executed and given pursuant to and by authority of certain resolutions of the governing boards of the District and the County duly passed and adopted heretofor, under and by authority of .Article 7 . 6 (commencing with Section 53850) of Chapter 4 , Part 1 , Division 2, Title 5 of the California Government Code (collectively, the "Resolution, " to all of the provisions of which the owner of this Note, by acceptance hereof , assents and agrees) , 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 of the Note, together with the, interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 . As security for the payment of the principal of and interest on the Note, the District has pledged the first amounts of unrestricted revenues of the District received in April, May and June of 1992 (and any amounts received thereafter attributable to Fiscal Year 1991-1992) until the amount on deposit in the Payment Fund (as defined in the Resolution) in each such month, taking into consideration anticipated earnings thereon to be received by the maturity date, is equal to : (1) in the month of April , one-third of the principal and interest due on the Note at maturity, (2) in the month of May, two-thirds of A-2 2401W the principal and interest due on the Note at maturity, and (3) in the month of June, all of the principal and interest due on 'the Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues") , and the principal of the Note 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. The County is not liable for payment of this Note. This Note is transferable, as provided by the Resolution, only upon the books of the District kept at the office of the Trustee, by the registered owner hereof in person or by its duly authorized attorney, upon surrender of this Note for transfer at the office of the Trustee, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the registered owner hereof or its duly authorized attorney, and (except in -case of transfer to the Bank as a Bank Note) upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, a fully registered Note will be issued to the designated transferee or transferees . The County, the District and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the County, the District and the Trustee shall not be affected by any notice to the contrary. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication and Registration hereon shall have been signed by the Trustee . . It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Note do exist, have happened and have been performed in due time, form and manner .as required by the Constitution and statutes of the State of California and that the amount of this Note, together with all other indebtedness of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California . A-3 2401W IN WITNESS WHEREOF, the Board of Supervisors of the County has caused this Note to be executed by the manual or facsimile signature of a duly authorized officer of the County and countersigned by the manual or facsimile signature of its duly authorized officer and caused its official seal to be affixed hereto either manually or by facsimile impression hereon as of the date of authentication set forth below. COUNTY OF By Title: (SEAL) Countersigned By Title: A-4 2401W CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Note is the Note mentioned in the within-mentioned Resolution authenticated on the following date: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as. Trustee BY AUTHORIZED OFFICER ASSIGNMENT For Value Received, the undersigned, hereby sells , assigns and transfers unto (Tax. Identification or Social Security No . ) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books kept for registration thereof , with full power of substitution in the premises . Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever . Signature Guaranteed: NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 2401W CLERK' S CERTIFICATE I , C. Matthews Depot Clerk of the Board 'of Supervisors of the County of Contra Costa hereby certify as follows : The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of the County duly and regularly held at the regular meeting place thereof on the 21st day of May , 19911 of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof -were present; and at said meeting said resolution was adopted by the following vote: ,AYES: Supervisors Fanden, Schroder-, McPeak, Torlakson, Powers NOES: None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at Administration Building Lobby 651 Pine St ,Martinez, California , a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda . I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full , true and correct copy of the original resolution adopted at said meeting and entered in said minutes ; and 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: May 21 1991 Deputy Clerk of the Board of Supervisors of the County of Contra Costa (Seal] 2401W .� - . . PA ._070 COUNTY BOARD OF SUPERVISORS RESOLUTION NAME OF COUNTY• CONTRA COSTA RES-OLUTION NO,' 91%3.18 NAME OF SCHOOL DISTRICT: CONTRA COSTA OFFICE OF EDUCATION MAXIMUM AMOUNT OF BORROWING: $5,000, 000 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1991-1992 AND THE ISSUANCE AND SALE OF A 1991-1992 TAX AND REVENUE ANTICIPATION NOTE THEREFOR FOR THE ABOVE SCHOOL DISTRICT AND AUTHORIZING PARTICIPATION IN THE CALIFORNIA SCHOOL BOARDS ASSOCIATION FINANCE CORPORATION CASH RESERVE PROGRAM WHEREAS, pursuant to Section 53850 to 53858, both inclusive, of the Government Code (the "Act") (being Article 7 . 6 , Chapter 4 , Part 1, Division 2 , Title 5 of the Government Code) , the School District specified above (the "District") has filed with the Board of Supervisors of the County (the "Board" ) a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of a 1991-1992 Tax and Revenue Anticipation Note of the District in an amount not to exceed the Maximum Amount of Borrowing specified above (the "Principal Amount") in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the District for the general fund of the District attributable to Fiscal Year 1991-1992 ; WHEREAS, the County intends to issue a note, for and in the name of the District for the purposes set forth above, in the Principal Amount, as hereinafter defined; ra`n WHEREAS, the District has found and determined that the Principal Amount, 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 the state and federal governments) , cash receipts and other moneys of the District attributable to Fiscal Year 1991-1992 , and available for the payment of the principal of the Note and the interest thereon; WHEREAS, the District has found and determined that no money has heretofore been borrowed by or on behalf of the 1547W(7) �'� ' RESOLUTION NO. 91/318 District through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or secured by, taxes , income, revenue, cash receipts or other moneys for the Fiscal Year 1991-1992 ; WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received by the District during and attributable to Fiscal Year 1991-1992 can be pledged for the payment of the principal of the Note and the interest thereon (as hereinafter provided) ; WHEREAS, the District has determined that it is in the best interests of the District to participate in the California School Boards Association Finance Corporation Cash Reserve Program (the "Program" ) , whereby participating school districts , community college districts and county boards. of education will simultaneously issue and sell tax and revenue anticipation notes to the California School Boards Association Finance Corporation (the "Corporation") ; WHEREAS, ' the District desires to have its Note marketed together with the notes issued by other school districts , community college districts and county boards of education participating in the Program; WHEREAS, the Program requires the Corporation to transfer and assign its interest in the tax and revenue anticipation notes to the Bank of America National Trust and Savings Association, as trustee (the "Trustee") , pursuant to a trust agreement between the Corporation and the Trustee, dated as of July 1 , 1991 (the "Trust Agreement" ) ; - WHEREAS, the Program requires the Trustee, pursuant to the Trust Agreement, to execute and deliver certificates of participation (the "Certificates") evidencing and representing proportionate undivided interests in the payments of principal of and interest on the tax and revenue anticipation notes issued by the school districts , community college districts and county boards of education participating in the Program; WHEREAS, the District desires to have the Trustee execute and deliver Certificates which evidence and represent interests of the owners thereof in the Note and the notes issued by other school districts, community college districts and county boards of education participating in the Program; WHEREAS, as additional security for the owners of the Certificates , the payments by the participating school districts , community college districts and county boards of education of their respective notes will be .secured by an irrevocable letter of credit (the "Letter of Credit" ) issued 2 2401W by the bank designated in the Trust Agreement, as finally executed (the "Bank" ) , pursuant to a Reimbursement Agreement (the "Reimbursement Agreement" ) between the Corporation and the Bank; WHEREAS, the Program requires that each participating school district, community college district and county board of education approve the Trust Agreement and the Reimbursement Agreement in substantially the forms presented to the Board; WHEREAS, pursuant to the Program each participating school district, community college district and county board of education will be responsible for its share of the fees of the Trustee and the Bank and the costs of issuing the Certificates , and its allocable share of all Reimbursement Obligations (as defined in the Trust Agreement) ; and WHEREAS, pursuant to the Program the Corporation will submit an offer to purchase the Note and has submitted a form of note purchase agreement (the "Note Purchase Agreement" ) to the Board, which has been approved by the District; NOW, THEREFORE, the Board hereby finds, determines, declares and resolves as follows : Section 1 . Recitals . All the above recitals are true and correct and this Board so finds and determines . Section 2 . Authorization of Issuance. Solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the District for the general fund of the District attributable to Fiscal Year 1991-1992 , and not pursuant to any common plan of financing of the District , the County hereby determines to and shall issue (for and on behalf of the District) a note in the Principal Amount under Sections 53850 et seq. of the Act, designated the District ' s 111991-1992 Tax and Revenue Anticipation Note" (the "Note" ) , to be issued in the form of one fully registered note at the principal amount thereof, to be dated the date of its delivery to the initial purchaser thereof, to mature (without option of prior redemption) not more than thirteen months thereafter (the "Maturity Date") , and to bear interest, payable at maturity and computed upon the basis of a 360-day year consisting of twelve 30-day months, at a rate not to exceed ten percent (10%) per annum as determined by the Assistant Superintendent for Business , the business manager or chief financial officer of the District, as the case may be, or, in the absence of said officer, his or her duly appointed assistant , in accordance with the Note Purchase Agreement and 3 2401W Section 4 hereof . If the Note is not paid at maturity and becomes a Bank Note (as defined in the Trust Agreement) , it shall continue to be outstanding and shall bear interest thereafter until paid at the rate per, annum which produces a yield equal to the lesser. of (i) the Prime Lending Rate (as defined in the Trust Agreement) plus two percentage points or (ii) the maximum rate permitted by applicable law when applied to the unreimbursed amount of ,the proceeds of the drawings on the Letter of Credit used to pay principal of and interest on the Note, calculated on the basis of a 360-day year, actual number of days elapsed (the "Bank Rate" ) . Both the principal of and interest on the Note shall be payable in lawful money of the United States of America, but only upon surrender thereof , at the corporate trust office of Bank. of America National Trust and Savings Association in Los Angeles, California . The principal amount of the Note shall, prior to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to the extent necessary to obtain 'an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond Counsel" ) as to the legality thereof and the exclusion from gross income for federal tax purposes of interest thereon. Section 3 . Form of Note. The Note shall be issued in fully registered form without coupons 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 . Section 4 . Sale of Note; Delegation. The Assistant Superintendent for Business, the business manager or the chief financial officer of the District, as the case may be, or, in the absence of said officer, his or her duly appointed assistant , is hereby authorized and directed to negotiate, with the Corporation, an interest rate on the Note to the stated maturity thereof, which shall not exceed ten percent (10%) per annum and the purchase price to be paid by the Corporation for the Note, which purchase price shall be at a discount which when added to the District ' s share of the costs of issuance shall not be more than two percent (2%) of the principal amount of the Note, and, if such interest rate and price are acceptable to said officer, said officer is hereby further authorized and directed to execute and deliver the Note Purchase Agreement, substantially in the form presented to this meeting, with such changes therein as said officer shall require or approve, and such other documents or certificates required to be executed and delivered thereunder or to consummate the transaction contemplated hereby or thereby, for and in the name and on behalf of the District . 4 2401W Section 5 . Disposition of Proceeds of Note. The moneys received from the sale of the Note allocable to the District ' s share of the costs of issuance shall be deposited in the Costs of Issuance Fund held and invested by the Trustee under the Trust Agreement and expended by the Corporation on costs of issuance as provided in the Trust Agreement . The moneys received from the sale of the Note (net of the District ' s share of the costs of issuance) shall be deposited in the District ' s Proceeds Subaccount authorized to be created pursuant to, and held and invested by the Trustee under, the Trust Agreement for the District and said moneys may be used and expended by the District for any purpose for which it is authorized to expend funds upon requisition from the Proceeds Subaccount as specified in the Trust Agreement . The District has covenanted and agreed to replenish amounts on deposit in its Proceeds Subaccount to the extent practicable from any source of available funds up to an amount equal to the unreplenished withdrawals from such Proceeds Subaccount . The Trustee shall transfer to the Payment Account (hereinafter defined) of the District from amounts on deposit in the Proceeds Subaccount on April 1, 1992 an amount which, taking into consideration anticipated earnings thereon to be received by the Maturity Date, is equal to one-third of the principal and interest due on the Note at maturity and on May 1, 1992 the remaining amounts , ..as and to the extent provided in the Trust Agreement . Section 6 . Source of Payment . (A) The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue from the state and federal governments) , cash receipts and other moneys which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 and which are available for payment thereof . As security for the payment of the principal .of and interest on the' Note, the County, for and on behalf of the District, hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 , and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the first moneys received by the District from such pledged revenues, and, to the extent not so paid, shall be paid from any other taxes, income, revenue, cash receipts and other moneys of the District lawfully available therefor (all as provided for in Sections 53856 and 53857 of the Act) . In order to effect this pledge, the District has agreed and the County hereby agrees to the establishment and maintenance of the Payment Account as a special fund of the District (the "Payment Account" ) by the Trustee under the Trust Agreement as the responsible agent to 5 2401W maintain such fund until the payment of the principal of the Note and the interest thereon, and the District has agreed to cause to be deposited (and shall request specific amounts from the District ' s funds on deposit with the Treasurer for such purpose) directly therein the first amounts received in the months of April, May and June of 1992 (and any amounts received thereafter attributable to Fiscal Year 1991-1992) until the amount on deposit in such fund, taking into consideration anticipated investment earnings thereon to be received by the Maturity Date (as set forth in a certificate from the Purchaser to the Trustee) , is equal to the following amounts (i) in the month of April, one-third of the principal and interest due on the Note at maturity, (ii) in the month of May, two-thirds of the principal and interest due on the Note , at maturity and (iii) in the month of June, all of the principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues") . In the event that on the tenth Business Day (as defined in the Trust Agreement) of each such month, the District has not received sufficient unrestricted revenues to permit the deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in the Payment Account from said unrestricted revenues in said month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the payment of the principal of the Note and the interest thereon, as and when such other moneys are received or are otherwise legally available. The term "unrestricted revenues" shall mean all taxes, income, revenue (including, but not limited to, revenue from the state and federal governments) , cash receipts, and other moneys, 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 . (B) Any moneys placed in the Payment Account shall be for the benefit of the owner of the Note and (to the extent provided in .the Trust Agreement) , the Bank, and until the principal of the Note and all interest thereon are paid or until provision has been made for the payment of the principal . of the Note at maturity with interest to maturity (in accordance with the requirements for defeasance of the Certificates as set forth in the Trust Agreement) and (to the extent provided in the Trust Agreement) the payment of all Reimbursement Obligations owing to the Bank, the moneys in the Payment Account shall be applied only for the purposes for which the Payment Account is created. (C) on the Maturity Date of the Note, the moneys in the Payment Account shall be transferred by the Trustee, to the extent necessary, to pay the principal of and interest on 6 2401W the Note. Any moneys remaining in or accruing to the Payment Account after the principal of the Note and the interest thereon and any Reimbursement Obligations have been paid, or provision for such payment has been made, shall be transferred by the Trustee to the District, subject to any other disposition required by the Trust Agreement . (D) Moneys in the Proceeds Subaccount and the Payment Account shall be invested by the Trustee pursuant to the Trust Agreement in the Investment Agreement and other Permitted Investments as described in and under the terms of the Trust Agreement . The Trustee has been directed to invest such funds pursuant to the Investment Agreement and to enter into the Investment Agreement on behalf of the District . The District ' s funds shall be accounted for separately and the obligation of the provider of the Investment Agreement with respect to the District under the Investment Agreement shall be severable. Any such investment by the Trustee shall be for the account and risk of the District and the District shall not be deemed to be relieved of any of its obligations with respect to the Note or Reimbursement Obligations by reason of such investment of the moneys in its Proceeds Subaccount and Payment Account . Section 7 . Execution of Note. Any one of the Treasurer of the County, or, in the absence of said officer, his or her duly appointed assistant, the Chairperson of the Board or the Auditor (or comparable financial officer) of the County is hereby authorized to execute the Note by manual or facsimile signature and the Clerk of the Board or any Deputy Clerk is hereby authorized to countersign the Note by manual or facsimile signature . The Clerk of the Board or any Deputy Clerk is hereby authorized to affix the seal of the County to the Note either manually or by facsimile impression thereof . Said officers of the County are hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate. Said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent, to authenticate and deliver the Note to the Corporation, pursuant to the terms and conditions of the Note Purchase Agreement . In case any officer whose signature shall appear on any Note shall cease to be such. officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes , the same as if such officer had remained in office until delivery. The Note shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Trustee and showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly 7 2401W executed by the Trustee by manual signature, and such certificate of authentication upon any such Note shall be conclusive evidence that such has been authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be deemed to have been executed by the Trustee if signed by an authorized officer of the Trustee. Section 8 . Note Registration and Transfer . (A) As long as the Note remains outstanding, the District shall maintain and keep at the principal corporate trust office of the Trustee books for the registration and transfer of the Note. The Note shall initially be registered in the name of the Trustee, as trustee under the Program. Upon surrender of the Note for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the County shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully registered Note. For every transfer of the Note (except a Bank Note to the Bank) , the County, the District or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition precedent to the exercise of the privilege of making such transfer . (B) Subject to Section 6 of the District ' s Resolution, the County, the District and the Trustee and their respective successors may deem and treat the person in whose name the Note is registered as the absolute owner thereof for all purposes and the County, the District and the Trustee and their respective successors shall not be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall be made only to or upon the order of the registered owner thereof . All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. (C) Any Note may, in accordance with its terms, be transferred upon the books required to be kept by the Trustee pursuant to the provisions hereof by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in form approved by the Trustee . 8 2401W (D) The Trustee will keep or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Note, which shall be open to inspection by the County and the District during regular business hours . Upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore provided. (E) If any Note shall become mutilated, the County, at the expense of •the registered owner of such Note, shall execute, and the Trustee shall thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of the Note so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the County. If any Note shall be lost, destroyed or stolen, evidence of such loss , destruction or theft may be submitted to the County, the District and the Trustee and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be given, the County, at the expense of the registered owner, shall execute, and the Trustee shall thereupon authenticate and deliver a new Note of like tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee may pay the same without surrender thereof) . The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Note issued pursuant to this paragraph and of the expenses which may be incurred by the County and the Trustee in the premises . Any Note issued under these provisions in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the County (on behalf of the District) whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with all other Notes secured by this Resolution. Section 9 . Representations and Covenants . (A) The County is a political subdivision duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt the Resolution, (ii) issue the Note on behalf of the District and (iii) enter into and perform, on behalf of the District, its obligations under the Note Purchase Agreement . 9 2401W (B) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court , arbitrator, governmental or other board, body or official, pending or, to the best knowledge of the County, threatened against or affecting the County questioning the validity of any proceeding taken or to be taken by the County in connection with the execution, delivery and performance by the County of the Note or this Resolution, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the County of any of the foregoing or which would have a materially adverse effect on the County' s financial condition or results of .operations or on the ability of the County to conduct its activities as presently conducted or as proposed or contemplated to be conducted, wherein an unfavorable decision, ruling or finding would materially, adversely affect the validity or enforceability of, or the authority or ability of the County to perform its obligations under, the Note or this Resolution.. (C) The County will not directly or indirectly amend, supplement, repeal, or waive any portion of this Resolution without the consent of the Bank. Any amendment, supplement , repeal or waiver of any portion of this Resolution without the consent of the Bank shall be void. (D) It is hereby covenanted and warranted by the County that all representations and recitals contained in this Resolution are true and correct, and that the County and its appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them for the levy, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of this . Resolution and the Note.. Section 10 . Events of Default and Remedies . If any of the following events occurs , it is hereby defined as and declared to be and to constitute an "Event of Default" (A) Failure by the County on behalf of the District to make the deposits to the Payment Account or any other payment required to be paid hereunder on or before the date on which such deposit or other payment is due and payable; (B) Failure by the County on behalf of the District to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Resolution, for a period of fifteen (15) days after written notice, .specifying such failure and requesting 10 24011 that it be remedied, is given to the County and the District by the Corporation, the Trustee or the Bank, unless the Corporation, the Trustee and the Bank shall agree in writing to an extension of such time prior to its expiration; (C) Any warranty, representation or other statement by or on behalf of the County contained in this Resolution or the Note Purchase Agreement or in any requisition or any financial report or deficiency report delivered by the County on behalf of the District or in any instrument furnished in compliance with or in reference. to this Resolution or the Note Purchase Agreement or in connection with the Note, is false or misleading in any material respect; (D) Any "Event of Default" by the District under the terms of the resolution of the District authorizing the County to issue the Note on its behalf . Whenever any Event of Default referred to in this Section 10 shall have happened and be continuing, the Corporation or the Trustee shall, in addition to any other remedies provided herein or by law or under the Trust Agreement, have the right, at its or their option without any further demand or notice, to take one or any combination of the following remedial steps : (1) Without declaring the Note to be immediately due and payable, require the District to pay to the Trustee, for deposit into the Payment Account of the District in the Certificate Payment Fund under the Trust Agreement, an amount equal to the principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and upon notice to the District the same shall become immediately due and payable by the District without further notice or demand; and (2) Take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder . Notwithstanding the foregoing, as long as the Bank has not failed to comply with its payment obligations under the Letter of Credit, the Bank shall have the right to direct the remedies upon any Event of Default hereunder and the Bank' s prior consent shall be required to any remedial action proposed to be taken by the Trustee or the Corporation hereunder, except that nothing contained herein shall affect or impair the right of action of any owner of a Certificate to _ 11 2401W institute suit directly against the District to enforce payment of the obligations evidenced and represented by such owner ' s Certificate. If the Bank is not reimbursed on the Maturity Date for the drawing used to pay principal. of and interest on the Note due to a default in payment on the Note by the District, as provided in Section 5 . 03 of the Trust Agreement, the Note shall continue to be outstanding and shall be a Bank Note and shall bear interest at the Bank Rate, until the District ' s obligation on the Bank Note is paid in full. Section 11 . Trustee. The County hereby approves the appointment of the Trustee as paying agent, registrar and authenticating agent for the Note. Payment of the Note by the Trustee shall be in accordance with the terms of the Note, this Resolution and the Resolution of the District requesting issuance of the Note. Section 12 . Sale of Note. The Note shall be sold to the Corporation, in accordance with the terms of the Note Purchase Agreement, hereinbefore approved. Section 13 . Approval of Actions . The aforementioned officers of this Board are hereby authorized and directed to execute the Note and cause the Trustee to authenticate and deliver. the Note to the Corporation, pursuant to the terms and conditions of the Note Purchase Agreement . All actions heretofore taken by the officers and agents of the County or this Board with respect to the sale and issuance of the Note and participation in the Program are hereby approved, confirmed and ratified and the officers and agents of the County and this Board are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates , agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. Section 14 . Proceedings Constitute Contract . The provisions of the Note and of this Resolution shall constitute a contract between the County and the registered owner of the Note and the Bank, and such provisions shall be enforceable by mandamus or any other appropriate suit , action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable . Section 15 . Limited Liability. Notwithstanding anything to the contrary contained herein or in the Note or in 12 2401W any other document mentioned herein, the County shall not have any monetary liability hereunder or by reason hereof or in connection with the transactions contemplated . hereby and the Note shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof . 13 2401W EXHIBIT A FORM OF NOTE SCHOOL DISTRICT . COUNTY OF CALIFORNIA 1991-1992 TAX AND REVENUE ANTICIPATION NOTE Date of Interest Rate Maturity Date Original Issue REGISTERED OWNER: PRINCIPAL AMOUNT: FOR VALUE RECEIVED, the School District designated above (the "District" ) , located in the County designated above (the "County" ) , acknowledges itself indebted to and promises to pay to the registered owner identified above, or registered assigns , on the maturity date set forth above, the principal sum specified above in lawful money of the United States of America, together with interest thereon at the rate of.._. interest specified above. Principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of private and public debts, such principal and interest to be paid upon surrender hereof at the principal corporate trust office of Bank of America National Trust and Savings Association in Los Angeles, California, or its successor in trust (the "Trustee" ) . Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months, in like lawful money from the date hereof until the maturity date specified above and, if funds are not provided for payment at maturity, thereafter on the basis of a 360-day year for actual days elapsed until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only to the registered owner hereof upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable f-or any period after maturity during which the holder hereof fails to properly present this Note for payment . If the District fails to pay A-1 2401W this Note when due and the Bank (as defined in the Resolution hereafter described) is not reimbursed in full for the amount drawn on the Letter of Credit (as defined in the Resolution) to pay this Note on the date of such payment, this Note shall become a Bank Note (as defined in the Resolution) and shall continue to be outstanding and shall bear interest payable at a rate per annum which produces a yield equal to the lesser of (i) the Prime Lending Rate (as defined in the trust agreement, dated as of July 1, 1991 (the "Trust Agreement") , by and between the Trustee and the California School Boards Association Finance Corporation) plus two percentage points or (ii) the maximum rate permitted by applicable law when applied to the unreimbursed amount of the proceeds of the drawings on the Letter of Credit used to pay principal of and interest on the Note, calculated on the basis of a 360-day year, actual number of days elapsed (the "Bank Rate" ) until fully paid. It is hereby certified, recited and declared that this Note (the "Note" ) represents the authorized issue of the Note in the aggregate principal amount made, executed and given pursuant to and by authority of certain resolutions of the governing boards of the District and the County duly passed and adopted heretofor, under and by authority of Article 7 . 6 (commencing with Section 53850) of Chapter 4 , Part 1, Division 2, Title 5 of the California Government Code (collectively, the "Resolution, " to all of the provisions of which the owner of this Note, by acceptance hereof, assents and agrees) , 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 of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the District for the general fund of the District and are attributable to Fiscal Year 1991-1992 . As security for the payment of the principal of and interest on the Note, the Districthaspledged the first amounts of unrestricted revenues of the District received 'in April, May and June of 1992 (and any amounts received thereafter attributable to Fiscal Year 1991-1992) until the amount on deposit in the Payment Fund (as defined in the Resolution) in each such month, taking into consideration anticipated earnings thereon to be received by the maturity date, is equal to : (1) in the month of April, one-third of the principal and interest due on the Note at maturity, (2) in the month of May, two-thirds of A-2 2401W the principal and interest due on the Note at maturity, and (3) in the month of June, all of the principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues" ) , and the principal of the Note 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 . The - County is not liable for payment of this Note. This Note is transferable, as provided by the Resolution, only upon the books of the District kept at the office of the Trustee, by the registered owner hereof in . person or by its duly authorized attorney, upon surrender of this Note for transfer at the office of the Trustee, duly endorsed. or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the registered owner hereof or its duly authorized attorney, and (except in case of transfer to the Bank as a Bank Note) upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, a fully registered Note will be issued to the designated transferee or transferees . The County, the District and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes , and the County, the District and the Trustee shall not be affected by any notice to the contrary. This Note shall not be valid or become obligatory fo-r--any-purpose until the Certificate of Authentication and Registration hereon shall have been signed by the Trustee. It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance 'of this Note do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and that the amount of this Note, together with all other indebtedness of the District,, does not exceed any limit prescribed by the Constitution or statutes of the State of California . A-3 2401W IN WITNESS WHEREOF, the Board of Supervisors of the County has caused this Note to be executed by the manual or facsimile signature of a duly authorized officer of the County and countersigned by the manual or facsimile signature of its duly authorized officer and caused its official seal to be affixed hereto either manually or by facsimile impression hereon as of the date of authentication set forth below. COUNTY OF By Title: (SEAL) Countersigned By Title: A-4 2401W CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Note is the Note mentioned in the within-mentioned Resolution authenticated on the following date: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee BY AUTHORIZED OFFICER ASSIGNMENT For Value Received, the undersigned, hereby sells , assigns and transfers unto (Tax Identification or Social Security No . ) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Note on the books kept for registration thereof , with full power of substitution in the premises . Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever . Signature Guaranteed: NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 2401W �d CLERK'S CERTIFICATE I, C. Matthews De-gut Clerk of the Board of Supervisors of the County of Contraosta , hereby certify as follows : The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of the County duly and regularly held at the :regular meeting place thereof on the 21st day of May , 1991, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote- AYES: Supervisors Fanden, Schroder, McPeak, Torlakson,.Powers NOES : None ABSENT: ' None An agenda of said meeting was posted at least 72 hours before said meeting at Administration Building Lobby , 651 Pine St,Martinez, California , a location freely accessible 'to members of the public, and a brief general description of .said resolution appeared on said agenda . I have - carefully compared the same with the-original minutes of said meeting on file and of record in my office; the foregoing resolution is a full , true and correct, copy of the original resolution adopted at said meeting and entered in said minutes; and 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: May 21 1991 Deputy Clerk of the Board of Supervisors of the County of Contra Costa [Seal] 2401w