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HomeMy WebLinkAboutMINUTES - 06041991 - 1.117 BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO. GIS ,3,5 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1991-1992 AND THE ISSUANCE AND SALE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR THE CONTRA COSTA COMMUNITY COLLEGE DISTRICT WHEREAS, pursuant to Sections 53850 to 53858, both inclusive, of the Government Code of the State of California (herein called the "Government Code") (being Article 7 . 6, Chapter 4 , Part 1, Division 2 , Title 5 of said Code) , the Governing Board of Contra Costa Community College District (the "District") has filed with this Board of Supervisors (the "Board") a resolution requesting that the Board borrow money for the District by the authorization, issuance and sale of up to Five Million Dollars ($5, 000, 000) principal amount of 1991 Tax and Revenue Anticipation Notes of the District 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 during or attributable to Fiscal Year 1991-1992 ; and WHEREAS, the Governing Board of the District has found and determined that the sum of Five Million Dollars ($5 , 000, 000) , when added to the interest payable thereon, does not exceed eighty-five per cent (85%) of the estimated amount of the uncollected taxes , income, revenue, cash receipts and other moneys to be received by the District for the General Fund of the District during or attributable to Fiscal Year 1991-1992 and available for the payment of the principal of and the interest on said notes ; and WHEREAS, the County intends to borrow, for and in the name of the District for the purposes set forth above, up to Five Million Dollars ($5, 000, 000) by the issuance of said notes; and WHEREAS, pursuant to Section 53856 of the Government Code, certain moneys which will be received by the District for the General Fund of the District during or attributable to Fiscal Year 1991-1992 can be pledged for the payment of the principal of and the interest on said notes (as hereinafter provided) ; and 3012D WHEREAS, Bank of America National Trust and Savings Association (the "Underwriter" ) intends to submit an offer to purchase said notes and has submitted a form of Note Purchase Agreement (the "Purchase Agreement") to the Board, which form has been approved by the District; NOW, THEREFORE, the Board of Supervisors of the County of Contra Costa hereby resolves as follows : Section 1 . All the above recitals are true and correct and this Board so finds, determines and represents . Section 2 . 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 during or attributable to Fiscal Year 1991-1992 , and not pursuant to any common plan of financing, the County hereby determines to and shall issue (for and on behalf of the District) up to Five Million Dollars ($5, 000, 000) principal amount of temporary notes under Sections 53850 get sea. of the Government Code, designated "Contra Costa Community College- District County of Contra Costa, California 1991 Tax and Revenue Anticipation Notes" (the "Notes" ) . The Notes shall be issued in fully registered form in denominations of $5 , 000 or any integral multiple of $5, 000, shall be dated July 1, 1991, shall mature (without option of prior redemption) on June 30, 1992, and shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at a rate not to exceed 12% per annum, as determined by the Treasurer-Tax Collector of the County (the "Treasurer" ) with the approval of . the District, in accordance with the Purchase Agreement . Both the principal of and interest on the Notes shall be payable to the registered owners of the Notes, but only upon surrender thereof, in lawful money of the United States of America at the office of the Treasurer in Martinez, California . Section 3 . (A) The Notes shall be initially issued and registered in the name of "Cede & Co . , " as nominee of The Depository Trust Company, New York, New York (hereinafter, Cede & Co. and The Depository Trust Company are referred to collectively as "The Depository Trust Company") and shall be evidenced by a single Note. Registered ownership of the Note, or any portion thereof, may not thereafter be transferred except as set forth in Section 3(B) . (B) The Notes shall be initially issued and registered as provided in Section 3(A) hereof . Registered ownership of such Notes, or any portions thereof, may not thereafter be transferred except : 2 3012D-040955-000008-198 05/29/91 (i) to any successor of The Depository Trust Company, or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (B) (a "Substitute Depository" ) ; provided, that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Treasurer, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to substitute another depository for The Depository Trust Company (or its successor) because it is no longer able to carry out its functions as depository; provided, that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Treasurer to discontinue using a depository. (C) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Treasurer, a single new Note, which the County shall prepare or cause to be prepared, shall be executed and delivered and registered in the name of such successor or such Substitute Depository, or its nominee, as the case may be. In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, upon receipt of all outstanding Notes by the Treasurer, new Notes, which the County shall prepare or cause to be prepared, shall be executed and delivered in such denominations and registered in the names of such persons as are determined by the Treasurer . (D) The County and the Treasurer shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and for purposes of payment of principal and interest on such Note, notwithstanding any notice to the contrary received by the Treasurer or the County; and the County and the Treasurer shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Notes . Neither the County nor the Treasurer shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its 3 3012D-040955-000008-198 05/29/91 successors (or any Substitute Depository or its successor) , except to the registered owner of any Notes, and the Treasurer may rely conclusively on its records as to the identity of the registered owners of the Notes . (E) Notwithstanding any other provisions of this resolution and so long as all outstanding Notes are registered in the name of The Depository Trust Company or its registered assigns , the County and the Treasurer shall cooperate with The Depository Trust Company, as sole registered owner, and its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due; all in accordance with the letter of representations from the County to The Depository Trust Company, the provisions of which the Treasurer may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein. (F) In the case of any transfer pursuant to clause (iii) of subsection (B) of this section, any Note may, in accordance with its terms, be transferred or exchanged for a like aggregate principal amount of Notes in authorized denominations, upon the books required to be kept by the Treasurer 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, and, in the case of a transfer, accompanied by delivery of a written instrument of transfer, duly executed in form approved by the Treasurer . Whenever any Note shall be surrendered for transfer or exchange, the County shall execute and the Treasurer shall deliver a new Note or Notes of authorized denominations for a like aggregate principal amount . The Treasurer shall require the registered owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. (G) The Treasurer will keep or cause to be kept, at its office in Martinez, California, sufficient books for the registration and transfer of the Notes, which shall at all times be open to inspection by the County. Upon presentation for such purpose, the Treasurer shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Notes as hereinbefore provided. (H) If any Note shall become mutilated, the County, at the expense of the owner of such Note, shall execute, and the Treasurer shall thereupon deliver a new Note of like tenor 4 3012D-040955-000008-198 05/29/91 1 1 � bearing a different number in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer of the Note so mutilated. If any Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the County and the Treasurer and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the County, at the expense of the owner, shall execute, and the Treasurer shall thereupon deliver a new Note of like tenor and bearing a different 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 Treasurer may pay the same without surrender thereof) . The Treasurer may require payment by the registered owner of a Note 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 Treasurer . 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 whether or not the Note so alleged to be lost, destroyed or stolen shall 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. (I) All Notes surrendered for payment or registration of transfer, if surrendered to any person other than the Treasurer, shall be delivered to the Treasurer and shall be promptly cancelled by it . The County may at any time deliver to the Treasurer for cancellation any Notes previously delivered hereunder which the County may have acquired in any manner whatsoever, and all Notes so delivered shall promptly _be cancelled by the Treasurer . No Note shall be delivered in lieu of or in exchange for any Notes cancelled as provided herein, except as expressly permitted hereunder. All cancelled Notes held by the Treasurer shall be disposed of as directed by the County. Section 4 . The Notes shall be issued 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 or figures . Section 5 . The moneys so borrowed shall be deposited in the General Fund of the District . Section 6 . (A) The principal amount of the Notes , together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which 5 3012D-040955-000008-198 05/29/91 are received by. the District for the General Fund of the District during or 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 Notes, the County (for and on behalf of the District) hereby pledges certain secured property taxes (as hereinafter provided) which are received by the District for the General Fund of the District during or attributable to Fiscal Year 1991-1992, and the principal of the Notes 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 secured property taxes, 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 Government Code) . In order to effect this pledge, the County agrees to cause to be created and established a special fund, designated the "Contra Costa Community College District 1991 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund" ) , which fund will be held by the Treasurer, acting as the responsible agent to maintain such fund until the payment of the principal of the Notes and the interest thereon, and the County agrees to cause to be deposited directly therein the first Two Million Dollars ($2, 000, 000) of the first installment of secured property taxes to be received by the District which become due and payable on November 1, 1991, and become delinquent after December 10, 1991, and the first Three Million Dollars ($3, 000, 000) , together with an amount sufficient to pay the interest on the Notes, of the second installment of secured property taxes to be received by the District which become due and payable on February 1, 1992 , and become delinquent after April 10, 1992 (such pledged amounts being herein called the "Pledged Revenues" ) . In the event that there are insufficient secured property taxes received by the District to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues to be deposited, by January 31, 1992 , or by May 31, 1992 , as the case may be, then the amount of any deficiency shall be satisfied and made up on such dates or thereafter on a daily basis from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. (B) Any moneys placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the principal of the Notes and all interest thereon are paid or until provision has been made for the payment of the principal 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. 6 3012D-040955-000008-198 05/29/91 (C) All Pledged Revenues, and any other deposits required to be made into the Repayment Fund, shall, when received, be deposited in the Repayment Fund. On June 30, 1992 , the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes . Any moneys remaining in or accruing to the Repayment Fund after the principal of the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund of the District. (D) Moneys in the Repayment Fund, to the greatest extent possible, shall be invested 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 7 . 'The Treasurer or one of his deputies is hereby authorized to manually execute the Notes and the Clerk of the Board and County Administrator or one of his deputies is hereby authorized to manually countersign the Notes . The Clerk of the Board and County Administrator or one of his deputies is hereby authorized to affix the seal of the County to the Notes by manual impression thereof . The County Treasurer is hereby authorized to cause the blank spaces of the Notes to be filled in as may be appropriate. Section 8 . 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 Pledged Revenues in accordance with law for carrying out the provisions of this resolution and the Notes . Section 9 . All the Notes shall be sold to the Underwriter in accordance with the terms of the Purchase Agreement in substantially the form presented to this meeting and by reference incorporated herein (as shall be finally approved by the Treasurer as hereinbelow provided) . Section 10 . The Purchase Agreement relating to the Notes, in substantially the form attached hereto as Exhibit B, is hereby approved with such additions, changes or corrections as the Treasurer may approve upon consultation with the District, and the Treasurer is hereby authorized to execute the Purchase Agreement . Section 11. The distribution of the Official Statement in connection with the offering and sale of the Notes, in substantially the form presented to this meeting with such additions, changes or corrections as the Treasurer 7 3012D-040955-000008-198 05/29/91 may approve upon consultation with the District is hereby approved. Section 12 . (A) The County will not make any use of the proceeds of the Notes or any other funds of the District which would cause the Notes to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") , "private activity bonds" subject to federal income taxation by reason of Section 141(a) of the Code, or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 149 (b) of the Code; and to that end the County, with respect to the proceeds of the Notes, will comply with all requirement of such sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect . (B) The County covenants that, in the event it is subject to the rebate requirements of Section 148 of the Code, it shall make all calculations in a reasonable and prudent fashion relating to any rebate of excess investment earnings on the proceeds of the Notes due to the United States Treasury, shall segregate and set aside from lawfully available sources the amount such calculations may indicate may be required to be paid to the United States Treasury, and shall otherwise at all times do and perform all acts and things necessary and within its power and authority, including complying with each applicable requirement of Section' 103 and Sections 141 through 150 of the Code and complying with the instructions of Orrick, Herrington & Sutcliffe, as bond counsel for the Notes (the "Bond Counsel" ) , to assure that interest paid on the Notes shall, for the purposes of federal income taxes and California personal income taxation, be excludable from the gross income of the recipients thereof and exempt from such taxation. If such calculation is required, the County will immediately set aside, from revenues attributable to the 1991-1992 Fiscal Year or, to the extent not available from such revenues, from any other moneys lawfully available, the amount of any such rebate in a separate fund which the County hereby agrees to establish and maintain and designate as the "Contra Costa Community College District 1991 Tax and Revenue Anticipation Note Rebate Fund. " (C) Notwithstanding any other provision of this resolution to the contrary, upon the County' s failure to observe, or refusal to comply with, the covenants contained in this section, no one other than the holders or former holders of the Notes shall be entitled to exercise any right or remedy under this resolution on the basis of the County' s failure to observe, or refusal to comply with, such covenants . 8 3012D-040955-000008-198 05/29/91 (D) The covenants contained in this section shall survive the payment of the Notes ., (E) Notwithstanding any provision of this section, if the County shall provide to the Treasurer an opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest on the Notes, the Treasurer and the County may conclusively rely. on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent . Section 13 . The Treasurer and the Clerk of the Board and County Administrator are hereby authorized and directed to execute and deliver the Notes to the Underwriter, pursuant to the terms and conditions of the Purchase Agreement . All actions heretofore taken by the officers and agents of the County or the Board with respect to the sale . and issuance of the Notes are hereby approved, confirmed and ratified and the officers and agents of the County and the 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 Notes in accordance with this resolution. PASSED AND ADOPTED this 4th day of June, 1991, by the following vote: AYES• Supervisors Schroder, Torlakson, Powers NOES: None ABSENT• Supervisors Fanden, Peak X Chair an of the Board of Supervisors Phil Batchelor,Clerk of the Board of ATTEST: Supervisors and County Administrator Deputy Clerk of the Board of Supervisors and County. Administrator 9 3012D-040955-000008-198 05/29/91 EXHIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA CONTRA COSTA COMMUNITY COLLEGE DISTRICT CONTRA COSTA COUNTY, CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE No. $ FOR VALUE RECEIVED, the Contra Costa Community College District (the "District" ) , in the County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay to at the office of the Treasurer-Tax Collector of the County of Contra Costa (the "County") in Martinez, California the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on June 30, 1992 together with interest thereon at the rate of PER CENT (_%) per annum (computed on the basis of a 360-day year of twelve 30-day months) in like lawful money 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 at maturity; provided; however, that 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 entitled, "Contra Costa Community College District Contra Costa County, California 1991 Tax and Revenue Anticipation Notes" (the "Notes") , in the aggregate principal amount of Five Million Dollars ($5, 000, 000) , all of like date, tenor and effect, made, executed and given pursuant to and by authority of a resolution (the "Resolution" ) of the Board of Supervisors of the County of Contra Costa duly passed and adopted on June 4 , 1991 (at the request of the District pursuant to a resolution A-1 3012D of the Governing Board of the District duly passed and adopted on April 24 , 1991) 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, 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 which are received by the District for the Fiscal Year 1991-1992 . As security for the payment of the principal of and interest on this Note and all Notes of said authorized issue, the District has pledged certain secured property taxes to be received by the District for the General Fund of the District during or attributable to Fiscal Year 1991-1992 (as provided in the Resolution) , and the principal of and the interest on this Note and all Notes of said authorized issue shall constitute a first lien and charge thereon and shall be payable therefrom, and to the extent not so paid shall be paid from any other moneys of the District lawfully available therefor . This Note is transferable by the registered owner hereof in person or by such owner ' s attorney duly authorized in writing at the office of the Treasurer-Tax Collector of the County, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Note. Upon such _transfer a new Note or Notes of authorized denominations and for the same aggregate principal amount will be issued to the transferees in exchange herefor . The County 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 shall be affected by any notice to the contrary. IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by its Treasurer-Tax Collector by manual signature, and countersigned by the Clerk of its Board of Supervisors and County Administrator by his manual A-2 3012D signature and has caused its official seal to be impressed hereon this 3rd day of July, 1991 . COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: Clerk of the Board of Supervisors and County Administrator A-3 3012D i 1-117 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. �Il 3SI 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, 1991 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 Board" ) , 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 28, 1991, entitled "RESOLUTION OF THE BOARD OF EDUCATION OF MARTINEZ UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Two Million Dollars ($2 , 000, 000) at an interest rate not exceeding eight percent (8%) per annum through the issuance by the County Board of 1991 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District ; and • �I1�3s� WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1991-1992 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 1991-1992 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 538.54 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 1991-1992 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 a date to be designated and shall be in the form and executed in the manner prescribed in this Resolution, all as permitted and required by Section 53853 of the Act; and WHEREAS, the County Board, in reliance on a determination by the District has found and determined that said $2 , 000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1991-1992, 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 2 3035009/2 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; 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; 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 no obligations (other than those obligations described in Paragraph (4) below) in calendar year 1991 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 1991 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 1991 and may continue to issue during the remainder of calendar year 1991 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 3035009/2 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 $2, 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, 1991 Tax and Revenue Anticipation Notes" ; to be numbered 1 (and consecutively upward in order of issuance if more than one Note is registered) ; to be in the denominations of $5, 000, or integral multiples thereof, as determined by the underwriter (as referred to herein) ; 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 the Treasurer-Tax Collector of the County (the "Treasurer" ) which is hereby designated to be the paying agent on the Notes (in such capacity, the "Paying Agent") . Section 2 . Form of Notes . The Notes shall be issued in registered 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 . The Notes shall be initially registered in the name of "Cede & Co . " as nominee of The Depository Trust Company, and shall be evidenced by one note in the full principal amount of the Notes . The Depository Trust Company, New York, New York is hereby appointed depository for the Notes . Registered ownership may not thereafter be transferred except as set forth in Section 4 hereof . There shall be simultaneously delivered with 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 - 3035009/2 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 Signaturel Chairperson, Board of Supervisors Section 3 . Transfer and Exchange of Notes . Subject to the provisions of Section 4 hereof, the registration of any Note may, in accordance with its terms, be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent . Whenever any Note or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note. or Notes, for a like aggregate principal amount . The Paying Agent shall require the Note owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect to such transfer . The County may require the owner requesting such registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer . The Paying Agent may treat the registered owner of any Note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations . The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The District may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the . District with respect to such exchange. Section 4 . Use of Depository. (1) The Notes shall be initially registered as provided in Section 2 hereof . Registered ownership of the Notes , or any portion thereof, may not thereafter be transferred except : 5 3035009/2 (i) To any successor of Cede & Co. , as nominee of The Depository Trust Company, or its nominee, or to any substitut.e depository designated pursuant to clause (ii) of this Section 4 (a "substitute depository") ; provided, that any successor of Cede & Co . , as nominee of The Depository Trust Company or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the Paying Agent, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor.) is no longer able to carry out its functions as depository; Provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii). To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its , successor) from its functions as depository, or (2) a determination by the District to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 4, upon receipt of the outstanding Notes by the Paying Agent, together with a request of the District to the Paying Agent, a new Note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository., or their nominees, as the case may be, all as specified in such request of the District . In the case of any transfer pursuant to clause (iii) of subsection (1) of this subparagraph (d) , upon receipt of the outstanding Notes by the Paying Agent together with a request of the District to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as ate requested in such a request of the District; provided,, the Paying Agent shall not be required 6 3035009/2 to deliver such new Notes within a period less than sixty (60) days from the date of receipt of such a request of the District . Thereafter, Notes shall be transferred pursuant to Section 3 hereof . (3) The District and the Paying Agent shall be entitled to treat the person in whose name any Note is . registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the District; and the District and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District nor the Paying Agent will have anyresponsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor) , except for the Owner of any Notes . (4) So long as the outstanding Notes are registered in the name of Cede & Co . or its registered assigns , the District and the Paying Agent shall cooperate with Cede & Co. , as. sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment, in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 5 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 6 . 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 1991-1992 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 7 3035009/2 month ending December 31, 1991; 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, 1992 ; plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the District in the month ending May 31, 1992 (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 County investment pool and credited to 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 Treasurer in a special fund designated as the "Martinez Unified School District, County of Contra Costa, State of California, 1991 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 Fundis 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 with the County and accounted for 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 8 3035009/2 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. To the extent that moneys invested or held by the County are subject to arbitrage rebate, neither the County nor any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to . make the actual calculations of arbitrage rebate, liability of the District, or to pay any such rebate or any penalties in regard thereto if the District miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7 . 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 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 8 . Sale of the Notes . The Notes may be sold on a competitive or negotiated basis . If the Notes are sold at public sale, such sale shall be at the time and place and upon the terms provided in the Notice of Sale of the Notes, which Notice is substantially in the form attached hereto as Exhibit C. Sealed bids for the purchase of the Notes shall be received by the County Board at the time and place set forth in said Notice of Sale and the Treasurer is authorized to distribute copies of said Notice. Further, the Treasurer is authorized to accept the lowest bid so long as the aggregate principal of Notes does not exceed $2, 000, 000 and the interest rate does not exceed 8% per annum. If the Notes are sold on a negotiated basis, the District shall request the Treasurer to execute a Contract of Purchase substantially in the form on file with the Clerk of this Board with an underwriter to be designated by either the Superintendent or Director of Fiscal Services of the District; provided that the aggregate principal amount of the Notes does not exceed $2, 000, 000 and the interest rate does not exceed 8% per annum. 9 3035009/2 Section 9 . Authorization of Preliminary Official Statement and Official Statement . Kelling, Northcross & Nobriga, Inc . , 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 Director of Fiscal Services of the District are each hereby . authorized and requested to execute and deliver the Official Statement. Section 10 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the successful bidder . A1.1 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 actions and execute and deliver 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 Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District Boards . Section 11. 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 12 . Recitals . All the recitals . in this Resolution above are true and correct and this County Board so finds, determines and represents . Section 13 . Designation as Qualified 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 14 . 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 legend to such effect on the form of Note in such form as either deemed necessary or appropriate. 10 3035009/2 PASSED . AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 4th day of June, 1991, by the following vote: AYES: Supervisors Schroder , Torlakson, Powers NOES: None ABSENT• Supervisors Fanden, McPeak By Chairperson, _ Board of Supervisors Phi!Batchelor, Clerk of the Board of Attest : Supervisors and County Administrator liGC%�2� Deputy Clerk, Board of Supervisors 11 3035009/2 EXHIBIT B MARTINEZ UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE Registered No . Registered Owner : FOR VALUE RECEIVED, Martinez Unified School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered Owner hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1992 , .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 Costa duly passed and adopted on —' 1991 and a Resolution of the Board of Education of the District duly passed and adopted on 1991 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, B-1 3035009/2 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 1991-1992 . 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, 1991; 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, 1992 ; 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, 1992 (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 . IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of its Board of Supervisors and by the by facsimile signature and countersigned by the by manual signature and has caused a facsimile of its official seal to be printed hereon this day of 1991 . COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer-Tax Collector (SEAL) Countersigned By Clerk of the Board B-2 3035009/2 QUALIFIED TAX-EXEMPT OBLIGATIONS 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-3 3035009/2 EXHIBIT C COMPOSITE OFFICIAL NOTICE OF SALE ACALANES UNION HIGH SCHOOL DISTRICT $ ANTIOCH UNIFIED SCHOOL DISTRICT MARTINEZ UNIFIED SCHOOL DISTRICT $ PITTSBURG UNIFIED SCHOOL DISTRICT 1991 TAX .AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that separate sealed proposals will be received by the Treasurer-Tax Collector of the County of Contra Costa, at the office of Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350, San Francisco, California 94105 on June 10, 1991 at the hour of 10 : 00 A.M. for the purchase of each issue of Tax and Revenue Anticipation Notes (individually and collectively, the "Notes" ) , more particularly described below. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday or the same time and location until such time as the sale awarded. ISSUE AND DENOMINATION: The Notes are separate and distinct issues, designated as follows : "Acalanes Union High School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ "Antioch Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ "Martinez Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ C-1 3035009/2 "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of Each issue of Notes will consist of non-registrable, negotiable notes, without coupons . FULL BOOK ENTRY: The Notes, when delivered, will be registered in the name of Cede & Co . , as nominee of The Depository Trust Company, New York, New York. The Depository Trust Company ( "DTC") will act as securities depository of the Notes . Individual purchases will be made in book-entry form only, in the principal amount of $5 , 000 and integral multiples thereof . Purchasers will not receive certificates representing their interest in the Notes purchased. DATE AND MATURITIES: Each issue of Notes will be dated the date of delivery, and will all mature on July 1, 1992 . INTEREST RATE: The maximum interest rate bid may not exceed eight percent (80) per annum, payable upon maturity of each issue of Notes . Bidders must specify the rate of interest which each issue of Notes bid upon will bear, provided that (i) each issue of Notes bid upon will bear the same interest rate; (ii) no Note will bear more than one rate of interest; (iii) each issue of Notes bid upon will bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 1/1000 of one percent (A) . Interest will be computed on a 360-day year basis . QUALIFIED OBLIGATION: The Notes of Antioch Unified School District, Martinez Unified School District and Pittsburg Unified School District, have been designated by the respective Districts as "qualified tax-exempt obligations within the meaning of Section 265(b) (3) (B) of the Internal Revenue Code of 1986, as amended. The Notes of Acalanes Union High School District have not been designated as "qualified tax-exempt obligations . " REDEMPTION: The Notes are not subject to call and redemption prior to maturity. PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the office of the Treasurer-Tax Collector of the County of Contra Costa in Martinez , California, as Paying Agent , to DTC, which will in turn remit such principal and interest to the beneficial owners C-2 3035009/2 ' C of the Notes through DTC' s Participants, as described in the Preliminary Official Statement . PURPOSE OF ISSUES: The Notes are separate and distinct issues to be issued by the Board of Supervisors (the "Board") of the County of Contra Costa, in the name and on behalf of the Acalanes Union High School District, in the name of and on . behalf of the Antioch Unified School District and in the name of and on behalf of the Martinez Unified School District and in the name of and on behalf of the Pittsburg Unified School District, (each individually, a "District" ) and each issue of Notes is authorized pursuant to the provisions of Section 53850-53858 of the Government Code of the State of California and the provisions of a resolution of said Board, for any purpose for which each District is authorized to expend moneys . SECURITY: The Notes are obligations of the District on whose behalf such Notes are issued and as security for the payment of the principal of and interest on the Notes, such District has pledged an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending December 31, 1991; and an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending April 30, 1992 ; and an amount equal to the interest on the Notes from the unrestricted revenues received by such District in the month ending May 31, 1992 . By statute, the Notes of each issue are declared to be a general obligation of the District on whose behalf such Notes are issued and to the extent not paid from such pledged moneys will be paid with the interest thereon from any other moneys of such District lawfully available therefor . Under provisions of the California Constitution, each District is generally prohibited from incurring . any indebtedness or liability exceeding in any year the income and revenue provided for such year, without the assent of two-thirds of its qualified electors voting at an election cal-led for such purpose. No District has covenanted to pay any other District ' s unpaid obligation on the Notes , or to make up any deficiency in the payment to the holders of the Notes which occurs by reason of another District ' s nonpayment of moneys required to be deposited into the repayment fund. TERMS OF SALE HIGHEST BID: Each Districts issue of Notes will be individually awarded on the basis of the lowest net interest C-3 3035009/2 rate including premium offered in the proposals for such issue of Notes . No bid for less than par and accrued interest (which interest will be computed on a 360-day year basis) will be accepted. In. the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, the Board reserves the right to exercise its own discretion and judgment in making the award and may award . the Notes on a pro rata basis in such denominations as the Board shall determine. RIGHT OF REJECTION: The Board reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The County of Contra Costa Treasurer-Tax Collector will take action awarding each issue of Notes or rejecting all bids for each issue of Notes not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder . DELIVERY AND PAYMENT: It is estimated that delivery of the Notes will be made to the successful bidder at the office at Brown & Wood, 555 California Street, San Francisco, California 94104 , on July 2 , 1991 or in New York City at the option of the successful bidder . Payment of the purchase price (less the amount of the bid check mentioned below) must be made in the funds immediately available to the Treasurer-Tax Collector of the County of Contra Costa . The cost of registering the Notes in the name of Cede & Co . , as nominee of DTC will be borne by the respective Districts . RIGHT OF CANCELLATION: The successful bidder will have the. right at its option to terminate its obligation to purchase Notes if the Board fails to execute such Notes on behalf of the District and tender the same for delivery within 30 days from the date of sale thereof , and in such event, the successful bidder will be entitled to the return of the deposit accompanying its bid. FORM OF BID: Bids for each issue of Notes must be for all of the Notes of such issue, and must be for not less than the par value thereof . Each bid, together with the bidder ' s check, must be enclosed in a sealed envelope addressed to the Board of Supervisors of the County of Contra Costa at the office of Kelling, Northcross & Nobriga, Inc . , 595 Market Street, Suite 1350, San Francisco, California 94105 , not later than 10 : 00 A.M. on said date of sale, and endorsed "Proposal for [Acalanes Union High] , [Antioch Unified] , [Martinez Unified] , or [Pittsburg Unified] School District 1991 Tax and Revenue C-4 3035009/2 Anticipation Notes . " Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, proposal forms provided by the Board. ESTIMATE OF NET INTEREST COST: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the District on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the Board. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be purchaser ' s responsibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes . BID CHECK: A certified or cashier ' s check drawn on a responsible bank or trust company in the amount of one percent ( lo) of the principal amount of the issue of Notes bid upon, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Board, it shall be cashed and the proceeds retained by the Treasurer-Tax Collector of the County of Contra Costa . The check accompanying each unaccepted proposal will be returned promptly. A separate bid check is required for each issue of Notes bid upon. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders form notes of the same type and character shall be determined to be includable in gross income under present federal income tax laws , either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be determined to be includable in gross income by 'the terms of any federal income tax law enacted subsequent to the date of this notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the Board, to certify to the Board and the District in writing the price at which a substantial amount of the Notes were sold to the public, in the form and substance . satisfactory to the Board, the District and Bond Counsel . C-5 3035009/2 CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the respective District furnishing to each successful bidder, without charge, concurrently with payment for delivery of each issue of Notes, the following closing papers , each dated the date of such delivery: (a) The opinion of Brown & Wood, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that under existing statutes, regulations and court decisions, interest on the Notes is exempt from all present State of California personal income taxes and, assuming compliance with certain covenants and requirements, is excludable from gross income for federal income tax purposes (although such interest may be subject to the corporate, alternative minimum and environmental taxes) , a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the District that on the basis of the facts , estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds; (c) A certificate of the County of Contra Costa County Counsel that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate District official, acting on behalf of the District solely in his official, and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof the Official Statement of the District pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; (e) The signature certificate of the officials of the County of Contra Costa, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the Treasurer-Tax Collector of the County of Contra Costa that the purchase price of the Notes , including interest accrued to the date of delivery thereof has been received by him. C-6 3035009/2 INFORMATION AVAITiABLE: Requests for information concerning the District should be addressed to: Alfred P. Lomeli Treasurer-Tax Collector Contra Costa County 625 Court Street Martinez, California 945.33 (415) 646-4080 Jon B. Armstrong Kelling, Northcross & Nobriga, Inc. 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 The Preliminary Official Statement, together with any supplements thereto; shall be in form "deemed final" by the District for purposes of SEC Rule 15c2-12, but is subject to revision, amendment and completion in a final official statement. Up to 50 copies for each $1 million of Notes purchased of the Official Statement will be furnished without cost, and any additional copies will be furnished at the expense of the bidder. The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission, and to the Depository Trust Company in connection with the Notes . Dated: 1991 TREASURER-TAX COLLECTOR OF THE COUNTY OF CONTRA COSTA C-7 3035009/2 1-117 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. '50 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF ACALANES UNION HIGH SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1991 TAX AND REVENUE ANTICIPATION 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) , 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 Board" ) , 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 Acalanes Union High 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 15, 1991, entitled "RESOLUTION OF THE GOVERNING BOARD OF ACALANES UNION HIGH SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA 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 (8%) per annum through the issuance by the County Board of 1991 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District ; and 1 3036009/2 WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1991-1992 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 1991-1992 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 1991-1992 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 a date to be designated; and shall be in the form and executed in the manner prescribed in this Resolution all as permitted and required by Section 53853 of the Act; and WHEREAS, the County Board, in reliance on a determination by the District, has found and determined that said $3 , 000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1991-1992 , 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 2 3036009/2 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; 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 seg. of the Act, designated "Acalanes Union High School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes to be numbered 1 (and consecutively upward in order of issuance if more than one Note is registered) ; to be in the denominations of $5, 000, or integral multiples thereof, as determined by the underwriter (as referred to herein) ; 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 the Treasurer-Tax Collector of the County (the "Treasurer" ) which is hereby designated to be the paying agent on the Notes (in such capacity, the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in registered 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 . The Notes shall be initially registered in the name of "Cede & Co. " as nominee of The Depository Trust Company, and shall be evidenced by one note in the full principal amount of the Notes . The Depository Trust Company, New York, New York is hereby appointed depository for the Notes . Registered ownership may not thereafter be transferred except as set forth in Section 4 hereof . There shall be simultaneously delivered with 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 3 3036009/2 Chairperson of the County Board (the "County Chairperson" ) , said certificate to be in substantially the following form: 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 . rFacsimile Signaturel Chairperson, Board of Supervisors Section 3 . Transfer and Exchange of Notes . Subject to the provisions of Section 4 hereof, the registration of any Note may, in accordance with its terms , be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent . Whenever any Note or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note or Notes, for a like aggregate principal amount . The Paying Agent shall require the Note owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect to such transfer . The County may require the owner requesting such registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer . The Paying Agent may treat the registered owner of any Note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations . The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax or other governmental charge required to be paid with respect tosuch exchange. The District may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the District with respect to such exchange. 4 3036009/2 Section 4 . Use of Depository. (1) The Notes shall be initially registered as provided in Section 2 hereof . Registered ownership of the Notes, or any portion thereof , may not thereafter be transferred except : (i) To any successor of Cede & Co. , as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section 4 (a "substitute depository" ) ; provided, that any successor of Cede & Co . , as nominee of The Depository Trust Company or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the Paying Agent, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the District to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 4 , upon receipt of the outstanding Notes by the Paying Agent, together with a request of the District to the Paying Agent, a new Note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository, or their nominees , as the case may be, all as specified in such request of the District . In the case of any transfer pursuant to clause (iii) of subsection ( 1) of this subparagraph (d) , upon receipt of the outstanding Notes by the Paying Agent together with a request of the 5 3036009/2 District to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such a request of the District; provided, the Paying Agent shall not be required to deliver such new Notes within, a period less than sixty (60) days from the date of receipt of such a request of the District . Thereafter, Notes shall be transferred pursuant to Section 3 hereof . (3) The District and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the District; and the District and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor) , except for the Owner of any Notes . (4) So long as the outstanding Notes are registered in the name of Cede & Co . or its registered assigns, the District and the Paying Agent shall cooperate with Cede & Co . , as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 5 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 6 . 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 1991-1992 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. 6 3036009/2 (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, 1991; 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, 1992; plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the District in the month ending May 31, 1992 (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 County investment pool and credited to 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 Treasurer in a special fund designated as the "Acalanes Union High School District, County of Contra Costa, State of California, 1991 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 with the County and accounted for in the Repayment Fund. After such date as the 7 3036009/2 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 to the extent that moneys invested or held by the County are subject to arbitrage rebate, neither the County nor any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to make the actual calculations of arbitrage rebate liability of the District, or to pay any such rebate or any penalties in regard thereto if the District miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7 . 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 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 8 . Sale of the Notes . The Notes may be sold on a competitive or negotiated basis . If the Notes are sold at public sale, such sale shall be at the time and place and upon the terms provided in the Notice of Sale of the Notes, which Notice is substantially in the form attached hereto as Exhibit C. Sealed bids for the purchase of the Notes shall be received by the County Board at the time and place set forth in said Notice of Sale and the Treasurer is authorized to distribute copies of said Notice. Further, the Treasurer is authorized to accept the lowest bid so long as the aggregate principal of Notes does not exceed $3 , 000, 000 and the interest rate does not exceed 8% per annum. If the Notes are sold on a negotiated basis, the District shall request the Treasurer to execute a Contract of Purchase substantially in the form on 8 3036009/2 file with the Clerk of this Board with an underwriter to be designated by either the Superintendent or the Business Manager of the District; provided that the aggregate principal amount of the Notes does not exceed $3 , 000, 000 and the interest rate does not exceed 8% per annum. Section 9 . Authorization of Preliminary Official Statement and Official Statement . Kelling, Northcross & Nobriga, Inc . , 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 each hereby authorized and requested to execute and deliver the Official Statement . Section 10 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the successful bidder . 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 actions and execute and deliver 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 Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District Boards . Section 11 . 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 12 . Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds , determines and represents . 9 3036009/2 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 4th day of June, 1991, by the following vote: AYES: Supervisors Schroder, . Torlakson, Powers NOES: None ABSENT: Supervisors Fanden, McPe By Chairperson, Board of Supervisors -' PM Bsbc mW,Cbrk of the Board of Attest : awash R MW cW*Adwwdrdw ��122 Deputy Clerk, --Board of Supervisors 10 3036009/2 EXHIBIT B ACALANES UNION HIGH SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE Registered No . $ Registered Owner: FOR VALUE RECEIVED, Acalanes Union High School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered`Owner hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1992 , 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 Costa duly passed and adopted on , 1991 and a Resolution of the Board of Education of the District duly passed and adopted on , 1991 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 B-1 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 1991-1992 . 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, 1991; 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, 1992 ; 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, 1992 (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 . IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of its Board of Supervisors and by the by facsimile signature and countersigned by the by manual signature and has caused a facsimile of its official seal to be printed hereon this day of 1991 . COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer-Tax Collector (SEAL) Countersigned By Clerk of the Board B-2 EXHIBIT C COMPOSITE OFFICIAL NOTICE OF SALE $ ACALANES UNION HIGH SCHOOL DISTRICT $ ANTIOCH UNIFIED SCHOOL DISTRICT MARTINEZ UNIFIED SCHOOL DISTRICT $ PITTSBURG UNIFIED SCHOOL DISTRICT 1991 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that separate sealed proposals will be received by the Treasurer-Tax Collector of the County of Contra Costa, at the office of Kelling, Northcross & Nobriga, Inc . , 595 Market Street, Suite 1350, San Francisco, California 94105 on June 10, 1991 at the hour of 10 : 00 A.M. for the purchase of each issue of Tax and Revenue Anticipation Notes (individually and collectively, the "Notes") , more particularly described below. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday or the same time and location until such time as the sale is awarded. ISSUE AND DENOMINATION: The Notes are separate and distinct issues, designated as follows : "Acalanes Union High School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ Y' "Antioch Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ "Martinez Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ C-1 "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of Each issue of Notes will consist of non-registrable, negotiable notes , without coupons . FULL BOOK ENTRY: The Notes, when delivered, will be registered in the name of Cede & Co. , as nominee of The Depository Trust Company, New York, New York. The Depository Trust Company ( "DTC" ) will act as securities depository of the Notes . Individual purchases will be made in book-entry form only, in the principal amount of $5, 000 and integral multiples thereof . Purchasers will not receive certificates representing their interest in the Notes purchased. DATE AND MATURITIES: Each issue of Notes will be dated the date of delivery, and will all mature on July 1, 1992 . INTEREST RATE: The maximum interest rate bid may not exceed eight percent (8%) per annum, payable upon maturity of each issue of Notes . Bidders must specify the rate of interest which each issue of Notes bid upon will bear, provided that (i) each issue of Notes bid upon will bear the same interest rate; (ii) no Note will bear more than one rate of interest; (iii) each issue of Notes bid upon will bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 1/1000 of one percent (A) . Interest will be computed on a 360-day year basis . QUALIFIED OBLIGATION: The Notes of Antioch Unified School District, Martinez Unified School District and Pittsburg Unified School District, have been designated by the respective Districts as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) (B) of the Internal Revenue Code of 1986, as amended. The Notes of Acalanes Union High School District have not been designated as "qualified tax-exempt obligations . " REDEMPTION: The Notes are not subject to call and redemption prior to maturity. PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the office of the Treasurer-Tax Collector of the County of Contra Costa in Martinez, California, as Paying Agent, to DTC, which will in turn remit such principal and interest to the beneficial owners C-2 of the Notes through DTC' s Participants, as described in the Preliminary Official Statement . PURPOSE OF ISSUES: The Notes are separate and distinct issues to be issued by the Board of Supervisors (the "Board" ) of the County of Contra Costa, in the name and on behalf of the Acalanes Union High School District, in the name of and on behalf of the Antioch Unified School District and in the name of and on behalf of the Martinez Unified School District and in the name of and on behalf of the Pittsburg Unified School District, (each individually, a "District" ) and each issue of Notes is authorized pursuant to the provisions of Section 53850-53858 of the Government Code of the State of California and the provisions of a resolution of said Board, for any purpose for which each District is authorized to expend moneys . SECURITY: The Notes are obligations of the District on whose behalf such Notes are issued and as security for the payment of the principal of and interest on the Notes, such District has pledged an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending December 31, 1991; and an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending April 30, 1992 ; and an amount equal to the interest on the Notes from the unrestricted revenues received by such District in the month ending May 31, 1992 . By statute, the Notes of each issue are declared to be a general obligation of the District on whose behalf such Notes are issued and to the extent not paid from such pledged moneys will be paid with the interest thereon from any other moneys of such District lawfully available therefor. Under provisions of the California Constitution, each District is generally prohibited from incurring any indebtedness or liability exceeding in any year the income and revenue provided for such year, without the assent of two-thirds of its qualified electors voting at an election called for such purpose. No District has covenanted to pay any other District ' s unpaid obligation on the Notes, or to make up any deficiency in the payment to the holders of the Notes which occurs by reason of another District ' s nonpayment of moneys required to be deposited into the repayment fund. TERMS OF SALE HIGHEST BID: Each Districts issue of Notes will be individually awarded on the basis of the lowest net interest C-3 rate including premium offered in the proposals for such issue of Notes . No bid for .less than par and accrued interest (which interest will be computed on a 360-day year basis) will be accepted. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, the Board reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the Board shall determine. RIGHT OF REJECTION: The Board reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The County of Contra Costa Treasurer-Tax Collector will take action awarding each issue of Notes or rejecting all bids for each issue of Notes not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder . DELIVERY AND PAYMENT: It is estimated that delivery of the Notes will be made to the successful bidder at the office at Brown & Wood, 555 California Street, San Francisco, California 94104 , on July 2 , 1991 or in New York City at the option of the successful bidder . Payment of the purchase price ( less the amount of the bid check mentioned below) must be made in the funds immediately available to the Treasurer-Tax Collector of the County of Contra Costa . The cost of registering the Notes in the name of Cede & Co . , as nominee of DTC will be borne by the respective Districts . RIGHT OF CANCELLATION: The successful bidder will have the right at its option to terminate its obligation to purchase Notes if the Board fails to execute such Notes on behalf of the District and tender the same for delivery within 30 days from the date of sale thereof, and in such event, the successful bidder will be entitled to the return of the deposit accompanying its bid. FORM OF BID: Bids for each issue of Notes must be for all, of the Notes of such issue, and must be for not less than the par value thereof . Each bid, together with the bidder ' s check, must be enclosed in a sealed envelope addressed to, the Board of Supervisors of the County of Contra Costa at the office of Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350 , San Francisco, California 94105 , not later than 10 : 00 A.M. on said date of sale, and endorsed "Proposal for [Acalanes Union High] , [Antioch Unified] , [Martinez Unified] , or [Pittsburg Unified] School District 1991 Tax and Revenue C-4 Anticipation Notes . " Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, proposal forms provided by the Board. ESTIMATE OF NET INTEREST COST: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the District on the basis of their respective bids, which .shall be considered as informative only and not binding on either the bidder or the Board. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be purchaser ' s responsibility. - Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes . BID CHECK: A certified or cashier ' s check drawn on a responsible bank or trust company in the amount of one percent (A) of the principal amount of the issue of Notes bid upon, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Board, it shall be cashed and the proceeds retained by the Treasurer-Tax Collector of the County of Contra Costa . The check accompanying each unaccepted proposal will be returned promptly. A separate bid check is required for each issue of Notes bid upon. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders form notes of the same type and character shall be determined to be includable in gross income under present federal income tax laws, either by a ruling of the Internal . Revenue Service or by a decision of any federal court, or shall be determined to be includable in gross income by the terms of any federal income tax law enacted subsequent to the date of this notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the Board, to certify to the Board and the District in writing ' the 'price at which a substantial amount of the Notes were sold to the public, in the form and substance satisfactory to the Board, the District and Bond Counsel . C-5 CLOSING PAPERS: LEGAL OPINION: Each proposal will be conditioned upon the respective District furnishing to each successful bidder, without charge, concurrently with payment for delivery of each issue of Notes, the following closing papers , each dated the date of such delivery: (a) The opinion of Brown & Wood, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that under existing statutes, regulations and court decisions, interest on the Notes is exempt from all present State of California personal income taxes and, assuming compliance with certain covenants and requirements, is excludable from gross income for federal income tax purposes (although such interest may be subject to the corporate, alternative minimum and environmental taxes) , a copy of which opinion (certified. by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the District that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds; (c) A certificate of the County of Contra Costa County Counsel that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate District official, acting on behalf of the District solely in his official, and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof the Official Statement of the District pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; (e) The signature certificate of the officials of the County of Contra Costa, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the Treasurer-Tax Collector of the County of Contra Costa that the purchase price of the Notes, including interest accrued to the date of delivery thereof has been received by him. C-6 INFORMATION AVAILABLE: Requests for information concerning the District should be addressed to : Alfred. P. Lomeli Treasurer-Tax Collector Contra Costa County 625 Court Street Martinez, California 94533 (415) 646-4080 Jon B. Armstrong Kelling, Northcross & Nobriga, Inc . 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 The Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Rule 15c2-12, but is subject to revision, amendment and completion in a final official statement . Up to 50 copies for each $1 million of Notes purchased of the Official Statement will be furnished without cost, and any additional copies will be furnished at the expense of the bidder . The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission and to the Depository Trust Company in connection with the Notes . Dated: 1991 TREASURER-TAX COLLECTOR OF THE COUNTY OF CONTRA COSTA C-7 1-117 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. 7I 3i-7 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE ISSUANCE OF PITTSBURG UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, 1991 TAX AND REVENUE ANTICIPATION NOTES WHEREAS, pursuant to Sections 53850 et seq. 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 a 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 Pittsburg Unified School Districto (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 16, 1991, entitled "RESOLUTION OF THE GOVERNING BOARD OF PITTSBURG UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit C, which District Resolution requests the borrowing of not exceeding Five Million Dollars ($5 , 000,000) at . an interest rate not exceeding eight percent (8%) per annum through the issuance by the County Board of 1991 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 3011005/2 fiscal year 1.991-1992 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 1991-1992 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 1991-1.992 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 a date to be designated and shall be in the form and executed in the manner prescribed in this Resolution relating all as permitted and as required by Section 53853 of the Act; and WHEREAS, the County Board has, in reliance on a determination by the District, found and determined that said $5 , 000, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1991-1992, 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 3011005/2 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; 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; 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 no obligations (other than those obligations described in Paragraph (4) below) in calendar year 1991 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 1991 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 1991 and may continue to issue during the remainder of calendar year 1991 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 3011005/2 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 sem. of the Act, designated "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" ; to be numbered 1 (and consecutively upward in order of issuance if more than one Note is registered) ; to be in the denominations of $5, 000, or integral multiples thereof, as determined by the underwriter (as referred to herein) ; 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 the Treasurer-Tax Collector of the County (the "Treasurer" ) which is hereby designated to be the paying agent on the Notes (in such capacity, the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in registered 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 . The Notes shall be initially registered in the name of "Cede & Co . " as nominee of The Depository Trust Company, and shall be evidenced by one note in the full principal amount of the Notes . The Depository Trust Company, New York, New York is hereby appointed depository for the Notes . Registered ownership may not thereafter be transferred except as set forth in Section 4 hereof . There shall be simultaneously delivered with 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 3011005/2. 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 . rFacsimile Signaturel Chairperson, Board of Supervisors Section 3 . Transfer and Exchange of Notes . Subject to the provisions of Section 4 hereof, the registration of any Note may, in accordance with its terms, be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent . Whenever any Note or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note or Notes , for a like aggregate principal amount . The Paying Agent shall require the Note owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect to such transfer . The County may require the owner requesting such registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer . The Paying Agent may treat the registered owner of any Note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations . The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The District may require .the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the District with respect to such exchange. Section 4 . Use of Depository. ( 1) The Notes shall be init.ially registered as provided in Section2 hereof . 5 3011005/2 Registered ownership of the Notes, or any portion thereof, may not thereafter be transferred except : (i) To any successor of Cede & Co . , as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section 4 (a "substitute depository" ) ; provided, that any successor of Cede & Co . , as nominee of The Depository Trust Company or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the Paying Agent, upon ( 1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the District to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 4 , upon receipt of the outstanding Notes by the Paying Agent, together with a request of the District to the Paying Agent, a new Note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such request of the District . In the case of any transfer pursuant to clause (iii) of subsection (1) of this subparagraph (d) , upon receipt of the outstanding Notes by the Paying Agent together with a request of the District to the Paying Agent , new Notes shall be executed and delivered in such denominations numbered -in the manner 6 3011005/2 determined by the Paying Agent and registered in the names of such persons as are requested in such a request of the District; provided, the Paying Agent shall not be required to deliver such new Notes within a period less than sixty ( 60) days from the date of receipt of such a request of the District . Thereafter, Notes shall be transferred pursuant to Section 3 hereof . (3) The District and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the District; and the District and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District nor the Paying Agent will have any responsibility or obligations legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor) , except for the Owner of any Notes . (.4) So long as the outstanding Notes are registered in the name of Cede & Co . or its registered assigns, the District and the Paying Agent shall cooperate with Cede & Co . , as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 5 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 6 . 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 1991-1992 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 7 3011005/2 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, 1991; 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 1992 ; plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the District in the month ending May 31, 1992 (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 County investment pool and credited to 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 Treasurer in a special fund designated as the "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 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 with the County and accounted for 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 8 3011005/2 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. To the extent that moneys invested or held by the County are subject to arbitrage rebate, neither the County nor any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to make the actual calculations of arbitrage rebate liability of the District, or to pay any such rebate or any penalties in regard thereto if the District miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7 . 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 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 8 . Sale of the Notes . The Notes may be sold on a competitive or. negotiated basis . If the Notes are sold at public sale, such sale shall be at the time and place and upon the terms provided in the Notice of Sale of the Notes, which Notice is substantially in the form attached hereto as Exhibit C. Sealed bids for the purchase of the Notes shall be received by the County Board at the time and place set forth in said Notice of Sale and the Treasurer is authorized to distribute copies of said Notice. Further, the Treasurer is authorized to accept the lowest bid so long as the aggregate principal of Notes does not exceed $5, 000, 000 and the interest rate does not exceed 8% per annum. If the Notes are sold on a negotiated basis, the District. shall request the Treasurer to execute a Contract of Purchase substantially in the form on file with the Clerk of this Board with an underwriter to be designated by either the Superintendent or Business Manager of 9 3011005/2 the District; provided that the aggregate principal amount of the Notes does not exceed $5, 000, 000 and the interest rate does not exceed 8% per annum. Section. 9 . Authorization of Preliminary Official Statement and Official Statement . Kelling, Northcross & Nobriga, Inc. , 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 Business Manager of the District, are each hereby authorized and requested to execute and deliver the Official Statement . Section 10 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the successful bidder . 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 actions and execute and deliver 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 Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District Boards . Section 11. 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 12 . Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents . Section 13 . 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 14 . Action Re Qualified Tax-Exempt Obligation. 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 10 301.1005/2 "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. 11 3011005/2 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 4th day of June, 1991, by the following vote: AYES: Supervisors Schroder jorlakson, Powers NOES: None ABSENT: Supervisors Fanden, McPeak "Cc By . ard of Supervisors Phil Batchelor,Clerk of the Board of Attest : Supervisors and County Administrator n )e uta Clerk, Board of Supervisors 12 3011005/2 EXHIBIT B PITTSBURG UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE Registered No . $ Registered Owner : FOR VALUE RECEIVED, Pittsburg Unified School District (the "District" ) , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered Owner hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1992, 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 Costa duly passed and adopted on , 1991 and a Resolution of the Board of Education of the District duly passed and adopted on , 1991 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, B-1 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 1991-1992 . 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, 1991; 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, 1992 ; 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, 1992 (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 . IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of its Board of Supervisors and by the by facsimile signature and countersigned by the by manual signature and has caused a facsimile of its official seal to be printed hereon this day of 1991 . COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer-Tax Collector (SEAL) Countersigned By Clerk of the Board B-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-3 EXHIBIT C COMPOSITE OFFICIAL NOTICE OF SALE $ ACALANES UNION HIGH SCHOOL DISTRICT $ ANTIOCH UNIFIED SCHOOL DISTRICT $ MARTINEZ UNIFIED SCHOOL DISTRICT $ PITTSBURG UNIFIED SCHOOL DISTRICT 1991 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that separate sealed proposals will be received by the Treasurer-Tax Collector of the County of Contra Costa, at the office of Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350, San Francisco, California 94105 on June 10, 1991 at the hour of 10 : 00 A.M. for the purchase of each issue of Tax and Revenue Anticipation Notes (individually and collectively, the "Notes" ) , more particularly described below. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday or the same time and location until such time as the sale is awarded. ISSUE AND DENOMINATION: The Notes are separate and distinct issues, designated as follows : "Acalanes Union High School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of "Antioch Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ "Martinez Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of C-1 "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of Each issue of Notes will consist of non-registrable, negotiable notes, without coupons . FULL BOOK ENTRY: The Notes , when delivered, will be registered in the name of Cede & Co . , as nominee of The Depository Trust Company, New York, New York. The Depository Trust Company ( "DTC") will act as securities depository of the Notes . Individual purchases will be made in book-entry form only, in the principal amount of $5, 000 and integral multiples thereof . Purchasers will not receive certificates representing their interest in the Notes purchased. DATE AND MATURITIES: Each issue of Notes will be dated the date of delivery, and will all mature on July 1, 1992 . INTEREST RATE: The maximum interest rate bid may not exceed eight percent (80) per annum, payable upon maturity of each issue of Notes . Bidders must specify the rate of interest which each issue of Notes bid upon will bear, provided that (i) each issue of Notes bid upon will bear the same interest rate; (ii) no Note will bear more than one rate of interest; (iii) each issue of Notes bid upon will bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 1/1000 of one percent (A) . Interest will be computed on a 3.60-day year basis . QUALIFIED OBLIGATION: The Notes of Antioch Unified School District, Martinez Unified School District and Pittsburg Unified School District, have been designated by the respective Districts as "qualified tax-exempt obligations" within the meaning of Section 265 (b) (3) (B) of the Internal Revenue Code of 1986, as amended. The Notes of Acalanes Union High School District have not been designated as "qualified tax-exempt obligations . " REDEMPTION: The Notes are not subject to call and redemption prior to maturity. AYMENT: Both principal and interest are payable in lawful money of the United States of America at the office of the Treasurer-Tax Collector of the County of Contra Costa in Martinez, California, as Paying Agent, to DTC, which will in turn remit such principal and interest to the beneficial owners C-2 of the Notes through DTC' s Participants , as described in the Preliminary Official Statement . PURPOSE OF ISSUES: The Notes are separate and distinct issues to be issued by the Board of Supervisors (the "Board" ) of the County of Contra Costa, in the name and on behalf of the Acalanes Union High School District, in the name of and on behalf of the Antioch Unified School District and in the name of and on behalf of the Martinez Unified School District and in . the name of and on behalf of the Pittsburg Unified School District, (each individually, a "District") and each issue of Notes is authorized pursuant to the provisions of Section 53850-53858 of the Government Code of the State of California and the provisions of a resolution of said Board, for any purpose for which each District is authorized to expend moneys . SECURITY: The Notes are obligations of the District on whose behalf such Notes are issued and as security for the payment of the principal of and interest on the Notes, such District has pledged an amount equal to fifty percent (50%) of the principal amount of such District' s issue of Notes from the unrestricted revenues received by such District in the month ending December 31, 1991; and an amount equal to fifty percent (50%) of. the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending April 30, 1992 ; and an amount equal to the interest on the Notes from the unrestricted revenues received by such District in the month ending May 31, 1992 . By .statute, the Notes of each issue are declared to be a general obligation of the District on whose behalf such Notes are issued and to the extent not paid from such pledged moneys will be paid with the interest thereon from any other moneys of such District lawfully available therefor . Under provisions of the California Constitution, each District is generally prohibited from incurring any indebtedness or liability exceeding in any year the income and revenue provided for such year, without the assent of two-thirds of its qualified electors voting at an election called for such purpose . No District has covenanted to pay any other District ' s unpaid obligation on the Notes, or to make up any deficiency in the payment to the holders of the Notes which occurs by reason of another District ' s nonpayment of moneys required to be deposited into the repayment fund. TERMS OF SALE HIGHEST BID: Each Districts issue of Notes will be individually awarded on the basis of the lowest net interest C-3 rate including premium offered in the proposals for such issue of Notes . No bid for less than par and accrued interest (which interest will be computed on a 360-day year basis) will be accepted. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, the Board reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata. basis in such denominations . as the Board shall determine. RIGHT OF REJECTION: The Board reserves the right, in its_ discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The County of Contra Costa Treasurer-Tax Collector will take action awarding each issue of Notes or rejecting all bids for each issue of Notes not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder . DELIVERY AND PAYMENT: It is estimated that delivery of the Notes will be made to the successful bidder at the office at Brown & Wood, 555 California Street, San Francisco, California 94104, on July 2, 1991 or in New York City at the option of the successful bidder . Payment of the purchase price ( less the amount of the bid check mentioned below) must be made in the funds immediately available to the Treasurer-Tax Collector of the County of Contra Costa . The cost of registering the Notes in the name of Cede & Co. , as nominee of DTC will be borne by the respective Districts . RIGHT OF CANCELLATION: The successful bidder will have the right at its option to terminate its obligation to purchase Notes if the Board fails to execute such Notes on behalf of the District and tender the same for delivery within 30 : days from the date of sale thereof, and in such event, the successful bidder will be entitled to the return of the deposit accompanying its bid. FORM OF BID: Bids for each issue of Notes must be for all of the Notes of such issue, and must be for not less than the par value thereof . Each bid, together with the bidder ' s check, must be enclosed in a sealed envelope addressed to the Board of Supervisors of, the County of Contra Costa at the office of Kelling, 'Northcross & Nobriga, Inc . , 595 Market Street, Suite 1350, San Francisco, California 94105 , not later than 10 : 00 A.M. on said date of sale, and endorsed "Proposal for [Acalanes Union High] , [Antioch Unified] , [MartinezUnified] , or [Pittsburg Unified] School District 1991 Tax and Revenue C-4 Anticipation Notes . " Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, proposal forms provided by the Board. ESTIMATE OF NET INTEREST COST: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the District on the basis of their respective bids, which shall be considered as informative only and not binding on either 'the bidder or the Board. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be purchaser ' s responsibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes . BID CHECK: A certified or cashier ' s check drawn on a responsible bank or trust company in the amount of one percent (A) of the principal amount of the issue of Notes bid upon, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Board, it shall be cashed and the proceeds retained by the Treasurer-Tax Collector of the County of Contra Costa . The check accompanying each unaccepted proposal will be returned promptly. A separate bid check is required for each issue of Notes bid upon. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders form notes of the same type and character shall be determined to be includable in gross income under present federal income tax laws, either by a ruling of the Internal Revenue Service _or by a decision of any federal court, or shall be determined to be includable in gross income by the terms of any federal income tax law enacted subsequent to the date of this notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the Board, to certify to the Board and the District in writing the price at which a substantial amount of the Notes . were sold to the public, in the form and substance satisfactory to the. Board, the District and Bond Counsel . C-5 CLOSING PAPERS • LEGAL OPINION: Each proposal will be conditioned upon the respective District furnishing to each successful bidder, without charge, concurrently with payment for delivery of each issue of Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Brown & Wood, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that under existing statutes, regulations and court decisions, interest on the Notes is exempt from all present State of California personal income taxes and, assuming compliance with certain covenants and requirements , is excludable from .gross income for federal income tax purposes (although such interest may be subject to the corporate, alternative minimum and environmental taxes) , a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the District that on the basis of the facts, estimates and circumstances in existence on the date of issue, it not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds; (c) A certificate of the County of Contra Costa County Counsel that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate District official, acting on behalf of the District solely in his official, and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including. the time of the delivery of the Notes to the initial purchasers thereof the Official Statement of the District pertaining to said Notes did not, and does not, contain any untrue statement of a. material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; (e) The signature certificate of the officials of the County of Contra Costa, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the Treasurer-Tax Collector of the County of Contra Costa that the purchase price of the Note's, including interest accrued to the date of delivery thereof has been received by him. C-6 INFORMATION AVAILABLE: Requests for information concerning the District should be addressed to: Alfred P. Lomeli Treasurer-Tax Collector Contra Costa County 625 Court Street Martinez, California 94533 (415) 646-4080 Jon B. Armstrong Kelling, Northcross & Nobriga, Inc 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 The Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Rule 15c2-12 , but is subject to revision, amendment and completion in a final official statement . Up to 50 copies for each $1 million of Notes purchased of the Official Statement will be furnished without cost, and any additional copies will be furnished at the expense of the bidder . The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission, and to the Depository Trust Company in connection with the Notes . Dated: 1991 TREASURER-TAX COLLECTOR OF THE COUNTY OF CONTRA COSTA C-7 11 1-117 BOARD OF SUPERVISORS, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA RESOLUTION NO. 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, 1991 TAX AND REVENUE ANTICIPATION 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) , 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 Board") , 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 22, 1991, entitled "RESOLUTION OF THE BOARD OF EDUCATION OF ANTIOCH UNIFIED SCHOOL DISTRICT AUTHORIZING THE ISSUANCE OF 1991 TAX AND REVENUE ANTICIPATION NOTES FOR SAID DISTRICT AND REQUESTING THE BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA TO ISSUE SAID NOTES" (the "District Resolution" ) attached hereto as Exhibit A, which District Resolution requests the borrowing of not exceeding Four Million Five Hundred Thousand Dollars ($4 , 500, 000) at an interest rate not exceeding eight percent (80) per annum through the issuance by the County Board of 1991 Tax and Revenue Anticipation Notes (the "Notes" ) in the name of the District; and 1 3012005/2 905-3 WHEREAS, such Notes are payable twelve months after their date of delivery which is during the fiscal year succeeding the fiscal year 1991-1992 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 1991-1992 in which issued; and WHEREAS, such Notes may not bear interest exceeding twelve percent (120) 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 1991-1992 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 a date to be designated;, and shall be in the form and executed in the manner prescribed in this Resolution; all as permitted and required by Section 53853 of the Act; and WHEREAS, the County Board, in reliance on a determination by the District, has found and determined that said , $4 , 500, 000 maximum principal amount of Notes to be issued by the County Board in fiscal year 1991-1992 , 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 2 3012005/2 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; 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; 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 no obligations (other than those obligations .described in Paragraph (4) below) in calendar year 1991 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 1991 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 1991 and may continue to issue during ,the remainder of calendar year 1991 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 3012005/2 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 $4 , 500,000 principal amount of notes under Sections 53850 et seq. of the Act, designated "Antioch Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" ; to be numbered 1 (and consecutively upward in order of issuance if more than one Note is registered) ; to be in the denominations of $5, 000, or integral multiples thereof, as determined by the underwriter (as referred to herein) ; 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 the Treasurer-Tax Collector of the County (the "Treasurer") which is hereby designated to be the paying agent on the Notes (in such capacity, the "Paying Agent" ) . Section 2 . Form of Notes . The Notes shall be issued in registered 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 . The Notes shall be initially registered in the name of "Cede & Co . " as nominee of The Depository Trust Company, and shall be evidenced by one note in the full principal amount of the Notes . The Depository Trust Company, New York, New York is hereby appointed depository for the Notes . Registered ownership may not thereafter be transferred except as set forth in Section 4 hereof . There shall be simultaneously delivered with 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: 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 4 3012005/2 dated as of the date of delivery of and payment for said Notes . [Facsimile Signaturel Chairperson, Board of Supervisors Section 3 . Transfer and Exchange of Notes . Subject to the provisions of Section 4 hereof, the registration of any Note may, in accordance with its terms, be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent . Whenever any Note or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note or Notes , for a like aggregate principal amount . The Paying Agent shall require the Note owner requesting such registration of transfer to pay any tax or other governmental charge required to be paid with respect to such transfer . The County may require the owner requesting such registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer . The Paying Agent may treat the registered owner of any Note as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the office of the Paying Agent in Martinez, California for a like aggregate principal amount of Notes in other authorized denominations . The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The District may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the District with respect to such exchange. Section 4 . Use of Depository. (1) The Notes shall be initially registered as provided in Section 2 hereof . Registered ownership of the Notes , or any portion thereof , may not thereafter be transferred except : (i) To any successor of Cede & Co . , as nominee of The Depository Trust Company, or its nominee, or to 5 3012005/2 any substitute depository designated pursuant to clause (ii) of this Section 4 (a "substitute depository") ; provided, that any successor of Cede & Co. , as nominee of The Depository Trust Company or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the Paying Agent, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the District to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions ,as depository; Provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or successor) from its functions as depository, or (2) a determination by the District to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 4 , upon receipt of the outstanding Notes by the Paying Agent, together with a request of the District to the Paying Agent, a new Note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository, or their nominees; as the case may be, all as specified in such request of the District . In the case of any transfer pursuant to clause (iii) of subsection ( 1) of this subparagraph (d) , upon receipt of the outstanding Notes by the Paying Agent together with a request of the District to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such a request of the District; provided, the Paying Agent shall not be required to deliver such new Notes within a period less than sixty (60) days from the date of receipt of such a request of the 6 3012005/2 District . Thereafter, Notes shall be transferred pursuant to Section 3 hereof . (3) The District and the Paying Agent shall be entitled to treat the person in whose name any Note is registered as the owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Paying Agent or the District; and the District and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Notes and neither the District nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor) , except for the Owner of any Notes . (4) So long as the outstanding Notes are registered in the name of Cede & Co . or its registered assigns, the District and the Paying Agent shall cooperate with Cede- & Co . , as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 5 . Deposit of Note Proceeds . The moneys so borrowed shall be deposited in the General Fund of the District . Section 6 . 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 1991-1992 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, 1991; and an amount equal to fifty percent (50%) of the principal amount, of the Notes from the 7 3012005/2 unrestricted revenues received by the District in the month ending April 30, 1992 ; plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the- District in the month ending May 31, 1992 (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 County investment pool and credited to 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 Treasurer in a special fund designated as the "Antioch Unified School District, County of Contra Costa, State of California, 1991 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 with the County and accounted for 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 . 8 3012005/2 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. To the extent that moneys invested or held by the County are subject to arbitrage rebate, neither the County nor any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to make the actual calculations of arbitrage rebate liability of the District, or to pay any such rebate or any penalties in regard thereto if the District miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7. 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 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 8 . Sale of the Notes . The Notes may be sold on a competitive or negotiated basis . If the Notes are sold at public sale, such sale shall be at the time and place and upon the terms provided in the Notice of Sale of the Notes, which Notice is substantially in the form attached hereto as Exhibit C. Sealed bids for the purchase of the Notes shall be received by the County Board at the time and place set forth in said Notice of Sale and the Treasurer is authorized to distribute copies of said Notice. Further, the Treasurer is authorized to accept the lowest bid so long as the aggregate principal of Notes does not exceed $4, 500, 000 and the interest rate does not exceed 8% per annum. If. the Notes are sold on a negotiated basis, the District shall request the Treasurer to execute a Contract of Purchase substantially in the form on file with the Clerk of this Board with an underwriter to be designated by either the Superintendent or Assistant Superintendent, Business Services of the District; provided that the aggregate principal amount of the Notes does not exceed $4 , 500, 000 and the interest rate does not exceed 8% ' per annum. Section 9 . Authorization of Preliminary Official Statement and Official Statement . Kelling, Northcross & Nobriga, Inc . , 9 3012005/2 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 Assistant Superintendent, Business Services of the District, are each hereby authorized and requested to execute and deliver the Official Statement . Section 10 . Delivery of Notes . The proper officers of the County Board are hereby authorized and directed to deliver the Notes to the successful bidder . 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 actions and execute and deliver 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 Notes in accordance with this Resolution and resolutions heretofore adopted by the County and District Boards . Section 11 . 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 12 . Recitals . All the recitals in this Resolution above are true and correct and this County Board so finds, determines and represents . Section 13 . Designation as Oualified 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 14 . Action Re Qualified Tax-Exempt Obligation. Appropriate officials of the County Board and the Finance Director 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 . 10 3012005/2 PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa this 4th day of June, 1991, by the following vote: AYES: Supervisors . Schroder, Torlakson, Powers NOES: Mone ABSENT• Supervisors Fanden, McPeak By Chairperson, Board of Supervisors phB Batchdw,CIst of the Board of Attest : SuprAmn aW County Administrator Deputy Clerk, Board of Supervisors 11 3012005/2 EXHIBIT B ANTIOCH UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1991 TAX AND REVENUE ANTICIPATION NOTE Registered No . $ Registered Owner : FOR VALUE RECEIVED, Antioch Unified School District (the "District") , County of Contra Costa, State of California, acknowledges itself indebted to and promises to pay the Registered Owner hereof, at the principal office of the principal sum of DOLLARS ($ ) in lawful money of the United States of America, on 1992 , 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 Costa duly passed and adopted on , 1991 and a Resolution of the Board of Education of the District duly passed and adopted on , 1991 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 B-1 r 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 1991-1992 . As security for the payment of the principal of and interest on the Notes 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, 1991; 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, 1992 ; 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, 1992 (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 . IN WITNESS WHEREOF, the County of Contra Costa has caused this Note to be executed by the Chairperson of its Board of Supervisors and by the by facsimile signature and countersigned by the by manual signature and has caused a facsimile of its official seal to be printed hereon this day of 1991. COUNTY OF CONTRA COSTA By Chairperson, Board of Supervisors By Treasurer-Tax Collector (SEAL) Countersigned By Clerk of the Board B-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-3 EXHIBIT C COMPOSITE OFFICIAL NOTICE OF SALE $ ACALANES UNION HIGH SCHOOL DISTRICT $ ANTIOCH UNIFIED SCHOOL DISTRICT $ MARTINEZ UNIFIED SCHOOL DISTRICT $ PITTSBURG UNIFIED SCHOOL DISTRICT 1991 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that separate sealed proposals will be received by the Treasurer-Tax Collector of the County of Contra Costa, at the office of Kelling, Northcross & Nobriga, Inc. , 595 Market Street, Suite 1350, San Francisco, California 94105 on June 10, 1991 at the hour of 10 : 00 A.M. for the purchase of each issue of Tax and Revenue Anticipation Notes (individually and collectively, the "Notes" ) , more particularly described below. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday or the same time and location until such time as the sale is awarded. ISSUE AND DENOMINATION: The Notes are separate and distinct issues, designated as follows : "Acalanes Union High School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of "Antioch Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of $ C-1 "Martinez Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of "Pittsburg Unified School District, County of Contra Costa, State of California, 1991 Tax and Revenue Anticipation Notes" in the principal amount of Each issue of Notes will consist of non-registrable, negotiable notes, without coupons . FULL BOOK ENTRY: The Notes, when delivered, will be registered in the name of Cede & Co . , as nominee of. The Depository Trust Company, New York, New York. The Depository Trust Company ( "DTC") will act as securities depository of the Notes . Individual purchases will be made in book-entry form only, in the principal amount of $5, 000 and integral multiples thereof . Purchasers will not receive certificates representing their interest in the Notes purchased. DATE AND MATURITIES: Each issue of Notes will be dated the date of delivery, and will all mature on July 1, 1992 . INTEREST RATE: The maximum interest rate bid may not exceed eight percent (8%) per annum, payable upon. maturity of each issue of Notes . Bidders must specify the rate of interest which each issue of Notes bid upon will bear, provided that (i) each issue of Notes bid upon will bear the same interest rate; (ii) no Note will bear more than one rate of interest; (iii) each issue of Notes bid upon will bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 1/1000 of one percent (1%) . Interest will be computed on a 360-day year basis . QUALIFIED OBLIGATION: The Notes of Antioch Unified School District, Martinez Unified School District and Pittsburg Unified School District, have been designated by the respective Districts as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) (B) of the Internal Revenue Code of 1986 , as amended. The Notes of Acalanes Union High School District have not been designated as "qualified tax-exempt obligations . " REDEMPTION: The Notes are not subject to call and redemption prior to maturity. C-2 PAYMENT: Both principal and interest are payable in lawful money of the United States of America at the office of the Treasurer-Tax Collector of the County of Contra Costa in Martinez, California, as Paying Agent, to DTC, which will in turn remit such principal and interest to the beneficial owners of the Notes through DTC' s Participants, as described in the Preliminary Official Statement . PURPOSE OF ISSUES: The Notes are separate and distinct issues to be issued by the Board of Supervisors (the "Board") of the County of Contra Costa, in the name and on behalf of the Acalanes Union High School District, in the name of and on behalf of the Antioch Unified School District and in the name of and on behalf of the Martinez Unified School District and in the name of and on behalf of the Pittsburg Unified School District, (each individually, a "District") and each issue of Notes is authorized pursuant to the provisions of Section 53850-53858 of the Government Code of the State of California and the provisions of a resolution of said Board, for any purpose for which each District is authorized to expend moneys . SECURITY: The Notes are obligations of the District on whose behalf such Notes are issued and as security for the payment of the principal of and interest on the Notes, such District has pledged an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending December 31, 1991; and an amount equal to fifty percent (50%) of the principal amount of such District ' s issue of Notes from the unrestricted revenues received by such District in the month ending April 30, 1992; and an amount equal to the interest on the Notes from the unrestricted revenues received by such District in the month ending May 31, 1992 . By statute, the Notes of each issue are declared to be a general obligation of the District on whose behalf such Notes are issued and to the extent not paid from such pledged moneys will be paid with the interest thereon from any other moneys of such District lawfully available therefor . Under provisions of the California Constitution, each District is generally prohibited from incurring any indebtedness or liability exceeding in any year the income and revenue provided for such year, without the assent of two-thirds of its qualified electors voting at an election called for such purpose. No District has covenanted to pay any other District ' s unpaid obligation on the Notes, or to make up any deficiency in the payment to the holders of the Notes which occurs by reason of another District ' s nonpayment of moneys required to be deposited into the repayment fund. C-3 TERMS OF SALE HIGHEST BID: Each Districts issue of Notes will be individually awarded on the basis of the lowest net interest rate including premium offered in the proposals for such issue of Notes . No bid for less than par and accrued interest (which interest will be computed on a 360-day year basis) will be accepted. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, the Board reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the Board shall determine. RIGHT OF REJECTION: The Board reserves the •right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The County of Contra Costa Treasurer-Tax Collector will take action awarding each issue of Notes or rejecting all bids for each issue of Notes not later than 26 hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. DELIVERY AND PAYMENT: It is estimated that delivery of the Notes will' be made to the successful bidder at the office at Brown & Wood, 555 California Street, San Francisco, California 94104 , on July 2 , 1991 or in New York City at the option of the successful bidder . Payment of the purchase price ( less the amount of the bid check mentioned below) must be made in the funds immediately available to the Treasurer-Tax Collector of the County of Contra Costa . The- cost of registering the Notes in the name of Cede & Co . , as nominee of DTC will be borne by the respective Districts . RIGHT OF CANCELLATION: The successful bidder will have the right at its option to terminate its obligation to purchase Notes if the Board fails to execute such Notes on behalf of the District and tender the same for delivery within 30 days from the date of sale thereof, and in such event, the successful bidder will be entitled to the return of the deposit accompanying its bid. FORM OF BID: Bids for each issue of Notes must be for all of the Notes of such issue, and must be for not less than the par value thereof . Each bid, together with the bidder ' s check, must be enclosed in a sealed envelope addressed to the Board of Supervisors of the County of Contra Costa at the office of Kelling, Northcross & Nobriga, Inc . , 595 Market Street, Suite C-4 1350, San Francisco, California 94105, not later than 10 : 00 A.M. on said date of sale, and endorsed "Proposal for [Acalanes Union High] , [Antioch Unified] , [Martinez Unified] , or [Pittsburg Unified] School District 1991 Tax and Revenue Anticipation Notes . " Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, proposal forms provided , by the Board. ESTIMATE OF NET INTEREST COST: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the District on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the Board. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be purchaser ' s responsibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes . BID CHECK: A certified or cashier' s check drawn on a responsible bank or trust company in the amount of one percent ( A) of the principal amount of the issue of Notes bid upon, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, must accompany each proposal as a guaranty that the bidder, if successful , will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Board, it shall be cashed and the proceeds retained by the Treasurer-Tax Collector of the County of Contra Costa. The check accompanying each unaccepted proposal will be returned promptly. A separate bid check is required for each issue of Notes bid upon. CHANGE IN TAX EXEMPT STATUS At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders form notes of the same type and character shall be determined to be includable in gross income under present federal income tax laws , either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be determined to be includable in gross income by the terms of any federal income tax law enacted subsequent to the date of this notice. C-5 CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the Board, to certify to the Board and the District in writing the price at which a substantial amount of the Notes were sold to the public, in the form and substance satisfactory to the Board, the District and Bond Counsel . CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the respective District furnishing to each successful bidder, without charge, concurrently with payment for delivery of each issue of Notes, the following closing papers, each dated the date of such delivery: (a) The opinion ' of Brown & Wood, San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that under existing statutes, regulations and court decisions, interest on the Notes is exempt from all present State of California personal income taxes and, assuming compliance with certain covenants and requirements, is excludable from gross income for federal income tax purposes (although such interest may be subject to the corporate, alternative minimum and environmental taxes) , a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the District that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds; (c) A certificate of the County of Contra Costa County Counsel that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate District official, acting on behalf of the District solely in his official , and not in his personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof the Official Statement of the District pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading; C-6 (e) The signature certificate of the officials of the County of Contra Costa, showing that they have signed the Notes and impressed the seal of the Board thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the Treasurer-Tax Collector of the County of Contra Costa that the purchase price of the Notes, including interest accrued to the date of delivery thereof has been received by him. INFORMATION AVAILABLE: Requests for information concerning the District should be addressed to: Alfred P. Lomeli Treasurer-Tax Collector Contra Costa County 625 Court Street Martinez, California 94533 (415) 646-4080 Jon B. Armstrong Kelling, Northcross & Nobriga, Inc. 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 The Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Rule 15c2-12, but is subject to revision, amendment and completion in a . final official statement. Up to 50 copies for each $1 million of Notes purchased of the Official Statement will be furnished without cost, and any additional copies will be furnished at the expense of the bidder. The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission and to the Depository Trust Company in connection with the Notes . Dated: 1991 TREASURER-TAX COLLECTOR OF THE COUNTY OF CONTRA COSTA C-7