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HomeMy WebLinkAboutMINUTES - 04251995 - 1.105 ► . � 05 12047-03 ` JHHW:SRCl.eb ) 4/7/95 RESOLUTION NO . 95/182 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA,STATE OF CALIFORNIA,PROVIDING FOR THE ISSUANCE AND SALE OF BRENTWOOD UNION SCHOOL DISTRICT,COUNTY OF CONTRA COSTA, CALIFORNIA,1995 GENERAL OBLIGATION BONDS,SERIES A,IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$770,000.00 FOR THE PURPOSE OF FINANCING REAL PROPER77 ACQUISITION AND IMPROVEMENTS WHEREAS, the Board of Trustees (the Board of Trustees) of the Brentwood Union School District (the "District") of the County of Contra Costa (the "County") has certified to the Board of Supervisors (the `Board of Supervisors') of the County, that an election has been regularly held in the District on November 6, 1990 for the purpose of voting upon the question of the issuance of bonds of the District in the principal amount of$9,800,000 for the purposes hereinafter stated, that at least two-thirds of the votes at said election were cast in favor of issuing said bonds, and that $9,029,699.40 principal amount of the bonds have been issued as of this date leaving$770,300.60 principal amount of the bonds authorized but unissued; and WHEREAS, the resolution of the Board of Trustees (the "District Resolution") of the District has been received requesting this Board of Supervisors to issue and sell additional bonds in the principal amount of not to exceed $770,000.00, the provisions of which District Resolution are hereby incorporated herein by this reference; NOW, THEREFORE, BE IT RESOLVED THAT: Section 1. Definitions. For this Resolution,the following terms apply: "Bond Insurer"means any insurance company which issues a municipal bond insurance policy insuring the paying of principal of and interest on the Series A Bonds. "Bond Purchase Contract" means the fully executed contract or agreement for the purchase and sale of the Series A Bonds by and between the County on behalf of the District and purchaser of the Series A Bonds. "Bond Register" means the books for the registration and transfer of the Series A Bonds maintained by the Paying Agent. "Closing Date" means the date upon which the Series A Bonds are exchanged for the purchase price thereof. "Debt Service Fund" means the fund held by the County for the District under Section 15. "Information Services" means Financial Information, Inc.'s Financial Daily Called Bond Service; Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond Service;Moody's Municipal and Government;or Standard&Poor's Called Bond Record. "Interest Payment Date"means each February 1 and August 1, commencing in February 1, 1996. i "Owner" means the registered owner of any Series A Bonds as shown on the Bond Register of the Paying Agent under Section 9 hereof. "Paying Agent" means Bank of America, National Trust & Savings Association as the registrar,transfer agent,authentication agent and paying agent of the Series A Bonds. "Principal Office" means the principal corporate trust office of the Paying Agent in Los Angeles,California. "Record Date"means the 15th day of the calendar month preceding an Interest Payment Date,whether or not such 15th day is a business day. "Securities Depositories" means The Depository Trust,Company, 711 Steward Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190; Midwest Securities Trust Company, Capital Structure-Call Notification, 440 South La Salle Street, Chicago, Illinois 60605, Facsimile transmission: (312) 663-2343; and Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Facsimile transmission: (215) 496-5058. "Series A Bonds"means the bonds of the District described in Section 2 hereof. "Treasurer" means the Treasurer-Tax Collector of the County of Contra Costa or a deputy or designee thereof. Section 2. Authority for Bonds. For the purpose of raising money for the District for real property acquisition improvements, including (a) the purchase of land for a new middle school site and the construction and acquisition of improvements thereto including school buildings and (b) the making of alterations and additions to Edna Hill Middle School (other than such as may be necessary for current maintenance or repairs, and to pay all necessary legal, financial engineering and contingent costs in connection therewith (the "Project"), the Board of Supervisors of the County hereby authorizes the issuance of bonds designated "Brentwood Union School District, Contra Costa County, California, 1995 General Obligation Bonds, Series A" (the "Series A Bonds"), in the principal sum of not to exceed $770,000.00, dated May 1, 1995, bearing interest at a rate or rates not to exceed twelve percent (12%) per annum,payable commencing on February 1, 1996 for the first period and semi-annually on each August 1 and February 1 thereafter, which rate or rates shall be in multiples of one twentieth percent (1/20%) or one-eighth percent (1/8%) or any combination thereof, and shall be fixed upon the sale of said bonds; that said bonds shall be in the denomination of$5,000 each or any integral multiple thereof and numbered and shall be payable,unless called for prior redemption as hereinafter provided, on August 1 in each of the years (not to exceed 25 years from the Closing Date) and in amounts which will produce approximately level annual debt service, all as more specifically set forth in the Bond Purchase Contract for the Series A Bonds. Section 3. Form of Bonds. The Series A Bonds shall be issued as fully registered bonds substantially in the form set forth in Exhibit A attached hereto and hereby incorporated herein. Section 4. Payment of Bonds. The Series A Bonds and the interest thereon shall be payable in lawful money of the United States, out of the interest and sinking fund of said District (the "Debt Service Fund") maintained by the County, and the money for the redemption of the Series A Bonds and the payment of the interest thereon shall be raised by taxation upon the taxable property of the District as prescribed by law. Interest on the Series A Bonds will be payable by check or draft of the Paying Agent,mailed to the registered owner at the address shown on the registration books as of the fifteenth day of the calendar month -2- preceding such payment date. Principal and interest payable at maturity is payable upon surrender at the principal corporate trust office of the Paying Agent in Los Angeles,California. Section 5. Redemption of Bonds. The Series A Bonds shall be subject to redemption in accordance with the provisions of the Bond Purchase Contract and hereby made a part hereof. The Paying Agent shall give notice of the redemption of the Series A Bonds at the expense of the District. Such notice shall specify: (a) that the Series A Bonds or a designated portion thereof are to be redeemed,(b)the numbers and CUSIP numbers of the Series A Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the Series A Bonds must be submitted for redemption, descriptive information about the Series A Bonds including the dated date,interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Series A Bond to be redeemed, the portion of the principal amount of such Series A Bond to be redeemed,together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by first class mail, postage prepaid, to the original purchaser of the bonds, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a Securities Depository and to an Informational Service that disseminates securities redemption notices, and to the District and to the County, and by registered or certified mail or personal delivery to the respective Owners of any Series A Bonds designated for redemption at their addresses appearing on the bond registration books of the Paying Agent, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series A Bonds. Section 6. Execution and Delivery of Bonds. The Series A Bonds shall be signed by the Chairman of this Board of Supervisors and by the Treasurer-Tax Collector of the County, and shall be countersigned by the Clerk of this Board,who shall affix thereto the seal of the County. All such signatures and countersignatures and the affixing of the seal may be printed, lithographed,engraved or otherwise mechanically reproduced. The Series A Bonds shall then be delivered to the Paying Agent for authentication by it. Only such of the Series A Bonds as shall bear thereon a certificate of authentication substantially in the form shown in Exhibit A attached hereto, manually executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of authentication of the Paying Agent shall be conclusive evidence that the Series A Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution. Section 7. Transfer and Exchange of Bonds. Any Series A Bond may, in accordance with its terms,be transferred,upon the books required to be kept pursuant to the provisions of Section 7 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series A Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Paying Agent. Whenever any Series A Bond or Bonds shall be surrendered for transfer, this Board of Supervisors shall execute and the Paying Agent shall authenticate and deliver a new Series A Bond or Bonds, of the same maturity and for a like aggregate principal amount. The Paying Agent shall require the owner of the Series A Bond requesting such transfer to pay any tax or other governmental charge to be paid with respect to such transfer. -3- Series A Bonds may be exchanged at the corporate trust office of the Paying Agent in Los Angeles, California, for a like aggregate principal amount of Series A Bonds or other authorized denominations of the same maturity and interest rate. The Paying Agent shall require the owner of the Series A Bond requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Section 8. Bond Register. The Paying Agent will keep or cause to be kept, at the Principal Office, the Bond Register, which shall during normal business hours be open to inspection by the District; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred,on such books,Series A Bonds as hereinbefore provided. Section 9. Book-Entry Only System. The Depository Trust Company, New York, New York ("DTC") shall act as the initial securities depository (the "Depository") for the Series A Bonds. One Series A Bond for each maturity thereof shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Series A Bonds shall be registered in the Bond Register kept by the Paying Agent for the Series A Bonds in the name of Cede& Co.,as nominee of DTC or such nominee as DTC shall appoint in writing. The County Officers (as hereinafter defined), the District and the Paying Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Resolution to qualify the Series A Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Series A Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC,neither the District nor the Paying Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Series A Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Series A Bonds (the 'Beneficial Owners"). Without limiting the immediately preceding sentence,neither the District nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Series A Bonds, (ii) the delivery to any DTC Participant,any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Series A Bonds, including any notice of redemption, (iii)the selection by the Depository of the beneficial interests in the Series A Bonds to be redeemed in the event the District elects to redeem the Series A Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Series A Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Series A Bonds; except that so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, any Beneficial Owner of$1,000,000 or more in aggregate principal amount of any series of Series A Bonds who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Paying Agent shall be provided with all notices relating to such Series A Bonds by the Paying Agent. Except as set forth above, the Paying Agent may treat as and deem DTC to be the absolute owner of each Series A Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Series A Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Series A Bonds, for the purpose of registering transfers with respect to such Series A Bonds, and for all purposes whatsoever. The Paying Agent shall pay all principal of and interest on the Series A Bonds only to or upon the order of the owners as shown on the Bond Register, and all such payments shall be valid -4- and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Series A Bonds to the extent of the sums or sums so paid. No person other than an owner,as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 6 hereof, references to "Cede & Co." in this Section 8 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Series A Bonds at any time by giving written notice to the Paying Agent during any time that the Series A Bonds are outstanding, and discharging its responsibilities witL respect thereto under applicable law. The District may terminate the services of DTC with respect to the Series A Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Series A Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the District shall mail notice of such termination to the Paying Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the District determines that it is in the best interest of the Beneficial Owners of the Series A Bonds that they be able to obtain certificated Series A Bonds, the Series A Bonds shall no longer be restricted to being registered in the Bond Register of the Paying Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the owners shall designate at that time,in accordance with Section 7. To the extent that the Beneficial Owners are designated as the transferee by the owners, in accordance with Section 7,the Series A Bonds will be delivered to such Beneficial Owners as soon as practicable. Section 10. Bonds are General Obligations. The Series A Bonds are general obligations of the District, and the Board of Supervisors of the County has the power and is obligated to levy ad valorem property taxes upon all property within the District subject to taxation without limitation as to rate or amount for the payment of the Series A Bonds and the interest thereon. Section 11. Sale of Bonds. The Series A Bonds shall be sold by negotiated sale using the form of Bond Purchase Contract on file with the District and which form is hereby approved. The Treasurer, or other official of the County designated by the Board of Supervisors, in consultation with appropriate officials of the District, is hereby authorized and directed to complete the Bond Purchase Contract and to execute the same for the County on behalf of the District; provided, however, that any changes to the Bond Purchase Contract shall not authorize a principal amount of the Series A Bonds in excess of the amount herein provided, and shall not result in an average interest rate on the Series A Bonds in excess of 8% per annum nor an underwriter's discount in excess of 2% of the principal amount of the Series A Bonds. Section 12. Authority of Officials. The Treasurer and the Clerk and the President of the Board of Supervisors (the "County Officers")are hereby authorized and directed to do any and all things and to take any and all actions necessary or advisable to consummate the lawful issuance and delivery of the Series A Bonds in accordance with this resolution and the resolution heretofore adopted by the Board of Trustees of the District. -5- Section 13. Delivery of Series A Bonds. The proper officials of the County shall cause the Series A Bonds to be prepared and, following their sale, shall have the Series A Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series A Bonds,to the original purchaser upon payment of the purchase price. Section 14. Building Fund. The proceeds from the sale of the Series A Bonds shall be paid to the County to the credit of the fund hereby created and established and to be known as the"1995 Brentwood Union School District Building Fund" (the"Building Fund")of the District, shall be kept separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purpose of which the Series A Bonds are being issued, including the costs of issuance thereof, and provided further that such proceeds shall be applied solely to authorized purposes which related to the Project. Interest earned on the investment of moneys held in the Building Fund shall be retained in the Building Fund. Any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of the principal of and interest on the Series A Bonds. Section 15. Debt Service Fund. Any premium received by the County from the sale of the Series A Bonds and any capitalized interest thereon shall be deposited in the fund hereby created and established and to be designated as the "1995 Brentwood Union School District General Obligation Bond Interest and sinking Fund,Series A" (the"Debt Service Fund") for the Series A. Bonds. Except as required below to satisfy the requirements of Section 148(f) of the Internal Revenue Code of 1986, as amended (the "Code"Y, interest earned on the investment of moneys held in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County to pay the interest on and principal of including any sinking fund payments) of the Series A Bonds when due. If, after payment in full of the Series A Bonds, there remain any excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Section 16. Conditions Precedent. This Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series A Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series A Bonds have been performed and have been met, in regular and due form as required by law; that the full faith,credit and revenues of the District are pledged for the timely payment of the Series A Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series A Bonds. Section 17. Insurance. In the event bond insurance is purchased for the Series A Bonds, and to the extent that the Bond Insurer makes payment of the principal or and interest on the Series A Bonds, it shall become the Owner of such Series A Bonds with the right to payment of the principal of and interest on the Series A Bonds, and shall be fully subrogated to all of the Owners'rights,including the Owners'rights of payment thereof. To evidence such subrogation the Paying Agent shall note the Bond Insurer as subrogee on the Bond Register for the Series A Bonds, maintained by the Paying Agent upon surrender of the Series A Bonds by the Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer. Section 18. Other Actions. Officers of the Board and County officials and staff are hereby authorized and directed,jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions hereto fore taken by such officers, official sand staff are hereby ratified, confirmed and approved. The Clerk of this �i- a Board is hereby directed to provide certified copies of this Resolution to the Treasurer, the Auditor-Controller of the County and the Paying Agent. Section 19. Effective Date: This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED by the following vote of the Board of Supervisors of the County of Contra Costa this 25th day of April, 1995 to-wit: AYES: Supervisors Rogers , Smith, DeSaulnier, Torlakson, Bishop NOES: None ABSENT: None ABSTENTIONS: None ChLrman,Board of 9upervisors (SEAL) ATTEST: Phil Batchelor, Clerk of the Board and County Administrator Dapu ty Clerk, Board df Supervisors STATE OF CALIFORNIA ) ss COUNTY OF CONTRA COSTA) Ann Cervelli Deputy I, and/Clerk of the Board of Supervisors of the County of Contra Costa, State of California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by said Board at a regular meeting held on the 25th day of April, 1995, and passed by a unanimous vote of said Board. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of April 1995. Phil Batchelor, Clerk of the Board of Sup Eo and 9 unty Administrator By puty er -7- [FORM OF BOND] BRENTWOOD UNION SCHOOL DISTRICT CONTRA COSTA COUNTY,CALIFORNIA 1995 GENERAL OBLIGATION BONDS SERIES A INTEREST RATE MATURITY DATE DATED DATE CUSIP May 1, 1995 Registered Owner: Principal Sum: The BRENTWOOD UNION SCHOOL DISTRICT of the County of Contra Costa, State of California (the "District"), for value received, hereby acknowledges itself indebted, and promises to pay to the Registered Owner set forth above or registered assigns, on the Maturity Date set forth above, at the Principal Corporate Trust Office of Bank of America National Trust and Savings Association in . California, the Transfer Agent, Registrar, and Paying Agent of said District (the "Paying Agent"),the sum set forth above in lawful money of the United States of America,and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated during the period from the 16th day of the month next preceding any interest payment date to such interest payment date,inclusive,in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or prior to February 1, 1996, in which event it shall bear interest from the dated date until payment of such principal sum,at the interest rate set forth above, payable commencing on February 1, 1996, and semiannually thereafter on August 1 and February 1 in each year. The interest is payable to the person whose name appears on the bond registration books of the Registrar and Paying Agent as the registered owner hereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check or draft mailed to such registered owner at such owner's address as it appears on such registration books. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE. IT IS HEREBY CERTIFIED, recited and declared,that said election was duly and legally called,held and conducted,and the notices thereof duly given,and the result thereof canvassed and declared in accordance with the provisions of the Education Code above-mentioned, and that all of the proceedings of the Governing Board of the District and of the Board of Supervisors of the County of Contra Costa in the matter of the issuance of this Bond were regular and in strict accordance with the provisions of the Education Code above-mentioned and of the Constitution of the State of California,and that the total bonded indebtedness of the said District, including the issue of which this Bond is a part, does not exceed any limit prescribed by the Education Code. This Bond conforms to the order of said Board of Supervisors duly made and entered in its minutes, and shall be payable out of the interest and sinking fund of the District, and the money for the redemption of said Bond and the payment of the interest thereon shall be raised by taxation upon the taxable property in the District. Exhibit A Page 1 of 4 4 This Bond shall not be entitled to any benefit, or become valid or obligatory for any purpose,until the certificate of authentication and registration hereon shall have been signed by the Paying Agent. IN WITNESS WHEREOF, the said Board of Supervisors of the County of Contra Costa has caused this Bond to be signed by the facsimile signatures of its President and the Treasurer- Tax Collector of said County and countersigned by the facsimile signature of the Clerk of the Board of Supervisors with the seal of said Board attached, this 1st day of May, 1995. Countersigned: (SEAL) Clerk,Board of Supervisors Chairman of the Board of Supervisors Treasurer-Tax Collector of the County of Contra Costa CERTIFICATE OF AUTHENTICATION This Bond is one of the bonds described in the Bond Resolution referred to herein. Date of Registration and Authentication: Bank of America National Trust and Savings Association, Paying Agent By: Authorized Officer Exhibit A Page 2 of 4 [FORM OF REVERSE OF BOND] This Bond is one of a series of Bonds of like tenor and date, except as to numbers and dates of maturity, and except that the interest rates thereof may differ, amounting in the aggregate to Seven Hundred Seventy Thousand Dollars ($770,000.00). The Bonds are issuable only as fully registered bonds in denominations of $5,000.00 each or any integral multiple thereof. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the offices of the Paying Agent,in Los Angeles,California,subject to the terms and conditions provided for in the Transfer Agent, Registrar,and Paying Agent's system for registration for registered debt obligations,including the payment of certain charges, taxes or fees, if any, upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond or Bonds of any authorized denomination or denominations of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange herefor. This Bond is issued by the Board of Supervisors of the County of Contra Costa under and in accordance with the provisions of Chapter 2 of Part 10, Division 1, Title 1 of the Education Code of the State of California and with the assent of two-thirds of the qualified electors of the District voting at a regular election held therein to determine whether bonds of the District should be issued and sold for the purpose of raising money for the District for (a) the permanent improvement of the school sites; (b)the building or construction of improvements both on and off the school sites that are essential to the development of the schools; (c) the making of permanent alterations, additions or fixtures to the school buildings, structures and facilities;and (d) the building or purchasing of buildings,structures and facilities and purchase of land, bonds of the Brentwood Union School District and pursuant to Resolution No. of the Board of Supervisors, adopted April 25, 1995. The Bonds maturing on or before August 1,2003 are non-callable. The Bonds maturing on August 1, 2004, or any time thereafter, are callable for redemption prior to their stated maturity date at the option of the District, in whole on any date, or in part on any interest payment date, on or after August 1, 2003, in inverse order of maturity and by lot within any such maturity if less than all of the Bonds of such maturity are to be redeemed, and may be redeemed prior to the maturity thereof by payment of all principal,plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount),payable from any source lawfully available therefor,as follows: Redemption Date Redemption Price M August 1,2003 through July 31,2004 102% August 1,2004 through July 31,2005 101% August 1,2005 and thereafter 100% The Bonds are general obligations of the District, and the Board of Supervisors of the County of Contra Costa has the power and is obligated to levy ad valorem property taxes upon all property within the District subject to taxation without limitation as to rate or amount for the payment of the Bonds and the interest thereon. Exhibit A Page 3 of 4 4 = - (FORM OF ASSIGNMENT) ASSIGNMENT For value received,the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee,with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature on this assignment must correspond with the name(s)as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 4 of 4 12047-03 JF HW:SRC:jeb 4/7/95 RESOLUTION NO.95-oW RESOLUTION OF THE BOARD OF TRUSTEES OF THE BRENTWOOD UNION SCHOOL DISTRICT,COUNTY OF CONTRA COSTA, CALIFORNIA REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF BRENTWOOD UNION SCHOOL DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$770,000.00 WHEREAS,an election was duly and regularly held in Brentwood Union School District (the "District") on November 6, 1990 for the purpose of submitting to the qualified electors of said District the question whether general obligation bonds should be issued in the principal amount of $9,800,000 (the "Bonds") for the purpose of raising money for real property acquisition or improvements, including (a) the purchase of land for a new middle school site and the construction and acquisitions of improvements thereto including school buildings and (b) the maldng of alterations and additions to Edna Hill Middle School (other than such as may be necessary for current maintenance or repairs, and to pay all necessary legal, financial, engineering and contingent costs in connection therewith(the"Project"); WHEREAS, it has been certified that more than two-thirds of the votes cast at said election were in favor of the issuance of the Bonds; WHEREAS, $9;029,699.40 aggregate principal amount of the Bonds have been previously been sold and delivered, leaving $770,000.00 principal amount of the Bonds authorized but unissued; WHEREAS, Section 15140 of the Education Code of the State of California (the "Education Code") requires that the Bonds of the District shall be offered for sale by the Board of Supervisors (the 'Board of Supervisors") of the County of Contra Costa (the "County") as soon as possible following receipt of a resolution adopted by the Board of Trustees of the District; WHEREAS, Section 15140 of the Education Code provides that such resolution shall prescribe the total amount of additional bonds to be sold, not to exceed $770,300.60, as hereinafter provided; WHEREAS, Section 15140 also provides that such resolution may prescribe the maximum acceptable interest rate, not to exceed twelve per cent (12%) and the time or times when the whole or any part of the principal of bonds shall be payable,which shall not be more than 25 years from the date of the bonds; WHEREAS,Section 15146 of the Education Code provides that the Bonds shall be sold at the times and in the amounts prescribed by the District, at a discount of not to exceed five percent (5%); and WHEREAS, Section 15149 of the Education Code provides that the District may prepare,or have prepared,bond brochures to serve as a prospectus for bond buyers to assist in the satisfactory sale of the Bonds after the issuance of the Bonds to be sold has been approved by the electors of the District as provided by law; NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board of Trustees of the Brentwood Union School District,as follows: Section 1.Recitals.The foregoing are recitals are true and correct. Section 2.Request. The Board of Supervisors of the County is hereby requested to cause to be issued, sold and delivered, on behalf of the District, an additional series of the Bonds,in the aggregate principal amount of not to exceed $770,000.00, to be designated "Brentwood Union School District, Contra Costa County,California, 1995 General Obligation Bonds, Series A" (the "Series A Bonds") upon the terms and conditions as hereinafter provided for the purpose of paying for the costs of the Project or a portion thereof. Such terms and conditions shall be substantially as set forth in the copy of the draft of resolution of the Board of Supervisors providing for the issuance of the Series A Bonds (the 'Bond Resolution") in the form on file with the Clerk of this Board of Trustees and hereby made a part hereof by this reference. Section 3. Interest. Interest on the Series A Bonds shall accrete at the rate of not to exceed twelve per cent (12%) per annum, all as further and more particularly provided in the Bond Resolution. Section 4. Date; Maturity. The Series A Bonds shall be dated May 1, 1995 and mature on August 1 in each of the years, and in the amounts as specifically set forth in the Bond Purchase Contract for the Series A Bonds. Section 5. Redemption of Bonds. The Series A Bonds shall be subject to redemption in accordance with the provisions of the Bond Purchase Contract referenced in the Bond Resolution. Section 6. Sale of Series A Bonds. The Series A Bonds shall be sold by negotiated sale using the form of Bond Purchase Contract on file with the district and which form is hereby approved. The Superintendent,Business Manager or other official of the District designated by the Board, is hereby authorized and directed to cause the Bond Purchase Contract to be completed and to be executed the same on behalf of the District; provided, however, that any changes to the Bond Purchase Contract shall not authorize a principal amount of the Series A Bonds in excess of the amount herein provided, and shall not result in an average interest rate on the Series A Bonds in excess of 8% per annum nor an underwriter's discount in excess of 2% of the principal amount of the Series A Bonds. Section 7. Series A Bonds Proceeds Account. Within the building or construction fund of the District held in the treasury of the County, there shall be created a separate account called the "Series A Bonds Proceeds Account". Amounts in said account shall be disbursed for the costs and expenses of the Project, including the costs of issuance of the Series A Bonds. Investment earnings and profits on amounts in the Series A Bonds Proceeds Account shall remain therein and be used for purposes of the Project. Section 8. Private Activity Bond Limitation. The District shall assure that the proceeds of the Series A Bonds are not so used as to cause the Bonds to satisfy the private business tests . of section 141(b) of the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series A Bonds, together with applicable temporary and final regulations promulgated thereunder (the "Tax Code") or the private loan financing test of section 141(c) of the Tax Code. -2- Section 9. Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series A Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Tax Code. Section 10. Rebate Requirement. The District shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings,if any,to the federal government. Section 11. No Arbitrage. The District shall not take, or permit or suffer to be taken, any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds"within the meaning of section 148 of the Tax Code. Section 12. Small Issuer Exemption from Rebate Requirements. In accordance with section 148(f)(4)(C) of the Tax Code, the District represents that it is a governmental unit with general taxing powers; that the Bonds are not private activity bonds as defined in section 141 of the Tax Code; that ninety-five percent (95%) or more of the proceeds of the Bonds are to be used for local governmental activities of the District (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the District),and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds as defined in section 141 of the Tax code) issued or to be issued by the District (including all subordinate entities of the District) during the calendar year 1995 will not exceed $5,000,000, excluding,however, current refunding obligations having a principal amount not in excess of the principal amount of the refunded obligations. Section 13. Small Issuer Exemption from Bank Nondeductibility Restriction. The District hereby designates the Bonds for purposes of paragraph (3) of section 165(b) of the Tax Code and represents that the Bonds do not constitute private activity bonds as defined in section 141 of the Tax Code,and that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under section 103(a) of the Tax Code) from gross income for federal income taxes (other than private activity bonds, as defined in section 141 of the Tax Code, except qualified 501(c)(3) bonds as defined in section 145 of the Tax Code),including the Bonds,has been or shall be issued by the District,including all subordinate entities of the District,during the calendar year 1995. Section 14. Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Series A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Series A Bonds. Section 15. Official Statement. The Board of Trustees hereby approves the Official Statement describing the Series A Bonds, in substantially the form on file with the Clerk of the Board of Trustees,together with any changes therein or additions thereto deemed advisable by the Superintendent, the Business Manager or any other qualified officer of the District (the "Authorized Official"). The Board of Trustees approves and authorizes the distribution by the financial advisor to the District of the Official Statement to prospective purchasers of the Series A Bonds, and authorizes and directs the Authorized Official on behalf of the District to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the financial advisors to the District. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Official or any other qualified officer of the District and -3- A" such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the District. The Authorized Official is authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplemental or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Series A Bonds, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Series A Bonds,and does not, as of the date of delivery of the Series A Bonds, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Authorized Official shall take such further actions prior to the signing of the Official Statement as are deemed necessary and appropriate to verify the accuracy thereof. Section 16. All Other Actions. The Authorized Official is hereby authorized and directed to do any and all things and take any and all actions which may be necessary or advisable in order to consummate the lawful issuance and delivery of the Series A Bonds in accordance with this Resolution and the resolution hereinafter adopted by the Board of Supervisors of County of Contra Costa including the filing of certified copy of this resolution with the Clerk of the Board of Supervisors not later than April 25, 1995. The Authorized Official is further authorized to enter into an agreement with Jones Hall Hill & White, a Professional Law Corporation,to act as bond counsel for these proceedings for the issuance of the Series A Bonds. Section 17. Effect. This Resolution shall take effect immediately. The foregoing resolution was introduced by oardMbet ber ! b. C�ell who moved its adoption, seconded by Board Member a 11, and adopted on April 12, 1995,by the following roll call vote: Member C Yt Ze, Member�P al� C��f Member 0),eco'e-s L- Member6P-'(A' — e Member t' A Se-gT- WHEREUPON, the President declared the above resolution adopted and SO ORDERED, Pre ident, Board of Trustees -4-