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Home My WebLink AboutMINUTES - 06231998 - C135 Quint&Thimmfg LLP 05/14/98 CONMA COSTA COUNTY RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY,CALIFORNIA,PROVIDING FOR AUTHORIZATION OF ISSUANCE AND SALE OF WALNUT CREEK SCHOOL DISTRICT GENERAL OBLIGATION BONDS,1995 ELECTION,SERIES C,IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED$5,000,000 Resolution No. 98/ 7 RESOLVED, by the Board of Supervisors (the "Board") of Contra Costa County, California (the "County"), as follows: WHEREAS, a duly called special municipal election was held in the Walnut Creek. School District, Contra Costa County, California (the "District"), on June 6, 1995, and thereafter canvassed pursuant to law; and WHEREAS, at such election there was submitted to and approved by the requisite two- third (2/3) vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters, in the maximum amount of $21,000,000 (the "Bonds") payable from the levy of an ad valorem tax against the taxable property in the District; and WHEREAS, the Board has heretofore issued and sold Bonds in the name of the District, following receipt of a resolution adopted by the Board of Education of the District, entitled Walnut Creek School District (Contra Costa County, California) GeneralObligation Bonds, Election of 1995, Series A (the "Series A Bonds"), in the aggregate principal amount of $4,500,000, for the purpose of raising funds needed to update classrooms for computer technology and construct, expand, acquire,renovate and upgrade classrooms and other school district facilities (the "Project") and other authorized costs WHEREAS, the Board has also heretofore issued and sold Bonds in the name of the District, following receipt of a resolution adopted by the Board, entitled Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, Election of 1995, Series B (the "Series B Bonds"), in the aggregate principal amount of $6,500,000, for the purpose of raising funds needed for the Project and other authorized costs; WHEREAS, the Board has received a resolution of the Board of Education of the District requesting the issuance of a third series of Bonds in the aggregate principal amount of five million dollars ($5,000,000) (the "Series C Bonds"); and WHEREAS, in its resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue'of Series C Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County, State of California, as follows: Section 1. Purpose of Serifs C BL)nds. That for the purpose of raising money for real property acquisition or improvements, namely: (a) for the purpose of raising funds needed for 23005.01 the Project, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith,the Board hereby authorizes the issuance of the Series C Bonds. Section 2. Official Notice of Sale. The Official Notice of Sale for the Series C Bonds is hereby approved, such notice to be substantially in accordance with the Official Notice of Sale attached hereto as Exhibit A and by this reference incorporated herein (the "Official Notice of Sale"). Said Official Notice of Sale and the Bid Form, attached hereto as Exhibit B and by this reference incorporated herein,are hereby approved. Section 3. Publication of Notice of Intention to Sell Bonds. The Clerk of the Board is hereby authorized and directed to cause to be published, once a week for two (2) successive weeks, the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit C, in a newspaper published and of general circulation in the County. The Clerk of the Board is hereby authorized and directed to cause to be published, once at least fifteen (15) days prior to the date to receive bids,the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit D, in the Bond Buyer. Section 4.Terms an conditionss o_f_Sale. The terms and conditionsof the offering and the sale of the Series C Bonds shall be as specified in said Official Notice of Sale. Section 5. Furnishing g of Official Notice o€ ale.The Clerk of the District and the financial advisor to the District, Kelling, Northcross & Nobriga (the "Financial Advisor"), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale(including the Bid Form). Section 6. G n.ral Authorization. The Treasurer-Tax Collector of the County or his designee (the "Treasurer-Tax Collector") is hereby authorized and directed to open the bids at the time and place specified in said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest total true interest cost as provided in said Official;Notice of Sale, and to award the sale of the Series C Bonds to the best bidder within twenty-six (26) hours following the time set for receipt of bids. Notwithstanding the foregoing sentence,however, in the event that no acceptable bids are received for the sale of the Series C Bonds, then the Treasurer-Tax Collector is authorized to proceed with the negotiated sale of the Series C Bonds upon such terms and conditions as the Treasurer-Tax Collector shall deem advisable. Section 7, Series C Bond Terms. The Series C Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of$5,000 each or any integral multiple thereof, and shall be dated August 1, 1998. The Series C Bonds shall bear interest from the date of the Series C Bands to maturity of each of the Series C Bonds at a rate or rates not in excess of twelve percent (12%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 1999, until the principal amount has been paid or provided for. Each Series C Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date,or (b) it is authenticated on or before January 15, 1999, in which event it shall;bear interest from August 1, 1998. The Series C Bonds shall mature (or, alternatively,be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts as shown below: -2- Maturity Principal Maturity Principal (Au-ust 11 Amount (August 1) A M o t 1999 $ 40,000 2011 $225,000 2000 170,000 2012 235,000 2001 10,000 2013 245,000 2002 25,000 2014 255,000 2003 55,000 2015 270,000 2004 90,000 2015 280,000 2005 125,000 2017 295,000 2006 160,000 2018 310,000 2007 185,000 2019 325,000 2008 195,000 2020 345,000 2009 205,000 2021 360,000 2010 215,000 2022 380,000 Section 8. Ree tion!2f Series C Bonds. (a) Optional Redemption. The Series C Bonds maturing on or before August 1,2007,shall not be subject to redemption prior to their respective stated maturities. The Series C Bonds maturing on or after August 1, 2008, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2007, at a redemption price equal to the principal amount thereof together,with accrued interest thereon to the date fixed for redemption,without premium. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series C Bonds, any maturity of Series C Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid and in the respective principal amounts as set forth in Section 7, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed(without premium),together with interest accrued thereon to the date fixed for redemption.If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of$5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent(as defined in Section 10 hereof). (c) Selection of Bonds for Redemption. If less than all of the Series C Bands shall be called for redemption,the particular Series C Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and,in lieu of such direction,in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Series C Bonds for redemption by lot; provided, however, that the portion of any Series C Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Series C Bonds for redemption, the Paying Agent shall treat each Series C Bond as representing that number of Series C Bonds which is obtained by dividing the principal amount of such Series C Bond by five thousand dollars ($5,000). (d) Notice of Redemption. The Paying Agent shall give notice of the redemption of the Series C Bonds at the expense of the District. Such notice shall specify: (a) that the Series C Bonds or a designated portion thereof are to be redeemed, (b)the numbers and CUSIP numbers of the Series C Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series C 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 -3- Series C Bond to be redeemed, the portion of the principal amount of such Series C 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 registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series C Bonds, or if the registered owner is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices, and by first class mail, postage prepaid, to the District and County and the respective owners of any registered Series C Bonds designated for redemption', at their addresses appearing on the Bond registration books, in every case at least thirty (30) days, but not more than sixty (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 C Bonds. (e) Partial Redemption of Bonds. Upon the surrender of any Series C Bond redeemed in part only, the Paying Agent shall execute and deliver to the registered owner thereof a new Bond or Bonds of like tenor and maturity and of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Series C Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such registered owner, the County, the Paying Agent and the District shall be released and discharged thereupon from all liability to the extent of such payment. (f) Effect of Redemption. Notice having been given as aforesaid, and the moneys for the redemption (including the interest to the applicable date of redemption) having been set aside with the County for such purpose, the Series C Bonds to be redeemed shall become due and payable on such date of redemption. If on such redemption date, money for the redemption of all the Series C Bonds to be redeemed as provided in this Section 8, together with interest to such redemption date,shall be held by the Treasurer-Tax Collector so as to be available therefor on such redemption date,and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series C Bonds to be redeemed shall cease to accrue and become payable. All money held by or on behalf of the Treasurer-Tax Collector for the redemption of Series C Bonds shall be held in trust for the account of the registered owners of the Series C Bonds so to be redeemed. All Series C Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 8 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District. All or any portion of a Series C Bond purchased by the County or the District shall be canceled by the Paying Agent. Series C Bands (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this Resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Paying Agent, in form satisfactory to it, and sufficient moneys shall be held by the Treasurer-Tax Collector irrevocably in trust for the payment of the redemption price of such Bonds or portions thereof,all as provided in this Resolution, then such Series C Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. Section 9. Eycgution of Bonds. The Series C Bonds shall be signed;by the manual or facsimile signatures of the Chair of the Board of Supervisors, the Clerk of the Board and the Treasurer-Tax Collector, and the seal of the County shall be reproduced thereon. No Series C Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit -4- under this Resolution unless and until the certificate of authentication printed on the Series C Bond is signed by the Paying Agent as authenticating agent, that the Series C Bond as authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. Section 10.Ap oopointmcnt of Paying AQP,tit. The Board hereby appoints U.S. Bank Trust National Association,Los Angeles,California,to act as the authenticating agent,bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series C Bonds. All fees and expenses incurred for services of the Paying Agent shall be the soleresponsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Treasurer-Tax Collector and signed by the District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer-Tax Collector,which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any Mate of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the Treasurer-Tax Collector, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor,to the Treasurer-Tax Collector. In the event that for any reason there shall be a vacancy in the office of the Paying Agent, the Treasurer-Tax Collector shall act as the Paying Agent. The County shall promptly cause to be published at District expense in an Authorized Newspaper the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 11. Pay nt of Pringinal, and Interest. The principal of and interest on the Series C Bonds shall be payable in lawful money of the United States of America'without deduction for the services of the Paying Agent. Principal shall be payable when due upon presentation and surrender of the Series C Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series C Bond shall be paid on each Interest Payment Date by check or draft mailed by first class mail to the person in whose name the Series C Bond was registered, and to that person's address appearing on the Bond Register (as defined in Section 12 below) at the dose of business on the 15th day of the calendar month next preceding such Interest Payment Date (a "Record Date"). Section 12.Bond Registration_and'bran.. ffer.If the book entry system is no longer in effect as provided in Section 14, the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series C Bonds as provided in this Section (the `Bond Register"). while such book entry system is in effect, such books need not be kept, as the Series C Bonds will be represented by one Bond for each maturity registered in the name of Cede&Co.,as nominee for DTC. Subject to the provisions of Section 11 above,the person in whose name a Series C Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series C Bond shall be made only to or upon the order of that person,;neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary, but the registration may changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series C Bonds, including interest, to the extent of the amount or amounts so paid. Any Series C Bond may be exchanged for Series C Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Series C Bonds, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 12,by the person in whose name it is registered,in person or by his duly authorized attorney,upon surrender of such Bond for cancellation at the office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series C Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series C Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the,applicable notice of redemption is given, or (b) to transfer any Series C Bonds which have been selected or called for redemption in whole or in part. Section 13. Form Qf Bond. The Series C Bonds shall be in substantially the form set forth in Exhibit E attached hereto and incorporated herein, allowing those officials executing the Series C Bonds to make the insertions and deletions necessary to conform the Series C Bonds to this Resolution and the winning bid for the Series C Bonds. Section 14. Book .ntry System. Except as provided below, the owner of all of the Series C Bonds shall be The Depository Trust Company, New York, New York ("DTC"), and the Series C Bonds shall be registered in the name of Cede&Co., as nominee for DTC.The Series C Bonds shall be initially executed and delivered in the form of a single fully;registered Series C Bond for each maturity date of the Series C Bonds in the full aggregate principal amount of the Series C Bonds maturing on such date.The County,the Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series C Bonds registered in its name for all purposes of this Resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Series C Bonds under or through DTC or a Participant, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any;Participant of any amount in respect of the principal or interest with respect to the Series C Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series C Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series C Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a 'aeries C Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in -6- place of Cede &Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series C Bonds and delivers a written certificate to DTC and the County to that effect, DTC shall notify the Participants of the availability through DTC of Series C Bonds. In such event, the County shall issue, transfer and exchange Series C Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series C Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series C Bonds as described in this Resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series C Bonds evidencing the Series C Bonds to any DTC Participant having Series C Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series C Bonds. Notwithstanding any other provision of this Resolution to the contrary, so long as any Series C Bond is registered in the name of Cede & Co., as nominee of DTC; all payments with respect to the principal and interest with respect to such Series C Bond and all notices with respect to such Series C Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series C Bonds. Section. 15. Establishment of Funds and Accounts: D iv ry- of Series C Bonds, Disposition of Prgcee s of the Series C ljonc s. (a) Establishment of Funds and Accounts. (i) Building Fund. A fund, to be known as the "Walnut Creek School District, General Obligation Bonds, Election of 1995 Building :Fund" (the "Building Fund"), has heretofore been created and established within the County Treasury.Moneys deposited therein shall be used solely for the purpose for which the Series C Bonds are being issued and shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. (ii)Interest,and Sinking Fund.A fund,to be known as the "Walnut Creek School District, General Obligation Bonds, 1995 Election, Series C, Interest and Sinking Fund" (the "Interest and Sinking Fund"), is hereby created and established within the County Treasury,which fund shall be accounted for separate and distinct from all other District and County funds. Moneys deposited therein shall be used only for payment of principal and interest on the Series C Bonds. Any excess proceeds of the Series C Bonds not needed for the authorized purposes set forth herein for which the Series C Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal and interest on the Series C Bonds at the direction of the District. If, after payment in full of the Series C Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 15, any excess proceeds of the Series C Bonds not needed for the authorized purposes set forth herein for which the Series C Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not limited to the requirements of federal tax law (if any) relating to the yield at which;such proceeds are permitted to be invested. -7- .......... ..................... ....................... (iii) Costs of Issuance Fund. There is hereby created the "Walnut Creek School District,General Obligation Bonds, 1995 Election, Series C, Costs of Issuance Fund" (the "Costs of Issuance Fund"),which shall be held and maintained by the Paying Agent as a separate fund, distinct from all other funds of the District. Amounts on deposit in the Costs of Issuance Fund shall be disbursed for the purpose of paying all items of expense directly or indirectly reimbursable to the District relating to the issuance,execution and delivery of the Series C Bonds including, but not limited to, filing and recording costs, settlement costs, printing costs, reproduction and binding costs, legal fees and charges, fees and expenses of the Paying Agent, financial and other professional consultant fees, costs of obtaining credit ratings, fees for execution, transportation and safekeeping of the Series C Bonds and charges and fees in connection with the foregoing ("Costs of Issuance"). Payment of the Costs of Issuance shall be made only upon the receipt by the Paying Agent of a written request of the District. Moneys on deposit in the Costs of Issuance Fund shall be invested in money market mutual funds which are rated by Standard &Poor's Ratings Services in one of its two highest rating categories, including funds for which the Paying Agent, its affiliates or subsidiaries provide investment, advisory or other management or administrative services. Interest and earnings derived from the investment of amounts on deposit in the Costs of Issuance Fund shall be retained therein until the Costs of Issuance Fund is dosed. On February 1, 1999, all amounts remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the Paying Agent and transferred to the Treasurer-Tax Collector of the County,for deposit in the Building Fund and the Costs of Issuance Fund shall be closed. (b) Delivery of Series C Bonds. The proper officials of the District shall cause the Series C Bonds to be prepared and, following their sale, shall have the Series C Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series C Bonds, to the original purchaser upon payment of the purchase price in funds which are immediately available to the Paying Agent (c) Disposition of Proceeds of the Series C Bonds. On the date of delivery of the Series C Bonds (the "Closing Date"), the proceeds of sale of the Series C Bonds shall be paid by the original purchaser to the Paying Agent. The Paying Agent shall deposit or transfer all of such amounts as follows: (i) The Paying Agent shall transfer to the Treasurer-Tax Collector of the County, for deposit in the Interest and Sinking Fund,an amount equal to the accrued interest on the Series C Bonds paid by the original purchaser; (ii)The Paying Agent shall deposit in the Costs of Issuance Fund the proceeds of the Series C Bonds, required to pay the Costs of Issuance (as shall be designated by the District on or prior to the Closing Date); and (iii)The Paying Agent shall transfer the remaining proceeds of the Series C Bonds to the Treasurer-Tax Collector of the County for deposit in the Building Fund. (d) Unclaimed Moneys. Any money held in any fund or account created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Series C Bonds remaining unclaimed for two years after the principal of all of the Series C Bonds has become due and payable (whether by maturity or upon prior redemption),shall be transferred to the Interest and Sinking Fund for the payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding,said moneys shall be transferred to the general fund of the District as provided and permitted by law. -8- Section 16.Source of PayMent. There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series C Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series C Bonds when due,which moneys when collected will be placed in the Interest and Sinking Fund of the District,which fund is irrevocably pledged for the payment of the principal of and interest on the Series C Bonds when and as the same fall due. The moneys in the Interest and Sinking Fund, to the extent necessary to pay the principal of and interest on the Series C Bonds as the same become due and payable,shall be transferred by the County to,the Paying agent,as paying agent for the Series C Bonds, as necessary to pay the principal of and interest on the Series C Bonds. Section 17. Necessary Acts and Conditions. This Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the issuing of the Series C Bonds in order to make them legal,valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series C Bonds have been 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 principal of and interest on the Series C Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series C Bands. Section 18. A121rova�o£ 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 C Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers,officials and staff are hereby ratified, confirmed and approved. Section 19. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Series C Bands or in any other document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Series C Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 16 hereof. Section 20. Certified Cop to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of Contra Costa County. Section 21, ffeclive Date. This Resolution shall take effect immediately upon its passage. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Beard of Supervisors of Contra Costa County held on the 23rd day of June, 1998, by the following vote: AYES: Supervisors Uilkema, .Cerber, DeSaulnier;:.Canr,iamilla and Rogers NOES: None ABSENT: None ABSTAIN: Nene Ch ,Board Supervisors ATTEST: Phil Batchelor,Clerk of the Board of Supervisors and County .Administrator By -lo- EXHIBIT A FORM OF NOTICE OF SALE OFFICIAL NOTICE OF SALE $5,000,000 WALNUT CREED SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS 1995 ELECTION,SERIES C NOTICE IS HEREBY GIVEN that sealed or telecopied bid proposals for the purchase of $5,000,000 aggregate principal amount of Walnut Creek School District (Centra Costa County, California)General Obligation Bonds, 1995 Election,Series C (the "Bonds") will be received by the Treasurer-Tax Collector of Contra Costa County (the "Treasurer-Tax Collector") at the place and up to the time below specified: TIME: Tuesday,August 5, 1998, at 9:30 A.M. (Pacific Time). PLACE: Office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California. SUBMISSION OF BIDS- Bids may be delivered (for receipt not later than the time set forth above) to Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, Attention: Walnut Creek School District GO Bond Bid Opening. All bids must be accompanied by a good faith deposit as more fully described below under the caption "BID CHECK". Telecopied bid proposals should be transmitted to (510) 208-8282. THERE IS NO GUARANTEE THAT THE TELECOPIER WILL BE AVAILABLE TO RECEIVE BIDS PRIOR TO OR AT 9:30 A.M., PACIFIC TIME, ON THE DA'Z'E LISTED ABOVE. TELECOPIED BIDS ARE MADE AT THE RISK OF THE BIDDER. ISSUE; BOOK ENTRY: $5,000,000 consisting of fully registered Bonds, without coupons. The Bonds will be dated August 1, 1998, and will be issued in minimum denominations of $5,000. The Bonds will be issued in a book entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company, New York,New York ("DTC"),will act as depository for the Bonds which will be immobilized in its custody..The Bonds will be registered in the name of Cede&Co., as nominee for DTC,on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds. MATURITIES: The Bonds will mature, or be subject to mandatory sinking fund redemption, on August 1 in each of the years and in the amounts, as set forth in the following table. Each bidder is required to specify in its hid whether,for any particular year, the Bonds will mature or,alternately, be subject to mandatory sinking fund redemption in such year: Exhibit A Page 1 Maturity Principal Maturity Principal AAugu W -Amount unt " u` 1 AM—Otmt 1599 $ 40,000 2011 $225,000 2000 170,000 2012 235,000 2001 10,000 2013 245,000 2002 25,000 2014 255,000 2003 55,000 2015 270,000 2004 90,000 2016 280,000 2005 125,000 2017 295,000 2006 160,000 2018 310,000 2007 185,000 2019 325,000 2008 195,000 2020 345,000 2009 2015,000 2021 360,000 2010 215,000 2022 380,000 INTEREST: The Bonds shall bear interest,calculated on a 307/360 day basis, at a rate or rates to be fixed upon the sale thereof but not to exceed 12°lam per annum, payable semiannually on each August 1 and August 1,commencing August 1, 1999. PAYMENT: Principal of the Bonds will be payable upon surrender at U.S. Bank Trust National Association, Los Angeles,California (the "Paying Agent"). Interest on the Bonds will be payable by check or draft mailed by first class mail to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. REGISTRATION:The Bonds will be issued as fully registered Bonds as to both principal and interest. The Bands will be issued in the book-entry system of The Depository Trust Company of New York ("DTC"), and the ownership of the Bonds will be registered to the nominee of DTC. OPTIONAL REDEMPTION: The Bonds maturing on or before August 1, 2007, are not subject to redemption prior to their respective stated maturities.The Bonds maturing on or after August 1, 2008, are subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on and after August 1, 2007, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without premium. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and, in lieu of such direction, in inverse order of their maturity. Within a maturity, the Paying Agent shall select,the Bonds for redemption by lot;provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,0070) or some integral multiple thereat and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000). SINKINGFUND REDEMPTION: Any bidder may, at its option, specify that one or more maturities of the Bonds will consist of term Bonds which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof,as designated in the bid of such bidder. In the event that the bid of the successful bidder specifies that any maturity of'Bonds will be term Bonds, such term Bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, in the respective amounts for such years as forth above under the heading "MATURITIES," at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date,without premium. Exhibit A Page 2 SECURITY:The Bonds are general obligations of the Walnut Creek School District.The Board of Supervisors of Contra Costa County has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation (except for certain classes of personal property.) MUNICIPAL BOND INSURANCE; BIDDER'S OPTION: The District has applied to certain bond insurance companies for a commitment to issue a policy insuring the payment when due of principal of and interest on the Bonds. In the event such a commitment is obtained prior to the sale date, such information will be made available to bidders by such bond insurance companies. In the event the District obtains a commitment for municipal bond insurance, each bidder shall have the option to elect whether such insurance will be issued. In the event that the winning bidder elects to obtain any policy of municipal bond insurance, the premium for such insurance and the costs of any related ratings will be paid by the bidder,and neither the County nor the District will have any responsibility for payment of such premium and costs. TERMS OF SALE INTEREST RATE: No rate of interest may be bid which exceeds 12% per annum. Each rate bid must be a multiple of one-twentieth of one percent (1/20%) or one-eighth of one percent (1/8%). No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than 3%higher than the interest rate on any other maturity or group of maturities. AWARD; FORM OF BID: All bids must be for not less than all of the Bonds hereby offered for sale.Each bid shall state that the bidder offers par and accrued interest to the date of delivery, the premium, if any, and the rate or rates not to exceed those specified herein, at which the bidderoffers to buy said Bonds. The purchase price of the Bonds must be paid in funds which are immediately available to the County. Each bidder shall state in his bid the total true interest cost in dollars, which shall be considered informative only and not a part of the bid. Each bid, together with the bid check described below,must be in a sealed envelope,clearly marked "Proposal for Walnut Creek School District General Obligation Bonds", or must be telecopied to (510) 208-8282. THELE IS NO GUARANTEE THAT THE TELECOPIER WILL BE AVAILABLE TO RECEIVE BIDS PRIOR TO OR AT 9:30 A.M., PACIFIC TIME, ON THE DATE LISTED ABOVE. TELECOPIED BIDS ARE MADE AT THE RISK IOF THE BIDDER. Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on,or in substantial accordance with, the Bid Form attached hereto. BEST BIDDER:The Bonds will be awarded to the responsible bidder or bidders offering to purchase the Bonds at the lowest true interest cost to the District. The true interest cost of each bid will be determined on the basis of the present value of the aggregate future semiannual payments resulting from the interest rates specified by the bidder. The present value will be calculated to the dated date of the Bonds (August 1, 1998) and will be based on the proposed bid amount(par value plus any premium),excluding the accrued interest from the dated date to the date of delivery of the Bonds. For the purpose of making such determination, it shall be assumed that any Bond',designated as term bonds by the bidder shall be deemed to be payable on the dates and in the amounts as shown under the section entitled "MATURITIES" herein. Each bidder is requested,but not required,to state in his bid the percentage true interest cost to the District,which shall be considered as informative only and shall not be binding on either the bidder or the District. The determination of the best bid by the District's financial advisor shall Exhibit A Page 3 be binding and conclusive on all bidders.The purchaser must pay accrued interest from the date of the Bonds to the date of delivery computed on a thirty (30) day month, 360-day year basis. RIGHT OF CANCELLATION OF SALE BY DISTRICT:The District reserves the right,in its sole discretion, at any time to cancel the public sale of the Bonds. In such event, the District shall cause notice of cancellation of this invitation for bids and the public!sale of the Bonds to be communicated through Munifacts News Service as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bands. RIGHT TO MODIFY OR AMEND:The District reserves the right,in its sole discretion, to modify or amend this official Notice of Sale including,but not limited to, the right to adjust and change the principal amount and principal amortization schedule of the Bonds being offered, however, such modifications or amendments shall be made not later than 9:00 A.M., California time, on the business day prior to the bid opening and communicated through Munifacts News Service. RIGHT OF POSTPONEMENT BY DISTRICT:The District reserves the right,in its sole discretion, to postpone, from time to time, the date established for the receipt of bids. Any such postponement will be communicated through Munifacts News Service not later than 9:00 A.M., California time,on the business day prior to any announced date for receipt of bids. If any date is postponed, any alternative sale date will be announced via Munifacts News Service at least 24 hours prior to such alternative sale date. On any such alternative sale date, any bidder may submit a sealed bid for the purchase of the Bonds in conformity in all respects with the provisions of this Official Notice of Sale, except for the date of sale and except for the changes announced by Munifacts News Service at the time the sale date and time are:.announced. RIGHT OF REJECTION: The District reserves the right, in its solediscretion, to reject any and all bids and to waive any irregularity or informality in any bid except that no bids will be accepted later than 9:00 A.M. on the date set for receipt of bids. PROMPT AWARD: Pursuant to authority granted by the Board of Supervisors, the Treasurer-Tax Collector will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of proposals; provided, that the award may be made after the expiration of the specified time if the bidder 'shall not have given to said Board notice in writing of the withdrawal of such proposal. PLACE OF DELIVERY; CANCELLATION FOR LATE DELIVERY: It is expected that said Bonds will be delivered to DTC for the account of the successful bidder within twenty (20) days from the date of sale thereof. The successful bidder shall have the right, at his option, to cancel its obligation to purchase the Bonds if the Bonds are not tendered for delivery within sixty (60) days from the date of the sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. BID CHECK: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $50,000 payable to the Girder of the Contra Costa County Treasurer-Tax Collector, is required for each bid to be considered. If a check is used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the County prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then such bidder must submit its Deposit to the County in the form of a cashier's check (or wire transfer such amount as Exhibit A Page 4 instructed by the County or such financial advisor)not later than 12:30 P.M. California time on the next business dayfollowing the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The amount of the Deposit will be applied as a credit towards the payment of the purchase price by the successful bidder. If after the award of the Bonds, the successful bidder fails to complete its purchase on the terms stated in its proposal, the full amount of the good faith deposit will be retained by the County. CHANGE IN TAX EXEMPT STATUS: At any time before the Bonds are tendered for delivery,the successful bidder may disaffirm and withdraw his proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable 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 declared taxable, or be requited to be taken into account in computing federal income taxes (except alternative minimum taxes and environmental taxes payable by corporations) by any federal income tax law enacted subsequent to the date of this notice. QUALIFICATION FOR INSURANCE:If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs, including rating agency fees, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal to purchase the Bonds. CLOSING PAPERS; BOND PRINTING: Each proposal will be understood to be conditioned upon the District furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Bonds, the following closing papers, each dated the date of delivery: (a) The opinion of Quint & Thimmig LLP, Bond Counsel, approving the validity of the Bonds and stating that,subject to certain qualifications, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings, the Bonds are "qualified tax- exempt obligations" within the meaning of section 265(b)(3) of the Code, and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction is allowed;for 80 percent of that portion of such financial institutions" interest expense allocable to interest payable on the Bonds interest on the Bonds, and is exempt from State of California personal income taxes, a copy of which opinion (certified by the official in whose office the original is filed)will be delivered with each Bond without cost to the purchaser; (b) A certificate of the District certifying 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 Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds; (c) A certificate of the County, signed by officers and representatives of the County, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature,and that they were respectively duly authorized to execute the same; (d) The receipt of the Treasurer-Tax Collector evidencing the receipt of the purchase price of the Bonds, including interest accrued to the date of delivery thereof; Exhibit A Page 5 (e) A certificate of the District, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds;and (f) A certificate of the District, signed by an officer of the District,!acting in his official capacity, to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds,the Official Statement relating to the Bonds didnot contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made,not misleading. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept'delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid by the successful bidder. CERTIFICATION OF REOFFERING PRICE:The successful bidder shall be required,as a condition to the issuance of the Bonds, to deliver to the District a certificate, in form and substance satisfactory to Bond Counsel, stating (i) that, as of the date of award, the Bonds were expected to be reoffered in a bona fide public offering,(ii)the initial offering price at which a substantial amount (at least 10%) of each maturity of the Bonds were sold to the public, and (iii) that no Bonds of a'single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION:The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission when due. DTC FEES: All fees due DTC with respect to these Bonds shall be paid by the successful bidder or bidders. OFFICIAL STATEMENT: The District has caused to be prepared a Preliminary Official Statement describing the Bonds in a form deemed final by the District within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1354, as amended,except for certain information which is permitted under said Mule 15c2-12 to be omitted from the Preliminary Official Statement. A copy of the Preliminary Official Statement will be furnished upon request to Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000,'Oakland, CA 94612, telephone (510) 839-8200. The District will furnish to the successful bidder within seven business days following the date of award, at no charge,not in excess of two hundred (200) copies of the Official Statement for use in connection with any resale of the Bonds. DISCLOSURE CERTIFICATE:The District will deliver to the purchaser of the Bonds a certificate of an official of the District, dated the date of Bond delivery, stating that as of the date thereof, to the best'of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to mare the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. Exhibit A Page 6 CONTINUING DISCLOSURE: In order to assist bidders in complying with S.E.C. Rule 15c2-12(b)(5),the District will undertake,pursuant to the resolution authorizing issuance of the Bonds and a Continuing Disclosure Agreement,to provide annual reports and notices of certain events. A description of this undertaking is set forth in the preliminary Official Statement and will also be set forth in the final Official Statement. Dated: July 24, 1998 Exhibit A Page 7 FAHIBIT B FORM OF BID FORM BILI FOR THE PURCHASE OF $5,000,000 WALNUT CREEK SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS 1995 ELECTION,SERIES C Honorable Berard of Supervisors of are made a part hereof as fully as though set forth in Contra Costa County full in this proposal. c/o Kelling Northcross&Nobriga 1333 Broaway, Suite 1000 This proposal is subject to acceptance by the Oakland,CA 94612 Treasurer-Tax Collector of Contra Costa County within twenty-six (26) hours after the expiration of Ladies and Gentlemen: the time for the receipt of proposals, as specified in said Official Notice oFSale. We offer to purchase WALNUT CREEK SCHOOL DISTRICT (Contra Costa County, If this bid is secured b a Financial Surety Bond California) GENERAL OBLIGATION BONDS 1995 (as defined in the Official Notice of Sale), we certify ELECTION,SERIES C(the"Bonds"),in the amount of that evidence thereof has heretofore been provided to $5,000,000,in denominations of$5,000 or any integral Kelling Northcross&Nobriga,as financial advisor to multiple thereof,and maturing and bearing interest as the District. If this bid is not secured by a Financial follows: Surety Bond,there is enclosed herewith a certified or cashier's check for$50,000 ayable to the order of the Sinking Treasurer-Tax Collector of Contra Costa County. Maturity Principal Serial Fund Interest (Aug.1) Am= Matures Rate We hereby request that - (not to exceed 200) check one printed copies of the Official Statement pertaining to 1999 ----% the Bonds be furnished us in accordance with the terms 2000 -__- of said Official Notice of Sale. 2001 ----- The followins is included as requested by the 2002 ----- Official Notice of Sale but does not constitute any part 2003 ----- of the foregoing proposal: 2004 --_- 2005 -_-- Gross Interest Cost $________________ 2006 ---- 2007 -_-- True Interest Cost --..,_._._-----_----% 2008 2009 --_- Authorized Signature(s): 2010 2011 ---- 2012 --_- Name of Firm 2013 _-_- By- 2014 y2014 --_- Telephone Number: 2015 -___ Fax Number. 2016 ---_ Address: 2017 -__- 2018 --_- 2019 -__- 2020 -_-- 2021 ____ Name,telephone number and fax number of Bidder's -_- 2022 representative to be contacted regarding closing procedures: We will pay therefor the principal amount thereof,plus a ren-uum of$ ,plus Name: interest accrued on the Bonds from August 1,199$,to Telephone Number: the date of delivery.The purchase price will be paid in Fax Number: funds which are immediately available to the County. This proposal is made subject to all the terms and conditions of the Official Notice of Sale for said Bonds dated July 24,1998,all of which terms and conditions Exhibit B Page 1 EXHIBIT C FORM OF NOTICE OF INTENTION TO SELL BONDS (Contra Costa Times) NOTICE OF INTENTION TO SELL BONDS $5,000,000 WALNUT CREEK.SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS 1995 ELECTION,SERIES C NOTICE IS HEREBY GIVEN, pursuant to section 15146 of the California Education Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of $5,000,000 aggregate principal amount of Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, 1995 Election, Series C (the "Bonds"). Bids will be received on WEDNESDAY,AUGUST 5,1998 at 9:30 A.M., at the office of Kelling, Northeross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, and the sale will be awarded by the Treasurer-Tax Collector of Contra Costa County within 26 hours after the expiration of the time prescribed for the receipt of bids. The sale of the Bonds will be conducted upon the terms and conditions set forth in the Official Notice of Sale for the Bonds. Such Official Notice of Sale and the Preliminary Official Statement describing the Bonds will be distributed to prospective bidders by the financial advisor to the District, Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 834-8200. Bids will be entertained only from bidders to whom such Official Notice of Sale and Preliminary Official Statement have been distributed. Dated: July 17, 1998 TO BE PUBLISHED IN THE CONTRA COSTA TIMES ON JULY 17, 1998,AND JULY 24, 1998,TO BE ARRANGED BY QUINT AND THIMMIG LLP] Exhibit C Page 1 EXHIBIT D FORM OF NOTICE OF INTENTION TO SELL BONDS (Bond Buyer) NOTICE OF INTENTION TO SELL BONDS $5,000,000 WALNUT CREEK:SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS 1995 ELECTION,SERIES C NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code, that the Board of Supervisors of Contra Costa County, California, invites bids for the purchase of $5,000,000 aggregate principal amount of Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, 1995 Election, Series C (the "Bonds"). Bids will be received on WEDNESDAY,AUGUST 5,1998 at 9;30 A.M., at the office of Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, California, and the sale will be awarded by the Treasurer-Tax Collector of Contra Costa County within 26 hours after the expiration of the time prescribed for the receipt of bids. The sale of the Bonds will be conducted upon the terms and conditions set forth in the Official Notice of Sale for the Bands.Such Official Notice of Sale and the Preliminary Official Statement describing the Bonds will be distributed to prospective bidders by the financial advisor to the District, Kelling, Northcross & Nobriga, 2333 Broadway, Suite 1000, Oakland, CA 94612, telephone (510) 839-8200. Bids will be entertained only from bidders to whom such Official Notice of Sale and Preliminary Official Statement have been distributed. Dated: July 17, 1998 TO BE PUBLISHED IN THE BOND BUYER ON JULY 17, 1998,TO BE ARRANGED BY QUINT AND THIMMIG LLP] Exhibit D Page 1 ..................... ................ EXHIBIT E FORM OF SERIES C BONDS WALNUT CREEK SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS 1995 ELECTION,SERIES C INTEREST RATE MATURITY DATE DATED AS,OF CUSIP per annum.1- _AuE St 1, August 1, 1998 1 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The Walnut Creek School District (the "District") in Contra Costa County, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or provided for at the Interest Rate stated above, such interest to be paid on February 1 and August I of each year(the "Interest Payment Dates"),commencing February 1, 1999.This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it Ishall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 1999, in which event it shall bear interest from August 1, 1998. Principal,interest and redemption premium(if any) are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond is registered(the "Registered Owner") on the Register maintained by U.S. Bank Trust National Association, Los Angeles, California (the "Paying Agent"). Principal and any redemption premium is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent Interest is payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the registered owner of this Bond by first-class mail at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date(the "Record Date"). This Bond is one of a series of$5,000,000 of Bonds issued purpose of raising money for real property acquisition or improvements,namely: (a) for the purpose of raising funds needed to provide adequate classroom space and rehabilitate and expand existing schools,by financing repairs, Improvements and renovations of buildings and grounds, including classrooms and libraries, make safety and seismic upgrades, provide access to technology and for other purposes as authorized',by the California Education Code, and (b) to pay all necessary legal, financial,engineering and contingent costs in connection therewith,the Board hereby authorizes the issuance of the Series C Bonds, and the requisite two-thirds vote of the electors of the District cast at a special election held on June 6, 1995, upon the question of issuing Bonds in the amount of$21,000,000, and pursuant to the resolution of the Board of Education of the District adopted on June 15, 1998 (the "District Resolution") and the resolution of the County Board of Exhibit E Page 1 Supervisors adopted on June 23, 1998 (the "Band Resolution"). This Bond and the issue of which this Bond is a part are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of$5,000 or any integral multiple thereof.This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereofto the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond. Resolution. Any tax or governmental charges shall be paid by the transferor. The District,' the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes,and neither the District,the County nor the Paying Agent shall be affected by any notice to the contrary. The Bonds maturing on or before August 1, 2007, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after August 1 2008,are subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on and after August 1, 2007, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, without premium. [If applicable:] The Bonds maturing on August 1, 20_ (the "Terex►. Bonds") are also subject to mandatory sinking fund redemption on August 1 in the years,and: in the amounts,as set forth in the following table, at a redemption price equal to one hundred percent (1001/0) of the principal amount thereof to be redeemed (without premium),together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to the preceding paragraph,the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of$5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Redemption Date Principal August 1 Amo n If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bands or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by $5,000. If less than all of the Bonds shall be called for redemption; the particular Bands or portions thereof to be redeemed shall be called in the inverse order of their maturities,unless otherwise directed by the District. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be Exhibit E Page 2 redeemed, (b) the numbers and CUSIP numbers of the Bands to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e)descriptive information regarding the Bonds including the dated date,interest rate and stated maturity date. Such notice shall further state that on the specified date these shall become due and payable upon each Bond to be redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the 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 registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Bonds, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a rational information service that disseminates securities redemption notices and,by first class mail, postage prepaid, to the District, the County and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration boobs, in every case at least 30 days, but not more than 6 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 Bonds. Neither the District, the County nor the Paying Agent will be required. (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding'either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given,or (b) to transfer any Bond which has been selected or called for redemption in whole or in part Reference is made to the Bond Resolution for a more complete description of the provisions,among others,with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist,to be performed or to have been met precedent to and in the issuing of the Bonds'in order to make them legal,valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due,and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. THE BONDS HAVE BEEN DESIGNATED BY THE DISTRICT AS -QUALIFIED TAX- EXEMPT OBLIGATIONS WITHIN THE MEANING OF SECTION 265(b)(3) OF THE IN'T'ERNAL REVENUE CODE OF 1986. Exhibit E Page 3 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. IN WITNESS WHEREOF, the Walnut Creek School District, Contra Costa County, California, has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chair of the Board of Supervisors of Contra Costa County, the Clerk of said Board of Supervisors and the Treasurer-Tax Collector of Contra Costa County, and has caused the seal of the County to be affixed hereon, all as of the date stated above. [SEAL] CONTRA COSTA COUNTY By Chair of the Board of Supervisors By Clerk of the Board of Supervisors By Treasurer-Tax Collector CERTIFICATE OF AUTHENTICATION This Bond is one of the Bands described in the Bond Resolution referred to herein. Date of Authentication. U.S. BANK TRUST NATIONAL ASSOCIATION, as Paying Agent By Authorized Signatory Exhibit E Page 4 FORM OF ASSIGNMENT For value received,the undersigned do(es)hereby sell,assign and transfer unto (Marne,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 Paying Agent,with full power of substitution in the premises. Dated: _ Signature Guaranteed: NOTICE:Signature(s)must be guaranteed by an eligible NOTICE: The signature(s) on this Assignment must guarantor. 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 E Page 5 �W D WALNUT CREEK JUN 1998 SCHOOL DISTRICT � 960 Ygnado Valley Road June 16, 1998 Walnut Creek,CA 94596 925/944-6850 Fax 925/944-1768 GOVERNING BOARD Brian D. Quint Jeannie C. Langon, President Quint& Thimmig LLP Sara C.Newell,Clerk Arthur M.Clarke 100 Pine Street, Suite 2525 Ann Clementi Flynn San Francisco, CA 94111 Dan B.Walden Laura Lockwood sUPERI �M Dir. Capital Facilities&Debt Management MichaelDe Sa Contra Costa County 651 Pine Street, 11"'Floor Martinez, CA 94553 sc1ools Dena Vista Elementary Ann Cervelli, Clerk 2355 San Juan Avenue Walnut Creek,CA 94596 Board of Supervisors 925/944.-6822 Contra Costa County Fax 925/934^8907 651 Pine Street,Room 106 Indian Valley Elementary Martinez, CA 94553 551 Marshall Drive Walnut Creek.CA 94598 925/944-6828 Fax 925/935-1091 Murwood Elementary Attached is a copy of Resolution 97-19 adopted by the Walnut Creek School District 2050 Vanderslice Avenue Governing Board on June 15, 1998, requesting the Board of Supervisors to issue and Walnut creek. 94596 9251943-2424 62 sell generalons on the eneral obligation bdf the District iagg aggregate ate 1, Prind al amount of Fax 925/934-0356 $5,000,000. Parkmead Elementary 1920 Magnolia Way 1f you have any questions, please call my office at 944-6850 ext. 103. Walnut Creek,CA 94595 925/944-6858 Fax 925/939-2849 Sincerely, Walnut Heights Elementary 4%4 Walnut Boulevard Walnut Creek,CA 94596 925/944-6834 Fax 925/934-0648 Michael De Sa, Walnut Creek Intermediate Superintendent 2425 Walnut Boulevard Walnut Creek,CA 94596 925/944-6W MDS/dpa Fax 925/933-1922 Attachment Quint&'Thmunig LLP 05/14/98 06/09/98 WALNUT CREEK SCHOOL DISTRICT RESOLUTION NO. 9719 RESOLUTION OF THE BOARD OF EDUCATION OF THE WALNUT CREEK SCHOOL DISTRICT REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY To ISSUE AND SELL GENERAL OBLIGATION BONDS OF THE DISTTt.ICT'IN THE AGGREGATE PRINCIPAL AMOUNT OF$5,000,000 RESOLVED by the Board of Education (the "Board") of the Walnut Creek School District (the "District"), Contra Costa County (the "County"), State of California; WHEREAS, an election was duly and regularly held in the Walnut Creek School District (the "District") on June 6, 1995, for the purpose of submitting to the qualified electors of the District the question whether general obligation bonds should be issued in the aggregate principal amount of $21,000,000 (the "Bonds"), at which more than two-thirds of the votes cast were in favor of the issuance of the Bonds; WHEREAS, the board of supervisors of the County (the "Board of Supervisors") has heretofore issued and sold Bonds in the name of the District, following receipt of a resolution adopted by the Board, entitled Walnut Creek School District(Contra Costa County, California) General Obligation Bonds, Election of 1995, Series A (the "Series A Bonds"), in the aggregate principal amount of$4,500,000, for the purpose of raising funds needed to update classrooms for computer technology and construct,expand,acquire,renovate and upgrade classrooms and other school district facilities (the "Project") and other authorized costs; WHEREAS, the Board of Supervisors has also heretofore issued and sold Bonds in the name of the District, following receipt of a resolution adopted by the Board, entitled Walnut Creek School District(Contra Costa County, California) General Obligation Bonds, Election of 1995, Series B (the "Series B Bonds"), in the aggregate principal amount of $6,500,000, for the purpose of raising funds needed for the Project and other authorized costs; WHEREAS, the District wishes at this time to institute proceedings for the issuance and sale of a third series of the Bonds in the aggregate principal amount of not to exceed $5,000,000 for the purpose of raising funds needed for the Project and other authorized costs;and WHEREAS, section 15140 of the California Education Code (the "Education Code") requires that general obligation bonds of the District shall be offered for sale by the board of supervisors of the county,the county superintendent of which has jurisdiction over the District, as soon as possible following receipt of a resolution adopted by the Board; NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Board of Education of the Walnut Creek School District, as follows. Section 1. _Request. The Board hereby requests the Board of Supervisors of Contra Costa County to issue a third series of the Bonds,to be designated the "Walnut Creek School District (Contra Costa County, California) General Obligation Bonds, 1995 Election, Series C" (the "Series C Bonds") in the aggregate principal amount of five million dollars ($5,000,000) for the purpose of raining money for the Project. 23005.01 Section 2. Ids. The Series C Bonds shall bear interest at the rate of not to exceed twelve percent(12%)per annum,which interest shall be payable on February 1 and August 1 in each year beginning February 1,1999. Section 3.Maturity.The Series C Bonds shall mature on August 1 in each year during the term of the Series C Bonds,commencing August 1, 1999,in amounts specifically set forth in the winning bid for the purchase of the Series C Blinds. The term of the Series C Bonds shall not exceed twenty-five(25)years. Section 4. SALe. The Beard hereby requests that the Board of Supervisors of the County offer the Series C Bonds for public sale on August 5, 1998, or as soon thereafter as practicable. The District hereby consents to dons First National Bank submitting a bid for the Series C Bonds. Section 5.Tax Covenants. (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Series C Bonds are not so used as to cause the Series C Bonds to satisfy the private business tests of section 141(b) of the Code (as hereinafter defined) or the private loan financing test of section'141(c) of the Code. (b) 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 C Bonds to be "federally guaranteed."within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with section 148(f) of the Code,relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series C Bonds. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Series C Bonds which, if such action had been reasonably expected to have been,taken, or had been deliberately and intentionally taken, on the date of issuance of the Series C Bonds would have caused the Series C Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Series C Bonds from the gross income of the registered owners of the Series C Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series C Bonds. (g) Small Issuer Exemption from Bank Nondeducctibility Restriction. The District hereby designates the Series C Bonds for purposes of paragraph (3) of section 265(b) of the Code and covenants that the Series C Bonds do not constitute private activity bonds as defined in section 141 of the Code and that the aggregate face amount of all tax-exempt obligations issued by the District (including all subordinate entities of the District and all entities which may issue obligations on behalf of the District) during the calendar year 1998 will not exceed $10,400,000, excluding, however, private activity bonds, as defined in section 141 of the Code (other than qualified. 501(c)(3) bonds as defined in section 145 of the Code) and current refunding obligations having a principal amount not in excess of the refunded obligation. For purposes of this Section 5, the term. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series C Bonds or (except as otherwise -2- referenced herein)as it may be amended to apply to obligations issued on the date of issuance of the Series C Bands, together with applicable temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Section 6.Cgn*'n wing Diacloaure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution or the Issuance Resolution,failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any bolder or beneficial owner of the Series C Bonds may, take,such actions as may be necessary and appropriate to compel performance, including seekingmandate or specific performance by court order. For purposes of this Section 6, the term "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery'of the Series C Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 6, the term "Participating Underwriter" shall have the meaning ascribed thereto; in the Continuing Disclosure Certificate. Section 7. O idal S t� ement. The Board hereby approves, and hereby deems nearly final within the meaning of Rule 1.5c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Series C Bands in substantially the form submitted by Kelling Northcross &Nobriga, as financial advisor to the District, and on file with the Secretary of the Board. The Superintendent or his designee is hereby authorized to execute an appropriate certificate statim the Board's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement in connection with the sale of the Series C Bonds is hereby approved. The Superintendent or his designee is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement and the execution thereof by the Superintendent or his designee shall be conclusive evidence of his approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Series C Bonds. The final Official Statement shall be executed in the name and on behalf of the District by the Superintendent or his designee. :section 8. pestint ent _Payin a�g�. The Board hereby appoints U.S. Bank Trust National Association, Los Angeles, California, to act as the authenticating agent, Bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series C Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and to the County Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the District and the County Treasurer-Tax Collector. A successor Paying Agent shall be appointed by the District with the written consent of the County Treasurer-Tax Collector,which consent shall not be unreasonably held,and shall be a bank or tryst company organized under the laws of the state or any state of the United States, a national banking association or any other financial'institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able' to accept the office on reasonable and customary terms and authorized: by law to perform all the duties imposed upon it by this Resolution.Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the County Treasurer- Tax Collect or, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. -3- (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor. The County shall promptly cause to be published at District expense the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 3.Rede=tion of Series C Bonds. (a) OptionalRedemption. The Series C Bonds maturing on or before August 1,2007, shall not be 'subject to redemption prior to their respective stated maturities. The Series C Bonds maturing on or after August 1, 2008, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2007,at a redemption prig equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without premium.. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series C Bonds, any maturity of Series C Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid, at a redemption price equal to one hundred percent (100 '0) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice' filed by the District with the County and the Paying Agent. Section 10. QffiCial Actions, The Superintendent, the Director of Fiscal Services, the Board of Education President and any designee of such persons are each authorized and directed, for and in the name and on behalf of the District, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them., may deem necessary or advisable in order to consummate the lawful sale and issuance of the Series C Bonds. Section 11.Indemnification.The District shall indemnify and hold harmless,to the extent permitted by law, the County and its officers and employees (the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject, because of action or inaction related to the Series C Bonds. The District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 12. Suhmioign cf-ReQuest. The Secretary of the Board of Education is hereby directed to file a certified copy of this Resolution with the Clerk of the Board of Supervisors of the County,the County Superintendent of Schools and the County Treasurer-Tax Collector. Section 13.Ems. This Resolution shall take effect immediately. -4- PASSED AND ADOPTED this 15th day of June, 2998 at a meeting of the Board of Education by the following vote: AYES: Clarke, Walden, Flynn, Langon, Newell NOES: None ABSENT: None ATTEST: l Z r� } t- w � w N 0 LO U N U C m3 < owU) Q U ,a t1. C Col O �-- .4 v� CN Ln au NJ bO d w A .�