Loading...
HomeMy WebLinkAboutMINUTES - 05181999 - C104 Qu nt&Thirnn-dg LLP 04/01/99 (Acalanes Union€tSD TRAN) CONTRA COSTA COUNTY RESOLUTION NO. 99/2.56 RESOLL ION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ACALANES UNION HIGH SCHOOL DISTRICT FOR FISCAL YEAR 1999-2000 AND THE ISSUANCE AND SALE OF 1.999 TAX AND REV'EN'UE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has Jurisdiction over such school district, as soon as passible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Trustees of the Acalanes Union High School District (the "District") has heretofore adopted its resolution on April 30, 1999 (the "District Resolution'), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $8,000,000 with respect to the fiscal year 1999-2000 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $8,000,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and C'nrrect. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2.Al2grQyal of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Term of Notes.Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1999-2000, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed eight million dollars ($8,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Acalanes Union High School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) not more than one year from such date of delivery, and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis. Both the 01004.03 principal of and interest on the Notes shall be payable in lawful money of the United States of America,as described below. Section 4. Form of Note Book Entry 0 ySystj:m. The Notes shall be issued in fully registered form,without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures. The Motes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Dotes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the ?dotes shall be registered in the name of Cede &Co.,as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Dote in the full aggregate principal amount of the Notes. The Board may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Dotes under or through DTC or a Participant, or any other person which is not shown on the register of the Board 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 Notes. The County Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having 'Votes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Nate 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 Note and all notices with respect to such Note -2- shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the dotes. Section 5. Use_of Proceed . The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. .proceeds shall, if held by the County, to the greatest extent possible, be invested by the County Director of Finance, or such other appropriate investment officer of the County, as permitted by section 53601 of the California Government Code as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the County Director of Finance or such other appropriate investment officer of the County shall establish. In addition, the following are hereby designated as additional authorized investments for the proceeds of the Notes: (a) an investment agreement with a financial institution or insurance company (or guarantor thereof) which has, as of the date of execution thereof, one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations, or a claims paying ability, rated not lower than "Aa3" by Moody's Investors Service and not less than "AA-" by Standard & Poor's Ratings Services, and (b) the Local Agency Investment Fund administered by the State of California. These additional authorized investments shall be made by the County Director of Finance, or such other appropriate investment officer of the County, at the written direction of the District. Section 6. ec . The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1999-2000. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District,hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 2000, (b) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 2100, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (such pledged amounts being hereinafter called the "fledged Revenues"). The principal of the Motes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the fledged Revenues.To the extent not so paid from the .pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter defined., of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon.`The term "unrestricted moneys"shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Acalanes Union High School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the :Notes at maturity with interest to maturity,the moneys in the Repayment Fund shall be applied -3- solely for the purposes for which the Repayment Fund is created, provided, however, that any interest earned on amounts deposited in the repayment Fund shall periodically be transferred to the general fund of the District. During the months of January, 2004, April, 2000, and May, 2000, all Fledged. Revenues shall be deposited into the Repayment Fund. On the .maturity date of the Dotes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal and interest on the Notes at maturity and, to the extent said moneys are insufficient therefor, an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Motes at maturity. DTC will thereupon make payments of principal and interest on the Dotes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 8. D Qsit-and Investment of&12ayment Fund. All moneys held on behalf of the District in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by lava as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the County Director of Finance, or such other appropriate investment officer of the County, as permitted by section 53601 of the California Government Code as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the County Director of Finance or such other appropriate investment officer of the County shall establish and complying with Standard & Poor's .Ratings Services investment criteria corresponding to the rating of the Notes. In addition, the following are hereby designated as additional authorized investments for the proceeds of the Notes: (a) an investment agreement with a financial institution or insurance company (or guarantor thereof) which has, as of the date of execution thereof, one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations, or a claims paying ability, rated not lower than "Aa3" by Moody's Investors Service and not lower than "AA-" by Standard & Poor's Ratings Services, and (b) the Focal Agency Investment bund administered by the State of California. These additional authorized investments shall be made by the County Director of Finance, or such other appropriate investment officer of the County,at the written direction of the District. The proceeds of any such investments shall, as received,be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. E=ution of Ngtes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. ransf r�Notes Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered,in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-"Tax Collector,duly executed. Whenever any Note or Dotes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. - - Section 11. Exchange, Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. N- ate R . The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said boobs, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 13. Ten3jorary �- ,Iotes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Dotes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Dotes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Motes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder.Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. N 'yl that d Lost lD �i tray or rslen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Nate, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of, the Treasurer=Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Motes have existed, happened and been performed in due time, form and manner as rewired by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Sutton 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%,). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. The County Director of Finance is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Director of Finance is hereby authorized to execute a Note purchase agreement or other document in connection with such award. This Board hereby authorizes Zions First .National Bank (parent company of Felling, Northcross & Nobriga, the financial advisor of the District with respect to the Motes) to bid for the Notes, and to acquire the Notes as principal either alone or as a participant in a syndicate or other similar account formed for the purpose of purchasing the Notes, directly or indirectly from the Board. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving,opening and analyzing bids submitted for the purchase of the dotes and to report the results thereof to the County Director of Finance. Section 17.Preparation of the Note ; Execution of Closing Df�r.X;ments.Quint&Thimmig LLP, as bond counsel to the District, is directed to cause suitable`dotes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the``Totes to be delivered when so executer to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to mare, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the foram customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. Notwithstanding anything to the contrary contained herein, in the motes 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 ?'Dotes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 18th day of May, 1999, by the following vote: AYES, and in favor of, Supervisors: Gioia, UI11lema, Gerber, beSaul.nl.er, Canciamii la \CABS,Supervisors: None ABSENT, Supervisors: Ione ABSTAIN: None r B " y air,eoar of Supervisors ATTEST: ,' gel f ,Z By AM 4Ck of e o ardard of upervisors -7- Qnt&Thda n-ig LLP 04/01/99 AC-ALANES UNION HIGH SCHOOL DISTRICT RESOLUTION NO. RESOLUTIONR.EQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE ACALANES UNION HIGH SCHOOL DISTRICT FOR FISCAL YEAR 1999-2000 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$8,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Acalanes Union High School District (the "District"), as follows: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law") to borrow money by the issuance of temporary notes,the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; and WHEREAS, pursuant to the Law, such notes may be issued in the name of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the District has determined that it is desirable that the District borrow funds in an amount not to exceed $8,0100,000 with respect to fiscal year 1.999-2000 for authorized purposes of the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows. Section 1. R ,tc . The Board of Supervisors (the "Board") of Contra Costa County (the "County") is hereby requested to issue tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $8,000,01010 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Limitation o 1�taxiMu Amount.The principal amount of Notes,when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1999-20100, and available for the payment of the notes and the interest thereon. Section 3. Flees. The Notes shall be obligations of the District and shall be secured by a pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to fifty percent (50%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 2000, (b) in an amount equal to fifty percent(50%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (the "Pledged Revenues"). To the extent not so paid from.the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are 01004.03 insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund (as hereinafter defined) of the full amount of the fledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Dotes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 4. oval aL i sua . sol.i tion_.The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Acalanes Union High School District for Fiscal Year 1999-2000 and the Issuance and Sale of 1999 Tax and Revenue Anticipation Notes Therefor" (the "Issuance Resolution"), to be adopted by the Board, in substantially the form presented to the Board of Trustees at this meeting, together with any additions to or changes therein deemed necessary or advisable by the Board,is hereby approved. Section 5. Form!2f Ngt s• xecution of-,Notes. (a) The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. (b)The Notes shall be executed in the name of the District,with the manual or facsimile signature of the County Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of supervisors(although at least one of such signatures shall be manual) with the seal of the Board impressed thereon, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 6. Qfficial Statemmt. The Board of Trustees hereby authorizes the preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the District's financial advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent(or the Superintendent's designee) 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 District's financial advisor. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Superintendent or any other qualified officer of the District and 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 Superintendent (or the Superintendent's designee) is separately authorized and directed to execute the Official Statement and a statement that the facts contained in the Official Statement, and any supplement 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 "Votes, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes, 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 Superintendent (or the Superintendent's designee) shall take such further actions prior to the -2- signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 7. S le_!uf the No s. The Official Statement is approved for distribution in the offering and sale of the Notes. The District's financial advisor, on behalf of the District and the Board, is authorized and directed to cause the Official Statement to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the .Notes therein offered for sale. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent(6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. This Board hereby authorizes dons First National Bank (parent company of Felling, Northcross & Nobriga, the financial advisor of the District with respect to the Notes) to bid for the Notes, and to acquire the Notes as principal either alone or as a participant in a syndicate or other similar account formed for the purpose of purchasing the Notes, directly or indirectly from the Board. Section 8. Tax Covenants (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Notes are not so used as to cause the Notes 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 Notes 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 Motes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Dotes 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 ''Motes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Cade. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the _Notes from the gross income of the registered owners of the Motes 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:Notes. (f) Small Issuer Exemption from Bank Nondeductibility Restriction. The District hereby designates the Notes for purposes of paragraph (3) of section 265(b) of the Code and covenants that the Notes 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 1999 will not exceed $10,000,000, excluding, -3- however, private activity bonds, as defined in section 141 of the Code (other than qualified 501(c)(3)bands 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 8, the term "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Notes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published,under the Code. Section 9. Continuing Disi osure. 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, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any holder or beneficial owner of the Notes may, take such actions as may be necessary and appropriate to compel performance,including seeking mandate or specific performance by court order. For purposes of this Section 9, the term "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 9, the term "Participating Underwriter"' shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 14. No. Tempos rare Trans era. It is hereby covenanted and warranted by the District pursuant to Article XVI, Section 6 of the Constitution of the State of California that it will not request the County Treasurer-Tax Collector to make temporary transfers of funds in the custody of the County Treasurer-Tax Collector to meet any obligations of the District during the 1999-2000 fiscal year. Section 11, Further AuffighzAfion. All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the Superintendent, the Secretary of the Board and any and all other officers of the District are hereby 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 relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with the Issuance Resolution and this resolution. The District hereby authorizes the Superintendent or the Superintendent's designee to execute an agreement for bond counsel services by and between the District and {quint & Thimmig LLP,and an agreement for financial advisory services by and between the District and Felling,Northcross &Nobriga,Inc.,which firms are hereby appointed to serve as bond counsel and financial advisor, respectively, for the Notes. All costs incurred by the Board or the District in connection with the issuance of the Motes,including but not limited to panting of any official statement, rating agency costs, bond counsel fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the 'Votes, and arty compensation owing to any officers or employees of the Board, the County or the District for their services rendered in connection with the issuance of the Notes,shall be payable by District. Section 12. 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 -4- Indemnified Parties may become subject,because of action or inaction related to the Notes. 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 13. Effective Date. This resolution shall take effect from and after its adoption. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Trustees of the Acalanes Union High School District held on the 38th day of April, 1999, by the following vote: AYES, and in favor of, Board Members: NOES, Board Members: ABSENT, Board.Members: By Secretary of the Board of Trustees -5- EXHIBIT A Board of Supervisors of Contra Costa County, California in the Name of the ACALANES UNION HIGH SCHOOL DISTRICT (Contra Costa County, California) 1999 TAX AND REVENUE ANTICIPATION NOTE INITEREST RATE: MATURITY DATE: I UE DATE: CL Stt': June 30, 2000 ju Ly 1, 999 REGISTERED OWNER: CEDE & CO. PRINCIPAL SL's: DOLLARS The ACALANES UNION HIGH SCHOOL DISTRICT, Contra Costa County, State of California (the "District"), acknowledges itself indebted, and promises to pay,to the Registered {owner stated above, or registered assigns (the "towner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30- day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified,recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of dollars ( ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of Contra Costa County (the "County") duly passed and adopted on May 18, 1999 (the "Resolution"), and pursuant to Article 7.6 (con-anencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all conditions, things and acts required to exist, happen and be performed precedent to and in the issuance of this Note exist,have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behalf of the District for Repayment Fund of the District (as defined in the Resolution) for the Fiscal Year 1.999-2000. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District,has pledged the first "unrestricted moneys", as hereinafter defined (a) in an amount equal to fifty percent (50%) of the principal amount of the Motes to be received by the County on behalf of the District in January,2000, (b) in an amount equal to fifty percent (50%) of the principal amount of the Dotes to be received by the County on behalf of the District in April, 2000, and (c) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 2000 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Exhibit A Page 1 Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any ether moneys of the District lawfully available therefor. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered notes, without coupons, in denominations of $1,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Motes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Dote is transferable by the Owner hereof,but only under the circumstances, in the manner and subject to the limitations provided in the Resolution.. Upon registration of such transfer a new :Vote or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the sante maturity will be issued to the transferee in exchange for this Nate. The Board may treat the Owner hereof as the absolute owner hereof for all purposes and the Board shall not be affected by any notice to the contrary. THE NOTES HAVE BEEN DESIGNATED BY THE DISTRICT AS "QUALIFIED TAX- EXEMPT OBLIGATIONS" WITHIN THE MEANING OF SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986. 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 Board of Supervisors of Contra Costa County, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the County Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board, all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY By Treasurer-Tax Collector (SEAL.) Countersigned. Clerk of the Board Exhibit A Page 2 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within. registered Note and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the Note register of the Treasurer-Tax Collector with full power of substitution in the premises. Dated: Signature: Note:The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Note in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note:Signature(s)must be guaranteed by a qualified guarantor. Exhibit A Page 3 Quint&Tllurmnig LLP 04/01/99 FORM OF FINAL,OPINION OF BOND COUNSEL, July 1, 1999 Board of Trustees Acalanes Union High School District 1212 Pleasant Hill .road Lafayette, California 94549 OPEN ON.— $ Acalanes Union High School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation Dotes Members of the Board of Trustees: We have acted as bond counsel to the Acalanes Union High School District (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") of$ principal amount of Acalanes Union High School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation Notes, dated July 1, 1999 (the "Notes"), pursuant to Article 7.6 (commencing with section 53850), Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, a resolution adopted by the Board of Trustees of the District on April 30, 1999 (the "District Resolution"), and a resolution adopted by the Board on May 18, 1999 (the "Board Resolution" and, collectively, the "Resolutions"). We have examined the law and such certified proceedings and other papers as we deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Board contained in the Board Resolution and of the District in the District Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination,we are of the opinion,as of the date hereof, that: I. The District is duly created and validly existing as a school district with the power to perforin its obligations under the District.resolution,to cause the Beard to issue the Motes in its name and to perform its obligations under the Board Resolution and the Notes. 2. The District Resolution has been duly adopted by the District. The Board Resolution has been duly adopted by the Board and creates a valid first lien on the funds pledged under the Board Resolution for the security of the Dotes. 3. The Notes have been duly authorized, issued and delivered by the Board and are valid and binding general obligations of the District enforceable in accordance with their terms. 4. The interest on the Notes is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, it should be noted, however, that, for the 01004.03 Board of Trustees of the July 1, 1998 Acalanes Union High School District Page 2 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 Notes are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code"), and, in the ease of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction is allowed for eighty percent (80%) of that portion of such financial institutions' interest expense allocable to interest payable on the Notes. The opinions set forth in the preceding sentences are subject to the condition that the District comply with all requirements of the Cade that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Notes in gross income for federal income tax purposes to be retroactive to the date of issuance of the Notes. We express no opinion regarding other federal tax consequences arising with respect to the Notes. 5. The interest on the :Notes is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Notes and the enforceability thereof may be subject to bankruptcy,insolvency,moratorium and other similar laws affecting creditors'rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, Quint&Thin nig LLP 04/01/99 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the ACALANES UNION HIGH SCHOOL.DISTRICT (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") in the name of the District of $ Acalanes Union High School District (Contra Costa County, California) 1999 Tax and Revenue Anticipation Notes (the "Dotes"). The Notes are being issued pursuant to a resolution adopted by the Board of Trustees of the District on April 30, 1999, and a resolution adopted by the Board on May 18, 1993 (collectively, the "Resolution"). The District covenants and agrees as follows: Section 1. E=ose of the-Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Dissemination Agent" shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Listed Events"' shall mean any of the events listed in Section 3(a) of this Disclosure Certificate. "Participcatina Underwriter" shall mean any of the original underwriters of the Votes required to comply with the Rule in connection with offering of the Notes. "Repository" shall mean each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. "State Repository"shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the .Mule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. &12ort ng of-Significant Events. (a) Pursuant to the provisions of this Section 3, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes, if material: 01004.03 (i) Principal and interest payment delinquencies. (H)Non-payment related defaults. (iii)Unscheduled draws on debt service reserves reflecting financial difficulties. (iv)Unscheduled draws on credit enhancements reflecting financial difficulties. (v)Substitution of credit or liquidity providers,or their failure to perform. (vi)Adverse tax opinions or events affecting the tax-exempt status of the security. (vii)Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls. (ix)Defeasances. (x) Release,substitution,or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix)need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Notes pursuant to the Resolution. Section 4. Termination of Reportj"_Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all of the Notes. If such termination occurs prior to the final maturity of the Notes, the District shall give notice of such termination in the same manner as for a Listed Event under Section 3(c). Section S. Dissemination Agent.The District may,from time to time,appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.The initial Dissemination Agent shall be the District. Section 6. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Section 3(a) it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Notes, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel,have complied with the requirements of the Rule at the time of the primary offering of the Notes, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) the proposed amendment or waiver either(i) is approved by holders of the Notes, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Notes. Section 7. Additional inLojmAfim.Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of .*2® dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any notice of occurrence of a Listed Event,in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future notice of occurrence of a Listed Event. Section S. 12ault. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any holder or beneficial owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. Section 9. nities and Liabilitica of .The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate,and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder,including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. Section 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent,the Participating Underwriters and holders and beneficial owners from time to time of the:Votes, and shall create no rights in any other person or entity. Date. July 1, 1399 ACALANES UNION HIGH SCHOOL DISTRICT By Superintendent -3-