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HomeMy WebLinkAboutMINUTES - 05222001 - C.119 re 1119 BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA RESOLUTION NO. 2001/240 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 AND THE ISSUANCE AND SALE OF 2001 TAX AND REVENUE 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 possible following receipt of a resolution of the governing board of such school district-requesting such borrowing;and WHEREAS, the Board of Supervisors (the "Board") of Contra Costa County (the "County")has received from the Board of Trustees of the Antioch Unified School District (the "District") a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 amoLmt of not to exceed $12,000,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Sectioli 3. Limitation on Maxim-Lim. Amount. The principal amount of notes issued pursuant hereto, 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 2001-2002, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 4. Authorization and Terms 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 2001-2002, and not pursuant to any common plan of financing, and subject to the receipt by the Board of a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, under and pursuant to the provisions of the Law, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twelve million dollars ($12,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Antioch Unified School District (Contra Costa County, California) 2001 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 fifteen months 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 principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 5. Form of Notes; Book Entry Only System. The Notes shall be issued in frilly 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. "CUSIP" identification numbers shall be imprinted on the Notes,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 Notes 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 Note 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 Notes 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 Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall the 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 slue or sums so paid. Except tinder 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 a t any time by giving notice to the Board and discharging its responsibilities with respect thereto 2 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 Notes 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 Note 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 shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 6. Use of Proceeds; Investment of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund (the "Proceeds Fund") 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 Treasurer-Tax Collector (the "Treasurer") or such other appropriate investment officer of the County, in the County investment pool or directly in investment securities in accordance with District directive as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Superintendent (or his designee) (in either case, an "Authorized Officer") of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement; and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes, specifying that, un the event the long- term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days,deliver to a third party, collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment agreement and/or senior debt and mortgage-backed obligations of FNMA or FHLMC in an amount not less than 105% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long- term rating category,without regard to rating subcategories,such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) 3 business days of such downgrade. Proceeds may also be invested in the Local Agency Investment Fund. Section 7. Securi . 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 2001-2002. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 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 frond of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 8. Repayment Fund; Investment of Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer separate and distinct from all other County and District funds and accounts designated the "Antioch Unified School District (Contra Costa County, California) 2001 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 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, April and May, 2002, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer 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 Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes 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. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the Treasurer, or such other appropriate investment officer of the County, directly in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. 4 In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Authorized Officer of the District, provided that such .investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement;and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes,specifying that, in the event the long-term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days, deliver to a third party collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long-term rating category, without regard to rating subcategories, such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accred thereon, shall be paid to the District or the Treasurer withal two (2) business days of such downgrade. The Treasurer may also invest the Repayment Fund in the Local Agency Investment Fund. 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. Execution of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer 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 10. Transfer of 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 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, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. 5 Section 12. Note Register- The Treasurer 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 shall register or transfer or cause to be registered or transferred, on said books, 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. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed,lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer, 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 upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be siurendered for cancellation, in exchange therefor at the office of the Treasurer and the Treasurer shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes 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 bome by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer, at the expense of the registered owner of said Note, 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 of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer shall be canceled by it and delivered to, or upon the order of, the Treasurer. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer and, if such evidence be satisfactory to the Treasurer and indemnity satisfactory to it shall be given, the Treasurer, 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 may require payment of a stun 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 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 Notes have existed, happened and been performed in due time, form and manner as required by lain, 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 the District and their 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. 6 Section 16. Sale of Notes. The Board acknowledges that the District's Resolution provides that: (A) The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which Kelling, Northcross & Nobriga (the "Financial Advisor") and the Authorized Officer are thereby authorized to prepare, consistent with the District's Resolution. (B) The Authorized Officer is thereby directed to execute the Official Notice of Sale, and to arrange for the publication of a notice of intention to sell the Notes. The Authorized Officer is thereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The Authorized Officer is thereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. The County Board relies upon the District and its Authorized Officer to properly carry out all proceedings in connection with the selection of a purchaser of the Notes. The County takes no responsibility for conducting the sale of the Notes. (C) Zions First National Bank, parent company of the Financial Advisor, has been authorized by the District to submit a bid for the Notes. Section 17. Preparation of the Notes; Execution of Closing Documents. Jones Hall, A Professional Law Corporation, as bond counsel to the District, is directed to cause suitable Notes 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 Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer on behalf of the District. The Treasurer or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form 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. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes 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 Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 7 hereof. 7 I, June L. McHuen, Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California, do hereby certify that the foregoing Resolution was regularly introduced, passed and adopted by said Board at a regular meeting held on the 22 day of May _, 2001, on motion of Supervisor Gioia and second of Supervisor Glover by the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSTAINED: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE Clerk of the and of Supervisors By s RESOLUTION 2001/240 11033-15 ]1I:1V'HM:QB /a Jew $9,500,000 ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 2001 TAX AND REVENUE ANTICIPATION NOTES OFFICER'S CERTIFICATE OF THE COUNTY The undersigned hereby states and certifies: (i) that the undersigned is the duly elected or appointed, qualified and acting Treasurer-Tax Collector of Contra Costa County, California (the "County"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) that on the date hereof, the Board of Supervisors of the County (the "Board") is delivering notes in the name of the Antioch Unified School District (the "District") designated "Antioch Unified School District (Contra Costa Comity, California) 2001 Tax and Revenue Anticipation Notes," in the aggregate principal amount of $9,500,000, dated July 3, 2001 (the "Notes"); (iii) that the following are now and have continuously been since the dates of the beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the Board and the dates of the beginning and ending of their respective current terms of office:are hereunder correctly designated opposite their names: Beginning Date Ending Date Member of Current Term of Current Term John Gioia January, 1999 January, 2003 Gayle B. Uilkema January, 2001 January, 2005 Donna Gerber January, 2001 January, 2005 Mark DeSaulnier January, 1999 January, 2003 Federal Glover January, 2001 January, 2005 (iv) that the signatures set forth opposite the names and titles of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated: Name and Title Signature William J. Pollacek, Treasurer-Tax Collector .[ Gina Martin, Acting Clerk of the Board R-1 ...$9,500,000.00" Board of Supervisors of Contra Costa County, California in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 2001 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: T MATURITY DATE: ISSUE DATE: CUSIP: 3.500% July 2,2002 July 3,2001 037105 HG1 7�d REGISTERED OWNER: CEDE &CO. PRINCIPAL SUM: ***NINE MILLION FIVE HUNDRED THOUSAND DOLLARS*** The ANTIOCH UNIFIED 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 "Owner"), 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 Nine Million Five Hundred Thousand Dollars ($9,500,000), 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 16, 2001 (the "Resolution"), and pursuant to Article 7.6 (commencing 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 2001-2001. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 Pledged Revenues. To the ***Page 1 of 6*** extent not so paid from the Pledged Revenues, the Notes shall be paid from any other 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 Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note 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 Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. 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. Unless this Note is presented .by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the District or the County for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co.,has an interest herein. ***Page 2 of 6*** 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 Treasurer-Tax Collector and countersigned by the manual signature of the Acting Clerk of the Board, and affixed its official seal hereon, all as of the Issue Date stated above. BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY By Williarr(PofVacek, Treasurer- Collector Countersigned: /�. Acting Clerk of the Board ***Page 3 of 6*** ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers tulto (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 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. ***Page 4 of 6*** LEGAL OPINION JONES HALL A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW 650 CALIFORNIA STREET EIGHTEENTH FLOOR SAN FRANCISCO, CALIFORNIA 94108 July 3, 2001 Board of Trustees Antioch Unified School District 510 "G" Street Antioch, California 94509-0904 OPINION: $9,500,000 Antioch Unified School District(Contra Costa County, California) 2001 Tax and Revenue Anticipation Notes Members of the Board of Trustees: We have acted as bond counsel to the Antioch Unified School District (the "District") in connection with the issuance by the Board of Supervisors of Contra Costa County (the "Board") of$9,500,000 principal amount of Antioch Unified School District (Contra Costa County, California) 2001 Tax and Revenue Anticipation Notes, dated July .6, 2001 (the "Notes"), pursuant to Article 7.6 (commencing with section 53850), Chapter 4, Part 1, Division 2, Title 5 of the California Government Code, and a resolution of the Board adopted on May 22, 2001 (the "Resolution"). 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 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: 1. The District is duly created and validly existing as a school district with the power to cause the Board to issue the Notes in its name and to perform its obligations under the Resolution and the Notes. ***Page 5 of 6*** 2. The Resolution has been duly adopted by the Board and creates a valid first lien on the funds pledged under the Resolution for the security of the Notes. 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 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 opinion set forth in the preceding sentences are subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986 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, A Professional Law Corporation ***Page 6 of 6*** ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2000-01-22 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Antioch Unified 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 $12,000,000 with respect to fiscal year 2001-2002 for authorized purposes of the District; NOW,THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Re uest. 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 $12,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Pl�e. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 3. Approval of Issuance Resolution. The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Antioch Unified School District for Fiscal Year 2001-2002 and the Issuance and Sale of 2001 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 4. Official Statement. The Board of Trustees hereby authorizes the preparation by Kelling, Northcross & Nobriga (the "Financial Advisor") of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the Financial Advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent and the Associate Superintendent, Business (herein, each an "Authorized Officer") 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 Authorized Officer 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 Authorized Officer 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 Notes, 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 Authorized Officer shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 5. Sale of the Notes. The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which the Financial Advisor and the Authorized Officer are hereby authorized to prepare, consistent with this Resolution. The Authorized Officer is hereby directed to cause Jones Hall, as bond counsel to the District, to arrange for the publication of a notice of intention of the sale of the Notes in The Bond Buyer, at least 15 days before the sale of the Notes. The Authorized Officer is hereby directed to execute the Official Notice of Sale. The Authorized Officer is hereby authorized and directed to open the bids at the time and place specified in the Official Notice .of Sale. The Authorized Officer is hereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. Zions First National Bank,. parent company of the Financial Advisor, is hereby authorized by the District to submit a bid for the Notes. -2- Section 6. 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 Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes 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 Notes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Code. (e)Maintenance of Tax-Exeinption. 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 Notes 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. For purposes of this Section 6, 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 7. Continuing Disclosure. 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 7, 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 7, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 8. No Temporary Transfers. 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 to make temporary transfers of funds in the custody of the County Treasurer to meet any obligations of the District during the 2001-2002 fiscal year. Section 9. Further Authorization. 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 -3- Authorized Officer, the Clerk of the Board and any and all other officers of the District afe 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 Authorized Officer to execute an agreement for bond counsel services by and between the District and Jones Hall, A Professional Law Corporation, and an agreement for financial advisory .services by and between the District and Kelling, Northcross&Nobriga,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 Notes, including but not limited to printing 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 Notes, and any 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 10. 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 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 11. 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 Antioch Unified School District held on the 25th day of April, 2001, by the following vote: AYES, and in favor of, Board Members: 5 NOES, Board Members: 0 ABSENT, Board Members: 0 r By �;40 114 11 J Clerk of the B and of Trustees -4- BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA RESOLUTION NO. 2001/240 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 AND THE ISSUANCE AND SALE OF 2001 TAX AND REVENUE 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 "Lary"), 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 possible following receipt of a resolution of the governingboard of such school district requesting such borrowing;and WHEREAS, the Board of Supervisors (the "Board") of Contra Costa County (the "County")has received from the Board of Trustees of the Antioch Unified School District (the "District") a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and reque-Aing that the Board 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 $12,000,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Sectioti 1. Recitals T.nie and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Sectiot► 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (859%) 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 2001-2002, and available for the payment of said notes and the interest thereon (as hereinafter provided). Sectroti 4. Authorization and Terms 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 2001-2002, and not pursuant to any common plan of .fi.nancing, and subject to the receipt by the Board of a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, under and pursuant to the provisions of the Lav, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twelve million dollars ($12,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Lav, designated "Antioch Unified School District (Contra Costa County, California) 2001 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 fifteen months 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 principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 5. Form of Notes; Book Entry Only System. 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. "CUSIP" identification numbers shall be imprinted on the Notes, 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 Notes 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 Note 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 Notes 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 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 stun or stuns 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 L 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 Notes 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 Note 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 shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 6. Use of Proceeds; Investment of Proceeds. The moneys so borrowed shall be deposited u1 the Treasury-of the County in a proceeds fund (the "Proceeds Fund") 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 Treasurer-Tax Collector (the "Treasurer") or such other appropriate investment officer of the County, in the County investment pool or directly in investment securities in accordance with District directive as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Superintendent (or his designee) (in either case, an "Authorized Officer") of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of Which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest Ions term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement; and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes, specifying that, in the event the long- term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall,within ten (10) days, deliver to a third party, collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment agreement and/or senior debt and mortgage-backed obligations of FNMA or FHLMC in an amount not less than 105% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest ]ons tenn rating category,without regard to rating subcategories,such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) 3 business days of such downgrade. Proceeds may also be invested in the Local Agency Investment Fund. Section 7. Securi 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 hind of the District for the Fiscal Year 2001-2002. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 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 8. Repayment Fund; Investment of Repayment Ftind. There is hereby created a special fund to be held on behalf of the District by the Treasurer separate and distinct from all other County and District funds and accounts designated the "Antioch Unified School District (Contra Costa County, California) 2001 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 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, April and May, 2002, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer 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 Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes 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. Moneys in the Repayment .Fund shall, if held by the County, to the greatest extent possible, be invested by the Treasurer, or such other appropriate investment officer of the County, directly in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such regtuirements as the Treasurer or such other appropriate investment officer of the County shall establish. 4 In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Authorized Officer of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement;and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes,specifying that, in the event the long-term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days, deliver to a third party collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long-term rating category, without regard to rating subcategories, such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accred thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. The Treasurer may also invest the Repayment Fund in the Local Agency Investment Fund. 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. Execution of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer 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 10. Transfer of 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 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, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer for a like aggregate principal amolult of Notes of authorized denominations and of the same maturity. 5 Section 12. Note Register. The Treasurer 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 shall-register or transfer or cause to be registered or transferred, on said books, 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. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed,lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer, 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 upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange'therefor at the office of the Treasurer and the Treasurer shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes 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. Notes Mutilated, Lost, Destroyed or Stolen. If anv Note shall become J mutilated the Treasurer, at the expense of the rei7istered owner of said Note, shall execute and deliver a new Noteof like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer shall be canceled by it and delivered to, or upon the order of, the Treasurer. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer and, if such evidence be satisfactory to the Treasurer and indemnity satisfactory to it shall be given, the Treasurer, 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 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 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 Notes have existed, happened and been performed in due time, form and manner as required by lav, 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 the District and their 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 die taxes, revenue, cash receipts and other moneys pledged heretuider in accordance with law and for carrying out the provisions of this Resolution. 6 Section 16. Sale of Notes. The Board acknowledges that the District's Resolution provides that: (A) The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which Kelling, Northcross & Nobriga (the "Financial Advisor") and the Authorized Officer are thereby authorized to prepare,consistent with the District's Resolution. (B) The Authorized Officer is thereby directed to execute the Official Notice of Sale, and to arrange for the publication of a notice of intention to sell the Notes. The Authorized Officer is thereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The Authorized Officer is thereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. The County Board relies upon the District and its Authorized Officer to properly carry out all proceedings in connection with the selection of a purchaser of the Notes. The County takes no responsibility for conducting the sale of the Notes. (C) Zions First National Bank, parent company of the Financial Advisor, has been authorized by the District to submit a bid for the Notes. Section 17. Preparation of the Notes; Execution of Closing Documents. Jones Hall, A Professional Lav Corporation, as bond counsel to the District, is directed to cause suitable Notes 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 Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer on behalf of the District. The Treasurer or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form 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. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes 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 Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 7 hereof. 7 I, June L. McHuen, Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of Califomia, do hereby certify that the foregoing Resolution was regularly introduced, passed and adopted by said Board at a regular meeting held on the 22 day of May , 2001, on motion of Supervisor Gioia and second of Supervisor Glover by the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSTAINED: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE Clerk of tht Board of Supervisors By s RESOLUTION 2001/240 EXHIBIT A FORM OF NOTE Board of Supervisors of Contra Costa County, California in the Name of the ANTIOCH UNIFIED SCfIOOL DISTRICT (Contra Costa County, California) 2001 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: % 2001 Jiily _, 2001 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The ANTIOCH UNIFIED 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 "O-vvner"), on the Maturity Date stated above, the Principal Stun 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 22, 2001 (the "Resolution"), and pursuant to Article 7.6 (commencing 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 lav, 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 2001-2002. 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 Notes to be received by the County on behalf of the District in January, 2002, (b) in an amount equal to fifty percent (509%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 2002, 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, 2002 (such pledged Exhibit A Page 1 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 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. 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 Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note 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 Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. 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. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the District or the County for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as 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 Treasurer 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 Tax Collector (SEAL) Countersigned: Clerk of the Board Exhibit A Page 2 ASSIGNMENT For value received the undersigned hereby sells,assigns and transfers unto (Mame, 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 with hill 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 ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2000-01-22 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE ANT LOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$12,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Antioch Unified 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 $12,000,000 with respect to fiscal year 2001-2002 for authorized purposes of the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Re uest. 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 $12,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Pledge. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 3. Approval of Issuance Resolution. The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Antioch Unified School District for Fiscal Year 2001-2002 and the Issuance and Sale of 2001 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 4. Official Statement. The Board of Trustees hereby authorizes the preparation by Kelling, Northcross & Nobriga (the "Financial Advisor") of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the Financial Advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent and the Associate Superintendent, Business (herein, each an "Authorized Officer') 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 Authorized Officer 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 Authorized Officer 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 Notes, 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 Authorized Officer shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 5. Sale of the Notes. The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which the Financial Advisor and the Authorized Officer are hereby authorized to prepare, consistent with this Resolution. The Authorized Officer is hereby directed to cause Jones Hall, as bond counsel to the District, to arrange for the publication of a notice of intention of the sale of the Notes in The Bond Buyer, at least 15 days before the sale of the Notes. The Authorized Officer is hereby directed to execute the Official Notice of Sale. The Authorized Officer is hereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The Authorized Officer is hereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. Zions First National Bank, parent company of. the Financial Advisor, is hereby authorized by the District to submit a bid for the Notes. -2- Section 6. 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 Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes 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 Notes would have caused the Notes 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 Notes from the gross income of the registered owners of the Notes 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. For purposes of this Section 6, 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 7. Continuing Disclosure. 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 7, 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 7, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 8. No Temporary Transfers. 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 to make temporary transfers of funds in the custody of the County Treasurer to meet any obligations of the District during the 2001-2002 fiscal year. Section 9. Further Authorization. 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 -3- ' s Authorized Officer, the Clerk 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 Authorized Officer to execute an agreement for bond counsel services by and between the District and Jones Hall, A Professional Law Corporation, and an agreement for financial advisory services by and between the District and Kelling, Northcross &Nobriga,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 Notes, including but not limited to printing 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 Notes, and any 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 10. 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 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 11. 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 Antioch Unified School District held on the 25th day of April, 2001, by the following vote: AYES,and in favor of, Board Members: 5 NOES, Board Members: 0 ABSENT, Board Members: 0 By Clerk of the B and of Trustees -4- calanes Union High School District 1212 Pleasant Hill Road,Lafayette,CA 94549 Business Services 925-942-9608 ♦Fax 925-932-2336 Date: May 3, 2001 To: Laura Lockwood From: Jill Ramsay Subject: 2001 TRAN Resolution No. 00-01-22 Enclosed is an original copy of the Acalanes Union High School District Resolution 00-01-22 approved by the Governing Board on May 2,2001 for your use. Creating Opportunities for Success Quint&Thimmig LLP 04/11/01 I ACALANES UNION HIG14 SCHOOL DISTRICT I RESOLUTION NO.11D-01-22 RESOLUTION REQUESTING 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 2001-2002 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 borro-,.ying; WHEREAS, the District has determined that it is desirable that the District borrow funds in an amount not to exceed $8,000,000 with respect to fiscal year 2001-2002 for authorized purposes of the District; and WHEREAS, the financial advisor to the District has been directed to prepare an official statement meeting the requirements of Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Official Statement") and bond counsel to the District has been directed to prepare a notice of sale (the "Notice of Sale") and a notice of intention (the "Notice of Intention") relating to the offering and sale of the notes for the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Request.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 $8,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Limitation on Maximum 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 2001-2002, and available for the payment of the notes and the interest thereon. 01004.05 Section 3. Ply. 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, to be received by the County on behalf of the District in such months and in such amounts asshall be determined by the Superintendent (or the Superintendent's designee) prior to the date.of sale of the Notes, sufficient to pay the principal of and interest on the Notes through the maturity date thereof(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 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 4. Approval of Issuance Resolution. The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Acalanes Union High School District for Fiscal Year 2001-2002 and the Issuance and Sale of 2001 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. The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis. Section 5. Form of Notes; Execution 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. Official Statement. 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. -2- 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 Notes, 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 signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 7. Sale of Notes. The distribution of the Official Statement, the Notice of Sale and the Notice of Intention are approved in connection with the offering and sale of the Notes. The actions of the District's financial advisor, on behalf of the District, in distributing the Official Statement and the Notice of Sale 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 Notes are hereby ordered to be sold by competitive bid. The Superintendent (or the Superintendent's designee) is hereby delegated the authority to accept the best responsible bid for the purchase of the Notes, determined in accordance with the Official Notice of Sale. The Superintendent (or the Superintendent's designee) is hereby authorized and directed to accept such bid, for and in the name of the District,by notice to the successful bidder. In the event two or more bids setting forth identical interest rates and premium, if any,' are received, the Superintendent (or the Superintendent's designee), on behalf of the District, may exercise his or her own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as he or she shall determine. The Superintendent (or the Superintendent's designee),on behalf of the District, may,in his or her discretion,reject any and all bids and waive any irregularity or informality in any bid. The Superintendent (or the Superintendent's designee),on behalf of the District,shall award the Notes or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. The District's financial advisor is hereby delegated the responsibility of receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the District and the County. Consent is hereby given for Zions National Bank, the parent company of Kelling, Northcross & Nobriga, the District's financial advisor, to submit a bid for purchase of the Notes and to acquire or participate in the purchase of the Notes. 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. -3- (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 Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes 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 Notes would have caused the Notes 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 Notes from the gross income of the registered owners of the Notes 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. 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 Disclosure. 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 10. No Temporary Transfers. 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 2001-2002 fiscal year. Section 11. Further Authorization. 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 & -4- Thimmig LLP, and an agreement for financial advisory services by and between the District and Kelling,Northcross&Nobriga,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 Notes, including but not limited to printing 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 Notes, and any 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 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 2nd day of May, 2001, by the following vote: AYES, and in favor of, Board Members: Carney, Coppersmith, Tobias, Wanken & Wood NOES, Board Members: None ABSENT, Board Members: None By Secretary of the Board of Trustees -5- BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA RESOLUTION NO. 2001/240 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 AND THE ISSUANCE AND SALE OF 2001 TAX AND REVENUE 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 Lav, 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 possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Supervisors (the "Board") of Contra Costa County (the "County")has received from the Board of Trustees of the Antioch Unified School District (the "District") a resolution finding and determining that it is desirable that the District borrow finds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Sectim 3. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85°0) 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 2001-2002, and available for the payment of said notes and the interest thereon (as hereinafter provided). Settlor 4. Authorization and Terms 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 2001-2002, and not pursuant to any common plan of financing, and subject to the receipt by the Board of a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, tinder and pursuant to the provisions of the Lav, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twelve million dollars ($12,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Antioch Unified School District (Contra Costa County, California) 2001 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 fifteen months 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 principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section S. Form of Notes; Book Entry Only System. The Notes shall be issued in fully registered form,without coupons, and shall be be 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. "CUSIP" identification numbers shall be imprinted on the Notes,but such nu nbers 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 ntunbers 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 Notes shall be registered in the name of Cede& Co., as noininee for DTC. The Notes shall be initially executed and delivered in the form of a single hilly registered Note 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 Notes 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 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 stun 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 UTC 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 ♦ 1 under applicable law. Under such circuunstances (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 Notes 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 Note 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 shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 6. Use of Proceeds; Investment of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds Ruud (the "Proceeds Fund") 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 Treasurer-Tax Collector (the "Treasurer") or such other appropriate investment officer of the County, in the County investment pool or directly in investment securities in accordance with District directive as permitted by the .laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Superintendent (or his designee) (in either case, an "Authorized Officer") of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement; and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes, specifying that, in the event the long- term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days, deliver to a third party, collateral in the form of direct and general obligations of the United States of America, or obligations that are -unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104% of the principal amount of the investment agreement and/or senior debt and mortgage-backed obligations of FNMA or FHLMC in an amount not less than 105",% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long- term rating category,without regard to rating subcategories,such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. Proceeds may also be invested in the Local Agency Investment Fund. Section 7. Securi . 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 2001-2002. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 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 inean 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 8. Repayment Fund; Investment of Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer separate and distinct from all other County and District funds and accounts designated the "Antioch Unified School District (Contra Costa County, Califon-Lia) 2001 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 solely for the purposes for which the Repayment Fond 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, April and May, 2002, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer 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 Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fttnd 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. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the Treasurer, or such other appropriate investment officer of the County, directly in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. 4 In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Authorized Officer of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement;and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes,specifying that, in the event the lonb term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days, deliver to a third party collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 1049% of the principal amount of the investment agreement; and further specifying that, in the event the lonb term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long-term rating category, without regard to rating subcategories, such investment agreement shall, at the option of the District, terminate, and the fill principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. The Treasurer may also invest the Repayment Fund in the Local Agency Investment Fund. 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. Execution of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer 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 10. Transfer of 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 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, accompanied by delivery of a written instruunent of transfer in a form approved by the Treasurer,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. 5 Section 12. Note Register. The Treasurer 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 shall register or transfer or cause to be registered or transferred, on said books, 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. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer, 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 upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer and the Treasurer shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes 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. Notes Mutilated, Lost, Destroyed or Stolen. If anv Note shall become mutilated the Treasurer, at the expense of the registered owner of said Note, 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 of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer shall be canceled by it and delivered to, or upon the order of, the Treasurer. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer and, if such evidence be satisfactory to the Treasurer and indemnity satisfactory to it shall be given, the Treasurer, 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 may require payment of a suun 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 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 Notes have existed, happened and been performed in due time, form and manner as required 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 the District and their 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_ 6 Section 16. Sale of Notes. The Board acknowledges that the District's Resolution provides that: (A) The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which Kellulg, Northcross & Nobriga (the "Financial Advisor") and the Authorized Officer are thereby authorized to prepare,consistent with the District's Resolution. (B) The Authorized Officer is thereby directed to execute the Official Notice of Sale, and to arrange for the publication of a notice of intention to sell the Notes. The Authorized Officer is thereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The Authorized Officer is thereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. The County Board relies upon the District and its Authorized Officer to properly carry out all proceedings in connection with the selection of a purchaser of the Notes. The County takes no responsibility for conducting the sale of the Notes. (C) Zion: First National Bank, parent company of the Financial Advisor, has been authorized by the District to submit a bid for the Notes. Section 17. Preparation of the Notes; Execution of Closing Documents. Jones Hall, A Professional Lav Corporation, as bond counsel to the District, is directed to cause suitable Notes 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 Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer on behalf of the District. The Treasurer or any other officer of the County are further authorized and directed to J make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form 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 13. Limited Liabilitv. Notwithstanding anything to the contrary contained herein, in the Notes 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 Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 7 hereof. 7 I, June L. McHuen, DeDuty Clerk of the Board of Supervisors of the County of Contra Costa, State of California, do hereby certify that the foregoing Resolution was regularly introduced, passed and adopted by said Board at a regular meeting held on the 22 day of May , 2001, on motion of Supervisor Gioia and second of Supervisor Glover by the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSTAINED: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE Clerk oft e Board of Supervisors By J 4 8 RESOLUTION 2001/240 EXHIBIT A FORM OF NOTE Board of Supervisors of Contra Costa County, California in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 2001 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: °'o _ 2001 July 2001 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The ANTIOCH UNIFIED 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 "Owner"), on the Maturity Date stated above, the Principal Stun stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per anntun 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 22, 2001 (the "Resolution"), and pursuant to Article 7.6 (commencing 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 2001-2002. 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 Notes to be received by the County on behalf of the District in January, 2002, (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, 2002, 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, 2002 (such pledged Exhibit A Page 1 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 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. 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 Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the mariner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. 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. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the District or the County for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY-TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as 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 Treasurer 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 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 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 ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2000-01-22 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Antioch Unified 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 $12,000,000 with respect to fiscal year 2001-2002 for authorized purposes of the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Re uest. 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 $12,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Pl�e. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 3. Approval of Issuance Resolution. The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Antioch Unified School District for Fiscal Year 2001-2002 and the Issuance and Sale of 2001 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 4. Official Statement. The Board of Trustees hereby authorizes the preparation by Kelling, Northcross & Nobriga (the "Financial Advisor") of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the Financial Advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent and the Associate Superintendent, Business (herein, each an "Authorized Officer') 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 Authorized Officer 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 Authorized Officer 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 Notes, 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 Authorized Officer shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 5. Sale of the Notes. The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which the Financial Advisor and the Authorized Officer are hereby authorized to prepare, consistent with this Resolution. The Authorized Officer is hereby directed to cause Jones Hall, as bond counsel to the District, to arrange for the publication of a notice of intention of the sale of the Notes in The Bond Buyer, at least 15 days before the sale of the Notes. The Authorized Officer is hereby directed to execute the Official Notice of Sale. The Authorized Officer is hereby authorized and directed to open the bids at the time and place specified in the Official Notice .of Sale. The Authorized Officer is hereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. Zions First National Bank, parent company of the Financial Advisor, is hereby authorized by the District to submit a bid for the Notes. -2- Section 6. 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 Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes 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 Notes would have caused the Notes 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 Notes from the gross income of the registered owners of the Notes 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. For purposes of this Section 6, 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 7. Continuing Disclosure. 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 7, 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 7, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 8. No Temporary Transfers. 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 to make temporary transfers of funds in the custody of the County Treasurer to meet any obligations of the District during the 2001-2002 fiscal year. Section 9. Further Authorization. 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 -3- Authorized Officer, the Clerk 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 Authorized Officer to execute an agreement for bond counsel services by and between the District and Jones Hall, A Professional Law Corporation, and an agreement for financial advisory services by and between the District and Kelling, Northcross&Nobriga,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 Notes, including but not limited to printing 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 Notes, and any 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 10. 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 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 11. 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 Antioch Unified School District held on the 25th day of April, 2001, by the following vote: AYES, and in favor of, Board Members: 5 NOES, Board Members: 0 ABSENT, Board Members: 0 r By Clerk of the B and of Trustees -4- 4 I 1119 BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA RESOLUTION NO. 2001/240 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 AND THE ISSUANCE AND SALE OF 2001 TAX AND REVENUE 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 Lav, 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 possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Supervisors (the 'Board") of Contra Costa County (the "County")has received from the Board of Trustees of the Antioch Unified School District (the "District") a resolution finding and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Sectioru 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Sectio>> 3. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85°x) 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 2001-2002, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 4. Authorization and Terms 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 2001-2002, and not pursuant to any common plan of financing, and subject to the receipt by the Board of a resolution finning and determining that it is desirable that the District borrow funds in an amount not to exceed $12,000,000 with respect to the fiscal year 2001-2002 for authorized purposes of the District, and requesting that the Board 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 $12,000,000, under and pursuant to the provisions of the Law, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Twelve million dollars ($12,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Antioch Unified School District (Contra Costa County, California) 2001 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 fifteen months 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 principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 5. Form of Notes: Book Entr,� Only System. 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. "CUSIP" identification numbers shall be imprinted on the Notes,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 Notes shall be registered in the name of Cede & Co., as norninee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note 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 Notes 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 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 tinder 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 2 under applicable lay. 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 Notes 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 Note 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 shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 6. Use of Proceeds; Investment of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund (the "Proceeds Fund") 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 Treasurer-Tax Collector (the "Treasurer") or such other appropriate investment officer of the County, in the County investment pool or directly in investment securities in accordance with District directive as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. In the alternative, the Treasurer shall, at the written direction of the District, transfer hinds to the provider of an investment agreement upon the written recommendation of the Superintendent (or his designee) (in either case, an "Authorized Officer") of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement; and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes, specifying that, in the event the long- term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-teml rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days,deliver to a third party, collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104%, of the principal amount of the investment agreement and/or senior debt and mortgage-backed obligations of FNMA or FHLMC in an amount not less than 1059% of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long- term ongiterm rating category,without regard to rating subcategories,such investment agreement shall, at the option of the District, terminate, and the full principal amount invested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. Proceeds may also be invested in the Local Agency Investment Fund. Section 7. Security. 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 2001-2002. 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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 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 8. Repayment Fund; Investment of Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer separate and distinct from all other County and District funds and accounts designated the "Antioch Unified School District (Contra Costa County, California) 2001 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 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, April and May, 2002, all Pledged Revenues shall be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer 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 Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes 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. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the Treasurer, or such other appropriate investment officer of the County, directly in investments as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer or such other appropriate investment officer of the County shall establish. 4 In the alternative, the Treasurer shall, at the written direction of the District, transfer funds to the provider of an investment agreement upon the written recommendation of the Authorized Officer of the District, provided that such investment agreements are: (i) issued or guaranteed by an entity the corporate debt of which at the time of investment is rated in one of the two highest long-term rating categories by Moody's Investors Service and Standard & Poor's Ratings Services; or (ii) issued or guaranteed by an insurance company with a claims-paying rating at the time of investment in one of the two highest long-term rating categories of Moody's Investors Service and Standard & Poor's Ratings Services; provided further that any rating agency maintaining a rating on the Notes shall be notified in writing by the District prior to the District entering into said investment agreement;and provided further that any such investment agreement shall contain provisions satisfactory to any rating agency maintaining a rating on the Notes,specifying that, in the event the long-term debt rating of the provider of the investment agreement is downgraded by either Moody's Investors Service or Standard & Poor's Ratings Services to below said rating agency's second highest long-term rating category, without regard to rating subcategories, the provider of such investment agreement shall, within ten (10) days, deliver to a third party collateral in the form of direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the full faith and credit of the United States of America, in the amount of not less than 104° of the principal amount of the investment agreement; and further specifying that, in the event the long-term debt rating of the provider of the investment agreement is withdrawn, suspended or downgraded by either Moody's I.nvestors Service or Standard & Poor's Ratings Services to below said rating agency's third highest long-term rating category, without regard to rating subcategories, such investment agreement shall, at the option of the District, terminate, and the full principal amount Lin ested thereunder, together with any interest accrued thereon, shall be paid to the District or the Treasurer within two (2) business days of such downgrade. The Treasurer may also invest the Repayment Fund in the Local Agency Investment Fund. 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. Execution of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer or one or more of his duly authorized deputies, and the manual or facsimile couumter-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 10. Transfer of 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 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, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 1.1. Exchange of Notes. Notes may be exchanged at the office of the Treasurer for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer 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 shall register or transfer or cause to be registered or transferred, on said books, 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. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed,lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer, 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 upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer and the Treasurer shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes 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. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer, at the expense of the registered owner of said Note, 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 of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer shall be canceled by it and delivered to, or upon the order of, the Treasurer. If anv Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer and, if such evidence be satisfactory to the Treasurer and indemnity satisfactory to it shall be given, the Treasurer, 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 may require payment of a stun 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 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 Notes have existed, happened and been performed in due time, form and manner as required by lacy, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the planner and upon the terms provided in this Resolution. The Board and the District and their 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. 6 Section 16. Sale of Notes. The Board acknowledges that the District's Resolution provides that: (A) The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which Kelling, Northcross & Nobnga (the "Financial Advisor") and the Authorized Officer are thereby authorized to prepare, consistent with the District's Resolution. (B) The Authorized Officer is thereby directed to execute the Official Notice of Sale, and to arrange for the publication of a notice of intention to sell the Notes. The Authorized Officer is thereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale. The Authorized Officer is thereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. The County Board relies upon the District and its Authorized Officer to properly carry out all proceedings in connection with the selection of a purchaser of the Notes. The County takes no responsibility for conducting the sale of the Notes. (C) Zioms First National Bank, parent company of the Financial Advisor, has been authorized by the District to submit a bid for the Notes. Section 17. Preparation of the Notes; .Execution of Closing Documents. Jones Hall, A Professional Law Corporation, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the Baine 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 Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer on behalf of the District. The Treasurer or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form 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. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein, neither the Cotulty nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 7 hereof. 7 I' June L. Mclfuen, Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California, do hereby certify that the foregoing Resolution was regularly introduced, passed and adopted by said Board at a regular meeting held on the 22 day of MaY , 2001, on motion of Supervisor Gioia and second of Supervisor Glover by the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSTAINED: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE Clerk of he Board of Supervisors By S RESOLUTION 2001/240 EXHIBIT A FORM OF NOTE Board of Supervisors of Contra Costa County, California in the Name of the ANTIOCH UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 2001 TAX AND REVENUE AiNTICIPATION NOTE INTEREST RATE: ,MATURITY DATE: ISSUE DATE: CUSIP: ---_-% _--, 2001 July _, 2001 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The ANTIOCH UNIFIED 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 "Chvner"), on the Maturity Date stated above, the Principal Stun stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful monev 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 22, 2001 (the "Resolution"), and pursuant to Article 7.6 (commencing 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 lav, 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 2001-2002. 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°4,) of the principal amount of the Notes to be received by the County on behalf of the District m January, 2002, (b) in an amount equal to fifty percent (50%0) of the principal amount of the Notes to be received by the County on behalf of the District in April, 2002, 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, 2002 (such pledged Exhibit A Page 1 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 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. 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 Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note 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 Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. 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. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the District or the County for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL .in as much as 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 Treasurer 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 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 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 c(ange whatsoever. Signature Guaranteed: Note:Signature(s)must be guaranteed by a qualified guarantor. Exhibit A Page 3 ANTIOCH UNIFIED SCHOOL DISTRICT RESOLUTION NO. 2000-01-22 RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE ANTIOCH UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 2001-2002 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$12,000,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Antioch Unified 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 53 850) 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 $12,000,000 with respect to fiscal year 2001-2002 for authorized purposes of the District, NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Request. 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 $12,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Pledge.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) 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, 2002, (b) 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, 2002, and (c) 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, 2002 (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 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 3. Approval of Issuance Resolution. The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Antioch Unified School District for Fiscal Year 2001-2002 and the Issuance and Sale of 2001 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 4. Official Statement. The Board of Trustees hereby authorizes the preparation by Kelling, Northcross &Nobriga (the "Financial Advisor") of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the Financial Advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent and the Associate Superintendent, Business (herein, each an "Authorized Officer') 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 Authorized Officer 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 Authorized Officer 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 Notes, 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 Authorized Officer shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Section 5. Sale of the Notes. The Notes will be sold by competitive bid and awarded as set forth in an Official Notice of Sale, which the Financial Advisor and the Authorized Officer are hereby authorized to prepare, consistent with this Resolution. The Authorized Officer is hereby directed to cause Jones Hall, as bond counsel to the District, to arrange for the publication of a notice of intention of the sale of the Notes in The Bond Buyer, at least 15 days before the sale of the Notes. The Authorized Officer is hereby directed to execute the Official Notice of Sale. The Authorized Officer is hereby authorized and directed to open the bids at the time and place specified in the Official Noticed Sale. The Authorized Officer is hereby authorized and directed to receive and record the receipt of all bids made pursuant to the Official Notice of Sale, to cause said bids to be examined for compliance with the Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in the Official Notice of Sale, to announce the bidder of the lowest true interest cost, and to award the sale to said bidder. Zions First National Bank, parent company of the Financial Advisor, is hereby authorized by the District to submit a bid for the Notes. -2- Section 6. 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 Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Notes 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 Notes would have caused the Notes 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 Notes from the gross income of the registered owners of the Notes 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. For purposes of this Section 6, 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 7. Continuing Disclosure. 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 7, 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 7, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 8. No Temporary Transfers. 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 to make temporary transfers of funds in the custody of the County Treasurer to meet any obligations of the District during the 2001-2002 fiscal year. Section 9. Further Authorization. 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 -3- Authorized Officer, the Clerk 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 Authorized Officer to execute an agreement for bond counsel services by and between the District and Jones Hall, A Professional Law Corporation, and an agreement for financial advisory services by and between the District and Kelling, Northcross&Nobriga,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 Notes, including but not limited to printing 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 Notes, and any 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 10. 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 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 11. Effective Date. This resolution shall take effect from and after its adoption. I hereby certify that the foregoing resolution was dWy adopted at a meeting of the Board of Trustees of the Antioch Unified School District held on the 25th day of April, 2001, by the following vote: AYES,and in favor of, Board Members: 5 NOES, Board Members: 0 ABSENT, Board Members: 0 r By Clerk of the B and of Trustees -4-