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HomeMy WebLinkAboutMINUTES - 04142007 - C.92 6 TO: BOARD OF SUPERVISORS SEL Contra c,•- , . _. FROM: JOHN CULLEN, COUNTY ADMINISTRATOR -' = z Costa DATE: x� - �• �� August 14, 2007 ` G County Pv "1 COUri'� SUBJECT: PITTSBURG UNIFIED SCHOOL DISTRICT C. GENERAL OBLIGATION BONDS SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: ADOPT Resolution 2007/440 authorizing, on behalf of Pittsburg Unified School District, the sale and issuance of General Obligation Bonds, Election of 2006, Series A, in a principal amount not to exceed $25,000,000. FISCAL IMPACT There is no fiscal impact to the County. BACKGROUND Under state law, the Contra Costa County Board of Supervisors is required to authorize the sale and issuance of General Obligation bonds for school districts within the County. No financial obligation is assumed with these authorizations. The School District is issuing these bonds on authority granted by voter approval on November 7, 2006. CONSEQUENCES OF NEGATIVE ACTION Without the Contra Costa County Board of Supervisors authorization, the School District would not be able to issue the bonds, thereby delaying or preventing the implementation of projects approved by voters. CONTINUED ON ATTACHMENT: X YES SIGNATURE: ---- --------------------------- -- ------- --- --------------- - -- -- ✓RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE _�PPROVE OTHER SIGNATURE(S); -------------------------------- ------------ --- --------------------------------------------------------------- ------------------------------------------ ACTION OF B AR ON Z PPROVE AS RECOMMENDED OTHER VOT OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN UNANIMOUS(ABSENT Ali AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: ATTESTED CONTACT: Lisa Driscoll(925-335-1023) JOHN LLEN,CLERK OF THE BOARD OF SUPE VISORS AND COUNTY ADMINISTRATOR CC: County Administrator Treasurer-Tax Collector Mark Quint (via CAO) BY DEPUTY n CONTRA COSTA COUNTY RESOLUTION NO. 2007/440 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA, PROVIDING FOR AUTHORIZATION OF ISSUANCE AND SALE OF PITTSBURG UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2006, SERIES A, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 RESOLVED, by the Board of Supervisors (the "Board") of Contra Costa County, California (the "County"), as follows: WHEREAS, an election was regularly held in the Pittsburg Unified School District (the "District") on November 7, 2006, at which a proposition was submitted to the electors of the District to authorize the District to issue and sell bonds of up to $85,000,000 in aggregate principal amount to build new classrooms at Pittsburg high schools, emphasize science, technology, and vocational rooms, separate ninth and tenth grade classrooms and facilities, upgrade cafeteria and library, renovate restrooms, and upgrade electrical and plumbing systems (collectively,the"Project"),and, as set forth in the Bond project list: Pittsburg High School • Build new permanent classrooms,emphasizing science and computer/vocational labs. • Build new separate classrooms and facilities to better accommodate ninth and tenth grade students. • Upgrade the high'school electrical systems in order to improve student access to computers and technology. • Replace aging plumbing and renovate restrooms. • Expand and upgrade vocational and career technology classrooms. • Renovate support facilities and administrative offices. • Upgrade heating and ventilating systems. • Buy new classroom desks,chairs and tables. • Build a new library and cafeteria. Riverside High School • Create new-classrooms,including science and technology/vocational labs. • Improve heating,ventilating,plumbing,and electrical systems. Other Projects • Construct classrooms and support facilities necessary to meet expanding student population. • Remove hazardous materials,e.g.,asbestos,lead,etc.,where necessary • Provide other improvements to comply with access requirements of the Americans with Disabilities Act. 2007/440 • Furnish and equip newly constructed and.renovated classrooms and facilities. • Perform site work (including demolition) as necessary in connection with new construction or installation or removal of relocatable classrooms. • Rent or construct temporary classrooms (including relocatables) as needed to house students displaced during construction. WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds, payable from the levy of an ad valorem tax against the taxable property in the District (the "Bonds"); WHEREAS, the Board has received a resolution of the Governing Board of the District requesting the issuance of the first series of Bonds in the aggregate principal amount of not to exceed $25,000,000 to be entitled Pittsburg Unified School ,District (Contra Costa County, California) General Obligation Bonds, Election of 2006, Series A (the "Series A Bonds"), for the purpose of raising funds needed to finance a portion of the Project and other authorized costs; and WHEREAS, in its resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series A Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County,State of California,as follows: Section 1. Purpose of Series A Bonds. That for the purpose of raising money for real property acquisition or improvements, namely: (a) for the purpose of raising funds needed for the Project, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith, the Board hereby authorizes the issuance of the Series A Bonds. Section 2. Official Notice of Sale. The Official Notice of Sale for the Series A Bonds is hereby approved., such notice to be substantially in accordance with the Official Notice of Sale attached hereto as Exhibit A and by this reference incorporated herein (the "Official Notice of Sale"). Section 3. Publication of Notice of Intention to Sell Bonds. The Clerk of the Board hereby authorizes and directs the District to cause to be published the Notice of Intention to Sell Bonds in substantially the form attached hereto as Exhibit B,in the Bond Buffer. Section 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series A Bonds shall be as specified in said Official Notice of Sale. Section 5. Furnishing of Official Notice of Sale. The Clerk of the District and the financial advisor to the District, KNN Public Finance (the "Financial Advisor"), are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of said Official Notice of Sale. 2007/440 -2- Section 6. General Authorization. The Treasurer-Tax Collector of the County (the "Treasurer-Tax Collector") hereby authorizes and directs an authorized officer of the District to open the bids at the time and place specified in said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest total true interest cost as provided in said Official Notice of Sale, and to award the sale of the Series A Bonds to the best bidder within twenty-six (26) hours following the time set for receipt of bids. Notwithstanding the foregoing sentence, however, in the event that no acceptable bids are received for the sale of the Series A Bonds, then the Treasurer-Tax Collector hereby authorizes and directs an authorized officer of the District to proceed with the negotiated sale of the Series A Bonds upon such terms and conditions as such authorized officer of the District shall deem advisable. Section 7. Series A Bond Terms. The Series A Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of$5,000 each or any integral multiple thereof, and shall be dated as of their date of delivery. The Series A Bonds shall bear interest from the date of the Series A Bonds to maturity of each of the Series A..Bonds at a rate or rates not in excess of eight percent (8%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2008, until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and.on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 2008, in which event it shall bear interest from its date of delivery. The Series A Bonds shall mature (or, alternatively,be subject to mandatory sinking fund redemption as hereinafter provided) on August 1 of the years and in the amounts as shall be determined by the District prior to the award of the Series A Bonds to the successful bidder therefor. Section 8. Redemption of Series A Bonds. (a) Optional Redemption. The Series A Bonds maturing on or before August 1, 2017, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1, 2018, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2017, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without a premium. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid and in the respective principal amounts as set forth in. Section 7, at a redemption price equal to one hundred percent (100%) of the principal 2007/440 -3- amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent (as defined in Section 10 hereof). (c) Selection of Bonds for Redemption. If less than all of the Series A Bonds shall be called for redemption, the particular Series A Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and, in lieu of such direction, in inverse order of their maturity. Within a maturity, the Paying Agent shall select the Series A Bonds for redemption by lot; provided, however, that the portion of any Series A Bond to be redeemed shall be in the principal amount of five thousand dollars ($5,000) or some integral multiple thereof and that, in selecting Series A Bonds for redemption, the Paying Agent shall treat each Series A Bond as representing that number of Series A Bonds which is obtained by dividing the principal amount:of such Series A Bond by five thousand dollars ($5,000). (d) Notice of Redemption. The Paying Agent shall give notice of the redemption of the Series A Bonds at the expense of the District. Such notice shall specify: (a) that the Series A Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Series A Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series A Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Series A Bond to be redeemed, the portion of the principal amount of such Series A Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series A Bonds, or if the registered owner is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices, and by first class mail, postage prepaid, to the District and County and the respective owners of any registered Series A Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least thirty (30) days, but not more than sixty (60) days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for tl.1e redemption of such Series A Bonds. (e) Partial Redemption of Bonds. Upon the surrender of any Series A Bond redeemed in part only, the Paying Agent shall execute and deliver to the registered owner thereof a new Bond or Bonds of like tenor and maturity and of authorized denominations equal in aggregate principal amount: to the unredeemed portion of the Series A Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such registered owner, the County, the Paying Agent and the District shall be released and discharged thereupon from all liability to the extent of such payment. 2007/440 -4- (f) Effect of Redemption. Notice having been given as aforesaid, and the moneys for the redemption (including the interest to the applicable date of redemption) having been set aside with the County for such purpose, the Series A Bonds to be redeemed shall become due and payable on such date of redemption. If on such redemption date, money for the redemption of all the Series A Bonds to be redeemed as provided in this Section 8, together with interest to such redemption date shall be held by the Treasurer-Tax Collector so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series A Bonds to be redeemed shall cease to accrue and become payable. All money held by or on behalf of the Treasurer-Tax Collector for the redemption of Series A Bonds shall be held in trust for the account of the registered owners of the Series A Bonds so to be redeemed. All Series A Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section 8 shall be canceled upon surrender thereof and be delivered to or upon the order of the County and the District. All or any portion of a Series A Bond purchased by the County or the District shall be canceled by the Paying Agent. Series A Bonds (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Paying Agent, inform satisfactory to it, and sufficient moneys shall be held by the Treasurer-Tax Collector irrevocably in trust for the payment of the redemption price of such Bonds or portions thereof, all as provided in this resolution, then such Series A Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. Section 9. Execution of Bonds. The Series A Bonds shall be signed by the manual or facsimile signatures of the Chair of the Board of Supervisors, the Clerk of the Board and the Treasurer-Tax Collector, and the seal of the County shall be reproduced thereon. No Series A Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this resolution unless and until the certificate of authentication printed on the Series A Bond is signed by the Paying Agent as authenticating agent, that the Series A Bond as authenticated has been duly issued, signed and delivered under this resolution and is entitled to the security and benefit of this resolution. Section 10. Avpointment of Pang Agent. The Board hereby appoints The Bank of New York Trust Company, N.A., San Francisco, California, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this resolution by giving at least 60 days' written notice to the District and the Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the Treasurer-Tax Collector and signed by the 2007/440 -5- District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer-Tax Collector, which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least$50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the Treasurer-Tax Collector, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor, to the Treasurer-Tax Collector. In the event that for any reason there shall be a vacancy in the office of the Paying Agent, the Treasurer-Tax Collector shall act as the Paying Agent. The County shall promptly cause to be published at District expense in an Authorized Newspaper the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 11. Payment of Principal and Interest. The principal of and interest on the Series A Bonds shall be payable in lawful money of the United States of.America without deduction for the services of the Paying Agent. Principal shall be payable when due upon presentation and surrender of the Series A Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series A Bond shall be paid on each Interest Payment Date by check or draft mailed by first class mail to the person in whose name the Series A Bond was registered, and to that person's address appearing on the Bond Register (as defined in Section 12 below) at the close of business on the 15th day of the calendar month next preceding such Interest Payanent Date (a"Record Date"). Section 12. Bond Registration and Transfer. If the book entry system is no longer in effect as provided in Section 14, the District shall cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of the Series A Bonds as provided in this Section (the `Bond Register"). while such book entry system is in effect, such books need not be kept, as the Series A Bonds will be represented by one Bond for each maturity registered in the name of Cede & Co., as nominee for DTC. Subject to the provisions of Section 11 above, the person in whose name a Series A Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series A Bond for all purposes of this resolution. Payment of or on account of the principal of and interest on any Series A Bond shall be made only to or upon the order of that person; neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series A Bonds, including interest,to the extent of the amount or amounts so paid. 2007/440 -6- Any Series A Bond may be exchanged for Series A Bonds of a like maturity in any authorized denomination, upon presentation and surrender at the office of the Paying Agent designated for such purpose, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Paying Agent. Any Bond may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Series A Bonds or if DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the District to deliver Bond certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of this Section 12, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Neither the District, the County nor the Paying Agent will be required: (a) to issue or transfer any Series A Bonds during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of Series A Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given, or (b) to transfer any Series A Bonds which have been selected or called for redemption in whole or in part. Section 13. Form of Bond. The Series A Bonds shall be in substantially the form set forth in Exhibit C attached hereto and incorporated herein, allowing those officials executing the Series A Bonds to make the insertions and deletions necessary to conform the Series A Bonds to this resolution and the winning bid for the Series A Bonds. Section 14. Book-Entry System. Except as provided below, the owner of all of the Series A Bonds shall be The Depository Trust Company, New York, New York ("DTC'), and the Series A Bonds shall be registered in the name of Cede &Co., as nominee for DTC. The Series A Bonds shall be initially executed and delivered in the form of a single fully registered Series A Bond for each maturity date of the Series A Bonds in the full aggregate principal amount of the Series A Bonds maturing on such date. The County, the Paying Agent and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Series A Bonds registered in its name for all purposes of this resolution, and neither the County, the Paying Agent nor the District shall be affected by any notice to the contrary. The County, the Paying Agent and the District shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Series A Bonds under or through DTC or a Participant, or any other person which is not shown on the register of the District as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Series A Bonds. The County and the District shall cause to be paid all principal and interest with respect to the Series A Bonds only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Series A Bonds to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Series A Bond. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new nominee in 2007/440 -7- place of Cede & Co., the term "Cede & Co." in this resolution shall refer to such new nominee of DTC. If the District determines that it is in the best interest of the beneficial owners that they be able to obtain Series A Bonds and delivers a written certificate to DTC and the County to that effect, DTC shall notify the Participants of the availability through DTC of Series A Bonds. .In such event, the County shall issue, transfer and exchange Series A Bonds as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series A Bonds at any time by giving notice to the District and the County and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the County shall be obligated to deliver Series A Bonds as described in this resolution. Whenever DTC requests the District and the County to do so, the District and the County will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Series A Bonds evidencing the Series A Bonds to any DTC Participant having Series A Bonds credited to its DTC account or (b) arrange for another securities depository to maintain custody of certificates evidencing the Series A Bonds. Notwithstanding any other provision of this resolution to the contrary, so long as any Series A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Series A Bond and all notices with respect to such Series A Bond shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Series A Bonds. Section 15. Establishment of Funds and Accounts; Delivery of Series A Bonds; Disposition of Proceeds of the Series A Bonds. (a) Establishment of Funds and Accounts. (i) Building Fund. A fund, to be known as the "Pittsburg Unified School District, General Obligation Bonds, Election of 2006, Series A, Building Fund" (the "Building Fund"), is hereby created and established within the County Treasury, which fund shall be accounted for separate and distinct from all other District and County funds. Moneys deposited therein shall be used solely for the purpose for which the Series A Bonds are being issued and shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The interest earned on the moneys deposited to the Building Fund shall be retained in the Building Fund and used for the purposes thereof. Moneys held in the Building Fund shall be invested by the County in any one or more investments generally permitted to school districts under the laws of the State of California, consistent with the investment policy of the County and this resolution (the 'Building Fund Permitted Investments"). The Building Fund Permitted Investments shall specifically include: (a) the County Pooled Investment Fund and (b) at the request of the District, (i) the Local Agency Investment Fund maintained by the Treasurer of the State of California; (ii) other investments permitted under section 53601 of the California Government Code; and (iii) investment agreements with financial institutions with senior unsecured credit ratings in one of the two highest rating categories (without regard to any refinement or gradation of such rating category by a 2007440 -8- plus or minus or a numeral) from one or more nationally recognized statistical rating organization then rating the Bonds. In regard to any investments requested by the District specified in clauses (b)(i), (b)(ii) or (b)(iii) above, the County may decline the request of the District upon any reasonable basis, including, specifically, any concerns of the County regarding the legality, structure or appropriateness of the investment vehicle generally or the process proposed for the bidding or the execution of the investment. Consent by the County to a request by the District to use any investments requested by the District specified in clauses (b)(i), (b)(ii) or (b)(iii) above shall in no way imply any endorsement by the County of such investment and the County assumes no liability for the results of such investment or of the provider thereof. (ii) Interest and Sinking Fund. A fund, to be known as the "Pittsburg Unified School District, General Obligation Bonds, Election of 2006, Interest and Sinking Fund" (the "Interest and Sinking Fund"), is hereby created and established within the County Treasury, which fund shall be accounted for separate and distinct from all other District and Comity funds. Moneys deposited therein shall be used only for payment of principal and interest on the Bonds. Any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be transferred to the Interest and Sinking Fund and applied to the payment of principal and interest on the Series A Bonds at the direction of the District. If, after payment in full of the Series A Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. Notwithstanding the foregoing provisions of this Section 15, any excess proceeds of the Series A Bonds not needed for the authorized purposes set forth herein for which the Series A Bonds are being issued shall be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law, including but not limited to the requirements of federal tax law (if any) relating to the yield at which such proceeds are permitted to be invested. Moneys held in the Interest and Sinking Fund shall be invested by the County in the County Pooled Investment Fund. (b) Delivenj of Series A Bonds. The proper officials of the District shall cause the Series A Bonds to be prepared and, following their sale, shall have the Series A Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series A Bonds, to the original purchaser upon payment of the purchase price in funds which are immediately available to the Paying Agent. (c) Disposition of Proceeds of tyre Series A Bonds. On the date of delivery of the Series A Bonds (the "Closing Date"), the proceeds of sale of the Series A Bonds shall be paid by the original purchaser to the Treasurer-Tax Collector of the County. The Treasurer-Tax Collector of the County shall deposit such amounts as follows: (i) An amount equal to the premium, if any, paid by the original purchaser shall be deposited in the Interest and Sinking Fund;and (ii) The remaining amounts shall be deposited in the Building Fund. 2002/440 -9- The original purchaser of the Series A Bonds, as a condition of its bid for the Series A Bonds, has agreed to pay costs of issuance in an amount up to $120,000. To the extent that costs of issuance result in an amount less than $120,000 but the original purchaser nonetheless elects to pay to the District the difference between $120,000 and the actual amount of costs of issuance, such excess amount shall constitute premium received from the original purchaser and shall be paid to the Treasurer-Tax Collector of the County for deposit in the Interest and Sinking Fund. (d) Unclaimed Moneys. Any money held in any fund or account created pursuant to this resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Series A Bonds remaining unclaimed for two years after the principal of all of the Series A Bonds has become due and payable (whether by maturity or upon prior redemption), shall be transferred to the Interest and Sinking Fund for the payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding,said moneys shall be transferred to the general fund of the District as provided and permitted by law. Section 16. Source of Payment. There shall be levied by the County on all the taxable property in the District, in addition to all other taxes, a continuing direct and ad valorem tax annually during the period the Series A Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series A Bonds when due, which moneys when collected will be placed in the Interest and Sinking Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series A Bonds when and as the same fall due. The moneys in the Interest and Sinking Fund, to the extent necessary to pay the principal of and interest on the Series A Bonds as the same become due and payable, shall be transferred by the County to the Paying Agent, as paying agent for the Series A Bonds, as necessary to pay the principal of and interest on the Series A Bonds. Section 17. Necessary Acts and Conditions. This Board determines that all acts and conditions necessary to be performed by the Board precedent to and in the issuing of the Series A Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series A Bonds.have been performed and have been met, in regular and due form as required by law; that the full faith and credit of the District are pledged for the timely payment of the principal of and interest on the Series A Bonds;and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series A Bonds. Section 18. Approval of Actions. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified,confirmed and approved. Section 19. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Series A Bonds 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 2007410 -i0- transactions contemplated hereby and the Series A Bonds shall be payable solely from the moneys of the District available therefor as set forth in Section 16 hereof. Section 20. Indemnification of County. The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees ("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 adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Series A Bonds in accordance herewith and with the District's resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 21. Limited Responsibility for Official Statement. Neither the Board nor any officer of the County has prepared or reviewed the official statement of the District describing the Series A Bonds (the "Official Statement"), and the Board and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for inclusion in the Official Statement and in a preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Series A Bonds that the information contained in such section does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. Section 22. Certified Copy to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this resolution to the Auditor-Controller of Contra Costa County. 2007/440 Section 23. Effective Date. This resolution shall take effect immediately upon its passage. ********** I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 14th day of August, 2007, by the following vote: AYES: Gioia,Uilkema, Bonilla,Glover and Piepho NOES: None ABSENT: --None— ABSTAIN: -None ABSTAIN: None L4a'ljr, oard of Supervisors ATTEST: AUGUST 14, 2007 By Cle , of Supervisors 2007/440 -12- EXHIBIT A FORM OF NOTICE OF SALE [TO BE ATTACHED PRIOR TO ADOPTION] Exhibit A Page 1 EXHIBIT B FORM OF NOTICE OF INTENTION TO SELL BONDS [TO BE ATTACHED PRIOR TO ADOPTION] Exhibit B EXHIBIT C FORM OF SERIES A BONDS PITTSBURG UNIFIED SCHOOL DISTRICT (Contra Costa County,California) GENERAL OBLIGATION BONDS ELECTION OF 2006, SERIES A .........................................................................................................................................................................................................................................., INTEREST RATE MATURITY DATE DATED DATE CUSIP ...............................................................................................................................................................................................................................................................................................................................< ............................%..P..er l , ................................... lust.l�......... 2007.............. REGISTERED OWNER:CEDE&CO. PRINCIPAL AMOUNT: DOLLARS The Pittsburg Unified School District (the "District") in Contra Costa County, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date,each as stated above,and interest thereon, calculated on a 30/360 day basis, until the Principal Amount is paid or provided for at the Interest Rate stated above, such interest to be paid on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2008. This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 2008, in which event it shall bear interest from the Dated Date specified above. Principal, interest and redemption premium (if any) are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond is registered (the "Registered Owner") on the Register maintained by The Bank of New York Trust Company, N.A., San Francisco, California (the "Paying Agent"). Principal and any redemption premium is payable upon presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent. Interest is payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the registered owner of this Bond by fust-class mail at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date(the"Record Date"). This Bond is one of a series of$25,000,000 of Bonds issued to (a) finance real property acquisition or improvements, namely: to build new classrooms at Pittsburg high schools, emphasize science, technology, and vocational rooms, separate ninth and tenth grade classrooms and facilities, upgrade cafeteria and library,renovate restrooms,and upgrade electrical and plumbing systems,and(b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith. The Board hereby authorizes the issuance of the Series A Bonds,and the requisite fifty-five percent vote of the electors of the District cast at a special election held on November 7,2006, upon the question of issuing Bonds in the amount of$85,000,000, and pursuant to the resolution of. the Governing Board of the District adopted on July 25,2007(the"District Resolution")and the resolution of the County Board of Supervisors adopted on August 14, 2007(the"Bond Resolution").This Bond and the issue of which this Bond is a part are payable Exhibit C Pagel as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District,which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered Bonds in the denominations of$5,000 or any integral multiple thereof.This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal corporate trust office of the Paying Agent,by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to. the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so,in a form satisfactory to the Paying Agent,all subject to the terms,limitations and conditions provided in the Bond Resolution. Any tax or governmental charges shall be paid by the transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. The Series A Bonds maturing on or before August 1, 2017, are not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1, 2018, are subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1,2017,at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption,without a premium. [If applicable:] The Bonds maturing on August 1, 20_ (the "Term Bonds") are also subject to mandatory sinking fund redemption on August 1 in the years, and in the amounts, as set forth in the following table, at a redemption price equal to one hundred percent (7.00%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption;provided,however,that if some but not all of the Term Bonds have been redeemed pursuant to the preceding paragraph, the aggregate principal amount of Term Bonds to be redeemed under this paragraph shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Redemption Date Principal August 1 Amount If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine;provided,however,that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by$5,000. If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities,unless otherwise directed by the District. The Paying Agent shall give notice of the redemption of the Bonds at the expense of the District. Such notice shall specify: (a) that the Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the Bonds to be redeemed, (c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date these shall become due and payable upon each Bond to be Exhibit C Page 2 redeemed, the portion of the principal amount of such Bond to be redeemed, together with interest accrued to said date, the redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service,postage prepaid, to the registered owner of the Bonds, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices and, by first class mail, postage prepaid, to the District,the County and the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least 30 days,but not more than 60 days, prior to the redemption date;provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds. Neither the District,the County nor the Paying Agent will be required: (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th calendar day next preceding either any Interest Payment Date or any date of selection of any Bond to be redeemed and ending with the close of business on the Interest Payment Date or a day on which the applicable notice of redemption is given,or(b)to transfer any Bond which has been selected or called for redemption in whole or in part Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The owner of this Bond assents, by acceptance hereof,to all of the provisions of the Bond Resolution. It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist, to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall be not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Paying Agent. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,Cede&Co.,has an interest herein. Exhibit C Page 3 IN WITNESS WHEREOF, the Pittsburg Unified School District, Contra Costa County, California, has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chair of the Board of Supervisors of Contra Costa County, the Clerk of said Board of Supervisors and the Treasurer-Tax Collector of Contra Costa County, and has caused the seal of the County to be affixed hereon,all as of the date stated above. [SEAL] CONTRA 4OSTA NTY jr of Byd of of Supervisors By Clerk of \e of Supervisors By Treasurer-Tax Collector CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Bond Resolution referred to herein. Date of Authentication: THE BANK OF NEW YORK TRUST COMPANY,N.A.,as Paying Agent By Authorized Signatory Exhibit C Page 4 FORM OF ASSIGNMENT For value received,the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Paying Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature(s) on this Assignment must eligible guarantor. correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Exhibit C Page 5 Quint &Thimmig LLP 06/20/07 06/25/07 07/09/07 PITTSBURG UNIFIED SCHOOL DISTRICT RESOLUTION NO. #n7-06 RESOLUTION OF THE BOARD OF EDUCATION OF THE PITTSBURG UNIFIED SCHOOL DISTRICT REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE AND SELL GENERAL OBLIGATION BONDS OF THE DISTRICT IN THE AGGREGATE PRINCIPAL AMOUNT OF $25,000,000 RESOLVED by the Governing Board (the 'Board") of the Pittsburg Unified School District (the "District"), Contra Costa County (the "County"), State of California; WHEREAS, this Board duly called and an election was regularly held in the District on November 7,2006, at which a proposition was submitted to the electors of the District to authorize the District to issue and sell bonds of up to $85,000,000 in aggregate principal amount to build new classrooms at Pittsburg high schools, emphasize science, technology, and vocational rooms, separate ninth and tenth grade classrooms and facilities, upgrade cafeteria and library, renovate restrooms, and upgrade electrical and plumbing systems (collectively, the "Project"), and, as set forth in the Bond project list: Pittsburg High School • Build new permanent classrooms, emphasizing science and computer/vocational labs. • Build new separate classrooms and facilities to better accommodate ninth and tenth grade students. • Upgrade the high school electrical systems in order to improve student access to computers and technology. • Replace aging plumbing and renovate restrooms. • Expand and upgrade vocational and career technology classrooms. • Renovate support facilities and administrative offices. • Upgrade heating and ventilating systems. • Buy new classroom desks, chairs and tables. • Build a new library and cafeteria. Riverside High School • Create new classrooms, including science and technology/vocational labs. • Improve heating, ventilating, plumbing, and electrical systems. Other Projects • Construct classrooms and support facilities necessary to meet expanding student population. • Remove hazardous materials, e.g., asbestos, lead, etc., where necessary • Provide other improvements to comply with access requirements of the Americans with Disabilities Act. • Furnish and equip newly constructed and renovated classrooms and facilities. • Perform site work (including demolition) as necessary in connection with new construction or installation or removal of relocatable classrooms. 16010.10 • Rent or construct temporary classrooms (including relocatables) as needed to house students displaced during construction. WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds, payable from the levy of an ad valorem tax against the taxable property in the District (the 'Bonds"); WHEREAS, the District wishes at this time to institute proceedings for the issuance and sale of the first series of Bonds in the aggregate principal amount of not to exceed $25,000,000 for the purpose of raising funds needed to finance a portion of the Project and other authorized costs; and WHEREAS, section 15140 of the California Education Code (the "Education Code") requires that general obligation bonds of the District shall be offered for sale by the board of supervisors of the county, the county superintendent of which has jurisdiction over the District, as soon as possible following receipt of a resolution adopted by the Board; NOW, THEREFORE, IT IS RESOLVED, DETERMINED AND ORDERED by the Governing Board of the Pittsburg Unified School District, as follows: Section 1. Request. The Board hereby requests the Board of Supervisors of the County (the 'Board of Supervisors") to issue the first series of the Bonds, to be designated the "Pittsburg Unified School District (Contra Costa County, California) General Obligation Bonds, Election of 2006, Series A" (the "Series A Bonds") in the aggregate principal amount of twenty-five million dollars ($25,000,000) for the purpose of raising money for the Project. Section 2. Series A Bond Terms. The Series A Bonds shall be issued as fully registered Bonds, without coupons, in the denominations of $5,000 each or any integral multiple thereof, and shall be dated as of their date of delivery. The Series A Bonds shall bear interest from their date of delivery to maturity of each of the Series A Bonds at a rate or rates not in excess of eight percent (8%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 2008, until the principal amount has been paid or provided for. Each Series A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated as of a business day following the 15th day of the month immediately preceding any Interest Payment Date and on or before such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) it is authenticated on or before January 15, 2008, in which event it shall bear interest from its date of delivery. The Series A Bonds shall mature (or, alternatively, be subject to mandatory sinking .fund redemption as hereinafter provided) on August 1 of the years and in the amounts specifically set forth in the winning bid for the purchase of the Series A Bonds. The term of the Series A Bonds shall not exceed twenty-five (25) years. Section 3. Sale of the Series A Bonds. The Board hereby requests that the Board of Supervisors offer the Series A Bonds for public sale on September 12, 2007, or as soon thereafter as practicable. The District hereby consents to Zions First National Bank submitting a bid for the Series A Bonds. -2- Section 4. Tax Covenants. (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Series A Bonds are not so used as to cause the Series A Bonds to satisfy the private business tests of section 141(b) of the Code (as hereinafter defined) or the private loan financing test of section 141(c)of the Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series A Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series A Bonds. (d) No Arbitrage. The District shall not take, or permit or suffer to be taken any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Series A Bonds from the gross income of the registered owners of the Series A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series A Bonds. For purposes of this Section 4, the term "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Series A Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Section 5. 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 or the resolution of the Board of Supervisors authorizing the issuance of the Series A Bonds, 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 Series A Bonds 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 5, the term "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance and delivery of the Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 6, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 6. Official Statement. The Board hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Series A Bonds (the "Preliminary Official Statement") in substantially the form submitted by KNN Public Finance, as financial -3- advisor to the District, and on file with the Secretary of the Board. The Superintendent or his designee is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the Preliminary Official Statement in connection with the sale of the Series A Bonds is hereby approved. The Superintendent or his designee is hereby authorized and directed to approve any changes in or additions to a final form of the Preliminary Official Statement and the execution thereof by the Superintendent or his designee shall be conclusive evidence of his approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Series A Bonds (the "Final Official Statement"). The Final Official Statement shall be executed in the name and on behalf of the District by the Superintendent or his designee. Section 7. Appointment of Paying Agent. The Board hereby approves the selection by the Board of Supervisors The Bank of New York Trust Company, N.A., San Francisco, California, to act as the authenticating agent, Bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this resolution by giving at least 60 days' written notice to the District and to the County Treasurer-Tax Collector. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the District and the County Treasurer-Tax Collector. A successor Paying Agent shall be appointed by the District with the written consent of the County Treasurer-Tax Collector, which consent shall not be unreasonably withheld, and shall be a bank .or trust company organized under the laws of the state or any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least $50,000,000, and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the District and the County Treasurer-Tax Collect or, a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor. The County shall promptly cause to be published at District expense the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. Section 8. Redemption of Series A Bonds. (a) Optional Redemption. The Series A Bonds maturing on or before August 1, 2017, shall not be subject to redemption prior to their respective stated maturities. The Series A Bonds maturing on or after August 1,2018, shall be subject to redemption prior to maturity, at the option of the District, from any available source of funds, on any date on or after August 1, 2017, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the date fixed for redemption, without a premium. (b) Mandatory Sinking Fund Redemption. In the event and to the extent specified in the bid of the winning bidder for the Series A Bonds, any maturity of Series A Bonds shall be designated as "Term Bonds" and shall be subject to mandatory sinking fund redemption on August 1 in each of the years set forth in such bid, at a redemption price equal to one - - hundred percent (100%) of the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption. If some but not all of such Term Bonds have been redeemed pursuant to the preceding subsection (a) of this Section 8, the aggregate principal amount of such Term Bonds to be redeemed in each year pursuant to this subsection (b) shall be reduced on a pro rata basis in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the District with the County and the Paying Agent. Section 9. Requirements of Section 15146 of the California Education Code. As required by section 15146 of the California Education Code (AB 1482, 2006), the Board hereby states and certifies the following information: (a) Express Approval of Sale. The Board hereby approves the sale of the Series A Bonds by competitive bidding. (b) Statement of Reasons for Method of Sale Selected. The Board has determined to sell the Series A Bonds by competitive bidding for the following reasons: (i) competition to buy the District's bonds results in the lowest possible interest rates and the lowest overall cost for the District's taxpayers, (ii) the District has used this method of sale for prior bond sales and has seen many bidders for each issue, (iii) with several issues of prior bonds outstanding, the District has established a strong record of bond payments and positive name recognition in the bond market, (iv) in a competitive sale, these positive credit factors combined with the District's high credit rating attract many interested investors, and (v) the bidder offering the lowest true interest cost will be awarded the Series A Bonds. (c) Disclosure of Consultants. The bond counsel to the District in connection with the issuance of the Series A Bonds will be Quint & Thimmig LLP, San Francisco, California. The financial advisor to the District in connection with the issuance of the Series A Bonds will be KNN Public Finance, Oakland, California. As the Series A Bonds will be sold by competitive bidding, the bond underwriter/purchaser will not be identified until the sale is awarded. (d) Costs Associated with the Sale of the Series A Bonds. Estimates of the costs associated with the issuance of the Series A Bonds are shown on Exhibit A attached hereto. Section 10. Official Actions. The Superintendent, the Assistant Superintendent, Business Services, the Governing Board President and any designee of such persons are each authorized and directed, for and in the name and on behalf of the District, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful sale and issuance of the Series A Bonds. Section 11. Indemnification. The District shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees ("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 adoption of a resolution by the Board of Supervisors providing for the issuance and sale of the Series A Bonds, or related to the proceedings for sale, award, issuance and delivery of the Series A Bonds in accordance therewith and herewith. The District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. -5- Section 12. Submission of Request. The Secretary of the Governing Board is hereby directed to file a certified copy of this resolution with the Clerk of the Board of Supervisors, the County Superintendent of Schools and the County Treasurer-Tax Collector. Section 13. Effect. This resolution shall take effect immediately. PASSED AND ADOPTED this 25th day of July, 2007, at a meeting of the Governing Board by the following vote: AYES: 5 (Arenivar, McGee, Ferrante, Rosalez, Canciamilla) NOES: 0 ABSENT: 0 ATTEST: Barbara B. Wilson Clerk of the Board -6-