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HomeMy WebLinkAboutMINUTES - 06172008 - C.133 • i I i' I TO: , BOARD OF SUPERVISORS + �a 8= `-:o� Contra FROM: JOHN CULLEN, COUNTY ADMINISTRATOR - Costa DATE: June 17, 2008 County i oosrA-covri't`t c3' SUBJECT: WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT -) / :2 GENERAL OBLIGATION BONDS i SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION i RECOMMENDATIONS: ADOPT Resolution 2008/357 consenting to the issuance of the West Contra Costa Unified School District's Series B General Obligation Bonds in the principal amount of not to exceed $120,000,000, and accepting the School District obligation for payment of County costs for issuing such Bonds and taking related actions. FISCAL IMPACT There is no fiscal impact to the County. I i BACKGROUND Under the provisions of the California Constitution and related California law, the West Contra Costa Unified School District ("School District") previously authorized the issuance of up to $400,000,000 of general obligation bonds payable from the levy of an ad valorem tax against taxable property in the School District for various specified capital and facilities projects.; The School District bond measure proposal was designated as "Measure X and was approved by greater than the required 55% of voters voting on such measure at an election on such measure conducted on November 2, 2005. The School District has previously issued an initial series of general obligation bonds under the Measure J authorization, through the County, in 2006. i The Board of Education of the School Districtihas adopted Resolution No. 90-0708 to authorize the issuance of a second series of general obligation bonds (designated as the "Series B Bonds") pursuant to the Measure J bond authorization. The Series B Bonds would be issued pursuant to applicable provisions of the California Government Code and California Education Code. Pursuant to applicable law, County policy directives and request, the School District has requested that the Contra Costa County Board of Supervisors adopt a resolution to consent to the issuance of the Series B Bonds and take certain related actions, including, but not limited, acceptance of an offer of indemnification relative to payment of any costs which may be incurred by the County as part of the issuance of the Series B Bonds (which is required under existing County policy) and related matters. No financial obligation of the County is assumed through the adoption of the proposed resolution. CONSEQUENCES OF NEGATIVE ACTION i Adoption of the proposed resolution would accept the offer of indemnification from the School District relative to County costs related to the issuance of the Series B Bonds (as required by County policy). Additionally, adoption of the resolution will formalize the;limited responsibility and liability of the County relative to information which may be provided by the County as part of the sale of the Series B Bonds. Failure to adopt the proposed resolution may delay or impede the issuance of the Series B Bonds, thereby delaying or preventing the implementation of facilities projects approved by the voters as part of the Measure J bond approval. i i CONTINUED ON ATTACHMENT: X YES I SIGNATURE' i --------- -------------------------------------------------- - -- ----- ------------------------------------------------------------------------------------------------ ------------------ - ----- -- ------ R OMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE PPROVE OTHER I SIGNATURE 4 I --------------------- -- -- - --------------I ---- _ "--_-----------------------------------__- ------___-----__---------- - _ ----___---------___ --------------- ACTION OF BO--- D O---- OVE AS RECOMMENDED OT I I - ' V T OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN UNANIMOUS(ABSENT ) AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: �j ATTESTED G G� CONTACT: Lisa Driscoll(925-335-1023) i OHN CULLEN,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR CC: County Administrator Treasurer-Tax Collector Auditor-Controller j Rob Anslow (via CAO) BY EPUTY I I I I RESOLUTION NO. 2008/357 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CONSENTING TO THE ISSUANCE OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES B, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000), ACCEPTING DISTRICT OBLIGATION FOR PAYMENT OF COUNTY COSTS FOR ISSUING SUCH BONDS AND TAKING RELATED ACTIONS RESOLVED, by the Board of Supervisors ("Board") of Contra Costa County ("County"), State of California, as follows: WHEREAS, Sections 53506 and following of the California Government Code, including . Section 53508.7 thereof, provide that a California public school district may issue and sell bonds on its own behalf at a public sale pursuant to applicable California law; and WHEREAS, Section 15140(b) of the Education Code provides that the board of supervisors of a county may authorize a California public school district in the county to issue and sell its own bonds without the further action of the board of supervisors or officers of the county; and WHEREAS, the Board of Education of the West Contra Costa Unified School District (the "District'), a California public schooil district under the jurisdiction of the County of Contra Costa, has heretofore adopted and filed with the Clerk of this Board a resolution (District Resolution No. .90-0708) (the "District Resolution"),l providing for the,issuance and sale of its "West Contra Costa UnifiedSchool District General Obligation Bonds, Election of 2005, Series B" (the "Series B Bonds") through a competitive sale process pursuant to Sections,53506 and following of the Government Code; and WHEREAS, it has been requested by County staff that this Board of the County of Contra Costa ("County") consent to such issuance of the Series B Bonds and authorize the District to issue and sell its proposed Series B Bonds on its own behalf through a competitive sale process pursuant to the applicable provisions of the Government Code and Education Code, including, but not limited to, Section 53508.7(a) of the Government Code, and the terms set forth in the District Resolution; and WHEREAS, within the District Resolution the District has offered to pay for the County's costs, if any, incurred in authorizing and issuing the Series B Bonds as required by existing County policies. NOW, THEREFORE, THiE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1; Recitals. All of the foregoing recitals are true and correct. I I I 1 Section 2. Consent and I Authorization of Competitive Sale. This Board hereby consents to and authorizes the issuance and competitive sale by the District on its own behalf of the District General Obligation Bonds, Election of 2005, Series B, pursuant to the applicable provisions of the Government Code and Education Code, including, but not limited to, Government Code Section 53508.7(a), and the terms and conditions set forth in the District Resolution. The consent and authorization set forth herein sha'11 only apply to the specific bonds named herein. Section 3. Source of Payment. The County acknowledges receipt of the District Resolution, as adopted, and the request therein to levy, collect and distribute ad valorem tax revenues pursuant to Education Code Sections 15250, et seq. to pay for principal and interest on the outstanding Series B Bonds when and if sold. Correspondingly, and subject to the issuance and sale of the Series B Bonds, and transmittal of information concerning the debt service requirements thereof to the appropriate County officers, there shall be levied by the County on all of the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series B Bonds are outstanding (commencing with fiscal year 2008/2009) in an amount sufficient to pay the principal of and interest on the Series B Bonds when due, which tax revenues, when collected, will be placed in the Debt Services Fund of the District (as defined in the District Resolution), which Debt Service Fund is irrevocably pledged for the payment of the principal of and interest on the Series B Bonds when and as the same fall due. The monies in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Series B Bonds as the same become due and payable, shall be transferred by the County to the Paying Agent (as defined in the District Resolution) as necessary to pay the principal of and interest on the Series B Bonds as set out in California law and in the District Resolution. Section 4. Approval of Actions. Officers of the Board and County officials and staff are authorized to do any and all things and are hereby authorized and directed,jointly and severally, to execute and deliver any and all documents which they may deem necessary or advisable in order to assist the District with the issuance of the Series B 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 5. 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 B Bonds in accordance herewith and with the District 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. i BAWG/REA/ih 125178.v3 2 19005 D1 5/22/08 Section 6. 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 B Bonds ("Official Statement'), and this 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 District's Official Statement and in a preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Series B 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 7. Limited Liability: Notwithstanding anything to the contrary contained herein, in the Series B 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 transactions contemplated hereby and the Series B Bonds shall be payable solely from the monies of the District available therefore as set forth in the District Resolution and herein. Section.8. Certified Co ly to Auditor-Controller. The Clerk of the Board is hereby directed to provide a certified copy of this Resolution to the Auditor-Controller of the County. Section 9. Effective Date. This Resolution shall take effect immediately upon its passage. The foregoing resolution was on the 17th day of June, 2008, adopted by the Board of Supervisors of the County of Contra Costa and ex-officio the governing body of all other special assessment and taxing districts, agencies and authorities for which said Board so acts. wx�,By 4erkofe Board of Supe i s ofV Contra Costa County 3 CONTRA COSTA COUNTY RECENED 'L. G •./�08' JUN 9 2008 OFFICE OF COUNTY ADMINISTROR AT RESOLUTION NO. 90-0708 RESOLUTION OF THE BOARD OF EDUCATION OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT AUTHORIZING ISSUANCE OF NOT TO EXCEED $120,000,000 OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES B, AND DELEGATION OF AUTHORITY TO THE SUPERINTENDENT OR DESIGNEE TO AWARD THE SALE THEREOF AND TAKING RELATED ACTIONS TABLE OF CONTENTS Page Section 1. Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2. Actions Completed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3. Purpose and Designation of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 4. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 5. Authority for Issuance and Sale of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 6. Levy of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 7. Official Notice of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 8. Notice and Bid Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 9. Publication of Notice of Intention to Sell Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 10. Sale of Bonds; Designation of Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 11. General Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 12. Preliminary Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 13. Series B Bond Terms . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 14. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 15. Mandatory Sinking Fund Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 16. Selection of Bonds for Redemption; Redemption'Notice . . . . . . . . . . . . . . . . . . 10 Section 17. Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 18. Execution and Delivery of Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 19. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 20. Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 21. Bond Registration and Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 i I I Section 22. Book-Entry System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 • i Section 23. Establishment of Funds; Disposition of Proceeds of the Series B Bonds; Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 24. Security and Source of Payment for the Bonds; Funded Interest; Collection of Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 25. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 26. Partial Defeasance . . . . . 21 f Section 27. Tax and Arbitrage Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 28. Rebate Fund . . . . . . . . .I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 29. Additional Findings andlDirectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 I Section 30. Continuinja Disclosure . . . 25 Section 1. Coun1y Books and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 32. Unclaimed Monies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 i i Section 33. Amendments . . . . . ! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 34. Compliance with Pro i sition 39 Accountability Requirements . . . . . . . . . . . . . 27 I Section 35. Compliance with State Law; Additional Reporting Requirements . . . . . . . . . . . 28 Section 36. Satisfaction of Other,Costs, Including County Costs . . . . . . . . . . . . . . . . . . . . . . 28 Section 37. Approval of ActionsI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 38. Furnishingopies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 I Section 39. Effective Date . . . . . . . . 30 �I ii A EXHIBITS: EXHIBIT A OFFICIAL NOTICE OF SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 EXHIBIT B FORM OF SERIES B BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 EXHIBIT C BID FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0-1 EXHIBIT D NOTICE OF INTENTION TO SELL BONDS . . . . . . . . . . . . . . . . . . . . . . . . D-1 EXHIBIT E PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1 iii RESOLUTION NO. 90-0708 RESOLUTION OF THE BOARD OF EDUCATION OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT AUTHORIZING ISSUANCE OF NOT TO EXCEED $120,000,000 OF WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES B, AND DELEGATION OF AUTHORITY TO THE SUPERINTENDENT OR DESIGNEE TO AWARD THE SALE THEREOF AND TAKING RELATED ACTIONS WHEREAS,the West Contra Costa Unified School District("District")is a public unified school district organized and operating within the County of Contra Costa ("County") pursuant to the laws of the State of California("State"), including, but not limited to,the California Education Code; and WHEREAS, an election was duly called and regularly held in the District pursuant to the provisions of the California Constitution and related State law,including the provisions of the"Safer Schools, Smaller Classes and Financial Accountability Act"(also known as "Proposition 39") and related State law,on November 8,2005("Election"),and thereafter certified and canvassed pursuant to State law; and WHEREAS,at such Election there was submitted to,and approved by the requisite fifty-five percent (55%) favorable vote of the qualified electors of the District, as certified by the County Register of Voters in the official canvassing of the voters, a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot measure submitted to the voters (designated as "Measure J"), which ballot measure is incorporated herein by this reference, in the maximum principal amount of $400,000,000, payable from the levy of an ad valorem tax against the taxable property in the District; and WHEREAS, the proceeds of general obligation bonds issued pursuant to the bond authorization are to be used for purposes including design, construction, acquisition, completion, furnishing and equipping of specified school facilities projects including, but not limited to, elementary school projects, secondary school projects and facilities reconstruction projects as further described in District Resolution No. 25-0506 ("Bond Authorization"); and WHEREAS, pursuant to the provisions of Proposition 39, the California Constitution and the Bond Authorization, the District may, pursuant to certain of the provisions and limitations of Article 1 of Chapter 1.5 of Part 10 of Division 1 of Title 1 of the California Education Code proceed to borrow funds pursuant to the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code(as defined below)of the State of California being Section 53506 et seq. which authorizes the District Board to issue general obligation bonds by way of a resolution and compliance with certain statutory requirements; and WHEREAS,the District has previously authorized the issuance of, and did issue, its West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series A, in the initial total principal amount of$70,000,000, leaving bonds of the Authorization in the principal amount of$330,000,000 unissued; and WHEREAS,pursuant to the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code(as defined below)of the State of California being Section 53506 et seq., Education Code Sections 15266(b), 15264 et seq. and 15100 et seq.,as applicable,the Board of Education of the District ("District Board")hereby determines that not to exceed $120,000,000 in principal amount of the District's authorized and unsold general obligation bonds ("Bonds" or "Series B Bonds") should be issued and offered for public sale at this time; and WHEREAS, Proposition 39 and related State statutory provisions require that the District comply with various accountability measures, as further described below, which the District has. either previously complied with,is complying with or will comply with during the course of issuing the Bonds and/or expending Bond proceeds; and WHEREAS, the net construction proceeds of general obligation bonds issued pursuant to the Authorization are to be used for identified projects as approved by the voters in the Election;and WHEREAS,this District Board wishes to request,pursuant to State law,that the Treasurer- Tax Collector of the County levy on its 2008-2009 tax roll, and all subsequent tax rolls,taxes to be levied only against property within the boundaries of the District, in an amount sufficient to pay the principal and interest on the Series B Bonds as the same shall become due; and WHEREAS,based upon documentation presented to the District Board,the District Board is prepared to make certain findings and determinations concerning the issuance and sale of the Series B Bonds and the levy of taxes to pay principal and interest on the Series B Bonds pursuant to State law; and WHEREAS,a form of the Preliminary Official Statement relating to the Series B Bonds has been prepared and has been presented to this District Board; and WHEREAS, the District Board desires that the Series B Bonds be sold by a competitive bid process pursuant to Government Code Sections 53506 et seq. and that the sale thereof may involve the purchase of a municipal bond insurance policy; and WHEREAS, a form of the Notice of Intention to Sell Bonds, a Bid Form, a form of the Official Notice of Sale and the form of the Continuing Disclosure Certificate relating to the Series B Bonds have been prepared and presented to this District Board as exhibits to this Resolution;and WHEREAS,the District Board has previously retained KNN Public Finance as its Financial Advisor ("Financial Advisor"), Bowie, Arneson, Wiles & Giannone as its Bond Counsel ("Bond BA W&G/REA/i h/125156.5 19005 D 1.2 05/22/08 Final 2 Counsel") and Sidley Austin LLP as its Disclosure Counsel ("Disclosure Counsel")to the District in connection with the issuance of the Series B Bonds; and WHEREAS,the District Board desires to make certain other determinations and to authorize the issuance of the Series B bonds; and WHEREAS, 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 the Series B Bonds, is within all limits prescribed by law. NOW, THEREFORE, THE BOARD OF EDUCATION OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. Section 2. Actions Completed. The District Board determines that all acts and conditions necessary to be performed by the District or the District Board or to have been met precedent to and in the issuing and sale of the Series B Bonds in order to make them legal,valid and binding general obligation bonds of the District, secured as set forth herein, have been performed and have been met, or will at the time of delivery of the Series B Bonds have been performed and met,in regular and due form as required by law;that the Board of Supervisors of the County has the power and is obligated to levy ad valorem taxes for the payment of the Series B Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation(except for certain classes of personal property); and that no statutory or Constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series B Bonds. Section 3. Purpose and Designation of the Bonds. That for the purposes of building new classrooms/schools and repairing,upgrading,constructing and acquiring educational facilities and school sites, including furnishings, equipment and safety improvements; and otherwise complying with the ballot submitted to the voters and approved in the Measure J Election,the Series B Bonds are hereby authorized to be issued and all necessary legal, financial, engineering and contingent costs in connection therewith paid all as defined in the ballot submitted to the voters and approved in the Measure J Bond Election. The Series B Bonds shall be officially designated as the "West Contra Costa Unified School District General Obligation Bonds,Election of 2005,Series B" or another designation as the Superintendent of the District ("Superintendent") or the Superintendent's authorized designee(s)may approve. The Series B Bonds shall otherwise conform to the provisions and requirements hereof. Section 4. Certain Definitions. As used in this Resolution, the terms set forth below shall have the following meanings ascribed to them: BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 3 (a) "Authorized Investments"means the County Investment Pool(or other investment pools of the County into which the District may lawfully invest its funds), the Local Agency Investment Fund, any investment authorized pursuant to Sections 16429.1 and 53601 of the Government Code, or in shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests exclusively in investments permitted by Section 53635 of the Government Code,or in guaranteed investment contracts in direct general obligations of the United States of America (including State and Local Government Securities) (provided that such contracts comply with the requirements of Section 148 of the Internal Revenue Code). (b) "Authorized Newspaper" means a newspaper selected by the District which is customarily published at least once a day for at least five days (other than legal holidays) in each calendar week,published in the English language and which has been adjudicated or designated as a"newspaper of general circulation"within the County of Contra Costa pursuant to California law. (c) "Bond Payment Date" or "Interest Payment Date" means February 1 and August 1, commencing February 1, 2009, or such other date as may be specified in the Official Notice of Sale (as executed and delivered), and August 1 of each year with respect to the principal payments on the Series B Bonds. (d) "Bond Counsel' means a firm of nationally recognized bond counsel, initially Bowie, Arneson, Wiles & Giannone. (e) "Bond Register" means the listing of names and addresses of the then-current registered owners of the Series B Bonds, as maintained by the Paying Agent in accordance with Section 21 hereof. (f) "Bonds"or"Series B Bonds"means the West Contra Costa Unified School District General Obligation Bonds, Election of 2005, Series B. (g) `Building Fund" shall have the meaning set forth in Section 23 hereof. (h) "Business Day" means a day which is not a Saturday or Sunday or a day on which banking institutions are authorized or required by law or executive order to be closed in California and New York for commercial banking purposes and on which the Federal Reserve system is not closed. (i) "Code"means the Internal Revenue Code of 1986, as amended, and any successor provisions thereto, and applicable regulations of the Department of Treasury thereunder, and any successor provisions thereto. (j) "Date of Issuance" means the date of delivery of the Series B Bonds. (k) "Debt Service Fund" shall have the meaning set forth in Section 23 hereof. BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 4 (1) "Designated Officer(s)" means the District's Superintendent, Associate Superintendent,Operations,Associate Superintendent for Business Services,Senior Director,Bond Finance or other persons designed in writing by the District's Superintendent as a Designated Officer of the District. (m) "District" or "School District" means the West Contra Costa Unified School District, a public school district organized and existing under the Constitution and the laws of the State of California, and any lawful successor thereto. (n) "District Board" means the Board of Education of the District. (o) "DTC" or "Depository" means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York in its capacity as securities depository for the Series B Bonds. (p) "Informational Services" means Financial Information, Inc.'s "Daily Called Bond Service," 1 Craigwood Road, 2nd Floor, Jersey City, New Jersey 07080, Attention: Editor; Kenny Information Services "Called Bond Service," 65 Broadway, 16th Floor, New York, New York 10006; Standard& Poor's Ratings Group"Called Bond Record," 55 Water Street,New York,New York, 10041; FIS/Mergent, 5250 77 Center Drive, Suite 150, Charlotte, North Carolina, 28217, Attention:Called Bond Department and,in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the District may designate in a written request of the District delivered to the Paying Agent. (q) "Letter of Representations" or"Representation Letter" shall have the meaning set forth in Section 22 hereof. (r) "Nominee"means the nominee of the Depository,which may be the Depository,as determined from time to time pursuant to the provisions hereof. (s) "Official Statement" shall have the meaning set forth in Section 12 hereof. (t) "Outstanding"means all Series B Bonds theretofore issued by the District,except: (1) Series B Bonds theretofore canceled by the District or surrendered to the District for cancellation; (2) Series B Bonds for the transfer or exchange of or in lieu of or in substitution for which other Series B Bonds shall have been authenticated and delivered by the District pursuant to the terms hereof; and (3) Series B Bonds paid and discharged pursuant to Sections 25 or 26 hereof. BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 5 I I (u) "Owner"means the current�registered holder of a Series B Bond or Series B Bonds to whom payments of principal and interest are made. I (v) "Participants" means those broker-dealers, banks and other financial institutions from time to time for which DTC holds book-entry certificates as securities depository. I (w) "Paying Agent"means The Bank of New York Trust Company,N.A.,or such other party as selected by the District, or any successor thereto, acting as the authenticating agent, bond registrar, transfer agent and paying agent. j (x) "Rebate Fund" shall have the meaning set forth iin Section 23 hereof. (y) "Record Date"means they close of business on the fifteenth(15th)day of the month preceding each Bond Payment Date. (z) "Securities Depositories!" means the following: The Depository Trust Company, with Cede & Co. as its nominee, Call Notification Department, 711 Stewart Avenue, Garden City, New York, 11530,Telecopy: (516)227-4039, (516)227-4190 and in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the District may designate in a written request of the District delivered to the Paying Agent. j (aa) "State" means the State;of California. (bb) "Tax Certificate" means the document of that name, executed by the District, including all attachments thereto, dated the date of delivery of the Series B Bonds. (cc) "Term Bonds"means, if issued, Series B Bonds for which mandatory sinking fund redemption dates have been established in the award of sale of the Series B Bonds. (dd) "Treasurer" or "Treasurer-Tax Collector" means the Treasurer-Tax Collector of the County of Contra Costa. (ee) "Underwriter" means the initial purchaser of the Series B Bonds. (M "Written Request" means a written request or directive of the District provided by a Designated Officer(as defined herein). Unless the context otherwise'indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter,masculine or feminine gender is for convenience only and shall be deemed to include the neuter,masculine or feminine gender, as appropriate. Headings of sections herein are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, constructionior effect hereof. I BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 6 I I i I All references herein to"Sections"and other subdivisions are to the corresponding Sections or subdivisions of this Resolution; the words "herein", "hereof," "hereby", "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Section or subdivision hereof. Section 5. Authority for Issuance and Sale of Bonds. That the Series B Bonds of the District in the aggregate principal amount of not to exceed$120,000,000 shall be issued and offered for public sale by the District pursuant to and in accordance with the requirements of the California Constitution,Proposition 39,the Bond Authorization,this Resolution, Sections 53506 et seq. of the Government Code of the State of California, and, as applicable, Sections 15266, 15264 et seq. and 15100 et seq., as applicable, of the Education Code. Section 6. Levy of Taxes. That the County Board of Supervisors,and the Treasurer-Tax Collector of the County of Contra Costa are hereby directed to levy, pursuant to Education Code Sections 15250 et seq. on its 2008-2009 tax roll, and all subsequent tax rolls, taxes in an amount sufficient to pay the principal and interest on the Series B Bonds, in accordance with the provisions of this Resolution and State law. This levy shall be in addition to the levy of taxes for the payment of principal and interest on the District's,'currently outstanding general obligation bonds. Section 7. Official Notice of Sale. That the Series B Bonds are hereby ordered to be sold by competitive bid in accordance with the terms and conditions set forth in the Official Notice of Sale,a form of which is attached hereto as Exhibit"A"and incorporated herein by this reference ("Official Notice of Sale"). The Official Notice of Sale,substantially in the form attached hereto as Exhibit "A," is hereby approved, and the distribution of the Official Notice of Sale is hereby authorized and approved with such changes, insertions and deletions as may be approved by the Superintendent, the Financial Advisor and Bond Counsel, which approval shall be conclusively evidenced by execution and delivery thereof. The District's Clerk is hereby authorized and directed to execute and deliver the final form of the Official Notice of Sale. I Section 8. Notice and Bid Form. The Bid Form and Notice of Intention to Sell Bonds, forms of which are attached hereto as Exhibits "C" and "D" respectively, and incorporated herein by this reference, are hereby approved and the distribution of the Bid Form and Notice of Intention to Sell Bonds in substantially such forms is hereby authorized and the final approval of the form thereof with such changes, insertions and deletions as may be approved by the Designated Officer, Bond Counsel and the Financial Advisor, which approval shall be conclusively evidenced by delivery of the final forms thereof. The Clerk of the Board is hereby authorized and directed to execute and deliver the final form of the Official Notice of Sale. Section 9. Publication of Notice of Intention to Sell Bonds. The publication by the District of the Notice of Intention in substantially the form attached hereto as Exhibit "D" in The Bond Buyer at least once not less than five (5) days prior to the date set to receive bids, is hereby approved and ratified. BA W&G/REA/i h/125156.5 19005 D 1.2 05/22/08 Final 7 I i i Section 10. Sale of Bonds, Designation of Authority. The Series B Bonds are hereby ordered to be sold by competitive bid i as referenced herein. The Superintendent or the Superintendent's designee(s), on behalf of the District Board, is hereby delegated the authority to accept the best responsible bid for the purchase of the Series B Bonds, 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.Board,by notice to the successful bidder. The Superintendent, or the Superintendent's designee, is further authorized to direct the inclusion of term bonds as part of the final structure of the bond issue,if term bonds have been included in the bid of the successful bidder in accordance with the Official Notice of Sale. 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 Board,may exercise their own discretion and judgment in making the award and may award the Series B Bonds on a pro rata basis in such denominations as the Superintendent shall determine. The Superintendent, or the Superintendent's designee, on behalf of-the District Board, shall award the Bonds or reject all bids not later than twenty-six (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. Section 11. General Authorization. The Financial Advisor and/or Bond Counsel are hereby authorized and directed to open the bids at the time and place specified in the Official Notice of Sale and to report the results thereof to the Superintendent or the Superintendent's designee(s). The Financial Advisor and/or Bond Counsel are hereby authorized and directed to receive and record the receipt of all bids made pursuant to: such Official Notice of Sale, to cause such bids to be examined for compliance with such Official Notice of Sale,to cause computations to be made as to which bidder has bid the lowest true interest cost,as provided in such Official Notice of Sale, along with a report as to the foregoing and any;other matters deemed pertinent to the award of the Series B Bonds and the proceedings for the issuance thereof. Section 12. Preliminary Official Statement, Official Statement. Pursuant to State law and federal disclosure requirements, a form of the preliminary official statement ("Preliminary Official Statement") relating to the Series B Bonds has been prepared. When completed, the Preliminary Official Statement relating jto the Series B Bonds presented to the Board, is hereby deemed approved. Such Preliminary Official Statement,together with any supplements thereto,shall be in form"deemed final"by the Designated Officer for purposes of Rule 15c2-12,promulgated by the Securities and Exchange Commission, but is subject to revision,amendment and completion in a final Official Statement (the "Official Statement"). The Designated Officer is hereby authorized and directed, for and in the name and on behalf of the District, to deliver to the Financial Advisor said Preliminary Official Statement. The Financial Advisor is hereby authorized to prepare and distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Series B Bonds and is directed to deliver copies of the Preliminary Official Statement to such persons. The Official Statement in substantially said form, with such changes as the Designated Officer may approve (including all information previously permitted to have been omitted by Rule 15c2-12), which approval shall be conclusively evidenced by execution by the Designated Officer of the Official Statement and delivery thereof to the purchaser of the Series B Bonds within 7 business days of the sale of the Series B Bonds, is hereby approved. BAW&G/REA/ih/125156.5 i 19005 D 1.2 05/22/08 Final 8 I I I Section 13. Series B Bond Terms. The Series B Bonds shall be issued in book-entry only form, as described in Section 22 hereof, as fully registered Bonds without coupons, in the denominations of five thousand dollars($5,000)or any integral multiple thereof,and shall be dated the Date of Issuance. The Series B Bonds shall bear interest from the date of the Series B Bonds to maturity of each of the Series B Bonds at a rate or rates such that the interest rate shall not exceed twelve percent (12%) per annum. Interest shall be payable on February 1 and August 1 of each year ("Interest Payment Dates"),commencing February,2009(or such other date as specified in the Official Notice of Sale as executed and delivered), until the principal amount has been paid or provided for. Each Series B 'Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 15th day of the month next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated on or before January 15, 2009, in which event it shall bear interest from the Date of Issuance. Subject to the provisions of the Final Official Note of Sale,the Series B Bonds shall mature on August 1 of the years and in the amounts set forth in the Final Official Notice of Sale. Section 14. Optional Redemption. The Series B Bonds maturing on or before August 1, 2018, are not subject to optional redemption prior to maturity. The Series B Bonds maturing on August 1, 2019, or any date thereafter, are subject to redemption prior to their respective stated maturity dates at the option of the District, as a whole or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, on August 1, 2018, or any date thereafter, and may be redeemed prior to the maturity thereof at par plus accrued interest to date of redemption payable from any source lawfully available therefor, as follows: Redemption Date Redemption Price August 1, 2018 and thereafter 100.0% This Section 14 is subject to modification in the.Official Notice of Sale at the direction of the Financial Advisor and the Designated Officer. Section 15. Mandatory Sinking Fund Redemption. If,pursuant to Section 10 hereof, term bonds have been included in the successful bid for any maturities,the provisions of this Section shall become applicable,and the term bonds shall be redeemed on the term bond redemption date(s) so specified from moneys which shall be deposited into the Debt Service Fund or before August 1 of the years and in the amounts as so designated. If applicable,the Bonds to be so redeemed shall be determined by lot and shall be redeemed at a redemption price equal to the principal amount thereof,plus accrued interest to the redemption date, without premium. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 9 Section 16. Selection of Bonds for Redemption; Redemption Notice. (a) Selection of Bonds for Redemption. If less than all of the Series B Bonds of any one maturity shall be called for redemption,the particular Series B Bonds or portions of Series B Bonds of such maturity to be redeemed shall be selected by lot by the Paying Agent; provided, however, that the portion of any Series B Bond to be redeemed shall be in the principal amount of five thousand dollars($5,000)or some integral multiple thereof which shall be obtained by dividing the principal amount of such Series B Bond by five thousand dollars ($5,000). If less than all of the Series B Bonds shall be called for redemption, the particular Bonds or portions thereof to be redeemed shall be called by lot by the Paying Agent on such basis as shall be designated by the District. (b) Form ofNotice of Redemption. The Paying Agent shall give notice of the redemption ("Redemption Notice") of the Series B Bonds at the expense of the District. Such notice shall specify: (a) that the Series B Bonds or a designated portion thereof are to be redeemed; (b) if less than all of the then outstanding Bonds are to be called for redemption, shall designate the numbers. (or state that all Bonds between two stated numbers both inclusive have been called for redemption) and CUSIP numbers,if any,of the Series B 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 B Bonds and the specific Series B Bonds to be redeemed,including the dated date, interest rate and stated maturity date of each. Such notice shall further state that on the specified date there shall become due and payable upon each Series B Bond to be redeemed,the portion of the principal amount of such Series B Bond to be redeemed,together with interest accrued to the date of redemption, and that from and after such date interest with respect thereto shall cease to accrue. (c) Provision of Notice of Redemption. Each Redemption Notice shall be mailed, first class postage, to the registered owners of the Series B Bonds, to a Securities Depository and to a national Information Service,and by first class mail,postage prepaid,to the District and County and the respective owners of any registered Series B Bonds designated for redemption at their addresses appearing on the Bond registration books, in every case at least thirty(30)days, but not more than sixty(60)days,prior to the redemption date;provided that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series B Bonds nor entitle the owner thereof to interest beyond the date given for redemption. A certificate provided by the Paying Agent that notice of such redemption has been given as herein provided shall be conclusive as against all parties, and it shall not be open to any Bond Owner to show that he or she failed to receive notice of such redemption. In case of the redemption as permitted herein of all the Outstanding Bonds of any one maturity, notice of redemption shall be given by mailing as herein provided,except that the notice of redemption need not specify the serial numbers of the Series B Bonds of such maturity. Neither the failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series B Bonds or the cessation of accrual of interest represented thereby from and after the redemption date. B A W&G/REA/i h/12515 6.5 19005 D 1.2 05/22/08 Final 10 The Paying Agent shall take the following actions with respect to such Redemption Notice: (i) At least thirty (30) but not more than sixty (60) days before the redemption date such Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, (ii) telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to each of the Securities Depositories. (ii) At least thirty (30) but not more than sixty (60) days before the redemption date such Redemption Notice shall be given by (i) registered or certified mail, postage prepaid,or(ii)overnight delivery service,to one of the Information Services. Neither failure to receive or failure to send, to the Securities Depositories or Information Services any Redemption Notice nor any defect in any such Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption of the affected Series B Bonds. (d) Contingent Redemption, Rescission of Redemption. Any Redemption Notice may specify that redemption of the Series B Bonds designated for redemption on the specified date will be subject to the receipt by the District of monies sufficient to cause such redemption (and will specify the proposed sources of such monies), and neither the District or the County will have any liability to the Owners of any Series B Bonds, or any other party, as a result of the District's failure to redeem the Series B Bonds designated for redemption as a result of insufficient monies therefor. Additionally, the District may rescind any optional redemption of the Series B Bonds, and notice thereof, for any reason on any date prior to the date fixed for such redemption by causing written notice of the rescission to be given to the Owners of the Series B Bonds so called for redemption. Notice of rescission of redemption shall be'given in the same manner in which notice of redemption was originally given. The actual receipt by the Owner of any Series B Bond of notice of such rescission shall not be a condition precedent to rescission,and failure to receive such notice or any defect in such notice shall not affect the validity of the rescission. Neither the District or the County will have any liability to the Owners of any Series B Bonds, or any other party, as a result of the District's decision to rescind a redemption of any Series B Bonds pursuant to the provisions of this subsection. (e) Partial Redemption of Bonds. Upon the surrender of any Series B 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 B Bonds surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such registered owner, and the County and the District shall be released and discharged thereupon from all liability to the extent of such payment. (f) PUment of Redeemed Bonds. 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 in the Debt Service Fund,the Series B Bonds to be redeemed shall become due and payable on such BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 11 date of redemption. Each check issued or other transfer of funds made by the Paying Agent for the purpose of redeeming Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the Series B Bonds being redeemed with the proceeds of such check or other transfer. If on such redemption date, money for the redemption of all the Series B Bonds to be redeemed as provided in this Section, together with interest to such redemption date, shall 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 B Bonds to be redeemed shall cease to accrue. All money held for the redemption of Series B Bonds shall be held in trust for the account of the registered owners of the Series B Bonds so to be redeemed. (g) Purchase in Lieu of Redemption. In lieu of, or partially,in lieu of, any mandatory sinking fund redemption of Series B Bonds, monies in the Debt Service Fund may be used to purchase the Outstanding Series B Bonds that were to be redeemed with such funds in the manner hereinafter provided. Purchases of Outstanding Series B Bonds may be made by the District through the Paying Agent prior to the selection of Series B Bonds for redemption at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest. Any accrued interest payable upon the purchase of Series B Bonds may be paid fromtheDebt Service Fund for payment of interest on the next following Interest Payment Date. Any Series B Bonds purchased pursuant to the provisions ofthis subsection shall be delivered to,and cancelled by,the Paying Agent and shall not be resold or reissued. (h) Cancellation of Redeemed Bonds. All Series B Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section and Section 19 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 B Bond purchased by the County or the District shall be canceled by the Paying Agent. (i) Bonds No Longer Outstanding.When any Series B 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, in form satisfactory to it, and sufficient moneys shall be held irrevocably in trust for the payment of the redemption price of such Series B Bonds or portions thereof, all as provided in this Resolution, then such Series B Bonds shall no longer be deemed outstanding and shall be surrendered to the Paying Agent for cancellation. Section 17. Form of Bonds. The Series B Bonds shall be in substantially the form attached hereto as Exhibit `B," allowing those District officials executing the Series B Bonds to make the insertions and deletions necessary to conform the Series B Bonds to this Resolution and the winning bid for the Series B Bonds. The Series B Bonds may be initially issued in temporary form exchangeable for definitive Series B Bonds when ready for delivery.The temporary Series B Bonds may be printed,lithographed BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 12 or typewritten,shall be of such denominations as may be determined by the District,and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the District upon the same conditions and in substantially the same manner as the definitive Series B Bonds. If the District issues temporary Series B Bonds it will execute and furnish definitive Series B Bonds without delay,and thereupon the temporary Series B Bonds may be surrendered,for cancellation,in exchange therefor at the principal office of the Paying Agent and the Paying Agent shall deliver in exchange for such temporary Series B Bonds an equal aggregate principal amount of definitive Series B Bonds of authorized denominations. Until so exchanged, the temporary Series B Bonds shall be entitled to the same benefits pursuant to this Resolution as definitive Series B Bonds executed and delivered hereunder. "CUSIP"identification numbers shall be imprinted on the Series B Bonds,but such numbers shall not constitute a part of the contract evidenced by the Series B Bonds and any error or omission with respect thereto shall not constitute cause for refusal of the Underwriter to accept delivery of and pay for the Series B Bonds.In addition,failure on the part of the District to use such CUSIP numbers in any notice to Owners of the Series B Bonds shall not constitute an event of default or any violation of the District's contract with such Owners and shall not impair the effectiveness of any such notice. Section 18. Execution and Delivery of Bonds. The Series B Bonds shall be signed by the President of the District Board by his or her manual or facsimile signature and countersigned by the manual or facsimile signature of and the seal of the District affixed thereto by the Clerk or Secretary of the District Board, both in their official capacities. The facsimile signatures of the President and the Clerk or Secretary may be printed, lithographed, engraved, or otherwise mechanically reproduced. The Board hereby directs that the provisions of Education Code Sections 15181 and 15182 shall apply to such execution of the Series B Bonds. No Series B 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 B Bonds is signed by the Paying Agent as authenticating agent. Authentication by the Paying Agent shall be conclusive evidence that the Series B Bond so authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. The proper officials of the District shall cause the Series B Bonds to be prepared and, following their sale,shall have the Series B Bonds signed and delivered as set forth herein,together with a true transcript of proceedings with reference to the issuance of the Series B Bonds, to the original purchaser upon payment of the purchase price in federal funds. I Section 19. Appointment of Pang Agent. (a) The District Board does hereby confirm the appointment of The Bank of New York Trust Company, N.A., to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, "Paying Agent") for the Series B Bonds. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 13 (b) The District has covenanted to pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees,incurred in and about the performance of their powers and duties under this Resolution. Any fees incurred therefore in the first year shall be paid from proceeds of the Series B Bonds and subsequent annual fees,if any,shall be paid out of the Debt Service Fund to the extent that there are funds remaining after payment of the Principal and interest in that year, and if such funds are insufficient, from the general fund of the District. (c) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) days prior written notice to the District. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the District. A successor Paying Agent shall be appointed by the District and shall be a bank or trust company organized under the laws of any state of the United States, a national banking association or any other financial institution, having (or whose parent holding company has)a combined capital(exclusive of borrowed capital)and surplus of 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;provided,however,that notwithstanding the foregoing, the Treasurer-Tax Collector may act as the Paying Agent. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the Treasurer-Tax Collector and the District a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (d) 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. The District shall promptly publish in The Bond Buyer or any financial newspaper of general circulation published at least five days(other than legal holidays) in each calendar week in the State of California, the name and principal corporate trust office address of the Paying Agent appointed to replace any resigned or removed Paying Agent. (e) Any company or association into which the Paying Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company or association to which the Paying Agent may sell or transfer all or substantially all of its corporate trust business,provided that such company or association shall be eligible under Section 19(c), shall be the successor to the Paying Agent and vested with all of the title to the trust estate and all of the trust, powers, discretions,immunities,privileges and all other matters as was its predecessor,without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. All costs associated with the Paying Agent's merger or consolidation with another bank or trust company shall be paid by the successor Paying Agent. No cost or expense resulting from such merger or consolidation shall be billed to the District or to the County. Section 20. Payment of Principal and Interest. The principal of and interest on the Series B Bonds shall be payable in lawful money of the United States of America without deduction BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 14 for the services of the Paying Agent Ias paying agent. Principal shall be payable when due upon presentation and surrender of the Series B Bonds at the principal corporate trust office of the Paying Agent. Interest on a Series B Bond shall be paid on each Interest Payment Date by check mailed to the person in whose name the Series B Bond was registered,and to that person's address appearing on the Bond Register(as defined in Section 21)at the close of business on the corresponding Record Date. The Owner of an aggregate Principal Amount of$1,000,000 or more may request in writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date. The Bonds are the general obligation bonds of the District secured by ad valorem taxes levied and collected pursuant to the Bond Authorization,the California Constitution and State law and do not constitute an obligation of the County except to provide for the levy and collection of the ad valorem taxes and payment of funds to the Paying Agent as set forth in Sections 23 and 24 hereof. No part of any fund of the County is pledged or obligated to the payment of the.Series B Bonds. Section 21. Bond Reeistration and Transfer. If the book-entry only system described in Section 22 is no longer in effect, the District will 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 B Bonds as provided in this Section ("Bond Register"). While the book- entry only system is in effect,such books need not be kept,as the Series B Bonds will be represented by one Bond for each maturity registered in the name of Cede&Co.,as nominee for the Depository Trust Company ("DTC"). Subject to the provisions of 1this Section, the person in whose name a Series B Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series B Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series B 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 B Bonds, including interest, to the extent of the amount or amounts so paid. Any Series B Bond may be exchanged for Series B Bonds of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Paying Agent,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. In the event that the District determines to no longer maintain the book-entry only status sof the Bonds, DTC determines to discontinue providing such services, and no successor securities depository is named, or DTC requests the District to deliver Bond certificates to particular DTC Participants, any Series B Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of this Section by the person in whose name it is registered, in person or by their 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. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 15 I i If manual signatures on behalf of the District are required in connection with an exchange or transfer,the Paying Agent shall undertake the exchange or transfer of Series B Bonds only after the new Series B Bonds are signed by the authorized officers of the District. In all cases of exchanged or transferred Series B Bonds, the District shall sign and the Paying Agent shall authenticate and deliver Series B Bonds in accordance with the provisions of this Resolution. All fees and costs of transfer shall be paid by the requesting party. Those charges may be required to be paid before the procedure is begun for the exchange or transfer. All Series B Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt, and entitled to the same security and benefit under this Resolution as the Series B Bonds surrendered upon that exchange or transfer. Any Series B Bond surrendered to the Paying Agent for payment, retirement, exchange, replacement or transfer shall be canceled by the Paying Agent. The District and the County may at any time deliver to the Paying Agent for cancellation any previously authenticated and delivered Series B Bonds that the District and the County may have acquired in any manner whatsoever, and those Series B Bonds shall be promptly canceled by the Paying Agent. Written reports of the surrender and cancellation of Bonds shall be made to the District and the County by the Paying Agent and updated annually. The canceled Series B Bonds shall be destroyed by the Paying Agent in accordance with its procedures as confirmed in writing to the District. i Neither the District, the Treasurer-Tax. Collector nor the Paying Agent will be required: (a)to issue or transfer any Series B Bonds during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date of selection of Series B 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 B Bonds which have been selected or called for redemption in whole or in part. i Section 22. Book-Entry System.Except as provided below,the owner of all ofthe Series B Bonds shall be DTC, and the Series B Bonds shall be registered in the name of Cede & Co., as nominee for DTC. The Series B Bonds shall be initially executed and delivered in the form of a single, fully registered Bond for each maturity(which may be typewritten). Upon initial execution and delivery, as provided for herein,the ownership of such Series B Bond shall be registered in the Bond Register in the name of the Nominee identified below as nominee of The Depository Trust Company, New York, New York,and its successors and assigns. Except as hereinafter provided, all of the Outstanding Series B Bonds shall be registered in the Bond Register in the name of the nominee of the Depository,which may be the Depository,as determined from time to time pursuant, to this Section("Nominee"). i With respect to the Series B Bonds registered in the Bond Register in the name of the Nominee,neither the District nor the Paying Agent shall have any responsibility or obligation to any broker-dealers, banks and other financial institutions from time to time for which the Depository holds Series B Bonds. Without limiting the immediately preceding sentence,neither the District nor the Paying Agent shall have any(responsibility or obligation(unless the District is at such time the Depository)with respect to: (i)the accuracy of the records of the Depository,the Nominee, or any BAW&G/REA/i h/125156.5 19005 D 1.2 05/22/08 Final 16 I i Participant with respect to any ownership interest in the Series B Bonds; (ii) the delivery to any Participant or any other person, other than an Owner of a Series B Bond as shown-in the Bond Register, of any notice with respect to the Series B Bonds, including any notice of redemption; (iii) the selection by the Depository and its Participants of the beneficial interests in the Series B Bonds to be redeemed in the event the District redeems the Series B Bonds in part; or (iv) the payment to any Participant or any other person, other than an Owner of a Series B Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Series B Bonds. The District and the Paying Agent may treat and consider the person in whose name each Series B Bond is registered in the Bond Register as the holder and absolute Owner of such Series B Bond for the purpose of payment of principal and interest with respect to such Series B Bond,and for all other purposes whatsoever. The Paying Agent shall pay all principal of and interest on the Series B Bonds only to or upon the order of the respective Owner of the Series B Bond, as shown in the Bond Register;or their respective attorney duly authorized in writing,and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of and interest on the Series B Bonds to the extent of the sum or sums so paid. No person other than an Owner of a Bond, as shown in the Bond Register, shall receive a Series:B Bond evidencing the obligation of the District to make payments of principal and interest. Upon delivery by the Depository to the Owners of the Series B Bonds and the District of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee,and subject to the provisions herein with respect to Record Dates, the word Nominee in this Resolution shall refer to such nominee of the Depository. In order to qualify the Series B Bonds for the Depository's book-entry system, the District is executing and delivering to the Depository a Representation Letter. The execution and delivery of the Representation Letter shall not in any other way limit the provisions of this Section or in any other way impose upon the District any obligation whatsoever with respect to persons having interest in the Series B Bonds other than the owners of the Series B Bonds, as shown on the Bond Register. In addition to the execution and delivery of the Representation Letter, the District shall take such other actions,not inconsistent with this Resolution,as are reasonably necessary to qualify the Series B Bonds for the Depository's book-entry program. In the event that: (i)the Depository determines not to continue to act as securities depository for the Series B Bonds; or(ii)the Depository shall no longer so act and gives notice to the District of such determination,then the District will discontinue the book-entry system with the Depository. If the District determines to replace the Depository with another qualified securities depository, the District shall prepare or direct the preparation of new single,separate,fully registered Series B Bond, per maturity, registered in the name of such successor or substitute qualified securities depository or its nominee. If the District fails to identify another qualified securities depository to replace the Depository then the Series B Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Nominee,but shall be registered in whatever name or names owners of the Series B'Bonds transferring or exchanging Series B Bonds shall designate, in accordance with provisions of this Resolution,and the District shall prepare and deliver Series B Bonds to the owners thereof for such purpose. BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 17 In the event of a reduction in aggregate principal amount of Series B Bonds outstanding or an advance refunding of part of the Series B Bonds outstanding, DTC in its discretion: (a) may request the District to prepare and issue a new Series B Bond; or (b) may make an appropriate notation on the Series B Bond indicating the date and amounts of such reduction in principal,but in such event the District records maintained by the Paying Agent shall be conclusive as to what amounts are outstanding on the Series B Bond,except in the case of final maturity in which case the Series B Bond must be presented to the Paying Agent prior to payment. Notwithstanding any other provisions of this Resolution to the contrary,so long as any Series B Bond is registered in the name of the Nominee, all payments with respect to principal of, and interest on such Series B Bond and all notices with respect to such Series B Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository and acceptable to the District. The initial Depository under this Section shall be DTC. The initial Nominee shall be Cede & Co., as Nominee of DTC. Section 23. Establishment of Funds; Disposition of Proceeds of the Series B Bonds; Investment. (a) The proceeds from the sale of the Series B Bonds, to the extent of the principal amount thereof and excluding Bond proceeds deposited in the Debt Service Fund pursuant to Section 23(b), shall be paid to the County to the credit of a fund hereby created and established by the County and to be known as the"West Contra Costa Unified School District General Obligation Bond Election of 2005,Series B Building Fund"(the Building Fund)of the District,shall be kept separate and distinct from all other District and County funds,and those proceeds shall be used solely for the purpose for which the Bonds are being issued, and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The County shall have no obligation to ensure that the proceeds are applied in accordance with the preceding sentence. The interest earned on the monies deposited to the Building Fund shall be deposited to such Fund and such monies shall be used for the purposes for which the Series B Bonds were authorized at the direction of the District. (b) The accrued interest,if any,and any premium received by the District or the County from the sale of the Series B Bonds (if any after all or a portion of the Underwriter's discount are paid), as well as tax revenues collected by the County pursuant to Section 23 hereof and Sections 15250 et seq. of the Education Code, shall be deposited and kept in a fund established and held by the Treasurer-Tax Collector and designated as the "West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Debt Service Fund"(the Debt Service Fund) for the Series B Bonds and used only for payments of principal and interest on the Series B Bonds (subject to the provisions of Section 16(g) hereof) and when such shall become due. Except as required below to satisfy the requirements of Section 148(f) of the Code, as may be applicable, interest earned on investments of monies held in the Debt Service Fund shall be retained in the Debt Service fund and used to pay principal of, and interest on, the Series B Bonds when and as such BA WB&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 18 become due. The monies in the Debt Service Fund,to the extent necessary to pay the principal of and interest on the Series B Bonds as the same becomes due and payable,shall be transferred by the Treasurer to the Paying Agent for subsequent disbursement to the beneficial Owners of the Series B Bonds as provided in Section 24 hereof. The Debt Service Fund shall be administered by the Treasurer, and shall be kept separate and distinct from all other District and County funds. If,after payment in full of all principal, redemption premium, if any, and interest on the Series B Bonds, there remains funds in the Debt Service Fund,any such amounts shall be transferred to the General Fund of the District. (c) The District shall, at such time as shall be necessary, establish and create the "West Contra Costa Unified School District, Election of 2005, Series B Bonds Rebate Fund" ("Rebate Fund"),which fund shall be kept separate and distinct from all other District funds, and into which the District shall deposit, or direct deposit of, funds used to satisfy any requirement to make rebate payments to the United States pursuant to the Code as shall be applicable to the Series B Bonds and as set forth in Section 28. The principal requirements for rebate payments applicable to the Series B Bonds shall be as set forth in the Tax Certificate as executed and delivered by the District on the Date of Issuance. The Rebate Fund(if and when established pursuant to the requirements of the Tax Certificate)may, at the discretion and direction of the District, be held by the Paying Agent or the County. Responsibility for determining and calculating rebate payments, if any,due with regard to the Series B.Bonds are the sole responsibility of the District as further set forth in Sections 27 and 28. Monies in the Rebate Fund shall be invested in compliance with the limitations of the Code. (d) All proceeds of the Bonds and interest earning thereon shall be invested by the County, on behalf of, and pursuant to the written direction(s) of, the District, in Authorized Investments. The County may establish additional accounts or subaccounts of the above-described funds and subaccounts as the County shall deem necessary and prudent in furtherance of its duties pursuant to this Resolution. (e) Any excess proceeds of the Series B Bonds not needed for the authorized purposes set forth herein for which the Series B Bonds are being issued shall be transferred to the Debt Service Fund and applied to the payment of principal and interest on the Bonds at the direction of the District. If, after payment in full of the Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the General Fund of the District. Section 24. Security and Source of Payment for the Bonds; Funded Interest; Collection of Taxes. Pursuant to the provisions of Education Code Sections 15140 et seq. and 53506 et seq. the Series B Bonds shall be sold under terms and conditions which shall provide sufficient funds in order to pay or provide for interest accruing on the Series B Bonds through at least February 1,2009,or such other time period as shall be determined to be appropriate by the District's Financial Advisor and the Designated Officer. Series B Bond proceeds for such purpose shall,upon receipt by the District or the County,be deposited into the Debt Service Fund. Such funds shall be withdrawn and transferred by the Treasurer to the Paying Agent (as described below) on or before August 1,2009,to pay interest accrued and owing on the Outstanding Series B Bonds on such date. Any remaining amount of such proceeds held in the Debt Service Fund on August 2,2009,shall be BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 19 applied to the payment of interest accrued and owing on the Outstanding Series B Bonds on February 1, 2010. Pursuant to the California Constitution,the Authorization and State law,there shall be levied by the County,pursuant to Education Code Sections 15250 et seq.,on all the taxable property in the, in addition to all other taxes,a continuing direct ad valorem tax annually during the period the Series B Bonds are Outstanding,commencing in Fiscal Year 2008/2009,in an amount sufficient to pay the principal of, premium, if any, and interest on the Series B Bonds when due, which moneys when collected will be placed in the Debt Service Fund, which Fund is irrevocably pledged for the payment of the principal of, premium, if any, and interest on the Series B Bonds when and as the same fall due along with administrative costs and expenses for the Series B Bonds including fees and expenses of the Paying Agent. The moneys in the Debt Service Fund, to the extent necessary to pay the principal of, premium, if any, and interest on the Series B Bonds as the same becomes due and payable, shall be transferred by the Treasurer-Tax Collector to the Paying Agent (sufficiently in advance of each Interest Payment Date to allow for timely payment by the Paying Agent of principal and interest on the Series B Bonds). The Paying Agent will in turn submit the funds to DTC for remittance of such principal, premium, if any, and interest to its Participants for subsequent disbursement to the beneficial owners of the Series B Bonds. Any moneys remaining in the Debt Service Fund after the Series B Bonds and the interest and premium, if any,thereon have been paid, or provision for such payment has been made,shall be transferred to general fund of the District pursuant to the Education Code Section 15235 or any successor section thereto. Section 25. Defeasance. The Bonds may be defeased prior to maturity in the following ways: (a) Cash: By irrevocably depositing with a bank or trust company,in escrow,an amount of cash which,together with amounts then on deposit in the Debt Service Fund,is sufficient to pay all Bonds outstanding, including all principal and interest and premium, if any; or (b) Defeasance Obligations: By irrevocably depositing with a bank or trust company,in escrow,noncallable Defeasance Obligations together with cash,if required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and monies then on deposit in the Debt Service Fund, together with the interest to accrue thereon, be fully sufficient to pay and discharge all Bonds (including all principal and interest represented thereby) at or before their maturity date; then,notwithstanding that any Bonds shall not have been surrendered for payments,all obligations of the District and the County with respect to all outstanding Bonds shall cease and terminate,except only the obligation of the Paying Agent to pay or cause to be paid from funds deposited pursuant to paragraphs(a)or(b)of this Section,to the owners of the Bonds not so surrendered and paid all sums due with respect thereto. B A W&G/REA/i h/125156.5 19005 D 1.2 05/22/08 Final 20 I i i For purposes of this Section; Defeasance Obligations shall mean: I Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including (in the case of direct and general obligations of the United States of America) evidence of direct ownership or proportionate interests in future interest or principal payments of such obligations. Investments in such proportionate interests must be limited to circumstances wherein: (a)a bank or trust company acts as custodian and holds the underlying Defeasance Obligations; (b)the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying Defeasance Obligations; and (c) the underlying Defeasance Obligations are held in a special account,segregated from the custodian's general assets,and are not available to satisfy any claims of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated;provided that such obligations are rated or assessed "AAA" by Standard & Poor's if the Bonds are then rated by Standard & Poor's, and "Aaa" by Moody's Investors Service if the Bonds are then rated by Moody's Investors Service. Section 26. Partial Defeasance. A portion of the then-outstanding maturities of the Bonds may be defeased prior to maturity in the following ways: I (a) Cash: by irrevocably depositing with a bank or trust company,in escrow,an amount of cash which,together with amounts then on deposit in the Debt Service Fund,is sufficient to pay the designated outstanding maturities of Bonds,including all principal and interest and premium, if any; or j I (b) Defeasance Obligations: by irrevocably depositing with a bank or trust company, in escrow, noncallable Defeasance Obligations together with cash, if required, in such an amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon,be fully sufficient to pay and discharge the designated maturities of Bonds(including all principal and interest represented thereby at or before their maturity date); then, notwithstanding that any of such designated maturities of Bonds shall not have been surrendered for payment, all obligations of the District and the County with respect to such outstanding maturities of Bonds shall cease and terminate,except only the obligation of the County and the Paying Agent to pay or cause to be paid from funds deposited pursuant to paragraphs(a)or (b) of this Section,to the Owners of the bonds of such maturities designated for redemption not so surrendered and paid all sums duel with respect thereto. For purposes of this Section 26, "Defeasance Obligations" shall have the same meaning as set forth in Section 25 hereof. i BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 21 i Section 27. Tax and Arbitrage Matters. (a) The District represents that it shall not take any action, or fail to take any action if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series B;Bonds under Section 103 of the Code. i i (b) The District covenants to restrict the use of the proceeds of the Series B Bonds in such manner and to such extent, if any, as may be necessary, so that the Series B Bonds will not constitute"arbitrage bonds"under Section 148 ofthe Code and the applicable regulations prescribed under that section or any successor section. Calculations for determining arbitrage requirements are the sole responsibility of the District. (c) The District,in orderito maintain the exclusion from gross income for federal income tax purposes of the interest on the',Series B Bonds, covenants to comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code, as set forth in the nonarbitrage(tax)certificate to be provided to the District by Bowie, Arneson, Wiles& Giannone, Bond Counsel, on the date of initial delivery of the Series B Bonds and incorporated herein by this reference as a source of guidance fo'r compliance with such provisions. (d) The District shall at all times do and perform all other acts and things necessary or desirable and within its powers to assure,for the purposes of California personal and Federal income taxation,that the tax-exempt status of the interest paid on the Series B Bonds to the recipients thereof will be preserved. j (e) Notwithstanding any!other provision of this Resolution to the contrary, upon the District's failure to observe,or refusa!1 to comply with,the above covenant,no person other than the owners of the Series B Bonds shall be entitled to exercise any right or remedy provided to such owners under this Resolution on the basis of the District's failure to observe, or refusal to comply with, the above covenant. ,I Section 28. Rebate Fund. Ii (a) General. There shall, dt such time that such shall become necessary, be created and established the Rebate Fund as set forth in Section 23(c). All amounts at any time on deposit in the Rebate Fund shall be held in trust, to the extent required to satisfy the requirement to make rebate payments to the United States(for purposes of this Section 28,the"Rebate Requirements")pursuant to Section 148 of the Code and the Treasury Regulations promulgated thereunder(for purposes of this Section 28, the "Rebate Regulations"). Such amounts shall be free and clear of any lien hereunder and shall be governed by ithis Section 28, Section 27 and the Tax Certificate to be executed by the District. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 22 II i I 'I I (b) Deposits. I (i) Within 45 days of the end of each fifth year ending August 1, 2012 (for purposes of this Section 28, each, a 'Bond Year", unless otherwise defined in the Tax Certificate), commencing August 1, 2012: (1) the District shall calculate or cause to be calculated with respect to the Bonds the amount that would be considered the "rebate amount" within the meaning of Section 1.148-3 of the Rebate Regulations, using as the "computation date" for this)purpose the end of such five Bond Years; and (2) the District shall direct the County or the Paying Agent, as applicable, to deposit to the Rebate Fund from deposits from the District or from amounts on deposit the other funds established hereunder,if and to the extent required,amounts sufficient to cause the balance in the Rebate Fund to be equal to the "rebate amount" so calculated. (ii) The District shall not be required to deposit any amount to the Rebate Fund in accordance with the preceding sentence if the amount on deposit in the Rebate Fund prior to the deposit required to be made under this subsection (b) exceeds the "rebate amount" calculated in accordance with the preceding sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted under subsection (g) of this Section. i (iii) The District shall not be required to calculate the "rebate amount" and the District shall not be required,to deposit any amount,to the Rebate Fund in accordance with this subsection (b), with respect to all or a portion of the proceeds of the Bonds: (1)to the extent such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B)or Section 148 (f)(4)(C) of the Code or, Section 1.148-7(d) of the Rebate Regulations, whichever is applicable, and otherwise qualify for the exception of the Rebate Requirement pursuant to whichever of said sections is applicable: or(2)to the extent such proceeds are subject to an election by the District under Section 148(f)(4)(C)(vii)of the Code to pay a one and one-half percent (1.5%) penalty in lieu of arbitrage rebate in the event any of the percentage expenditure requirements of Section 148(f)(4)(C)arc not satisfied: or(3)to the extent such proceeds qualify for the exception to arbitrage rebate under Section 148(f)(4)(A)(ii) of the Code for amounts in a"bona fide debt service fund." In such event,and with respect to such amounts, the District shall not be required to deposit any amount to the Rebate Fund in accordance with this subsection (b). I (c) Withdrawal Following Payment of Bonds. Any funds remaining in the Rebate Fund after redemption of all the Bonds and any amounts described in paragraph (2) of subsection(d) of this Section 28, or provision made therefor satisfactory to the District, including accrued interest, shall be remitted to the District. I I i (d) Withdrawal for Payment ofRebate. Subject to the exceptions contained in subsection (b) of this section to the requirement to calculate the "rebate amount" and make deposits to the Rebate Fund,the District shall pay to the United States,from amounts on deposit in the Rebate Fund, BAW&G/REA/ih/125156.5 ISI 19005 D 1.2 05/22/08 Final 23 I II i II i (1) not later thaln 60 days after the end of. (i) the fifth Bond Year; and (ii) each fifth Bond Year thereafter,i,an amount that, together with all previous rebate payments, is equal to at least 90% of the "rebate amount" calculated as of the end of such Bond Year in accordance with Section 1.148-3 of the Rebate Regulations; and (2) not later than 60 days after the payment of all Bonds, an amount equal to 100% of the "rebate amount" calculated as of the date of such payment (and any income attributable to the "rebate amount" determined to be due and payable) in accordance with Section 1.148-3 of the Rebate Regulations. i (e) Deficiencies in the Rebate Fund. In the event that,prior to the time of any payment required to be made from the Rebate Fund,the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the District shall calculate the amount of such deficiency and direct the County or Paying Agent,as applicable,to deposit an amount received from the District equal to such deficiency into the Rebate Fund prior to the time such payment is due. I (f) Rebate Payments. Each payment required to be made pursuant to subsection(d) of this Section shall be made to the Internal Revenue Service Center,Ogden,Utah 84201,on or before the date on which such payment is due,and shall be accompanied by Internal Revenue Service Form 8038-T, such form to be prepared o',r caused to be prepared by the District. (g) Deficiencies in the Rebate Fund. In the event that immediately following the calculation required by subsection 1(b) of this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate Fund exceeds the "rebate amount" calculated in accordance with said subsection, upon written instructions from the District, the District shall withdraw, or cause to be withdrawn;the excess from the Rebate Fund and credit such excess to the Debt Service Fund. I (h) Records. The District shall retain records of all determinations made hereunder for such period of time as shall be required by applicable federal requirements. I (i) Survival of Defeasance.Notwithstanding anything in this Resolution to the contrary, the Rebate Requirement shall survive the payment in full or defeasance of the Bonds. i For purposes of this Section X28, "Defeasance Obligations" shall have the same meaning as set forth in Section 25 hereof. Section 29. Additional Findings and Directives. The Board hereby finds, determines and directs as follows: (a) The Series B Bonds shall be sold by competitive sale as set forth in Sections 7-11, inclusive, of this Resolution and elsewhere herein. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 24 i (b) The Series B Bonds shall be sold by competitive sale inasmuch as: (i)such a sale will allow the District to utilize the services of consultants who are familiar with the financial needs, status and plans of the District;and(ii)such a sale is expected to result in a lower cost to the District than a negotiated sale. (c) The District is represented by KNN Public Finance, as its Financial Advisor and by Bowie, Arneson, Wiles & Giannone as Bond Counsel to the District and Sidley Austin LLP as Disclosure Counsel to the District. (d) It is currently expected that the Series B Bonds will be sold to the market at a premium, with a portion of such premium being utilized to cover costs of issuance of the Series B Bonds such that the net amount deposited into the Building Fund shall be substantially equal to the par amount of the Series B Bonds. (e) The Board hereby directs that following the sale and delivery of the Series B Bonds that an itemized summary of the costs of the sale,issuance and delivery costs of the Series B Bonds shall be provided to the California Debt and Investment Advisory Commission(CDIAC). (f) The Board hereby directs that as part of the authorization of issuance, sale,issuance and delivery of the Series B Bonds that all necessary filings with CDIAC shall be completed by the District staff and/or its consultants on behalf of the District. The Board directs that confirmation of such filings shall be included in the transcript of agreements,resolutions,proceedings and documents prepared and delivered in connection with the authorization for issuance,sale,issuance and delivery of the Series B Bonds. Section 30. Continuing Disclosure. The District does hereby covenant and agree that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (as defined below). Notwithstanding any other provisions of this Resolution, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered a default by the District hereunder or under the Series B Bonds;however,the Underwriter or any holder or beneficial Owner of the Series B Bonds may take such actions as may be necessary and appropriate to compel performance with the Continuing Disclosure Certificate, including seeking mandate or specific performance by court order. For purposes of this Section, "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Series B Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. A form of the Continuing Disclosure Certificate is attached hereto as Exhibit`B" and incorporated by reference herein. The Designated Officer(s) are hereby authorized to approve the final form of the Continuing Disclosure Certificate with such changes, insertions and deletions as may be approved by the Superintendent and Disclosure Counsel, which approval shall be conclusively evidenced by execution and delivery thereof. KNN Public Finance is designated as the initial Dissemination Agent for the Series B Bonds. BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 25 Section 31. County Books and Accounts. The Treasurer-Tax Collector and the County Auditor-Controller are requested to keep, or cause to be kept,proper books or record and accounts to record (i) the amount of taxes collected pursuant to Section 24 hereof, (ii) all deposits, expenditures and investment earnings on the Debt Service Fund and the Building Fund and any and all accounts or subaccounts thereof, and (iii) all transfers of funds for the payment of principal, interest or redemption premiums on the Series B Bonds. The Treasurer-Tax Collector shall provide regular periodic statements of such funds and accounts to the District. Such books of record and accounts shall at all times during business hours and upon two days prior notice be subject to the inspection of the District and the Owners of not less than ten percent(10%)of the principal amount of the Series B Bonds then Outstanding, or their representatives authorized in writing. Section 32. Unclaimed Monies.Notwithstanding any of the foregoing provisions of this Resolution, any monies held by the Paying Agent for the payment of the Principal of, redemption premium, if any, or interest on the Series B Bonds remaining unclaimed for one year after the corresponding maturity or redemption date for such Series B Bonds shall be returned by the Paying Agent to the Treasurer, with any and all interest accrued thereon, for deposit into the Debt Service Fund. Notwithstanding any other provisions of this Resolution,any monies held in any fund 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 Series B Bonds and remaining unclaimed for one year after the Principal of all of the Series B Bonds have become due and payable (whether by maturity or upon prior redemption) shall be, after payment in full of the Series B Bonds, transferred to the General Fund of the District to be applied in accordance with law; provided, however, that the Paying Agent, or Treasurer, as may be the case,before making such payment, shall cause notice to be mailed to the Owners of all Series B Bonds that have not been paid, by first-class mail at the addresses on the Bond Register, postage prepaid, not less than 90 days prior to the date of such payment. Section 33. Amendments. The District may from time to time and at any time,without notice to or consent of any of the Owners,by action of the District Board, amend the provisions of this Resolution for any of the following reasons: (a) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or therein,or to make any other provision with respect to matters or questions arising under this Resolution,provided that such action shall not adversely affect the interests of the Bond Owners; (b) to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Resolution which are not contrary to or inconsistent with this Resolution as theretofore in effect; and (c) to modify, alter, amend or supplement this Resolution in any other respect which is not materially adverse to the Bond Owners. BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 26 In the event of any such amendment,the District shall promptly provide the County and the Paying Agent with copies of such amendment and the action of the District Board approving such amendment, Section 34. Compliance with Proposition 39 Accountability Requirements. The District hereby determines that it has complied, or will comply, with the applicable requirements prescribed by Proposition 39 and related applicable State statutory provisions, as follows: (a) Pursuant to Section 1(b)(3) of Article XIIIA of the California Constitution, the proceeds of the sale of the Series B Bonds(exclusive of costs of issuance and delivery of the Bonds) ("Bond Proceeds")shall be used only for the purposes specified in the list of specific school facilities projects approved by the voters in the Measure J Bond Election("Measure J School Facilities Project List") and not for any other purpose, including teacher and administrator salaries and any other school operating expenses. (b) Pursuant to Section 1(b)(3) of Article XIIIA of the California Constitution,the Measure J School Facilities Project List was made available to the public for review prior to and during the Measure J Bond Election,which included the District Board's evaluation of safety,class size reduction and information technology needs in developing the Measure J School Facilities Project List as set forth in Resolution No. 25-0506 of the District Board. (c) Pursuant to Section 1(b)(3) of Article XIIIA of the California Constitution, the District Board has conducted, and shall continue to conduct, or cause to be conducted, annual, independent performance audits to ensure that the Bond Proceeds have been expended only on the school facilities projects identified in the Measure J School Facilities Project List. (d) Pursuant to Section (1)(b)(3) of Article XIIIA of the California Constitution, the Board has conducted,and shall continue to conduct, or cause to be conducted,annual, independent financial audits of the Bond Proceeds until all of the Bond Proceeds have been expended for the school facilities projects identified in the Measure J School Facilities Project List. (e) The Bond measure and matters submitted to the voters as part of the Measure J Bond Election included statements in compliance with Education Code Section 15272. (f) The Measure J election results have been certified by the Board pursuant to Resolution No.25-0506, and such resolution has been filed as required under Education Code Section 15274. (g) Pursuant to Education Code Section 15278 et seq., the Board has established its Measure J Citizens' Oversight Committee("Committee")and appointed members thereto pursuant to the Committee Policy and Regulations previously adopted by the Board. (h) Pursuant to Education Code Section 15268, based on estimates that assessed valuation will increase in accordance;with Article XIIIA of the California Constitution,the tax rate BAW&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 27 to be levied to meet the requirements of Section 18 of Article XVI of the California Constitution with regard to the Series B Bonds(and the other currently outstanding bonds authorized and issued pursuant to the Measure J Bond Election) will not exceed sixty dollars ($60) per year per one hundred thousand dollars ($100,000) of taxable property within the District. The District shall provide, or be provided with, a certificate specifying the expected tax rate, and confirming compliance with this statutory requirements, at the time the Series B Bonds are delivered. Section 35. Compliance with State Law,Additional Reporting Requirements. That pursuant to Government Code Section 53410, the Board hereby finds, determines and directs as follows: (a) The proceeds of the Bonds shall be used only for the purposes set forth in the Measure J School Facilities Project List. (b) One or more funds or accounts(which may include subaccounts),as further described in Section 23 of this Resolution,shall be created into which the proceeds of the Series B Bonds shall be deposited. (c) The District's Senior Director, Bond Finance, or such other Officer as the Superintendent shall_direct, shall have the responsibility, no less often than annually, to provide to the District Board a written report which shall contain at least the following information: (i) The amount of the Bond Proceeds received and expended during the applicable reporting period; and (ii) The status of the acquisition, construction or financing of the school facility projects identified in the Measure J School Facilities Project List with the Bond Proceeds. The reports required by Section 35(c)may be combined with other periodic reports which include the same information,including,but not limited to,periodic reports made to the California Debt and Investment Advisory Commission,continuing disclosure reports or other reports made in connection with the Series B Bonds. The requirements of Section 35(c) shall apply only until all the Series B Bonds are redeemed or defeased, but if the Series B Bonds, or any series of Bonds, are refunded, such provisions shall apply until all such refunding bonds are redeemed or defeased. Section 36. Satisfaction of Other Costs, Including County Costs. (a) The District has retained the services of Bowie, Arneson, Wiles & Giannone to represent the District as Bond Counsel and Sidley Austin LLP to represent the District as Disclosure Counsel with regard to the issuance of the Series B Bonds. KNN Public Finance has been retained as the District's Financial Advisor with regard to the issuance of the Series B Bonds. The Bank of New York Trust Company, N.A. will serve as the District's initial Paying Agent. The District's Superintendent, or the Designated Officers, are hereby authorized to retain such other and further consultants and services,including,but not limited to,printing services,legal services or assessment BA W&G/REA/ih/125156.5 19005 D 1.2 05/22/08 Final 28 information services as are necessary or desirable to facilitate the issuance and delivery of the Series B Bonds. (b) That this Board authorizes the payment to the County of out-of-pocket expenses and other costs incurred by the County in connection with the County's support of,and participation in, the issuance of the Series B Bonds. (c) County Indemnification. The District Board hereby finds and determines as follows: (i) current requirements of the County require that the District provide for coverage of any County costs and expenses incurred as a result of the issuance and sale of the Series B Bonds and that the District provide a required indemnity to the County in connection therewith; (ii) that the District has legal authority to provide the required and within stated indemnification to the County; (iii) the District will 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 County Board of Supervisors,consenting to the issuance and sale of the Series B Bonds, or related to the proceedings for sale, award, issuance and delivery of the Series B Bonds in accordance therewith; and (iv) that the District will reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. Section 37. Approval of Actions. All actions heretofore taken by officers and agents of the District with respect to the sale and issuance of the Series B Bonds are hereby approved, confirmed and ratified. The President and Clerk- of the Board and the Superintendent and the Designated Officer(s) are each authorized and directed in the name and on behalf of the District to make and execute any and all certificates,requisitions,agreements,notices,consents,warrants and other documents, which they, or any of them, might deem necessary or appropriate in order to consummate the lawful issuance,sale and delivery of the Series B Bonds and complete the directives set forth herein. Whenever in this Resolution any officer of the District is authorized to execute or countersign any document or take any action,such execution,countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on their behalf in case such officer shall be absent or unavailable. BA W&G/REA/ih/12 5156.5 19005 D 1.2 05/22/08 Final 29 ; li I I Section 38. Furnishing'of Copies. The Clerk or Secretary of the District Board shall furnish certified copies of this Resolution to Bowie,Arneson,Wiles&Giannone and shall send one (1) copy of this Resolution to each'of the following: i KNN Public Finance ATTN: Charles Feinstein 13333 Broadway, Suite 1000 Oakland, CA 94612 .I Contra Costa County Treasurer-Tax Collector Attn: Brice Bins 625 Court Street, Room 100 Martinez, CA 94553 i Contra Costa County- County Counsel's Office Attn: Silvano Marchesi 651 Pine Street, 9`h Floor II Martinez, CA 94553 I Section 39. Effective Date. This Resolution shall take effect immediately upon its passage. !i I [Remainder of this page is blank.] I i i I li i I i I I i B A W&G/RE A/i h/12 515 6.5 19005 D 1.2 05/22/08 Final 30 !I I ADOPTED, SIGNED AND APPROVED this 4" day of June, 2008, by the Board of Education of the West Contra Costa Unified School District of the County of Contra Costa, State of California. BOARD OF EDUCATION OF THE WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT I By: President of the BoardaEclucation of the j West Contra Costa Unified School District I - ATTEST: I . i I By. Clerk of the Board of E cation of the West Contra Costa Unified School Distri I i I i 31 . STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) T,Madeline Kronenberg, Clerk of the Board of Education of the West Contra Costa Unified School District, do hereby certify that the foregoing resolution was duly adopted by the Board of . Education of the School District at a regular meeting of Board held on the 4th day ofJune,2008, at which meeting a quorum of such Board was present and acting throughout and for which notice and an agenda was prepared and posted as required by law, and that such Resolution was so adopted by the following vote: AYES: 5 NOES: 0 ABSTAIN: 0 ABSENT: 0 By: Clerk of the Board of Eduadtion of the West Contra Costa Unified School District 32 STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) I,Madeline Kronenberg, Clerk of the Board of Education of the West Contra Costa Unified School District,do hereby certify that the foregoing is a full,true and correct copy of Resolution No. 90-0708 that was duly adopted by such Board and that the same has not been amended or repealed. Dated this 4th day of June, 2008 By: Clerk of the Board ofucation of the West Contra Costa Unified School District 33 EXHIBIT A OFFICIAL NOTICE OF SALE OFFICIAL NOTICE OF SALE $120,000,000* WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2005, SERIES B (Contra Costa County, California) NOTICE IS HEREBY GIVEN that unconditional proposals for the purchase of $120,000,000* par value general obligation bonds ('Bonds") of the West Contra Costa Unified School District, Contra Costa County, California, ("District") will be received by the Financial Advisor(KNN Public Finance)for the District at the place and up to the time below specified in any one of the following forms: (i) telefax/facsimile submission; or(ii) electronic submission via the i-Deal PARITY®electronic bid submission system (as set forth herein): DATE/TIME: ,June_,2008 at 9:30 a.m. (Pacific Time) PLACE: Office of the Financial Advisor KNN Public Finance Attn: Dave Olsen 1333 Broadway, Suite 1000 Oakland, CA 94612 ELECTRONIC BIDS: Bids may be transmitted via the Thompson Financial Municipals Group i- Deal(tm) BiDCOMP/PARITY® electronic bid submission system ('BiDCOMP/PARITY")(see discussion under the heading"Electronic Bids" as set forth herein). Such bids must be submitted and transmitted by 9:30 a.m. on the date set forth above, and the District, Bond Counsel and KNN Public Finance assume no responsibility for the failure of such bids to be received prior to that time. Additionally,the Preliminary Official Statement for the Bonds is available at no cost in an electronic version on the internet at: FACSIMILE BIDS: Bids may be transmitted by telefax/facsimile to (S 10) 208-8282. Such bids must be transmitted and received by 9:30 a.m.on the date set forth above,and the District,Bond Counsel and KNN Public Finance assume no responsibility for the failure of such bids to be received prior to that time. For additional instructions regarding submission of bids,see"Terms of Sale- Submission of Bids; Form; Award" herein. *Subject to change, see "TERMS OF SALE-Adjustment of Principal Amounts". ISSUE; BOOK- ENTRY: $120,000,000* consisting of fully registered Bonds, without coupons. The Bonds will be issued in minimum denominations of$5,000. The Bonds will be issued in a book-entry only system with no physical distribution of the Bonds made to the public. The Depository Trust Company,New York,New York ("DTC"), will act as depository for the Bonds which will be immobilized in its custody. The Bonds will be registered in the name of CEDE&CO.,as nominee for DTC,on behalf of the participants in the DTC system and the subsequent beneficial owners of the Bonds designated,"West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B". MATURITIES: The Bonds will mature on August 1 in each of the years and in the amounts as follows: MATURITY PRINCIPAL MATURITY PRINCIPAL (August 1) AMOUNT($)* (August 1) AMOUNT($)* 2009 2024 2010 2025 2011 2026 2012 2027 2013 2028 2014 2029 2015 2030 2016 2031 2017 2032 2018 2033 2019 2034 2020 2035 2021 2036 2022 2037 2023 *Subject to change, see "TERMS OF SALE-Adjustment of Principal Amounts" (Bonds shall be dated the date of delivery -Expected to be June_,2008) Xmportant note-The winning bidder will be required to pay, from the underwriter's gross spread, certain costs of issuance of the Bonds - see "TERMS OF SALE - Payment of Issuance Costs",and will be required to provide funds for a stated interest payment on the Bonds - see "TERMS OF SALE -Funding of Interest", below. Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 2 of 13 Authori The Bonds will be issued pursuant to the Constitution and laws of the State of California. The issuance of the Bonds was authorized by at least fifty-five percent(55%) of the qualified electors of the District voting on a bond measure conducted at the Special Statewide election held on November 8, 2005 ("Measure J Bond Election"). Issuance and sale of the Bonds was authorized by a resolution adopted by the Board of Education of the District on June 4, 2008 ("Bond Resolution"). Interest: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed twelve(12%)per annum,payable initially on February 1,2009,for the first period, and semi-annually thereafter on August 1 and February 1. Payment: Principal of the Bonds will be payable upon surrender at The Bank of New York Trust Company,N.A.("Paying Agent"). Interest on the Bonds will be payable by check mailed to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. The Owner of an aggregate Principal Amount of $1,000,000 or more may request in writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date. Both the payment of principal of and interest and premium (if any) on the Bonds are pay full in lawful money of the United States of America. Registration: The Bonds will be issued as fully registered bonds as to both principal and interest. All of such exchanges shall be made in such manner and upon the terms and conditions as prescribed in the Bond Resolution. Any transfer of ownership or exchange may be subject to a reasonable fee and any tax or governmental change that may be imposed in connection therewith. The Bonds will be issued in a book-entry only system with no physical distribution of the Bonds made to the public. Optional Redemption: The Bonds maturing on or before August 1,2018, are not subject to optional redemption prior to maturity. The Bonds maturing on August 1, 2019, or any date thereafter, are subject to redemption prior to their respective stated maturity dates at the option of the District, as a whole or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, on August 1, 2018, or any date thereafter, and may be redeemed prior to the maturity thereof at par plus accrued interest to date of redemption payable from any source lawfully available therefor, as follows: Redemption Date Redemption Price August 1, 2018 and thereafter 100.0% If less than all of the Bonds shall be called for redemption,the particular Bonds or portions thereof to be redeemed shall be called in such order as shall be directed by the District and, in lieu of such direction,in inverse order of their maturity. Within a maturity,the Paying Agent shall select the Bonds for redemption by lot; provided, however, that the portion of any Bond to be redeemed Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 3 of 13 shall be in the principal amount of five thousand dollars($5,000)or some integral 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 five thousand dollars ($5,000). Special Bidders Option,Term Bonds(Sinking Fund Redemption): Any bidder may elect to combine any number of consecutive maturities of Bonds , for which an identical yield to maturity has been specified, to comprise term bonds, by indicating such an election on the bid form. The election to create term bonds in such manner will require the creation of a mandatory sinking fund so that the sinking fund redemption payments shall equal the principal amount of the corresponding serial bond maturities. Bonds designated as term bonds will be subject to mandatory sinking fund redemption on August 1 in each year so designated in the bid, at a redemption price equal to the designated amount thereof together with accrued interest thereon to the redemption date, without premium. Notice of Redemption: Notice of redemption of the Bonds,either by Optional Redemption, or sinking fund redemption (Term Bonds) shall be provided on the basis set forth in the Official Statement. Purpose: The proceeds of the Bonds will be applied to: (a)design,construction,acquisition and completion of specified school facilities projects including,but not limited to,elementary school projects, secondary school projects and facilities reconstruction projects and otherwise complying with the ballot submitted to the voters and approved in the Measure J Bond Election,and(b)to pay all necessary legal, financial, engineering and contingent costs in connection therewith, the Bonds are hereby authorized to be issued and such costs paid. Security: Pursuant to State law, the Bonds represent the general obligation of the West Contra Costa Unified School District secured by ad valorem property taxes, and the Board of Supervisors of Contra Costa County has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon without limitation as to rate or amount upon all property within the District subject to taxation(except for certain classes of personal property)and as further discussed in the Preliminary Official Statement. Right to Modify or Amend Official Notice of Sale: The District reserves the right to modify or amend this Official Notice of Sale including,but not limited to,the right to adjust and change the principal amounts and principal amortization schedule of the Bonds being offered; however, such modifications and amendments, if any, shall be made not later than 11:00 a.m. (California time)on the business day prior to the date specified for the receipt of bids for the Bonds and shall be communicated through The Bond Buyer Wire, Thompson Municipal Market Monitor (TM3) and/or the Bloomberg Business News Wire. Official Notice of Sale West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 4 of 13 i Terms and Conditions of Offer and Sale: All bids submitted shall be subject to all of the terms and conditions set forth in this Official Notice of Sale. Bond bidders are advised to review and consider all of the terms and conditions set forth in this Official Notice of Sale prior to submission of a bid. TERMS OF SALE Interest Rate: The maximum I ate bid may not exceed % per annum. Each rate bid must be a multiple of one-twentieth of one percent(1/20%) or one-eighth of one percent(1/8%)or any combination thereof. No Bond shall bear more than one interest rate,and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. [Interest rates for Bonds maturing in 20_to 20_,inclusive,must be level or ascending, any specified interest rate of a maturity of Bonds must be equal to, or higher then, all preceding specified interest rates (i.e. base year 20_L_).] Submission of Bids; Form, Award: The Bonds shall be sold for cash only. All bids must be for not less than all of the Bonds hereby offered for sale. The purchase price to be paid for the Bonds may not be less than the par! amount thereof. Each bid shall state that the bidder offers par, the premium, if any, and the rate or rates not to exceed those specified herein, at which the bidder offers to buy the Bonds. Each bid must be delivered in accordance with the requirements set forth herein,to be received not later than the date and time of sale set forth above. Each bidder shall state in its bid the total interest cost in dollars and the true interest rate determined thereby, which shall be considered informative only and not a part of the bid. Each bidder is requested to furnish the names of all firms participating in the bid. All bids must be accompanied by a good faith deposit as more fully described below under the heading "Bid Security". Any bidder may submit its bid by telefax/facsimile as set forth above. Bids submitted by facsimile transmission (fax) will be deemed late and will not be evaluated unless, at precisely the time indicated above for receipt of bids,the entire bid form has been fully ejected from the receiving fax machine at the place of the bid opening, and the interest rates and name and signature of the bidder are clearly readable by that time. NEITHER THE DISTRICT NOR ITS REPRESENTATIVES TAKE ANY RESPONSIBILITY FOR ANY DIFFICULTIES IN RECEIVING FAX TRANSMITTALS PRIOR TO THE DEADLINE FOR RECEIPT OF BIDS. BIDS SUBMITTED BY FAX ARE AT THE RISK OF THE BIDDER. No attempt will be made prior to the deadline for opening bids to inform any bidder that its bid was incomplete, illegible, or not received. Bids may, alternatively, be submitted electronically through BiDCOMP/PARITY. The BiDCOMP/PARITY system can be accessed on the internet at www.newissuehome.i-deal.com. Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 5 of 13 I A prescribed form of bid for the Bonds has been prepared and all delivered and facsimile bids must be submitted on such form. .Bids submitted electronically shall conform to the requirements under the heading "Electronic Bids" herein. i Electronic Bids: Electronic bids must conform with the procedures established by BiDCOMP/PARITY. Solely as an accommodation to bidders, electronic bids will be received exclusively through BiDCOMP/PARITY in accordance with this Official Notice of Sale until 9:30 a.m. California Time, on the specifiedlbid date,but no bid will be received after the time specified herein for receiving bids. To the extent any instructions or directions set forth in BiDCOMP/PARITY conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about BiDCOMP/PARITY,potential bidders may contact the District's Financial Advisor, KNN Public Finance,1333 Broadway, Suite 1000, Oakland, California 94612, telephone (510) 208-8211, or i-Deal at i-Deal LLC, 1359 Broadway, 2nd Floor, New York,NY 10018, Telephone (212) 849-5021. Important Note: This notice will be submitted to I-Deal LLC BiDCOMP/PARITYC for posting at the TM# website and in the I-Deal LLC BiDCOMP/PARITYC bid delivery system. In the event I-Deal LLC BiDCOMP/PARITYC summary of the terms of sale of the Bonds disagrees with this Official Notice in any particular, the terms of this Official Notice shall control (unless notice of an amendment hereto is given as described herein). WarningRe ag rdin Electronic Bids: The District will accept bids in electronic form solely through BiDCOMP/PARITY on the Official Bid form created for such purpose. Each bidder submitting an electronic bid understands and agrees by doing so that it is solely responsible for all arrangements with BiDCOMP/PARITY,that the District neither endorses nor explicitly encourages the use of BiDCOMP/PARITY, and I that BiDCOMP/PARITY is not acting as an Agent of the District. Instructions and forms Ifor submitting electronic bids must be obtained from BiDCOMP/PARITY, and the District assumes no responsibility for ensuring or verifying bidder compliance with the procedures of BMCOMP/PARITY. The District shall assume that any bid received through BiDCOMP/PARITY has been made by a duly authorized Agent of the bidder. The District will make its best efforts to accommodate electronic bids;however the District, the Financial Advisor and Bond Counsel assume no responsibility for any error contained in any bid submitted electronically,or for failure of any bid to be transmitted;received or opened at the official time for receipt of bids. The official time for receipt of bids will be determined by the District at the place of bid opening, and the District shall not be required to accept the time kept by BiDCOMP/PARITY as the official time. In the event of a malfunction in the electronic bidding process, bidders should submit their bids on the official designated bid form by facsimile to: (510) 208-8282. Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 6 of 13 Adjustment of Principal Amounts: The principal amounts of each maturity and the aggregate principal amount of Bonds set forth above reflect certain assumptions of the District and its Financial Advisor with respect to the likely interest rates of the winning bid. Correspondingly, following the determination of the successful bidder, the Superintendent or the Superintendent's designee, acting on behalf of the District, reserves the right to increase or decrease the principal amount of any and each maturity of the Bonds (or, in the case of term Bonds,the principal amount thereof which is subject to mandatory redemption on August 1 in any year)in$5,000 increments of principal amounts. The aggregate principal amount of the Bonds shall not exceed$120,000,000 under any circumstances. Such adjustment shall be made within twenty-six(26)hours following the bid opening and in the sole discretion of the Superintendent or the Superintendent's designee, upon recommendation of the District and the Financial Advisor, and notice of any such adjustment shall be given to the successful bidder as soon as practical following the notification of the award of bid,as set forth below. IN THE EVENT OF ANY SUCH ADJUSTMENT,NO REBIDDING OR RECALCULATION OF THE BIDS SUBMITTED WILL BE REQUIRED OR PERMITTED AND THE SUCCESSFUL BID MAY NOT BE WITHDRAWN, AND THE SUCCESSFUL BIDDER WILL NOT BE PERMITTED TO CHANGE THE INTEREST RATE(S) IN ITS BID FOR THE BONDS. Best Bidder: The Bonds will be awarded to the best responsible bidder offering the lowest true interest cost to the District. The true interest cost for the best bid will be determined on the basis of the aggregate present value of each semi-annual payment. The present value will be calculated to the dated date of the Bonds and will be based on the bid amount(par value plus any premium or less any discount, specified in the bid);excluding the accrued interest from the date of the Bonds to the date of the delivery of the Bonds) The determination of the bid representing the lowest true interest cost will be made without regard to any adjustments made or contemplated to be made after award by the District, as described herein under the heading "Adjustment of Principal Amounts," even if such adjustments have the effect of raising the true interest cost of the successful bid to a level higher than the bid containing the next lowest true interest cost prior to adjustment. Right of Cancellation of Sale by District:The District reserves the right,in its sole discretion, at any time to cancel the public sale of the Bonds. In such event, the District shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated via the Bond Buyer Wire as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds. Right of Rejection: The District reserves the right,in its sole discretion,to reject any and all bids and to the extent not prohibited by law, to waive any irregularity or informality in any bid, except that no bids will be accepted later than 9:30 A.M. on the date set for receipt of bids.. i Prompt Award: The Superintendent, or the Superintendent's authorized designee,will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of proposals; provided,that the award may be made after the expiration of the specified time if the bidder shall not have given to the District Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 7of13 notice in writing of the withdrawal of such proposal. The purchase price of the Bonds must be paid on the date of the delivery of the Bonds in funds which are immediately available to the Contra Costa County Treasurer-Tax Collector ("Treasurer-Tax Collector") on behalf of the District. Rebidding: In the, event that the Superintendent, or the Superintendent's authorized designee,does not award a bid on the date specified above,proposals will be received the following Tuesday at the same time and place specified above, and each Tuesday thereafter, until such time as a bid is awarded or notice to the contrary is given. Payment of Issuance Costs: The successful bidder will be required to pay$ in costs of issuance of the Bonds from the underwriter's gross compensation at the time of delivery of the Bonds. This amount should not be added to the price paid for the Bonds. Funding and payment of this amount is not optional and is in addition to any premium paid for the policy of municipal bond insurance for the Bonds(see "TERMS OF SALE-Qualification for Insurance" below). The winning bidder will be required to pay to the Paying Agent Bank (as fiscal agent)such costs of issuance prior to,or concurrent with,the close of the Bonds and may not transmit this amount directly to the District or the County. Bidders should include payment of such costs in calculating their bids. Funding of Interest: The successful bidder will be required to provide not less than $ ("Interest Payment Amount") in funded interest. This amount is in addition to the purchase price paid for the Bonds and is separate and in an addition to the payment of issuance costs described above. Funding and payment of this amount is not optional. The winning bidder will be required to pay to the County Treasurer the Interest Payment Amount prior to, or concurrent with, the closing of the Bonds (which may be in the form of a consolidated wire transfer with the purchase price of the Bonds). Bidders shall include the funding of the Interest Payment Amount in calculating their bids. Place of Delivery; Cancellation for Late Delivery: It is expected that the Bonds will be delivered to DTC for the account of the successful bidder within thirty (30) days from the date of sale thereof. The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Bonds are not tendered for delivery within sixty(60) days from the date of the sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying their bid. Bid Security: A good faith deposit of$ in the form of a certified or cashier's check or a Financial Surety Bond in the amount of$ payable to the order of theTreasurer- Tax Collector must accompany each proposal as a guaranty that the bidder,if successful,will accept and pay for the Bonds in accordance with the terms of this bid. If a certified or cashier's check is used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State.of California, and such bond must be submitted to the County or Financial Advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose deposit is guaranteed by-such Financial Surety Bond. If the Bonds are Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 8 of 13 awarded to a bidder utilizing a Financial Surety Bond,then such bidder must submit its Deposit to the County Treasurer or the District's Financial Advisor in the form of a cashier's check (or wire transfer such amount as instructed by the County or the Financial Advisor)not later than 3:30 p.m. California time on the next business day following the award. If such Deposit is not received by that . time, the Financial Surety Bond may be drawn by the County Treasurer, on behalf of the District, to satisfy the Deposit requirement. The proceeds of the check accompanying any accepted proposal shall be applied on the purchase price or,if such proposal is accepted but not performed,unless such failure of performance shall be caused by any act or omission of the District, shall then be retained by the County Treasurer for the benefit of the District. The check accompanying each unaccepted proposal will be returned promptly. No interest will be paid upon the deposit made by any bidder. Deposit checks of all bidders (except the successful bidder) will be returned by the County Treasurer promptly following the award of the Bonds to the successful bidder. The principal amount of such deposit(s)made by the successful bidder shall be applied to the purchase price of the Bonds at the time of delivery thereof. If the purchase price for an awarded lot of Bonds is not paid in full upon tender of such Bonds,the successful bidder therefor shall have no right in or to the Bonds or to the recovery of its deposit, or to any allowance or credit by reason of such deposit, unless it shall appear that such Bonds would not be validly issued if delivered to the successful bidder in the form and manner proposed'. In the event of nonpayment by the successful bidder,the amount of the deposit shall be retained by the District as and for liquidated damages for such failure by the successful bidder, and such retention shall constitute a full release and discharge of all claims by the District against the successful bidder arising from such failure. The District's actual damages in such event may be greater or may be less than the amount of the Deposit. Each bidder waives any right to claim that the District's actual damages are less than such amount. Change in Tax Exempt Status: At any time before the Bonds are tendered for delivery,the successful bidder may disaffirm and withdraw its proposal if the interest received by private holders from Bonds of the same type and character as the Bonds shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable, or be required to be taken into account in computing federal income taxes(except alternative minimum taxes payable by corporations)by any federal income tax law enacted subsequent to the date of this notice. Qualification for Insurance: If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder,any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs,including rating agency fees other than the ratings provided by Standard & Poor's and Fitch Ratings Service (which shall be paid by the District), shall be paid by such bidder. In particular,the District will neither amend or supplement its issuance resolution in any way nor will it agree in advance of the sale of the Bonds to enter into any additional agreement(s)with respect to the provision of such policy. ANY FAILURE OF THE BONDS TO BE SO INSURED OR ANY Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 9 of 13 FAILURE OF SUCH POLICY OF INSURANCE TO BE ISSUED SHALL NOT IN ANY WAY RELIEVE THE PURCHASER OF ITS CONTRACTUAL OBLIGATIONS ARISING FROM THE ACCEPTANCE OF ITS PROPOSAL TO PURCHASE THE BONDS. IN THE EVENT OF SUCH FAILURE, THE DISTRICT SHALL AMEND THE OFFICIAL STATEMENT AND THE COST OF PRINTING AND MAILING SUCH SUPPLEMENT SHALL BE BORNE BY THE SUCCESSFUL BIDDER ALONE. Each Purchaser must provide the District with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insurance provider.for inclusion in the final Official Statement within two(2)business days following the award of the bid. The District will require (i) a certificate from the insurance provider regarding disclosure in the Official Statement about the insurance provider and its policy on or prior to the date of delivery of the Bonds, (ii) a certificate establishing that the municipal bond insurance policy is a "qualified guarantee"within the meaning of Treasury Regulations section 1.148-4(f),(iii)an opinion of counsel to the insurance provider concerning the enforceability of the municipal bond insurance policy, in form reasonably satisfactory to the District and the respective Purchaser, and (iv) an opinion of counsel to the insurance provider,in form reasonably satisfactory to the District and Bond Counsel, to the effect that the information furnished by such insurance provider and contained in the Official Statement is accurate in all material respects. CLOSING DOCUMENTS AND PROCEDURES ClosingPVers: Bond Printing:_ Each proposal will be understood to be conditioned upon the District's furnishing to the purchaser,without charge,concurrently with payment for and delivery of the Bonds,the following closing papers,each dated the date of delivery. The cost of printing the Bonds will be borne by the District. (a) Legal Opinion: The opinion of Bowie,Arneson, Wiles&Giannone,Bond Counsel, approving the validity of the Bonds and stating that, under existing law, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for present purposes of the federal alternative minimum tax imposed on individuals and corporations; however,noting that with respect to corporations,such interest is taken into account in determining certain income and earnings for the purpose of computing the alternative minimum tax imposed on such corporations, and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws. Other federal tax consequences to holders of the Bonds, if any, are not addressed in the opinion. A copy of the opinion rendered by Bond Counsel will be printed on each Bond. No charge will be made to the purchaser for such printing or certification; (b) A certificate of the District certifying that on the basis of the facts, estimates, expectations and circumstances in existence on the date of issue, neither will the proceeds of the Bonds be used in a manner that would cause the Bonds to be arbitrage bonds, nor shall the District engage in any other acts which would cause the Bonds to be arbitrage bonds; Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 10 of 13 (c) The receipt of the County showing that the purchase price of the Bonds, including interest accrued to the date of delivery thereof, has been received by the County on behalf of the District; (d) A certificate executed by an officer for the District,certifying that there is no known litigation threatened or pending affecting the validity of the Bonds; (e) Disclosure Certificate: The District will delivery to the purchaser of the Bonds a certificate of an official of the District) dated the date of Bond delivery, stating that as of the date hereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statement made therein,in the light of the circumstances under which they were made,not misleading, and further certifying than the signatory knows of no material adverse change in the condition of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds; and (f) Continuing Disclosure Certificate: The District will deliver to the purchase of the Bonds a Continuing Disclosure Certificate, signed by an authorized officer of the District, dated as of the date of the delivery of the Bonds,certifying that the District will make available annual reports and provide notices of certain events, in order to assist the successful bidder in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). The form of the Continuing Disclosure Certificate will be printed in the Preliminary Official Statement relating to the Bonds. Bidders are advised to review this form to determine that it will satisfy their responsibilities under Securities and Exchange Commission Rule 15c2-12(b)(5). Certification of Reofferin Price: The successful bidder shall be required to notify the District within twenty-four (24) hours of the submittal of bidder's bid, and as a condition to the delivery of the Bonds by the District, to deliver to the District a certificate, in form and substance satisfactory to the District and Bond Counsel, including the following: (i) that, as of the date of award, the Bonds were expected to be resold in a bona fide public offering; (ii) the initial offering price at which a substantial amount(at least 10%)of each maturity of the Bonds were sold to the public; and (iii) that no Bonds of a single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors. Such certificate shall be in a form and substance satisfactory to Bond Counsel and shall include such additional information and certifications as may be requested by Bond Counsel. Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 11 of 13 i iI 1 CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses of printing CUSIP numbers on the Bonds and the CUSIP Service Bureau charge for the assignment of such CUSIP numbers shall be paid by the successful bidder. I Payment of Fees: The successful bidder shall be required to pay all fees required by The Depository Trust Company,Bond Market Association,Municipal Securities Rulemaking Board,and any other similar entity imposing a fee in connection with the issuance of the Bonds. The successful bidder shall be required,pursuant to State Law,to pay any fees to the California Debt and Investment Advisory Commission ("CDIAC'j). CDIAC will invoice the successful bidder after the closing of the Bonds. Preliminary Official Statement, Official Statement: Reference is made to the Preliminary Official Statement adopted by the District for more details regarding the Bonds. The District has covenanted that it has adopted an Preliminary Official Statement meeting the requirements of Securities and Exchange Commission Rule 15c2-12 relating to the Bonds, a copy of which will be furnished upon request to KNN Public Finance,1333 Broadway, Suite 1000, Oakland, California 94612, telephone (510) 208-8211:, Within seven (7) business days from the sale date, the District will deliver to the purchaser copies of the final Official Statement, executed by an authorized representative of the District and dated the date of delivery thereof to the purchaser, in sufficient number to allow the purchaser to comply with paragraph (b)(4) of the Rule and to satisfy the Municipal Securities Rulemaking'Board ("MSRB") Rule G-32 or any other rules adopted by the MSRB,which shall include information permitted to be omitted by paragraph(b)(1)of the Rule and such other amendments or supplements as shall have been approved by the District("Final Official Statement"). The purchaser agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement. The District will furnish to the successful bidder, at no charge, not in excess of copies of the Official Statement for use in connection with any resale of the Bonds. i i [Reminder of this page is blank] ( I ; �I Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 12 of 13 I i I I GIVEN BY ORDER of the Board of Education of the West Contra Costa Unified School District, California, adopted Junej 4, 2008. i -EXHIBIT- I Clerk of the Board of Education i i ,I I II i I Official Notice of Sale-West Contra Costa Unified School District General Obligation Bonds,Election of 2005, Series B Page 13 of 13 I EXHIBIT "B" FORM OF SERIES B BOND STATE OF CALIFORNIA COUNTY OF CONTRA COSTA REGISTERED REGISTERED NO. EXHIBIT $EXHIBIT WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2005, SERIES B (Contra Costa County, California) INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP: per annum August 1, 20 52008 000000 XX0 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT ("District") in Contra Costa County, California("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 until the Principal Amount is paid or provided for at the Interest Rate stated above,on February 1 and August 1 of each year("Interest Payment Dates"),commencing February 1, 2009. This Bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof unless it is authenticated as of a day during the period from the 15th day of the month next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date,or unless it is authenticated on or before January 15, 2009, in which event it shall bear interest from the Date of Issuance. Principal and interest 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 (or, if applicable, one or more predecessor bonds) is registered ("Registered Owner") on the Register maintained by the Paying Agent, initially The Bank of New York Trust Company ("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 mailed by first class mail by the Paying Agent on each Interest !Payment Date to the Owner of this Bond (or one or more predecessor bonds) as shown and at the address appearing on the Bond Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date("Record Date"). The Owner of an aggregate Principal Amount of$1,000,000 or more may request in writing I B-1 to the Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date. This Bond is one of a series ofd$ in aggregate principal amount of bonds issued for the purpose of raising money for real property acquisition or improvements, namely: design, construction, acquisition and completion of specified school facilities projects including, but not limited to, elementary school projects, secondary school projects and facilities reconstruction projects, and otherwise complying with the ballot submitted to the voters and approved in the Measure J Bond Election, and is hereby authorized to be issued and all necessary legal, financial, engineering and contingent costs in connection therewith paid under authority of and pursuant to the laws of the State of California,and the requisite fifty-five percent of the electors of the District cast at an election held on November 8, 2005, upon the question of issuing bonds in an amount not to exceed$400,000,000, and the resolution of the Board of Education of the District adopted on June 4, 2008 ("Bond Resolution"). This Bond and the issue of which this Bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The Bonds of this issue are issuable only as fully registered bonds in the denominations of $5,000 or any integral multiple thereof. This Bond is exchangeable and transferable for bonds of other authorized denominations at the principal corporate trust office of the Paying Agent by the Registered Owner or by a person legally empowered to do so,upon presentation and surrender 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 Bonds maturing on or before August 1, 2018, are not subject to optional redemption prior to maturity. The Bonds maturing on August 1, 2019, or any date thereafter, are subject to redemption prior to their respective stated maturity dates at the option of the District, as a whole or in part among maturities on such basis as shall be designated by the District and by lot within a maturity, on August 1, 2018, or any date thereafter, and may be redeemed prior to the maturity thereof at par plus accrued interest to date of redemption payable from any source lawfully available therefor, as follows: Redemption Date Redemption Price August 1, 2018 and thereafter 100.0% j B-2 [THE FOLLOWING TO APPEAR ON BONDS IF APPLICABLE: The Bonds maturing on August 1, 20_, are subject to mandatory sinking fund redemption in part by lot, on August 1 of each year, commencing August 1, 20_, and on each August 1 thereafter in accordance with the schedule set forth below. The Bonds so called for mandatory sinking fund redemption shall be redeemed at the principal amount of such Bonds to be redeemed, plus accrued but unpaid interest, without premium. Redemption Year Principal Amount 20 20! 20_(maturity) 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 Paying Agent; 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 by lot by the Paying Agent. 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 (unless all of the Bonds or all of the Bonds of a maturity are to be redeemed)and CUSIP numbers, if any, 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 issue of Bonds and the specific bonds redeemed,including the dated date, interest rate and stated maturity date of each. Such notice shall further state that on the specified date there shall become due and payable upon each bond to be redeemed,together with interest accrued to the date of redemption,the redemption premium,if any,and that from and after such date interest with respect thereto shall cease to accrue. Notice of redemption shall be 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 registered Bonds designated for redemption at their addresses appearing on the Bond registration books,in every case at least thirty(3 0)days,but not more than sixty(60)days,prior to the redemption date;provided that neither failure to receive such.notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the I redemption of such Bonds, nor entitle the owner thereof to interest beyond the date given for redemption. I . i B-3 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 business day of the month next preceding either any Interest Payment Date or any date of selection of 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 Bond which has been selected or called for redemption in whole or in part. The Bond Resolution contains provisions permitting the District to make provision for the , payment of the interest on, and the principal and premium, if any, of any of the Bonds so that the Bonds shall no longer be deemed to be outstanding under the terms of the Bond Resolution. The rights and obligations of the District and of the Registered Owners of the Bonds may be amended at any time,and in certain cases without the consent of the Registered Owners to the extent and upon the terms and conditions provided in the Bond Resolution. Reference is made to the Bond Resolution for a more complete description of the provisions with respect to the nature and extent of the security for the Bonds,the rights,duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and other 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 and of the laws of the State of California governing the issue of the Bonds. IT IS CERTIFIED AND RECITED that all acts and conditions required by the Constitution and laws of the State of California to exist,to occur and 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 obligation bonds 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 inI 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 not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication below has been manually signed. I I B-4 I IN WITNESS WHEREOF,the West Contra Costa Unified School District, Contra Costa County, California,has caused this Bond to be executed in their official capacities by the manual or facsimile signature of the President of the District Board of Education, and to be countersigned by the manual or facsimile signature of the;Clerk of the District Board of Education,and has caused the seal of the District to be affixed hereto; all as of the date stated hereof. [SEAL] WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT -EXHIBIT- By President of the Board of Education COUNTERSIGNED: -EXHIBIT- Clerk of the Board of Education B-5 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Bond Resolution referred to herein. Date of Registration and Authentication: THE BANK OF NEW YORK TRUST COMPANY,N.A.,Paying Agent as authenticating agent -EXHIBIT- By Authorized Representative I B-6 i [STATEMENT OF INSURANCE] i B-7 i FORM OF ASSIGNMENT For value received,the undersigned'sells, assigns and transfers unto I, (print/type name, address, zip code, tax identification or Social Security number of assignee) the within Bond and do(es) 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. Date: -EXHIBIT- Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond is every particular, without alteration or any change whatever. Signature Guaranteed: -EXHIBIT- Signature must be guaranteed by an eligible guarantor institution. Unless this Bond is presented I by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede and 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. B-8 LEGAL OPINION (Fjorm of Legal Opinion) I I B-9 i I EXHIBIT "C" I j BID FORM j �I I I ( I I I ( I I j i I I I BID FORM FOR THE PURCHASE OF $120,000,000 WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2005,SERIES B (Contra Costa County,California) West Contra Costa Unified School District c/o KNN Public Finance Attn: 13333 Broadway, Suite 1000 Oakland,CA 94612 Ladies and Gentlemen: By authorized signature below, we offer to purchase WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2005,SERIES B ('Bonds"), in the amount of $120,000,000, in the denomination of$5,000 or any integral multiple thereof, and maturing and bearing interest as follows: MATURITY PRINCIPAL MATURITY PRINCIPAL (August 1 AMOUNT($)* Interest Rate Au ust 1 AMOUNT($)* Interest Rate 2009 % 2024 % 2010 I % 2025 % 2011 % 2026 % 2012 % 2027 % 2013 i % 2028 % 2014 % 2029 % 2015 % 2030 % 2016 % 2031 % 2017 % 2032 % 2018 % 2033 % 2019 % 2034 % 2020 % 2035 % 2021 % 2036 % 2022 % 2037 % 2023 I *Subject to change-see"TERMS OF SALE Adjustment of Principal Amounts" in the Official Notice of Sale. (Bonds shall be dated the date of delivery-expected to be ,2008) I I We will pay therefor the principal amount thereof,plus a premium of$ This proposal is made subject to all the terms and conditions of the Official Notice of Sale for such Bonds,dated June 4,2008("Official Notice of Sale"),all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal. The following maturities of Bonds shall be retired by mandatory sinking fund payments rather than serial maturities [(limited to maturities in 20_to 20_,inclusive)]: Bonds Maturing on August 1 in the Years(Term Bonds): through through through i I I I i I I This proposal is subject to acceptance,in whole or in part,within twenty-six(26)hours after expiration of the time for the receipt of proposals,as specified in ithe Official Notice of Sale. We have received and reviewed the Prl liminary Official Statement with respect to the Bonds("Preliminary Official Statement") and as a condition to bidding on the Bonds, have determined that we can comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Enclosed herewith a certified or cashier's check for$ ,payable to the order of the Contra Costa County Treasurer-Tax Collector, or alternatively, a Financial Surety Bond for that amount has been secured in accordance with the terms and conditions set forth in the Official Notice of Sale. We understand that no interest will be paid on good faith checks. We hereby request that printed copies of the Official Statement(not to exceed copies)pertaining to the Bonds be furnished tol us in accordance with the terms of the Official Notice of Sale. As of the date of award and as of the date of delivery of the Bonds, all members of our syndicate either participate in DTC or clear through or maintain i custodial relationship with an entity that participates in such depository. This bid is submitted with our intention to purchase a bond insurance policy from (Fill in if applicable), an insurer that satisfies the terms and conditions of the Official Notice of Sale. Such insurance wiill be obtained at our expense. I The following is our computation made as provided in the Official Notice of Sale,but not constituting any part of the foregoing,of the true interest cost under'the foregoing proposal: Gross Interest Cost $ Less Premium $ Net Interest Cost $ True Interest Cost % These estimates are provided for informations 1 purposes only and are not binding on the District or the undersigned. Authorized Signature: I Name of Firm By (Print Name) Address i Phone: Fax: Date of Submission: Name,address and phone number of Bidde I's representative to be contacted for closing procedures: Name I Address Phone: Fax: I I i EXHIBIT "D" NOTICE OF INTENTION TO SELL BONDS I I I I I I I I I . I I I i I I NOTICE OF INTENTION TO SELL BONDS $120,000,000* WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2005, SERIES B (Contra Costa County, California) NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692 that the Board of Education of the West Contra Costa Unified School District,Contra Costa County, California, intends to sell $120,000,000* principal amount of West Contra Costa Unified School District General Obligation Bonds, Election tion of 2005, Series B. Bids will be received on: June_, 2008 I at 9:30 a.m.,at the offices of KNN Public Finance,Attn:Dave Olsen, 13333 Broadway,Suite 1000, Oakland, California 94612, telephone (510) 839-8200/ facsimile (510) 208-8282. Bids may be submitted in any one of the following forms: (i) telefax/facsimile submission at (510) 208-8282; or(ii)(��)electronic submission via the Thompson Financial Municipals Group BIDCOMP/PARITY© system as further set forth in the Oficial Notice of Sale, and the sale will be awarded by the Superintendent of the West Contra Costa Unified School District,or the Superintendent's authorized designee, on behalf of the Board of Education of the West Contra Costa Unified School District within twenty-six(26)hours after the bid opening is completed. In the event that the Superintendent, or the Superintendent's authorized delsignee, does not award a bid on the date specified above, proposals will be received the following Tuesday at the same time and place specified above, and each Tuesday thereafter, until such time as a bid is awarded or notice to the contrary is given. Further information,including copies of the Preliminary Official Statement,Official Notice of Sale and Bid Form,may be obtained from the Financial Advisor at the above address. It is expected that the Preliminary Official Statement will be also posted on the internet at http://www.i-deal.com/. BOND COUNSEL: Bowie, Arneson' , Wiles & Giannone,Newport Beach, California i DATED: June 4, 2008 j I I *Preliminary,subject to change. i I I BAWG/REA/ih/125154.2 19005 D 1.2 05/22/08 Draft-3 i I I i I I EXHIBIT "E" PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE i I I I . i I i i I i I I I I i I I i I i . I FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the West Contra Costa Unified School District (the "District") in connection with the issuance of $120,000,000 West Contra Costa Unified School District (County of Contra Costa, California) General Obligation I Bonds, Election of 2005, Series B (the "Bonds"). The Bonds are being issued pursuant to ai resolution of the District adopted on June 4, 2008 (the "District Resolution") and a resolution of the County of Contra Costa adopted on , 2008 (the "County Resolution" and, together with the District Resolution, the "Resolution"). The District covenants and agrees as follow I s. SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). I SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean al y Annual Report provided by the District pursuant to; and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which has the power, directly or indirectly, to vote or consent with respect to, or too dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Central Post Office" meansl the DisclosureUSA website maintained by the Municipal Advisory Council of Texas or anyl successor thereto, or any other organization or method approved by the staff or members of the Securities and Exchange Commission as an intermediary through which issuers may, in compliance with the Rule, make filings required by this Disclosure Certificate. "Dissemination Agent" shall I mean initially the District, or any successor Dissemination Agent designated in writing by the District (which may be the District) and which has filed with the District a written acceptance of such designation. "Holder" or"Holders" shall mean registered owners of the Bonds. "Listed Events" shall mean lany of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission can be found at the following internet address http://www.see.gov/info/municipal/hrmsir.htm. 1 SF1 1500171 i "Participating Underwriter" shall mean Stone & Youngberg LLC or any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. I "Repository" shall mean each National Repository and each State Repository, if any. I "Rule" shall mean . Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. i "State" shall mean the State of California. "State Repository" shall mean �ny public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than nine months after the end of the District's fiscal year (which date would be March 31 following the current end of the District's Fiscal Year on June 30), commencing March 31, 2009 with the report for the 2007-2008 Fiscal Year, provide to the Participating Underwriter and to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that if the audited financial statements of the District are not available by the date required above for the filing of the Annual Report, the District shall submit unaudited financial statements and submit the audited financial statements as soon as available. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Even i under Section 5(c). (b) Not later than fifteen (15)business days prior to the date specified in subsection (a) above for providing I the Annual Report to Repositories, the District (if the Dissemination Agent is other than the District) shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the District's Annual Report, the Dissemination Agent shall contact the District to determine if the District is in compliance with the first sentence of this subsection. I i (c) If the Dissemination Agent is unable to verify that the Annual Report of the District is available to provide to the 1Repositories by the date requested in subsections (a) and (b) of this Section, the Dissemination Agent shall send a notice to the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. I - I 2 SF1 1500171 I (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any: and (ii) if the Dissemination Agent is other than the District, file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. (e) The District and the Dissemination Agent reserve the right to make such Annual Report filings through the Central Post Office. SECTION 4. Content of Annual Reports. The District's Annual Report shall contain or incorporate by reference the following: (i)the audited financial statements of the District for the prior fiscal year prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from .time to time by the Governmental Accounting Standards Board; (ii)to the extent not contained in (i) above: (A) The District's approved annual budget for the then-current fiscal year (B)Assessed value of taxable property in the District as shown on the recent equalized assessment role; (C) Property tax levies, collections and delinquencies for the District, for the prior fiscal year, if the District is no longer a participant in the County's Teeter Plan; and (D) Top ten property owners in the District for the then current fiscal year, as measured by secured assessed valuation, the amount of their respective taxable value, and their percentage of total secured assessed value. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3. modifications to rights of Bondholders; 4. optional, contingent or unscheduled bond calls; 5. defeasances; 3 SF1 1500171 6. rating changes; 7. adverse tax opinions or events affecting the tax-exempt status of the Bonds; 8. unscheduled draws on the debt service reserves, if any, reflecting financial difficulties; 9. unscheduled draws on any credit enhancement facility reflecting financial difficulties; 10. substitution of the provider of any credit enhancement facility or any failure by said provider to perform on any credit enhancement facility; and 11. release, substitution or sale of property securing repayment of the Bonds. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities laws. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities laws, the District shall promptly file a notice of such occurrence with each Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. (d) The District and the Dissemination Agent reserve the right to make such notice of significant event filings through the Central Post Office. SECTION 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend or waive any provision of this Disclosure Certificate only if: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change 4 SF1 1500171 1 requirements, `1 ' h in the identity, nature or status of an obligated m lega change m law, or change y, g person with respect to the Bonds, �or the type of business conducted; and (b).The undel,taki Ig, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the We as well as any change in circumstances. (c) The amendment of waiver either (i) is approved by the Owners of the Bonds V �:,jq I in the same manner as provided in the Resolution with the consent of Owners, or (ii) does not, in the opinion of nationally�recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds. S�I In the event of any,amendment or waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating.,,data being presented by the District. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii)the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional� Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. i In the event of a failure of the District to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate; providedl that any such action may be instituted only in Superior Court of the State of California in and for the County or in U.S. District Court in or nearest to the County. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. I I I I I I I I I 5 SF1 1500171 i SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriter, the Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: , 2008 WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT By: Sheri Gamba Associate Superintendent for Business Services Ii I I 6 SF1 1500171 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of District: West Contra Costa Unified School District Name of Bond Issue: 2008 General Obligation Bonds (Election of 2005, Series B) Date of Issuance: , 2008 NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate relating to the Bonds. The District anticipates that the Annual Report will be filed by Dated: WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT By: [form only; no signature required] A-1 SF1 1500171.125811