Loading...
HomeMy WebLinkAboutRESOLUTIONS - 06271995 - 95-316 r , C' , RESOLUTION NO. 95/316 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA PROVIDING FOR THE AUTHORIZATION FOR ISSUANCE AND SALE OF NOT TO EXCEED $13,000,000 OF LIBERTY UNION HIGH SCHOOL DISTRICT BONDS, 1994 ELECTION, SERIES B, AND DELEGATION OF AUTHORITY TO LIBERTY UNION HIGH SCHOOL DISTRICT TO AWARD THE SALE THEREOF WHEREAS, the issuance of $25,000,000 principal amount of general obligation bonds of the Liberty Union High School District (the "District"), County of Contra Costa (the "County"), State of California, was authorized at an election held within the District on April 12, 1994, and thereafter canvassed pursuant to law; and WHEREAS, at such election there was submitted to and approved by the requisite two- thirds (2/3) vote of the qualified electors of the District a question as the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters, in the maximum amount of Twenty-Five Million Dollars ($25,000,000)payable from the levy of an ad valorem tax against the taxable property in the District; and WHEREAS, this Board did authorize, and on August 2, 1994, the County did issue on behalf of the District the $12,000,000 Liberty Union High School District General Obligation Bonds, 1994 Election, Series A, leaving principal in the amount of $13,000,000 unsold; and WHEREAS, at this time this Board has received the resolution of the governing board of the District requesting the issuance of the remaining portion of such Bonds in the aggregate principal amount of not to exceed Thirteen Million Dollars ($13,000,000) (the "Series B Bonds"); and WHEREAS, in its resolution the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series B Bonds, is within all limits prescribed by law. NOW, THEREFORE, THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: - 1 - BAKWG/JLM/20962 Final I SECTION 1. Purpose and Designation of the Bonds. For the purpose of acquiring and improving real property, including the construction of a new high school facility in order to meet the District's needs for additional classroom space, and related educational facilities to alleviate overcrowding, and (b) to pay all necessary legal, financial, engineering and contingent costs in connection therewith, the Series B Bonds are hereby authorized to be issued and such costs paid. The Bonds shall be officially designated as the "Liberty Union High School District General Obligation Bonds, 1994 Election, Series B. SECTION 2. Official Notice of Sale. That the 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 (the "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 and Bond Counsel, which approval shall be conclusively evidenced by execution and delivery thereof. SECTION 3. Local Publication of Notice Inviting Bids. The publication by the District of the Notice Inviting Bids prior to the dated date of this Resolution substantially in the form attached hereto as Exhibit "D" in the Antioch Daily Ledger, a newspaper published and of general circulation in the District, once a week for two (2) successive weeks, beginning on a date no later than the due date fourteen (14) days prior to the date set to receive bids, is hereby approved and ratified. SECTION 4. Publication of Notice of Intention to Sell Bonds. The publication by the District of said Notice of Intention prior to the dated date of this Resolution in the form attached hereto as Exhibit "E" in The Bond Buyer once at least fifteen(15) days prior to the date set to receive bids is hereby approved and ratified. SECTION 5. Notices and Bid Form. The Bid Form, Notice Inviting Bids, and Notice of Intention to Sell Bonds, forms of which are attached hereto as Exhibits "C," "D,"and "E," respectively, and incorporated herein by this reference, are hereby approved. SECTION 6. Sale of Bonds. The Series B Bonds are hereby ordered to be sold by competitive bid in accordance with the terms and conditions specified in the Official Notice of Sale. The Superintendent of the District ("Superintendent") or his designee, on behalf of the 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 his designee is hereby authorized and directed to accept such bid, for and in the name of the Board, by notice to the successful bidder. The Superintendent, or his designee, is further authorized to direct the inclusion of term bonds, if any, as part of the final structure of the bond issue. In the event two or more bids setting forth identical interest rates and premium, if any, are received, the Superintendent or his designee, on behalf of the Board, may - 2 - BAKWG/JLM/20962 Final exercise his own discretion and judgment in making the award and may award the Series B Bonds on a pro rata basis in such denominations as he shall determine. The Superintendent or his designee, on behalf of the 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 7. 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 said Official Notice of Sale and to report the results thereof to the Superintendent or his designee. The Financial Advisor and/or Bond Counsel are hereby authorized and directed to receive and record the receipt of all bids made pursuant to said Official Notice of Sale, to cause said bids to be examined for compliance with said Official Notice of Sale, to cause computations to be made as to which bidder has bid the lowest true interest cost, as provided in said 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 8. Series B Bond Terms. The Series B Bonds shall be issued in book-entry only form, as described in Section 18 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 July 15, 1995. 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 nine percent (9%) per annum. Interest shall be payable on February 1 and August 1 of each year (the "Interest Payment Dates"), commencing February 1, 1996, 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 16th 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, 1996, in which event it shall bear interest from July 15, 1995. The Series B Bonds shall mature on August 1 of the years and in the amounts as provided in the Official Notice of Sale. SECTION 9. Optional Redemption. The Series B Bonds maturing on or before August 1, 2005 are not subject to redemption prior to maturity. The Series B Bonds maturing on August 1, 2006, or any time thereafter, are subject to redemption prior to their respective stated maturity dates at the option of the District, in whole on any business day or in part on any Interest Payment Date, on or after August 1, 2005, in inverse order of maturities if less than all of the Bonds stated to mature on different dates are redeemed, and by lot within any one maturity if less than all of the Bonds of such maturity are redeemed, at the following redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption), - 3 - BAKWG/JLM/20962 Final together with interest accrued thereon to the date of redemption: Redemption Date Redemption Price August 1, 2005 and February 1, 2006 102% August 1, 2006 and February 1, 2007 101% August 1, 2007 and thereafter 100% SECTION 10. Mandatory Sinking Fund Redemption. If, pursuant to Section 6 hereof, the Superintendent or his designee directs consecutive maturities of Bonds to be combined to comprise term bonds, 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 on 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. SECTION 11. 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 District in such manner as the District in its discretion may determine; 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 and that, in selecting Series B Bonds which is obtained by dividing the principal amount of such Series B Bonds which is 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 in any manner which the District in its discretion shall determine. The Paying Agent shall give notice of the redemption 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) the numbers 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 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 f the principal amount of such Series B Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue. - 4 - BAKWG/JLM/20962 Final Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the registered owner of the Series B Bonds, or if the registered owner is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices, and by first class mail, postage prepaid, to the District and County and the respective owners of any registered Series 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. 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 of Contra Costa (the "County") and the District shall be released and discharged thereupon from all liability to the extent of such payment. 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 date of redemption. 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 held by the Treasurer of the County of Contra Costa (the "County Treasurer") so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series B Bonds to be redeemed shall cease to accrue. All money held by or on behalf of the County Treasurer 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. All Series B Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Section shall be cancelled 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 cancelled by the Paying Agent. 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 by the County Treasurer irrevocably in trust for the payment of the redemption price of - 5 - BAKWG/JLM/20962 Final such 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 12. Additional Notice. In addition to the notice of redemption given pursuant to Section 11, further notice shall be given by the Paying Agent as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. (a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the date of issue of the Bonds as originally issued; (ii) the rate of interest borne by each Bond being redeemed; and (iii) the CUSIP numbers and any other descriptive information needed to identify accurately the Bonds being redeemed. (b) Each further notice of redemption shall be sent at least thirty (30) days before the redemption date by registered or certified mail or overnight delivery service to the registered securities depositories listed below which are then in the business of holding substantial amounts of obligations of types comprising the Bonds and to one or more of the national information services listed below that disseminate notice of redemption of obligations similar to the Bonds or, in accordance with the then-current guidelines of the Securities and Exchange Commission, such other securities depositories and services providing information on called bonds, or no such securities depositories and services, as the District may designate in a certificate delivered to the Paying Agent. Re0stered Securities Depositories Muni Reorganization Manager Call Notification Department The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Telecopy: (516) 227-4039 or 4109 Midwest Securities Trust Company Capital Structures-Call Notification 440 South LaSalle Street Chicago, Illinois 60605 Telecopy: (312) 663-2343 - 6 - BAKWG/JLM/20962 Final Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department Telecopy: (215) 496-5058 National Information Services Financial Information, Inc.'s "Daily Called Bond Service" 30 Montgomery Street, 10th Floor Jersey City, New Jersey 07302 Attention: Editor Kenny Information Service's "Called Bond Service" 55 Broad Street New York, New York 10004 Moody's "Municipals and Governments" 99 Church Street New York, New York 10007 Attention: Municipal News Reports Standard and Poor's "Called Bond Record" 25 Broadway New York, New York 10004 (c) Each such further notice shall be published one time in the Bond Buyer of New York, New York, or in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bonds, such publication to be made at least thirty (30) days prior to the date fixed for redemption. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. SECTION 13. Execution of Bonds. The Series B Bonds shall be signed by the Chairman of the Board of Supervisors and the Treasurer-Tax Collector of the County, or a deputy thereof, by manual or facsimile signature and countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by the Clerk of the Board of Supervisors or a deputy thereof, all in their official capacities. 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 Bond is signed by the Paying Agent - 7 - BAKWG/7LM/20962 Final 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. SECTION 14. Appointment of Paving Agent. This Board does hereby consent to and confirm the appointment of Bank of America National Trust and Savings Association, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Paying Agent") for the Series B Bonds. 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. The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the County. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the District and the County. A successor Paying Agent shall be appointed by the District and the County 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 capital stock and surplus aggregating at least $50,000,000 and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution; provided,-however, that notwithstanding the foregoing, the County Treasurer 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 County Treasurer 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. 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 County Treasurer. 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. SECTION 15. 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 for the services of the Paying Agent as 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 or draft mailed by first class mail 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 - 8 - BAKWG/JLM/20962 Final 16) at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "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. Payments of principal and redemption premiums, if any, with respect to the Bonds shall be payable at maturity or redemption upon surrender at the principal corporate trust office of the Paying Agent. The Paying Agent is hereby authorized to pay the Bonds when duly presented for payment at maturity, and to cancel all Bonds upon payment thereof. SECTION 16. Bond Registration and Transfer. If the book-entry only system described in Section 21 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 (the "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 this 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 of 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 his duly authorized attorney, upon surrender of such Bond for cancellation at the office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Neither the District, the County Treasurer 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 - 9 - BAKWG/JLM/20962 Final 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. SECTION 17. Form of Bond. The Series B Bonds shall be in substantially the form attached hereto as Exhibit "B," allowing those 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. SECTION 18. Book-Entry System. Except as provided below, the owner of all of the Series B Bonds shall be The Depository Trust Company, New York, New York ("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 (the "Depository" or "DTC"). 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 (the "Nominee"). With respect to the Series B Bonds registered in the Bond Register in the name of the Nominee, neither the District nor the Registrar 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 Registrar 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 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 Registrar 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 Register 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 his 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 - 10 - BAKWG/JLM/20962 Final 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: (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. 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 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 - 11 - BAKWG/JLM/20962 Final 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 19. Delivery of Bonds; Disposition of Proceeds of the Series B Bonds. The proper officials of the District and the County shall cause the Series B Bonds to be issued and, following their sale, shall have the Series B Bonds signed and delivered, 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. The proceeds from the sale of the Series B Bonds, to the extent of the principal amount thereof, shall be paid to the County Treasurer to the credit of the fund hereby created and established and to be known as the "Series B 1994 Liberty Union High School District Construction Fund" of the District (the "Construction Fund"), shall be kept separate and distinct from all other District and County funds, and those proceeds shall be used solely for the purposes for which the Series B 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 interest earned on the moneys deposited to the Construction Fund shall be credited to the Construction Fund for the aforementioned purposes. Any accrued interest and premium received by the District from the sale of the Series B Bonds shall be kept separate and apart in the fund hereby created and established and to be designated as the "Series B 1994 Liberty Union High School District General Obligation Bond Interest and Sinking Fund" (the "Debt Service Fund') for the Series B Bonds and used only for payments of principal and interest on the Series B Bonds. 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 Series B Bonds at the direction of the District. If, after payment in full of the Series B Bonds and any other outstanding issues, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. SECTION 20. Source of Payment. There shall be levied on all 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 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 of the District, 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. 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 County Treasurer to the Paying Agent. 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 - 12 - BAKWGIJLM120962 Final Bonds. Any moneys remaining in the Debt Service Fund after the Series B Bonds and the interest thereon have been paid, or provision for such payment has been made, shall be, transferred to general fund of the District. SECTION 21. Defeasance. If all outstanding Series B Bonds shall be paid and discharged in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal and interest on all Series B Bonds outstanding, as and when the same become due and payable; (b) by depositing with the County Treasurer, in trust, at or before maturity, cash which together with amounts then on deposit in the Debt Service Fund together with the interest to accrue thereon and on any such moneys, obligations or securities as may be permitted by the laws of the State of California to be deposited for the purpose of refunding the Bonds, without the need for further investment, is fully sufficient to pay all Series B Bonds outstanding at maturity thereof or on any redemption date prior thereto, including any premium and all interest thereon, notwithstanding that any Series B Bonds shall not have been surrendered for payment; or (c) by depositing with an institution that meets the requirements for serving as a Paying Agent pursuant to Section 14 hereof, in trust, lawful moneys, obligations or securities as may be permitted by the laws of the State of California to be deposited for the purpose of refunding Bonds, which, in the opinion of nationally recognized bond counsel, will not impair the exclusion of gross income for federal income tax purposes of interest on the Series B Bonds, and such amount as will, together with the interest to accrue thereon without the need for further investment, be fully sufficient to pay and discharge all Series B Bonds outstanding at maturity thereof or on any redemption date prior thereto, including any premium and all interest thereon, notwithstanding that any Series B Bonds shall not have been surrendered for payment; then all obligations of the District and the County under this Resolution with respect to all outstanding Series B Bonds shall cease and terminate, except only the obligation of the County Treasurer and the Paying Agent to pay or cause to be paid from funds to the owners of the Series B Bonds all sums due thereon. SECTION 22. Partial Defeasance. If a portion of the then-outstanding maturities of the Series B Bonds shall be paid and discharged in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal and interest on the designated outstanding maturities of Series B Bonds, as and when the same become due and payable; - 13 - BAKWG/JLM/20962 Final (b) by depositing with the County Treasurer, in trust, at or before maturity, cash which together with amounts then on deposit in the Debt Service Fund together with the interest to accrue thereon and on any such moneys, obligations or securities as may be permitted by the laws of the State of California to be deposited for the purpose of refunding the Bonds, without the need for further investment, is fully sufficient to pay the designated outstanding maturities of the Series B Bonds at maturity thereof or on any redemption date prior thereto, including any premium and all interest thereon, notwithstanding that any Series B Bonds shall not have been surrendered for payment; or (c) by depositing with an institution that meets the requirements for serving as a Paying Agent pursuant to Section 14 hereof, in trust, lawful moneys, obligations or securities as may be permitted by the laws of the State of California to be deposited for the purpose of refunding Bonds, which, in the opinion of nationally recognized bond counsel, will not impair the exclusion of gross income for federal income tax purposes of interest on the Series B Bonds, and such amount as will, together with the interest to accrue thereon without the need for further investment, be fully sufficient to pay and discharge the designated outstanding maturities of the Series B Bonds at maturity thereof or on any redemption date prior thereto, including any premium and all interest thereon, notwithstanding that any Series B Bonds shall not have been surrendered for payment; then all obligations of the District and the County under this Resolution with respect to the designated outstanding maturities of the Series B Bonds shall cease and terminate, except only the obligation of the County Treasurer and the Paying Agent to pay or cause to be paid from funds to the owners of the Series B Bonds all sums due thereon. SECTION 23. Tax Covenants of the District. The District has represented 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 Bonds under section 103 of the Code. SECTION 24. Arbitrage Covenant. The District has covenanted to restrict the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary, so that the Bonds will not constitute "arbitrage bonds" under Section 148 of the 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, and any fees or costs incurred in the calculation of arbitrage requirements shall be paid from the general fund of the District. SECTION 25. Continuin2Disclosure. The District has covenanted and agreed that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate (as defined below). Any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to - 14 - BAKWG/JLM/20962 Final comply with its obligations under 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. SECTION 26. All Actions Approved. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance and sale 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 27. Furnishing of Copies. The Clerk of,the Board shall furnish two (2) certified copies of this Resolution to Bowie, Arneson, Kadi, Wiles & Giannone and shall send one (1) copy of this Resolution to each of the following: Liberty Union High School District ATTN: Superintendent 20 Oak Street Brentwood, CA 94513 Kelling, Northcross & Nobriga, Inc. ATTN: Lennard Cuenco 1333 Broadway, Suite 1000 Oakland, CA 94612 Contra Costa County Treasurer ATTN: Al Lomeli 625 Court St., Rm. 102 Martinez, CA 94553 County Costa County Administrative Office ATTN: DeRoyce Bell 651 Pine Street Martinez, CA 94553 Contra Costa County Auditor-Controller ATTN: Kenneth Corcoran 625 Court St., Rm. 103 Martinez, CA 94553 - 15 - BAKWG/JLM/20962 Final SECTION 28. Effective Date. This Resolution shall take effect immediately upon its passage. 1, J. 0. MAGLIO , Clerk of the Board of Supervisors of the County of Contra Costa, State of California, hereby certify that the following resolution, on motion of Supervisor Torlakson , seconded by Supervisor Rogers , was duly and regularly adopted by the Board of Supervisors of Contra Costa County at an official meeting thereof on the 27th day of June, 1995, by the following vote, and that a copy of the resolution has been delivered to the Chairman of the Board of Supervisors. AYES: Supervisors Rogers , Smith, DeSaulnier, Torlakson, Bishop NOES: None ABSENT: None Chairman of the Board of Supervisors, County of Contra Costa, State of California CIA of the B of Supervisors, County of Contra Costa, State of California - 16 - BAKWG/JLM/20962 Final