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HomeMy WebLinkAboutRESOLUTIONS - 05071996 - 96-185 h I=d- RESOLUTION L ON NO. .q l �s OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE LAFAYETTE ELEMENTARY SCHOOL DISTRICT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING FORMS OF OFFICIAL NOTICE OF SALE AND OF NOTICE OF INTENTION TO SELL BONDS, DELEGATING TO THE COUNTY TREASURER AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, the Governing Board of Lafayette Elementary School District, County of Contra Costa, California(herein called the "District"), duly called and an election was regularly held in the District on November 7, 1995, at which the following proposition was submitted to the electors of the district: "Shall the Lafayette Elementary School District be authorized to finance the repair and renovation of Lafayette schools, including repairing leaky roofs; making seismic and safety upgrades to schools and classrooms; providing safe electrical wiring and adequate outlets; upgrading inefficient heating, ventilation and lighting systems;constructing facilities and renovating deteriorating classrooms, libraries, science, computer laboratories and school. facilities by issuing up to $27,300,000 of bonds at interest rates not to exceed the limit set by law?" and WHEREAS, more than two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, the Governing Board of the District has requested this Board of Supervisors to offer for sale on May 22, 1996, a series of general obligation bonds of said issue and to designate such bonds the "Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1996" in an aggregate principal amount not to exceed $15,000,000, according to the terms and in the manner set forth in a resolution duly adopted by the Governing Board of the District on April 30, 1996, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and WHEREAS, this Board of Supervisors has determined that it is necessary and desirable that bonds of said authorized issue be issued and sold for the purposes for which SF2-57152.2 i c79' authorized and on the terms and conditions set forth in said resolution of the Governing Board of the District; and WHEREAS, there have been .submitted and are on file with the Clerk of this Board of Supervisors proposed forms of an Official Notice of Sale of Bonds and a Notice of Intention to Sell Bonds, with respect to not to exceed $15,000,000 aggregate principal amount of Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1996, proposed to be sold; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section 1. Recitals: All of the above recitals are true and correct. Section 2. District Resolution Incorporated: The resolution of the Governing Board of the District adopted on April 30, 1996, and on file with the Clerk of this Board is hereby incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as only herein otherwise expressly provided. Section 3. Authorization of Bonds: This Board of Supervisors hereby authorizes, on behalf of the Lafayette Elementary School,District,.the sale on May 22, 1996 (or on such other date as shall be determined by the Treasurer-Tax Collector of the County of Contra Costa or a duly appointed deputy thereof (the "County Treasurer"), upon consultation with the Superintendent of the District and the financial advisor to the District, so long,as such date is not later than August 9, 1996), of not to exceed $15,000,000 aggregate principal amount of general obligation bonds of the District, and designates said bonds to be sold as the "Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1996" (the "Series 1996 Bonds" or the 'Bonds"). The Bonds shall be issued in the principal amounts and maturing in the years as further described herein. Section 4. Terms of Bonds: The Bonds shall be issued in fully registered form without coupons, in the denomination of$5,000 or any integral multiple thereof (provided that no Bond shall have principal maturing on more than one principal maturity date). The Bonds shall be dated June 1, 1996, or such other date as the County Treasurer shall determine upon consultation with the Superintendent of the District and the financial advisor to the District,.and shall bear interest at a rate not to exceed twelve per cent (12%) per annum (the exact rate or rates to be determined upon sale of the Series 1996 Bonds), such interest to be payable commencing on May 15, 1997, and thereafter on May 15 and November 15 of each year. The Series 1996 Bonds shall be initially registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, New York, New York, and shall be initially issued in the principal amounts set forth in the Official Notice of Sale. The Depository Trust Company is hereby appointed depository for the Series 1996 Bonds and registered ownership of the Series 1996 Bonds may not thereafter be transferred except as provided in Section 8 hereof. SF2-57152.2 2 The Bonds shall mature, or shall be subject to mandatory sinking fund redemption, as described in Section 7(b) hereof, on May 15 of each of the years. from and including 2000 to and including 2021, in principal amounts to be determined by the County Treasurer upon receipt of a recommendation of the District as to such amounts, prior to distribution of the Official Notice of Sale. The maturity dates and principal amounts of each. maturity of the Bonds, and the aggregate principal amount of the Bonds, shall be designated by the County Treasurer in a Certificate of Award to be completed upon the sale of the Bonds. The principal of the Bonds shall be payable in lawful money of the United States of America to the owner thereof, upon the surrender thereof at the principal corporate trust office of First Trust California, National Association (herein called the "Paying Agent"), in Los Angeles, California, or at such other place or places as the Paying Agent shall designate. The interest on the Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Paying Agent as the `owner thereof as of the close of business on the fifteenth day of the month immediately preceding an interest payment date (the "Record Date"), whether or not such day is a business day. Each Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a date during the period from the sixteenth 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 the fifteenth day of the month immediately preceding the first interest .payment date, in which event such Bond shall bear interest from the date thereof; provided, however, that if, at the time of authentication of any Bond, interest is in default on outstanding Bonds of said series, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Bonds. Payment of the interest on any Bond shall be made to the person appearing on the bond registration books of the Paying Agent as the owner thereof, such interest to be paid by check mailed to such owner at such owner's address as.it appears on such registration books or at such address as the owner may have filed with the Paying Agent for that purpose. Upon the written request of the owner of Bonds aggregating not less than $1,000,000 in principal amount, given no later than the fifteenth day of the monthimmediately preceding the applicable.interest payment date, interest shall be paid by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such owner shall specify in its written request. So long as Cede & Co. or its registered assigns shall be the registered owner of the Series 1996 Bonds, payment shall be made by wire transfer as provided in Section 8(d) hereof. Only such of the Series 1996 Bonds as shall bear a certificate of authentication and registration in the form hereinafter recited, executed by the Paying Agent, shall be valid or obligatory for any purpose.or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series 1996 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. The Paying Agent shall assign each Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which r SF2-57152.2 3 shall be available to the District and the County of Contra Costa (herein called.the "County") for inspection. Section 5. Deposit and Investment of Proceeds. The proceeds of sale of the Series 1996 Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinldng fund of the District within the County treasury. All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County. At the written direction of the District, the County Treasurer shall invest the building fund of the District in the Local Agency Investment Fund in the Treasury of the State of California. Section 6. Payment of Bonds; Unclaimed Moneys: (a) Series 1996 Bonds shall be paid from the Interest and Sinking Fund of the District as provided in Section 15146 of the- Education Code. (b) Any money 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 the Series 1996'Bonds and remaining unclaimed for two years after the principal of all of.the Series 1996 Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the Interest and Sinking Fund of the District for payment of any outstanding general obligation bonds of the District; or, if no general obligation bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District in the manner provided.by law. Section 7. Redemption Provisions: (a) Optional Redemption. Series 1996 Bonds maturing on or before May 15, 2006, shall not be subject to optional redemption prior to their respective stated maturity dates. Series 1996 Bonds maturing on and after May 15, 2007, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole or in part on any date on or after May 15,2006, at the prices set forth below. If less than all of the Series'1996 Bonds are called for redemption, such Series 1996 Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 1996 Bonds of any given maturity are called for redemption, the portions of such Series 1996 Bonds of a given maturity to be redeemed shall be determined by lot. Series 1996 Bonds shall be redeemed at the following optional redemption prices (expressed as a percentage of the principal amount of the Series 1996 Bonds called for redemption), together with interest accrued thereon to the date of redemption: SF2-57152.2 4 .c. 7g Redemption Date Redemption Price May 15, 2006 through May 14, 2007 102% May 15, 2007 through May 14, 2008 101 May 15, 2008 and thereafter 100 The "redemption date" is that date on which the Bonds which are called are to be presented for redemption. (b) Mandatory Sinking; Fund Redemption. The Bonds shall also be subject to mandatory sinking fund redemption (in accordance with specifications to be contained in the Official Notice of Sale, described in Section 13 hereof) as shall be determined by the.County . Treasurer upon consultation with the Superintendent of the District and the financial advisor to the District, and the terms of such redemption shall be designated in the Certificate of Award to be completed upon the sale of the Bonds. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redemption. Notice of any redemption of Bonds shall be mailed, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) to the respective registered" owners thereof at the addresses appearing on the bond registration books, (ii) to the Securities Depositories specified below, and (iii) to one or more of the Information Services specified below, and as may be further required in the Continuing Disclosure Certificate of the District. Notice of redemption to the Securities Depositories and the Information Services shall be given by registered mail. Each notice of redemption shall (a) state the date of such notice; (b) state the name of the Bonds and the date of issue of the Bonds; (c) state the redemption date; (d) state the redemption price; (e) state the dates of maturity of the Bonds to be redeemed, and, if less than all of the Bonds of any such maturity are to be redeemed, the distinctive numbers of.the Bonds of such maturity to be redeemed, and in the case of Bonds redeemed in part only, the respective portions of the principal amount thereof to be redeemed; (f) state the CUSIP number, if any, of each maturity of Bonds to be redeemed;. (g) require that such Bonds be surrendered by the owners at the principal corporate trust office of the Paying Agent in Los Angeles, California, or at any other place or places designated by the Paying Agent; and (h) give notice.that further interest on such Bonds will not accrue after the designated redemption date. For the purposes of this Section 7, Information Services shall mean: 0 Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street,,10th Floor Jersey City, New Jersey 07302 Attention: Editor sF2-57152.2 5 Kenny Information Services' "Called Bond Service" 55 Broad Street, 28th Floor New York, New York 10004 Moody's "Municipal and Government" 99 Church Street, 8th Floor New York, New York 10007-2796 Attention: Municipal News Reports Standard and Poor's "Called Bond Record" 25 Broadway, 3rd Floor New York, New York 10004 Securities Depositories shall mean: The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Fax: (516) 227-4039 or 4190 Midwest Securities Trust Company Capital Structures - Call Notification 440 South LaSalle Street Chicago, Illinois 60605 Fax: (312) 663-2343 Philadelphia Depository Trust Company Reorganization Division 1900-Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department Fax: (215) 496-5058 or, 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 and/or such other securities depositories, or no such services or depositories, as the District may designate in a certificate delivered to the County Treasurer and the Paying Agent. The actual. receipt by the owner of. any Bond (hereinafter referred to as "Bondowner") or by any Information Service or Securities Depository of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice mailed, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. sF2-57152.2 6 The notice or notices required for redemption shall be given by the Paying Agent, upon the written request of the District or the County. A certificate of the Paying Agent, the District or the County Treasurer that notice of call and redemption has been given to Bondowners and to the appropriate Securities Depositories and Information Services .as herein provided shall be conclusive as against all parties, and no Bondowner whose Bond is called for redemption may object thereto or object to the cessation of interest on the fixed redemption date by any claim or showing that said Bondowner failed to actually receive such notice of call.and redemption. (d) Redemption Fund. .Prior to the time the Governing Board of the District determines to call and redeem any of the Series 1996 Bonds there shall be established in the accounting records of the District a Redemption Fund to be described or known as the "Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1996, Redemption Fund," and prior to or on the redemption'date there shall be set aside in said Redemption Fund monies.available for the purpose and sufficient to redeem, at the premiums payable as in this resolution.provided, the Bonds designated in said notice of redemption. Monies set aside in said Redemption Fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds. Any interest due on or prior to the redemption date shall be paid from the Interest and Sinking Fund provided for herein. If, after all of the Series 1996 Bonds have been redeemed and cancelled or-paid and cancelled, there are monies remaining in said Redemption Fund or held by the Paying Agent in.trust for the payment of redemption price of the Series 1996 Bonds; said monies shall be transferred to'the Interest and Sinking Fund of the District for payment of any outstanding general obligation bonds of the District; provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no general obligation bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District in the manner provided by law. When notice of redemption has been given, substantially as provided for herein, and when the amount necessary for the payment of the principal of and premium, if any, on the Series 1996 Bonds to be redeemed is set aside for such purposes in the Redemption Fund, as provided for herein, the Series 1996 Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and upon presentation and surrender of said Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice, and the owners of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the premium thereon only to said Redemption Fund. All Bonds-redeemed shall be cancelled forthwith by the Paying Agent or the County Treasurer and shall not be reissued. (e) Defeasance of Bonds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Bondowners of all outstanding Bonds all of the principal, interest and premium, if any, represented-by Series 1996 Bonds at the times and in the manner provided herein and in the Series 1996 Bonds, or as otherwise provided by law, then such Bondowners shall cease to be entitled to the obligation of the District as provided in Section 12 SM-57152.2 7 hereof, and such obligation and all agreements and covenants of the District and of the County Treasurer to such Bondowners hereunder and under the Series 1996 Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal, interest and premium, if any, represented by the Series 1996 Bonds, but only out of monies on deposit in the Interest and Sinking Fund or otherwise held in trust for such payment; and provided further, however, that the provisions of Section 6(b) hereof shall apply in all events. Section 8. Bond Depository: Discontinuation of Book-Entry System: (a) The Series 1996 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of the Series 1996 Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the County, upon (1) the resignation of The Depository Trust 'Company or its successor (or any substitute depository or its successor). from its functions as depository, or (2) a determination by the County to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Bonds by the Paying Agent, together with. a written request of the County, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1996 Bonds then outstanding, and registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the County. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Bonds by the Paying Agent together with a written request of the County, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such written request of the County, subject to the limitations of Section 4 and the receipt of such a written request of the County, and thereafter, sF2-57152.2 8 the Series 1996 Bonds.shall be transferred pursuant to the provisions set forth in this resolution; provided, that the Paying Agent.shall not be required to deliver such new Bonds within fewer than sixty.(60) days. (c) The County and the Paying Agent shall be entitled to treat the person.in whose name any Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall have no responsibility for transmitting payments to,.communicating with,notifying, or otherwise dealing with, any beneficial.owners of the Series 1996 Bonds. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except as the holder of any Bonds. (d) So long as the outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole holder, in effecting payment of the principal and interest on the Series 1996 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. Section 9. Transfer and Exchange: (a) Transfer. Any Bond may, in accordance with its terms, be transferred upon the books required to be keptpursuant to the provisions of . Section 10 hereof, by the person in whose'name it is registered, in person or by the duly authorized attorney of such person, upon surrender of such Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute(as provided in Section 11) and the Paying Agent shall authenticate . and deliver a new Bond or Bonds of the same series and maturity, for a like aggregate principal amount. The Paying Agent shall require the payment by the Bondowner requesting any such transfer of any tax or.other governmental charge required to be paid with respect to such transfer. No transfer of a Series 1996 Bond shall be required to be made by the Paying Agent during the period from the sixteenth day of the month next preceding any interest payment date, or date for which such Series 1996 Bond has been selected for redemption in whole or in part,. to and including such interest payment date or redemption date. (b) Exchange. Series 1996 Bonds may be exchanged at the principal corporate trust office of the Paying Agent for a like aggregate principal amount of Bonds of other authorized denominations of the same series and maturity. The Paying Agent shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of Bonds shall be required to be made by the Paying Agent during the period from the sixteenth day of the month next preceding any interest payment date, or date sm-57152.2 9 for which such Bond has been selected for redemption in whole or in part, to and including such interest payment date or redemption date. Section 10. Registration Books: The Paying Agent will keep or cause to be kept, at its principal corporate trust office-sufficient books for the registration and transfer of the Series 1996 Bonds, which shall at all times be open to inspection by the District and the County, and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or.transferred on said books, Bonds as hereinbefore provided. Section 11. Form of Bonds; Execution: (a) The Series 1996 Bonds, including the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion of the text of any Bond is printed on the reverse of the Bond, the following legend shall be printed on the Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." (b) The Series 1996 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer, and the official seal of this Board of Supervisors shall be printed or impressed upon each of the Bonds. The Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent. Section 12. General Obligation of District: The Series 1996 Bonds represent the general obligation solely of the District. The money for the redemption of the Series 1996 Bonds and payment of principal of and interest on the Series 1996 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law.and for such redemption and payment out of the Interest and Sinking Fund of the District.. Section 13. Sale of Bonds: (a) Official Notice of Sale. The form of proposed Official Notice of Sale inviting bids for the Series 1996 Bonds, in substantially the form on file with the Clerk of this Board of Supervisors, is hereby approved and adopted as the Official Notice of Sale inviting bids for the Series 1996 Bonds. The County Treasurer is hereby authorized to complete the Official Notice of Sale by inserting therein the maturity schedules for the Series 1996 Bonds before the distribution of the Official Notice of Sale, and proposals shall be received on behalf of the Clerk of this Board of Supervisors on May 22, 1996 (or on such other date as shall.be determined by the County Treasurer, so long as such date is not later than 'August 9, 1996), at the hour and place designated in said Official Notice of Sale by the County Treasurer upon consultation with the Superintendent of the District and the financial advisor to the District, for the purchase of the Series 1996 Bonds for cash at not less than their principal amount plus accrued interest thereon to the date of their delivery, and at the interest rate or rates sF2-57152.2 10 to be designated in the bid. Sutro & Co., Inc., 201 California Street, San Francisco, CA 94111, financial advisor to the District, is hereby authorized and directed to cause to be mailed to prospective bidders for the Series 1996 Bonds copies of said Official Notice of Sale, subject to such corrections, revisions or additions hereafter deemed necessary by the Superintendent of the District and as may be acceptable to the County Counsel of the County. (b) Advertisement for Bids.- The form of proposed Notice of Intention to Sell Bonds in substantially the form on file with the Clerk of this Board of Supervisors is hereby approved and adopted as the Notice of Intention to Sell Bonds, and the Clerk of this Board of Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell Bonds, subject to such corrections, revisions or additions as may be deemed necessary by the Superintendent of the District and as may be acceptable to the County Counsel of the County, to be published once at least fifteen days before the date of sale in a financial publication generally circulated throughout the State of California or which the Financial Advisor advises is expected to be disseminated among prospective bidders for the Bonds, and to be published, beginning on a date no later than the date fourteen days prior to the date of sale, once a week, on the same day of each week, for at least two weeks in a newspaper of general.circulation. published in the County. (c) Award of Bonds. The County Treasurer or his designee, as delegate of this Board of Supervisors, is hereby authorized to accept the best responsive bid for the Series 1996 Bonds, so long as such bid shall provide a true interest cost (as described in the Official Notice of Sale) to the District of not to exceed ten percent (10%) per annum and the price to be paid for the Bonds shall not be less than the par value thereof, or to reject all bids; and if such true interest cost and price are acceptable to the County Treasurer, the County Treasurer or his designee is hereby authorized and directed, on behalf of the District and.the County, to award the sale of the Series 1996 Bonds to the maker of the best responsive bid, all as provided in the Official Notice of Sale. (d) Consent to Financial Advisor to Bid for Bonds. The District, by its resolution referred to in Section 2 hereof, has expressly authorized Sutro & Co.; Inc., financial advisor to the District, to bid for the Series 1996 Bonds, and to acquire such Series 1996 Bonds as principal either alone oras a participant in a syndicate or other similar account formed for the purpose of purchasing the Series 1996 Bonds, directly or indirectly from the County. Section 14. Tax Covenant: 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 Series 1996 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the generality of the foregoing, the District has covenanted that it will comply with .the requirements of the Tax Certificate of the District,with respect to the Series 1996 Bonds, to be entered into by the District as of the date of issuance of the Series 1996 Bonds, and further stipulates that such representation and covenant shall survive,payment in full or defeasance of the Series 1996 Bonds. sF2-57152.2 11 Section 15. Continuing Disclosure Certificate: The District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants.of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 16. Approval of Actions: The Chair of this Board of Supervisors, the Clerk of this Board of Supervisors, the County Auditor/Controller and the County Treasurer and the designees of any of them, are hereby authorized and directed to execute and-deliver any and all certificates and representations, as may be acceptable to the County Counsel of the County, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 1996 Bonds, necessary and desirable to accomplish the transactions set forth above. SM-57152.2 12 Section 17. Effective Date: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 7th day of May, 1996, by the following vote: AYES: SUPERVISORS: Rogers , Bishop, DeSaulnier, Torlakson and Smith NOES: None ABSENT: None C44 of the Board of Supervisors ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator CL 0,11AUOLO Deputy Jerk of the oard of Supervisors C SM-57152.2 13