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HomeMy WebLinkAboutRESOLUTIONS - 03181997 - 97-144 rx� 0. 77 RESOLUTION NO. 9 7/14 4 Dated: 3/18/97 RESOLUTION 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, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $15,000,000 principal amount of said bonds, designated "Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1996," have heretofore been issued and sold; and WHEREAS, the Governing Board of the District has requested this Board of Supervisors to offer for sale on April 8, 1997, a series of bonds of said issue and to designate such bonds the "Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1997" in an aggregate principal amount not to exceed $12,300,000, according to the terms and in the manner set forth in a resolution duly adopted by the Governing Board of SF2-70766.1 the District on March 11, 1997, 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 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 $12,300,000 aggregate principal amount of Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series 1997, 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 March 11, 1997, is 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 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 April 8, 1997 (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 7, 1997), of not to exceed $12,300,000 aggregate principal amount of bonds of the District, and designates said bonds to be sold as the "Lafayette Elementary School District.General Obligation Bonds, Election of 1995, Series 1997" (the "Series 1997 Bonds" or the "Bonds"). The Series 1997 Bonds shall be issued in the principal amounts and maturing in the years as further described herein. Section 4. Terms of Bonds: The Series 1997 Bonds shall be issued in fully registered form without coupons, in the denomination of$5,000 or any integral multiple thereof (provided that no Series 1997 Bond shall have principal maturing on more than one principal maturity date). The Series 1997 Bonds shall be dated April 1, 1997, or such other date as the County Treasurer shall determine upon consultation with the Superintendent of the District and the Financial Advisor, and the maximum acceptable interest rate on the Series 1997 Bonds shall be twelve percent (12%) per annum (the exact rate or rates to be determined upon sale of the Series 1997 Bonds), such interest to be payable commencing on February 1, 1998, and thereafter on February 1 and August 1 of each year, or such other initial and semi-annual payment dates as shall be determined and specified in the Official Notice of Sale (described in Section 13 hereof) and in a Certificate of Award to be completed upon the sale of the Series 1997 Bonds. SF2-70766.1 2 The Series 1997 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 1997 Bonds and registered ownership of the Series 1997 Bonds may not thereafter be transferred except as provided in Section 9 hereof. The Series 1997 Bonds shall mature, or shall be subject to mandatory sinking fund redemption, as described in Section 7(b) hereof, on August 1 in each year of maturity and in such principal amounts as shall be determined by the County Treasurer upon receipt of a recommendation of the District as to such amounts, and as shall be specified in preliminary form in, and subject to the terms of, the Official Notice of Sale. The date of the Series 1997 Bonds, the maturity dates and principal amounts of each maturity of the Series 1997 Bonds, and the aggregate principal amount of the Series 1997 Bonds, shall be finally determined by the County Treasurer and specified in the Certificate of Award; provided that no Series 1997 Bond shall mature prior to August 1, 1998, and no Series 1997 Bond shall mature later than the date which is 25 years from the date of the Series 1997 Bonds, as provided in this Section 4. The principal of the Series 1997 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 Laos Angeles, California, or at such other place or places as the Paying Agent shall designate. The interest on the Series 1997 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. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Bonds shall mean in care of the corporate trust office of First Trust National Association, in St. Paul, Minnesota, and for all other purposes shall mean the corporate trust office of the Paying Agent in Los Angeles, California; provided, however, that in any case "principal corporate trust office" shall mean any.other office of the Paying Agent designated for a particular purpose, and shall include the principal corporate trust office or other designated office of any successor paying agent. 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 applicable Record Date to any 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 Record Date for 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 as of the applicable Record Date, such interest to be paid by check mailed to such owner at such owner's address sF2-70766.1 3 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 applicable Record Date for any 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 1997 Bonds, payment shall be made by wire transfer as provided in Section 8(d) hereof. Only such of the Series 1997 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 1997 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 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: (a) The proceeds of sale of the Series 1997 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 sinking fund of the District within the County treasury. (b) 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, unless otherwise directed in writing by the District. (i) At the written direction of the District, the County Treasurer shall invest all or any portion of the building fund of the District in the Local Agency Investment Fund in the treasury of the State of California. (ii) Any money held by the County Treasurer hereunder may be invested on behalf of the District, at the written direction of the District, in investment agreements, including guaranteed investment contracts, with a financial entity whose long-term..debt is rated by Standard & Poor's Ratings Group no lower than the rating on the Bonds, and whose short-term debt is rated no lower than the corresponding level of rating category for such debt. Any such investment agreement shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Standard & Poor's Ratings Group in the event that the rating of short- or long-term debt of the financial entity is downgraded below then-current requirements of Standard & Poor's Ratings Group for such investment agreements. SF2-70766.1 4 Section 6. Payment of Bonds: (a) Series 1997 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. Section 7. Redemption Provisions: (a) Optional Redemption. The Bonds shall be subject to redemption at the option of the District on the dates provided herein or on such other dates as shall be specified prior to the sale of the Bonds in the Official Notice of Sale, and such dates and the terms of redemption shall be determined upon the award of the Bonds and specified in the Certificate of Award. The Official Notice of Sale and Certificate of Award may provide that the Bonds shall not be subject to optional redemption. Unless otherwise specified in the Official Notice of Sale and the Certificate of Award, the Series 1997 Bonds maturing on or before August 1, 2004, shall not be subject to optional redemption prior to their respective stated maturity dates. Series 1997 Bonds maturing on and after August 1, 2005, 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 August 1, 2004, at the optional redemption prices set forth below. If less than all of the Series 1997 Bonds are called for redemption, such Series 1.997 Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 1997 Bonds of any given maturity are called for redemption, the portions of such Series 1997 Bonds of a given maturity to be redeemed shall be determined by lot. Unless otherwise specked in the Official Notice of Sale and the Certificate of Award, Series 1997 Bonds shall be redeemed at the following optional redemption prices (expressed as a percentage of the principal amount of the Series 1997 Bonds called for redemption), together with interest accrued thereon to the date of redemption: Optional Redemption Date Redemption Price August 1, 2004 through July 31, 2005 101% August 1, 2005 and thereafter 100 The "redemption date" is that date on which the Series 1997 Bonds which are called are to be presented for redemption. (b) Mandatory Sinking Fund Redemption. The Series 1997 Bonds, if any, which are designated in the Certificate of Award as Term Series 1997 Bonds shall also be subject to redemption prior to their stated maturity date, without a redemption premium, in part by lot, from mandatory sinking fund payments in the amounts and in accordance with the terms to be specified prior to the sale of the Series 1997 Bonds in the Official Notice of Sale and which shall be determined upon the award of the Series 1997 Bonds and specified in the Certificate of Award. The Official Notice of Sale and Certificate of Award may provide that the Series 1997 Bonds shall not be subject to mandatory redemption. sa2a0766.1 5 The Auditor-Controller of the County is hereby authorized and directed to create such sinking funds or accounts for the Series 1997 Bonds as shall be necessary to accomplish the purposes of this Section. , (c) Notice of Redemption. Notice of redemption of any Series 1997 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series 1997 Bonds shall be mailed by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 10, (ii) to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and(iv) as may be further required in accordance with the continuing disclosure certificate of the District described in Section 15. Each notice of redemption shall contain all of the following information: (a) the date of such notice; (b) the name of the Bonds and the date of issue of the Bonds; (c) the redemption date; (d) the redemption price; (e) the dates of maturity of the Bonds to be redeemed; (f) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (g) (in the case of Bonds redeemed in part only) the respective portions of the principal amount of the Bonds of each maturity to be.redeemed; . (f) the CUSIP number, if any, of each maturity of Bonds to be redeemed; (g) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent in Los Angeles, California, or at such other place or places designated by the Paying Agent; and (h) notice that further interest on such Bonds will not accrue after the designated redemption date. (d) Effect of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series 1997 Bond or by any securities depository or information service of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, 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. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in paragraph (e) of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified SF2-70766.1 6 in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the redemption premium, if any, thereon only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. - (e) Redemption Fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District, or held in trust for such purpose as provided by law, monies for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in any such escrow 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, provided that all monies in the interest and sinking fund of the District shall be used for the purposes established and permitted by law. Any interest due on or prior to the redemption date shall be paid from the interest and sinking fund of the District, unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said monies shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; 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 such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. (f) Defeasance of Bonds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of all outstanding Bonds all of the principal, interest and premium, if any, represented by Bonds at the times and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith, then such Owners shall cease to be entitled to the obligation of the District as provided in Section 12 hereof, and such obligation and all agreements and covenants of the District and of the Superintendent to such Owners hereunder and under the 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 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 paragraph (g) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non-callable direct obligations of the United States of America or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to accrue thereon and available moneys then on deposit in the interest and sinking fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds SF2-70766.1 7 (including all principal, interest and redemption premiums) at or before their respective maturity dates. (g) Unclaimed Monies. 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 Bonds and remaining unclaimed for two years after the principal of all of the 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 bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District, as provided and permitted by law. Section 8. Bond Depository Discontinuation of Book-Entry System: (a) The Series 1997 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of the Series 1997 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 or the District, 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 or the District 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 or the District 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 District or the County, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1997 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 District or the County. In the case of any transfer pursuant to clause. (iii) of subsection (a) hereof, upon receipt of the outstanding M-70766.1 8 Bonds by the Paying Agent together with a written request of the District or 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 District or the County, subject to the limitations of Section 4 and the receipt of such a written request of the District or the County, and thereafter, the Series 1997 Bonds shall be transferred pursuant to the provisions set forth in Section 9 hereof; roa vided, that the Paying Agent shall not be required to deliver such new Bonds within fewer than sixty (60) days. (c) The District, 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, the District, or the County; and the District, 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 1997 Bonds. Neither the District, 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 District, 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 1997 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. Following the termination or removal of the depository pursuant to Section 8 hereof, any Bond may, in accordance with its terms, be transferred upon the books required to be kept pursuant 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 any Series 1997 Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest payment date, or (2)the close of business on the date on which notice is given that such Series 1997 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. M-70766.1 9 (b) Exchange. Series 1997 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 any Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest payment date, or (2) the close of business on the date on which notice is given that such Series 1997 Bond has been selected for redemption in whole or in part, to and including the designated 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 1997 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 1997 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 1997 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. 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 1997 Bonds represent the obligation of the District. The money for the redemption of the Series 1997 Bonds and payment of principal of and interest on the Series 1997 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 1997 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 1997 Bonds. The County Treasurer is hereby SF2-70766.1 10 authorized to complete the Official Notice of Sale by inserting therein the maturity schedules for the Series 1997 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 April 8, 1997 (or on such other date as shall be determined by the County Treasurer, so long as such date is not later than August 7, 1997), 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 1997 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 to be designated in the bid. Kelling, Northcross & Nobriga, Inc., 1333 Broadway, Suite 1000, Oakland, CA 94612, financial advisor to the District, is hereby authorized and directed to cause to be mailed to prospective bidders for the Series 1997 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 (15) 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 publish said notice beginning on a date no later than the date fourteen (14) 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 1997 Bonds, so long as such bid shall provide a true interest cost to the District (as defined in the Official Notice of Sale) of not to exceed seven percent (7%) per annum, the maximum interest rate bid shall not exceed twelve percent (12%)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 1997 Bonds to the maker of the best responsive bid, all as provided in the Official Notice of Sale. The date of the Series 1997 Bonds, the aggregate principal amount of the Series 1997 Bonds, the maturity dates, principal amounts and rates of interest of each maturity of the Series 1997 Bonds, the initial and semi-annual interest payment dates, the terms of optional and mandatory sinking fund redemption, and the date of sale of the Series 1997 Bonds and any changes thereto, shall be as finally determined by the County Treasurer upon awarding the sale of the Series 1997 Bonds to the successful bidder, and the County Treasurer shall specify such terms in a Certificate of Award to be completed upon the sale. of the Series 1997 Bonds; provided that the terms of the Series 1997 Bonds and the sale thereof shall conform in all SF2-70766.1 11 respects with the limitations contained in this Resolution. The execution of the Certificate of Award shall constitute conclusive evidence of the approval of the County Treasurer and of this Board of the terms of the Series 1997 Bonds and the sale thereof. 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 1997 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 1997 Bonds, to be entered into by the District as of the date of issuance of the Series 1997 Bonds, and further stipulates that such representation and covenant shall survive payment in.full or defeasance of the Series 1997 Bonds. 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 1997 Bonds, necessary and desirable to accomplish the transactions set forth above. SF2-70766.1 -12 Section 17. Effective Date: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 18th day of March, 1997, by the following vote: AYES: SUPERVISORS: Rogers , Uilkema, Gerber, Canciamilla, DeSaulnier NOES: None ABSENT: None r Chair of the Board of Supervisors ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator By: ,w Deputy tlerk of the Board of Apervisors SF2-70766.1 13