RESOLUTION OF THE BOARD OF EDUCATION OF THE SADDLEBACK VALLEY UNIFIED SCHOOL DISTRICT ORDERING AN ELECTION, AND ESTABLISHING SPECIFICATIONS OF THE ELECTION ORDER

WHEREAS, the Board of Education (the “Board”) has determined that certain school facilities and equipment within the Saddleback Valley Unified School District (the “District”), within Orange County (the “County”) need to be acquired, constructed, improved, and equipped to enable the District to improve student safety, upgrade District schools and enhance the educational opportunities of the students in the District; and

WHEREAS, the State has been unable to provide the District with amounts necessary for the District to adequately provide an optimal learning environment for all its students; and

WHEREAS, the Board has determined that the safety of our students is one of its primary objectives and to ensure a productive learning environment the District must upgrade existing facilities which are no longer suitable in order to meet current and future needs; and

WHEREAS, in the judgment of the Board, it is advisable to provide the funding for the District’s facility needs by means of a local general obligation bond where all the bond money will stay in our community and be used only for District school facilities; and

WHEREAS, Proposition 46, approved by the voters of the State of California on June 3, 1986 (“Proposition 46”), amended Section 1(b) of Article XIIIA of the California Constitution by adding a provision which exempts from the 1% of full cash value limitation, those ad valorem taxes used to pay for debt service of any bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds of the votes cast by voters voting on the proposition; and

WHEREAS, on November 7, 2000, the voters of California approved the Smaller Classes, Safer Schools and Financial Accountability Act (“Proposition 39”) which, as of its effective date, reduced the voter threshold for ad valorem tax levies used to pay for debt service or bonded indebtedness to 55% of the votes cast on a local school district general obligation bond; and

WHEREAS, concurrent with the passage of Proposition 39, Chapter 1.5, Part 10, Division 1, Title 1 (commencing with Section 15264) of the Education Code (“A.B. 1908” and “A.B. 2659”) became operative and established requirements associated with the implementation of Proposition 39; and

WHEREAS, the Board desires to make certain findings herein to be applicable to this election order and to establish certain performance audits, standards of financial accountability and citizen oversight which are contained in Proposition 39, A.B. 1908 and A.B. 2659; and

WHEREAS, in the judgment of the Board, it is advisable to order the Orange County Registrar of Voters to call an election pursuant to Proposition 39 on the question of whether general obligation bonds shall be issued and sold on behalf of the District for purposes set forth below; and

WHEREAS, pursuant to the California Elections Code, it is appropriate for the Board to request consolidation of the election with any and all other elections to be held on Tuesday, March 2, 2004, and to request the Orange County Registrar of Voters to perform certain election services for the District;

NOW THEREFORE, THE BOARD OF EDUCATION OF THE SADDLEBACK VALLEY UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. That the Board, pursuant to Education Code Sections 15100 and 15266 and Government Code Section 53606, hereby orders the Orange County Registrar of Voters to call an election under the provisions of Proposition 39 and submit to the electors of the District the question of whether bonds of the District in the aggregate principal amount not to exceed $180,000,000 (the “Bonds”) shall be issued and sold for the purpose of raising money for the purposes described in Exhibit “A” hereto, and as further stated in the full ballot proposition, attached hereto as Exhibit “B” which shall appear in the ballot pamphlet.

Section 2. That the date of the election shall be March 2, 2004.

Section 3. That the purpose of the election shall be for the voters in the District to vote on a proposition, a copy of which is attached hereto and marked Exhibit “A” and incorporated by reference herein, containing the question of whether the District shall issue the Bonds to pay for improvements to the extent permitted by such proposition. In compliance with Proposition 39, A.B. 1908 and A.B. 2659, the ballot proposition is subject to the following requirements and determinations:

(a) the proceeds of the sale of the Bonds shall only be used for the purposes set forth in the ballot measure and not for any other purpose, including teacher and administrator salaries and other school operating expenses;

(b) that the Board, in establishing the projects set forth in Exhibit “B”, evaluated the student housing, education and safety needs of the District;

(c) that the Board will cause to be conducted an annual, independent performance audit to ensure that the Bond monies get expended for the school projects identified in Exhibit “B” hereto;

(d) that the Board will cause an annual, independent financial audit of the proceeds from the sale of Bonds to be conducted until all of the Bond proceeds have been expended;

(e) that the Board will cause the appointment of a Citizen’s Oversight Committee in compliance with Education Code Section 15278 no later than 60 days after the Board enters the election results on its minutes pursuant to Election Code Section 15274;

(f) that the tax levy authorized to secure the bonds of this election shall not exceed $60.00 per year per $100,000 of taxable property in the District when assessed valuation is projected by the District to increase in accordance with Article XIIIA of the California Constitution; and

(g) that the Board will comply with the bond accountability requirements set forth in Government Code Section 53410.

Section 4. That the authority for ordering the election is contained in Education Code Sections 15100 and 15266 and Government Code Section 53606.

Section 5. That the authority for the specifications of this election order is contained in Sections 5322 of the Education Code.

Section 6. That this Resolution shall stand as the order to the Orange County Registrar of Voters to call an election within the boundaries of the District on March 2, 2004.

Section 7. That the Secretary of the Board is hereby directed to send a certified copy of this Resolution to the Orange County Registrar of Voters no later than December 5, 2003.

Section 8. That the maturity of any bonds issued pursuant to Section 15100 of the Education Code hereto shall have a maturity not exceeding twenty-five (25) years, and bonds issued pursuant to Section 53506 of the Government Code shall have a maturity of not exceeding forty (40) years from date of issuance. The maximum interest rate on any bonds shall not exceed the maximum rate allowed by Election Code Sections 15140-15143, as modified by Government Code Section 53531.

Section 9. That pursuant to Education Code Section 17032, the Board hereby encumbers the proceeds of the sale of the Bonds to pay for the acquisition, construction, reconstruction and equipping of facilities to the extent permitted by the ballot proposition and none of such proceeds shall be considered unencumbered for purposes of Education Code Section 17032.

Section 10. That the Board requests the governing body of any such other political subdivision, or any officer otherwise authorized by law, to partially or completely consolidate such election and to further provide that the canvass be made by any body or official authorized by law to canvass the returns of the election; and that the Board consents to such consolidation.

Section 11. Pursuant to Section 5303 of the Education Code and Section 10002 of the Elections Code, the Board of Supervisors of Orange County is requested to permit the Registrar of Voters to render all services specified by Section 10418 of the Elections Code relating to the election, for which services the District agrees to reimburse Orange County, such services to include the publication of a Formal Notice of School Bond Election and the mailing of the sample ballot and tax rate statement (described in Section 9401 of the Elections Code) pursuant to the terms of Section 5363 of the Education Code and Section 12112 of the Elections Code.

Section 12. The Board hereby determines to include within the ballot pamphlet the form of full proposition attached hereto as Exhibit B and which is hereby approved and adopted by the Board, and the Registrar of Voters is hereby directed to include such full proposition in such ballot pamphlet.

ADOPTED, SIGNED AND APPROVED this 2nd day of December 2003.

BOARD OF EDUCATION OF THE

SADDLEBACK VALLEY UNIFIED

SCHOOL DISTRICT