$1,403,618 TERRA BELLA UNION ELEMENTARY SCHOOL DISTRICT

TULARE COUNTY, CALIFORNIA EQUIPMENT LEASE PURCHASE AGREEMENT

TAX CERTIFICATE

The Terra Bella Union Elementary School District (the "Issuer") hereby makes the following representations of facts and expectations and covenants to comply with the requirements of this Tax Certificate in connection with the delivery of $1,403,618 of obligations (the "Obligations") created pursuant to the execution and delivery on the date hereof of the Equipment Lease Purchase Agreement, dated November 1, 20 J 4, between Dubuque Bank & Trust Company (the "Lessor") and the Issuer (the "Issuance Document"). These representations and covenants are in furtherance of the covenants contained in the Issuance Document, and in part are made pursuant to Section 54E and 54A of the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings set forth in the Issuance Document.

The [ssuer understands that it is required to timely file an annual Form I 097- BTC, Bond Tax Credit, and a Form 1096, Annual Summary and Transmittal of U.S. Information Returns, for the Obligations with the Internal Revenue Service. The Issuer also understands that it must furnish a statement to each person who is allowed a tax credit as holder of the Obligations or an interest therein on a quarterly basis for the calendar quarter for which a credit was allowed. Such forms and filing requirements are subject to change at any time and the Issuer acknowledges that it is the Issuer's responsibility to keep abreast of developments in this area.

I. General Matters.

(a) Authority for Issuance. The undersigned and other officers and members of the Issuer are charged with the responsibility of authorizing and requesting the execution and delivery of the Obligat'ons. The Obligations are being executed and delivered pursuant to the laws of the State of California and the issuance of the Obligations has been approved by a resolution adopted on November 13, 2014 by the governing body of the Issuer.

(b) Sale of Obligations. The Obligations are being delivered to the Lessor on the date hereof in a private placement.

( c) Purpose of Obligations. The Obligations are being sold and delivered for the purpose of financing energy conservation facilities located at the following locations:

Terra Bella Elementary, 9364 Road 238, Terra Bella, California 93270 Carl F. Smith Middle School, 23825 Avenue 92, Terra Bella, California 93270

( d) Nature of Issue. All the Obligations are being sold and issued at the same time, have been sold pursuant to the same plan of financing, and are reasonably expected to be paid from substantially the same source of funds. No other governmental obligations which are reasonably expected to be paid from substantially the same source of funds are being sold or issued at substantially the same time and sold pursuant to the same plan of financing as the Obligations.

( e) Status of Issuer. The Issuer is a political subdivision within the meaning of Section 103(c) of the Code.

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(f) Designation. The Obligations are hereby designated as Qualified Zone Academy Bonds for purposes of Section 54E of the Code.

II. Program Restrictions.

(a) Qualified Zone Academy. The schools comprising the Project (each an "Academy") constitutes a "Qualified Zone Academy'' in that it satisfies the following requirements:

(i) Public School. Each Academy will be utilized solely as a public school.

(ii) Establishment and Supervision. Each Academy has been established by and will be operated under the supervision of the Issuer, a ''local education agency" as defined in Section 14101 of the Elementary and Secondary Education Act of 1965.

(iii) Operations.

(A) Each Academy will provide education or training below the post-secondary level;

(B) Each Academy has been designed in cooperation with business to enhance the academic curriculum, increase graduation and employment rates, and better prepare students for the vigor of college and the increasingly complex workforce (see Exhibit B);

(C) Academy students will be subject to the same academic standards and assessments as other students educated by the Issuer;

(D) The comprehensive education plan for each Academy has been approved by the Issuer (see Exhibit B); and

(E) The Issuer reasonably expects at least 35% of the students attending each Academy will be eligible for free or reduced-cost lunches under the school lunch program established under the National School Lunch Act.

(b) Expenditure Test. I 00% of the proceeds of the Obligations deposited in the Program Account are to be used for expenditures paid after the date hereof to an unrelated third party to the Issuer for a Qualified Purpose (as defined below) with respect to an Academy (see Exhibit A). For purposes of this Tax Certificate, the term "Qualified Purpose" means rehabilitating or repairing a Qualified Zone Academy, providing equipment for use at a Qualified Zone Academy, developing course materials for education to be provided at a Qualified Zone Academy, and training teachers and other school personnel in the Qualified Zone Academy. The Issuer reasonably expects that 100% of the proceeds of the Obligations will be expended for a Qualified Purpose with respect to an Academy within three years of the date hereof (and covenants to spend such monies within such period). The Issuer has incurred as of the date hereof a substantial binding obligation (i.e., not subject to contingencies within the control of the Issuer or a related party) to a third party to expend at least I 0% of the net sale proceeds of the Obligations on the costs of the Project. The Qualified Purpose and the allocation of net sale proceeds of the Obligations to expenditures will proceed with due diligence. To the extent that less than I 00% of the proceeds of the Obligations deposited in the Program Account are expended on the Project within three years of the date hereof, the Issuer covenants to redeem (within 90 days of the end of such three year period) an amount of Obligations, which in the opinion of nationally recognized bond counsel, is necessary to comply with the restrictions of Section 54A of the Code.

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( c) Private Business Contribution Requirement. The Issuer hereby ce1iifies that it has received a written commitment for a Qualified Contribution (as defined below) from Pulling for Kids Educational Foundation, Inc., a Private Entity (as defined below), the present value of which on the date hereof is not less than 10% of 1,403,618, calculated using the credit rate applicable to the Obligations (see Exhibit C). For this purpose, a Private Entity is defined as any person (as defined in IRC Section 7701 (a)) other than the United States, a State or local government, or any agency or instrumentality thereof or related party with respect thereto (see Exhibit C). "Qualified Contributions" means the following:

(i) equipment for use in a Qualified Zone Academy;

(ii) technical assistance in developing curriculum or in training teachers in order to promote appropriate market driven technology in the classroom;

(iii) services of employees as volunteer mentors;

(iv) internships, field trips, or other educational opportunities outside the Qualified Zone Academy for students; and

(v) any other property or services specified by the Issuer.

The Issuer understands the nature of the contribution described in Exhibit C. The Issuer hereby certifies that it has sufficient students and teachers that will utilize and take advantage of the contribution in Exhibit C such that the present value of such utilized contribution is not less than $100,000 present valued from the dates of contribution.

( d) Term Requirement. The present value of the obligation to repay the principal of the Obligations is not more than 50% of the face amount of the Obligations ( 17 years), computed in accordance with the restrictions of Section 54A(d)(5)(B) of the Code (see Exhibit D).

(e) Designation. The Obligations have been designated by the Issuer as Qualified Zone Academy Bonds.

(f) Allocation. The Issuer has received an allocation of the national academy zone limitation for the year 2014 equal to at least $1,403,618 pursuant to Section 54E of the Code (see Exhibit E). Absent an opinion of nationally recognized bond counsel that the Obligations will continue to qualify as Qualified Zone Academy Bonds under Section 54E of the Code and the receipt of a letter from the State of California that the proceeds of the Obligations can be utilized in a different manner, proceeds of the Obligations will be so utilized in accordance with each application for allocation provided to the State of California.

(g) Credit Rate. The "credit rate" for purposes of Section 54E of the Code is 4.40%, which is the rate published on November 14, 2014, the date on which a binding written contract to sell the Obligations was entered into by the Issuer.

III. Arbitrage Certifications.

The following states the expectations of the Issuer with respect to the amount and uses of the proceeds of the Obligations and certain other monies or property:

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(a) Source and Use of Funds. The total proceeds to be derived by the Issuer from the sale of the Obligations, in the aggregate amount of $1,403,618 are expected to be needed and fully expended as follows:

(i) $28,072 of such proceeds will be expended to pay Costs of Issuance within one year of the date hereof; and

(ii) $1,375,546 of such proceeds will be deposited in the Program Account and such amounts, together with the earnings thereon, will be utilized to pay Project costs.

(b) Over-Issuance. The total proceeds to be received by the Issuer from the sale of the Obligations, together with anticipated investment earnings thereon, do not exceed the total amount necessary for the purposes described above.

( c) Reserved.

(d) Working Capital. No operational expenditures are to be financed by the Obligations.

( e) No Reimbursement.

(f) Funds and Accounts. The Issuance Document creates and establishes the following funds and accounts with respect to the Obligations:

(i) the Program Fund, and within such fund,

(A) the Program Fund Account;

(B) the Costs of Issuance Account; and

(C) the QZAB Sinking Fund.

(g) Sinking Funds.

(i) Sinking Funds. Other than amounts held in the QZAB Sinking Fund, the Obligations shall be paid from current revenues of the Issuer. The aggregate amounts held to repay the Obligations shall be funded at a rate not more rapid than equal annual installments, and shall not be funded in a matter reasonably expected to result in an amount greater than necessary to repay the Obligations.

(ii) No Other Proceeds. Other than the QZAB Sinking Fund, there are no funds or accounts of the Issuer established pursuant to the Issuance Document, or otherwise, that are reasonably expected to be used for the payment of principal and interest with respect to the Obligations or that are pledged as collateral for the Obligations and for which there is a reasonable assurance that amounts on deposit therein will be available for the payment of principal and interest with respect to the Obligations if the Issuer encounters financial difficulties. The term of the Obligations is no longer than is reasonably necessary for the governmental purpose of the issue, and the weighted average maturity of the Obligations does not exceed 120% of the average reasonably expected economic life of the financed Project.

(iii) No Negative Pledges. There are no amounts held under any agreement to maintain amounts at a particular level for the direct or indirect benefit of the holders of the

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Obligations or guarantor of the Obligations, if any, excluding for this purpose amounts in which the Issuer (or a substantial beneficiary) may grant rights that are superior to the rights of the holders of the Obligations or guarantor of the Obligations, if any, and amounts that do not exceed reasonable needs for which they are maintained and as to which the required level is tested no more frequently than every six months and that may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date.

(h) Reserved.

(i) Investment. The proceeds derived from the sale of the Obligations and the amounts on deposit in the aforementioned funds and accounts may be invested as follows:

(i) Proceeds derived from the sale of the Obligations and held in the Program Fund may be invested at an unrestricted yield for a period of three years from the date hereof.

(ii) Investment earnings on obligations acquired with the amounts described in Subparagraph (i) may be invested at an unrestricted yield for a period not to exceed the applicable period described in Subparagraph (i) or one year from the date of receipt, whichever period is longer.

(iii) Amounts described in Subparagraphs (i) or (ii) above that may not be invested at an unrestricted yield pursuant to such Subparagraphs shall be invested either at a yield not in excess of the yield on the Obligations plus l/8th of one percentage point or in Tax-Exempt Obligations.

(iv) Amounts held in the QZAB Sinking Fund will be invested at a yield not in excess of3.06%, the Permitted Sinking Fund Yield.

(j) Yield. For purposes of this Section III of this Tax Certificate, yield is calculated as set forth in Section 148 of the Code and Treasury Regulation § l.148-4. Thus, yield generally means that discount rate which when used in computing the present value of all unconditionally payable payments representing principal, interest, and the fees of qualified guarantees paid and to be paid with respect to the Obligations (but disregarding the QZAB Credit allowed under Section 54E) produces an amount equal to the issue price of the Obligations. The issue price of the Obligations is $1,403 ,618 which is equal to the price paid by the first buyer of the Obligations, the Lessor (see Exhibit G).

(k) Yield Reduction Payments. Notwithstanding the provisions of Section (i) above that require the Issuer to invest proceeds derived from the sale of the Obligations and investment earnings thereon at a yield not in excess of the yield on the Obligations, the yield on certain nonpurpose investments acquired with proceeds of the Obligations will not be considered to be higher than the applicable yield limitation described in Section (i) above if the Issuer makes "yield reduction payments" to the United States Treasury at the time and in the amounts described in Treasury Regulation § 1.148-5( c ). The Issuer covenants to retain and consult with nationally recognized bond counsel prior to making any "yield reduction payments" pursuant to Treasury Regulation § 1.148-5( c ).

(I) No Artifice or Device. The Obligations are not and will not be part of a transaction or series of transactions (i) that attempts to circumvent the provisions of Section 148 of the Code, or any successor thereto, and the regulations promulgated thereunder or under any predecessor thereto, enabling the Issuer or any related person to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) that increases the burden on the market for tax-exempt obligations in any manner, including, without limitation, by selling bonds that would not otherwise be

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sold, or selling more bonds, or issuing bonds sooner, or allowing bonds to remain outstanding longer, than otherwise would be necessary.

IV. Rebate Compliance.

(a) Covenants. The Issuer hereby covenants to comply with the rebate requirement of Section 148( t) of the Code.

The Issuer acknowledges that the United States Department of the Treasury has issued certain regulations with respect to certain requirements relating to compliance with Section 148(t) of the Code. The Issuer covenants that it will determine precisely what is required with respect to Section 148(f) of the Code and will comply with any requirements applicable to the Obligations.

The Issuer acknowledges that, to the extent that an exception to the rebate requirements of Section 148(t) of the Code is not available with respect to the Obligations, under Section 148(t) of the Code, the federal government must be paid the sum of (i) the excess of the amount earned on all "nonpurpose investments" with respect to the Obligations over the amount that would have been earned had such investments been invested at a rate equal to the yield with respect to the Obligations, plus (ii) any income attributable to the excess described in (i) (the "Rebate Requirement").

The Issuer acknowledges that currently, unless an exception to the Rebate Requirement is available, compliance with Section l 48(t) of the Code generally involves a multi-step process: ( 1) ascertaining the funds (the "Gross Proceeds") and investments (the "Nonpurpose Investments") subject to the Rebate Requirement of Section I 48(t) of the Code after applying, if applicable, a universal cap with respect to the Obligations (the "Universal Cap"), (2) creating an investment history cash flow report with respect to the investment of Gross Proceeds of the Obligations, (3) determining the yield with respect to the Obligations (the "Yield"), (4) future valuing receipts and payments in the cash flow report (including ce1iain deemed receipts and payments) using the Yield as the discount factor, and (5) determining the amount of rebatable arbitrage with respect to the Obligations and paying the appropriate amount to the United States Treasury. See Treas. Reg.§§ 1.148-0 through 1.148-11, 1.149(d)-l, and 1.150-1 for rules with respect to rebate compliance methodology. See Subparagraph (b )(i) below for a description of Nonpurpose Investments with respect to the Obligations, Subparagraph (b )(ii) below for a description of Gross Proceeds of the Obligations, Subparagraph (b)(iii) below for the description of a Universal Cap with respect to the Obligations, Subparagraph (b )(iv) below for a description of Yield with respect to the Obligations for purposes of compliance with Section 148(t) of the Code, Subparagraph ( d) with respect to permitted investment of Gross Proceeds, and Section V with respect to allocating Gross Proceeds and recordkeep ing.

The Issuer also acknowledges that additional or different requirements may be applicable to the Obligations if certain exceptions are satisfied. See Paragraph ( c) herein.

(b) Operative Terms.

(i) Nonpurpose Investments. Subject to the limitation in Subparagraph (b )(iii) below, Nonpurpose Investments are generally securities, obligations, annuity contracts or any other investment-type property that are not acquired to carry out the governmental purpose of the Obligations that are allocated to Gross Proceeds.

(ii) Gross Proceeds. Subject to the limitation in Subparagraph (b )(iii) below, "Gross Proceeds" with respect to the Obligations means:

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(A) amounts actually or constructively received from the sale (or other disposition) of the Obligations;

(B) amounts actually or constructively received from investing amounts described in (A);

(C) amounts (other than proceeds derived from the sale of the Obligations) that are reasonably expected to be or are in fact used to pay debt service with respect to the Obligations;

(D) amounts pledged as security for the payment of debt service with respect to the Obligations or otherwise serving as a reserve fund with respect to the Obligations;

(E) "transferred proceeds" of the Obligations; and

(F) any other amounts which are replacement proceeds of the Obligations within the meaning of Treasury Regulation § 1.148-1 ( c ).

(iii) Universal Cap. Except as provided below, in no event shall the value of Nonpurpose Investments allocated to Gross Proceeds of the Obligations exceed the Universal Cap of the Obligations computed in accordance with Treasury Regulation § 1.148-6. The Universal Cap of the Obligations is equal to the value of the outstanding Obligations computed in accordance with Treasury Regulation § 1.148-4. The value of a Non purpose Investment on a date allocated to Gross Proceeds of the Obligations for this purpose is equal to the value of such investment in accordance with Treasury Regulation § 1.148-5( d). The Universal Cap value and the value of Nonpurpose Investments are to be computed as of the first day of each bond year (or certificate year) that commences after the second anniversary of the issue date and if the applicable obligations, are a refunding issue, as of each date that, without regard to the Universal Cap, proceeds of any refunded issue become "transferred proceeds" of the Obligations within the meaning of Treasury Regulation § 1.148-9 (a "Cap Computation Date"). Amounts described in Subparagraph (c)(i) are not subject to the Universal Cap. Between Cap Computation Dates, Nonpurpose Investments cease to be allocated to the Obligations to the extent they are expended or otherwise cease to be allocated to the Obligations under Treasury Regulation § l .148-6. To the extent Nonpurpose Investments cease to be allocated to the Obligations, other investments become so allocated up to the amount of the unused Universal Cap, computed in accordance with Treasury Regulation § 1.148-6. If on a Cap Computation Date Nonpurpose Investments have a value in excess of the Universal Cap, an amount of such investments necessary to eliminate that excess ceases to be allocated to the Obligations. Nonpurpose Investments cease to be allocated to the Obi igations in the following order, within the meaning of Treasury Regulation § 1.148-6:

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( 1) first, amounts held in a sinking fund, pledged fund, or reserve or replacement fund for the Obligations (other than proceeds derived from the sale of the Obligations),

(2) second, transferred proceeds, and

(3) third, proceeds derived from the sale of the Obligations and earmngs thereon, all within the meaning of Treasury Regulation § 1.148-6.

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A failure to do a Universal Cap calculation on a Cap Computation Date will not result in noncompliance with Section 148(f) of the Code if, in the absence of that failure, the Obligations would have satisfied the Rebate Requirement.

(iv) Yield. See Section III hereof.

( c) Rebate Exception.

(i) Bona Fide Debt Service Funds. The Issuer will be relieved of the obligation to pay the Rebate Requirement with respect to amounts earned on funds in the Bona Fide Debt Service Funds.

(ii) Expenditure Exception. Proceeds of the Obligations held in the Program Fund prior to expenditure during the three year period described in Il(b) are not subject to the Rebate Requirement.

( d) Prohibited Investments and Dispositions. The Issuer acknowledges that compliance with Section 148(f) of the Code may involve taking no action to artificially reduce the Rebate Requirement by the manner of investing Gross Proceeds. The Issuer covenants that absent an opinion of nationally recognized bond counsel that the exclusion from gross income of interest with respect to the Obligations will not be adversely affected, it will comply with the rules of this Subsection to assure compliance with Section 148( f) of the Code.

(i) No Nonpurpose Investment may be acquired with Gross Proceeds for an amount in excess of the fair market value of such Nonpurpose Investment. No Nonpurpose Investment may be sold or otherwise disposed of for an amount less than the fair market value of the Nonpurpose Investment.

(ii) The fair market value of any Nonpurpose Investment is the price which a willing buyer would pay to a willing seller to acquire the Nonpurpose Investment in a bona fide, arm's length transaction, with no amounts to artificially reduce or increase the yield on the Nonpurpose Investment. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). The purchase or sales price of a Non purpose Investment is not adjusted (except as provided below) to take into account any administrative costs of the Nonpurpose Investment for calendar year 2014, brokerage commission or similar fee for an investment contract and for investments for a yield restricted defeasance escrow is included as a receipt to the extent the commission exceeds the lesser of (A) $38,000 and (B) .2% of the computational base or, if more, $4,000; provided, a broker's fee or similar fee is included as a receipt to the extent all brokers' fees or similar fees of the issue of Obligations exceed $108,000. For purposes of this Tax Certificate "computational base" means (A) for a guaranteed investment contract, the amount of Gross Proceeds to be deposited in the contract, and (B) for investments (other than guaranteed investment contracts) to be deposited in a yield restricted defeasance escrow, the amount of Gross Proceeds initially invested in those investments. For subsequent calendar years, the dollar limits described in this Subsection may be increased for cost of living adjustments. See Treas. Reg. § 1.148-5( e )(2)(iii). Certain administrative costs, including reasonable direct administrative costs, other than carrying costs, such as brokerage commissions or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs, may be taken into account in computing the Rebate Requirement with respect to investments. See Treasury Regulation § 1.148-5. General overhead costs and similar indirect costs of the Issuer such as employee salaries and office expenses and costs of computing rebatable arbitrage may not be taken into account.

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The following prov1s1ons provide guidelines as to when the Nonpurpose Investment will be deemed to be acquired for its fair market value. Other methods may be used, however, to establish fair market value.

(iii) Nonpurpose Investments that are investment contracts will be considered acquired and disposed of for an amount equal to the fair market value of such obligations if the following Subsections are satisfied:

(A) The Issuer makes a bona fide solicitation for the purchase of the investment. A bona fide solicitation is a solicitation that satisfies all of the following requirements:

(I) The bid specifications are 111 writing and are timely forwarded to potential providers.

(2) The bid specifications include all material terms of the bid. A term is material if it may directly or indirectly affect the yield or the cost of the investment.

(3) The bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other potential provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Issuer or any other person (whether or not in connection with the bond issue), and that the bid is not being submitted solely as a courtesy to the Issuer or any other person for purposes of satisfying the requirements of paragraph (B)( 1) or (2) below.

( 4) The terms of the bid specifications are commercially reasonable. A term is commercially reasonable if there is a legitimate business purpose for the tenn other than to increase the purchase price or reduce the yield of the investment. For example, for solicitations of investments for a yield restricted defeasance escrow, the hold firm period must be no longer than the Issuer reasonably requires.

(5) For purchases of guaranteed investment contracts only, the terms of the solicitation take into account the Issuer's reasonably expected deposit and drawdown schedule for the amounts to be invested.

(6) All potential providers have an equal opportunity to bid. For example, no potential provider is given the opportunity to review other bids (i.e., a last look) before providing a bid.

(7) At least three reasonably competitive providers are solicited for bids. A reasonably competitive provider is a provider that has an established industry reputation as a competitive provider of the type of investments being purchased.

(B) The bids received by the Issuer meet all of the following requirements:

(1) The Issuer receives at least three bids from providers that the Issuer solicited under a bona fide solicitation meeting the requirements of paragraph (A) of this section and that do not have a material financial interest in the issue. A lead underwriter in a negotiated underwriting transaction is deemed to have a material financial interest in the issue until 15 days after the issue date of the issue. In addition, any entity acting as a financial advisor with respect

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to the purchase of the investment at the time the bid specifications are forwarded to potential providers has a material financial interest in the issue. A provider that is a related party to a provider that has a material financial interest in the issue is deemed to have a material financial interest in the issue.

(2) At least one of the three bids described in paragraph (B)( I) of above is from a reasonably competitive provider, within the meaning of paragraph (A)(7) of this section.

(3) If the Issuer uses an agent to conduct the bidding process, the agent did not bid to provide the investment.

(C) The winning bid meets the following requirements:

(I) Guaranteed investment contracts. If the investment is a guaranteed investment contract, the winning bid is the highest yielding bona fide bid (determined net of any broker's fees).

(2) Other investments. If the investment is not a guaranteed investment contract, the following requirements are met:

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a. The winning bid is the lowest cost bona fide bid (including any broker's fees). The lowest cost bid is either the lowest cost bid for the portfolio or, if the Issuer compares the bids on an investment by investment basis, the aggregate cost of a portfolio comprised of the lowest cost bid for each investment. Any payment received by the Issuer from a provider at the time a guaranteed investment contract is purchased (e.g., an escrow float contract) for a yield restricted defeasance escrow under a bidding procedure meeting the requirements of paragraph (iii) is taken into account in determining the lowest cost bid.

b. The lowest cost bona fide bid (including any broker's fees) is not greater than the cost of the most efficient portfolio comprised exclusively of State and Local Government Series Securities from the United States Department of the Treasury, Bureau of Public Debt. The cost of the most efficient portfolio of State and Local Government Series Securities is to be determined at the time that bids are required to be submitted pursuant to the terms of the bid specifications.

c. If State and Local Government Series Securities from the United States Department of the Treasury, Bureau of Public Debt are not available for purchase on the day that bids are required to be submitted pursuant to terms of the bid specifications because sales of those securities have been suspended, the cost comparison of (C)(2)(b) is not required.

(D) The provider of the investments or the obligor on the guaranteed investment contract certifies the administrative costs that it pays (or expects to pay, if any) to third parties in connection with supplying the investment.

(E) The Issuer retains the following records with the bond documents until three years after the last outstanding bond is redeemed:

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( 1) For purchases of guaranteed investment contracts, a copy of the contract, and for purchases of investments other than guaranteed investment contracts, the purchase agreement or confirmation.

(2) The receipt or other record of the amount actually paid by the Issuer for the investments, including a record of any administrative costs paid by the Issuer, and the certification under paragraph (D) above.

(3) For each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results.

( 4) The bid solicitation form and, if the terms of the purchase agreement or the guaranteed investment contract deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the deviation. For example, if the Issuer purchases a portfolio of investments for a yield restricted defeasance escrow and, in order to satisfy the yield restriction requirements of Section 148 of the Code, an investment in the winning bid is replaced with an investment with a lower yield, the Issuer must retain a record of the substitution and how the price of the substitute investment was determined. If the Issuer replaces an investment in the winning bid portfolio with another investment, the purchase price of the new investment is not covered by the safe harbor unless the investment is bid under a bidding procedure meeting the requirements of paragraph (iii).

(5) For purchases of investments other than guaranteed investment contracts, the cost of the most efficient p01ifolio of State and Local Government Series Securities, determined at the time that the bids were required to be submitted pursuant to the terms of the bid specifications.

(iv) Nonpurpose Investments that are certificates of deposit with a fixed interest rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for early withdrawal, will be considered acquired for their fair market value if the following requirements are satisfied:

(A) the yield on the certificate of deposit is not less than the yield on reasonably comparable direct obligations of the United States; and

(B) the yield on the certificate of deposit is not less than the highest yield that is published or posted by the provider to be currently available from the provider on comparable certificates of deposit offered to the public.

(v) Except as otherwise provided in paragraph (d), any Nonpurpose Investment that is not of a type traded on an established securities market, within the meaning of Section 1273 of the Code, shall be rebuttably presumed to be acquired or disposed of for an amount in excess of the fair market value of the Nonpurpose Investment.

(vi) The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price.

( e) Certificate Year. For purposes of this Tax Certificate, Certificate Year ends on each August 14 and begins on each August 15; provided that the first Certificate Year begins on the date hereof and the last Certificate Year ends on the date no Obligations are outstanding.

V. Recordkeeping and Allocation.

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(a) Recordkeeping. The Issuer will maintain or cause to be maintained sufficient records to support compliance with the provisions of this Tax Certificate and to support the exclusion from gross income of interest on the Obligations for federal income tax purposes, including, but not limited to, the following:

(i) basic records relating to the Obligations (e.g., indenture, loan agreement, and opinions);

(ii) documentation evidencing expenditure of proceeds of the Obligations;

(iii) documentation evidencing use of the Obligations financed property (e.g., management and service contracts);

(iv) documentation evidencing sources of payment and security for Obligations; and

(v) documentation pertaining to the investment of the proceeds of the Obligations (including rebate calculations).

In particular, the Issuer will maintain or cause to be maintained detailed records with respect to each security, obligation, annuity contract, or any other investment-type property allocated to Gross Proceeds, including: (i) purchase date, (ii) purchase price, (iii) information establishing fair market value on the date such investment is allocated to Gross Proceeds, (iv) any accrued interest paid, (v) face amount, (vi) coupon rate, (vii) periodicity of interest payments, (vii) disposition price, (ix) any accrued interest received, and (x) disposition date. The Issuer shall establish separate sub-accounts or take other accounting measures in order to account fully for all Gross Proceeds. The Issuer shall maintain books and records with respect to the allocation of Gross Proceeds in accordance with this Tax Certificate. All records required to be maintained pursuant to this Tax Certificate must be kept as long as the Obligations are outstanding plus three years after all Obligations are retired, and with respect to obligations refunded by the Obligations, for the same period required for the Obligations.

(b) Allocation. The Issuer may use any reasonable, consistently applied accounting method to account for Gross Proceeds of the Obligations in accordance with Treasury Regulation § 1.148-6; for purposes of allocating Gross Proceeds to capital expenditures intended to be financed pursuant to this Tax Certificate after the date of issue of the applicable tax-exempt obligation, and paid to unrelated third parties ("Qualified Capital Expenditures"), the Issuer may use the following accounting methods: "specific tracing," "gross-proceeds-spent-first," "first-in, first-out," or a ratable allocation method. No Gross Proceeds will be allocated to expenditures that are not Qualified Capital Expenditures. In addition, the accounting method applied must account uniformly for (i) Gross Proceeds commingled with other moneys in excess of $25,000 and such other commingled moneys and (ii) Gross Proceeds for each fiscal year or interim fiscal period therein during which the issue is outstanding. Another accounting method may, however, be utilized for moneys if it is for a bona fide purpose unrelated to federal income tax restrictions. If Gross Proceeds are commingled with other moneys (other than in an open-end regulated investment company) in an amount in excess of $25,000 (a "Commingled Fund"), the following additional requirements must be satisfied. First, all payments and receipts with respect to investments in the Commingled Fund must be allocated among the different moneys ratably based upon either (i) average daily balances during a "Computation Period" (as defined below) or (ii) the average of the beginning and ending balances of the amounts in the Commingled Fund for a Computation Period that does not exceed one month. A Commingled Fund may use as its Computation Period any consistent time period within its fiscal year that does not exceed three months. Not less frequently than at the end of each Computation Period, the Commingled Fund must compute and allocate to different types of moneys all payments, receipts, income, gain or losses realized, and expenditures. Second, except as provided below,

12 4847-7669-0720.l

the Commingled Fund must treat al 1 of its investments as if sold at fair market value on the last day of the fiscal year or as of the last day of each Computation Period, and so allocate net gains or losses from such deemed sales (the "Mark-to-Market Requirement"). A Commingled Fund need not satisfy the Mark-to­Market Requirement if (i) the remaining weighted average maturity of all investments held by the Commingled Fund during a fiscal year does not exceed eighteen months and such investments consist exclusively of debt obligations, (ii) the Commingled Fund serves as a common reserve fund or sinking fund for two or more issues of the same issuer or (iii) the Issuer (and any related party) do not own more than 25% of beneficial interests in the Commingled Fund. Common reserve funds or sinking funds for two or more issues must be ratably allocated (not less frequently than once every five years and on each date a new issue is added or retired (if relative original principal amounts are used to so allocate)) in accordance with (i) the value of the bonds under Treasury Regulation § 1.148-4( e ), (ii) the relative amounts of the remaining maximum annual debt service payable on the issues, or (iii) the relative original stated principal amounts of the outstanding issues. Notwithstanding any other provision of this Tax Certificate, the allocation methodology applied must be consistent for all purposes of this Tax Certificate.

The Issuer must account for the allocation of Gross Proceeds to expenditures not later than 18 months after the later of the date the expenditure is paid and the date the applicable Project is placed in service and in any event, by the date 60 days after the fifth anniversary of the issue date of the Obligations or the date 60 days after the retirement of the Obligations if earlier.

VI. Concluding Matters.

(a) Information Reporting. Attached as Exhibit F is a copy of the information report filed with respect to the Obligations Form 8038-TC - Information Return for Tax Credit Bonds and Specified Tax Credit Bonds.

(b) Post-Issuance Compliance. The Issuer has covenanted and agreed in the Issuance Document and this Tax Certificate that it will take or cause to be taken all actions that are required of it for the Issuance Document to be and remain a QZAB. The issuer understands that included within such covenant are covenants to refrain from taking any action which would adversely affect the status of the Issuance Document as a QZAB. The Issuer hereby covenants that it will, and reasonably expects that it can, comply with such restrictions and limitations. The Issuer acknowledges that it will comply with the Compliance Policies attached as Exhibit H.

( c) Reliance. The expectations of the Issuer concerning certain uses of the proceeds of the Obligations and certain other moneys described herein and other matters are based in whole or in part upon representations of other parties as set forth in this Tax Certificate or the exhibits attached hereto. The Issuer is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representations made in this Tax Certificate or exhibits attached hereto.

(d) Prohibition on Financial Conflicts of Interest. The Issuer hereby certifies that applicable state and local law requirements governing conflicts of interest are satisfied with respect to the Obligations, and if the Secretary prescribes additional conflicts of interest rules governing the appropriate Members of Congress, Federal, State and local officials, and their spouses, such additional rules are satisfied with respect to the Obligations.

(e) Prevailing Wage. The Issuer shall comply with the requirements of Subchapter IV of Chapter 31 of Title 40, United States Code with respect to the Project financed by the Obligations.

(f) Authority. The undersigned is an authorized representative of the Issuer, and is acting for and on behalf of the Issuer in executing this Tax Certificate. To the best of the knowledge and belief of

13 4847-7669-0720. l

the undersigned, there are no other facts, estimates or circumstances that would materially change the expectations as set forth herein, and said expectations are reasonable.

(g) Other Matters. The Issuer understands that it is required to timely file an annual Form 1097-BTC, Bond Tax Credit, and a Fonn 1096, Annual Summary and Transmittal of U.S. Information Returns, for the Obligations with the Internal Revenue Service. The Issuer also understands that it must furnish a statement to each person who is allowed a tax credit as holder of the Obligations or an interest therein on a quarterly basis for the calendaT quarter for which a credit was allowed. Such forms and filing requirements are subject to change at any time and the Issuer acknowledges that it is the Issuer's responsibility to keep abreast of developments in this area.

(h) Amendment. Notwithstanding any provision of this Tax Certificate, the Issuer may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate if such amendment is based on an opinion of nationally recognized bond counsel that the treatment of the Obligations as Qualified Zone Academy Bonds, within the meaning of Section 54E of the Code, will not be adversely affected.

Dated: November 1, 2014

4847-7669-0720.1

By: -'-"'-' Name: Title:

14

EXHIBIT A

DESCRIPTION OF PROJECT COSTS PAID OR TO BE PAID FROM PROCEEDS OF THE OBLIGATIONS

The Issuer understands that costs listed herein are subject to the limitations of Section I( c) of the Tax Certificate.

(see attachment)

Exhibit A-1 4847-7669-0720. I

Site

Terra Bella Union Elementary School District QZAB

Spending Plan

Spending Plan Scope Estimated Cost

Lighting Retrofit, HVAC System Retrofits, HVAC Carl Smith Middle Controls Upgrades, Electrical Upgrade including Solar

Generation. The district will also use funds for general

building rehabilitation and repair throughout. 1,250,000.00

Terra Bella Elementary Lighting Retrofit, HVAC System Retrofits, HVAC Controls Upgrades. The district will also use funds for

general building rehabilitation and repair throughout 290,000.00

TOTALS 1,540,000.00

4847-7669-0720.l

EXHIBITS

PLAN

Exhibit B-1

Our Mission

Terra Bella Elementary School District QZAB Education Plan

Terra Bella Union Elementary School District shall provide a safe learning environment to promote an attitude of life long learning and prepare our students to be leaders and productive citizens of the 21st century. We will raise levels of expectations in order to build resiliency and readiness in the students that will allow them to excel at the next academic level.

Our Zone Academy Education Plan will incorporate our mission and very specific goals of listed below of our district-wide Zone Academy and integrate them into our current Local Control and Accountability Plan (LCAP). The primary focus is on learning and providing a team approach to all aspects of our Zone Academy student.

The Zone Academy Specific Goals

Zone Academy Goal 1. Better Prepare Students

The overall goal of our QZAB education plan will be to better prepare our students for their next step up. The plan will use the teacher training gifts and student courseware provided by our Partner, Pulling For Kids, along with their expertise, to help shape a curriculum that is on target with what is needed to succeed academically and, ultimately, in the workforce.

Zone Academy Goal 2. Increase Graduation Rates

Our school district's current level of graduation is very satisfactory. However, we know that with an enhanced and more up to date focus on learning skills, as well as enhanced surroundings, and better equipment, the students will have a better chance at succeeding at their next level of education and onto either college or the work force. Our Zone Academy's goal is to give our students life skills that they will never stop using; Learning for a Lifetime.

Zone Academy Goal 3. Enhance Teacher Training

Our students can succeed, excel, and develop a love of learning, if their teachers are encouraged to exceed, excel, and participate in continuing their education. With the help of our contribution of professional development courses provided by Pulling for Kids, our Zone Academy partner, it is the hope that the teacher's that have expressed interest in enhancing their skills will be able to pass on their new found knowledge to their students. More importantly, the example provided by motivated teachers in our Zone Academy will stimulate the motivation of our students.

Zone Academy Goal 4.

We intend to combine the best of both worlds; Zone Academy and our LEAP. The final goal will be to follow the federal regulations for the Zone Academy requirements, as listed above, and combine them with the very specific targets the district has set for themselves with our Local Education Agency Plan (LEAP). In effect, we'll integrate the best of both worlds.

We have included the LEAP with our Zone Academy Plan to provide a detailed outline of our approach to our Zone Academy Plan. The Zone Academy can only be fully grasped and implemented by using both the outline above and our LEAP as the guiding source of it's implementation.

A Focus on Educators

Terra Bella Elementary School District QZAB Education Plan

In our current environment, educating kids is difficult enough. Only motivated and dedicated teachers can help ensure a successful outcome for our children. The Zone Academy goal of professional development components will help attract the highest caliber teachers and retain the current excellent teachers the district currently enjoys.

Our contributor's free "Master Teacher" courseware will ensure instructors have access to the best in continuing education and professional development. All of our teachers are aware of the current budget strains the state faces, and providing free professional development is a small step at bridging that economic gap without adding to our already tight budget.

The School District has designated all school sites as Zone Academies. The Zone Academy, however, will be open to the students and teachers. The Zone program will be voluntary, ensuring that only motivated students will participate.

All students will be strongly encouraged to participate in the Zone Academy computer courses. Specifically, our contributor will provide students courseware that will teach them programming through a multi-course contribution. These are specifically designed to take a learner from a beginner to high intermediate programmer with the end result being the students will be able to design and build their own computer games.

Teachers will also be provided with NBC Studio's K12 video courseware. This allows teachers with over 10,000 professionally developed videos and enhanced for education. The videos are standalone courses, or can be used to supplement their current education plans.

All students participating in the Zone Education programs will be required to fulfill their district-wide academic requirements along with all other students, however the core curriculum will be enhanced with courseware provided by our 10% matching contributor, PULLING FOR KIDS.

It is the specific goal of the Zone Academy to help enhance learning by providing education that is on­target with what current grade levels and fits precisely with what the work force is will demand as a foundation in our students. Our partner will provide additional and proven resources, fully supported by our teachers and staffs, to what is already available to use. We are confident that our students will be better prepared for the ever increasingly complex work place and our global economy.

Summary of our Zone Academy's Plan

Our Zone Academy is intended not to replace, but enhance our already comprehensive curriculum and LEP. All students, participating in the Zone Academy program, will be held to the same high standards expected of all our students.

4847-7669-0720. l

EXHIBITC

CERTIFICATE OF PRIVATE ENTITY

Exhibit C-1

Pulling for Kids Educational Foundation• P.O. Box 189 •Girard, KS 66743 Phone: 620.724.6281 Fax: 620.724.6284

=-=====-==:::::;==::::=:~~~~!SI:==-.:==~=----========~::::--:::

August 21, 2014

Ms. Rohonda Usher Business Manager Terra Bella Union Elementary 9121Road240 Terra Bella, CA 93270

RE: $1,540,000 Qualified Z-One Academy Bond (QZAB)

Dear Ms. Usher,

The Pulling for Kids Foundation, Inc., is a 50l(c)(3) public charity. The Foundation enthusiastically supports the efforts of your school district and the Qualified Zone Academy Bond (QZAB) program.

As you may already be aware, we provide access to The Pulling for Kids Educational Resource Sampler with learning content designed to enhance student instruction. There are 12 online professional development modules and a series of online courses that can be used by teachers and students to learn beginning programming. We have also partnered with NBC Learn K-12 to provide full access to their NBC News archives.

The professional development material was developed by The Master Teacher, a recognized leading provider of continuous professional development for teachers and school staff. The online modules are available 24n and contain high quality content that is relevant, research-based, and written by practitioners in the field. The 12 courses range from Effective Classroom Management to Tactics to Keep Students Motivated to the End.

A series of on!ine courses for secondary students called Basic Programming and Game Development with Scratch provide instruction to build programming skills for beginners and more advanced students.

NBC Learn K-12 contains more than 12,000 digitized stories from the NBC News archives. The collections of NBC Learn K-12 are available through internet streaming or via download. They are accessible as a stand-alone resource or as a building block for curriculum or online course development.

The values set forth below are based on our actual pricing to school districts and others that are purchasing such materials from the Pulling for Kids Foundation, Jnc.

Representatives of the Pulling for Kids Foundation, Inc. will work with your staff over the coming months to establish access to the learning materials. We will provide access to the Pulling for Kids Resource Sampler (Greenbush) and NBC Learn K-12 for a period of 12 months. The annual value of the Pulling for Kids Educational Resource Sampler for each participating teacher is $1, 140 and $199 for each student. NBC Learn K-12' annual value per building will be Sl,999 for each high school, $1,499 for each middle school and $999 for each elementary school. Although not all teachers and not all students will participate, we commit to you to work with enough teachers and students that the value of al! learning materials donated to your school will have a present value, as of the date you issue your bonds, of not less than $154,000 which will be at least 10 percent of the proceeds of the bond issue. For present value purposes, we will assume that all materials will be donated at the end of the current school year and the discount rate used will be equal to the tax credit rate on the bond issue.

It is our hope that our in-kind contribution, subject to McLiney And Company successfully placing the issue, will ensure the success of your QZAB program and will help establish a strong relationship between your school and us. We look forward to an ongoing partnership, and wish you the best ofluck with your project.

Sincerely,

~~~~k~te Special Projects Director of Development Migrant Education Program Director

484 7 • 7669-0720. I

EXHIBIT D

TERM LIMIT

Exhibit D-1

EXHIBITE

ALLOCATION OF THE NATIONAL ACADEMY ZONE LIMITATION

Exhibit E-1 4847-7669-0720.l

CALIFORNIA DEPARTMENT OF

EDUCATION

October 7, 2014

Frank Betry, Superintendent Terra Bella Union Elementary School District 9121 Road 240 Terra Bella, CA 93270

Dear Superintendent Betry:

Subject: Qualified Zone Academy Bond Program

TOM TORLAKSON STATE SUPERINTENDENT Of PUBLIC INSTRUCTION

The California Department of Education (COE) is pleased to inform you that your participation in the Qualified Zone Academy Bond Program was successful. Your success in the application process entitles the Terra Bella Union Elementary School District on behalf of the following academies, Carl Smith Middle Academy and Terra Bella Elementary Academy, to issue $1,540,000 worth of bonds for the purposes specified in your proposals. You should now find a lender willing to abide by the laws and regulations specified in the application packages. Any questions about bonding should be directed to your bond counsel. Bonds must be issued by April 7, 2015.

Within fifteen days of issuance, a copy of the appropriate federal Internal Revenue Service Form, Information Return for Tax~Exempt Bonds must be submitted to the COE, School Facilities and Transportation Services Division. Additionally, at the conclusion of the projects a completion letter must be submitted to the COE. The letter must be completed by district bond counsel stating that the proceeds of issuance were used in accordance with all Federal laws and regulations. All correspondence should be sent to the California Department of Education, School Facilities and Transportation Services Division, 1430 N Street, Suite 1201, Sacramento, CA 95814.

Sincerely,

d~~'1!u1t . Kathlee J. Moor~. Division Director

. School, acilities and Transportation Services Division

KJM:ls

1430 N STREET, SACRAMENTO, CA 95814·5901 • 916·319-0800 •WWW.COE.CA.GOV

TERRA BELLA UNION ELEMENT ARY SCHOOL DISTRICT RESOLUTION NO. 14-15: 04

RESOLUTION OF TERRA BELLA UNION ELEMENTARY SCHOOL DISTRICT (THE "DISTRICT''), STATING THAT REQUIREMENTS FOR THE USE OF QUALIFIED ZONE ACADEMY BONDS (QZABs) WILL BE MET BY THE CLOSING DATE OF ANY BONDS ISSUED.

WHEREAS, the District desires to submit an application to the State of California Department of Education (the "State") seeking approval to issue a Qualified Zone Academy Bond (QZAB) and an allotment of volume capacity from the State for the same.

WHEREAS, capital expenditures for equipment, rehabilitation and/or repair of certain public school facilities may be financed with the proceeds of a Qualified Zone Academy Bond ("QZAB") issued pursuant to Sections 54A and 54E of the Internal Revenue Code of 1986, as amended (the "Code");

NOW, THEREFORE, the Board of the District hereby finds, determines, declares, and resolves as follows:

Section 1. Recitals and Definitions. All of the above recitals are true and correct and the Board of the District so finds and determines.

Section 2. QZAB Authorization. The District is authorized to submit an application to the State of California Department of Education seeking approval to issue a QZAB for those portions of the Project that meet the requirements of Sections 54A and 54E of the Code. In support of such application, the Board of the District specifically finds, determines, declares and resolves as follows:

(a) The District has reasonable expectations that at least 35% of the students attending or participating in the program will be eligible for free or reduced-cost lunches established under the Richard B. Nelson National School Lunch Act as of the date of issuance of the QZAB bonds.

(b) The District will have written commitments from private entity(ies) to make qualified contributions with a present value at the QZAB bond closing date of not less than 10% of the proceeds of the QZAB bond.

(c) The school(s) (or academic program(s) with such school(s)) (the "Academy") for which QZAB bond approval is sought is established by and operated under the supervision of the District, which is an eligible local education agency, as defined by Section 14101 of the Elementary and Secondary Education Act of 1965, in that the District provides education or training below the post secondary level, and (i) such Academy is designed in cooperation with business to enhance the academic curriculum, increase graduation and employment rates, and better prepare students for the rigors of college and the increasingly complex workforce, (ii) students in the Academy are subject to the same academic standards and assessments as other students educated by the eligible local education agency, and (iii) the comprehensive education plan of the school program is approved by the eligible local education agency.

(d) The District intends to use the proceeds of the QZAB for one or all of the following:

1

TERRA BELLA UNION ELEiv1ENTARY SCHOOL DISTRICT RESOLUTION NO. 14-15: 04

(1) Rehabilitation or repairing the public school facility in which the academy is established;

(2) Providing equipment for use at such academy;

(3) Providing instructional materials; and/or

(4) Providing teacher and other school personnel professional development.

Section 3. Davis-Bacon Act Certification. All laborers and mechanics employed by contractors or subcontractors on projects funded by QZAB or QSCB proceeds shall be paid wages and fringe benefits at rates not less than those required under the Davis-Bacon Act, 40 U.S.C. 3141 et seq.

Section 4. Conflicts of Interest. Applicable state and local law requirements governing conflicts of interest are and will be, at issuance of any QZAB will be satisfied, and if additional conflict of interest rules are imposed by Internal Revenue Service or other federal regulation, such additional rules will be satisfied with respect to such issuance.

Section 6. Spending Plan. The District has written spending plans for the use of QZAB proceeds on file in its offices.

The foregoing resolution was adopted upon the motion of Trustee Giannetto, seconded by Trustee Jaggers, at a regular board meeting of the Governing Board on the 14th day of August, 2014 by the following vote:

Ayes: 5 M. Lopez, S. Lujan, A. Giannetto, J. Figueroa, Jr., V. Jaggers Noes: 0 Abstentions: 0 Absent: 0

I, Frank H. Betry, Secretary of the Governing Board, do hereby certify that the foregoing is a full, true and correct copy of a resolution passed and adopted by the Governing Board at a regular called and conducted meeting held on said date.

~i{_~ Secretary, Board of Trustees

2

4847-7669-0720.l

EXHIBITF

INFORMATION REPORTING

See Tab 4

Exhibit F-1

EXHIBITG

CERTIFICATE OF DlJBUQUE BANK & TRUST COMPANY

See Tab 8

Exhibit G-1 4847-7669-0720.I

Purpose

EXHIBITH

POST-ISSUANCE COMPLIAL'\J"CE PROCEDURES FOR QUALIFIED ZONE ACADEMY BONDS

Issuers of qualified zone academy bonds under Sections 54A and 54E (the "QZABs" or the "Tax Credit Bonds") of the Internal Revenue Code of 1986 (the "Code") must comply with federal tax rules pertaining to expenditure of proceeds for qualified costs, rate of expenditure, use of bond financed property, investment of proceeds in compliance with arbitrage rules, and retention of records. The following policies are intended to establish compliance by Terra Bella Union Elementary School District of Tulare County (the "Issuer") with these rules in connection with the execution and delivery of the Equipment Lease Purchase Agreement, dated as of November 1, 2014 (the "Obligations").

For purposes of these Post-Issuance Compliance Procedures, the Obligations may be referred to as "Tax Credit Bonds".

Tax Requirements Associated with Sale and Issuance of the Obligations

Review and retention of tax documents related to the sale and issuance of the Obligations will be supervised by Frank Betry. Superintendent.

• Authorization by the Issuer to issue the Obligations.

• Election by the Issuer to issue the Obligations as Tax Credit Bonds made in the Issuer resolution, indenture or tax certificate dated the closing date of such Tax Credit Bonds.

• Tax Credit Bonds may not be issued at more than a de minimis premium, as defined in Code, and the Income Tax Regulations (the "Regulations") promulgated thereunder. Certifications of the purchaser of the Obligations will establish that this requirement is met, and will be reviewed and included in the transcript of documents. The Issuer may request review and confirmation of pricing from a financial advisor or other independent party.

• The Form 8038-TC timely filed with the IRS pursuant to Section 149(e) of the Code and the Form l 097-TBC filed pursuant to the Filing Agent Agreement, entered into between the Issuer and Dubuque Bank & Trust Company as the Filing Agent in connection with the Obligations.

Expenditure of Proceeds for Qualified Costs

Expenditure of proceeds of the Obligations will be reviewed by Frank Betry, Superintendent.

• Proceeds of the Obligations will be disbursed by the Disbursement Agent or the Issuer pursuant to an approved form of requisition stating the date, amount and purpose of the disbursement.

• Requisitions must identify the financed property in conformity with the tax certificate executed by the issuer at closing, including any certifications as to the character of the financed property.

• Requisitions for costs that were paid prior to the issuance of Tax Credit Bonds are, in general, limited to costs paid not earlier than 60 days prior to the date a "declaration of intent" to reimburse the costs from the proceeds of Tax Credit Bonds was adopted by the bond issuer.

Exhibit H-1 4847-7669-0720.1

Requisition for reimbursement will be reviewed to assure that bond proceeds are being used to reimburse within 18 months of the date of the original expenditure. If proceeds are used for reimbursement, a copy of the declaration will be obtained and included in the records for the issue if not already part of the transcript.

• Requisitions will be summarized in a "final allocation" of proceeds to uses not later than 18 months after the in-service date of the financed property (and in any event not later than 5 years and 60 days after the issuance of the bonds).

Rate of Expenditure of Bond Proceeds.

Rate of expenditure of bond proceeds will be reviewed by Martin Bans, Assistant Superintendent of Business Services.

• Evidence that a binding commitment in writing with a third party to spend at least 10% of the available project proceeds was entered into within six months of the issue date of the Obligations will be retained in the records of the Issuer.

• Expenditure of proceeds will be monitored against the tax requirement to spend all of the sale proceeds together with investment earnings thereon within three years of the issue date of the Obligations.

• If any private letter ruling is submitted to the Internal Revenue Service requesting an extension of the three-year expenditure period, the ruling request, including supporting evidence and correspondence with the Internal Revenue Service, will be retained with the issuer books and records for the Obligations.

Requirements for Use of Proceeds of Tax Credit Bonds

Taxable bonds (or other taxable obligations) for which the IRS allows a tax credit, are subject to rules set forth in Sections 54A and 54E of the Code. Compliance with these rules is the responsibility of Martin Bans, Assistant Superintendent of Business Services.

• No more than 2% of the sale proceeds of Tax Credit Bonds can be spent for costs of issuance ("COI"). Compliance with this rule will be established by recording COi paid from proceeds as a separate cost category that will be measured against the 2% limit.

• No proceeds of Tax Credit Bonds can be used to pay principal of or interest on another obligation.

• None of the proceeds of Tax Credit Bonds can be used to fund a debt service reserve fund.

• 100% of "available project proceeds" from sale of Tax Credit Bonds (less amounts for COi) must be used for one or more of the programs designated for such Tax Credit Bonds.

• Review expenditures to assure they are for "Qualified Purposes."

• "Qualified Purposes" means, with respect to QZABs, (i) rehabilitating or repairing the Project in which the Academy is established, (ii) providing equipment for use at the Academy, (iii) developing course materials for education to be provided at the Academy, and (iv) training teachers and other school personnel in such Academy.

• Obtain and review certifications to determine that each school program to be financed meets the following requirements:

Exhibit H-2 4847-7669-0720.l

• Each of the Local Education Agencies is a "local education agency" as defined in Section 9101 of the Elementary and Secondary Education Act of 1965.

• Each Academy is or will be a public school which is established by and operated under the supervision of a Local Education Agency to provide education or training below the postsecondary level.

• Each Academy (or academic program within such Academy) is or will be designed in cooperation with business to enhance the academic curriculum, increase graduation and employment rates, and better prepare students for the rigors of college and the increasingly complex workforce.

• Students in each Academy will be subject to the same academic standards and assessments as other students educated by the Local Education Agency.

• Review written private entity contribution commitments, assuring that information includes the employee identification of the private entity, to determine that the aggregate contributions are equal to at least 10% of the principal amount of the QZABs, calculated at a present value (as of the Issue Date) discounted by the applicable tax credit rate.

Use of Property Financed with the Proceeds of the Obligations

Use of financed property when completed and placed in service will be reviewed by Martin Bans, Assistant Superintendent of Business Services.

• Property financed with the proceeds of QZABs will be monitored for any change in use and need for remedial action, including sale of property, loss of Academy status or failure to be a public school facility.

• No item of bond-financed property will be sold or transferred to a nonexempt party without advance arrangement of a "remedial action" under the applicable Treasury regulations.

Investments

Investment of bond proceeds in compliance with the arbitrage bond rules and rebate of arbitrage will be supervised by Martin Bans, Assistant Superintendent of Business Services.

• Guaranteed investment contracts ("GIC") will be purchased only using the three-bid "safe harbor" of applicable Treasury regulations, in compliance with fee limitations on GIC brokers in the regulations.

• Other investments will be purchased only in market transactions.

• Yield restriction on any sinking fund established to pay the bonds at maturity will be monitored to assure that ( 1) the sinking fund is funded no faster than equal annual installments, (2) the amount accumulating in the sinking fund is not expected to exceed the debt service due at maturity of the bonds, and (3) the fund is not invested above the permitted sinking yield identified in the tax certificate.

• If a debt service reserve fund is established with funds other than proceeds of the bonds, it is subject to certain size limitations, as well as yield limitations. Compliance with this rule will be established by tracking any deposits to a reserve fund and having bond counsel or rebate analyst review results.

Exhibit H-3 4847-7669-0720.1

• Calculations of rebate liability will be performed pursuant to and subject to the exceptions from rebate as described in the tax certificate for the Obligations.

• If due, rebate payments will be made with Form 8038-T no later than 60 days after (a) each fifth anniversary of the date of issuance and (b) the final retirement of the issue. Compliance with rebate requirements will be reported to the holder of the Obligations.

• Identify date for first rebate payment, if any, at time"'of issuance. Enter in records for the issue.

Report of Issuance (Form 8038-TC)

Timely filing with the Internal Revenue Service of the issuance of the Tax Credit Bonds is the responsibility of special/bond counsel subject to review of the form by Martin Bans, Assistant Superintendent of Business Services.

• Issuance of Tax Credit Bonds must be reported to the IRS on Form 8038-TC. The deadline for the form is the 15th day of the 2nd calendar month following the quarter in which the bonds were issued. Filing the applicable form should be confirmed with bond counsel.

• Form 8038-TC must include a debt service schedule for each maturity as set forth in the instructions to that form. See also Notices 2009-26 and 2010-35 for more information. Compliance will be confirmed with special/bond counsel.

Additional Periodic Filings Required for Tax Credits

The amount of the tax credit must be reported on Form 1097-TBC. Preparation and filing of Form I 097 - TBC is the responsibility of the Issuer which has been contracted with Dubuque Bank & Trust Company.

Records

Management and retention of records related to tax credit bond issues will be supervised by Martin Bans, Assistant Superintendent of Business Services.

• Records will be retained for the life of the Tax Credit Bonds plus any refunding bonds plus three years. Records may be in the form of documents or electronic copies of documents, appropriately indexed to specific bond issues and compliance functions.

• Retainable records pertaining to bond issuance include transcript of documents executed in connection with the issuance of the bonds and any amendments, and copies of rebate calculations and records of payments including Forms 8038-T.

• Retainable records pertaining to expenditures of Tax Credit Bond proceeds include requisitions, trustee statements and final allocation of proceeds.

• Retainable records pertaining to investments include GIC documents under the Treasury regulations, records of purchase and sale of other investments, and records of investment activity sufficient to permit calculation of arbitrage rebate or demonstration that no rebate is due.

Overall Responsibility

Overall administration and coordination of these procedures is the responsibility of Martin Bans, Assistant Superintendent of Business Services.

Exhibit H-4 4847-7669-0720.1