HomeMy WebLinkAboutMINUTES - 07251995 - C64 RESOLUTION NO. .-95.42-4 5
Dated:.J u ly 25 , 1995
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AMENDING RESOLUTION NO. 95/292
CONCERNING TERMS OF BONDS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT.
WHEREAS, this Board of Supervisors adopted its Resolution No. 9 5/2 9 2
on June 27, 1995, authorizing, among other things, the issuance and sale of bonds of the
Martinez Unified School District (the "District"), and prescribing the terms thereof; and
WHEREAS, the District has requested that this Board of Supervisors amend said
Resolution No. 9 5/2 9 2 (as amended, the "Resolution") in order to permit the sale and
issuance of said bonds of the District under different terms than those specified in the resolution
as originally adopted; and
WHEREAS, this Board of Supervisors now deems it necessary and desirable to
permit the sale of bonds of the District pursuant to terms established or to be established by the
Treasurer of the County based upon the recommendations of the financial advisor to the District
and the concurrence of the Superintendent of the District;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF CONTRA COSTA COUNTY THAT:
Section 1. All of the above recitals are true and correct.
Section 2. Board of Supervisors Resolution No. 9 5/2 9 2 r is hereby amended
as follows:
(a) Section 3 is hereby amended by the addition of the following sentence:
"The Series 1995 Bonds shall be issued as Current Interest Series 1995 Bonds and
Capital Appreciation Series 1995 Bonds, as further described herein."
(b) The second sentence of the first paragraph of Section 4 is hereby amended
to read as follows:
"The Series 1995 Bonds shall be dated as of their date of delivery, and shall accrete
interest at a rate not to exceed twelve per cent (12%) per annum (the exact rate or rates
to be determined upon sale of the Series 1995 Bonds) commencing on their date of
delivery, from their respective denominational amounts to their respective maturity
SF2-46658.1
values. The interest on the Series 1995 Bonds shall be compounded on February 1,
1996, and semiannually thereafter on February 1 and August 1 in each year (each an
"interest accretion date" or alternatively, an "interest payment date"), assuming in any
such semiannual period that such interest accretes in equal daily amounts on the basis of
a 360-day year of twelve 30-day months, and shall be payable only upon maturity or
prior redemption thereof."
(c) The second sentence of the fourth paragraph of Section 4 is hereby deleted.
(d) The fifth paragraph of Section 4 is hereby amended to read as follows:
"Each Bond shall accrete interest from the interest payment date next preceding
the date of authentication thereof unless it is authenticated as of a date during the period
from the sixteenth day of the month next preceding any interest payment date to the
interest payment date, inclusive, in which event it shall accrete interest from such interest
payment date; or, unless it is authenticated on or before the fifteenth day of the month
preceding the first interest payment date, in which event such Bond shall accrete 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 accrete
interest from the interest payment date to which interest has previously been paid or
made available for payment on the outstanding Bonds."
(e) The second paragraph of Section 5 is hereby amended to read as follows:
"Bonds shall be redeemed at the following redemption prices (expressed as a
percentage of the accreted value on the redemption date of the Bonds called for
redemption):"
(f) Section 13 is hereby amended to read as follows:
"The form of proposed Official Notice of Sale inviting bids for the Series 1995
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
1995 Bonds. The County Treasurer is hereby authorized to complete the Official Notice
of Sale by inserting therein the maturity schedules and maturity values for We Series
1995 Bonds before the-distribution of the Official Notice of Sale. Proposals shall be
received on behalf of the Clerk of this Board of Supervisors on July 26, 1995 (or on such
other date as shall be determined by the County Treasurer, so long as such date is not
later than August 10, 1995), 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 1995 Bonds for
cash at the denominational amounts bid less the underwriter's discount which shall not
be in excess of two and one-half percent (2.5%) of the aggregate denominational amount
thereof. Kelling, Northcross &Nobriga, 1333 Broadway, Suite 1000, Oakland, financial
advisor to the District, is hereby authorized and directed to cause to be mailed to
prospective bidders for the Series 1995 Bonds copies of said Official Notice of Sale,
l
SFZ46658.1 2
subject to such corrections, revisions or additions hereafter deemed necessary by the
Superintendent of the District and as may be acceptable to the County."
(g) Section 14(b) is hereby amended to read as follows:
"(b) 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 1995
Bonds, so long as such bid shall provide a true interest cost (as described in the Official
Notice of Sale) to the District of not to exceed twelve percent (12%)per annum and the
underwriters' discount shall not be in excess of two and one-half percent (2.5%) of the
total denominational amount of the Bonds, 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 1995 Bonds to the maker of the best responsive bid, all as
provided in the Official Notice of Sale."
Section 3. For purposes of the Resolution and the documents referenced therein
and herein, including the Bonds and the Official Notice of Sale, the following terms shall have
the meanings ascribed to them in this section:
"Accreted interest" is the interest accreted on a Bond at its stated reoffering yield
as of a given date, calculated as provided in Section 4 of the Resolution.
The "accreted value" of a Bond is the denominational amount plus the accreted
interest on such Bond as of a given date (as specified for each interest accretion date
according to a Table of Accreted Values to be completed by the County Treasurer upon
sale of the Bonds).
The "denominational amount" of each Bond is the initial principal amount at
which such Bond is reoffered to the public.
"Interest accretion date" shall have the same meaning as "interest payment date"
and shall mean February 1 or August 1 in each year.
The "maturity value" of a Bond is the accreted value upon the stated maturity`of
such Bond.
Section 4. The form of Series 1995 Bond, attached to the original resolution as
Exhibit A, is amended in its entirety by the substitution of the form of Capital Appreciation
Series 1995 Bond attached hereto as Exhibit A.
Section 5. The form of Official Notice of Sale, on file with the Clerk of this
Board of Supervisors, is hereby amended in its entirety by the substitution of the form of
Official Notice of Sale of Capital Appreciation Series 1995 Bonds submitted to and on file with
the Clerk of this Board of Supervisors, and dated this date.
sF2 466ss.1 3
Section 6. Except as otherwise provided herein, the resolution shall remain in full
force and effect.
Section 7. This resolution shall take effect from and after its adoption.
PASSED AND ADOPTED this 25th day of July, 1995, by the following vote:
AYES: Bupervisors Rogers , Smith, DeSaulnier, Torlakson, Bishop
NOES: None
ABSENT: None
Chair of the Board of Supervisors
ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
Deputy
CIA of the Bo of Supervisors
and County Administrator
SF2-46658.1 4
EXHIBIT A
[FORM OF CAPITAL APPRECIATION BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. R- THE COUNTY OF CONTRA COSTA $ Principal
Amount per $5,000
Payment at Maturity
MARTINEZ UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BOND, ELECTION OF 1995
SERIFS 1995
Maturity Date Interest Rate Dated as of CUSIP NO.
August 1, % August _, 1995
Registered Owner: CEDE & CO.
Maturity Value: DOLLARS
Martinez Unified School District of the County of Contra Costa, State of
California (the "District") hereby acknowledges itself indebted to and promises to pay to the
registered owner identified above or registered assigns, on the maturity date set forth above
(subject to any right of prior redemption hereinafter provided), the Principal Sum specified
above in lawful money of the United States of America, and to pay interest thereon in like
lawful money at the above-specified rate of interest per annum, compounded on February 1,
1996, and semiannually thereafter on February 1 and August 1 in each year, payable only at
maturity or prior redemption hereof. Payment of such principal and interest upon maturity or
prior redemption shall be made to the registered owner hereof upon the surrender hereof at the
office of the Paying Agent in Los Angeles, California.
This bond is one of a duly authorized issue of bonds of like tenor(except for such
variations, if any, as may be required to designate varying series, numbers, denominations,
interest rates, maturities and redemption provisions), amounting in the aggregate to
$ ,-and designated as "Martinez Unified School District General Obligation
Bonds, Election of 1995, Series 1995" (the "Series 1995 Bonds"). The Series 1995 Bonds were
authorized by a vote of more than two-thirds of the voters voting at an election duly and legally
called, held and conducted in the District on June 6, 1995. The Series 1995 Bonds are issued
and sold by the Board of Supervisors of Contra Costa County, State of California, pursuant to
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and in strict conformity with the provisions of the Constitution and laws of said State, and of
a resolution (herein called the "Resolution") adopted by said Board of Supervisors on June 27,
1995, as amended.
The bonds are issuable as fully registered bonds without coupons in the
denomination of five thousand dollars ($5,000) Payment at Maturity or any integral multiple
thereof, except that the first numbered bond may be issued in a denomination the principal and
compounded interest amount of which at maturity shall not be in an integral multiple of five
thousand dollars ($5,000), except that no bond shall have principal maturing on more than one
date, and subject to the limitations and conditions and upon payment of the charges, if any, as
provided in the Resolution, the bonds may be exchanged for a like aggregate principal amount
of bonds of the same maturity of other authorized denominations.
This bond is transferable by the registered owner hereof, in person or by attorney
duly authorized in writing, at said office of the Paying Agent, but only in the manner, subject
to the limitations and upon payment of the charges provided in the Resolution, and upon
surrender and cancellation of this bond. Upon such transfer, a new bond or bonds of authorized
denomination or denominations for the same aggregate principal amount will be issued to the
transferee in exchange herefor.
The District and the Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and neither the District nor the Paying Agent shall be
affected by any notice to the contrary.
The bonds maturing on August 1, , are subject to redemption prior to their
stated maturity date, in part by lot, from Sinking Account Payments (as defined and provided
in the Resolution) on any August 1 on or after August 1, , at the principal amount thereof
plus interest compounded or accrued thereon to the date fixed for redemption, without a
redemption premium.
Notice of any redemption identifying the bonds or portions thereof to be redeemed
shall be given by the Paying Agent not less than thirty (30) nor more than sixty (60) days before
the date fixed for redemption by first class mail to each of the registered owners of bonds
designated for redemption at their addresses appearing on the bond registration books of the
Paying Agent on the date the bonds to be redeemed are selected, and to all securities
depositories and securities information services selected in accordance with the Resolution;
provided, that receipt of such notice by such registered owners or such securities depositories
or securities information services shall not be a condition precedent to such redemption.
If this bond is called for redemption and payment is duly provided therefor as
specified in the Resolution, interest shall cease to compound hereon from and after the date fixed
for redemption.
In reliance upon the representations, certifications and declarations of the District,
the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of
the District, including the amount of this bond, is within the limit provided by law; that all acts,
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conditions and things required by law to be done or performed precedent to and in the issuance
of this bond have been done and performed in strict conformity with the laws authorizing the
issuance of this bond; that this bond is in substantially the form prescribed by order of the Board
of Supervisors duly made and entered on its minutes and shall represent an obligation solely of
the District payable out of the interest and sinking fund of the District; and the money for the
redemption of this bond, and the payment of principal of and interest thereon, shall be raised
by taxation upon the taxable property of the District.
This bond shall not be entitled to any benefit under the Resolution, or become
valid or obligatory for any purpose, until the certificate of authentication and registration hereon
endorsed shall have been signed by the Paying Agent.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
[STATEMENT OF INSURANCE]
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I
IN WITNESS WHEREOF the Board of Supervisors of Contra Costa County has
caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County,
to be countersigned by the Clerk of said Board or the deputy of the Clerk or the deputy of the
Treasurer-Tax Collector, and the seal of said Board to be placed hereon, as of the date set forth
above.
Chair of the Board of
Supervisors of Contra Costa County
[SEAL]
Treasurer-Tax Collector of
Contra Costa County
Countersigned:
Clerk of-the Boar of Supervisors
SF246658.1 A-4 41876-1-JMH-07!11 X95
[FORM OF PAYING AGENT'S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION)
This is one of the Bonds described in the within-mentioned Resolution and
authenticated and registered on , 1995.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, Los Angeles,
California, as Paying Agent/Registrar and Transfer
Agent
By
Authorized Officer
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered bond and hereby irrevocably
constitute(s) and appoint(s) attorney, to transfer the same on the books
of the Paying Agent/Registrar and Transfer Agent with full power of substitution in the
premises.
Dated:
Signature Guarantee:
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within registered bond in every particular,
without alteration or enlargement or any change
whatsoever.
SF2-46658.1 A-5 41876-1-IME-07/11/95
OFFICIAL NOTICE OF SALE
$12,000,000*
MARTINEZ UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS
(County of Contra Costa, State of California)
ELECTION OF 1995, SERIES 1995
CAPITAL APPRECIATION BONDS
NOTICE IS HEREBY GIVEN that telecommunicated proposals as well as sealed
proposals will be received on behalf of the Board of Supervisors of Contra Costa County, State
of California, at the offices of Orrick, Herrington & Sutcliffe, 400 Sansome Street, San
Francisco, CA 94111, Second Floor Conference Room (telephone (415) ; facsimile
telephone (415) 773-5759) on
Wednesday, July 26, 1995
at 10:00 A.M. California time for the purchase of $12,000,000* principal amount of bonds of
Martinez Unified School District of Contra Costa County (herein called the "District"),
designated "Martinez Unified School District General Obligation Bonds, Election of 1995, Series
1995" (herein called the "Bonds") more particularly described below. If no legal bid is received
for the Bonds on July 26, 1995, at the time and place specified, bids will be received for the
Bonds at the same place and time on succeeding Wednesdays until the Bonds are awarded. The
Bonds are part of an issue of $23,000,000 authorized at an election held in the District on
June 6, 1995, and are issued under and pursuant to the provisions of Sections 15000 and
following of the Education Code of the State of California and all laws amendatory thereof or
supplemental thereto, and pursuant to the provisions of a resolution of the Board of Trustees of
the District, adopted on June 22, 1995 and a resolution of the Board of Supervisors of Contra
Costa County, adopted on June 27, 1995 (collectively, the "Resolution"), copies of which will
be furnished to any interested bidder upon request.
ISSUE: The bonds shall be designated the "Martinez Unified School District
General Obligation Bonds, Election of 1995, Series 1995" (the "Bonds"). The Bonds will be
issued in the aggregate denominational amount of $12,000,000 (an approximate amount which
is subject to adjustment as described herein; see "ADJUSTMEN'T'S"). The "denominational
amount" is the initial principal amount at which such Bond is reoffered to the public. Upon a
Bond's stated maturity date, the denominational amount of said Bond compounded semiannually
on February 1 and August 1 of each year from the Bond's delivery date at its stated reoffering
* Approximate; subject to adjustment.
SF2-46658.1 A-1 41976-1-INE-07/11/95
yield, is equal to the Bond's final "accreted value" or its "maturity value". The aggregate
maturity value of the Bonds will be $ (approximate).
The Bonds consist of fully registered bonds in book-entry form in denominations
such that the accreted value of each Bond on the stated maturity thereof(the maturity value) will
be $5,000 or an integral multiple thereof, provided that no Bond shall have principal maturing
on more than one principal maturity date.
RiTEREST ACCRETION: The Bonds will not bear current interest but will
accrete interest, commencing on their date of delivery (assumed for purposes of a public sale
to be held on July 26, 1995, to be August 8, 1995), from their respective denominational
amounts to their respective maturity values, compounded on each February 1 and August 1 (each
an "interest accretion date"), commencing February 1, 1996, assuming in any such semiannual
period that such accreted value increases in equal daily amounts on the basis of a 360-day year
of twelve 30-day months. Accreted value is payable only at maturity or upon prior redemption
of the Bonds. The maximum reoffering yield bid may not exceed twelve percent (12%) per
annum. The maturity schedule and the maturity values of the Bonds are shown below. The
accreted value of each Bond, respectively, on each interest accretion date will be specified in
a Table of Accreted Values to be prepared by the Treasurer of the County following the award
of bids and appended to each Bond.
MATURITY: The Bonds shall mature on August 1 in each of the years 1996 to
2014, inclusive, as follows (subject to adjustment as described herein; see "ADJUSTMENTS"):
Maturity Maturity Maturity Maturity
Date Value Date Value
(August 1 (Provisional) (August 1 (Provisional)
1996 2008
1997 2009
1998 2010
1999 2011
2000 2012
2001 2013
2002 2014
2003
2004
2005
2006
2007
Serial Bonds and/or Term Bonds: Bidders shall designate which maturities of
Bonds shown in the table above shall be issued as serial Bonds and which as term Bonds. No
serial Bonds may mature following the commencement of the first mandatory sinking fund
redemption. The principal amount of the mandatory sinking fund redemption in each year shall
be equal to the principal amount shown in the table above to mature in such year.
SF2-46658.1 41876-1-IMH-07/11/95
t
ADJUSTMENTS: The maturity values of the Bonds, as shown in the table above
under "MATURITIES," are subject to increase or reduction by the Treasurer of the County,
after the determination of the successful bidder for the Bonds, in an amount not to exceed ten
percent (10%) of each maturity value. Such adjustment shall be made within no more than 48
hours of the date of sale and in the sole discretion of the Treasurer of the County. The
Treasurer of the County shall only make such adjustments in order to achieve a total
denominational amount of not more than $12,000,000, and a purchase price of not less than
$ (net of underwriter's discount and the premium for a policy of municipal bond
insurance for the Bonds, including rating agency fees resulting therefrom, if the bidder elects
to obtain such insurance; see "TERMS OF SALE - Bond Insurance" herein) at the reoffering
yields bid by the successful bidder. In the event that the denominational amounts are adjusted
as provided in this paragraph, the underwriter's discount, as expressed in dollars, will be
recalculated on the adjusted total denominational amount at the percentage discount bid by the
successful bidder. See "TERMS OF SALE - Form of Bid."
BOOK-ENTRY ONLY: The Bonds shall be initially issued and registered in the
name of "Cede & Co.," as nominee of The Depository Trust Company ("DTC"), New York,
New York, and shall be evidenced by a Bond or Bonds for each series, if more than one series
are issued, pursuant to requirements of DTC. DTC will act as securities depository for the
Bonds. Individual purchases will be made in book-entry form only, and individual purchasers
will not receive certificates representing their interests in the Bonds purchased. As of the date
of award of the Bonds, the successful bidder must either participate in DTC or must clear
through or maintain a custodial relationship with an entity that participates in DTC.
REDEMPTION: Optional Redemption: Bonds maturing on or before August 1,
2003, are not subject to redemption prior to their respective stated maturity dates. Bonds
maturing on and after August 1, 2004, are 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 on
any date, or in part on any interest accretion date on or after August 1, 2003. If less than all
of the Bonds are called for redemption, Bonds shall be redeemed in inverse order of maturities,
and if less than all of the Bonds of any given maturity are called for redemption, the portions
of Bonds of a given maturity to be redeemed shall be determined by lot. The Bonds shall be
redeemed at the following redemption prices (expressed as a percentage of accreted value of the
Bonds called for redemption):
Redemption Date Redemption Price
August 1, 2003 through July 31, 2004 102%
August 1, 2004 through July 31, 2005 101
August 1, 2005 and thereafter 100
Mandatory Sinking Fund Redem tion: Term Bonds, if any, are further subject
to redemption prior to their respective stated maturity dates, from monies in the "Martinez
Unified School District General Obligation Bonds, Election of 1995, Series 1995 Mandatory
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Sinking Fund", on August 1 of each year for which a mandatory sinking fund redemption is
specified by the successful bidder, by lot within any maturity if less than all of the Bonds of
such maturity are to be redeemed, upon payment of the principal amount thereof plus accrued
interest thereon to the date fined for redemption, without premium, but only in amounts equal
to, and in accordance with, the schedule of the principal amounts of Bonds to be redeemed in
each such year from said Mandatory Sinking Fund.
PAYMENT: The accreted value and premium, if any, of the Bonds is payable
to CEDE & CO., or its registered assigns, as nominee of The Depository Trust Company
("DTC"), New York, New York, as registered owner of the Bonds, in lawful money of the
United States of America, at the maturity or prior redemption of the Bonds, upon surrender of
the Bonds at the principal corporate trust office of Bank of America National Trust and Savings
Association in Los Angeles, California (the "Paying Agent"). So long as the Bonds are
registered in the name of CEDE & CO., as nominee of DTC, payment will be made by wire
transfer to CEDE & CO.
At the option of the District, the District may at any time provide for payment of
accreted value and premium, if any, on all outstanding Bonds, by depositing with the Treasurer
of the County an amount of money sufficient to pay all such obligations. Upon such deposit,
the District shall cease to owe any obligation to the Bondowners, who shall thereafter look for
payment solely to the funds held by the Treasurer of the County on behalf of the District for
payment of the Bonds.
PURPOSE OF ISSUE: The Bonds are authorized by a vote of two-thirds of the
qualified voters of the District voting at a special bond election for the purpose of raising money
for authorized school purposes.
SECURITY: The Bonds represent the general obligation solely of the District,
and the Board of Supervisors of Contra Costa County has the power and is obligated to levy ad
valorem taxes for the payment of the Bonds upon all property within the District, subject to
taxation by the District (except certain personal property, which is taxable at limited rates),
without limitation of rate or amount.
TAX EXMIPT STATUS: In the opinion of Orrick, Herrington &Sutcliffe, San
Francisco, California, based on existing statutes, regulations, rulings and court decisions, and
assuming, among other matters, compliance with certain covenants contained in the resolutions
providing for the issuance of the Bonds, the interest received by the owners of the Bonds is
excluded from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986 and is exempt from State of California personal income taxes. See the
discussion of Tax-Exempt Status in the Official Statement hereinafter referred to. In the event
that prior to the delivery of the Bonds (a) the income received by private holders from bonds
of the same type and character shall be declared to be includable in gross income (either at the
time of such declaration or at any future date) for purposes of federal income tax laws, either
by the terms of such laws or by ruling of a federal income tax authority or official which is
followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal
income tax law is adopted which will have a substantial adverse tax effect on holders of the
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Bonds as such, the successful bidder may, at its option, prior to the tender of the Bonds by the
District, be relieved of its obligation to purchase the Bonds, and in such case the deposit
accompanying its bid will be returned. For purposes of the preceding sentence, interest will be
treated as excludable from gross income for federal income tax purposes whether or not it is
includable as an item of tax preference for calculating alternative minimum taxes or otherwise
includable for purposes of calculating certain other tax liabilities.
LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe, San
Francisco, California, approving the validity of the Bonds, will be furnished to the successful
bidder upon delivery of the Bonds. Copies of said opinion will be filed with DTC and with the
Paying Agent.
TERMS OF SALE
Highest Bid: The highest bid will be the bid which represents the lowest bid true
interest cost (TIC) to the District. The TIC will be that nominal interest rate which, when
compounded semiannually and used to discount all payments of principal and of interest payable
on the denominational amount of the Bonds to the expected delivery date of such Bonds, results
in an amount equal to the denominational amount of the Bonds less underwriter's discount and
less the premium for a policy of municipal bond insurance for the Bonds, including rating
agency fees resulting therefrom, if the bidder elects to obtain such insurance; see "TERMS OF
SALE- Bond Insurance" herein. The determination of the bid representing the lowest TIC will
be made without regard to any adjustments made or contemplated to be made after the award
by the Treasurer of the County, as described herein under "ADJUSTMENTS," even if such
adjustments have the effect of raising the TIC of the successful bid to a level higher than the bid
containing the next'lowest TIC prior to adjustment. In the event two or more bids specify the
same lowest TIC, then the selection for award of the Bonds will be made among such bidders
by lot.
Form of Bid: Each bid must be for not less than all of the Bonds hereby offered
for sale and must be for not less than the par value thereof, plus accrued interest, if any, to the
date of delivery, plus such premium as is specified in the bid, and no bid will be accepted which
contemplates the waiver of any interest or other concession by the bidder as a substitute for
payment in full of the purchase price. Each bid must be delivered by facsimile transmission,
as described below, or enclosed in a sealed envelope addressed to the Clerk of the Board of
Supervisors, County of Contra Costa, and received by 10:00 A.M. California time, Wednesday,
July 26, 1995, at the offices of Orrick, Herrington & Sutcliffe, 400 Sansome Street, San
Francisco, CA 94111, Second Floor Conference Room(telephone= ;facsimile telephone
(415) 773-5759). Each bid must be clearly marked "Proposal for Purchase of Martinez Unified
School District General Obligation Bonds, Election of 1995, Series 1995." Each bid must be
in accordance with the terms and conditions set forth in this notice, and may (but need not) be
submitted on the bid form provided.
Neither the District, nor Contra Costa County, nor the District's financial advisor
will accept responsibility for inaccurate, illegible or delayed proposals submitted by facsimile
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transmission, including illegibility due to garbled transmissions, delay due to engaged telephone
or telecommunication lines at the place of bid opening, and delay arising out of any bidder's
election to deliver its bid by means other than hand delivery.
Bids for the purchase of the Bonds must (a) state the reoffering yield or reoffering
yields to be used in calculating the accreted values, commencing on the date of delivery
(assumed for purposes of a public sale held on July 26, 1995, to be August 8, 1995) from their
respective denominational amounts to their respective maturity values; (b) state the amount of
the underwriter's discount, if any, as a percentage of the aggregate denominational amount of
the Bonds (not to exceed two and one half percent (21/2) of the total denominational amount of
the Bonds); and (c) state the premium for a policy of municipal bond insurance for the Bonds,
including rating agency fees resulting therefrom, if the bidder elects to obtain such insurance
(see "TERMS OF SALE - Bond Insurance" herein). All Bonds of the same maturity must
accrete interest at the same reoffering yield. Bidders are not otherwise restricted as to reoffering
yields except as provided for in the section "TERMS OF SALE - Certificate Regarding
Reoffering Prices", herein.
Bidders are requested to calculate denominational amounts for each maturity;
however, denominational amounts are provided for information only, and the award of bids
will be based solely on the TIC as described herein. See "TERMS OF SALE - Highest Bid."
Bidders are also requested to calculate the dollar amount of the underwriter's discount; however,
such amount is also for information purposes only, and only the underwriter's discount expressed
as a percentage will be binding upon the District. In the event that the denominational amounts
are adjusted (as provided herein; see "ADJUSTMENTS"), the underwriter's discount will be
calculated as that percentage of the adjusted total denominational amount.
Right of Rejection: The Board of Supervisors of Contra Costa County reserves
the right, in its discretion, to reject any and all bids and to waive any irregularity or informality
in any bid.
Prompt Award: The Treasurer or his designee will take action awarding the
Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time
herein prescribed for the receipt of the bids, unless such time of award is waived by the
successful bidder. Notice of the award will be given promptly to the successful bidder.
Delivery and Payment: Delivery of the Bonds through the facilities of DTC will
be made to the successful bidder in New York, New York, as soon as the Bonds can be
prepared, which it is estimated will be on or about August 8, 1995. Payment for the Bonds
must be made in funds immediately available in San Francisco, California, on the date of
delivery. Any expense of providing immediately available funds, whether by transfer of Federal
Reserve Bank funds or otherwise, shall be borne by the successful bidder. The cost of printing
the Bonds will be borne by the District.
Right of Cancellation: The successful bidder shall have the right, at its option,
to cancel its obligation to purchase the Bonds if the Bonds are not executed and tendered for
SF2-46658.1 6 41876-1-JMH-07!11/95
delivery within 60 days from the date of sale thereof, and in such event the successful bidder
shall be entitled to the return of its good faith deposit.
Good Faith Deposit: A good faith deposit (the "Deposit") in the form of a
cashier's check in immediately available funds drawn on a bank or trust company transacting
business in the State of California, or a financial surety bond, in each case in the amount of 1%
of the principal amount of Bonds offered for sale, payable to the order of the Treasurer-Tax
Collector of the County of Contra Costa, is required with each bid to secure the District from
any loss resulting from the failure of the bidder to comply with the terms of its bid. If a check
is used, it must accompany the bid. If a financial surety bond is used, it must be issued by an
insurance company licensed to issue such a bond in the State of California, and such bond must
be submitted to the District's financial advisor, Kelling, Northcross & Nobriga, Attn:
, 1333 Broadway, Suite 1000, Oakland, Fax (415) 208-8282, prior to
opening of the bids. The financial surety bond must identify the bidder whose Deposit is
guaranteed by such financial surety bond, and the District assumes no responsibility for any
failure of a financial surety bond to list any bidder or to be received on a timely basis as
described in the preceding sentence. If the Bonds are awarded to a bidder submitting a financial
surety bond, then said successful bidder is required to submit its Deposit to the Treasurer in the
form of a cashier's check(meeting the requirements set forth above) or by wire transfer not later
than 3:00 p.m. on the next business day following the award. If such Deposit is not received
by that time, the financial surety bond shall be drawn by the Treasurer to satisfy the Deposit
requirement. Wiring instructions will be provided to the successful bidder.
The Treasurer does not endorse the use of a financial surety bond or any
particular financial surety provider. The Treasurer will accept a financial surety bond in lieu
of a cashier's check under the terms described herein solely as an accommodation to bidders,
and it is understood and agreed by each bidder using such a bond that the bidder must make its
own arrangements with the provider of the bond, including ensuring that evidence of the
financial surety bond is provided to the District's financial advisor.
No interest will be paid upon the Deposit made by any bidder. Deposit checks
of all bidders (except the successful bidder) will be returned by the County promptly following
the award of the Bonds to the successful bidder. The Deposit of the successful bidder will,
immediately upon acceptance of its bid, become the property of the District to be held and
invested for the exclusive benefit of the District. The principal amount of such Deposit shall
be applied to the purchase price of the Bonds at the time of delivery thereof. If the We of the
Bonds is cancelled or postponed, all sealed bids shall be returned unopened.
If the purchase price is not paid in full upon tender of the Bonds, the successful
bidder shall have no right in or to the Bonds or to the recovery of its Deposit, or to any
allowance or credit by reason of such Deposit, unless it shall appear that the Bonds would not
be validly issued if delivered to the successful bidder in the form and manner proposed. In the
event of nonpayment by the successful bidder, the amount of the Deposit shall be retained by
the District as and for liquidated damages for such failure by the successful bidder, and such
retention shall constitute a full release and discharge of all claims by the District against the
successful bidder arising from such failure. The District's actual damages in such event may
SF2-46658.1 7 41876-1-JMH-07/11/95
be greater or may be less than the amount of the Deposit. Each bidder waives any right to claim
that the District's actual damages are less than such amount.
Statement of Net Interest Cost: Each bidder is requested, but not required, to
state in its bid the total percentage Net Interest Cost, which shall be considered as informative
only and not binding on either the bidder or the District.
Litigation: There is no litigation pending concerning the validity of the Bonds,
the corporate existence of the District or the entitlement of the officers of Contra Costa County
to their respective offices, and the District will furnish to the successful bidder a no-litigation
certificate or certificates certifying the foregoing as of and at the time of the delivery of the
Bonds.
CUSIP Numbers and Other Fees: It is anticipated that CUSIP identification
numbers will be printed on the Bonds being delivered to DTC, but neither the failure to print
such number on any Bond nor any error with respect thereto shall constitute cause for a failure
or refusal by the successful bidder to accept delivery of and pay for the Bonds in accordance
with the terms and conditions of its bid. All expenses in relation to the printing of CUSIP
numbers on the Bonds shall be paid by the District, but the CUSIP Service Bureau charge for
the assignment of such numbers shall be paid by the successful bidder. The successful bidder
shall also be required to pay all fees required by The Depository Trust Company, New York,
New York, the Public Securities Association, the Municipal Securities Rulemaking Board and
any other similar entity imposing a fee in connection with the issuance of the Bonds.
California Debt Advisory Commission Fee: Attention of bidders is directed to
California Government Code Section 8856, which provides that the lead underwriter or the
purchaser of the Bonds shall be charged the California Debt Advisory Commission fee.
Certification of Reoffering_Prices: The successful bidder shall be required, as a
condition to delivery of the Bonds, to certify to the District in writing, in form and substance
satisfactory to the District and to Bond Counsel, that as of the date of award (i) the Bonds were
expected to be reoffered in a bona fide public offering and (ii) that a substantial amount of each
maturity of the Bonds was expected to be sold to the public.
Bond Insurance: The District intends to apply to for
a rating on the Bonds. The Treasurer will accept bids which are based upon the issuance of a
municipal bond insurance policy for some or all of the Bonds by an insurer whose claims-paying
ability is rated in the highest ratings category by Moody's Investors Service and Standard &
Poor's Ratings Group. However, bids shall not be conditioned upon the issuance of any such
policy. The District and the County will cooperate in any effort to qualify the Bonds for such
bond insurance. Neither the District nor the County makes any representation as to whether the
Bonds will qualify for municipal bond insurance. Payment of any insurance premium and any
additional fees charged by any rating agency for rating insured Bonds, and satisfaction of any
conditions to the issuance of a municipal bond insurance policy, shall be the sole responsibility
of the bidder. In particular, the County will neither amend nor supplement the Resolution in
any way nor will it agree in advance of the sale of the Bonds to enter into any additional
SF2-46658.1 8 41876-1-JMH-07/11/95
agreements with respect to the provision of any such policy. FAILURE OF THE
INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE
FOR A FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT
DELIVERY OF OR PAY FOR THE BONDS. The successful bidder must provide the District
with the municipal bond insurance commitment and information with respect to the municipal
bond insurance policy and the insurance provider for inclusion in the final Official Statement
within two (2) business days following the award of the bid by the Treasurer. The District will
require a certificate from the insurance provider substantially in the form attached hereto as
Exhibit A on or prior to the date of delivery of the Bonds, as well as an opinion of counsel to
the insurance provider regarding the enforceability of the municipal bond insurance policy, in
form reasonably satisfactory to the District and the successful bidder.
Official Statement: The District has authorized the adoption of an official
statement relating to the Bonds. A copy of the Preliminary Official Statement will be furnished
upon request to Kelling, Northcross &Nobriga, 1333 Broadway, Suite 1000, Oakland, telephone
(415) 839-8200. The Preliminary Official Statement is in form "deemed final" by the issuer for
purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), but is subject to revision,
amendment and completion in a final Official Statement. The District will furnish to the
successful bidder, at no expense to the successful bidder, up to copies of the final Official
Statement within seven (7) business days of the award date.
Certificate Re€fig Official Statement: The District will provide to the
successful bidder for the Bonds a certificate, signed by an official of the District, confirming to
the successful bidder that, at the time of the acceptance of the bid for the Bonds and at the time
of delivery thereof, to the best of the knowledge of said official, the Official Statement (except
for information regarding DTC and its book-entry only system, and except for information
respecting a municipal bond insurance policy with respect to the Bonds and the provider thereof,
as to which no view shall be expressed) does not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading, and that there has been
no material adverse change in the financial condition or affairs of the District which would make
it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection
with the resale of the Bonds.
Continuing Disclosure Certificate: In order to assist bidders in complying with
S.E.C. Rule 15c2-12(b)(5),the District will undertake,pursuant to the resolution adopted by the
Board of Trustees of the District on June 22, 1995, and a Continuing Disclosure Certificate, to
provide certain annual financial information and notices of the occurrence of certain events, if
material. A description of this undertaking and form of Continuing Disclosure Certificate is set
forth in the Preliminary Official Statement and will also be set forth in the Final Official
Statement.
Dated: June 27, 1995.
SF2-46658.1 9 41876-1-JMH-07/11/95
[s/ Jeanne MaQlio
Clerk of the Board of Supervisors of Contra Costa
County, California
SF2-46658.1 10 41876-1-JMH-07/11/95
EXHIBIT A
CERTIFICATE OF BOND INSURER
The undersigned,the duly authorized and acting
of (the "Bond Insurer"), hereby certifies on behalf of the Bond
Insurer as follows:
1. The statements contained in the Official Statement dated July 26, 1995 (the
"Official Statement"), relating to the Martinez Unified School District General Obligation Bonds,
Election of 1995, Series 1995 (the "Bonds") under the captions , and
, in Appendices and thereto, and on the cover page
thereof, insofar as such statements constitute descriptions or summaries of the Bond Insurer or
municipal bond insurance policy (the "Policy") of the Bond Insurer covering the Bonds, accurately
reflect and fairly present the information set forth therein, and do not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in light
of the circumstances under which they are made, not misleading; and
2. The form of Policy set forth in Appendix of the Official Statement is
a true and complete copy of the form of Policy.
[NAME OF BOND INSURER]
By:
Title:
SF2-46658.1 41876-1-JMH-07/11/95
April 5, 1994
Clerk of the Board of Supervisors
of the County of Contra Costa
c/o Kelling, Northcross & Nobriga, Inc.
1333 Broadway, Suite 1000
Oakland, CA 94612
Re: MARTINEZ UNIFIED SCHOOL DISTRICT
(County of Contra Costa, California)
$12,000,000 (Approximate)
GENERAL OBLIGATION BONDS
ELECTION OF 1995, SERIES 1995
CAPITAL APPRECIATION BONDS
Ladies and Gentlemen:
In accordance with your Official Notice of Sale dated July 25, 1995, requesting bids
on the above-described Bonds more particularly described in the Preliminary Official Statement with
respect thereto, dated 1995, which documents are hereby incorporated herein by
reference and made part of this bid, we hereby respectfully submit a bid to purchase all, but not
less than all, of the denominational amount of the Bonds (subject to adjustment as provided in the
Official Notice of Sale), at the Aggregate Purchase Price of$ , calculated as shown
on the following page.
We offer to purchase the Bonds in the maturity values and at the reoffering yields
as provided in the table on the following page. Our computation of the denominational amount of
each maturity of Bonds, and of the amount of underwriter's discount, are provided on the following
page, as requested in the Official Notice of Sale; however, we understand that such amounts are
provided for information only, and the award of bids will be based solely on the True Interest
Cost, and underwriter's discount expressed as a percentage of total denominational amount, as
described in the Official Notice of Sale.
GOOD FAITH DEPOSIT: (Check one of the following two alternatives)
We enclose herewith a cashier's check, payable to the order of the Treasurer of the County
of ontra Costa, in the amount of$120,000, drawn on a bank or trust company transacting business
in the State of California.
We have submitted a financial surety bond from an insurance company licensed to issue
such a bond in the State of California, in an amount equal to $120,000, to Kelling, Northcross &
Nobriga, Inc., Attn: Aquacena Lopez, Fax (510) 208-8282), prior to the opening of the bids. If
we are the successful bidder for the Bonds we will submit our good faith deposit in the amount of
$120,000 to the Treasurer of the County in the form of a cashier's check (or by wire transfer as
instructed in the Oficial Notice of Sale) no later than 3:30 p.m. (California time) on the business
day immediately following the award. We understand that if such deposit is not received by the
41876-1-JMH-07/11/95
required time, the financial surety bond shall be drawn by the Treasurer of the County to satisfy
the good faith deposit requirement.
Maturity Maturity Reoffering Denominational Amount
�l�(AugustY1 ValueYield(2) L ,
1996 $ %
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Total Denominational Amount $
Less Underwriter's Discount(4) $
(informational only)
Underwriter's Discount as a percentage
of the Total Denominational Amount: %
Less Bond Insurance Premium, if bidder elects $
(including rating agency fees)
Aggregate Purchase Price(5) $
(1) Subject to adjustment, as described in the Official Notice of Sale.
(2) State interest rate at which Bonds will accrete in value from the denominational amount to maturity value.
(3) The denominational amount represents the amount which, compounded at its respective reoffering yield,will accrete to
its respective maturity value, assuming an August 8, 1995, delivery date. These amounts are informational only.
(4) This amount may not exceed 2.5% of the total denominational amount.
(5) This amount must be the same as the amount given in the first paragraph of this bid.
41876-1-JMH-07111195
We have received and reviewed the Preliminary Official Statement with respect to
the Bonds (the "Preliminary Official Statement") and as a condition to bidding on the Bonds, have
determined that we can comply with the requirements of Rule 15c2-12 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
We hereby request that (not to exceed 200) printed copies of
the Official Statement with respect to the Bonds be furnished to us in accordance with the terms
of the Official Notice of Sale.
Respectfully submitted,
Company Phone
Authorized Representative (Signature) Printed Name
Title
[Please include full current mailing address to which unaccepted bid
check should be forwarded:]
Company
Receipt of Return of Bidder's unaccepted Good Faith Check Hereby
Acknowledged:
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