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MINUTES - 09151998 - C96
RESOLUTION NO. 98/461 Dated: September 15, 1998 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA., AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, PRESCRIBINGTHE TERMS OF SALE OF SAID BONDS, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS. WHEREAS, an election was duly called and regularly held in the Martinez Unified School District, County of Contra Costa, California (herein called the "District"), on June 6, 1995, at which the following proposition was submitted to the electors of the District: "Shall the Martinez Unified School District issue bonds in the amount of$23,000,000 to renovate Martinez Junior High School, modernize, construct, acquire or replace school facilities, improve school grounds, finance sewer and drainage projects for school property, and provide for long term capital improvements district- wide, which bonds shall bear interest at a rate not to exceed the legal limit, and shall mature no later than August 2014, the final maturity of the District's currently outstanding bonds?"; and WHEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $11,999,913.75 aggregate principal amount of said bonds, designated "Martinez Unified School District General Obligation Bonds Election of 1995, Series 1995", and $8,250,000 aggregate principal amount of said bonds, designated "Martinez Unified School District General Obligation Bonds Election of 1995, Series 1997" have heretofore been issued and sold; and WHEREAS, the Board of Trustees of the District has requested this Board of Supervisors of the County of Contra Costa (the "County") to issue a portion of said bonds in a single series designated the "Martinez Unified School District General' Obligation Bonds, Election of 1995, Series 1998" in an aggregate principal amount not exceeding $2,750,000, and to authorize the sale of said bonds by a negotiated sale to an underwriter to be selected by the Superintendent of the District (the "Underwriter") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract"), a form of which has been submitted to and is on file with the Clerk of this Board of Supervisors, all according to the terms and in the manner set'forth in a resolution DOCSSFi:283344.1 duly adopted by the Board of Trustees of the District on August 4, 1998, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and WHEREAS, this Board of Supervisors accepts the representation of the District that it is necessary and desirable that said bonds be issued and sold by a negotiated sale for the purposes for which said bonds have been authorized and on the terms and conditions set forth in said resolution of the Board of Trustees of the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section Recitals: All of the above recitals are true and correct. Sectioal. Distnct Resolution, Inca,Mmted: The resolution of the Board of Trustees of the District adopted on August 4, 1998, is incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as herein otherwise expressly provided. Section 3. Authorization and Desimiation of Bonds: This Board of Supervisors hereby authorizes on behalf of the Martinez Unified School District, the issuance and sale of not to exceed $2,750,004 aggregate principal amount of bonds of the District and designates said bonds to be issued and sold as the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998" (herein called the "Series 1998 Bonds" or the "Bonds"). The Series 1998 Bonds shall be issued as current interest Series 1998 Bonds. Section 4. Form of Bands: Execution: (a) Book-Entry. The Depository Trust Company, New York, New York, is hereby appointed depository for the Series 1998 Bonds. The Series 1998 Bonds shall be issued in book-entry form only, and shall be initially registered in the name of"Cede & Co.," as nominee of The Depository Trust Company, and registered ownership of the Series 1998 Bonds may not thereafter be transferred except as provided in Section 9 hereof. One bond certificate shall be issued for each maturity of the Series 1998 Bonds. (b) Fonn__of Certificates. The Series 1998 Bonds shall be issued in fully registered form without coupons. The Series 1998 Bonds and the Paying Agent's certificate of authentication and registration and the form of assignment to appear on each of them, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion of the text of any Series 1998 Bond is printed on the reverse of the Series 1998 Bond, the following legend shall be printed on the face of such Series 1998 Bond: "THEPROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." (c) Execution of Bonds. The Series 1998 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds shall DOCSSFI:283349.1 2 be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as defined in Section 8(a)hereof). (d) 'Valid Authent cg n. Only such of the Series 1998 Bonds as shall bear thereon a certificate of authentication and registration as described in subsection (b), executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series 1998 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) Identifying Number. The Paying Agent shall assign each Series 1998 Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof at its principal corporate trust office, which record shall be available to the District and the County for inspection. ection 5. Terms of Bonds: (a) Date of Bonds. The Series 1998 Bonds shall be dated October 1, 1998, or such other date as shall be set forth in the Bond Purchase Contract. (b) Denominations. The Series 1998 Bonds shall be issued in denominations of$5,040 principal amount or any integral multiple thereof. (c) Matun . The Series 1998 Bonds shall mature on the date, in each of the years, in the principal amounts and in the aggregate principal amount as shall be set forth in the Bond Purchase Contract. No Series 1998 Bond shall mature prior to August 1, 1999, and no Series 1998 Bond shall mature later than August 31, 2014. No Series 1998 Bond shall have principal maturing on more than one principal maturity date. (d) InteLest. As used in this Resolution and in the Bonds, the terms "interest payment date," and "interest date" shall be interchangeable, and shall mean February 1 and August 1 of each year, or such other dates specified in the Bond Purchase Contract. The Series 1998 Bonds shall bear interest at an interest rate not to exceed 10.00% per annum, first payable on August 1, 1999, and thereafter on February 1 and August 1 in each year (or on such other initial and semiannual interest payment dates as shallbe set forth in the Bond Purchase Contract computed on the basis of a 360-day year of twelve(12) 30-day months. Each Series 1998 Bond shall bear interest from the interest payment date next preceding the date of authentication thereof, unless it is authenticated as of a day during the period after the Record Date (as defined in Section 6(b) herein) immediately preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before the Record Date preceding the first interest payment date, in which event it shall bear interest from its date; provided, that if, at the time of authentication of any Series 1998 Bond, interest is in default on any outstanding Series 1998 Bonds, such Series 1998 Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Series 1998 Bonds. Section Payment: (a) PrinciRal. The principal of the Series 1998 Bonds shall be payable in lawful money of the United States of America to the person whose name DOCSSFI:2$3349.1 3 appears on the bond registration books of the Paying Agent(as described in Section 8(c) hereof) as the registered owner thereof (the "Owner"), upon the surrender thereof at the principal corporate trust office of the Paying Agent. (b) Interest: Record Date. The interest on the Series 1998 Bonds shall be payable in lawful money of the United States of America to the Owner thereof as of the close of business on the 15th day of the month preceding an interest payment date (the "Record Date"), whether or not such day is a business day, such interest to be paid by check or draft mailed on such interest payment date (if a business day, or on the next business day if the interest payment date does not fall on a business day) to such Owner at such Owner's address as it appears on the bond registration books described in Section 8(c)or at such address as the Owner may have filed with the Paying Agent for that purpose except that the payment shall be made in immediately available funds (e.g., by wire transfer) to any Owner of at least one million dollars ($1,000,000) of outstanding Series 1998 Bonds who shall have requested in writing such method of payment of interest prior to the close of business on the Record Date immediately preceding any interest payment date. So long as Cede & Co. or its registered assigns shall be the Owner of the Series 1998 Bonds, payment shall be made in immediately available funds as provided in Section 9(d) hereof. (c) Interest and Sinking Fund: (a) Principal and interest due on the Series 1998 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. Section 7. Redemption Provisions: (a) Qptional Redez pin. The Series 1998 Bonds shall be subject to redemption, at the option of the District, on the dates and terms provided herein, or on such other dates and terms as shall be designated in the Bond Purchase Contract. The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to optional redemption. Unless otherwise specified in the Bond Purchase Contract, the Series 1998 Bonds shall be subject to optional redemption as follows: Series 1998 Bonds maturing on or before August 1, 2408, shall not be subject to redemption prior to their respective stated maturity dates. The Series 1998 Bonds maturing in each year beginning August 1, 2009, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, Brom any source of available funds, as a whole or in part on any date on or after August 1, 2408. If less than all of the Series 1998 Bonds are called for redemption, such bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 1998 Bonds of any given maturity are called for redemption, the portions of such bonds of a given maturity to be redeemed shall be determined by lot. Unless otherwise specified in the Bond Purchase Contract, the Series 1998 Bonds redeemed at the option of the District shall be redeemed at the following prices (expressed as a percentage of the principal amount of the Series 1998 Bonds called for redemption), together with interest accrued thereon to the date of redemption: DOCSSFI:283349.1 4 Optional Iledmptign Dale Red=ion Price August 1,2008 through July 31,2009 101% August 1,2009 and thereafter 100% (b) Mandatoa Sinking F lInd Rgdemntion. The Series 1998 Bonds, if any, which are designated in the Bond Purchase Contract as Series 1998 Term Bunds shall also be subject to redemption prior to their stated maturity dates,without a redemption premium, in part by lot, from mandatory sinking fund payments in the amounts and in accordance with the terms to be specified in the Bond Purchase Contract. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Series 1998 Bonds of that maturity optionally redeemed prior to the mandatory sinkingfund payment date. The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to mandatory sinking fund redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series 1998 Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redemption. Notice of redemption of any Series 1998 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series 1998 Bonds shall be mailed postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and (iv) as may be fiuther required in accordance with the Continuing Disclosure Certificate of the District described in Section 15. Each notice of redemption shall contain all of the following information: (i) the date of such notice; (ii) the name of the Bonds and the date of issue of the Bonds; (iii) the redemption date; (iv) the redemption price; (v) the dates of maturity of the Bonds to be redeemed; DOCSSFI:2$3349.1 5 (vi) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (vii) (in the case of Bonds redeemed in part only)the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (viii) the CUSIP number,if any,of each maturity of Bonds to be redeemed; (ix) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the Paying Agent; and (x) notice that fitrther interest on such Bonds will not accrue after the designated redemption date. (d) F, fgcl of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to gutters and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series 1998 Bond or by any securities depository or information service of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice,or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in subsection(e) of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bands so called for redemption after such redemption date shall loop for the payment of such Bonds and the redemption premium thereon, if any, only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. (e) &dernptign Fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District,or held in trust for such purpose as provided by law,monies for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in any such escrow fund shall be applied on or after the redemption date solely for payment of principal of and premium,if any,on the Bonds to be redeemed upon presentation and surrender of such Bonds,provided that all monies in the interest and sinking Fund of the District shall be used for the purposes established and permitted by law. Any interest due on or prior to the redemption date shall be paid from the interest and sinking fund of the District, unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in the interest and DOCSSF1:2$3349.1 6 sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said monies shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; provided, however, that if said monies are part of the proceeds of bonds sof the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. (f) D,gk nce of ids. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of any or all outstanding Bonds all of the principal, interest and premium, if any,represented by such Bonds at the tunes and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith,then such Owners shall cease to be entitled to the obligation of the District as provided in Section 11 hereof, and such obligation and all agreements and covenants of the District and of the County to such Owners hereunder and under the Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal, interest and premium, if any, 'represented by the Bonds, but only out of monies on deposit in the interest and sinking fund or otherwise held in trust for such payment; and provided further, however, that the provisions of subsection (g) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non callable direct obligations of the United States of America or other non callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the united States of America, in an amount which will, together with the interest to accrue thereon and available monies then on deposit in the interest and sinking fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums)at or before their respective maturity dates. (g) Unclaimed Mgnics. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. Section-8. paving Agent: (a) &ggi ent. U.S. Bank Trust National Association, in Los Angeles, California, is hereby appointed the initial Paying Agent for the Series 1998 Bonds (the"Paying Agent"). (b) Erincinal Goro rgraat ,Trust Office. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Series 1998 Bonds shall mean in care of the corporate trust office of U.S.Bank.Trust National Association,in St. Paul,Minnesota, DocssFI:zs3sa9.1 7 and for all other purposes shall mean the corporate trust office of the Paying Agent in Los Angeles, California; provided, however, that in any case "principal corporate trust office" shall mean any other office of the Paying Agent designated for a particular purpose, and shall include the principal corporate trust office or other designated office of any successor;paying agent. (c) Rogisirlaion ols. The Paying Agent will keep or cause to be kept at its principal corporate trust office sufficient books for the registration and transfer of the Series 1998 Bonds,which shall at all times be open to inspection by the District, and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred on said books, Series 1998 Bonds as provided in Section 9 hereon (d) Payment of Tees and Ex ep nses. The fees and expenses of the Paying Agent not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of the Education Code of the State of California. Section 9. transfer Under Book-Entry System: Di con inuation of Book Entry Svktern: (a) The Series 1998 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series 1998 Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of The Depository Trust Company, or its nominee, or to any substitute depository designatedpursuant to clause (ii) of this section (a "substitute depository"); pigvided. that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor(or any substitute depository or its successor) is no longer able to carry out its functions as depository; rp ovided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or(2) a determination by the County',(upon consultation with the District) to remove The Depository Trust Company or its successor (or any substitute depository or its successor)from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this section, upon receipt of the outstanding Series 1998 Bands by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new DOCSSF t:x83349.1 8 Series 1998 Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1998 Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the District or County. In the case of any transfer pursuant to clause (iii) of subsection(a) of this section, upon receipt of the outstanding Series 1998 Bonds by the Paying Agent together with a written request of the District or County to the Paying Agent, new Series 1998 Bonds shall be executed and delivered in such denominations, numbered in the manner determined by the Paying Agent, and registered in the names of such persons, as are requested in such written request of the District or County, subject to the limitations of Section 5 and the receipt of such a written request of the District or County, and thereafter, the Series 1998 Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution; provided, that the Paying Agent shall not be required to deliver such new Series 1998 Bonds within a period of less than sixty (60) days after the receipt of any such written request of the District or County. (c) The County, the District and the Paying Agent shall be entitled to treat the person in whose name any Series 1998 Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the County, the District or the Paying Agent; and the County, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series 1998 Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Series 1998 Bonds. (d) So long as the outstanding Series 1998 Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns in effecting payment of the principal of and interest on the Series 1998 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the date they are due. S=tion IQ. Tran fer and Exchange: (a) Transfer. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series 1998 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 8(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1998 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Series 1998 Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1998 Bond or Bonds of the same series, maturity, interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by any Owner of Series 1998 Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. DOCSSF1:293349A 9 No transfer of any Series 1998 Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or(2)the close of business on the date on which notice is given that such Series 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. (b) Exclignae. The Series 1998 Bonds may be exchanged for Series 1998 Bonds of other authorized denominations of the same maturity and interest payment mode, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 1998 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed request for exchange in a form approved by the Paying Agent. Whenever any Series 1998 Bond or Bonds shall be surrendered for exchange, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 1998 Bond or Bonds of the same maturity and interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by the Owner requesting such exchange of any tax or tither governmental charge required to be paid with respect to such exchange. No exchange of any Series 1998 Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 1998 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Section 11. C}bligation of District: The Series 1998 Bands represent the statutory obligation of the District and the County. The money for the payment of principal, redemption premium, if any, and interest with respect to the Series 1998 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such payment out of the interest and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem taxes for the payment of the Series 1998 Bonds on all property in the District subject to taxation by the District without limitation as to rate or amount (except certain personal property which is taxable at limited rates). Section 12. Sale of Bonds: Bond Pie on ct: The Series 1998 Bonds shall be sold to the Underwriter not later than December 31, 1998. The Bond Purchase Contract submitted to and on file with the Clerk of this Board of Supervisors providing for the sale by this Board of Supervisors and the purchase by the Underwriter of the Series 1998 Bonds at a purchase price to be set forth therein (which purchase price shall be approved by the County Treasurer, this Board of Supervisors hereby expressly delegating to such officer the authority to execute the Bond Purchase Contract on its behalf), is hereby approved; provided, that (i) the maximum true interest cost on the Series 1998 Bonds shall not be in excess of 8.00%, (ii) the maximum interest rate on the Series 1998 Bonds shall not be in excess of 10.00% per annum; (iii) the minimum price for the Series 1998 Bonds shall be not less than the principal amount thereof; (v)the Series 1998 Bonds shall otherwise conform to the limitations specified herein. DWSSFI:283349.1 10 The Bond Purchase Contract shall recite the aggregate principal amount of the Series 1998 Bonds, the date thereof, the maturity dates, principal amounts and annual rates of interest of each maturity thereof, the initial and semiannual interest payment slates thereof, and the terms of optional and mandatory sinking fund redemption thereof. The Bond Purchase Contract, together with this Resolution, shall constitute the order of the Board of Supervisors for purposes of Section 15234 of the Education Code. The County Treasurer (or an authorized deputy or delegate of the County Treasurer) is hereby authorized and directed to accept the offer of the Underwriter when said offer is satisfactory to the County Treasurer, and to execute and deliver the Bond Purchase Contract on behalf of the County in substantially the form now on file with this Board of Supervisors, with such changes therein as shall be approved by the authorized officer of the County executing the same, and such execution shall constitute conclusive evidence of the County Treasurer's approval and this Board of Supervisors' approval of any change therein from the form of such Bond Purchase Contract. Sggction 13. D osit and Inyestment of Proceeds: (a) The,proceeds of sale of the Series 1998 Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. (b) All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, all or any portion of the building fund of the District may be invested in the Local Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District, all or any portion of the building fund of the District may be invested on behalf of the District in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series 1998 Bonds necessary to maintain the then current rating on the Series 1998 Bonds. aggtion,I . Tax, Covenant: The County acknowledges and relies upon the fact that the District has represented and covenanted that it shall not tape any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 1998 Bonds under Section143 of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will comply with the requirements of the Tax Certificate of the .District with respect to the Series 1998 Bonds,to be entered into by the District as of the date of issuance of the Series 1998 Bonds, and mer that such representation and covenant shall survive payment in full or defeasance of the Series 1998 Bonds. DOCSSF1:283344.I 11 The County acknowledges and relies upon the fact that the District has represented that the reasonably anticipated amount of qualified tax-exempt obligations which has been and will be issued by the District, or by any other entity on behalf of the District, in 1998 does not exceed $10,000,000, and this Board of Supervisors on behalf of the District and in reliance upon such representation, hereby designates the Bonds to be qualified tax-exempt obligations pursuant to Section 265(b)(3)(B)of the Code. Section n ntinuine Disclosure Certificate: The County acknowledges and relies upon the fact that the District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The County acknowledges and relies upon the fact that the District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. S-ectim 16. Limited Resp nsibility_for Official Statement: Neither the Board of Supervisors nor any officer of the County has prepared or reviewed the official.statement of the District describing the Series 1998 Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or distribution thereof; provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for inclusion in the District's Official Statement and in a preliminary Official Statement, and to certify to the District prior to or upon the issuance of the Series 1998 Bonds that the information contained in such section does not contain any untrue statement of a maternal'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 are made,not misleading. Section 7. AR12rgval of Actions: The Chair of this Board', of Supervisors, the Clerk of this Board of Supervisors, the County Auditor-Controller, the County Counsel, and the County Treasurer and the deputies and designees of any of them, are hereby authorized and directed to execute and deliver any and all certificates and representations, as may be acceptable to County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 1998 Bonds, necessary and desirable to accomplish the transactions authorized herein. Seglion . Jndernnification of County: The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees C Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Series 1998 Bonds in accordance herewith and with the District's resolution described in Section 2 hereof and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. DOCSSF1:283349.1 12 Sgetim 19. ffecgve ate,: This resolution shall take effect from and after its adaption. PASSED AND ADOPTED this day,September 15�998,by the following vote: AYES: SUPERVISORS: Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers NOES: None ABSENT: None ABSTAIN: None Chair athi Board of S, pervisors 1l K `7{ ATTEST: Phil Batchelor, Clerk of the Board of Supervisors and County Administrator Depu Clerk the Board of Supervisors txx'ssFI;283349.1 13 _...... ....1.11_.1. .... _ .. ........ ......... ....... ........_.. ....._. . .......... ........._.. ...... .1.11 ....... C'.LEMS CERTIFICATE ,F I, Phil Batchelor, Clerk of the Board of Supervisors (the `Board") and County Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on September 8, 1998, and entered in the minutes thereof, of which meeting all the members of the Board had due notice and at which a quorum thereof was present; that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers NOES: None ABSTAIN:None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street, Martinez, California, a Iocation freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I farther certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. WITNESS my hand this 1,5,t&y of_52 =3 r, 1998. PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator J Ddp uty Clerk of the Board of Supervisors County of Contra Costa EXHIBIT A [Form of Series 1998 Bond] Number UNITED STATES OF AMERICA Amount R- STATE OF CALIFORNIA COUNTY OF CONTRA COSTA MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1995,SERIES 1998 Maturity Date Interest Rate Dated as of CUSIP NO. August 1, % October 1, 1998 Registered Owner: CEDE&CO. Principal Sura: DOLLARS Martinez Unified School District, County of Contra Costa, State of California (herein called the "District"), acknowledges itself indebted to and promises to pay to the registered owner identified above or registered assigns,on the maturity date set forth above or upon prior redemption hereof,the principal sum specified above in lawful motley of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this bond(unless this bong is authenticated as of a date during the period from the Record Date (as defined herein)next preceding any interest payment date to such interest payment date,inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated on or before August 1, 1999,in which event it shall bear interest from the date hereof) at the interest rate per annum stated above, payable commencing on August 1, 1999, and thereafter on February 1 and August I in each year,until payment of said principal sum. The principal hereof is payable to the registered owner hereof upon the surrender hereof at the principal corporate trust office(as defined in the Resolution)of U.S.Bank Trust National Association(herein called the"Paying Agent"),the paying agent/registrar and transfer agent of the District. The interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent as the registered owner hereof as of the close of business on the 15" day of the month preceding an interest payment date (the "Record Date"), whether or not such day is a business day,such interest to be paid by check or draft mailed to such registered owner at the owner's address as it appears on such registration books,or at such other address filed with the Paying Agent for that purpose. Upon written request, given no later than the Record Date immediately preceding an interest payment date, of the owner of Bonds (hereinafter defined) aggregating at least $1,000,030 in principal amount, interest will be paid in immediately available funds (e.g.,by wire transfer)to an account maintained in the United States as specified by the owner in such request. Soo long as Cede & Co. or its registered assigns shall be the registered owner of this bond,payment shall be made in immediately available funds as provided in the Resolution hereinafter described. This bond is one of a duly authorized issue of bonds of like tenor(except for such variations, if any,as may be required to designate varying series,numbers,denominations,interest rates,interest payment modes, maturities and redemption provisions), amounting in the aggregate to$ , and designated as"Martinez Unified School District General Obligation Bonds,Election of 1995,Series 1998"(the"Bonds"). The Bonds were authorized by a vote of at least two-thirds of the voters voting at an election duly and legally called, held and conducted in the District on June 6, 1995, The Bonds are issued and sold by the Board.of Supervisors of the County of Contra Costa,State of California,pursuant to 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 September 8, 1998, and subject to the more particular terms specified in the Bond Purchase Contract, dated as of ,by and among the District,the County and[Underwriter]. DOCSSF3:283349.1 A-1 The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 principal amount or any integral multiple thereof,provided that no Bond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series,interest payment mode,and maturity of other authorized denominations. This bond is transferable by the registered owner hereof,in person or by attorney duly authorized in writing, at the principal corporate trust 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 of the same series, interest payment mode,and same aggregate principal amount will be issued to the transferee in exchange herefor. The County, the District and the Paying Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the County,the District and the Paying Agent shall not be affected by any notice to the contrary.. The Bonds are subject to optional and mandatory sinking fund redemption on the terms and subject to the conditions specified in the Resolution, and as shown in the attached Redemption Schedule. If this bond is called for redemption and payment is duly provided therefor,interest shall cease to accrue 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, 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;and that this bond is in substantially the form prescribed by order of the Board of Supervisors duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the interest and sinking fund of the District,and the money for the payment of principal of,premium, if any,and interest hereon,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. IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be countersigned by the Clerk of said Board,as of the date set forth above. Chair of the Board of Supervisors County of Contra Costa Treasurer-Tax Collector County of Contra Costa Countersigned. Clerk of the Board of Supervisors DOCSSF1.283349.1 A_2 PAYING AGENTS CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of tate Bonds described in the within-mentioned Resolution and authenticated and registered on U.S.Bank Trust National Association,Los Angeles, California,as Paying Agent/Registrar and Transfer Agent By Authorized Officer DTC LEGEND 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) A-3 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. I.D.Number 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. Dated: Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution. A-4 FORM OF R.EDEMIPTTON SCHEDULE MARTINEZ UNIFIED SCHOOL DISTRCT GENERAL OBLIGATION BONDS,ELECTION OF 1995,SERIES 1998 QRtional a do : Series 1998 Bonds maturing on or before August 1, 2008, shall not be subject to redemption prior to their respective stated maturity dates. The Series 1998 Bonds maturing in each year beginning August 1,2009, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole or in part on any date on or after August 1, 2008. If less than all of the Series 1998 Bonds are called for redemption, such bonds shall be redeemed in inverse order of rmaturities or as otherwise directed by the District,and if less than all of the Series 1998 Bonds of any given maturity are called for redemption, the portions of such bonds of a given maturity to be redeemed shall be determined by lot. The Series 1998 Bonds redeemed at the option of the District shall be redeemed at the following prices(expressed as a percentage of the principal amount of the Series 1998 Bonds called for redemption), together with interest accrued thereon to the date of redemption: Optional Redernntion Date Re_demntion Price August 1,2008 through July 31,2009 101% August 1,2009 and thereafter 100% Mandatory Sinking and Idem tii=. The Series 1998 Bonds,if any,which are designated in the Bond Purchase Contract as Series 1998 Term Bonds shall also be subject to redemption prior to their stated maturity dates, without a redemption premium, in part by lot, from mandatory sinking fund payments in the amounts and in accordance with the terms to be specified in the Bond Purchase Contract. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Series 1998 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to mandatory sinking fund redemption. $ Term Series 1998 Bonds Maturing imust 1. DOCSSFi:2$3349.1 A-5 .._...... ......... ......... ......... ......... . ......... ......... ......... ......... _... .._11.11._1111 _. O4 MRRICK, HERR.INGTON & SUTCLIFFE LLP Direct Diel (415) 7735848 August 24, 1998 e-mail. jieun@orrick.com Laura Lockwood County Administrator's Office County of Contra Costa 551 Pine Street, 11th Floor Martinez, CA 94553 Re: Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998 Dear Laura: In connection with the issuance of the above-named bonds, please find enclosed 17 adoption copies of the County Resolution and one copy of the Purchase Contract relating to the issuance of the above-named bonds. Following adoption of the resolution, please have 2 copies delivered to me for Orrick's transcript files. One of these will be kept permanently at Orrick. The second will be returned to you following issuance of the Bonds'. The only original signature needed for each copy requested is on the one-page Clerk's Certificate appended to the Resolution. This Certificate attests that each copy to which an original signed Certificate is attached is a true copy of the original as adopted. Presumably, the one true original Resolution is kept in your County files. The Certificate permits us (and others) to rely on photocopies of the Resolution as if they were originals. Thus, each copy of the Resolution should be accompanied by a signed original Clerk's Certificate. Thank you for your assistance and please call me if you have any questions. 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OH&S DRAFT OF 8/24/98 PURCHASE CONTRACT MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995,SERIES 1998 [Date of Sale] Board of Supervisors County of Contra Costa Board of Trustees Martinez Unified School District Ladies and Gentlemen: The undersigned (the "Underwriter") offers to enter into this Purchase Contract with the County of Contra Costa (the "County"), acting through its Treasurer-Tax Collector (the "County Treasurer"), and with the Board of Trustees of the Martinez Unified School District (the "District"), acting through its Superintendent. The offer made hereby is subject to acceptance by the County and the District by execution and delivery of this Purchase Contract(the"Purchase Contract")to the Underwriter at or prior to 11:59 p.m., California time, on the date hereof, but it shall be irrevocable until such time as it is sooner accepted or rejected by the County and the District. Upon acceptanceof this offer by the County and the District in accordance with the terms hereof, this Purchase Contract will be binding upon the County and the District and upon the Underwriter. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, covenants and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the County for offering to the public, and the County hereby agrees, on behalf of the District, to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate original principal amount of the Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998 (the"Series 1998 Bonds"),at the Purchase Price designated in A gndix A hereto. The Underwriter's discount of$ does not exceed of the principal amount of the Series 1998 Bonds. The true interest cost for the Series 1998 Bonds is %. 2. The Series 1998 Bonds. The Series 1998 Bonds shall be issued pursuant to Section 15100 and following of the Education Code of the State of California, and in accordance with Resolution No. of the Board of Trustees of the District (the "District Resolution"), adopted on August 4, 1998, and Resolution No. of the Board of Supervisors of the County, adopted on DOC'SSFI:283349.1 .... _ September 8, 1998 (the "Resolution"). The Series 1998 Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract,including in App endix A hereto. The Series 1998 Bonds shall be issued as current interest bonds. The Series 1998 Bonds shall be dated as of October 1, 1998, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Series) 1998 Bonds shall be payable on August 1, 1999, and semiannually thereafter on February 1 and August 1 of each year. The Series 1998 Bonds shall otherwise be as described in the Official Statement of the District with respect to the Series 1998 Bonds,dated September 16, 1998 (the"Official Statement"). The Series 1998 Bonds[are not subject to optional or mandatory sinking fund redemption prior to maturity.] [or: shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A.] [The Series 1998 Bonds shall be insured by a municipal bond insurance policy to be issued by[insurer].] The Series 1998 Bonds shall be in full book-entry form. One fullyregistered certificate for each maturity of the Series 1998 Bonds will be prepared and delivered as described in Section 9 hereof,registered in the name of Cede&Co., as nominee of The Depository Trust Company, New York, NY ("DTC"), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one (1) business day prior to the Closing Date, as defined in Section 9 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Series 1998 Bonds, but neither the failure to print such number on any Series 1998 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 1998 Bonds in accordance with the terms of this Purchase Contract. 3. Offering. The Underwriter agrees to make a bona fide public offering of all the Series 1998 Bonds. Within two hours of notification of selection, the Underwriter shall certify to the District in writing(see Appendix C attached hereto), in form and substance satisfactory to the District and to Bond Counsel (as defined in Section 7(a)(6)hereof),(i)that as of the date of sale, all of the Series 1998 Bonds purchased were expected to be reoffered in a bona fide public offering; (ii) that as of the date of the certification, all of the Series 1998 Bonds purchased had actually been offered to the general public; and (iii)the maximum initial bona fide offering prices at which a substantial amount (at least 10%) of each maturity of the Series 1998 Bonds purchased was sold to the general public. The County hereby ratifies, approves, and confirms the distribution of this Purchase Contract and the Resolution, and the District hereby ratifies, approves, and confirms the distribution of this Purchase Contract and the Preliminary Official Statement of the District with respect to the Series 1998 Bonds, dated 1998 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto,the "Preliminary Official Statement"), in connection with the public offering and sale of the Series 1998 Bonds'by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and agrees that it will provide, consistent with the requirements of Municipal Securities Rulemaking Board ("MSRB") Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Series 1998 Bonds during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to a national repository on or before the Closing Date, and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Series 1998 Bonds, including, without limitation, MSRB DOCSSF1:283349.1 2 Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission ("Rule 15c2-12") The Underwriter hereby agrees that prior to the time the final Official Statement is available, the Underwriter will send to any potential purchaser of the Series 1998 Bonds, upon request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means)not later than the first business day following the date upon which each such request is received. The District will deliver to the Underwriter within seven (7) business days from the date hereof, up to_ copies (as the Underwriter shall request) of the Official Statement of the District with respect to the Series 1998 Bonds, signed by the Superintendent of the District, dated as of the date hereof, substantially in the form of the Preliminary Official Statement with such changes thereto as shall be approved by the Underwriter,which approval shall not be unreasonably withheld. 4. Representations and Agreements of the County. The County represents to and agrees with the Underwriter that,as of the date hereof and as of the date of the Closing: (a) The County is a political subdivision duly organized and validly existing under the Constitution and general laws of the State of California. (b) The County is duly authorized and has full legal right, power and authority to issue, sell and deliver the Series 1998 Bonds on behalf of the District, pursuant to the direction of the District contained in the District Resolution,and to provisions of the laws of the State of California. (c) The County has full legal right, power and authority to enter into this Purchase Contract, to adopt the Resolution, and to observe, perform and consummate the covenants, agreements and transactions contemplated by this Purchase Contract and the Resolution to be observed, performed and consummated by the County. (d) The County has duly adopted the Resolution in accordance with the laws of the State; the Resolution is in full force and effect and has not been amended, modifiedor rescinded and all representations of the County set forth in the Resolution are true and correct on the date hereof; the County has duly authorized and approved the execution and delivery of, and the observance and performance by the County of its covenants and agreements contained in, the Series 1998 Bonds and this Purchase Contract, and has duly authorized and approved the consummation by it through its officers and agents of all other transactions contemplated therein to have been performed or consummated at or prior to the Closing Date; and the County has complied, and will at the Closing be in compliance in all respects, with the obligations in connection with the issuance of the Series 1998 Bonds on its part contained in this Purchase Contract,the Resolution,and the Series 1998 Bonds. (e) The Preliminary Official Statement as of its date does not, and the Official Statement as of its date will not, and if supplemented or amended, as of the date of any such supplement or amendment will not, solely with respect to the information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures (as they relate to fiends of the District held by the County Treasurer), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made,not misleading. 5. Renresentations and Agreements of the District. The District represents to and agrees with the Underwriter that,as of the date hereof and as of the date of the Closing: DOC"S5F1:283349.1 3 (a) The District is a school district duly organized and validly existing under the Constitution and general laws of the State of California. (b) The District has full legal right, power and authority to enter into this Purchase Contract, to adopt the District Resolution, and to observe, perform and consummate the covenants, agreements and transactions contemplated by this Purchase Contract, the District, Resolution, and the Official Statement,to be observed,performed and consummated by the District. (c) The District has duly adopted the District Resolution in accordance with the laws of the State; the District Resolution is in full force and effect and has not been amended, modified or rescinded, and all representations of the District set forth in the Resolution are true and correct; the District has duly authorized and approved the execution and delivery of, and the observance and performance by the District of its covenants and agreements contained in the Bonds and this Purchase Contract, and has duly authorized and approved the consummation by it through its officers and agents of all other transactions contemplated therein to have been performed or consummated at or prior to the Closing Date; and the District has complied, and will at the Closing be in compliance in all respects, with the obligations in connection with the issuance of the Series 1998 Bonds on its part contained in this Purchase Contract,the District Resolution,and the Series 1998 Bonds. (d) The District represents to the Underwriter that the Preliminary Official Statement has been "deemed final' by the District as of its date within the meaning of paragraph (ax2) of Rule 15c2-12, except for the omission of some or all of such information the omission of which is permitted under Rule 15c2-12. (e) The Preliminary Official Statement as of its date- does not, and the Official Statement as of its date will not, and if supplemented or amended, as of the date of any such supplement or amendment will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; in each case excluding therefrom any information contained therein relating to DTC or its book-entry only system,and information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer), [and the information relating to [insurer] or the municipal bond insurance policy to be issued thereby insuring payment on the Series 1998 Bonds,] as to all of which the District expresses no view. The District disclaims any obligation after the date of Closing to update the Preliminary Official Statement and the Official Statement. (f) The District will undertake,pursuant to the District Resolution 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 is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. (g) The District has, and has had, no financial advisory relationship with the Underwriter with respect to the Series 1998 Bonds, nor with any investment firm controlling, controlled by or under common control with the Underwriter. (h) The District has not issued and does not expect to issue, directly or indirectly, any bonds, notes, leases or other indebtedness exempt from taxation under the Internal Revenue Code of 1986, which together with the Series 1998 Bonds are expected to exceed $10,000,000 during calendar year 1998. 6. ReMesentations and Agreements of the Underwriter. The Underwriter represents to and agrees with the County and the District that,as of the date hereof and as of the date of the Closing: DOC'SSFI:283349.I 4 (a) The Underwriter is duly authorized to execute this Purchase;Contract and to take any action under the Purchase Contract required to be taken by it. (b) The Underwriter is in compliance with MSRB Rule G-37with respect to the County and the District, and is not prohibited thereby from acting as underwriter with respect to securities of the District. (c) The Underwriter has, and has had, no financial advisory relationship with the District or the County with respect to the Series 1998 Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship. (d) The Underwriter has reasonably determined that the District's undertaking pursuant to Sections 5(f) and 7(a)(8) hereof to provide continuing disclosure with respect to the Series 1998 Bonds is sufficient to effect compliance with Rule 15c2-12. 7. Conditions to Closing. (a) At or before Closing, and contemporaneously with the acceptance of delivery of the Series 1998 Bonds,the District will provide to the Underwriter: (1) a certificate, signed by an official of the District, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as of its date and at the time of Closing did not and does not,to the best of the knowledge of said official, contain any untrue statement of a material fact or omit to state a 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 Series 1998 Bonds to rely upon the Official Statement in connection with the resale of the Series 1998 Bonds, excluding in each case any information contained in the Official Statement relating to DTC or its book-entry only system, information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer), [and the information relating to [insurer] or the municipal bond insurance policy to be issued thereby insuring payment on the Series 1998 Bonds,]. (2) a certificate, signed by an official of the County, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as of its date and at the time of Closing did not and does not,to the best of the knowledge of said official, solely with respect to the information contained therein describing the County's investment policy,current portfolio holdings, and valuation procedures (as they relate to'funds of the District held by the County Treasurer), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,not misleading. (3) a certificate or certificates, signed by appropriate officials of the District or the County or both,confirming to the Underwriter that,as of the date of this Purchase Contract and at the time of Closing,to the best of the knowledge of said official or officials, there is no litigation pending concerning the validity of the Series 1998 Bonds, the corporate existence of the District or the County, or the entitlement of the officers of the County who have signed the Series 1998 Bonds, or the entitlement of the officers of the District who have signed the various certificates and agreements of the District relating to the issuance and sale of Series 1998 Bonds, to their respective offices. DOCSSF1:283349.1 5 (4) a certificate or certificates, signed by an official of the District, confirming to the Underwriter that as of the Closing Date all of the representations of the District contained in this Purchase Contract are true, and that the District Resolution is in full force and effect and has not been amended,modified or rescinded. (5) a certificate or certificates, signed by an official of the County, confirming to the Underwriter that as of the Closing Date all of the representations of the County contained in this Purchase Contract are true, and that the Resolution is in full force and effect and has not been amended,modified or rescinded. (6) the opinion of Orrick, Herrington& Sutcliffe LLP, Bond Counsel with respect to the issuance of the Series 1998 Bonds("Bond Counsel"), addressed to the District, approving the validity of the Series 1998 Bonds,substantially in the form set forth as Appendix A to the Official Statement. (7) the duly executed Tax Certificate of the District, dated the date of Closing, in form satisfactory to Bond Counsel (8) the receipt of the County Treasurer confirming payment by the Underwriter of the Purchase Price of the Series 1998 Bonds. (9) the continuing disclosure certificate of the District, in substantially the form attached to the Preliminary Official Statement. [(10) the municipal bond insurance policy issued by [insurer] '(the "Insurer") with respect to the Series 1998 Bonds, a certificate from the Insurer substantially;in the form attached hereto as Appendix B,the tax certificate representations of the Insurer, and an opinion of counsel to the Insurer regarding the enforceability of such policy, in form reasonably satisfactory to the District,Bond Counsel,and the Underwriter.] [(11) the letters of Moody's Investors Service or Standard & Poor's Ratings Services, or both, to the effect that such rating agencies have rated the Series 1998 Bonds "Aaa" and "AAA", respectively (or such other equivalent rating as each such rating agency may give), and that each such rating has not been revoked or downgraded.] (b) At or before Closing, and contemporaneously with the acceptance of delivery of the Series 1998 Bonds and the payment of the Purchase Price thereof, the Underwriter will provide to the District. (1) the receipt of the Underwriter, in form satisfactory to the District and the County and signed by an authorized officer of the Underwriter, confirming delivery of the Series 1998 Bonds to the Underwriter and the satisfaction of all conditions and terms of this Purchase Contract by the District and the County, respectively, and confirming to the District and the County that as of the Closing Date all of the representations of the Underwriter contained in this Purchase Contract are true,complete and correct in all material respects. (2) the certification of the Underwriter, in form satisfactory to Bond Counsel, regarding the prices at which the Series 1998 Bonds have been reoffered to the public, as described in Section 3 hereof. See Appendix C hereto. [(3) the certification of the Underwriter, in form satisfactory to Bond Counsel, that the present value of the interest saved as a result of the policy of municipal bond insurance with DOC'ssFl:283349.r 6 respect to the Series 1998 Bonds issued by [insurer] exceeds the premium paid for said insurance, and said premium is not unreasonable.] 8. Termination. (a) By District or County. In the event of the District's failure to cause the Series 1998 Bonds to be delivered at the Closing, or inability of the District or the County to satisfy the conditions to the obligations of the Underwriter contained herein (unless waived by the Underwriter), or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract,this Purchase Contract shall terminate. (b) By Underwriter. (1) Excused. The Underwriter may terminate this Purchase Contract, without any liability therefor,by notification to the District and the County if as of the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Series 1998 Bonds, in the reasonable opinion of the Underwriter, upon consultation with the District and the County: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (C) Legislation shall have been enacted by the Congress of the United States, or passed by and still pending before either Douse of the Congress, or recommended or endorsed to the Congress for passage by the President of the United. States, or favorably reported for passage to and still pending before either House of the Congress by any committee of such House to which such legislation has been referredfor consideration, or a decision shall have been rendered by a court of the United States,',or the United States Tax Court, with respect to federal taxation of interest received on securities of the general character of the Series 1998 Bonds, or legislation shall have been enacted by the State of California which renders interest on the Series 1998 Bonds not exempt from State of California personal income taxes; (D) Legislation shall have been enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel,has the effect of requiring the contemplated distribution of the Series 1998 Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended; or (E) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Series 1998 Bonds or obligations of the general character of the Series 1998 Bonds, any material restrictions not now in force,or increase materially those now in force';, with respect to the extension of credit by,or the charges to the net capital requirements of,underwriters. noCssFr,x83349.1 7 (2) Unexcused. In the event the Underwriter shall fail (other than for a reason permitted by this Purchase Contract) to pay for the Series 1998 Bonds upon tender of the Series 1998 Bonds at the Closing,the Underwriter shall have no right in or to the Series 1998 Bonds. 9. Closin . At or before 9:00 a.m., California time, on October 7, 1998, or at such other date and time as shall have been mutually agreed upon by the County, the District, and the Underwriter,the District will deliver or cause to be delivered to the Underwriter the Series 1998 Bonds in book-entry form duly executed by the County, together with the other documents described in Section 7(a) hereof; and the Underwriter will accept such delivery and pay the Purchase Price of the Series 1998 Bonds as set forth in Section 1 hereof in immediately available funds by federal funds wire, in an aggregate amount equal to such Purchase Price, plus accrued interest, if any, on the Series 1998 Bonds from the date thereof to the date of such payment, and shall deliver to the District the other documents described in Section 7(b)hereof, as well as any other documents or certificates Bond Counsel shall reasonably require. Payment for the delivery of the Series 1998 Bonds as described herein shall be made at the offices of the County Treasurer in Martinez, California, or at such other place as shall have been mutually agreed upon by the County and the Underwriter. The Series 1998 Bonds will be delivered through the facilities of DTC in New York,New York, or at such other place as shah have been mutually agreed upon by the County, the District, and the Underwriter. All other documents to be delivered in connection with the delivery of the Bonds shall be delivered at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Such payment and delivery is herein called the "Closing" and the date thereof the"Closing Date". 10. Expenses. The District shall pay the expenses incident to the performance of its obligations hereunder from the proceeds of the Series 1998 Bonds (or from any other source of available funds of the District) which expenses include: (i) the cost of the preparation and reproduction of the District Resolution and the Resolution; (ii) the fees and disbursements of the District's financial advisor with respect to the Series 1998 Bonds; (iii) the fees and disbursements of Bond Counsel; (iv) the costs of the preparation, printing and delivery of the Series 1998 Bonds; (v) the costs of the preparation,printing and delivery of the Preliminary Official Statement, the Official Statement, and any amendment or supplement thereto in the quantity requested by the Underwriter in accordance herewith; (vi) initial rating fees of Standard&Poor`s Ratings Services; and(vii) fees and expenses of the Paying Agent for the Series 1998 Bonds, [and(viii)the premium for the policy of municipal bond insurance to be issued by [insurer]l. All other costs and expenses incurred by the Underwriter as a result of or in connection with the purchase of the Series 1998 Bonds and their public offering and distribution shall be borne by the Underwriter,including,but not limited to(i)clearing house fees; (ii) DTC fees; (iii) CUSIP fees; (iv) fees required to be paid to the California Debt and Investment Advisory Commission ("CDIAC"); (v) PSA fees; (vi)MSRB fees; (vii)costs or fees of qualifying the Series 1998 Bonds for offer and sale in various states chosen by the Underwriter and the costs or fees of preparing Blue Sky or legal investment memoranda to be used in connection therewith;and(viii) fees of any counsel to the Underwriter. 11. Indemnification. The Underwriter agrees to indemnify and hold harmless the County and its supervisors, officers, employees and agents, and the District and its directors, officers, employees and agents, from and against any and all losses,claims,damages,liabilities,attorneys` fees and other expenses of every conceivable kind, character or nature whatsoever(including the reasonable costs of investigation)arising out of,resulting from or in any way connected with: (a) any violation or alleged violation in the offering or sale of the Series 1998 Bonds, by the Underwriter, of the Blue Sky, securities or any other laws of any jurisdiction in which any such offering or sale is made; or DOCSSFI:283349.1 8 (b) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made,not misleading, in(i)any text hereafter provided by the Underwriter, without the prior consent of the District, for use in the Official Statement or any supplement or amendment thereto, and which is included therein, or (ii) any other offering material utilized by the Underwriter, without the prior written consent of the District, in connection with the offering or sale of the Series 1998 Bonds; or (c) the failure of the Underwriter to send or give to any purchaser of any Series 1998 Bonds a copy of the Preliminary Official Statement pursuant to Section 3 of this Purchase Contract and, concurrently with the written confirmation of the sale of such Series 1998 Bonds, the Official Statement (to the extent supplemented or amended,as so supplemented or amended). 12. Notices. Any notice or other communication to be given under this Purchase Contract (other than the acceptance hereof as specified in the introductory paragraph hereof) may be given to the District or the County by delivering the same in writing to the Districtor the County at the respective addresses given below, and may be given to the Underwriter by delivering the same in writing to the address of the Underwriter set forth in Appendix A,or such other address as the District,County or the Underwriter may designate by notice to the other parties. To the District: Martinez Unified School District 921 Susana Street Martinez,CA 94553 Attn: Superintendent To the County: County of Contra Costa 651 Pine Street Martinez,CA 94553 Attn:Assistant Treasurer 13. Governing Law. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. 14. Parties in Interest. This Purchase Contract when accepted by the County and the District in writing as heretofore specified shall constitute the entire agreement among the County, the District,and the Underwriter,and is solely for the benefit of the County, the District,',and the Underwriter (including the successors or assigns thereof). No other person shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements in this Purchase Contract of each of the parties hereto shall remain operative and in full force and effect,regardless of(a) delivery of and payment for the Series 1998 Bonds hereunder,or(b)any termination of this Purchase Contract. 15. Headings. The headings of the paragraphs and sections of this Purchase Contract are inserted for convenience of reference only and shall not be deemed to be a part hereof. 16. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by the Superintendent of the District, or authorized deputy, and by the County Treasurer or authorized deputy,and shall be valid and enforceable at the time of such acceptance. DOC!SSF1:283349.1 9 17. Counterparts. This Purchase Contract may be executed in several counterparts, which together shall constitute one and the same instrument. Respectfully submitted, [Underwriter] By: Authorized Officer Accepted: September 16, 1998 MARTINEZ UNIFIED SCHOOL DISTRICT at a.m./p.m., California time By: Assistant Superintendent-Business Services Accepted: September 16, 1998 COUNTY OF CONTRA COSTA at a.m./p.m., California time By: Treasurer-Tax Collector DOCSSP1:283349.1 10 APPENDIX A TERMS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995,SERIES 1998 1. Purchase Price. Subject to the provisions of the Purchase Contract to which this Appendix A is attached, the Purchase Price for all of the Martinez Unified School District General Obligation Bonds,.Election of 1995, Series 1998("the Series 1998 Bonds")shall be plus the interest accrued on the Series 1998 Bonds from their dated date to the Closing Date. 2. Maturitv Schedule. The current interest Series 1998 Bonds shall be issued in the principal amounts, bear interest at the respective rates per annum, and mature in the amounts and in the years, specified in the following table: Serial Series 1998 Bonds Maturity Principal (August 1 Amount Interest Rate 1999 $ % 2014 $ Term Series 1998 Bonds Maturing August 1. 3. Redemption Provisions. [Optional and mandatory sinking fund redemption provisions]. 4. Notice Address of Underwriter: DOCSSF1:283349.1 _. _. ......... ......... .._..... ......... ......... ......... ......... ......... _ ...... ....... ............ ......... ......... ....... ............ ......._.... ......................_..... ..............-__..... APPENDIX B CERTIFICATE OF BOND INSURER Re: Martinez Unified School District General Obligation Bands, Election of 1995, Series 1998 The undersigned, the duly authorized and acting of [insurer] (the"Bond Insurer"),hereby certifies on behalf of the Bond Insurer as follows: 1. The statements contained in the Official Statement datedSeptember 16, 1998 (the "Official Statement"), relating to the Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998 ("the Series 1998 Bonds', furnished by the Bond Insurer for use under the captions , and , in Appendix thereto, and on the cover page thereof, which statements constitute descriptions or summaries of the Bond Insurer or municipal bond insurance policy (the "Policy") of the Bond Insurer covering the Series 1998 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 the 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 to be issued by the Bond Insurer at the time of delivery of the Bonds,except for the omission therefrom of particulars relating to the Bonds. [insurer] By: Title: DOC"SSF1:283349.1 APPENDIX C REOFFERING PRICE CERTIFICATE OF THE UNDERWRITER FAX to John M. Hartenstein Orrick,Herrington &.Sutcliffe LLP, (415) 773-4245 phone(415) 773-4129 WITHIN TWO HOURS OF NOTIFICATION OF SELECTION ("Underwriter") has served as the underwriter of $ aggregate principal amount of General Obligation Bonds, Election of 1995, Series 1998 (the "Bonds") issued by Martinez Unified School District (the "Issuer"). Underwriter hereby certifies and represents the following: A. Issue Price. 1. As of September 16, 1998 (the "Sale Date"), the underwriter had offered or reasonably expected to offer all of the Bonds to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering at the prices or yields shown on the attached Schedule A. 2. The prices or yields shown on the attached Schedule A represent fair market prices of the Bonds as of the Sale Date. 3. As of the date of this certificate, all of the Bonds have been offered to the general public in a bona fide offering at the prices or yields shown on the attached Schedule A, and at least 10% of each maturity of the Bonds has been sold to the general public at such prices or yields. [B. Qualified Guarantee. The present value of the interest saved as a consequence of the municipal bond insurance policy(the "Insurance") issued by exceeds the present value of the premium paid for the Insurance, and the premium paid for the Insurance is not unreasonable.] Dated: [UNDERWRITER] By Authorized Representative DOC SSF I:219025.1 SCHEDULE A (Underwriter's term sheet or Bloomberg's printout may be substituted prodded that the Reoffering Prices expressed as a percent are clearly shown) Maturity Principal Reoffering Au ust 1 Amount Interest hate Price % DOCSSF1:219025.1 K It MRRICK, HERRINGTON ,��� .. h ........ ....... & SUTCLIFFE LLP Direct Dial f415) 773-5848 September 23, 1998 e-mail. jieun@orrick.com Ann Cervelli Chief Deputy Clerk of the Board Board of Supervisors 651 Pine Street, 11" Floor Martinez, CA 94553 Re: Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998 Dear Ann: Per your request, please find enclosed a copy of the Facsimile Certificate in accordance with the Uniform Facsimile Signature of Public Officials Act (Govt. Code §55010 et sea.). Thank you for your cooperation in this matter and please call me at the above number if you should have any questions. Res ectfully y rs, , Ji un Choi Legal Assistant Enclosure Old Federal Reserve Bank Building • 400 Sansome Street • San Francisco,California 94111-3143 Telephone 415 392 1122 • Facsimile 415 773 5759 Los Angeles + New York + Sacramento • silicon valley • Singapore • Tokyo + Washington,D.C. ENDORSED FILED tha office of tha Swelary of State 0 the dale of Callfamia 4AU' , �r a1 998eSTATE OF CALIFORNIA t at } COUNTY OF In accordance with the Uniform Facsimile Signatures of Public Officials Act {Govt. Cade §5500 et seg.), I HEREBY CERTIFY under oath my manual signature. v Manual Signature Ann Cerve Title of Office. Chief Deputy Clerk of the Board of Supervisors of Contra Costa County C0 'PY August 5, 1998 Ms. Laura Lockwood County Administrator's Office County of Centra Costa 651 Pine Street Martinez, CA 94553 Dear Ms. Lockwood. At its meeting on August 4, 1998, the Board of Education of the Martinez Unified School District adopted the attached resolutions related to the sale of general obligationbonds.. I have been instructed by our bond counsel, John Hartenstein of Orrick Herrington& Sutcliffe to deliver one copy of the signed resolutions to your office. If you have any questions, please call me at 313-0480, Ext. 208. Sincerely, Jeanette Wriston, Secretary to SCOTT BROWN, Ed.D. Superintendent of Schools Martinez Unified School District SBjw ......._. ......... ......... ......... ......... ......... ......... ......... ......... ...._........._. . . _ ....... .._..._... .......... _.._..................... ...._..... . ..._..... ......... .......... ......... ._....... ......... ......... BOARD OF TRUSTEES OF THE MARTINEZ UNIFIED SCHOOL DISTRICT RESOLUTION NO. 99-3 RESOLUTION REQUESTING BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ESTABLISH TAX RATE FOR. GENERAL OBLIGATION BLINDS OF THE MARTINEZ UNIFIER SCHOOL DISTRICT EXPECTED TO BE SOLD DURING FISCAL YEAR 1998-99; AUTHORIZING SUPERINTENDENT OR HIS DESIGNEE TO PROVIDE ESTIMATED DEBT SERVICE FOR SAID BONDS TO COUNTY OFFICIALS; REQUESTING COUNTY AUDITOR-CONTROLLER TO DIRECT THAT PROCEEDS OF TAX FOR SAID BONDS BE RETAINED IN THE INTEREST AND SINKING FUND OF THE DISTRICT IN THE EVENT SAID BONDS ARE NOT SOLD IN FISCAL YEAR 1998-99; AND AUTHORIZING OTHER NECESSARY ACTIONS. WHEREAS, an election was duly and regularly held in the Martinez Unified School District (the "District") of the County of Contra Costa, California (the "County"), on June o, 1995, at which more than two-thirds of those voting on a proposition to authorize the issuance of bonds of the District approved said proposition; and WHEREAS, the Auditor-Controller of the County has established an August 1998 deadline for the District to submit bond sale information to the County so that the tax rates necessary to pay debt service on such bonds may be reflected on 1998--99 ,property tax bills of taxpayers in the District; and WHEREAS, the District's financial advisor has advised the District that the District's Bonds will need to be sold later than August, 1998; and WHEREAS, this Board of Trustees deems it necessary and desirable that the County issue said Bonds on behalf of the District during Fiscal Year 1998-99, and levy a tax for payment of the.Bonds during Fiscal Year 1998-99, and believes that said Bonds will be sold during said Fiscal Year, and WHEREAS, the Education Code of the State of California provides that the Board of Supervisors shall annually, at the time of matting the levy of taxes for County purposes, estimate the amount of money required to meet the payment of the principal and interest on bonds of the District authorized by the electors of the District and not sold, and which the Board of Trustees of the District informs the Board of Supervisors in their belief will be sold before the next tax levy, and further provides that the Board of Supervisors shall levy a tax;sufficient to pay the principal and interest so estimated; rrocssr1:280664.z NOW, THEREFORE, BE IT RESOLVED BY THE BOARD 4F TRUSTEES OF MARTINEZ UNIFIED SCHOOL DISTRICT: Section 1. All of the above recitals are true and correct. Section 2. The ,Superintendent of the District, or his designee, and the financial advisor to the District with respect to the Bonds (the "Financial Advisor"), are hereby authorized and directed to prepare an estimate of all payments of principal and interest which shall become' due on Bonds of the District expected to be sold prior to the making of the tax levy for Fiscal Year 1998-99, and to cause the debt service schedule so prepared to be provided to the Board of Supervisors of the County and to the officers of the County responsible for preparing the tax levy for bonds of the District and for levying said talc. Section_3. The Board of Supervisors of the County is hereby requested, in accordance with Education Code Section 15252, to establish a tax rate for general obligation bonds of the District expected to be sold during Fiscal Year 1998-99 based upon the estimated debt service schedule prepared by the Superintendent and the Financial Advisor in accordance with Section 2 hereof. Section-4. In the event that Bonds of the District are not sold during Fiscal Year 1998-99, this Board of Trustees hereby requests that the Auditor-Controller``of the County cause the proceeds of the tax levied to pay the anticipated debt service on such Bonds to be retained in the Interest and Sinking Fund of the District for credit against payments which shall come due on outstanding bonds of the District, including bonds to be sold during Fiscal Year 19992000. Section 5,. The Clerk of this Board of Trustees is hereby authorized and directed to file a certified copy of this Resolution with the Board of Supervisors of the County, and to cause a copy of this Resolution to be delivered to the Auditor-Controller of the County and the Treasurer- Tax Collector of the County. Section 6. The President of this Board of Trustees, the Clerk of this Board of Trustees, the Superintendent of the District, and other officers of the District, shall be and they are hereby authorized and directed to take such additional actions consistent with the intent of this Resolution in connection with the sale of Bands of the District, which any of them deem necessary and desirable to accomplish the purposes hereof. DOcssrg:28W64.1 2 Section 7. This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 4th„ day of August, 1998, by the following vote: AYES: Cox, Daly, DeGraef, Gordon, Hughes NOES: None ABSTAIN. None ABSENT: None APPROVED: President of the lav d of T stees of the Martinez Ur edd School District ATTEST: Cleric of the Board of Trustees of the Martinez Unified School District DOCSSF3:280664.2 3 SECRETARY'S ERTTFTCATE 1, Scott Brown, Secretary of the Board of Trustees of the Martinez Unified School' District, County of Contra Costa, California, hereby certify as follows: The attached is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Trustees of said District duly and regularly held at the regular meeting place thereof on August 4, 1998, and entered in the minutes thereof, of which meeting all of the members of said Board of Trustees had due notice and at which a quorum thereof was present; and at said meeting said resolution was adopted by the following vote: AYES: Cox, Daly, DeGraef, Gordon, Hughes NOES: Sane ABSTAIN: Hone ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 921 Susana Street, Martinez, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached' hereto. I have carefully compared the same with the original minutes of said meeting on file' and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand this 4th day of august , 1998. Secretary of the Board of Trustees Martinez Unified School District BOARD OF TRUSTEES OF THE MARTINEZ UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA,STATE OF CALIFORNIA Res. No.-99-2 RESOLUTION PRESCRIBING THE TERMS OF SALE OF BONDS OF MARTINEZ UNIFIED SCHOOL DISTRICT, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL SAID BONDS BY A NEGOTIATED SALE PURSUANT TO A BUND PURCHASE CONTRACT, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT FOR SAID BONDS, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS WHEREAS, an election was duly called and regularly held in the Martinez Unified School District, County of Contra Costa, California (herein called the "District"), on June 6, 1995, at which the following proposition was submitted to the electors of the District. "Shall the Martinez Unified School District issue bands in the amount of$23,000,000 to renovate Martinez Junior High School, modernize, construct, acquire or replace school facilities, improve school grounds, finance sewer and drainage projects for school property, and provide for long term capital improvements district- wide, which bonds shall bear interest at a rate not to exceed the legal limit, and shall mature no later than August 2014, the final maturity of the District's currently outstanding bonds?"; and WHEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, $11,999,913.75 aggregate principal amount'> of said bonds, designated "Martinez Unified School District General Obligation Bonds Election of 1995, Series 1995", and $8,250,000 aggregate principal amount of said bands, designated "Martinez Unified School District General Obligation Bands Election of 1995, Series 1997" have heretofore been issued and sold; and WHEREAS, this Beard of Trustees of the District deems' it necessary and desirable that the Board of Supervisors of the County of Contra Costa (the "County") shall authorize and consummate the sale of a portion of said bonds in a single series designated the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998" in o©cssrr:293349.1 an aggregate principal amount not exceeding $2,750,000, according to the terms and in the manner hereinafter set forth, and WHEREAS, this Board of Trustees further deems it necessary and desirable to authorize the sale of said bonds by a negotiated sale to an underwriter to be selected by the Superintendent of the District (the "Underwritce) pursuant to a Bond Purchase Contract (the "Bond Purchase Contract"), and WHEREAS, there have been submitted and are on file with the Clerk of this Board. of Trustees proposed forms of a Bond Purchase Contract, Official Statement, and a Continuing Disclosure Certificate, all with respect to not to exceed $2,750,000 aggregate principal amount of Martinez Unified School District General Obligation 'Bonds, Election of 1995, Series 1998,proposed to be sold; NOW,THEREFORE, THE BOARD OF TRUSTEES OF MARTINEZ UNIFIED SCHOOL, DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS; Section-1. Recitals: All of the above recitals are true and correct. Sectitan2. Ret„�uest for Sale of Bonds. The Board of Supervisors of the County is hereby requested to sell not later than December 31, 1998, by negotiated sale to the Underwriter, not to exceed$2,750,000 aggregate principal amount of general obligation bonds of the Martinez Unified School District and to designate said bonds to be sold as the "Martinez Unified School District General Obligation Bunds, Election of 1995, Series 1998" (herein called the "Series 1998 Bonds" or the "Bonds"). The Series 1998 Bands shall be issued as current interest Series 1998 Bonds, as provided in Section 3 hereof Section 3. Terms of Bonds: (a) Date of Bonds. The Series 1998 Bonds shall be dated October 1, 1998, or such other date as shall be set forth in the Bond Purchase Contract. (b) 1" Mgmin tions. The Series 1998 Bonds shall be issued in denominations of$5,000 principal amount or any integral multiple thereof (c) Mater . The Series 1998 Bonds shall mature on the date, in each of the years, in the principal amounts and in the aggregate principal amount as shall be set forth in the Bund Purchase Contract. No Series 1998 Bond shall mature prier to August 1, 1999, and. no Series 1998 Bond shall mature later than August 31, 2014. No Series 1998 Bond shall have principal maturing on more than one principal maturity date. {� The aggregate principal amount of the Series 1998 Bonds; shall not exceed $2,750,000. (d) Interest Payment. The Series 1998 Bonds shall bear interest at an interest rate not to exceed 10.00% per annum, computed on the basis of a 3613-day year of twelve (12) 30-day months, first payable on August 1, 1999, and thereafter on February 1 and August 1 in each year (or on such other initial and semiannual interest payment dates as shall be set forth in the Bond Purchase Contract). DocssFI:283349.i 2 (e) QhLiZatiQn. The obligation to pay principal and interest represented by the Bonds is a statutory obligation of the District and the County, payable as described in the Bond Purchase Contract. The District hereby requests the Board of Supervisors of the County to annually levy a tax upon all taxable property in the District sufficient to redeem the Series 1998 Bonds, and to pay the principal, redemption premium, if any, and interest thereon as and: when the same become due. Section 4. RedgMption Provi ions: The Series 1998 Bands shall be subject to redemption prior to their respective stated maturity dates at the option of the District as set forth in the Bond Purchase Contract and in the Series 1998 Bands. The Series 1998 Bonds shall also be subject to mandatory sinking fund redemption, as specified in the Bond Purchase Contract and in the Series 1998 Bonds, The Bond Purchase Contract may provide that the Series 1998 Bonds shall not be subject to optional or mandatory sinking fund redemption. Section 5. BonnPurchase Contract- Sale of Bonds: The Bond Purchase Contract for the Series 1998 Bonds, in substantially the form submitted to this Board of Trustees, is hereby approved, and the Superintendent of the District (or authored delegate of the Superintendent) (the "Superintendent") is hereby authorized and directed on behalf of the District to execute and approve the Bond Purchase Contract providing for the sale by the Board of Supervisors of the County and the purchase by the Underwriter of the Series 1998 Bonds at a purchase price to be set forth therein, roves that(i)the true interest cost for the Series 1998 Bonds shall not be in excess of 8.00%, (ii) the maximum interest rate on the Series 1998 Bonds shall not be in excess of 10.00% per annum; (iii) the minimum price for the Series 1998 Bonds shall be not less than the principal amount thereof; and (iv) the Series 1998 Bonds shall otherwise conform to the limitations specified herein; and wiled further, that such execution and approval shall constitute conclusive evidence of the approval by the District of any changes or revisions therein from the form of Bond. Purchase Contract filed herewith. The Berard of Supervisors of the County is hereby requested to cause the Bond Purchase Contract to be executed and delivered on behalf of the County, subject to such changes or revisions therein as may be acceptable to the District and to the Board of Supervisors of the County. Section 6. Official.Statement: The Official Statement relating to the Series 1998 Bonds, in substantially the form on file with the Clerk of this Board of Trustees, is hereby approved with such changes, additions and corrections as the Superintendent may hereafter approve, and the Underwriter is hereby authorized to distribute copies of such Official Statement in preliminary form to persons who may be interested in purchasing the Series 1998 Bonds. The Superintendent is hereby authorized to certify to the Underwriter, on behalf of the District, that the preliminary form of the Official Statement was deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934(except for the omission of certain final pricing,rating and related information as permitted by said Rule). The Superintendent is hereby authorized and directed to sign said.Official Statement in its final form, including the final pricing information, and the Underwriter is hereby authorized and directed to deliver copies of such Official Statement in final form to the purchasers of the Series 1998 Bonds. DOCS5F]:2$3349,t 3 Section 7. Investment of Proceeds. Proceeds of the Series 1938 Bonds held by the County Treasurer shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, given by the Superintendent of the District, who is hereby expressly authorized to give such direction, all or any portion of the building fund of the District may be invested on behalf of the District in the Local Agency Investment Fund in the treasury of the State of California. (ii) At the written direction of the District, given by the Superintendent of the District, who is hereby expressly authorized to give such direction, all or any portion of the building fund of the District may be invested on behalf of the District, in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series 1998 :Bonds necessary to maintain the then current rating on the Series 1998 Bonds. Section 8. Tax Covenants; (a) Caen�ral. The District ',shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 1998 Bonds under Section 103 of the Internal Revenue Code of 1986(the"Cotte"). Without limiting the generality of the foregoing, the District hereby covenants that it will comply with the requirements of the Tax Certificate of the District with respect to the Series 1998 Bonds (the"Tax Certificate"),to be entered into by the District on the date of issuance of the Series 1998 Bonds. The provisions of this subsection(a)shall survive payment in full or defeasance of the Series 1998 Bonds. (b) field Restriction. In the event that at any time the District is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any monies held by the Treasurer-Tax Collector of the County (the "County Treasurer") on behalf of the District, in accordance with this Resolution or pursuant to law, the District shall so request of the County Treasurer in writing, and the District''shall make its best efforts to ensure that the County Treasurer shall take such action as may be necessary in accordance with such instructions. (c) teliance on O ink icon of Bond Counsel. Notwithstanding any provision of this Section., if the District shall provide to the County Treasurer an opinion of counsel of nationally recognized standing in the field of law relating to municipal bonds (an "Opinion of Bond Counsel") that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Series 1998 Bonds, the County Treasurer may conclusively rely on such Opinion of Bond Counsel in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent. (d) Bank (Q alified. The District hereby represents that the reasonably anticipated amount of qualified tax-exempt obligations which has been and will be issued by the District, or by the Board of Supervisors of the County on behalf of the District, in 1998 does not exceed $10,004,000, and, hereby designates the Bonds to be qualified tax-exempt obligations pursuant to Section 265(b)(3)(B) of the Code. DOCSsrI:28334 ,1 4 Section 9. Cont_inuinv Disclosure: The Superintendentof the District is hereby authorized on behalf of the District to execute a Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit A, with such changes thereto as deemed necessary in order to permit the Underwriter to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 0. Approval of Actions: The President of this Board of Trustees, the Clerk of this Board of Trustees, the Superintendent of the District and any delegate of the Superintendent and officers of the District are hereby authorized and directed to execute and, deliver any and all certificates and representations, including signature certificates, no-litigation certificates, certificates concerning the contents of the Official Statement, representation letters to The Depository Trust Company, the Tax Certificate and any other certificates proposed to be distributed in connection with the sale of the Series 1998 Bonds, which any of them deem necessary and desirable to accomplish the transactions authorized herein. Section 11. Notice to California Debt and Investment AdX isory Commission: The Clerk of this Board of Trustees is hereby authorized and directed to cause notices of the proposed sale and final sale of the Series 1998 Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to California Government Code Section 8855. Section 12. Filin with Board of SjMgMisors: The Clerk of this Board of Trustees is hereby authorized and directed to file a certified copy of this Resolution with the Clerk of the Board of Supervisors of the County. roCssrI.283349.1 5 Section 13. Effective Tate: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this day, August 4, i 998, by the fallowing vote: AYES: Cox, Daly, Gordon, Hughes, deGraef NOES: None ABSTAIN: None ABSENT: None APPROVED: President of the BopqofTruges of the Martinez Unifi6d School District ATTE Secretary of the Board of Trustees of the Martinez Unified School District DOCSSF1:283349.1 6 EXHIBIT"A FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate(the"Disclosure Certificate") is executed and delivered by the Martinez Unified School District (the "District") in connection with the issuance of $ aggregate principal amount of Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1998 (the"Bonds"). The Bonds are being issued pursuant to a resolution (the "Resolution")adopted by the Board of Supervisors of the County of Contra Costa(the "County") on September 8, 1998, at the request of the Board of Trustees of the District by its resolution adopted on August 4, 1998. The District covenants and agrees as follows: SECTION 1, Purpose of the Disclosure Certificate. This Disclosure',Certificate is being executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the District:.:pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent"shall mean the:District,or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Holder"shall mean the person in whose name any Band shall be registered.' "Listed Events"shall paean any of the events listed in Section 5(a)of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository"shall mean each National Repository and the State Repository. "Rule" shall mean Rule I5c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. "State Repository"shall mean any public or private repository or entity designated by the State of California as the state repository for the purpose of the Mule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate,there is no State Repository. SECTION 3. Provision of AMual Re]2orts. DOC°SSF 12$3349.1 A-1 (a) The District shall, or shall cause the Dissemination .Agent to, not later than (days/months] after the end of the District's fiscal year (currently ending June 30), commencing with the report for the 19 - Fiscal Year(which is due not later than -- - , provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited,financial statements of the District may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent(if other than the District). If the District is unable to provide to the Repositories an Annual Report by the date required in subsection(a), the District shall send a notice to the Municipal Securities Rulemaking Beard and the State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository,if any; and (ii) (if the Dissemination Agent is other than the District), file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The District's Annual Report shall contain or include by reference the following: ► Audited financial statements of the District for the preceding'fiscal year,prepared in accordance with the laws of the State of California. and including all statements and information prescribed for inclusion therein by the Controller of the State of California. If the Issuer's audited financial; statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. To the extent not included in the audited financial statement of the District, the Annual Report shall also include the following: ► Adopted budget of the District for the current fiscal year. District average daily attendance. ► District outstanding debt. Information regarding total assessed valuation of taxable properties within the District,if and to the extent provided to the District by the County. DOCSSF1:283349.2 A-2 ......... ......... ......... ......._. 1.11.1 ...... .............._......_.. ......... .._...... ......... ......... ......... ......... ......... ......._.._. . ......... ......... ......... Information regarding total secured tax charges and delinquencies on taxable properties within the District, if and to the extent provided to the District by the County. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies. 2. non-payment related defaults. 3. modifications to rights of Holders. 4. optional,contingent or unscheduled bond calls. 5. defeasances. 6. rating changes. 7. adverse tax opinions or events affecting the tax-exempt status of the Bonds. S. unscheduled draws on the debt service reserves reflecting financial difficulties. 9. unscheduled draws on the credit enhancements reflecting financial difficulties. 10. substitution of the credit or liquidity providers or their failure to perform. 11. release, substitution or sale of property securing repayment of the Bonds. (b) Whenever the District obtains knowledge of the occurrence of a.Listed Event,the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws,the District shall promptly file a notice of such occurrence with each National Repository or with the Municipal Securities Rulemaking Board, and with the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4)and(5)need not be given under this subsection any earlier than the notice(if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. SECTION 6. Termination af-Renorting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,pricer redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). DOCSSFi:2$3349.1 A_3 SECTION 7. Dissemination Age t. The District may, from time to time; appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the District. SECTION 8. Amendment; Waiver. Notwithstanding any either provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a),4,or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds,or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into accountany amendments or interpretations of the Rule,as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition,if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. AdditionaI Inform Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed"Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. ,SECTION 10. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate,including seeking mandate or specific performance by court order,to cause the District to comply with its obligations under this Disclosure Certificate; provided, that any such action may be instituted only in Superior Court of the State of California in and for the County of Contra Costa or in U.S. District Court in or nearest to the County. A default under this Disclosure Certificate shall not DOCSSF1:293349.1 A-4 __. ......... ......... ......... ......... ......... ......... ......... ......... ......_....... ........ .......... ....._.... ......... ._....._. ...__...... ......... ......... ......... ......... ......... ......... be deemed. an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its pourers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. DOCSSF1:283349.1 A-5 SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bands,and shall create no rights in any other person or entity. Date. MARTINEZ UNIFIED SCHOOL DISTRICT DOCSSFI:283349.1 A-6 5ECRETARYS CERMICATE 1, Scott Brown, Secretary of the Board of Trustees of the Martinez Unified School District, County of Contra Costa, California, hereby certify as follows: The attached is a full, true and correct copy of a resolution duly adopted at a special meeting of the Board of Trustees of said District duly and regularly held at the regular meeting place thereof on August 4, 1998, and entered in the minutes thereof, of which meeting all of the members of said Board of Trustees had due notice and at which a quorum thereof was present; and at said meeting said resolution was adopted by the following vote: AYES: Cox, Daly, deGraef, Gordon, Hughes NOES: None ABSTAIN: None ABSENT: None At least 24 hours before the time of said meeting, a written notice and agenda of said meeting was mailed and received by or personally delivered to each member of said Board of Trustees not having waived notice thereof, and to each local newspaper of general circulation, radio, and television station requesting such notice in writing, and was posted in a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand this 1.t2lday of august -, 1998. Secretary ofthe Board of Trustees of Martinez Unified School District ......................................................... EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of District: MARTINEZ UNIFIED SCHOOL DISTRICT Name of Bond Issue: MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1995, SERIES 1998 Date of Issuance: NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Bonds as required by Section 4 of the Continuing Disclosure Certificate of the District, dated [The District anticipates that the Annual Report will be filed by Dated: MARTINEZ UNIFIED SCHOOL DISTRICT DOCSSFI:283349.1 A-7 ..................................... ............ EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of the date of the Continuing Disclosure Certificate: Bloomberg Financial Markets P.U.Box 840 Princeton,NJ 08542-0840 (609)279-3200/(609)279-3204 to order documents (609)279-5962 or(609)279-5963 (FAX) Internet address: MUNIS@bloomberg.com bloomberg.com Contact: Lena Panich JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York,NY 10006 (212)7704568 (212)797-7994(FAX) e-mail address:joan—horai@Tncgrawhill.com Contact: Ms.Joan Horai,Repository Thomson NRMSIR Secondary Market Disclosure 395 Hudson Street,3rd Floor New York,NY 10014 (212) 807-5001 (212)989-2078(FAX) Contact: Carolyn Chin e-mail address: Diselosure@muller.com DPC Data,Inc. One Executive Drive Fort Lee,NJ 07024 (201)346-0701 (201)947-0107(FAX) Contact: NRMSIR Internet address: nnnsir@dpcdata.com A-8