HomeMy WebLinkAboutMINUTES - 09282004 - C.86 TO: BOARD OF SUPERVISORS ¢ Contra
FROM: JOHN SWEETEN, COUNTY ADMINISTRATOR •' --= ' Costa
DATE: September 28, 200400%. ..... .... '
SUBJECT: SAN RAMON VALLEY UNIFIED SCHOOL DISTki%, ount✓
$125,000,000 GENERAL OBLIGATION BONDS, Election of 2002, Series 2004
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
1. ADOPT Resolution 2004/-544- authorizing, on behalf of San Ramon Valley Unified School District,
the sale and issuance of General Obligation Bonds, Election of 2002, Series 2004 in an aggregate
principal amount not to exceed $125,000,000.
FISCAL IMPACT
There is no fiscal impact to the County related to this item.
BACKGROUND
Under state law, the Contra Costa County Board of Supervisors is required to authorize the sale and
issuance of general obligation bonds for school districts within the County. No financial obligation is
assumed with these authorizations. The County's Treasurer/Tax Collector oversees the actual sale and
award of the bonds.
On November 5, 2002 the San Ramon Valley Unified School District held a special municipal election, at
which time voters approved the issuance and sale of bonds of up to $260,000,000 in aggregate principal
amount to provide financing for various school facilities projects. To date, the district has sold $72 million
in bonds in one issuance.
On September 21, 2004, the WCCUSD Board of Education authorized the sale of a third series of bonds,
entitled "San Ramon Valley Unified School District (Contra Costa County, California), General Obligation
Bonds, Election of 2002, Series 2004," in an aggregate principal of not to exceed $125,000,000 (`Series
2004 Bonds").
CONSEQUENCES OF NEGATIVE ACTION
Without the Contra Costa County Board of Supervisors authorization, San Ramon Valley Unified School
District would not be able to issue the Series 2004 Bonds, thereby delaying or prohibiting necessary
school facilities projects.
CONTINUED ON ATTACHMENT: x YES SIGNATURE:
--------------------------------_.----.------ - -------__.-_.--- ----__--____---------------- _--__. ----------_-_-a__ -----__----.-------
L ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ATION OF BOARD COMMi EE
�.. POROVE OTHER
SIGNATURE(Sy�., '
-------------------- ----------__--___-..---___-------—---------..w-------—-----.__..------_..-------_-------ACTION
OF BOARD ON PROVE AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
X UNANIMOUS(ABSENT N 4 N E .) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTED SEPTEMBER 28 , 2004
CONTACT: Jason Crapo JOHN SWEETEN,CLERK OF THE BOARD OF
SUPERVISORS AND COUNTY ADMINISTRATOR
CC: Jason Crapo
John Sweeten,County Administrator
Orrick,Herrington&Sutcliffe LLP
RESOLUTION NO. 20041521
Dated: SEPTEMBER
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF NOT
TO EXCEED $125,000,000 OF BONDS OF THE SAN RAMON VALLEY UNIFIED
SCHOOL DISTRICT BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE
CONTRACT, PRESCRIBING THE 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 San Ramon Valley
Unified School District, County of Contra Costa, California (herein called the "District ), on
November 5, 2002, at which a bond proposition summarized as follows was submitted to the
electors of the District:
"To renovate, upgrade and expand local schools; provide safe,
modern classrooms; relieve overcrowding; replace substandard
electrical, heating and cooling systems;. add new science and
technology labs; replace portable classrooms with permanent
classrooms; and to qualify for State matching funds; shall San Ramon
Valley Unified School District issue $260 million in bonds at interest
rates within the legal limit, with a citizens' oversight committee and
independent audits to ensure funds are spent only on specified school
improvements?"
and
WHEREAS, at least 55% of the votes cast on said proposition were in favor of
issuing said bonds; and
WHEREAS, $72,000,000 aggregate principal amount of said bonds, designated "San
Ramon Valley Unified School District General Obligation Bonds Election of 2002, Series 2003"
have heretofore been issued and sold;and
WHEREAS,pursuant to Education Code Section 15140 and following, the Board of
Education 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 "San Ramon Valley
Unified School District General Obligation Bonds, Election of 2002, Series 2004" in an aggregate
principal amount not exceeding $125,000,000, and to authorize the sale of said bonds by a
negotiated sale to Altura, Nelson & Co., Incorporated (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
DOCSSF1:768441.3
forth in a resolution duly adopted by the Board of Education of the District on September 21, 2004,
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 Education of the District;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS:
Section 1. Recitals All of the above recitals are true and correct.
Section 2. District Resolution Incorporated: This Board of Supervisors hereby
acknowledges receipt of the Resolution of the Board of Education of the District adopted on
September 21,2004.
Section 3. Authorization and Designation of Bonds: Pursuant to Section 15140
and following of the Education Code of the State of California, this Board of Supervisors hereby
authorizes on behalf of the San Ramon Valley Unified School District, the issuance and sale of not
to exceed $125,000,000 aggregate principal amount of bonds of the District and designates said
bonds to be issued and sold as the "San Ramon Valley Unified School District General Obligation
Bonds, Election of 2002, Series 2004" (herein called the "Series 2004 Bonds" or the `Bonds"). The
Series 2004 Bonds shall be issued as current interest bonds.
Section 4. Form of Bonds: Execution: (a) BookEntry. The Depository Trust
Company, New York, New York, is hereby appointed depository for the Series 2004 Bonds. The
Series 2004 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 2004 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 2004 Bonds; provided that if
different CUSIP numbers are assigned to Series 2004 Bonds maturing in a single year, additional
Series 2004 Bond certificates shall be prepared for each such maturity.
(b) Form of Certificates. The Series 2004 Bonds shall be issued in fully
registered form without coupons. The Series 2004 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 2004 Bond is printed on the reverse of the Series 2004 Bond, the following
legend shall be printed on the face of such Series 2004 Bond: "THE PROVISIONS OF THIS
BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE."
(c) Execution of Solids. The Series 2004 Bonds shall be signed by the manual
or facsimile signatures of the Chair of this Board of Supervisors and of the Treasurer-Tax Collector
of the County (the "County Treasurer"), and countersigned by the manual or facsimile signature of
DOCSSF1:768441.3 2
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the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County
Treasurer. The Bonds shall be authenticated by a manual signature of a duly authorized officer of
the Paying Agent (as defined in Section 8(a) hereof).
(d) Valid Authentication. Only such of the Series 2004 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
2004 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 2004 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.
Section 5. Terms of Bonds: (a) Date of Bonds. The Series 2004 Bonds shall be
dated October 1,2004, or such other date as shall be set forth in the Bond Purchase Contract.
(b) Denominations. The Series 2004 Bonds shall be issued in denominations of
$5,000 principal amount or any integral multiple thereof.
(c) Maturi . The Series 2004 Bonds shall mature on the date or dates, 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 2004 Bond shall mature prior to August 1, 2006, and no
Series 2004 Bund shall mature later than the date which is 25 years from the date of the Bonds, to be
determined as provided in subsection (a) of this Section. No Series 2004 Bond shall have principal
maturing on more than one principal maturity date.
(d) Interest. 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 2004 Bonds shall bear interest at an interest rate not to exceed 12.00%per
annum, first payable on August 1, 2005, and thereafter on February 1 and August 1 in each year
prior to maturity (or on such other initial and semiannual interest payment dates as shall be set forth
in the Bond Purchase Contract, computed on the basis of a 360-day year of twelve 30-day months.
Each Series 2004 Bond authenticated and registered on any date prior to the close of business on the
first Record Date (as defined in Section 6(b)) shall bear interest from the date of said Series 2004
Bond. Each Series 2004 Bond authenticated during the period between.a Record Date and the close
of business on its corresponding Interest Payment Date shall bear interest from such Interest
Payment Date. Any other Series 2004 Bond shall bear interest from the Interest Payment Date
immediately preceding the date of its authentication. If, at the time of authentication of any Series
2004 Bond, interest is in default on any outstanding Series 2004 Bonds, such Series 2004 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 2004 Bonds.
DOCSSF1:768441.3 3
Section 6. Payment: (a) Prss�cn 1. The principal of the Series 2004 Bonds shall
be payable, when due or upon redemption prior thereto, in lawful money of the United States of
America to the person whose name 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 2004 Bonds shall be
payable in lawfull money of the United States of America to the Owner thereof as of the close of
business on the 15`s 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 $(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 $1,000,000 of outstanding Series 2004 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 2004 Bonds, payment shall be made in
immediately available funds as provided in Section 9(d) hereof.
(c) Interest and Sinking Fund. Principal and interest due on the Series 2004
Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146
of the Education Code.
Section 7. Redemption Provisions: (a) Optional Redemption. The Series 2004
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 2004 Bonds shall not be subject to optional
redemption.
Unless otherwise specified in the Bond Purchase Contract, the Series 2004 Bonds
shall be subject to optional redemption as follows: Series 2004 Bonds maturing on or before
August 1, 2014, shall not be subject to redemption prior to their respective stated maturity dates.
The Series 2004 Bonds maturing in each year beginning August 1, 2015, 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, 2014. If less than
all of the Series 2004 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 2004
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 2004 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 2004 Bonds called for redemption), together with
interest accrued thereon to the date of redemption:
D0055F1:768441.3 4
Optional
Redemption Date Redemption Price
August 1, 2014 and thereafter 100
The "redemption date" is that date on which the Bonds which are called are to be presented for
redemption.
(b) Mandatory Sinking Fund Redemption. The Series 2004 Bonds, if any,which
are designated in the Bond Purchase Contract as Series 2004 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 2004 Bonds of that
maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond
Purchase Contract may provide that the Series 2004 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 2004 Bonds as shall be necessary to accomplish the purposes of this
section.
(c) Notice of Redemption. Notice of optional, unscheduled or contingent
redemption of any Series 2004 Bonds shall be given by the Paying Agent upon the written request of
the District. Notice of any such redemption of Series 2004 Bonds shall be mailed postage prepaid,
not less than 30 not more than 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 further required in accordance with the Continuing Disclosure Certificate of the
District described in Section 15.
Each notice of redemption shall contain all of the following information:
(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;
(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;
DOCSSF1:768441.3 5
(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 CUSTP 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 further interest on such Bonds will not accrue after the designated
redemption date.
(d) Effect of Notice. A certificate of the Paying Agent or the District that notice
of call and redemption has been given to Owners and to the appropriate securities depositories and
information services as herein provided shall be conclusive as against all parties. The actual receipt
by the Owner of any Series 2004 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 (f) 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 Bonds so called for redemption after such
redemption date shall look 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) Eight-to Rescind Notice. The District may rescind any optional redemption
and notice thereof for any reason on any date prior to the date fixed for redemption by causing
written notice of the rescission to be given to the owners of the Bonds so called for redemption.
Any optional redemption and notice thereof shall be rescinded if for any reason on the date fixed
for redemption moneys are not available in the interest and sinking fund or otherwise held in trust
for such purpose in an amount sufficient to pay in full on said date the principal of,interest, and any
premium due on the Bonds called for redemption. Notice of rescission of redemption shall be
given in the same manner in which notice of redemption was originally given. The actual receipt by
the owner of any Bond of notice of such rescission shall not be a condition precedent to rescission,
and failure to receive such notice or any defect in such notice shall not affect the validity of the
rescission.
(f) Redemption Fund. Prior to or on the redemption date of any Bonds there
shall be available in the interest and sinking fund of the District, or held in trust for such purpose as
provided by law,monies for the purpose and sufficient to redeem, at the premiums payable as in this
resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in
any such escrow fund shall be applied on or after the redemption date solely for payment of
DOCSSFt:768442.3 6
principal of and premium,if any, on the Bonds to be redeemed upon presentation and surrender of
such Bonds, provided that all monies in the interest and sinking fund of the District shall be used
for the purposes established and permitted by law. Any interest due on or prior to the redemption
date shall be paid from the interest and sinking fund of the District,unless otherwise provided for to
be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and
cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise
held in trust for the payment of redemption price of the Bonds, said monies shall be held in or
returned or transferred to the interest and sinking fund of the District for payment of any
outstanding bonds of the District payable from said fund;provided,however, that if said monies are
part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for
the payment of principal of and interest on such bonds. If no such bonds of the District are at such
time outstanding, said monies shall be transferred to the general fund of the District as provided and
permitted by law.
(g) Defeasance of Bonds. If at any time the District shall pay or cause to be paid
or there shall otherwise be paid to the Owners of any or all outstanding Bonds all of the principal,
interest and premium, if any, represented by such Bonds at the times and in the manner provided
herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law
consistent herewith, then such Owners shall cease to be entitled to the obligation to levy taxes 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 (h) 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, in the opinion of a certified public accountant, to pay and discharge the indebtedness on
such Bonds (including all principal,interest and redemption premiums) at or before their respective
maturity dates.
(h) Unclaimed Monies. Any money held in any fund created pursuant to this
Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption
premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal
of all of the Bonds has become due and payable (whether by maturity or upon prior redemption)
shall be transferred to the interest and sinking fund of the District for payment of any outstanding
bonds of the District payable from said fund; or, if no such bonds of the District are at such time
outstanding, said monies shall be transferred to the general fund of the District as provided and
permitted by law.
Section 8. Paying Agent: (a) Appointment. BNY Western Trust Company, in
San Francisco, California,is hereby appointed the initial Paying Agent for the Series 2004 Bonds (the
"Paying Agent").
DOCSSFI:'768441.3 7
(b) Principal Cotporate 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 2004 Bonds shall initially mean
the office of the Paying Agent in San Francisco, California; provided, however, that in any case
"Paying Agent" shall refer to any successor paying agent/registrar or transfer agent for the Series
2004 Bonds, and "principal corporate trust office" shall include the principal corporate trust office
or other office of such successor Paying Agent designated thereby for a particular purpose.
(c) Registration Books. The Palling Agent will keep or cause to be kept at its
principal corporate trust office sufficient books for the registration and transfer of the 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,Bonds as provided in Section 9 or 10 hereof.
(d) Payment of Fees and Expenses. 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.
(e) Replacement or Resignation of Paying Agent If, at any time, the County
shall determine to replace the Paying Agent then acting hereunder, or if the Paying Agent shall
submit its resignation, then the County Treasurer shall, in his or her sole discretion, immediately
appoint a successor paying agent to act as Paying Agent hereunder; provided that, if an immediate
successor cannot be found, then the replacement or resignation of the Paying Agent shall not take
effect for a period of 30 days, unless the County Treasurer shall agree to act as paying agent
hereunder until such successor paying agent is able to assume the duties of Paying Agent hereunder.
Section 9. Transfer Under Book-Entry_System: Discontinuation of Book-Entry
System: (a) The Series 2004 Bonds shall be initially issued and registered as provided in Section 4.
Registered ownership of such Series 2004 Bonds, or any portion thereof, may not thereafter be
transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust
Company, or its nominee, or to any substitute depository designated pursuant to clause
(ii) of this section (a "substitute depository");Rjgyided, 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; prmdded, that any such substitute depository
shall be qualified under any applicable laws to provide the services proposed to be provided
by it;or
DOCSSF1:768441.3 8
(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 2004 Bonds by the Paying
Agent, together with a written request of the District or County to the Paying Agent, a new Series
2004 Bond for each maturity shall be executed and delivered in the aggregate principal amount of
the Series 2004 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 2004 Bonds by the Paying Agent together with a
written request of the District or County to the Paying Agent, new Series 2004 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 2004 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 2004 Bonds within a period of less than 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 2004 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 2004
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 2004 Bonds.
(d) So long as the outstanding Series 2004 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 2004 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.
Section 10. Transfer and Exchange: (a) Transfer. Following the termination or
removal of the depository pursuant to Section 9 hereof, any Series 2004 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 2004 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.
DOCSSP1:768441.3 9
Whenever any Series 2004 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 2004 Bond or Bonds of the same series, maturity, interest
payment mode and interest rate for a litre aggregate principal amount. The Paying Agent may
require the payment by any Owner of Series 2004 Bonds requesting any such transfer of any tax or
other governmental charge required to be paid with respect to such transfer.
No transfer of any Series 2004 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 2004 Bond has been selected for redemption in whole or in part, to and
including the designated redemption date.
(b) Exchange. The Series 2004 Bonds may be exchanged for Series 2004 Bonds
of other authorized denominations of the same maturity, interest payment mode and interest rate,by
the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender o£
such Series 2004 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 2004 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 2004 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 other governmental charge required
to be paid with respect to such exchange.
No exchange of any Series 2004 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 2004 Bond has been selected for redemption in whole or in part, to and
including the designated redemption date.
Section 11. Obligation to Levy Taxes to Pav Bonds: The money for the payment of
principal, redemption premium, if any, and interest with respect to the Series 2004 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 2004 Bonds on all property in the District
subject to taxation by the County without limitation as to rate or amount (except certain personal
property which is taxable at limited rates).
Section 12. Sale of Bonds,•Bond Purchase Contract: The Series 2004 Bonds shall
be sold to the Underwriter not later than December 31, 2004. 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 2004 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 true interest cost for the
DOCSSF1:768441.3 10
Series 2004 Bonds shall not be in excess of 7.00%, (ii) the maximum interest rate on the Series 2004
Bonds shall not be in excess of 12.00% per annum; (iii) the minimum price for the Series 2004
Bonds shall not be less than the par amount thereof; (iv) the underwriter's discount shall not exceed
1.0% of die aggregate principal amount of the Series 2004 Bonds (excluding any costs of issuance
the Underwriter agrees to pay pursuant to the Bond Purchase Contract); and (v) the Series 2004
Bonds shall otherwise conform to the limitations specified herein.
The Bond Purchase Contract shall recite the aggregate principal amount of the Series
2004 Bonds, the date thereof, the maturity dates, principal amounts and annual rates of interest of
each maturity thereof, the initial and semiannual interest payment dates 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 15230 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.
Section 13. Deposit and Investment of Proceeds: (a) The proceeds of sale of
the Series 2004 Bonds, exclusive of any premium and accrued interest received, shall be deposited in
the County treasury to the credit of the building fiord 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 2004 Bonds necessary in order to maintain the then-
current rating on the Series 2004 Bonds provided that the County Treasurer shall be a
signatory to any such investment agreement.
Section 14. Tax Covenant: The County acknowledges and relies upon the fact
that the District has represented and covenanted that it shall not take any action, or fail to take any
action, if such action or failure to take such action would adversely affect the exclusion from gross
income of the interest payable on the Series 2004 Bonds under Section 103 of the Internal Revenue
DOCSSFi,'768441.3 11
Code of 1956, as amended (the "Code"), and that it will comply with the requirements of the Tax
Certificate of the District with respect to the Series 2004 Bonds, to be entered into by the District as
of the date of issuance of the Series 2004 Bonds, and further that such representation and covenant
shall survive payment in full or defeasance of the Series 2004 Bonds,
Section 15. Continuing 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.
Section 16. Limited Responsibility 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 2004 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 in writing prior to or upon
the issuance of the Series 2004 Bonds that the information contained in such section does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they are made,
not misleading.
Section 17. A royal 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 2004 Bonds, necessary and desirable to
accomplish the transactions authorized herein.
DOCSSFI:76$441.3 12
Section 18. Effective Date: This resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this day, September 28, 2004,by the following vote:
AYES:
NOES:SUPERVISORS GIOIA,UILKEMA, GREENBERG,DeSAULNIER AND
GLOVER
ABSTAIN: NON E
ABSENT:N O N E
f'
hair of the Board of Supervisors
County of Contra Costa
ATTEST:
Clerk of the Board of Supervisor
County of Contra Costa
DOCSSFI:768441.3 13
CERTIFICATE OF THE CLERI-OF THE BOARD OF SUPERVISORS
AND COUNTY ADMINISTRATOR
I, John Sweeten, 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 28, 2004, 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 GIOIA,UILKEMA, GREENBERG, DeSAULNIER AND GLOVER
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 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 further 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 28th day of September , 2004 .
JOHN SWEETEN, Clerk of the Board of
Supervisors and County Administrator
J.
By
f;
Deputy Clerk of the Board of Supervisors
County of Contra Costa
IDCSSF1:768441.3
EXHIBIT A
[Form of Series 2004 Bond]
Number UNITED STATES OF AMERICA Amount
R-- STATE OF CALIFORNIA $
COUNTY OF CONTRA COSTA
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES 2004
Maturity Date Interest Rate Dated as of CUSIP NO.
August 1, % October 1,2004
Registered Owner: CEDE&CO.
Principal Sum: DOLLARS
On behalf of the San Ramon Valley Unified School District, County of Contra Costa, State of
California (herein called the "District"), the County of Contra Costa hereby acknowledges itself obligated to and
promises to pay, but only from taxes collected by the County for such purpose pursuant to Section 15250 of the
Education Code of the State of California,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 money of the United
States of America, and to pay interest thereon in like lawful money at the interest rate per annum stated abode,payable
commencing on August 1,2005,and thereafter on February 1 and August 1 in each year,until payment of said principal
sum. If this bond is authenticated and registered on any date prior to the close of business on July 15,2005,it shall bear
interest from the date hereof. If authenticated during the period between a Record Date (as defined below) and the
close of business on its corresponding interest payment date, it shall bear interest from such interest payment date.
Otherwise, this bond shall bear interest from the interest payment date immediately preceding the date of its
authentication.
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 the paying agent/registrar and transfer agent of the
District(herein called the"Paying Agent"),initially BNY Western Trust Company. 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 151h 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$1,000,000 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, So 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 "San
Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2004" (the `Bonds"). The
Bonds were authorized by a vote of at least 55% of the voters voting at an election duly and legally called, held and
conducted in the District on November 5, 2001 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 28,2004,and subject to the more particular terms specified in the Bond Purchase Contract executed by the
District and the County on ,2004.
DOCSSF1:768441.3 A-1
EXHIBIT A
[Form of Series 2004 Bond]
Number UNITED STATES OF AMERICA Amount
R-_ STATE OF CALIFORNIA. $
COUNTY OF CONTRA COSTA
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES 2004
Maturity Date Interest Rate Dated as of CUSIP NO.
August 1, % October 1,2004
Registered Owner: CEDE&CO.
Principal Sum: DOLLARS
On behalf of the San Ramon Valley Unified School District, County of Contra Costa, State of
California (herein called the "District"), the County of Contra Costa hereby acknowledges itself obligated to and
promises to pay, but only from taxes collected by the County for such purpose pursuant to Section 15250 of the
Education Code of the State of California,to the registered owner identified above or registered assigns,on the maturity
date set forth above or upon prior redemption hereo&the principal sum specified above in lawful money of the United
States of America, and to pay interest thereon in like lawful money at the interest rate per annum stated above,payable
commencing on August 1,2005,and thereafter on February 1 and August 1 in each year,until payment of said principal
sum. If this bond is authenticated and registered on any date prior to the close of business on July 15,2005,it shall bear
interest from the date hereof. If authenticated during the period between a Record Date (as defined below) and the
close of business on its corresponding interest payment date, it shall bear interest from such interest payment date.
Otherwise, this bond shall bear interest from the interest payment date immediately preceding the date of its
authentication.
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 the paying agent/registrar and transfer agent of the
District(herein called the"Paying Agent"),initially BNY Western Trust Company. 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 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 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 $1,000,000 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. So long as Cede & Co. or its registered assigns shall be the registered owner of this bond, payment shall be
made in immediately available fluids 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 "San
Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2004" (the `Bonds"). The
Bonds were authorized by a vote of at least 55% of the voters voting at an election duly and legally called, held and
conducted in the District on November 5, 2002. 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 28,2004, and subject to the more particular terms specified in the Bond Purchase Contract executed by the
District and the County on ,2004.
DOCSSFi:765441.3 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,interest rate,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,interest rate,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 further specified 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 litnit 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
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BOND, ELECTION OF
2002, SERIES 2004, 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
DOCSSF1:768441.3 A-2
PAYING AGENT'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL
OBLIGATION BONDS, ELECTION OF 2002, SERIES 2004, described in the within-mentioned Resolution and
authenticated and registered on
BNY WESTERN TRUST COMPANY,San Francisco,
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]
DOCSSFI:76s441.s 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.
DOCSSF1:768441.3 A-4
REDEMPTION SCHEDULE
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS
ELECTION OF 2002,SERIES 2004
Q12tional Redemption: [to come from purchase contract]
Mandalay Sinking Fund Redemption: [to come from purchase contract]
DOCSSF1:768441.3 lis-5
BOARD OF EDUCATION
OF THE
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
COUNTY OF CONTRA COSTA,STATE OF CALIFORNIA
Resolution No.9/04-0
RESOLUTION PRESCRIBING THE TERMS OF SALE OF BONDS OF SAN .RAMON
VALLEY UNIFIED SCHOOL DISTRICT, REQUESTING THE BOARD OF SUPERVISORS
OF THE COUNN`I"Y OF CONTRA COSTA TO .ISSUE AND SELL NOT TO EXCEED
$125,000,000 OF SAID BONDS BY A NEGOTIATED SALE PURSUANT TO A BOND
PURCHASE CONTRACT, APPROVING TI.3E 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 caped and regularly held pursuant to Section 15100
and following of the Education Code of the State of California in the San Ramon Valley Unified
School District, County of Contra Costa, California (herein called the "District"}, on November 5,
2002, at which a bond proposition summarized as follows was submitted to the electors of the
District:
"To renovate, upgrade and expand local schools; provide safe,
modern classrooms; relieve overcrowding replace substandard
electrical, heating and coaling systems; add new science and
technology labs; replace portable classrooms with permanent
classrooms;and to qualify for State matching funds;shall San Ramon
Valley Unified School District issue $260 million in bonds at interest
rates within the legal limit, with a citizens' oversight committee and
independent audits to ensure funds are spent only on specified school
improvements?"
and
WHEREAS, at least 55% of the votes cast on said proposition were in favor of
issuing said bonds;and
WHEREAS, $72,000,000 aggregate principal amount of said bonds,designated "San
Ramon Valley Unified School District General Obligation Bonds Election of 2002, Series 2003"
have heretofore been issued and sold;and
WHEREAS,this Board of Education of the District deems it necessary and desirable
that the Board of Supemisors 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 "San Ramon Valley
DOCSSFI:?684413
Unified School .District General Obligation Bonds, Election of 2002, Series 2004" in an aggregate
principal amount not exceeding$125,000,000, according to the terms and in the manner hereinafter
set forth.;and
WHEREAS, this Board of Education further deems it necessary and desirable to
authorize the sale of said bonds by a negotiated sale to Altura, Nelson & Co., Incorporated (the
"Underwrite) 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 Education proposed forms of a Bond Purchase Contract and an Official Statement with respect
to not to exceed $125,000,000 aggregate principal amount of San Ramon Valley Unified School
District General Obligation Bonds,Election of 2002, Series 2004, proposed to be sold;
NOW, THEREFORE, THE BOARD OF EDUCATION OF SAN RAMON
VALLEY UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND
ORDER, AS FOLLOWS:
Sem I &gitak: All of the above recitals are true and correct.
Sccfiml- Request fQr Sale gf.Bonds: Pursuant to Section 15140 and following
of the Education Code of the State of California;, the Board of Supervisors of the County is hereby
requested to sell not later than. December 31, 2004, by negotiated sale to the Underwriter, not to
exceed $125,000,000 aggregate principal amount of bonds of the San Ramon Valley Unified School
District and to designate said bonds to be sold as the "San Raman Valley Unified School District
General Obligation Bonds,Election of 2002„ Series 2004" (herein called the "Series 2004 Bonds" or
the "Bonds'. The Series 2004 Bonds shall be issued as current interest bonds, as provided in
Section 3 hereof.
The Board of Supervisors is hereby requested to provide by resolution for the terms
of the sale and issuance of the Series 2004 Bonds in accordance with the particular terms and
manner set forth herein and, with respect to such necessary or desirable terms as are not specified
herein, as the Board of Supervisors shall otherwise see fit to determine. With respect to such
necessary or desirable terms as are not finally determined by such resolution, the Board of
Supervisors is hereby requested to provide for such terms to be finally determined and set forth in
the Bond Purchase Contract approved by Section 5 hereof.
StcfigiLl Tums of 88nds: (a) Die of Bonds. The Series 2004 Bonds shall be
dated October 1,2004,or such other date as shall be set forth in the Bond Purchase Contract.
(b) Denominations. The Series 2004 Bonds shall be issued in denominations of
$5,000 principal amount or any integral multiple thereof.
(c) Writy. The Series 2004 Bonds shall mature on the date or dates, 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 2004 Bond shall mature prior to .kugust 1, 2006, and no
Series 2004 Bond shall mature later than the date which is 25 years from the date of the Series 2004
Bonds, to be determined as provided in subsection (a) of this Section. No Series 2004 Bond shall
have principal maturing on more than one principal maturity date.
DOC SSBi:7bsa4i.3 2
The aggregate principal amount of the Series 2004 Bands shall not exceed
$125,000,000.
(d) Inl= p,avrnent- The Series 2004 Bands shall bear interest at an interest
rate not to exceed 12.00% per annum, computed on the basis of a 360-day year of twelve 30-day
months, first payable on August 1, 2005, 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).
(e) QhfigafLQn. The Board of Supervisors and officers of the County are
obligated by statute to provide for the levy and collection of property taxes in each year sufficient to
pay all principal and interest coming due on the Series 2004 Bonds in such year, and to pay from
such taxes all amounts due on the Series 2004 Bonds. The District hereby requests the Board of
Supervisors to annually levy a tax upon all taxable property in the District sufficient to redeem the
Series 2004 Bonds,and to pay the principal, redemption premium,if any,and interest thereon as and
when the same become due.
, . ?A• n Provisions: The Series 2004 Bonds 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 2004 Bonds. The Series 2004 Bands shall also be
subject to mandatory sinking fund redemption, as specified in the Bond Purchase Contract and in
the Series 2004 Bonds. The Bond Purchase Contract may provide that the Series 2004 Bonds shall
not be subject to optional or mandatory sinking fund redemption.
Sec&n. . Bord, &rchase Qontract• gale of Bonds: The Bond Purchase
Contract for the Series 2004 Bonds, in substantially the form submitted to this Board of Education,
is hereby approved, and the Superintendent of the District, the Assistant Superintendent-Business
Services of the District:, or such other officer of the .District designated for the purpose (each an
"Authorized District Representative }, 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 2004 Bonds at a purchase price to
be set forth therein,p yW , that (i) the true interest cost for the Series 2004 Bonds shall not be in
excess of 7.00%, (ii) the maximum interest rate on the Series 2004 Bonds shall not be in excess of
12.00%per annum; {iii} the minimum price for the Series 2004 Bonds shall not be less than the par
amount thereof; (iv) the underwriter's discount shall not exceed 1.0% of the aggregate principal
amount of the Series 2004 Bonds (excluding any costs of issuance the Underwriter agrees to pay
pursuant to the Bond Purchase Contract); and (v) the Series 2004 Bonds shall otherwise conform to
the limitations specified herein; and provided firmrz 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 Band Purchase Contract filed herewith. The Board 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.
&-ctiorl C7fficial Stamen n : The Official Statement relating to the Series 2004
Bonds, in substantially the form on Mile with the Clerk of this Board of Education, is hereby
approved with such changes, additions and corrections as the .Authorized District Representative
may hereafter approve, and the Underwriter is hereby authorized to distribute copies of such
DO ssPi:76WI.3 3
Official Statement in preliminary form to persons who may be interested in purchasing the Series
2004 Bands. The Authorized District Representative 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 Authorized District Representative is hereby authorized
and directed to sign said Official Statement in its final farm, 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 2004 Bond.
Section IYestrr=t_Qf�_r da. Proceeds of the Series 2404 Bonds held by
the Treasurer-Tax Collector of the County (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 Authorized District
Representative,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 Authorized District
Representative,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 2004 Bonds necessary in order to maintain the
then-current rating on the Series 2004 Bands, provided that the County Treasurer shall be a
signatory to any such investment agreements
&Ql $. Ta_x Cove=ts (a) Qmrj3j. 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 2004 Bonds under Section 103 of
the Internal Revenue Code of 1986 (the "Code'}. '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 2004 Bonds (the "Tax Certificate', to be entered into by the
District on the date of issuance of the Series 2044 Bonds. The provisions of this subsection (a) shall
survive payment in full or defeasance of the Series 2004 Bonds.
(b) 'i ld 1�=Wcjj . 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 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) Macon Qlainign of Bond tmsd. 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
DOCSSF1:768441.3 4
_.
different action is required to maintain the exclusion from federal income tax of interest on the
Series 2004 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.
Section 9. Continuing Disclosure: The Authorized District Representative is
hereby authorized on behalf of the District to execute a Continuing Disclosure Certificate in
substantially the farm 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 10. A_... n v Qf&tions: The President of this Board of Education, the
Clerk of this Board of Education, the Superintendent of the District, the Assistant Superintendent-
Business Services of the.District, and any other officer of the District to whom authority is delegated
by one of the named officers for the purposes of the issuance and sale of the Series 20004 Bonds, 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, the
Continuing Disclosure Certificate; and any other certificates proposed to be distributed in
connection with the sale of the Series 2004 Fonds, and to enter into any agreements, including
depository agreements, comrnitment letters and agreements with bond insurers, and any other
agreements, letters, or representations, which any of them deem necessary or desirable to
accomplish the transactions authorized herein.
Section
1 . Notice to California Debt and Investment Advisory Commission:
The Authorized District Representative is hereby authorized and directed to cause notices of the
proposed sale and final sale of the Series 2004 Bonds to be filed in a timely manner with the
California Debt and Investment Advisory Commission pursuant to California Government Code
Section$1355.
`tion I2. E&ig with Board of S pevisQrs The Clerk of this Board of
Education is hereby authorized and directed to file a certified copy of this Resolution with the Clerk
of the Board of Supervisors of the County.
IX)C''SS1.1:768441.3 5
Section 1.3.. Effective Date: This resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this dap,September 21, 2004, by the following vote:
AYES: Buchanan, Clarkson, Gardner, Marvel, Petsuch
NOES: None
ABSENT: None
ABSTAINED: None
APPROVED:
f
c04
Pr s' ent o th and of E ucation
e on Valley Unified School District
J ff
Sefretary of the Board of Education of
the San Ramon Valley Unified School District
DOCSSFI:769441.3 6 i
EXHIBIT A
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the'`Disclosure Certificate'} is executed and delivered by the
San Ramon Valley Unified School District (the "District's in connection with the issuance of
awregato principal amount of San Ramon Valley Unified School District General
Obligation Bonds,Election of 2002, Series 2044 (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's on September 28, 2004,at the request of the Board of Education of the District by its resolution
adopted on September 21,2044. The District covenants and agrees as follows:
SECTION 1. Pijr ,woff-d isclosure Corti i at.. This Disclosure artificate 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).
SEMON ON 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 Cerdficate.
"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 interniediaries).
"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 Bond shall be registered.
"Listed Events"shall mean 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 at http://www.sec.gov/info/municipal/nrmsir.htm.
"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 15c2-12(b)(5) adopted by the Securities and Exchange Corrunission 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 Rule and recognized as such by the Securities and
Exchange Commission,as listed at http://www.sec.gDv/info/municipal/nrmsir.htm.
DOCSSFI:768"1.3 A-1
SECTION 3. P_myWm of Annual Rcp=.
(a) The District shall, or shall cause the Dissemination Agent to, not later than nine
months after the end of the District's fiscal year (currently ending June 30),commencing with the report for
the 2003-04 Fiscal Year (which is due not later than April 1, 2000,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 ether 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 mariner as for a
Listed Event under Section 5(c).
(b) Not later than 15 Business Days prier 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 Board and the State Repository,if any,in substantially the form attached
as Exhibit:A.
(c) The Dissemination Agent shall.-
(i)
hall.(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
(it) (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 cif Aumal Egp 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 District'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:
* Summary of adopted budget of the District for the current fiscal year.
District average daily attendance.
* District outstanding debt and lease obligations.
* Information regarding total assessed valuation of taxable properties within the
District,if and to the extent provided to the District by the County.
DOCSSFI:'768441.3 A-2
* 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 staternent, it must be available from the Municipal Securities Rulemaking Board. The District
shall clearly identify each such other document so included by reference.
SEC`nON 5. RcpQrtiaguf.Signift=F.w ts.
(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 defatilts;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
S. Substitution of credit or liquidity providers,or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of Bond holders;
8. Optional,unscheduled or contingent Bond calls;
9. Defeasances;
10. Release,substitution,or sale of property securing repayment of the Bonds;
11. Rating changes.
(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 Bands pursuant to the Resolution.
SECTION 6. Termaaination of Res orkug Qbligation. The District's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance,prier 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 S(c).
DOCssFa:768441.3 A-3
SECI ON 7. Dissef>mzinatio_n_ Ag=. 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.
SEMON S. Anmetmdmenr, Jaiver. Notwithstanding any other 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 Mule at
the time of the original issuance of the Bonds, -after taking into account any 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 amendnient relates to the accounting principles to be followed in preparing
financial statements, ()notice of such change shall be given in the same manner as for a Listed Event under
Section 5(c),and (it) 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. Additional Tnfcmnation. 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 fisted 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. Def ullr. 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 is or nearest to the County. A default under this Disclosure Certificate shall not be
deemed an Event of Default under the Resolution,and the sole remedy under this Disclosure Certificate in
DiMSSF1:768441.3 Ao4
the event of any failure of the District to comply with this Disclosure Certificate shall be an action to cornpel
performance.
SECTION 11. 13tn�f_ . 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 Bonds,and shall create no rights in any other person or entity.
Date:
SAN RAMON VALLEY UNIFIED SCHOOL
DISTRICT
By Lm be silmd upw+delivery of 11Z BWd.4
Robert Nessler
Superintendent
DOCSSB1:769441.3 A-5
CONTINUING DISCLOSURE EXIIBIT A
FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of District: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
Narne of Band Issue: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL
OBLIGATION BONDS,ELECTION OF 2002,SERIES 2004
Date of Issuance:
NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the
above-named Bands as required by Section 4 of the Continuing Disclosure Certificate of the District, dated
the Date of Issuance. [Ihe District anticipates that the Annual Report will be filed by ]
Dated:
SAN RAMON VALLEY UNIFIED SCI-TOOL
DISTRICT
By be sigacd QULy if
DOCSSF1:768441.3 A-I
SECRETARY'S CERTIFICATE
I, Robert Kessler, Secretary of the Board of Education of the San Ramon Valley
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 Education of said District duly and regularly held at the regular meeting
place thereof on September 21, 2044, and entered in the minutes thereof,of which meeting all of the
members of said Board of Education had due notice and at which a quorum thereof was present;
and at said meeting said resolution was adopted by the following vote:
A'C'ES: Buchanan, Clarkson, Gardner,Marvel, Petsuch
NOES: None
ABSENT: None
ABSTAINED: None
An agenda of said meeting was posted at least 72 hours before said meeting at 699
Old Orchard Drive,Danville, 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 22"a day of September, 2004.
e.
ecretary of the Board of Education of
San Ramon Valley Unified School District
DOCSSF1:768441.3 A-2
OH&S DRAFT
OF 9/3/2003
BOND PURCHASE CONTRACT
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,
ELECTION OF 2002, SERIES 2004
[Date of Sale]
Board of Supervisors
County of Contra Costa
Board of Education
San Ramon Valley Unified School District
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this Bond 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 San Ramon Valley Unified School District(the"District"),
acting through its Assistant Superintendent-Business Services. The offer made hereby is subject to
acceptance by the County and the District by execution and delivery of this Bond 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
acceptance of 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), if any are purchased, of the
aggregate original principal amount of the San Ramon Valley Unified School District General. Obligation
Bonds, Election of 2002, Series 2004 (the "Series 2004 Bonds"), at the Purchase Price designated in
Appendix A hereto ( ), which has been computed as the par amount of the Series 2004 Bonds
( ) plus original issue premium thereon ($�� ) less underwriter's discount
less the premium for a policy of municipal bond insurance { ) and other costs
of issuance of the Series 2004 Bonds ($ ) which the Underwriter agrees to pay pursuant to
Section 10 hereof, plus accrued interest from the date of the Series 2004 Bonds to the date of issuance
thereof{$ ?. The underwriter's discount does not exceed 100% of the principal amount of the
Series 2004 Bonds (excluding said costs of issuance to be paid by the Underwriter). The true interest cost for
the Series 2004 Bonds is %.
DOCSSF1:768445.1
_
2. The Series 2004 Bonds. The Series 2004 Bonds shall be issued pursuant to
Section 15140 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
September 21, 2004, and Resolution No. of the Board of Supervisors of the County, adopted on
September 28,2004(the "Resolution"}. The Series 2004 Bonds shall conform in all respects to the terms and
provisions set forth in the Resolution and in this Purchase Contract,including in Ap e�radix A hereto.
The Series 2004 Bonds shall be issued as current interest bonds. The Series 2004 Bonds
shall be dated as of October 1, 2004, and shall mature on the date or dates, in each of the years, in the
principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Series 2004 Bonds
shall be payable on August 1,2005,and semiannually thereafter on February 1 and August 1 of each year until
maturity.
The Series 2004 Bonds shall otherwise be as described in the Official Statement of the
District with respect to the Series 2004 Bonds,dated October_2004(the"Official Statement").
The Series 2004 Bonds shall be subject to optional and mandatory sinking fund redemption
on the terms and at the tunes shown in Appendix A.
The Series 2004 Bonds shall be insured by a municipal bond insurance policy to be issued by
[Insurer] (the"Insurer'D.
The Series 2004 Bonds shall be in full book-entry form. One fully registered certificate for
each maturity of the Series 2004 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 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 2004 Bonds, but neither the failure to
print such number on any Series 2004 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 2004 Bonds in accordance
with the terms of this Purchase Contract.
3. Offering. The Underwriter hereby certifies that it has made a bona fide public
offering of all the Bonds as of the date hereof at the prices shown in the table attached to Append A hereto.
On or prior to the Closing Date, the Underwriter shall provide the District with information regarding the
prices at which a representative portion of each maturity of the Bonds were sold to the public,in such form
as the District may reasonably request, for purposes of determining the yield on the Bonds.
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 2004
Bonds, dated October —, 2004 (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 2004 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 2004 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
DOCSSF1:768445.1 2
..................................
offering and sale of the Series 2004 Bonds, including, without limitation, MSRB 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 2004 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 7 business days from the date hereof, up
to 150 copies (as the Underwriter shall request) of the Official Statement of the District with respect to the
Series 2004 Bonds, signed by the Superintendent or other authorized officer 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 A_Ageements of the Court . 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 2004 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 and perform the covenants and agreements of this
Purchase Contract and the Resolution required to be observed and performed 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, modified or 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 the Series 2004 Bonds and this Purchase
Contract,and the observance and performance by the County through its officers and agents of its covenants
and agreements contained therein required to have been observed or performed 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 2004 Bonds on its part contained in this Purchase
Contract,the Resolution,and the Series 2004 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 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 to make the statements made therein, in light of the circumstances under which they were made,
not misleading.
5. Representations 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:
(a) The District is a school district duly organized and validly existing under the
Constitution and general laws of the State of California.
DOCSSF1:768445.1 3
.................
(b) The District has full legal right, power and authority to enter into this Purchase
Contract,to adopt the District Resolution, and to observe and perform the covenants and agreements of this
Purchase Contract and the District Resolution,to be observed and performed 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 the Bonds and this Purchase Contract, and the
observance and performance by the District through its officers and agents of its covenants and agreements
contained therein required to have been observed or performed 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 2004 Bonds on its part contained in this Purchase Contract, the
District Resolution,and the Series 2004 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 (a)(2) 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,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),
information provided by the Underwriter concerning the reoffering of the Series 2004 Bonds, and the
information relating to the Insurer or the municipal bond insurance policy to be issued thereby insuring
payment on the Series 2004 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 2004 Bonds,not with any investment firm controlling, controlled by or
under common control with the Underwriter.
6. Representations 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:
(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-37 with respect to the County
and the District, and is not prohibited thereby from acting as underwriter with respect to securities of the
District.
DOCSSF1:768445.1 4
(c) The Underwriter has, and has had, no financial advisory relationship with the
.District or the County with respect to the Series 2004 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)(9) hereof to provide continuing disclosure with respect to the Series 2004 Bonds is
sufficient to effect compliance with Rule 1Sc2-12.
7. Conditions to Cl, asin . (a) At or before Closing, and contemporaneously with the
acceptance of delivery of the Series 2004 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 Underwriter to rely upon the Official
Statement in connection with the resale of the Series 2004 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 the Insurer or the municipal bond insurance policy to be issued thereby
insuring payment on the Series'2004 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 2004 Bonds, the corporate existence of the District or
the County, or the entitlement of the officers of the County who have signed the Series 2004 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 2004 Bonds, to their respective
offices.
(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.
DC7CSSF1:768445.1 5
(6) the opinion of Orrick, Herrington & Sutcliffe iu, Bond Counsel with respect to
the issuance of the Series 2004 Bonds (`Bond Counsel"), addressed to the District, approving the
validity of the Series 2004 Bonds, substantially in the form set forth as Appendix C 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 2004 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 the Insurer with respect to the Series
2004 Bonds, 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 2004 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 2004 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 2004 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 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 2004 Bonds have been reoffered to the public,as described in Section 3
hereof.
(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 respect
to the Series 2004 Bonds issued by the Insurer exceeds the premium paid for said insurance,and said
premium is not unreasonable.
S. Termination. (a) By District or Counter. In the event of the District's failure to
cause the Series 2004 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.
DOCSSF1:768445.1 6
(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
2004 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) The formal declaration of war by Congress or a new major engagement in or
escalation of military hostilities by order of the President of the United States, or the
occurrence of any other declared national emergency that interrupts or causes disorder to the
operation of the financial markets in the United States for a period of more than 30 days;
(C) 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;
(D) Legislation shall have been enacted by the Congress of the United States, or passed
by and still pending before either House 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 referred for 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
2004 Bonds, or legislation shall have been enacted by the State of California which renders
interest on the Series 2004 Bonds not exempt from State of California personal income
taxes;
(E) 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 2004 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
(1) 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 2004 Bonds
or obligations of the general character of the Series 2004 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.
(2) Unexcg,s&d. In the event the Underwriter shall fail (other than for a reason
permitted by this Purchase Contract) to pay for the Series 2004 Bonds upon tender of the Series
2004 Bonds at the Closing,the Underwriter shall have no right in or to the Series 2004 Bonds.
9. Clash. At or before 9:00 a.m., California time, on October _, 2004, 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 2004 Bonds in book-entry form
DOCSSF1:768445.1 7
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 2004 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 2004 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 2004 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 2004 Bonds will be delivered through the
facilities of DTC in New York, New York, or at such other place as shall 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 Underwriter shall pay costs of issuance of the Bonds up to
$ , which expenses may include, but are not limited to: (i) the cost of the preparation and '
reproduction of the District Resolution and the Resolution; (ii) the fees and disbursements of Bond Counsel;
(iii) the costs of the preparation, printing and delivery of the Series 2004 Bonds; (iv) 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;
(v)initial rating fees of Moody's Investor Service and Standard&Poor's; (vi) fees and expenses of the Paying
Agent for the Series 2004 Bonds, and (vii) the premium for the policy of municipal bond insurance to be
issued by the Insurer. The District shall pay the balance of all such expenses from proceeds of the Series
2004 Bonds or any other source of lawfully available funds.
All other costs and expenses incurred by the Underwriter as a result of or in connection with
the purchase of the Series 2004 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)The Bond
Market Association fees; (vi) MSRB fees; (vii) costs or fees of qualifying the Series 2004 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. 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 District or the County at the respective
addresses given belov,-, and may be given to the Underwriter by delivering the same in writing to the address
of the Underwriter set forth below, or such other address as the District, County or the Underwriter may
designate by notice to the other parties.
To the District: San Ramon Valley Unified School District
699 Old Orchard Drive
Danville,CA 94526
Attn: Assistant Superintendent-Business
Services
To the County: County of Contra Costa
625 Court Street
Finance Building,Room 102
Martinez,CA 94553
DOCSSFi:768445.1
Attn: Treasurer-Tax Collector
To the Underwriter: Altura,Nelson&Co.,Incorporated
18 Crow Canyon Court,Suite 350
San Ramon,CA 94583
12. Governing La`v. The validity, interpretation and performance of this Purchase
Contract shall be governed by the laws of the State of California.
13. 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
2004 Bonds hereunder,or(b) any termination of this Purchase Contract.
14. 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.
15. Effectiveness. This Purchase Contract shall become effective upon the execution of
the acceptance hereof by the Superintendent of the District or authorized district representative and by the
County Treasurer or authorized deputy,and shall be valid and enforceable at the time of such acceptance.
DOCSSFt:768445.1 9
1& Counterparts. This Purchase Contract may be executed in several counterparts,
which together shall constitute one and the same instrument.
Respectfully submitted,
ALTURA,NELSON&CO.,INCORPORATED
By:
Authorized Officer
Accepted: October 2004 SAN RAMON VALLEY UNIFIED SCHOOL
DISTRICT
By:
Assistant Superintendent-Business Services
Accepted: October_,2004 COUNTY OF CONTRA COSTA
By:
Treasurer-Tax Collector
DOCSSF1:76W5.9 10
PURCHASE CON'T'RACT APPENDIX A
TERMS OF TIME
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,
ELECTION OF 2002, SERIES 2004
Purchase Price. Subject to the provisions of the Purchase Contract to which this
Appendix A is attached, the Purchase Price for all of the San Ramon Valley Unified School District General
Obligation Bonds,Election of 2002,Series 2004{'the Series 2004 Bonds') shall be
plus the interest accrued on the Series 2004 Bonds from their dated date to the Closing Date.
I. Payment Provisions
The Series 2004 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 Schedule A attached
hereto.
II. Optional Redemption
The Bonds maturing on or before August 1,2014,are not subject to redemption prior to
their respective stated maturity dates. Bonds maturing on and after August 1,2015,are subject to redemption
prior to their respective stated maturity dates,at the option of the District, from any source of available
funds,as a whole or in part on any date on or after August 1,2014. Bonds shall be redeemed at the following
redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption),
together with interest accrued thereon to the date of redemption:
Optional
Optional Redemption
Redemption Date Price
August 1, 2014 and thereafter 100%
III. Mandatory Sinking Fund Redemption
The bonds shown as Term Bonds in Schedule A attached hereto shall be subject to
mandatory sinking fund redemption prior to their stated maturity date, without a redemption premium, in
part by lot, from mandatory sinning fund payments in the amounts and years shown in Schedule A.
DOCSSF1:766445.1
SCHEDULE A
[Attach bond schedule, including: maturity dates, principal amounts, interest gates, yields, and
prices,sinking€und table for each term bond.]
DOCSSF1:768445.1