HomeMy WebLinkAboutMINUTES - 08082006 - C.61 TO: BOARD OF SUPERVISORS 's Contra
FROM: JOHN CULLEN, CQSta
COUNTY ADMINISTRATOR nit lr4t, yF.
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DATE: AUGUST 8, 2006 County°°srA-�oUK�`�
SUBJECT: BYRON UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS
SPECIFIC REQUEST(S)OR RECOMMENDATION(S}&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
ADOPT Resolution 2006/494 authorizing, on behalf of Byron Unified School District, the sale and
issuance of General Obligation Bonds, Series 2006 A, in a principal amount not to exceed
$11,760,000.
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 Byron Unified School District is issuing these bonds on authority granted by voter approval on
June 6, 2006.
CONSEQUENCES OF NEGATIVE ACTION
Without the Contra Costa County Board of Supervisors authorization, the Byron Unified School
District would not be able to issue the bonds, thereby delaying or preventing the implementation
of projects approved by voters.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
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_✓I COMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ION OF BOARD COMMIT
__L.4PPROVE _OTHER
r
SIGNATURE(S):
---------------- --- ------ -------- -- --= ------------------------------- — — — ACTION OF
BOARD ON .O APPROVE AS RECOMMENDED OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
V UNANIMOUS(ABSENT Y+ ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES SHOWN.
ABSENT: ABSTAIN:
ATTESTED `rj gov,e
CONTACT: Jason Crapo JOITN CULCYrN,CLERK OF THE BOARD OF SUPERVISORS
AND COUNTY ADMINISTRATQR
CC: Jason Crapo,CAO
Lisa Driscoll,CAO
Bill Pollacek,Treasurer-Tax Collector -
BY DEPUTY
RESOLUTION NO.
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF BYRON UNION
SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA) ELECTION
OF 2006, SERIES 2006A IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $11,760,000
WHEREAS, a duly called election (the "Election") was held in the Byron Union School
District (the "District"), Contra Costa County (the "County"), California, on June 6, 2006 and
thereafter canvassed pursuant to law; and
WHEREAS, at the Election there was submitted to and approved by the requisite 55% vote
of the qualified electors of the District a question as to the issuance and sale of general obligation
bonds of the District for various purposes set forth in the ballot submitted to the voters, in the
maximum principal amount of$19,700,000 payable from the levy of an ad valorem tax against the
taxable property in the District; and
WHEREAS, at this time this Board has received the resolution of the Board of Education of
the District (the "District Resolution") requesting the issuance of a series of such Bonds in an
aggregate principal amount not to exceed$11,760,000 (the"Series 2006A Bonds"); and
WHEREAS, all acts, conditions and things required by law to be done or performed have
been done and performed in strict conformity with the laws authorizing the issuance of general
obligation bonds of the District,I and the indebtedness of the District, including this proposed issue of
Series 2006A Bonds, is within all limits prescribed by law; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors.of Contra Costa
County,.Califomia, as follows:
Section 1. Purpose of Series 2006A Bonds. That for the purposes set forth in the
Election and to pay all necessary legal, financial, engineering and contingent costs in
connection therewith, the County authorizes the issuance of the.Series 2006A Bonds in the
name of the District under and subject to the terms of the California Education Code and this
resolution.
Section 2. Terms and Conditions of Sale. The Series 2006A Bonds shall be sold at
a negotiated sale upon the direction of the District's Superintendent, Assistant Superintendent
for. Business and Administrative Services, or such other person designated by the
Superintendent. The Series 2066A Bonds shall be sold pursuant to the terms and conditions
set forth in the Bond Purchase Agreement, as described below.
Section 3. Appointment of Paying Agent and Approval of Paying Agent
Agreement. This Board does hereby appoint The Bank of New York Trust Company, N.A. to
act as the Paying Agent, registrar and transfer agent (collectively, the "Paying Agent") for the
Series 2006A Bonds.
The proposed form of Paying Agent Agreement (the "Paying Agent Agreement") relating to
the Series 2006A.Bonds, by and among the District, the County and the Paying Agent, as presented
4835-5135-0017.4
to this meeting, is hereby approved and the Treasurer-Tax Collector of the County (the "Treasurer-
Tax Collector"), or a designated deputy thereof or the County Chairperson or such Chairperson's
designee is hereby authorized to execute and deliver the Paying Agent Agreement.
Section 4. Approval of Bond Purchase Agreement. The proposed form of Bond
Purchase Agreement(the``Bond Purchase Agreement") by and among the County, the District
and Piper Jaffray & Co. (the "Underwriter"), for the purchase and sale of the Series 2006A
Bonds, substantially in the form on file with the Clerk of the Board, is hereby approved and
the Treasurer-Tax Collector, or a designated deputy thereof or the County Chairperson or such
Chairperson's designee is hereby authorized to execute and deliver the Bond Purchase
Agreement, and the Superintendent of the District (the "Superintendent"), the Assistant
Superintendent for Business and Administrative Services, or such other person designated by
the Superintendent, each) alone, is hereby authorized and requested to acknowledge the
execution of such Bond Purchase Agreement, if necessary, but with such changes therein,
deletions therefrom and modifications thereto as the Treasurer-Tax Collector, or designated
deputy thereof, or the Coanty Chairperson or such Chairperson's designee may approve, such
approval to be conclusively evidenced by his or her execution and delivery thereof; provided,
however, that the maximum true interest cost on the Series 2006A Bonds shall not exceed the
maximum rate permitted by law and the underwriter's discount, excluding original issue
discount and expenses and costs of issuance paid by the Underwriter, shall not exceed 1.50%
of the aggregate principal amount of Series 2006A Bonds issued. The Treasurer-Tax
Collector, any designated deputy thereof or the County Chairperson is further authorized to
determine the principal amount of the Series 2006A Bonds to be specified in the Bond
Purchase Agreement for sale by the County Board up to $11,760,000 and to enter into and
execute the Bond Purchase Agreement with the Underwriter, if the conditions set forth in this
Resolution are satisfied.
Section 5. Certain Definitions. As used in this Resolution, the terms set forth below
shall have the meanings ascribed to them (unless otherwise set forth in the Bond Purchase
Agreement):
"Accreted Interest" means, with respect to the Capital Appreciation Bonds, the Accreted
Value thereof as of the date of calculation minus the Denominational Amount thereof.
"Accreted Value" mean), with respect to the Capital Appreciation Bonds, as of the date of
calculation, the Denominational Amount thereof, plus Accreted Interest thereon to such date of
calculation, compounded semiannually on each February 1 and August 1, commencing on February
1, 2007 (unless otherwise provided in the Bond Purchase Agreement) with respect to the Capital
Appreciation Bonds which mature on August 1 of a given year, at the stated Accretion Rate to
maturity thereof, assuming in any such semiannual period that such Accreted Value increases in
equal daily amounts on the basis of a 360-day year of twelve 30-day months.
"Accretion Rate" means, unless otherwise provided by the Bond Purchase Agreement, that
rate which, when applied to the Denominational Amount of any Capital Appreciation Bond and
compounded semiannually on each February 1 and August 1 (commencing February 1, 2007),
produces the Accreted Value on the maturity date.
4835-5135-0017.4 2
"Bond Insurer" means any insurance company which issues a municipal bond insurance
policy insuring the payment of Denominational Amount and Accreted Interest of and interest on the
Series 2006A Bonds.
"Capital Appreciation Bonds" means the Series 2006A Bonds the interest component of
which is compounded semiannually on each Interest Payment Date to maturity as shown in the table
of Accreted Value for such Series 2006A Bonds in the Bond Purchase Agreement.
"Current Interest Bonds" means the Series 2006A Bonds the interest on which is payable
semiannually on each Interest! Payment Date specified for each such Series. 2006A Bond as
designated and maturing in the years and in the amounts set forth in the Bond Purchase Agreement.
"Denominational Amou I t" means, with respect to the Capital Appreciation Bonds, the initial
purchase price thereof, which represents the principal amount thereof, and, with respect to the
Current Interest Bonds, the principal amount thereof
"Depository" means the securities depository acting as Depository pursuant to Section 5(c)
hereof.
"DTC"means The Depository Trust Company,New York,New York, a limited purpose trust
company organized under the laws of the State of New York, in its capacity as securities depository
for the Series 2006A Bonds.
"Information Services' means Bloomberg Municipal Repository, DPC Data Inc., FT
Interactive Date,or Standard &iPoor's Securities Evaluations, Inc.
"Interest Payment Date" means (unless otherwise provided by the Bond Purchase
Agreement) February 1 and August 1 of each year, commencing February 1, 2007, with respect to
the interest on the Current Interest Bonds; with respect to the principal payments on the Current
Interest Bonds, the stated maturity dates thereof, as applicable; and, with respect to the Capital
Appreciation Bonds, the stated maturity dates thereof, as applicable.
"Maturity Value" means the Accreted Value of any Capital Appreciation Bond on its
maturity date.
"Paying Agent" means The Bank of New York Trust Company, N.A., or any successor
thereto.
"Principal" or "Principal Amount" means, with respect to any Current Interest Bond, the
principal or principal amount thereof and, with respect to any Capital Appreciation Bond, the
Denominational Amount.
"Record Date"means the fifteenth day of the month preceding each Interest Payment Date.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, 22nd
Floor,New York,New York 10041-0099,Telephone: (212) 855-1000, Facsimile: (212) 855-8440.
"Term Bonds" means those Series 2006A Bonds for which mandatory redemption dates have
been established in the Bond Purchase Agreement.
4835-5135-0017.4 3
"Transfer Amount" means,. with respect to any Outstanding Current Interest Bond, the
Principal Amount and, with respect to any Capital Appreciation Bond, the Maturity Value.
Section 6. Terms of the Series 2006A Bonds.
(a) Denomination, Interest, Date of Delivery. The Series 2006A Bonds shall
be issued as bonds registered as to both Principal and interest, in the denominations of, with
respect to the CurrQ Interest Bonds, $5,000 Denominational Amount or any integral
multiple thereof(except for one odd denomination, if necessary), and with respect to the
Capital Appreciation Bonds, $5,000 Maturity Value, or any integral multiple thereof(except
for one odd denomination, if necessary). The Series 2006A Bonds will be initially
registered to"Cede&Co.," the nominee of the Depository Trust Company, New York, New
York.
Each Capital Appreciation Bond shall be dated, and shall accrete interest from, its
date of initial issuance. Capital Appreciation Bonds will not bear interest on a current basis.
Each Current Interest Bond shall be dated the date of delivery or such date as shall
appear in the Bond Purchase Agreement or the Official Statement (the "Date of Delivery"),
and shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless it is authenticated as of a day during the period from the
sixteenth day of the month next preceding any Interest Payment Date to that Interest Payment
Date, inclusive, in which event.it shall bear interest from such Interest Payment Date, or
unless it is authenticated on or before January 15, 2007, in which event it shall bear interest
from the Date of Deliver' .
The Series 2006'A Bonds shall bear or accrete interest at a rate or rates such that the
interest rates or true interest cost shall not exceed the maximum limit permitted by law.
Interest shall be payable on the respective Interest Payment Dates.
The Capital Appreciation Bonds shall mature in the years and shall be issued in the
aggregate Denominatiorial Amount set forth in the Bond Purchase Agreement and shall have
an interest rate and shall have Denominational Amounts per each $5,000 in Maturity Value
as shown in the Accreted Value Table attached to the Bond Purchase Agreement; provided
that in the event that the amount shown in such Accreted Value Table and the Accreted Value
calculated by the District and approved by the Bond Insurer by application of the definition
of Accreted Value set forth in Section 4 differ, the latter amount shall be the Accreted Value
of such Capital Appreciation Bond.
(b) Redemption.
(i) Optional Redemption. The Series 2006A Bonds may be subject to
optional redemption as provided in the Bond Purchase Agreement.
(ii) Mandatory Redemption. The Series 2006A Bonds may be subject to
mandatory redemption as provided in the Bond Purchase Agreement.
(iii) Selection of Bonds for Redemption. Whenever provision is made in
this Resolution for the redemption of Series 2006A Bonds and less than all
4835-5135-0017.4 4
Outstanding Series 2006A Bonds are to be redeemed, the Paying Agent identified
below, upon written instruction from the District, shall select Series 2006A Bonds for
redemption as so directed and if not directed, in inverse order of maturity. Within a
maturity, the Paying Agent, shall select Series 2006A Bonds for redemption by lot.
Redemption by ilot shall be in such manner as the Paying Agent shall determine;
provided, however, that the portion of any Current Interest Bond to be redeemed in
part shall be in the Principal Amount of$5,000 or any integral multiple thereof and
the portion of any Capital Appreciation Bond to be redeemed in part shall be in
integral multiples f.
of the Accreted Value per$5,000 Maturity Value thereof
(iv) Notice of Redemption. When redemption is authorized or required
pursuant to Section 5(b)(i) hereof, the Paying Agent, upon written instruction from
the District, shall give notice(a"Redemption Notice") of the redemption of the Series
2006A Bonds. Such Redemption Notice shall specify: (A) the Series 2006A Bonds
or designated portions thereof(in the case of redemption of the Series 2006A Bonds
in part but not !in whole) which are to be redeemed; (B) the date of redemption;
(C)the place or(places where the redemption will be made, including the name and
address of the Paying Agent; (D) the redemption price; (E) the CUSIP numbers, if
any, assigned to the Series 2006A Bonds to be redeemed; (F) the Bond numbers of
the Series 2006A Bonds to be redeemed in whole or in part and, in the case of any
Series 2006A Bond to be redeemed in part only, the Principal Amount of such Series
2006A Bond to be redeemed; and (G) the original issue date, interest rate or
Accretion Rate and stated maturity date of each Series 2006A Bond to be redeemed
in whole or in part. Such Redemption Notice shall further state that on the specified
date there shall (become due and payable upon each Series 2006A Bond or portion
thereof being redeemed at the redemption price thereof together with the interest
accrued or accreted to the redemption date, and that from and after such date, interest
with respect thereto shall cease to accrue or'accrete.
The Paying Agent shall take the following actions with respect to such
Redemption Noice:
(A) At least 30 but not more than 45 days prior to the redemption
date, such Redemption Notice shall be given to the respective Owners of
Bonds designated for redemption by registered or certified mail, postage
prepaid, at their addresses appearing on the bond registration books.
(B) At least 30 but not more than 45 days prior to the redemption
date, such Redemption Notice shall be given by (1) registered or certified
mail, postage prepaid; (2)telephonically confirmed facsimile transmission; or
(3) overnight delivery service,to each of the Securities Depositories.
(C) At least 30 but not more than 45 days prior to the redemption
date, such Redemption Notice shall be. given by (1) registered or certified
mail, postage prepaid; or (2) overnight delivery service, to one of the
Information Services.
Neither failure to receive or failure to publish any Redemption Notice nor any
defect in any such Redemption Notice so given shall affect the sufficiency of the
4835-5135-0017.4 5
proceedings for the redemption of the affected Series 2006A Bonds. Each check
issued or other transfer of funds made by the Paying Agent for the purpose of
redeeming Series 2006A Bonds shall bear or include the CUSIP number identifying,
by issue and maturity, the Series 2006A Bonds being redeemed with the proceeds of
such check or other transfer.
(v) Partial Redemption of Series 2006A Bonds. Upon the surrender of
any Series 2006A Bond redeemed in part only, the Paying Agent shall execute and
deliver to the Owner thereof a new Series 2006A Bond or bonds of like tenor and
maturity and o i authorized denominations equal in Transfer Amounts to the
unredeemed portion of the Series 2006A Bond surrendered. Such partial redemption
shall be valid upon payment of the amount required to be paid to such Owner, and the
County and the District shall be released and discharged thereupon from all liability
to the extent of such payment.
(vi) Effect of Notice of Redemption. Notice having been given as
aforesaid, and the moneys for the redemption(including the interest to the applicable
date of redemption) having been set aside in the District's Debt Service Fund, the
Series 2006A Bonds to be redeemed shall become due and payable on such date of
redemption.
If on such redemption date, money for the redemption of all the Series 2006A
Bonds to be redeemed as provided in Section 5(b)(i) hereof together with interest
accrued to such redemption date, shall be held by the Paying Agent so as to be
available therefor on such redemption date, and if notice of redemption thereof shall
have been given as aforesaid, then from and after such redemption date, interest with
.respect to the Series 2006A Bonds to be redeemed shall cease to accrue or accrete
and become payable. All money held by or on behalf of the Paying Agent for the
redemption of Series 2006A Bonds shall be held in trust for the account of the
Owners of the Series 2006A Bonds so to be redeemed.
All Series 2006A Bonds paid at maturity or redeemed prior to maturity
pursuant to the provisions of this Section 5 shall be cancelled upon surrender thereof
and be delivered to or upon the order of the District and the County. All or any
portion of a Series 2006A Bond purchased by the District or the County shall be
cancelled by the Paying Agent.
(vii) Series 2006A Bonds No Longer Outstanding. When any Series
2006A Bonds. or portions thereof, which have been duly called for redemption prior
to maturity under the provisions of this Resolution, or with respect to which
irrevocable instructions to call for redemption prior to maturity at the earliest
redemption date have been given to the Paying Agent, in form satisfactory to it, and
sufficient moneys shall be held by the Paying Agent irrevocably in trust for the
payment of the redemption price of such Series 2006A Bonds or portions thereof,
and, in the case of Current Interest Bonds, accrued interest with respect thereto to the
date fixed for redemption, all as provided in this Resolution, then such Series 2006A
Bonds shall no longer be deemed Outstanding and shall be surrendered to the Paying
Agent for cancellation.
4835-5135-0017.4 6
(c) Book-EI try System.
(i) Definitions. As used in this Section, the terms set forth below shall
have the meanings ascribed to them:
"Nominee' means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to this Section.
"Participants" means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds book-entry certificates
as securities depository.
(ii) Election of Book Entry System. The Series 2006A Bonds shall
initially be.delivered in the form of a separate single fully registered bond (which
may be typewritten) for each maturity date of such Series 2006A Bonds in an
authorized denomination(except for any odd denomination Bond). The ownership of
each such Series 2006A Bond shall be registered in the bond register, as defined
below, in the name of the Nominee, as nominee of the Depository and ownership of
the Series 2006A Bonds, or any portion thereof may not thereafter be transferred
except as provided in Section 5(c)(ii)(D).
With respect to book-entry Series 2006A Bonds, the District and the Paying
Agent shall have no responsibility or obligation to any Participant or to any person on
behalf of which such a Participant holds an interest in such book-entry Series 2006A
Bonds. Without limiting the immediately preceding sentence, the District and the
Paying Agent shall have no responsibility or obligation with respect to (A) the
accuracy of theI records of the Depository, the Nominee or any Participant with
respect to any ownership interest in book-entry Series 2006A Bonds; (B)the delivery
to any Participant or any other person, other than an owner as shown in the bond
register, of any notice with respect to book-entry Series 2006A Bonds, including any
notice of redemption; (C)the selection by the Depository and its Participants of the
beneficial interests in book-entry Series 2006A Bonds to be prepaid in the event the
District redeemis the Series 2006A Bonds in part; or (D)the payment by the
Depository or any Participant or any other person, of any amount with respect to
Accreted Value!, Principal, premium, if any, or interest on the book-entry Series
2006A Bonds. I he District and the Paying Agent may treat and consider the person
in whose name each book-entry Series 2006A Bond is registered in the bond register
as the absolute I owner of such book-entry Series 2006A Bond for the purpose of
payment of Accreted Value or Principal of, and premium and interest on and to such
Series 2006A Bond, for the purpose of giving notices of redemption and other
matters with respect to such Series 2006A Bond, for the purpose of registering
transfers with respect to such Series 2006A Bond, and for all other purposes
whatsoever. The Paying Agent shall pay all Accreted Value or Principal of and-
premium,.if any, and interest on the Series 2006A Bonds only to or upon the order of
the respective owner, as shown in the bond register, or his respective attorney duly
authorized in writing, and all such payments shall be valid and effective to fully .
satisfy and discharge the District's obligations with respect to payment of Accreted
Value or Principal of, and premium, if any, and interest on the Series 2006A Bonds to
the extent of the sum or sums so paid. No person other than an owner, as shown in
4835-5135-0017.4 7
I
the bond register, shall receive a certificate evidencing the obligation to make
payments of Accreted Value or Principal of and premium, if any, and interest on the
Series 2006A Bonds. Upon delivery by the Depository to the owner and the.Paying
Agent, of written notice to the effect that the Depository has determined to substitute
a new nominee in place of the Nominee, and subject to the provisions herein with
respect to the Record Date, the word Nominee in this Resolution shall refer to such
nominee of the Depository.
(A) Delivery of Letter of Representations. In order to qualify the
book-entry Series 2006A Bonds for the Depository's book-entry system, the
District and the Paying Agent shall execute and deliver to the Depository a
Letter of Representations. The execution and delivery of a Letter of
Representations shall not in any way impose upon the District or the Paying
Agent any obligation whatsoever with respect to persons having interests in
such book-entry Series 2006A Bonds other than the owners, as shown on the
bond register. By executing a Letter of Representations, the Paying Agent
shall agree to take all action necessary at all times so that the District will be
in compliance with all representations of the District in such Letter of
Representations. In addition to the execution and delivery of a Letter of
Representations, the District and the Paying Agent shall take such other
actions, not inconsistent with this Resolution, as are reasonably necessary to
qualify book-entry Series 2006A Bonds for the Depository's book-entry
program
(B) Selection of Depository. In the event (1) the Depository
determines not to continue to act as securities depository for book-entry
Series 2606A Bonds; or (2) the District determines that continuation of the
book-entry system is not in the best interest of the beneficial owners of the
Series 2006A Bonds or the District, then the District will discontinue the
book-entry system with the Depository. If the District determines to replace
the Depository with another qualified securities depository, the District shall
prepare or direct the preparation of a new single, separate, fully registered
bond foi each maturity date of such book-entry Series 2006A Bond,
registered in the name of such successor or substitute qualified securities
depository or its Nominee as provided in clause D below. If the District fails
to identi.y another qualified securities depository to replace the Depository,
then the(Series 2006A Bonds shall no longer be restricted to being registered
in such bond register in the name of the Nominee, but shall be registered in
whatever name or names the owners transferring or exchanging such Series
2006A Bonds shall designate, in accordance with the provisions of this
Section 5(c).
(C) Payments to Depository. Notwithstanding any other
provision of this Resolution to the contrary, so long as all outstanding Series
2006A Bonds are held in book-entry and registered in the name of the
Nominee, all payments by the District or the bond register with respect to
Accreted Value or Principal of and premium, if any, or interest on the Series
2006A Bonds and all notices with respect to such Series 2006A Bonds shall
be made and given, respectively to the Nominees, as provided in the Letter of
4835-5135-0017.4 8
Representations or as otherwise instructed by the Depository and agreed to by
the Paying Agent notwithstanding any inconsistent provisions herein.
(D) Transfer of Series 2006A Bonds to Substitute Depository.
(1) The Series 2006A Bonds shall be initially issued as
described in the Official Statement described herein. Registered
ownership of such Series 2006A Bonds, or any portions thereof; may
not thereafter be transferred except:
(aa) to any successor of DTC or its nominee, or of
any substitute depository designated pursuant to
Section 5(c)(ii)(D)(1)(bb) ("Substitute Depository"); provided
that any successor of DTC or Substitute Depository shall be
qualified under any applicable laws to provide the service
proposed to be provided by it;
(bb) to any Substitute Depository, upon (x) the
resignation of DTC or its successor (or any Substitute
Depository or its successor) from its functions as depository;
or (y) a determination by the District that DTC, or its
successor, is no longer able to carry out its functions as
depository; provided that any such Substitute Depository shall
be qualified under any applicable laws to provide the services
proposed to be provided by it; or
(cc) to any person as provided below, upon (x) the
resignation of DTC or its successor (or any Substitute
Depository or its successor) from its functions as depository;
or (y) a determination by the District that DTC, or its
successor is no longer able to carry out its functions as
depository.
(2) In the case of . any . transfer pursuant to
Section 5(c)(ii)(D)(1)(aa) or (bb), upon receipt of all outstanding
Series 2006A Bonds by the Paying Agent, together with a written
request of the District to the Paying Agent designating the Substitute
Depository, a single new Series 2006A Bond, which the District shall
prepare or cause to be prepared, shall be executed and.delivered for
each maturity of Series 2006A 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. In the case of any transfer pursuant to Section
5(c)(ii)(13)(1)(cc), upon receipt of all outstanding Series 2006A Bonds
0 the Paying Agent, together with a written request'of the District to
the Paying Agent, new Series 2006A Bonds, which the District shall
prepare or cause to be prepared, shall be executed and delivered in
I
uch denominations and registered in the names of such persons as
are requested in such written request of the District; provided that the
4835-5135-0017.4 9
Paying Agent shall not be required to deliver such new Series 2006A
Bonds within a period of less than 60 days from the date of receipt of
such written request from the District.
f (3) In the case of a partial redemption or an advance
refunding of any Series 2006A Bonds evidencing a portion of the
Maturity Value or Principal maturing in a particular year, DTC or its
successor (or any Substitute Depository or its successor) shall make
an appropriate notation on such Series 2006A Bonds indicating the.
date and amounts of such reduction in Maturity Value or Principal, in
form acceptable to the Paying Agent, all in accordance with the Letter
of Representations. The Paying Agent shall not be liable for such
Depository's failure to make such notations or errors in making such
notations.
(4) The District and the Paying Agent shall be entitled to
treat the person in whose name any Series 2006A Bond is registered
as the owner thereof for all purposes of this Resolution and any
applicable laws, notwithstanding any notice to the contrary received
by the Paying Agent or the District; and the District and the Paying
Agent shall not have responsibility for transmitting payments to,
communicating with, notifying, or otherwise dealing with any
beneficial owners of the Series 2006A Bonds. Neither the District nor
the Paying Agent shall have any responsibility or obligation, legal or
otherwise, to any such beneficial owners or to any other party,
including DTC or its successor (or Substitute Depository or its
successor), except to the Owner of any Series 2006A Bonds, and the
Paying Agent may rely conclusively on its records as to the identity of
the owners of the Series 2006A Bonds.
Section 7. Execultion of Series 2006A Bonds. The Series 2006A Bonds shall be
signed by the Chairperson of the Board of Supervisors and the Treasurer-Tax Collector by
their manual or facsimile signatures and countersigned by the manual or facsimile signature of
and the seal of the County affixed thereto by the Clerk of the Board of Supervisors, all in their
official capacities. No Senes 2006A Bond shall be valid or obligatory for any purpose or shall
be entitled to any security or benefit under this Resolution unless and until the certificate of
authentication printed on the Series 2006A Bond is signed by the Paying Agent as
authenticating agent. Authentication by the Paying Agent shall be conclusive evidence that the
Series 2006A Bond so authenticated has been duly issued, signed and delivered under this
Resolution and is entitled to the security and benefit of this Resolution.
Section 8. Paying Agent; Transfer and Exchange. So long as any of the Series
2006A Bonds remains outstanding, the District will cause the Paying Agent to maintain and
keep at its principal office all books and records necessary for the registration, exchange and
transfer of the Series 2006A Bonds as provided in this Section. Subject to the provisions of
Section 8 below, the person in whose name a Series 2006A Bond is registered on the bond
register shall be regarded as the absolute owner of that Series 2006A Bond for all purposes of
this Resolution. Payment of or on account of the Principal or Accreted Value of and premium,
if any, and interest on any Series 2006A Bond shall be made only to or upon the order of that
4835-5135-0017.4 10
person; neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary, but the registration may be changed as provided in this Section. All such
payments shall be valid and effectual to satisfy and discharge the District's liability upon the
Series 2006A Bonds, including interest,to the extent of the amount or amounts so paid.
Any Series 2006A Bond may be exchanged for Series 2006A Bonds of like tenor, maturity
and Transfer Amount upon presentation and surrender at the principal office of the Paying Agent,
together with a request for exchange signed by the Owner or by a person legally empowered to do so
in a form satisfactory to the Paying Agent. A Series 2006A Bond may be transferred on the bond
register only upon presentation and surrender of the Series 2006A Bond at the principal office of the.
Paying Agent together with an assignment executed by the Owner or by a person legally empowered
to do so in a form satisfactory to the Paying Agent. Upon exchange or transfer, the Paying Agent
shall complete, authenticate and deliver a new Series 2006A Bond or Series 2006A Bonds of like
tenor and of any authorized denomination or denominations requested by the Owner equal to the
Transfer Amount of the Series 2006A Bond surrendered and bearing or accruing interest at the same
rate and maturing on the same date. Capital Appreciation Bonds and Current Interest Bonds may not
be exchanged for one another.
If any Series 2006A Bond shall become mutilated, the County, at the expense of the Owner
of said Series 2006A Bond, shall execute, and the Paying Agent shall thereupon authenticate and
deliver, a new Series 2006A Bond of like series, tenor and Transfer Amount in exchange and
substitution for the Series 2006A Bond so mutilated, but only upon surrender to the Paying Agent of
the Series 2006A Bond so mutilated. If any Series 2006A Bond issued hereunder shall be lost,
destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Paying.Agent
and, if such evidence be satisfactory to the Paying Agent and indemnity for the Paying Agent, the
County(including the Board of Supervisors, and its officials, officers, agents and employees) and the
District satisfactory to the PayirIg Agent shall be given by the owner, the County, at the expense of
the Series 2006A Bond owner, shall execute, and the Paying Agent shall thereupon authenticate and
deliver, a new Series 2006A Bond of like Series 2006A Bond tenor in lieu of and in substitution for
the Series 2006A Bond so lost, destroyed or stolen (or if any such Series 2006A Bond shall have
matured or shall have been called for redemption, instead of issuing a substitute Series 2006A Bond
the Paying Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory
to the Paying Agent and the County). The Paying Agent may require payment of a reasonable fee for
each new Series 2006A Bond issued under this paragraph and of the expenses which may be incurred
by the County and the Paying Agent.
If manual signatures on(behalf of the County are required in connection with an exchange or
transfer, the Paying Agent shall undertake the exchange or transfer of Series 2006A Bonds only after
the new Series 2006A Bonds are signed by the authorized officers of the County. In all cases of
exchanged or transferred Series 2006A Bonds, the County shall sign and the Paying Agent shall
authenticate and deliver Series 2006A Bonds in accordance with the provisions of this Resolution.
All fees and costs of transfer shall be paid by the requesting party. Those charges may be required to
be paid before the procedure is begun for the exchange or transfer. All Series 2006A Bonds issued
upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt,
and entitled to the same security and benefit under this Resolution as the Series 2006A Bonds
surrendered upon that exchange or transfer.
Any Series 2006A Bond surrendered to the Paying Agent for payment, retirement, exchange,
replacement or transfer shall be cancelled by the Paying Agent. The District and the County may at
4835-5135-0017.4 I l
I
any time deliver to the Paying Agent for cancellation any previously authenticated and delivered
Series 2006A Bonds that the District and the County may have acquired in any manner whatsoever,
and those Series 2006A Bonds shall be promptly cancelled by the Paying Agent. Written reports of
the surrender and cancellation of Series 2006A Bonds shall be made to the District and the County by
the Paying Agent on or before February 1 and August 1 of each year. The cancelled Series 2006A
Bonds shall be retained for six years, then returned to the District or destroyed by the Paying Agent
as directed by the District
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any Series 2006A Bonds during a period beginning with the opening of business on the fifteenth
business day next preceding either any Interest Payment Date or any date of selection.of Series
2006A Bonds to be redeemed and ending with the close of business on the Interest Payment Date or
any day on which the applicable notice of redemption is given; or (b) to transfer any Series 2006A
Bonds which have been selected or called for redemption in whole or in part.
Section 9. Payment. Payment of interest on any Current Interest Bond on any
Interest Payment Date shall be made to the person appearing on the registration books of the
Paying Agent as the Owner thereof as of the Record Date immediately preceding such Interest
Payment Date, such interest to be paid by check mailed to such Owner on the Interest Payment
Date at his address as it appears on such registration books or at such other address as he may
have filed with the Paying Agent for that purpose on or before the Record Date. The Owner in
an aggregate Principal Amount or Maturity Value of $1,000,000 or more may request in
writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank and
account number on file with the Paying Agent as of the Record Date. The Principal, and
redemption price, if any,ipayable on the Current Interest Bonds and the Accreted Value and
redemption price, if any, on the Capital Appreciation Bonds shall be payable upon maturity or
redemption upon surrender at the principal office of the Paying Agent. The interest, Accreted
Value, Principal and premiums, if any, on the Series 2006A Bonds shall be payable in lawful
money of the United States of America. The Paying Agent is.hereby authorized to pay the
Series 2006A Bonds when duly presented for payment at maturity, and to cancel all Series
2006A Bonds upon payment thereof. The Series 2006A Bonds are general obligations of the
District and do not constitute an obligation of the County except as provided in this County
Resolution. No part of any fund of the County is pledged or obligated to the payment of the
Series 2006A Bonds.
Section 10: Form of Series 2006A Bonds. The Series 2006A Bonds shall be in
substantially the following forms, allowing those officials executing the Series 2006A Bonds
to make the insertions and deletions necessary to conform the Series 2006A Bonds to this
Resolution and the Bond Purchase Agreement.
I hereby certify that this Is a true and correct
copy of an action taken and entbred an the
minutes of the Board of Supervisors on the
date shown.
ATTESTED: � � o�
JOHN CULLER,Clerk of the Board
ofSupervis a yntyAdminIstrator
BY Deputy
4835-5135-0017.4 12
[FORM OF CURRENT INTEREST BOND]
REGISTERED REGISTERED
NO. $
BYRON UNION SCHOOL DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA
GENERAL OBLIGATION BONDS
EILECTION OF 2006, SERIES 2006A
Interest Rate Maturity Date Original Issue Date CUSIP
per annum A i gust 1,20_ Date of Delivery
REGISTERED OWNER: CEDE &CO.
PRINCIPAL AMOUNT:
The Byron Union School District (the "District') in Contra Costa County, California (the
"County"), for value received, promises to pay to the Registered Owner named above, or registered
assigns, the Principal Amount on the Maturity Date, each as stated above, and.interest thereon until
the Principal Amount is paid or provided for at the Interest Rate stated above, on February 1 and
August 1 of each year(the"Interest Payment Dates"), commencing February 1, 2007. This bond will
bear interest from the Interest Payment Date next preceding the date of authentication hereof unless it
is authenticated as of a day during the period from the sixteenth day of the month next preceding any
Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest
from such Interest Payment Date, or unless it is authenticated on or before January 15, 2007, in
which event it shall bear interest from the Date of Delivery. Principal and interest are payable in
lawful money of the United States of America, without deduction for the paying agent services, to
the person in whose name this Bond (or, if applicable, one or more predecessor bonds) is registered
(the "Registered Owner") on the Register maintained by the Paying Agent, initially The Bank of
New York Trust Company, N.A., San Francisco, California. Principal is payable upon presentation
and surrender of this Bond at the principal office of the Paying Agent. Interest is payable by check
or draft mailed by the Paying Agent on each Interest Payment Date to the Registered Owner of this
Bond (or one or more predecessor bonds) as shown and at the address appearing on the Register at
the close of business on the fifteenth day of the calendar month next preceding that Interest Payment
Date(the"Record Date"). The Owner of Current Interest Bonds in the aggregate principal amount of
$1,000,000 or more may request in writing to the Paying Agent that the Owner be paid interest by
wire transfer to the bank and account number on file with the Paying Agent as of the Record Date.
This bond is one of an authorization of$ of bonds approved for the purpose of
raising .money to -repair and construct classrooms and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the laws
of the State of California, and the requisite 55% vote of the electors of the District cast at a special
election held on June 6, 2006, upon the question of issuing bonds in the amount of$19,700,000 and
the resolution of the Board of Education of the District adopted on , 2006.(the "District
Resolution") and the resolution of the County Board of Supervisors adopted on , 2006 (the
"County Resolution"). This bond and the issue of which this Bond is one are payable as to both
4835-5135-0017.4 13
principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to
such taxes in the District, which taxes are unlimited as to rate or amount in accordance with
California Education Code Sections 15250 and 15252. The bonds of this issue are general
obligations of the District and do not constitute an obligation of the County except as provided in the
County Resolution. No part ofany fund of the County is pledged or obligated to the payment of the
bonds of this issue.
The bonds of this issue are comprised of$ principal amount of Current Interest
Bonds, of which this Bond is a ipart (a "Current Interest Bond"), and Capital Appreciation Bonds of
which $ represerits the Denominational Amount and $ represents the
Maturity Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount, as defined in the CouniY Resolution, and in authorized denominations at the principal office
of the Paying Agent in San Francisco, California, by the Registered Owner or by a person legally
empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations
and conditions provided in the County Resolution. All fees and costs of transfer shall be paid by the
transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner
as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal
or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall
be affected by any notice to the contrary.
Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer
any bond during a period beginning with the opening of business on the fifteenth business day next
preceding either any Interest Payment Date or any date of selection of bonds to be redeemed and
ending with the close of business on the Interest Payment Date or day on which the applicable notice
of redemption is given; or (b) to transfer any bond which has been selected or called for redemption
in whole or in part.
The Current Interest Bonds maturing on or before August 1, 20_ are not subject to
redemption prior to their fixed maturity dates. The Current Interest Bonds maturing on or after
August 1, 20_are subject to redemption on or after August 1, 20_at the option of the District as a
whole or in part. on any date at the following Redemption Prices (expressed as percentages of the
Principal Amount of the Current Interest Bonds to be redeemed) plus interest accrued thereon to the
dates fixed for redemption:
Redemption Periods Redemption Prices
The Current Interest Bonds maturing on August 1, 20_are subject to mandatory redemption
from moneys in the Debt Service Fund prior to their stated maturity date, at the Principal Amount
thereof without premium on each August 1, on and after August 1, 20_, in the Principal Amounts as
set forth in the following table:
4835-5135-0017.4 14
Redemption Dates
(August 1) Principal Amounts
If less than all of the bonds of any one maturity shall be called for redemption, the particular
bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by the District in
such manner as the District in its discretion may determine; provided, however, that the portion of
any bond to be redeemed shall lie in the principal amount of$5,000 or some multiple thereof. If less
than all of the bonds stated to mature on different dates shall be called for redemption, the particular
bonds or portions thereof to bei redeemed shall be called in any order of maturity selected by the
District or, if not so selected, in the inverse order of maturity.
Reference is made to the County Resolution for a more .complete description of the
provisions, among others, with respect to the nature and extent of the security for the bonds of this
series, the rights, duties and obligations of the District, the County, the Paying Agent and the
Registered Owners, and the terms and conditions upon which the bonds are issued and secured. The
Registered Owner of this Bond'assents, by acceptance hereof, to all of the provisions of the County
Resolution. ,
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations.of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; that no statutory or constitutional limitation on
indebtedness or taxation has been exceeded in issuing the bonds; and that due provision has been
made for levying and collecting ad valorem property taxes on all of the taxable property within the
District in an amount sufficient io pay principal and interest when due, and for levying and collecting
such taxes the full faith and credit of the District are hereby pledged.
This Bond shall not be Ivalid or obligatory for any purpose and shall not be entitled to any
security or benefit under the County Resolution until the Certificate of Authentication below has
been signed.
4835-5135-0017.4 15
I�
IN WITNESS WHEREOF, the Byron Union School District, Contra Costa County,
California, has caused this Bond to be executed on behalf of the District and in their official
capacities by the manual or facsimile signatures of the Chairperson of the Board of Supervisors of
the County and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of
the County to be affixed hereto,all as of the date stated above.
[SEAL] CONTRA COSTA COUNTY, CALIFORNIA
By (Facsimile Signature)
,Chairperson, Board of
Supervisors
By (Facsimile Signature)
Treasurer-Tax Collector
COUNTERSIGNED:
By (Facsimile Signature)
Clerk, Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This Bond is one of the bonds described in the County Resolution referred to herein which
has been authenticated and registered on , 2006.
jform of bond only: do not signl
Paying Agent
4535-5135-0017.4 16
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to (print or typewrite
name, address and zip code of Transferee): this bond and
irrevocably constitutes and appoints attorney to transfer this Bond on the books for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this
assignment must correspond with the name as it
appears upon the within bond in every particular,
without alteration or any change whatever, and
the signature(s) must be guaranteed by an
eligible guarantor institution.
Social Security Number, Taxpayer Identification
Number or other identifying number of
Assignee:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede& Co. or,such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
4835-5135-0017.4 17
[FORM OF CAPITAL APPRECIATION BOND]
REGISTERED REGISTERED
NO. $
BYRON UNION SCHOOL DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA
GENERAL OBLIGATION BONDS
ELECTION OF 2006, SERIES 2006A
Accretion Rate Maturity Date Original Issue Date CUSIP
_%per annum August 1, 20_ Date of Delivery
REGISTERED OWNER: CEDE &CO.
DENOMINATIONAL AMOUNT:
MATURITY VALUE:
The Byron Union Sch Mol District (the "District") in Contra Costa County, California (the
"County"), for value received, promises to pay to the Registered Owner named above, or registered
assigns, the Maturity Value on Ithe Maturity Date, each as stated above, such Maturity Value being
comprised of the Denominational Amount and interest accreted thereon. This bond will not bear
current interest but will accrete interest, compounded on each February 1 and August 1, commencing
February 1, 2007, and, at the Accretion Rate specified above to the Maturity Date, assuming that in
any such semiannual period the sum of such compounded accreted interest and the Denominational
Amount(such sum being herein called the"Accreted Value") increases in equal daily amounts on the
basis of a 360-day year consisting.of twelve 30-day months. Accreted Value and redemption
premium, if any, are payable in lawful money of the United States of America, without deduction for
the paying agent services, to the person in whose name this Bond (or, if applicable, one or more
predecessor bonds) is registered (the "Registered Owner") on the Register maintained by the Paying
Agent, initially The Bank of New York Trust Company, N.A., San Francisco, California. Accreted
Value and redemption premium, if any, are payable upon presentation and surrender of this Bond at
the principal office of the Paying Agent.
This bond is one of an authorization of$ of bonds approved for the purpose of
raising money to repair and acquire District facilities and to pay all necessary legal, financial,
engineering and contingent costs in connection therewith under authority of and pursuant to the laws
of the State of California, and the requisite 55% vote of the electors of the District cast at an election
held on June 6, 2006, upon the question of issuing bonds in the amount of $19,700,000 and the
resolution of the Board of Education of the District adopted on , 2006 (the "District
Resolution") and the resolution of the County Board of Supervisors adopted on , 2006 (the
"County Resolution"). This bond and the issue of which this Bond is one are payable as to both
principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to
such taxes in the District, which taxes are unlimited as to rate or amount in accordance with
California Education Code Sections 15250 and 15252. The bonds of this issue are general
obligations of the District and do not constitute an obligation of the County except as provided in the
4835-5135-0017.4 18
County Resolution. No part of any fund of the County is pledged or obligated to the payment of the
bonds of this issue.
The bonds of this issue are comprised of $ principal amount of Current
Interest Bonds(each a"Current Interest Bond"), and Capital Appreciation Bonds, of which this Bond
is a part, in the Denominational Amount of$ and the Maturity Value of$
This Bond is not subject to optional redemption prior to maturity.
This Bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount, as defined in the County Resolution, and in authorized denominations at the principal office
of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, in a form
satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the
County Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the
County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this
Bond for the purpose of receiving payment of or on account of principal or interest and for all other
purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to
the contrary.
Neither the District, the County nor the Paying Agent will be required(a) to issue or transfer
any bond during a period beginning with the opening of business on the fifteenth business day next
preceding either any Interest Payment Date or any date of selection of bonds to be, redeemed and
ending with the close of business on the Interest Payment Date or day on which the applicable notice
of redemption is given; or (b) to transfer any bond which has been selected or called for redemption
in whole or in part.
The bonds maturing on August 1, 20_are subject to mandatory redemption from moneys in
the Debt Service Fund prior to their stated maturity date, at the Accreted Value thereof without
premium on the dates and in the
Accreted Value as set forth in the following table:
Redemption Dates
(August 1) Principal Amounts
Reference is made to the County Resolution fora more complete description of the
provisions, among others, with respect to the nature and extent of the security for the Capital
Appreciation Bonds of this series, the rights, duties and obligations of the District, the County, the
Paying Agent and the Registered Owners, and the terms and conditions upon which the bonds are
issued and secured. The Registered Owner of this Bond assents, by acceptance hereof, to all of the
provisions of the County Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws of
the State of California to exist, to occur and to be performed or to have been met precedent to and in
the issuing of the bonds in order to make them legal, valid and binding general obligations of the
District, have been performed and have been met in regular and due form as required by law; that
payment in full for the bonds has been received; that no statutory or constitutional limitation on
indebtedness or taxation has been exceeded in issuing the bonds; and that due provision has been
made for levying and collecting ad valorem property taxes on all of the taxable property within the
4835-5135-0017.4 19
District in an amount sufficient to pay principal and interest when due, and for levying and collecting
such taxes the full faith and credit of the District are hereby pledged.
This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the County Resolution until the Certificate of Authentication below has
been signed.
4835-5135-0017.4 20
IN WITNESS WHEREOF, the Byron Union School District, Contra Costa County,
California, has. caused this Bond to be executed on behalf of the District and in their official
capacities by the manual or facsimile signatures of the Chairperson of the Board of Supervisors of
the County and the County Treasurer-Tax Collector, and to be countersigned by the manual or
facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of
the County to be affixed hereto, all as of the date stated above.
[SEAL] CONTRA COSTA COUNTY, CALIFORNIA
By (Facsimile Signature)
Chairperson, Board of
Supervisors
By (Facsimile Signature)
Treasurer-Tax Collector
COUNTERSIGNED:
By (Facsimile Signature)
Clerk,iBoard of Supervisors
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the County Resolution referred to herein which
has been authenticated and registered on , 2006.
jform of bond only: do not sign]
Paying Agent
4835-5135-0017.4 21
ASSIGNMENT
FOR VALUE RECENED, the undersigned sells, assigns and transfers to (print or typewrite
name, address and zip code ofTransferee): this Bond and
irrevocably constitutes and appoints attorney to transfer this Bond on the books for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this
assignment must correspond with the name as it
appears upon the within bond in every particular,
without alteration or any change whatever, and
the signature(s) must be guaranteed by an
eligible guarantor institution.
Social Security Number, Taxpayer Identification
Number or other identifying number of
Assignee:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede& Co. or such other name as requested by an.
authorized representative of The Depository Trust Company and any payment is made to Cede&
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
4835-5135-0017.4 22
Section 11. Delivery of Series 2006A Bonds. The proper officials of the County
shall cause the Series 2006A Bonds to be prepared and, following their sale, shall have the
Series 2006A Bonds signed and delivered, together with a true transcript of proceedings with
reference to the issuance of the Series 2006A Bonds, to the Underwriter upon payment of the
purchase price therefor.
Section 12. Deposit of Proceeds of Series 2006A Bonds. The County hereby
establishes the "Byron Union School District Building Fund" (the "Building Fund"), which
shall be kept separate and distinct from all other District and County funds, and the "Series
2006A Building Account" (the "Series 2006A Building Account") therein, into which the
Treasurer-Tax Collector is requested to deposit the proceeds from the sale of the Series 2006A
Bonds, to the extent of the Denominational Amount and the Principal Amount thereof. Such
proceeds shall be used solely for the purpose for which the Series 2006A Bonds are being
issued; and provided further that such proceeds shall be applied solely to authorized purposes.
The accrued interest and any premium received by the County from the sale of the Series
2006A Bonds shall be kept separate and apart in the fund hereby created and established and to
be designated as the "Byron Union School District Debt Service Fund" (the "Debt Service
Fund") for the Series 2006A Bonds and used only for payment of Accreted Value or Principal
of and interest on the Series 2006A Bonds. Interest earnings on moneys.held in the Series
2006A Building Account shall be retained in the Series 2006A Building Account. Interest
earnings on moneys held lin the Debt Service Fund shall be retained in the Debt Service Fund.
Any excess proceeds of the Series 2006A Bonds not needed for the authorized purposes set
forth herein for which they Series 2006A Bonds are being issued shall be transferred to the Debt
Service Fund and applied to the payment of Accreted Value or Principal of and interest on the
Series 2006A Bonds. If, after payment in full of the Series 2006A Bonds, there remain excess
proceeds, any such excess amounts shall be transferred to the General Fund of the District.
Subject to federal tax restrictions, moneys in the funds created hereunder shall be invested in
any lawful investment permitted by Sections 16429.1 and 53601 of the Government Code of the
State of California (the "Government Code") or in shares in a California common law trust
established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests
exclusively in investments permitted by Section 53635 of the Government Code, in LAIF, or in a
guaranteed investment contract with a financial institution or insurance company which has at the
date of execution thereof one or more outstanding issues of unsecured, uninsured and unguaranteed
debt obligations or a claims paying ability rated not lower than the second highest rating category
(without regard to subcategories) by Standard&Poor's and Moody's Investors Service.
Except as required below to satisfy the. requirements of Section 148(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), interest earned on the investment of moneys held
in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County to pay
the Accreted Value or Principal of and interest on the Series 2006A Bonds when due.
Section 13. Rebate Fund.
(a) The District shall create and establish a special fund designated the "Byron
Union School District) Rebate Fund" (the "Rebate Fund"). All amounts at any time on
deposit in the Rebate Fund shall be held in trust, to the extent required to satisfy the
requirement to make rebate payments to the United States (the "Rebate Requirement")
pursuant to Section 148 of the Code and the Treasury Regulations promulgated thereunder
4835-5135-0017.4 23
(the "Treasury Regulations"). Such amounts shall be free and clear of any lien hereunder
and shall be governed by this Section and by the Tax. Certificate to be executed by the
District.
(b) Within 45 days of the end of each fifth Bond Year (as such term is defined
in the Tax Certificate),(i) the District shall calculate or cause to be calculated with respect
to the Series 2006A Bonds the amount that would be considered the "rebate amount" within
the meaning of Section 1.148-3 of the Treasury Regulations, using as the "computation
date" for this purpose the end of such Bond Year; and (ii) the District shall deposit to the.
Rebate Fund from amounts on deposit in the other funds established hereunder or from other
District funds, if and to the extent required, amounts sufficient to cause the balance in the
.Rebate Fund to be equal to the "rebate amount" so calculated. The District shall not be
required to deposit any amount to the Rebate Fund in accordance with the preceding
sentence, if the amount on deposit in the Rebate Fund prior to the deposit required to be
made under this paragraph(b) equals or exceeds the "rebate amount" calculated in
accordance with the preceding sentence. Such excess may be withdrawn from the Rebate
Fund to the extent permitted under paragraph(g) of this Section. The District shall not be
required to calculate the"rebate amount" and shall not be required to deposit any amount to
the Rebate Fund in accordance with this paragraph(b), with respect to all or a portion of the
proceeds of the Series 2006A Bonds (including amounts treated as proceeds of the Series
2006A Bonds) (A) to the extent such proceeds satisfy the expenditure requirements of
Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code or Section 1.148-7(d) of the
Treasury Regulations, whichever is applicable, and otherwise qualify for the exception to
the Rebate Requirement pursuant to whichever of said sections is applicable; (B) to the
extent such proceeds are subject to an election by the District under Section
148(f)(4)(C)(vii) of the Code to pay I-%% penalty in lieu of arbitrage rebate in the event
any of the percentage expenditure requirements of Section 148(f)(4)(C) are not satisfied; or
(C) to the extent such proceeds qualify for the exception to arbitrage rebate under
Section 148(0(4)(A)(ii) of the Code for amounts in a"bona fide debt service fund." In such
event, and with respect to such amounts, the District shall not be required to deposit any
amount to the Rebate Fund in accordance with this paragraph(b).
(c) Any funds remaining in the Rebate Fund after redemption of all the Series
2006A Bonds and any(amounts described in clause (d)(ii) of this Section, or provision made
therefor satisfactory to the District, including accrued interest, shall be remitted to the
District.
(d) Subject to the exceptions contained in paragraph(b) of this Section to the
requirement to calculate the "rebate amount" and make deposits to the Rebate Fund, the
District shall pay to the United States, from amounts on deposit in the Rebate Fund:
(i) not later than 60 days,after the end of(A) the fifth Bond Year; and
(B) each fifth Bond Year thereafter, an amount that, together with all previous rebate
payments, is equal to at least 90% of the "rebate amount" calculated as of the end of
such Bond Year(in accordance with Section 1.148-3 of the Treasury Regulations; and
(ii) not later than 60 days after the payment of all Series 2006A Bonds, an
amount equal to 100% of the "rebate amount" calculated as of the date of such
payment (and any income attributable to the "rebate amount" determined to be due
4835-5135-0017.4 24
and payable) in accordance with Section 1.148-3 of the Treasury Regulations. In the
event that, priori to the time any payment is required to be made from the Rebate
Fund, the amount in the Rebate Fund is not sufficient to make such payment when
such payment isl due, the District shall calculate, or have calculated, the amount of
such deficiency and deposit an amount equal to such deficiency into the Rebate Fund
prior to the time(such payment is due.
(e) Each payment required to be made pursuant to paragraph(d) of this Section
shall be made to the Internal Revenue Service Center, Ogden, Utah, on or before the date on
which such payment is due, and shall be accompanied by Internal Revenue Service Form
8038-T, such form to be prepared or caused to be prepared by the District.
(f) In the event that immediately following the calculation required by
paragraph(b) of this Section, but prior to any deposit made under said paragraph, the
amount on deposit inthe Rebate Fund exceeds the"rebate amount" calculated in accordance
with said paragraph, the District shall withdraw the excess from the Rebate Fund and credit
such excess to the Debt Service Fund.
(g) The District shall retain records of all determinations made hereunder until
six years after the complete retirement of the Series 2006A Bonds.
(h) Notwithstanding anything in this Resolution to the contrary, the Rebate
Requirement shall survive the payment in full or defeasance of the Series 2006A Bonds.
Section 14. Secul ity for the Series 2006A Bonds. There shall be levied on all the
taxable property in the District, in addition to all other taxes, a continuing direct ad valorem
tax annually during the period the Series 2006A Bonds are outstanding in an amount sufficient
to pay the Principal and Accreted Value of and interest on the Series 2006A Bonds when due,
which moneys when collected will be placed in the Debt Service Fund held by the Treasurer-
Tax Collector, which fund is irrevocably pledged for the payment of the Principal and
Accreted Value of and interest on the Series 2006A Bonds when and as the same fall due.
To the extent necessary to pay the Principal and Accreted Value of and interest on the Series
2006A Bonds as the same become due and payable, the Treasurer-Tax Collector shall pay moneys in
the Debt Service Fund to the Paying Agent no later than the business day immediately preceding
each Interest Payment Date, and the Paying Agent shall pay such moneys to DTC to pay the
Principal and Accreted Value 6f and interest on the Series 2006A Bonds when due. DTC will
thereupon make payments of Principal and Accreted Value and interest on the Series 2006A Bonds
to the DTC Participants who will thereupon make payments of Principal and Accreted Value and
interest to.the beneficial owners of the Series 2006A Bonds. Any moneys remaining in the Debt
Service Fund after the Series 2606A Bonds and the interest thereon have been paid, or provision for
such payment has been made, shall be transferred to the General Fund of the District, pursuant to the
Education Code Section 15234.
Section 15. Arbitrate Covenant. The County acknowledges that the District has
covenanted that it will restrict the use of the proceeds of the Series 2006A Bonds in such
manner and to such extent, if any, as may be necessary, so that the Series 2006A Bonds will
not constitute arbitrage Bonds under Section 148 of the Code and the applicable regulations
4835-5135-0017.4 25 .
I
prescribed under that Section or any predecessor section. Calculations for determining
arbitrage requirements are!the sole responsibility of the District.
Section 16. Conditions Precedent. Based in part on representations of the District,
this Board determines that all acts and conditions necessary to be performed by the Board or to
have been met precedent Ito and in the issuing of the Series 2006A Bonds in order to make
them legal,valid and binding general obligations of the District have been performed and have
been met, or will at the tune of delivery of the Series 2006A Bonds have been performed and
have been met, in regular and due form as required by law; that the full faith, credit and
revenues of the District are pledged for the timely payment of the Principal of and interest on
the Series 2006A Bonds; and that no statutory or constitutional limitation of indebtedness or
taxation will have been exceeded in the issuance of the Series 2006A Bonds.
Section 17. 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 theI Series 2006A Bonds, 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 withrespect 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 Treasurer-Tax Collector, the Treasurer-Tax
Collector 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 dor upon the issuance of the Series 2006A 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 18. The District shall, with the assistance of the Underwriter, prepare a
Preliminary Official Statement and an Official Statement relating to the Series 2006A Bonds
to be used in connection with the offering and sale of the Series 2006A Bonds. The District
and the Underwriter are hereby authorized to distribute copies of the Preliminary Official
Statement and the Official Statement to persons who may be interested in the purchase of the
Series 2006A Bonds and Iare directed to deliver copies of any final Official Statement to the
purchaser of the Series 2006A Bonds, in such time and manner as to conform with the
requirements of Rule 15c2-12 of the.Securities and Exchange Commission.
Section 19. Insurance.aIn the event the District purchases bond insurance for the
Series 2006A Bonds, and to the extent that the Bond Insurer makes payment of the Principal,
,interest or Accreted Interest on the Series 2006A Bonds, it shall become the owner of such
Series 2006A Bonds with the right to payment of Principal, interest or Accreted Interest on the
Series 2006A Bonds, and shall be fully subrogated to all of the Owners' rights, including the
Owners' rights to payment thereof. To evidence such subrogation (a) in the case of
subrogation as to claims that were past due interest components, the Paying Agent shall note
the Bond Insurer's rights as subrogee on the registration books for the Series 2006A Bonds
maintained by the Paying Agent upon receipt of a copy of the cancelled check issued by the
Bond Insurer for the payment of such interest to the Owners of the Series 2006A Bonds; and
(b) in the case of subrogation as to claims for past due Principal or Accreted Value, the Paying
Agent shall note the Bond Insurer as subrogee on the registration books for the Series 2006A
4835-5135-0017.4 26
Bonds maintained by the Paying Agent upon surrender of the Series 2006A Bonds by the
Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer.
Section 20. Defeasance. All or any portion of the outstanding maturities of the Series
2006A Bonds may be defeiased prior to maturity in the following ways:
(a) Cash. By irrevocably depositing with an independent escrow agent selected
by the District an amount of cash which together with amounts then on deposit in the Debt
Service Fund is sufficient to pay all Series 2006A Bonds outstanding and designated for
defeasance, including all Principal and interest and premium, if any; or
(b) United States Obligations. By irrevocably depositing with an independent
escrow agent selected by the District noncallable United States Obligations together with
cash, if required, in such amount as will, in the opinion of an independent certified public
accountant, together with interest to accrue thereon and moneys then on deposit in the Debt
Service Fund together with the interest to accrue thereon, be fully sufficient to pay and
discharge all Series 2006A Bonds outstanding and designated for defeasance (including all
Principal and interest represented thereby and prepayment premiums, if any) at or before
their maturity date;
then, notwithstanding that. any of such Series 2006A Bonds shall not have been surrendered for
payment, all obligations of the District with respect to all such designated outstanding Series 2006A
Bonds shall cease and terminate, except only the obligation of the Paying Agent or an independent
escrow agent selected by the District to pay or cause to be paid from funds deposited pursuant to
paragraph (a) or (b) of this Section, to the owners of such designated Series 2006A Bonds not so
surrendered and paid all sums due with respect thereto.
For purposes of this Section,United States Obligations shall mean:
Direct and general obligations of the United States of America, or obligations that are
unconditionally guaranteed as to Principal and interest by the United States of America, including(in
the case of direct and general I obligations of the United States of America) evidences of direct
ownership of proportionate Interests in future interest or principal payments of such obligations.
Investments in such proportionate interests must be limited to circumstances where(a) a bank or trust
company acts as custodian and holds the underlying United States obligations; (b) the owner of the
investment is the real party in interest and has the right to proceed directly and individually against
the obligor of the underlying United States obligations; and (c) the underlying United States
obligations are held in a special account, segregated from the custodian's general assets, and are not
available to satisfy any claim of the custodian, any person.claiming through the custodian, or any
person to whom the custodian may be obligated; provided that such obligations are rated or assessed
"AAA"by Standard&Poor's or"Aaa"by Moody's Investors Service.
Section 21. Indemnification of County. The County acknowledges and relies upon
the fact that the District has represented that it shall indemnify and hold harmless, to the extent
permitted by law, the County and its officers and employees ("Indemnified Parties"), against
any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified
Parties may become subject because of action or inaction related to the adoption of this
Resolution, or.related to 'the proceedings for sale, award, issuance and delivery of the Series
2006A Bonds in accordance herewith and with the District Resolution, and that the District
4835-5135-0017.4 27
shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in
connection with investigating or defending any such claims or actions.
Section 22. Other Actions. Officers of the Board and County officials and staff are
hereby authorized and directed,jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or advisable in order to
proceed with the issuance of the Series 2006A Bonds and otherwise carry out, give effect to
and comply with the tends and intent of this Resolution. Such actions heretofore taken by
such officers,officials and staff are hereby ratified, confirmed and approved.
Section 23. Resolution to Treasurer-Tax Collector. The Clerk of this Board is
hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of
the County immediately following its adoption.
Section 24. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 8th day of August,2006,by the following vote:
AYES: SUPERVISORS UILKEMA,
PIEPHO, DeSAULNIER AND GI IA
NOES: NONE
ABSENT: SUPERVISOR GLOVER
ABSTAIN: NONE
CONTRA COSTA COUNTY, CALIFORNIA
By
C%
Jo ioia
Cha rson of the Board of Supervisors
Attest: AUGUST 8, 2006
Jane Penn gton
Chief Cler of the Board of Supervisors
48315135-0017.4 28
CLERK'S CERTIFICATE
I, Jane Pennington, Chief Clerk of the Board of Supervisors of Contra Costa County,
California,hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular
meeting place thereof on August 8, 2006 of which meeting all of the members of the Board of said
County had due notice and at whiff h a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and of
record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
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.
Dated. AUGUST 08; ,2006
By
Jane Pennington
Chief Clerk of the Board of Supervisors
4835-S 135-001?A
BOND PURCHASE AGREEMENT
$[AMOUNT]
BYRON UNION SCHOOL DISTRICT
(Contra Costa County, California)
General Obligation Bonds
Election of 2006, Series 2006A
, 2006
Board of Education
Byron Union School District
14301 Byron Highway
Byron, CA 94514
Board of Supervisors
Contra Costa County
651 Pine Street
Martinez, CA 94553
Ladies and Gentlemen:
The undersigned (the `IUnderwriter") offers to enter into this Bond Purchase Agreement
(the "Bond Purchase Agreement") with the Byron Union School District (the "District") and
with the County of Contra Costa (the "County"), acting through its Treasurer-Tax Collector (the
"Treasurer-Tax Collector"), which, upon your acceptance hereof, will be binding upon the
District, the County and the Underwriter. This offer is made subject to the written acceptance of
this Bond Purchase Agreement by the District and the County and delivery of such acceptance to
us at or prior to 11:59 P.M., Pacific Standard Time, on the date hereof. Capitalized terms used
but not defined herein shall have the meanings set forth in the hereinafter defined Resolutions.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance
upon the representations, warranties and agreements herein set forth, the Underwriter hereby
agrees to purchase from the County for reoffering to the public, and the County hereby agrees to
sell in the name and on behalf hof the District to the Underwriter for such purpose, all (but not less
than all) of $[AMOUNT] in aggregate principal amount of the District's General Obligation
Bonds, Election of 2006, Series 2006A, consisting of$ aggregate principal amount of
current interest bonds (the "Current Interest Bonds") and $ aggregate initial principal
(denominational) amount of capital appreciation bonds (the "Capital Appreciation Bonds," and
together with the Current Interest Bonds, the `Bonds"). The Underwriter shall purchase the
Bonds at a price of $[AMOUNT] (representing the aggregate initial principal amount of the
Bonds .of $[AMOUNT], plus net original issue premium of $ less Underwriter's
discount of$ and less amounts retained by the Underwriter to pay costs of issuance of
$, The Underwriter shall pay costs of issuance of the Bonds (including the bond
4851-8372-0705.3
I
insurance premium) in an amount not to exceed $ If, after payment of all costs of
issuance, the amount paid by the Underwriter is less than $ , the Underwriter shall
return the remaining amount to the District.
2. The Bonds. The Bonds shall be dated their date of delivery. The Current Interest
Bonds shall mature on the dates and in the amounts shown on Exhibit A hereto, and shall bear
interest at the rates shown on Exhibit A hereto payable on each February 1 and August 1,
commencing February 1, 2007. The Capital Appreciation Bonds shall mature on the dates and in
the amounts shown on Exhibit A hereto, and shall accrete interest at the rates shown on Exhibit
A hereto, compounded on each February 1 and August 1, commencing February 1, 2007. The
Bonds shall otherwise be as described in, and shall be issued and secured pursuant to the
provisions of a resolution of the District adopted on , 2006 (the "District
Resolution"), a resolution of ihe'Board of Supervisors. of the County adopted on
2006 (the "County Resolution" and together with the District Resolution, the "Resolutions"), the
Paying Agent Agreement dated as of September 1, 2006 (the"Paying Agent Agreement') by and
among the District, the County and The Bank of New York Trust Company, N.A., as paying
agent (the "Paying Agent'), the Official Statement (defined below) and Section 15100 et seq. of
the California Education Code(the"Act').
The.Bonds shall be executed and delivered under and in accordance with the provisions
of this Bond Purchase Agreement and the Resolutions. The Bonds shall be in book-entry form,
shall bear CUSIP numbers, shall be in fully registered form, registered in the name of Cede&
Co., as nominee of The Depository Trust Company, New York, New York; the Bonds shall
initially be in authorized denominations of$5,000 principal or maturity value, as applicable, or
any integral multiple thereof.
3. Use of Documents. The District and the County hereby authorize the
Underwriter to use, in connection with the offer and sale of the Bonds, this Bond Purchase
Agreement, the Preliminary Official Statement (defined below), the Official Statement (defined
below), the Continuing Disclosure Certificate (defined below), the District Resolutions, the
Paying Agent Agreement, and all information contained herein and therein and all of the
documents, certificates or statements furnished by the District to the Underwriter in connection
with the transactions contemplated by this Bond Purchase Agreement. The County hereby
authorizes the Underwriter to use, in connection with the offer and sale of the Bonds, this Bond
Purchase Agreement, the County Resolution, and all information contained herein and therein
and all of the documents, certificates or statements furnished by the County to the Underwriter in
connection with the transactions contemplated by this Bond Purchase Agreement. The
Resolutions, the Paying Agent Agreement, Bond Purchase Agreement, Continuing Disclosure
Certificate, the Preliminary Official Statement and the Official Statement are collectively
referred to as the"Legal Documents."
4. Public Offering of the Bonds. The Underwriter agrees to make a bona fide
public offering of all the Bonds at the initial public offering prices or yields to be set forth on the
inside cover page of the Official Statement. Subsequent to such initial public offering, the
Underwriter reserves the right to change such initial public offering prices or yields as it deems
necessary in connection with the marketing of the Bonds.
4851-8372-0705.3 2.
5. Review of Official Statement. The Underwriter hereby represents that it has
received and reviewed the Preliminary Official Statement with respect to the Bonds, dated
2006 (the "Preliminary Official Statement"). The District represents that it deems
the Preliminary Official Statement to be final, except for either revision or addition of the
offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal
amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds
which depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended(the "Rule").
The Underwriter agrees that prior to the time the final Official Statement relating to the
Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the
request of such potential purchaser, 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.
6. Closing. At 800 A.M., Pacific Standard Time, on , 2006, or at such
other time or on such other date as shall have been mutually agreed upon by you and us (the
"Closing"), you will deliver to us, at the offices of The Depository Trust Company ("DTC") in
New York, New York, or at such other place as we may mutually agree upon, the Bonds in fully
registered book-entry form, duly executed and registered in the name of Cede & Co., as nominee
of DTC, and at the offices of Kutak Rock LLP ("Bond Counsel") in Denver, Colorado, the other
documents hereinafter mentioned; and we will accept such delivery and pay the purchase price
thereof in immediately availaUle funds by check, draft or wire transfer to or upon the order of the
District.
7. Representations, Warranties and Agreements of the District. The District
hereby represents, warrants and agrees with the Underwriter that:
(a) Due Organization. The District is a school district duly organized and
validly existing under the laws of the State of California, with the power to issue the
Bonds pursuant to the Act.
(b) Due Authorization. (i) At or prior to the Closing, the District will have
taken all action required to be taken by it to authorize the issuance and delivery of the
Bonds; (ii) the District has full legal right, power and authority to enter into the Legal
Documents, to perform its obligations under each such document or instrument, and to
carry out and effectuate the transactions contemplated by this Bond Purchase Agreement
and the Bond Resolution; (iii) the execution and delivery or adoption of, and the
performance by the District of the obligations contained in, the Bonds and the Legal
Documents have been duly authorized and such authorization shall be in full force and
effect at the time of the Closing; (iv) this Bond Purchase Agreement constitutes a valid
and legally binding obligation of the District; and (v) the District has duly authorized the _
consummation by it of all transactions contemplated by this Bond Purchase Agreement.
(c) Consents. No consent, approval, authorization, order, filing, registration,
qualification, election or referendum, of or by any court or govemmental agency or
4851-8372-0705.3 3
public body whatsoever is required in connection with the issuance, delivery or sale of
the Bonds or the.consummation of the other transactions effected or contemplated herein
or hereby, except for such actions as may be necessary to qualify the Bonds for offer and
sale under the Blue Sky or other securities laws and regulations of such states and
jurisdictions of the United States as the Underwriter may reasonably request, or which
have not been taken or.obtained;provided, however, that the District shall not be required
to subject itself to service of process in any jurisdiction in which it is not so subject as of
the date hereof.
(d) Internal Revenue Code. The District has complied with the Internal
Revenue Code of 1986, as amended, with respect to the Bonds, and will continue to so
comply and to comply with the Resolutions until fully performed.
(e) No Conflicts. To the best knowledge of the District, the issuance of the
Bonds, and the execution, delivery and performance of this Bond Purchase Agreement,
the Paying Agent Agreement, the District Resolution and the Bonds, and the compliance
with the provisions hereof do not conflict with or constitute on the part of the District a
violation of or default! under, the Constitution of the State of California or any existing
law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or
result in a violation ori breach of, or constitute a default under,.any agreement, indenture,
mortgage, lease or other instrument to which the District is a party or by which it is
bound or to which it isl subject.
(f) Litigation. As of the time of acceptance hereof, no action, suit,
proceeding, hearing or investigation is pending or, to the best knowledge of the District;
threatened against the District: (i) in any way affecting the existence of the District or in
any way challenging the respective powers of the several offices or of the titles of the
officials of the District to such offices; or (ii) seeking to restrain or enjoin the sale,
issuance or delivery of any of the Bonds, the application of the proceeds of the sale of the
Bonds, or the collection of revenues or assets of the District pledged or to be pledged or
available to pay the principal of and interest or-accreted value on the Bonds, or the pledge
thereof, or, the levy of any taxes contemplated by the Resolutions or in any way
contesting or affecting the validity or enforceability of the Bonds or the Legal Documents
or contesting the powers of the District or its authority with respect to the Bonds or the
Legal Documents; or (iii) in which a final adverse decision could (A) materially
adversely affect the operations of the District or the consummation of the transactions
contemplated by the Legal Documents, (B) declare this Bond Purchase Agreement to be
invalid or unenforceable in whole or in material part, or (C) adversely affect the
exclusion of the interest paid on the Bonds from gross income for federal income tax
purposes and the exemption of such interest from California personal income taxation.
(g) No Other Debt. Between the date hereof and the Closing, without the
prior written consent of the Underwriter, no bonds, notes or other obligations for
borrowed money will be issued in the name and on behalf of the District, except for such
borrowings as may be described in or contemplated by the Official Statement.
4851-8372-0705.3 4
(h) Arbitrage Certificate. The District has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect that the District is a bond
issuer whose arbitrage certificates may not be relied upon.
(i) Certificates. Any certificates signed by any officer of the District and
delivered to the Underwriter shall be deemed a representation and warranty by the
District to the Underwriter, but not by the person signing the same in such person's
individual capacity, as to the statements made therein.
(j) Continuing Disclosure. At or prior to the Closing, the District shall have
duly authorized, executed and delivered a continuing disclosure certificate (the
"Continuing Disclosure Certificate") on behalf of each obligated person for which
financial and/or operating data is presented in the Official Statement. The Continuing
Disclosure Certificate shall comply with the provisions of the Rule and be substantially in
the form attached. tol the Preliminary Official Statement and Official Statement as
Appendix C.
(k) Official Statement Accurate and Complete. The Preliminary Official
Statement was as of its date, and the Official Statement is, and at all times subsequent to
the date of the Official Statement up to and including the Closing will be, true and correct
in all material respects, and the Preliminary Official Statement and the Official Statement
contain and up to and including the Closing will contain no misstatementof any material
fact and do not, and up to and including the Closing will not, omit any statement
necessary to make the statements contained therein, in the light of the circumstances in
which such statementsi were made, not misleading.
8. Representations, Warranties and Agreements of the County. The County
hereby represents, warrants and agrees with the Underwriter that:
(a) Due Organization. The County is a political subdivision duly organized
and validly existing under the laws of the State of California, with the power to issue the
Bonds pursuant to the Act.
(b) Due Authorization. (i) At or prior to the Closing, the County will have
taken all action required to be taken by it to authorize the issuance and delivery of the
Bonds; (ii) the County has full legal right, power and authority to enter into this Bond
Purchase Agreement, ito adopt the County Resolution, to issue and deliver the Bonds to
the Underwriter on behalf of the District and to perform its obligations under each such
document or instrument, and to carry out and effectuate the transactions contemplated by
this Bond Purchase Agreement and the Resolutions; (iii) the execution and delivery or
adoption of, and the performance by the County of its obligations contained in the Bonds,
the District Resolution, the County Resolution and this Bond Purchase Agreement have
been duly authorized and such authorization shall be in full force and effect at the time of
the Closing; (iv)this Bond Purchase Agreement constitutes a valid and legally binding
obligation of the Courity; and (v) the County has duly authorized the consummation by it
of all of its transactions contemplated by this Bond Purchase Agreement.
4851-8372-0795.3 5
(c) Consents. No consent, approval, authorization, order, filing, registration,
qualification, election or referendum, of or by any court or governmental agency or
public body whatsoever is required in connection with the issuance, delivery or sale of
the Bonds or the consummation of the other transactions effected or contemplated herein
or hereby, except for such actions as may be necessary to qualify the Bonds for offer and
sale under the Blue Sky or other securities laws and regulations of such states and
jurisdictions of the United States as the Underwriter may reasonably request, or which
have not been taken or obtained; provided, however, that the County shall not be required
to subject itself to service of process in any jurisdiction in which it is not so subject as of
the date hereof.
(d) No Conflicts. To the best knowledge of the County, the issuance of the
Bonds, the execution,(delivery, and performance of this Bond Purchase Agreement, the
County Resolution and the Bonds, and the compliance with the provisions hereof do not
conflict with or constitute on the part of the County a violation of or default under, the
Constitution of the State of California or any existing law, charter, ordinance, regulation,
decree, order or resolution and do not conflict with or result in a violation or breach of, or
constitute a default under, any agreement, indenture, mortgage, lease or other instrument
to which the County is a party or by which it is bound or to which it is subject.
(e) Litigation. As of the time of acceptance hereof, based on the advice of
County Counsel, no action; suit, proceeding, hearing or investigation is pending or, to the
best knowledge of the County, threatened against the County: (i) in any way affecting the
existence of the County or in any way challenging the respective powers of the several
offices or of the titles of the officials of the County to such offices; or (ii) seeking to
restrain or enjoin the sale, issuance or delivery of any of the Bonds, or the levy on any
taxes contemplated by the Resolutions, or in any way contesting or affecting the validity
or enforceability of the Bonds, this Bond Purchase Agreement or the Resolutions or
contesting the powers of the County or its authority with respect to the Bonds, the
Resolutions or this Bond Purchase Agreement; or (iii) in which a final adverse decision
could (A) materially adversely affect the operations of the County or the consummation
of the transactions contemplated by this Bond Purchase Agreement or the Resolutions,
(B) declare this Bond Purchase Agreement to be invalid or unenforceable in whole or in
material part, or (C) adversely affect the exclusion of the interest paid on the Bonds from
gross income for federal income tax purposes and the exemption of such interest from
California personal income taxation.
(fl No Other Debt. Between the date hereof and the Closing, without the
prior written consent of the Underwriter, the County will not have issued in the name and
on behalf of the District any bonds, notes or other obligations for borrowed money except
for such borrowings as may be described in or contemplated by the Official Statement.
(g) Arbitrage Certificate. The County has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect that the County is a bond
issuer whose arbitrage certificates may not be relied upon.
4851-8372-0705.3 6
(h) Certificates. Any certificates signed by any officer of the County and
delivered to the Underwriter shall be deemed a representation and warranty by the
County to the Underwriter, but not by the person signing the same, as to the statements
made therein.
(i) Official Statement Accurate and Complete. The section of the
Preliminary Official Statement entitled "Contra Costa County Treasury Pool," at the date
thereof, did not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. At the date hereof and on the Closing
Date, the section of the final Official Statement entitled "Contra Costa County Treasury
Pool' did not and will not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
9. Covenants off the County and the District. The County and the District
respectively covenant and agree with the Underwriter that:
(a) Securities Laws. The County and the District will -furnish such
information, execute such instruments, and take such other action in cooperation with the
Underwriter if and as the Underwriter may reasonably request in order to qualify the
Bonds for offer and sale under the Blue Sky or other securities laws and regulations of
such states and jurisdictions,provided,however, that the County and the District shall not
be required to consent to service of process in any jurisdiction in which they are not so
subject as of the date Hereof.
(b) Application of Proceeds. The.District will apply the proceeds from the
sale of the Bonds for the purposes specified in the Bond Resolution.
(c) Official Statement. The District hereby agrees to deliver or cause to be
delivered (and the County agrees to cooperate with the District in connection with such
delivery) to the Underwriter, not later than the seventh (7th) business day following the
date this Bond Purchase Agreement is signed, copies of a final Official Statement
substantially in the form of the Preliminary Official Statement, with only such changes
therein as shall have been accepted by the Underwriter,the County and the District (such
Official Statement with such changes, if any, and including the cover page and all
appendices, exhibits, maps, reports and statements included therein or attached thereto
being herein called thIF "Official Statement") in such quantities as may be requested by
the Underwriter not dater than five (5) business days following the date this Bond
Purchase Agreement is signed, in order to permit the Underwriter to comply with
paragraph(b)(4) of the Rule and with the rules of the Municipal Securities Rulemaking
Board. The District liereby authorizes the Underwriter to use and distribute the Official
Statement in connection with the offering and sale of the Bonds.
(d) Subsequent Events. The District hereby agrees to notify the Underwriter
of any event or occurrence that may affect the accuracy or completeness of any
4851-8372-0705.3 7
information set forth in the Official Statement relating to the County or the District,
respectively,until the date which is ninety(90) days following the Closing.
(e) References. References herein to the Preliminary Official Statement and
the final Official Statement include the cover page and all appendices, exhibits, maps,
reports and statements included therein or attached thereto.
(f) Amendments to Official Statement. For a period of ninety (90) days after
the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of
the Bonds for sale, the District will not adopt any amendment of or supplement to the
Official Statement to which, after having been furnished with a copy, the Underwriter
shall object in writing or which shall be disapproved by the Underwriter; and if any event
relating to or affecting the District shall occur as a result of which it is necessary, in the
opinion of the Underwriter, to amend or supplement the Official Statement in order to
make the Official Statement not misleading in light of the circumstances existing at the
time it is delivered to a purchaser, forthwith prepare and furnish (at the expense of the
District) a reasonable number of copies of an amendment of or supplement to the Official
Statement (in form and substance satisfactory to the Underwriter) which will amend or
supplement the Official Statement so that it will not contain an untrue statement of a.
material fact or omit io state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time the Official Statement is
delivered to a purchaser, not misleading.
10. Conditions to Closing. The Underwriter has entered into this Bond Purchase
Agreement in reliance upon the representations and warranties of the County and the District
contained herein and the performance by the County and the District of their respective
obligations hereunder, both las of the date hereof and as of the date of Closing. The
Underwriter's obligations under this Bond Purchase Agreement are and shall'be subject at the
option of the Underwriter, to the following further conditions at the Closing:
(a) Representations True. The representations and warranties of the County
and the District contained herein shall be true, complete and correct in all material
respects at the date hereof and at and as of the Closing, as if made at and as of the
Closing, and the statements made in all certificates and other documents delivered to the
Underwriter at the Closing pursuant hereto shall be true, complete and con ect in all
material respects on the date of the Closing; and the County and the District shall be in
compliance with each of the agreements made by it in this Bond Purchase Agreement;
(b) Obli a 'ons Performed. At the time of the Closing, (i) the Legal
Documents shall be in full force and effect and shall not have been amended, modified or
supplemented except as may have been agreed to in writing by us; (ii) all actions under
the Act which, in the opinion of Bond Counsel, shall be necessary in connection with the
transactions contemplated hereby, shall have been duly taken and shall be in full force
and effect; and (iii) the County and the District shall perform or have performed all of its
obligations required. under the Legal Documents to be performed at or prior to the
Closing;
4851-8372-0705.3 8
(c) Adverse Rulings. No decision, ruling or finding shall have been entered
by any court or governmental authority since the date of this Bond Purchase Agreement
(and not reversed on appeal or otherwise set aside), or to the best knowledge .of the
County or the District, shall be pending or threatened which has any of the effects
described in Section 7(f) or 8(e) hereof or contesting in any way the completeness or
accuracy of the Official Statement;
(d) Marketability. Between the date hereof and the Closing, the market price
or marketability or the lability of the Underwriter to enforce contracts for the sale of the
Bonds, at the initial offering prices set forth in the Official Statement, shall not have been
materially adversely affected in the judgment of the Underwriter (evidenced by a written
notice to the County and the District terminating the obligation of the Underwriter to
accept delivery of and pay for the Bonds)by reason of any of the following:
(i) legislation enacted or introduced in the Congress or recommended
for passage by the President of the United States, or a decision rendered by a court
established under Article III of the Constitution of the United States or by the
United States Tax Court, or an order, ruling, regulation (final, temporary or
proposed) or official icial statement issued or made:
(A) by or on behalf of the United States Treasury Department,
or by or on behalf of the Internal Revenue Service, with the purpose or
effect, directly or indirectly, of causing inclusion in gross income for
purposes of federal income taxation of the interest received by the owners
of the Bi nds; or
(B) by or on behalf, of the rSecurities and Exchange
Commission, or any other governmental agency having jurisdiction over
the subject matter thereof, to the effect that the Bonds, or obligations of
the general character of the Bonds, including any and all underlying
arrangements, are not exempt from registration under the Securities Act of
1933, i amended;
(ii) the declaration of war or engagement in major military hostilities
by the United States or the occurrence of any other national emergency or
calamity relating to the effective operation of the government or the financial
community in i e United States;
(iii) the declaration of a general banking moratorium by federal, New
York or California authorities, or the general suspension of trading on any
national securities exchange;
(iv) the imposition by the New York Stock Exchange, other national
securities exchange, or any governmental authority, of any material restrictions
not now in force with respect to the Bonds, or obligations of the general character
of the Bonds, or securities generally, or the material increase of any such
4851-8372-0705.3 9
restrictions now in force, including those relating to the extension of credit by, or
the charge to the net capital requirements of, the Underwriter;
(v) an order, decree or injunction of any court of competent
jurisdiction, or order, filing, regulation or official statement by the Securities and
Exchange Commission, or any other governmental agency having jurisdiction
over the subject matter thereof, issued or made to the effect that the issuance,
offering or sale of obligations of the general character, of the Bonds, or the
issuance, offering or sale of the Bonds, as contemplated hereby or by the Official
Statement, is or would be in violation of the federal securities laws, as amended
and then in effeict;
(vi) the withdrawal or downgrading of any rating of the District's
outstanding indebtedness by a national rating agency; or
(vii) Iny event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material adverse
respect any statement or information contained in the Official Statement, or has
the effect that the Official Statement contains any untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, no misleading.
(e) Delivery of Documents. At or prior to the date of the Closing, the
Underwriter shall receive three copies of the following documents in each case dated as
of the Closing Date ani satisfactory in form and substance to the Underwriter:
(i) Bond Opinion. An approving opinion of Bond Counsel, as to the
validity and tax-exempt status of the Bonds, dated the date of the Closing, in
substantially the form set forth in the Preliminary Official Statement and the
Official Statement as Appendix A, addressed to the District;
(ii) Reliance Letter. A reliance letter from Bond Counsel to the effect
that the Underwriter can rely upon the approving opinion described in (e)(i)
above;
(iii) Supplemental Opinion of Bond Counsel. A supplemental opinion
of Bond Counsel addressed to the Underwriter, in form and substance acceptable
to the Underwriter, dated as of the Closing Date, substantially to the following
effect:
(A) the statements in the Official Statement on the cover page
thereof I and under the captions "INTRODUCTION," "THE BONDS"
(excluding any and all information contained under the subheadings "—
Bond Insurance" and "—Book-Entry Only System"),
"CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING
DISTRICT REVENUES AND APPROPRIATIONS," "TAX MATTERS"
and "LEGAL MATTERS" are accurate in all material respects insofar as
4851-8372-0705.3 10
such statements summarize certain provisions of the Resolutions, the
Paying Agent Agreement, the Continuing Disclosure Certificate,
California and federal law, and Bond Counsel's final approving opinion;
provided that Bond Counsel need not express any opinion with respect to
any financial or statistical data, information concerning The Depository
Trustor related to its book-entry only system, or any
informaition concerning the Insurer or the Policy, contained therein;
(B) assuming due authorization, execution and delivery by all
the parties thereto, the Continuing Disclosure Certificate, the Paying
Agent Agreement and this Bond Purchase Agreement have each been duly
authorized, executed and delivered by the respective parties thereto and
constitute valid and binding agreements of the District and are enforceable
in accordance with their respective terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting generally the enforcement of creditors'
rights and except as their enforcement may be subject to the application of
equitable principles and the exercise of judicial discretion in appropriate
cases if equitable remedies are sought; and
(C) the Bonds are exempt from registration pursuant to the
Securities Act of 1933, as amended, and the Resolutions are exempt from
qualification as an indenture pursuant to the Trust Indenture Act of 1939,
as amended.
(iv) Certificates. A certificate signed by the appropriate officials of the
County and the District to the effect that (A) such officials are authorized to
execute this Bond Purchase Agreement, (B) the representations, agreements and
warranties of& County and the District herein are true and correct in all material
respects as of the date of Closing, (C) the County and the District has complied
with all the terms of the Legal Documents to be complied with by the District
prior to or concurrently with the Closing and such documents are in full force and
effect, (D) such District official has reviewed the Official Statement and on such
basis certifies that the Official Statement does not contain any untrue statement of
a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
(E) the Bonds being delivered on the date of the Closing to the Underwriter under
this Bond Purchase Agreement substantially conform to the descriptions thereof
contained in the Bond Resolution and the Paying Agent Agreement, and (F) no
event concerning the County or the District has occurred since the date of the
Official Statement which has not been disclosed therein or in any supplement
thereto, but should be disclosed in order to make the statements in the Official
Statement in light of the circumstances in which they were made not misleading;
provided that the certificate provided by the County may exclude statements to
the effect of(C), (D) and (E) above;
4851-8372-0705.3 11
(v) Arbitrage. A nonarbitrage certificate of the District in form
satisfactory to Bond Counsel;
(vi) Rating. Evidence satisfactory to the Underwriter that the Bonds
shall have been rated " " by [Standard& Poor's, a Division of the McGraw-
Hill Companies ("S&P")];
(vii) District Resolution. A certificate, together with fully executed
copies of the District Resolution, of the Clerk of the District Board of Education
to the effect that:
(A) such copies are true and correct copies of the District
Resolution; and
(B) that the District Resolution was duly adopted and has not
been modified, amended, rescinded or revoked and is in full force and
effect on the date of the Closing.
(viii) ilCounty Resolution. A certificate, together with fully executed
copies of the County Resolution, of the Clerk of the County Board of Supervisors
to the effect that:
(A) such copies are true and correct copies of the County
Resolution; and
(B) that the County Resolution was duly adopted;
(ix) Paying Agent Agreement. An executed copy of the Paying Agent
Agreement.
(x) Official Statement. A certificate of the appropriate official of the
District, dated the date of the Preliminary Official Statement, evidencing his or
her determinations respecting the Preliminary Official Statement in accordance
with the Rule;
(xi) Policy of Insurance. A policy of insurance from [INSURER], or
such other insurance provider satisfactory to the Underwriter, insuring the
payment of principal and maturity value of and interest on the Bonds;
(xii) Disclosure Counsel Opinion. The opinion of Kutak Rock LLP,
Disclosure Counsel, dated the Closing Date and addressed to the Underwriter, to
the effect that based on such counsel's participation in conferences with
representatives of the Underwriter, the District, the County, Bond Counsel and
others, during which conferences the contents of the Official Statement and
related matters were discussed, and in reliance thereon and on the records,
documents, certificates and opinions described therein, such counsel advises the
Underwriter that, during the course of its engagement as Disclosure Counsel no
information came to the attention of such counsel's attorneys rendering legal
4851-8372-0705.3 12
services in connection with such representation which caused such counsel to
believe that the Official Statement as of its date (except for any financial or
statistical data dor forecasts, numbers, charts, estimates, projections, assumptions
or expressions of opinion, Appendices B, D, E and F, or any information about
book-entry or DTC, included therein, as to which such counsel need express no
opinion or view) contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein, in light.of the circumstances under which they were made, not
misleading;
(xiii) Continuing Disclosure Certificate. An executed copy of the
Continuing Disclosure Certificate, substantially in the form presented in the
Official Statemient as Appendix C thereto;
(xiv) Certificate of the Insurer. A certificate of the appropriate agent of
the Insurer evidencing the Insurer's determination that the information contained
in the Official Statement regarding the Insurer and its policy with respect to the
Bonds is accur te; and
(xv) Other Documents. Such additional legal opinions, certificates,
proceedings, instruments and other documents as the Underwriter may reasonably
request to evidence compliance (A)by the County and the District with legal
requirements, (B) the truth and accuracy, as of the time of Closing, of the
representations of the County and the District herein contained and of the Official
Statement, and (C) the due performance or satisfaction by the County and the
District at or prior to such time of all agreements then to be performed and all
conditions them to be satisfied by the County and the District.
(f) Termination: Notwithstanding anything to the contrary herein contained,
if for any reason whatsoever the Bonds shall not have been delivered by the District to
the Underwriter prior to the close of business, Pacific Standard Time, on , 20061
then the obligation to purchase Bonds hereunder shall terminate and be of no further
force or effect except with respect to the obligations of the District and the Underwriter
under Section 11 hereof.
If the District and the County shall be unable to satisfy the conditions to the
Underwriter's obligations contained in this Bond Purchase Agreement or if the Underwriter's
obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, this
Bond Purchase Agreement may be cancelled by the Underwriter at, or at any time prior to, the
time of Closing. Notice of such cancellation shall be given to the District and the County in
writing, or by telephone or facsimile transmission, confirmed in writing. Notwithstanding any
provision herein to the contrary, the performance of any and all obligations of the District and
the County hereunder and the performance of any and all conditions contained herein for the
benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion.
11. Conditions to Obligations of the District. The performance by the District and
the County of their respecrive obligations is conditioned upon (a) the performance by the
4851-8372-0705.3 13
Underwriter of its obligations hereunder; and (b) receipt by the District, the County and the
Underwriter of opinions and certificates being delivered at the Closing by persons and entities
other than the District or the County.
12. Expenses. To the extent that the transactions contemplated by this Bond
Purchase Agreement are consummated, the Underwriter shall pay costs of issuance of the Bonds
in an amount not to exceed $ 1 , including but not limited to the following: (a) the cost
of the preparation and reproduction of the Legal Documents; (b)the fees and disbursements of
Bond Counsel and Disclosure Counsel; (c) the cost of the preparation and delivery•of the Bonds;
(d) the fees for bond ratings, including all necessary travel expenses; (e)the cost of the printing .
and distribution of the Preliminary Official Statement and the Official Statement; (f) the fees and
expenses of the Financial Advisor; and (g) all other fees and expenses incident to the issuance
and sale of the Bonds. All costs of issuing the Bonds in excess of S shall be paid by
the District.
13. Notices. Any notice or other communication to be given under this Bond
Purchase Agreement (other than the acceptance hereof as specified in the first paragraph hereof).
may be given by delivering the same in writing if to the County, to the Treasurer and Tax
Collector, Contra Costa County, 625 Court Street, Room 102, Martinez, California 94553, if to
the District,to the Superintendent, Byron Union School District, 14301 Byron Highway, Byron,
California 94514, or if to the Underwriter, to Piper Jaffray& Co., 1235 Hermosa Avenue,
Suite 300, Hermosa Beach, C i ifornia, 90254.
14. Parties in Interest; Survival of Representations and Warranties. This Bond
Purchase Agreement when accepted by the District and the County in writing as heretofore
specified shall constitute the entire agreement among the District, the County and the
Underwriter. This Bond Purchase Agreement is made solely for the benefit of the District, the
County and the Underwriter (including the successors or assigns of the Underwriter). No person
shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties
and agreements of the District and the County in this Bond Purchase Agreement shall survive
regardless of(a) any investigation or any statement in respect thereof made by or on behalf of the
Underwriter, (b) delivery of hand payment by the Underwriter for the Bonds hereunder, and
(c) any termination of this Bond Purchase Agreement.
15. Execution in Counterparts. This Bond Purchase Agreement may be executed in
several counterparts each of which shall be regarded as an original and all of which shall
constitute but one and the same document.
4851-8372-0705.3 14
16. Applicable Law., This Bond Purchase Agreement shall be interpreted, governed
and enforced in accordance with the law of the State of California applicable to contracts made
and performed in such State.
Very truly yours,
PIPER JAFFRAY & CO.
By
Vice President
The foregoing is hereby agreed to and accepted
as of the date first above written:
BYRON UNION SCHOOL DISTRICT
By
Superintendent
CONTRA COSTA COUNTY, CALIFORNIA
By
Treasurer-Tax.Collector .
4851-8372-0705.3 15
APPENDIX A
$[AMOUNT]
BYRON UNION SCHOOL DISTRICT
(Contra Costa County, California)
General Obligation Bonds
Election of 2006, Series 2006A
$ Current Interest Bonds
$ Serial Bonds
$ Term Bonds
Maturity Date Principal Interest
(August 1 Amount Rate Yield Price
Capital Appreciation Bonds
$ Principal Amount ($ Maturity Value)
Original Offer Price Per
Maturity Date Principal $5,000 Maturity Final Maturity
Au ust 1 Amount Amount Price Amount
Redemption:
Optional Redemption. The Current Interest Bonds maturing on or before August 1, 20_,
are not subject to redemption prior to their fixed maturity dates. The Current Interest Bonds
maturing on or after August 1, 20may be redeemed before maturity at the option of the
District, from any source of funds of the District, on August 1, 20_, or on any date thereafter as
a whole, or in part. The Current Interest Bonds called prior to maturity will be redeemed at the
4851-8372-0705.3
i
following redemption prices, expressed as a percentage of par value, together with accrued
interest to the date of redemption:
Redemption Periods Redemption Prices
The Capital Appreciatioi Bonds are not subject to optional redemption.
Mandatory Redemption. The Current Interest Bonds maturing on August 1, 20_will be
subject to mandatory redemption on August 1 as follows:
Redemption Date
(August 1 Principal Amount
4851-8372-0705.3 A-2
I
PAYING AGENT AGREEMENT
$[AMOUNT]
BYRON UNION SCHOOL DISTRICT
(Contra Costa County, California)
General Obligation Bonds
Election of 2006, Series 2006A
THIS AGREEMENT is entered into as of the day of , 2006 by and among
BYRON UNION SCHOOLI DISTRICT (the "District'), the COUNTY OF CONTRA
COSTA (the "County") and THE BANK OF NEW YORK TRUST COMPANY, N.A. (the
`Bank"). Any capitalized terms not herein defined shall have the meaning set forth in the
resolution of the County adopted on , 2006 (the"County Resolution").
WITNESSETH :
WHEREAS, the District and the County have authorized the issuance.of$[AMOUNT]
aggregate principal amount of fully registered bonds, designated Byron Union School District
(Contra Costa County, California) General Obligation Bonds, Election of 2006, Series 2006A
(the "Bonds"); and
WHEREAS, the District and the County.have authorized the Bank to act as the paying
agent(the"Paying Agent'), registrar("Registrar") and transfer agent for the Bonds; and
NOW THEREFORE, I e District, the County and the Bank agree as follows:
1. The Bank as Registrar will authenticate and deliver the Bonds on original issue at
the written direction of the District.
2. The Bank as Registrar will manually authenticate all Bonds issued.
3. The Bank as RI gistrar will maintain records as to the identity of the registered
holders of the Bonds.
4. The Bank as Registrar will effect transfers of registered ownership of Bonds upon
surrender of validly issued Bonds to the Bank accompanied by such instruments of transfer and
other documents as the Bank i may require.
5. The Bank as Registrar will cancel all Bonds surrendered to it for transfer,
exchange or payment and will dispose of said cancelled Bonds at the written direction of the
District.
6. The Bank as Registrar will provide notice of redemption, if necessary, at the
expense of the District.
4849-6561-6897.1
i v
7. The Bank as Playing Agent will prepare and deliver checks in payment of the
principal or maturity value(if applicable) on the Bonds maturing or called for redemption, and of
the interest payable on the Bonds on each interest payment date.
8. The County will deposit with the Bank as Paying Agent funds, which will be
available to the Bank on said payment dates, sufficient to pay all principal, maturity value (if
applicable) and interest payable on the Bonds as said principal, maturity value (if applicable) and
interest become due. Any money deposited with the Bank for the payment of the principal of or
interest on any Bonds and remaining unclaimed for two years after such principal, maturity value
or interest has become due and payable shall be paid to the District and all liability of the Bank
shall thereupon cease.
9. The Bank shall have no duties with respect to the investment of funds deposited
with it, unless otherwise directed by the District, nor shall Bank be required to pay interest on
any uninvested funds.
10. The Bank shall be indemnified by the District from any loss, liability, expense or
advance incurred or made, in the absence of negligence or bad faith on the part of the Bank,
arising out of or in connection with its performance of its duties hereunder including, without
limitation, those of its attorneys. Such indemnity shall survive the termination of this Agreement
or discharge and payment of the Bonds.
11. Should the Bank be notified of the loss, destruction or theft of any Bond, the Bank
will place a stop transfer order against said Bond and shall consult with the District with respect
to issuance of any replacement' Bond.
12. This Agreement shall remain in effect until the Bonds mature and all funds are
disbursed or until this Agreement is amended or terminated. This Agreement may be terminated
by written notice of either party to the other.
13. The District will compensate the Bank for its services as Registrar and Paying
Agent in accordance with the terms and conditions of the fee schedule attached hereto as
Exhibit A and as such schedule may be amended from time to time with the consent on the
parties hereto.
14. The District shall furnish the Bank with the following documents to support this
appointment: (a) a certified copy of the Bond Resolution of the District authorizing the issuance
of the Bonds and authorizing the Superintendent to appoint a Paying Agent, (b) Specimen Bonds,
(c) a signed copy of Bond Counsel's legal opinion from Kutak Rock LLP, (d)the Official
Statement, and (e) such other documents as the Bank may reasonably request.
4849.6561-6897.1 2
15. This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which shall constitute one and the same instrument.
BYRON UNION SCHOOL DISTRICT
By
Dr. Thomas Meyer
Superintendent
CONTRA COSTA COUNTY, CALIFORNIA
By
William J. Pollacek
Treasurer-Tax Collector
THE BANK OF NEW YORK TRUST
COMPANY,N.A., as Paying Agent
By
[NAME]
[TITLE]
4849-6561-6897.1 3
EXHIBIT A
FEESCHEDULE
4849-6561-6897.1