HomeMy WebLinkAboutMINUTES - 07212009 - C.111RECOMMENDATION(S):
ADOPT Resolution 2009/317 authorizing, on behalf of West Contra Costa Unified School
District, the sale and issuance of General Obligation Bonds, Election of 2005, Series C, in a
principal amount not to exceed $160,000,000.
FISCAL IMPACT:
There is no fiscal impact to the County.
BACKGROUND:
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 School
District is issuing these bonds on authority granted by voter approval on November 8, 2008.
CONSEQUENCE OF NEGATIVE ACTION:
Without the Contra Costa County Board of Supervisors authorization, the School District
would not be able to issue the bonds, thereby delaying or preventing the implementation of
projects approved by voters.
APPROVE OTHER
RECOMMENDATION OF CNTY
ADMINISTRATOR
RECOMMENDATION OF BOARD
COMMITTEE
Action of Board On: 07/21/2009 APPROVED AS RECOMMENDED OTHER
Clerks Notes:
VOTE OF SUPERVISORS
AYE:John Gioia, District I Supervisor
Gayle B. Uilkema, District II Supervisor
Mary N. Piepho, District III Supervisor
Susan A. Bonilla, District IV Supervisor
Federal D. Glover, District V Supervisor
Contact: Lisa Driscoll, County
Finance Director, 925-335-1023
I hereby certify that this is a true and correct copy of an action taken and entered
on the minutes of the Board of Supervisors on the date shown.
ATTESTED: July 21, 2009
David J. Twa, County Administrator and Clerk of the Board
of Supervisors
By: Jane Pennington, Deputy
cc: Brice Bins, Lisa Driscoll, Bill Pollacek, Marie Rulloda, Amy Wong, Orrick
C.111
To:Board of Supervisors
From:David Twa, County Administrator
Date:July 21, 2009
Contra
Costa
County
Subject:West County Unified School District General Obligation Bonds
ATTACHMENTS
Resolution No. 2009/317
WCCUSD District Resolution
Resolution 2009-317 Attachments
WCCUSD Bond Purchase Agreement
WCCUSD Build America Bonds
[OH&S DRAFT OF 07/10/09]
OHS West:260676499.5
BOND PURCHASE CONTRACT
________________________________
$______________
WEST CONTRA COSTA COUNTY UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS,
(ELECTION OF 2005, SERIES ___)
________________________________
_____________, 2009
Board of Supervisors
County of Contra Costa
Board of Education
West Contra Costa County Unified School District
Ladies and Gentlemen:
The undersigned (the “Underwriter”) offers to enter into this Bond Purchase
Contract with the County of Contra Costa (the “County”), acting through its Treasurer-Tax
Collector (the “County Treasurer”), and with the Board of Education of the West Contra Costa
County Unified School District (the “District”), acting through its Associate Superintendent,
Business Services. The offer made hereby is subject to acceptance by the County and the
District by execution and delivery of this Bond Purchase Contract (the “Purchase Contract”) to
the Underwriter at or prior to 11:59 p.m., California time, on the date hereof, but it shall be
irrevocable until such time as it is sooner accepted or rejected by the County and the District.
Upon acceptance of this offer by the County and the District in accordance with the terms hereof,
this Purchase Contract will be binding upon the County and the District and upon the
Underwriter.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of
the representations, covenants and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the County for offering to the public, and the County hereby agrees, on
behalf of the District, to sell to the Underwriter for such purpose, all (but not less than all) of the
above captioned Bonds (the “Series ____ Bonds”), at the Purchase Price designated in
Appendix A hereto (the “Purchase Price”). The Underwriter’s discount does not exceed _____%
OHS West:260676499.5 2
of the principal amount of the Series ____ Bonds (excluding costs of issuance the Underwriter
has agreed to pay pursuant to Section 10 hereof). Pursuant to Section 10(a) hereof, the
Underwriter hereby agrees to pay costs of issuance of the Series ____ Bonds up to
$_____________, from amounts retained by the Underwriter separate and apart from the
discount retained. The all-in true interest cost for the Series ____ Bonds is ___________%.
2. The Series ____ Bonds. The Series ____ Bonds shall be issued pursuant to
Section 15100 and following of the Education Code of the State of California, and in accordance
with Resolution No. _______ and Resolution No. _______ of the Board of Education of the
District, adopted on July 8, 2009 (the “District Resolution”), and a Resolution of the Board of
Supervisors of the County, adopted on July 21, 2009 (the “County Resolution”). The
Series ____ Bonds shall conform in all respects to the terms and provisions set forth in the
County Resolution, [in the Paying Agent Agreement, dated as of [August 1, 2009], by and
among the District, the County and The Bank of New York Mellon Trust Company, N.A., as
paying agent (the “Paying Agent Agreement”),] and in this Purchase Contract, including in
Appendix A hereto.
The Series ____ Bonds which are current interest bonds shall be dated the date of
their delivery, and shall mature on August 1 in each of the years, in the principal amounts, and
pay interest at the rates, shown in Appendix A. Interest on the current interest Series ____
Bonds shall be payable on February 1 and August 1 of each year, commencing
[February 1, 2010.]
The Series ____ Bonds which are capital appreciation bonds shall be dated the
date of their delivery, and shall mature on August 1 in each of the years and in the redemption
values at maturity (“maturity values”) shown in Appendix A. The initial principal
(denominational) amounts of each maturity of the capital appreciation Series ____ Bonds shall
be as shown in Appendix A. Interest on the capital appreciation Series ____ Bonds shall be
compounded on February 1 and August 1 in each year, commencing [February 1, 2010.]
The Series ____ Bonds which are convertible capital appreciation bonds shall be
dated the date of their delivery and shall have conversion dates of and mature on the dates, in
each of the years, in the accreted amounts and in the maturity values shown in Appendix A. The
initial principal (denominational) amounts of each maturity of the convertible capital
appreciation Series ____ Bonds shall be as shown in Appendix A. Interest on the convertible
capital appreciation Series ____ Bonds shall be compounded on February 1 and August 1 in each
year, commencing [February 1, 2010.] From and after the respective Conversion Date of a
convertible capital appreciation Series ____ Bond, such convertible capital appreciation Series
____ Bonds shall bear interest on its accreted value as of the Conversion Date, which shall be its
maturity value, at an interest rate shown in Appendix A, payable commencing on the February 1
or August 1 following its Conversion Date, and thereafter on February 1 and August 1 in each
year (or on such other initial and semiannual interest payment dates as shown in Appendix A,
computed on the basis of a 360-day year of twelve (12) 30-day months. Following the
Conversion Date with respect thereto, each convertible capital appreciation Series ____ Bond
shall bear interest from the interest payment date next preceding the date of authentication
thereof, unless it is authenticated as of a day during the period after the Record Date immediately
preceding any interest payment date to and including such interest payment date, in which event
OHS West:260676499.5 3
it shall bear interest from such interest payment date, or unless it is authenticated on or before the
Record Date preceding the first interest payment date following its Conversion Date, in which
event it shall bear interest from its Conversion Date; provided, that if, at the time of
authentication of any convertible capital appreciation Series ____ Bond, interest is in default on
any outstanding convertible capital appreciation Series ____ Bonds, such convertible capital
appreciation Series ____ Bond shall bear interest from the interest payment date to which interest
has previously been paid or made available for payment on the outstanding Convertible Capital
Appreciation Bonds.
The Series ____ Bonds shall otherwise be as described in the Official Statement
of the District with respect to the Series ____ Bonds, dated _____________, 2009 (the “Official
Statement”).
The Series ____ Bonds shall be subject to optional and mandatory sinking fund
redemption on the terms and at the times shown in Appendix A.
The Series ____ Bonds shall be in full book-entry form. One fully registered
certificate for each maturity of the Series ____ Bonds which are current interest bonds and one
fully registered certificate for each maturity of the Series ____ Bonds which are capital
appreciation bonds and convertible capital appreciation bonds will be prepared and delivered as
described in Section 9 hereof, registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, NY (“DTC”), and will be made available to the
Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and
the District, not less than one (1) business day prior to the Closing Date, as defined in Section 9
hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause
such CUSIP identification numbers to be printed on the Series ____ Bonds, but neither the
failure to print such number on any Series ____ Bond nor any error with respect thereto in the
Bonds or in the Official Statement shall constitute cause for a failure or refusal by the
Underwriter to accept delivery of and pay for the Series ____ Bonds in accordance with the
terms of this Purchase Contract.
3. Offering. The Underwriter hereby certifies that it has made a bona fide
public offering of all the Series ____ Bonds as of the date hereof at the prices shown in the table
attached to Appendix A hereto. On or prior to the Closing Date, the Underwriter shall provide
the District with information regarding the prices at which a representative portion of each
maturity of the Series ____ Bonds was sold to the public, in such form as the District and Bond
Counsel may reasonably request, for purposes of determining the yield on the Series ____
Bonds.
The County hereby ratifies, approves, and confirms the distribution of this
Purchase Contract and the County Resolution [and the Paying Agent Agreement], and the
District hereby ratifies, approves, and confirms the distribution of this Purchase Contract and the
Preliminary Official Statement of the District with respect to the Series ____ Bonds, dated
__________, 2009 (together with the appendices thereto, any documents incorporated therein by
reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), in
connection with the public offering and sale of the Series ____ Bonds by the Underwriter.
OHS West:260676499.5 4
The Underwriter hereby represents that it has received and reviewed the
Preliminary Official Statement, and agrees that it will provide, consistent with the requirements
of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for the delivery of a copy of
the Official Statement to each customer who purchases any Series ____ Bonds during the
underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the
Official Statement to a national repository on or before the Closing Date, and otherwise to
comply with all applicable statutes and regulations in connection with the offering and sale of the
Series ____ Bonds, including, without limitation, MSRB Rule G-32 and 17 CFR
Section 240.15c2-12, promulgated by the Securities and Exchange Commission (“Rule 15c2-
12”).
The Underwriter hereby agrees that prior to the time the final Official Statement
is available, the Underwriter will send to any potential purchaser of the Series ____ Bonds, upon
request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official
Statement shall be sent by first class mail (or other equally prompt means) not later than the first
business day following the date upon which each such request is received.
The District will deliver to the Underwriter within seven (7) business days from
the date hereof, so many copies of the Official Statement of the District with respect to the
Series ____ Bonds as the Underwriter shall reasonably request, signed by an authorized District
representative, dated as of the date hereof, substantially in the form of the Preliminary Official
Statement with such changes thereto as shall be approved by the Underwriter, which approval
shall not be unreasonably withheld.
4. Representations and Agreements of the County. The County represents to
and agrees with the Underwriter that, as of the date hereof and as of the Closing Date:
(a) The County is a political subdivision duly organized and validly existing
under the Constitution and general laws of the State of California.
(b) The County is duly authorized and has full legal right, power and authority
to issue, sell and deliver the Series ____ Bonds on behalf of the District, pursuant to the direction
of the District contained in the District Resolution [and the Paying Agent Agreement], and to
provisions of the laws of the State of California.
(c) The County has full legal right, power and authority to enter into this
Purchase Contract [and the Paying Agent Agreement], to adopt the County Resolution and to
observe and perform the covenants and agreements hereof and of the County Resolution to be
observed and performed by the County.
(d) The County has duly adopted the County Resolution in accordance with
the laws of the State; the County Resolution is in full force and effect and has not been amended,
modified or rescinded and all representations of the County set forth in the County Resolution
are true and correct on the date hereof; the County has duly authorized and approved the
execution and delivery of the Series ____ Bonds and this Purchase Contract, and the observance
and performance by the County through its officers and agents of its covenants and agreements
contained in the Series ____ Bonds and this Purchase Contract required to have been observed or
performed at or prior to the Closing Date; and the County has complied, and will at the Closing
OHS West:260676499.5 5
be in compliance in all respects, with the obligations in connection with the issuance of the
Series ____ Bonds on its part contained in this Purchase Contract, the County Resolution, and
the Series ____ Bonds.
(e) The Preliminary Official Statement as of its date does not, and the Official
Statement as of its date will not, and if supplemented or amended, as of the date of any such
supplement or amendment will not, solely with respect to the information contained therein
describing the County’s investment policy, current portfolio holdings, and valuation procedures
(as they relate to funds of the District held by the County), contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made therein, in
light of the circumstances under which they were made, not misleading.
5. Representations and Agreements of the District. The District represents to
and agrees with the Underwriter that, as of the date hereof and as of the Closing Date:
(a) The District is a school district duly organized and validly existing under
the Constitution and general laws of the State of California.
(b) The District has full legal right, power and authority to enter into this
Purchase Contract [and the Paying Agent Agreement,] to adopt the District Resolution, and to
observe and perform the covenants and agreements of hereof and of the District Resolution to be
observed and performed by the District.
(c) The District has duly adopted the District Resolution in accordance with
the laws of the State; the District Resolution is in full force and effect and has not been amended,
modified or rescinded, and all representations of the District set forth in the District Resolution
are true and correct; the District has duly authorized and approved the execution and delivery of
the Series ____ Bonds and this Purchase Contract, and the observance and performance by the
District through its officers and agents of its covenants and agreements contained in the Series
____ Bonds and this Purchase Contract required to have been observed or performed at or prior
to the Closing Date; and the District has complied, and will at the Closing be in compliance in all
respects, with the obligations in connection with the issuance of the Series ____ Bonds on its
part contained in this Purchase Contract, the District Resolution, and the Series ____ Bonds.
(d) The District represents to the Underwriter that the Preliminary Official
Statement has been “deemed final” by the District as of its date within the meaning of
paragraph (a)(2) of Rule 15c2-12, except for the omission of some or all of such information the
omission of which is permitted under Rule 15c2-12.
(e) The Preliminary Official Statement as of its date does not, and the Official
Statement as of its date will not, and if supplemented or amended, as of the date of any such
supplement or amendment will not, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; in each case excluding therefrom any information
contained therein relating to DTC or its book-entry only system, information contained therein
describing the County’s investment policy, current portfolio holdings, and valuation procedures
(as they relate to funds of the District held by the County Treasurer-Tax Collector), information
provided by the Underwriter concerning the reoffering of the Series ____ Bonds, as to all of
OHS West:260676499.5 6
which the District expresses no view. The District disclaims any obligation after the date of
Closing to update the Preliminary Official Statement and the Official Statement.
(f) The District will undertake, pursuant to the District Resolution and a
Continuing Disclosure Certificate, to provide certain annual financial information and notices of
the occurrence of certain events, if material. A description of this undertaking is set forth in the
Preliminary Official Statement and will also be set forth in the final Official Statement.
(g) The District has, and has had, no financial advisory relationship with the
Underwriter with respect to the Series ____ Bonds, nor with any investment firm controlling,
controlled by or under common control with the Underwriter.
6. Representations and Agreements of the Underwriter. The Underwriter
represents to and agrees with the County and the District that, as of the date hereof and as of the
Closing Date:
(a) The Underwriter is duly authorized to execute this Purchase Contract and
to take any action under this Purchase Contract required to be taken by it.
(b) The Underwriter is in compliance with MSRB Rule G-37 with respect to
the County and the District, and is not prohibited thereby from acting as underwriter with respect
to securities of the District.
(c) The Underwriter has, and has had, no financial advisory relationship with
the District or the County with respect to the Series ____ Bonds, and no investment firm
controlling, controlled by or under common control with the Underwriter has or has had any such
financial advisory relationship.
(d) The Underwriter has reasonably determined that the District’s undertaking
pursuant to Sections 5(f) and 7(a)(10) hereof to provide continuing disclosure with respect to the
Series ____ Bonds is sufficient to effect compliance with Rule 15c2-12.
7. Conditions to Closing. (a) At or before Closing, and contemporaneously
with the acceptance of delivery of the Series ____ Bonds, the District will provide to the
Underwriter:
(1) a certificate, signed by an official of the District, confirming to the
Underwriter that the Preliminary Official Statement as of its date did not, and the Official
Statement as of its date and at the time of Closing did not and does not, to the best of the
knowledge of said official, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading, and that there has been no
material adverse change in the financial condition or affairs of the District which would
make it unreasonable for the Underwriter of the Series ____ Bonds to rely upon the
Official Statement in connection with the resale of the Series ____ Bonds, excluding in
each case any information contained in the Official Statement relating to DTC or its
book-entry only system, information contained therein describing the County’s
investment policy, current portfolio holdings, and valuation procedures (as they relate to
OHS West:260676499.5 7
funds of the District held by the County Treasurer-Tax Collector), information provided
by the Underwriter concerning the reoffering of the Series ____ Bonds.
(2) a certificate, signed by an official of the County, confirming to the
Underwriter that the Preliminary Official Statement as of its date did not, and the Official
Statement as of its date and at the time of Closing did not and does not, to the best of the
knowledge of said official, solely with respect to the information contained therein
describing the County’s investment policy, current portfolio holdings, and valuation
procedures (as they relate to funds of the District held by the County), contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made,
not misleading.
(3) a certificate or certificates, signed by appropriate officials of the District or
the County or both, confirming to the Underwriter that, as of the date of this Purchase
Contract and at the time of Closing, to the best of the knowledge of said official or
officials, there is no litigation pending concerning the validity of the Series ____ Bonds,
the legal existence of the District or the County, or the entitlement of the officers of the
County who have signed the Series ____ Bonds, or the entitlement of the officers of the
District who have signed the various certificates and agreements of the District relating to
the issuance and sale of Series ____ Bonds, to their respective offices.
(4) a certificate or certificates, signed by an official of the District, confirming
to the Underwriter that as of the Closing Date all of the representations of the District
contained in this Purchase Contract are true, and that the District Resolution is in full
force and effect and has not been amended, modified or rescinded.
(5) a certificate or certificates, signed by an official of the County, confirming
to the Underwriter that as of the Closing Date all of the representations of the County
contained in this Purchase Contract are true, and that the County Resolution is in full
force and effect and has not been amended, modified or rescinded.
(6) the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel with
respect to the issuance of the Series ____ Bonds (“Bond Counsel”), addressed to the
District, approving the validity of the Series ____ Bonds, substantially in the form set
forth as Appendix A to the Official Statement.
(7) a supplemental opinion of Bond Counsel dated the Closing Date and
addressed to the Underwriter, to the effect that the statements contained in the Official
Statement in the sections entitled “INTRODUCTION – Tax Matters,” “THE BONDS”
(except under the headings “Investment of Bond Proceeds,” “Estimated Sources and Uses
of Funds,” “Semiannual Debt Payments” and “Book-Entry Only System”), “LEGAL
MATTERS- Tax Matters,” and “APPENDIX A – FORM OF FINAL OPINION OF
BOND COUNSEL,” excluding any material that may be treated as included under such
captions by cross-reference, insofar as such statements expressly summarize certain
provisions of the District Resolution, the County Resolution [and the Paying Agent
Agreement], and the form and content of the opinion of Bond Counsel are accurate in all
material respects.
OHS West:260676499.5 8
(8) the opinion of Sidley Austin LLP, Disclosure Counsel with respect to the
issuance of the Series ____ Bonds (“Disclosure Counsel”) to the District substantially in
the form attached hereto as Appendix [B], subject to the satisfaction of the Underwriter
dated the date of Closing and addressed to the District and the Underwriter.
(9) the duly executed Tax Certificate of the District, dated the date of Closing,
in form satisfactory to Bond Counsel.
(10) the receipt of the County Treasurer-Tax Collector confirming payment by
the Underwriter of the Purchase Price of the Series ____ Bonds.
(11) the Continuing Disclosure Certificate of the District, in substantially the
form attached to the Preliminary Official Statement.
(12) the letters of [Moody’s Investors Service, Fitch Ratings and Standard &
Poor’s Ratings Service] to the effect that such rating agencies have rated the Series ____
Bonds “___” and “___”, respectively (or such other equivalent rating as each such rating
agency may give), and that each such rating has not been revoked or downgraded.
(13) a certified copy of the adopted District Resolution and the adopted County
Resolution.
(14) an executed copy of the Official Statement.
(15) an executed copy of this Purchase Contract.
(16) [an executing copy of the Paying Agent Agreement.]
(b) At or before Closing, and contemporaneously with the acceptance of
delivery of the Series ____ Bonds and the payment of the Purchase Price thereof, the
Underwriter will provide to the District:
(1) the receipt of the Underwriter, in form satisfactory to the District and the
County and signed by an authorized officer of the Underwriter, confirming delivery of
the Series ____ Bonds to the Underwriter and the satisfaction of all conditions and terms
of this Purchase Contract by the District and the County, respectively, and confirming to
the District and the County that as of the Closing Date all of the representations of the
Underwriter contained in this Purchase Contract are true and correct in all material
respects.
(2) the certification of the Underwriter, in form satisfactory to Bond Counsel,
regarding the prices at which the Series ____ Bonds have been reoffered to the public, as
described in Section 3 hereof.
8. Termination. (a) By District or County. In the event of the District’s
failure to cause the Series ____ Bonds to be delivered at the Closing, or inability of the District
or the County to satisfy the conditions to the obligations of the Underwriter contained herein
(unless waived by the Underwriter), or if the obligations of the Underwriter shall be terminated
for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate.
OHS West:260676499.5 9
(b) By Underwriter.
(1) Excused. The Underwriter may terminate this Purchase Contract, without
any liability therefor, by notification to the District and the County if as of the Closing
Date any of the following shall have had a material adverse effect on the marketability or
market price of the Series ____ Bonds, in the reasonable opinion of the Underwriter,
upon consultation with the District and the County:
(A) There shall have occurred and be continuing the declaration of a general
banking moratorium by any authority of the United States or the State of New
York or the State of California;
(B) There shall be in force a general suspension of trading or other material
restrictions not in force as of the date hereof on the New York Stock Exchange or
other national securities exchange;
(C) Legislation shall have been enacted by the Congress of the United States,
or passed by and still pending before either House of the Congress, or
recommended or endorsed to the Congress for passage by the President of the
United States, or favorably reported for passage to and still pending before either
House of the Congress by any committee of such House to which such legislation
has been referred for consideration, or a decision shall have been rendered by a
court of the United States, or the United States Tax Court, with respect to federal
taxation of interest received on securities of the general character of the Series
____ Bonds (exclusive of the Build America Bonds), or legislation shall have
been enacted by the State of California which renders interest on the Series ____
Bonds not exempt from State of California personal income taxes;
(D) The formal declaration of war by Congress or a major escalation of
military hostilities by order of the President of the United States, or the
occurrence of any other declared national emergency that interrupts or causes
disorder to the operation of the financial markets in the United States.
(E) Legislation shall have been enacted, or a decision of a court of the United
States shall have been rendered or any action shall have been taken by, or on
behalf of, the Securities and Exchange Commission or any other governmental
agency having jurisdiction in the subject matter which, in the opinion of Bond
Counsel, has the effect of requiring the contemplated distribution of the Series
____ Bonds to be registered under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, or the County Resolution [or the
Paying Agent Agreement] to be qualified under the Trust Indenture Act of 1939,
as amended; or
(F) The New York Stock Exchange or other national securities exchange, or
any governmental authority, shall impose and there shall be in effect, as to the
Series ____ Bonds or obligations of the general character of the Series ____
Bonds, any material restrictions not now in force, or increase materially those
OHS West:260676499.5 10
now in force, with respect to the extension of credit by, or the charges to the net
capital requirements of, underwriters.
(2) Unexcused. In the event the Underwriter shall fail (other than for a reason
permitted by this Purchase Contract) to pay for the Series ____ Bonds upon tender of the
Series ____ Bonds at the Closing, the Underwriter shall have no right in or to the Series
____ Bonds.
9. Closing. At or before 9:00 a.m., California time, [August 25, 2009], or at
such other date and time as shall have been mutually agreed upon by the County, the District,
and the Underwriter (the “Closing Date”), the District will deliver or cause to be delivered to the
Underwriter the Series ____ Bonds in book-entry form duly executed by the County, together
with the other documents described in Section 7(a) hereof; and the Underwriter will accept such
delivery and pay the Purchase Price of the Series ____ Bonds as set forth in Section 1 hereof in
immediately available funds by federal funds wire, in an aggregate amount equal to such
Purchase Price, plus accrued interest, if any, on the Series ____ Bonds from the date thereof to
the date of such payment, and shall deliver to the District the other documents described in
Section 7(b) hereof, as well as any other documents or certificates Bond Counsel shall
reasonably require.
Payment for the delivery of the Series ____ Bonds as described herein shall be
made at the offices of ___________________ in ________, __________, or at such other place
as shall have been mutually agreed upon by the County and the Underwriter. The Series ____
Bonds will be delivered through the facilities of DTC in New York, New York, or at such other
place as shall have been mutually agreed upon by the County, the District, and the Underwriter.
All other documents to be delivered in connection with the delivery of the Bonds shall be
delivered at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Such
payment and delivery is herein called the “Closing” and the date thereof the “Closing Date”.
10. Expenses. (a) The Underwriter shall pay costs of issuance of the Series
____ Bonds in an amount not to exceed $_____________, which may include any of the
following: (i) the cost of the preparation and reproduction of the District Resolution and the
County Resolution; (ii) the fees and disbursements of the District’s financial advisor with respect
to the Series ____ Bonds; (iii) the fees and disbursements of Bond Counsel and Disclosure
Counsel; (iv) the costs of the preparation, printing and delivery of the Series ____ Bonds; (v) the
costs of the preparation, printing and delivery of the Preliminary Official Statement, the Official
Statement, and any amendment or supplement thereto in the quantity requested by the
Underwriter in accordance herewith; (vi) initial rating fees of [Standard & Poor's Ratings
Services, Fitch Ratings and Moody’s Investors Service]; and (vii) fees and expenses of the
Paying Agent for the Series ____ Bonds. Any such costs or other District expenses in excess of
the stated amount shall be the responsibility of the District.
(b) All other costs and expenses incurred by the Underwriter as a result of or in
connection with the purchase of the Series ____ Bonds and their public offering and distribution
shall be borne by the Underwriter, including, but not limited to (i) clearing house fees; (ii) DTC
fees; (iii) CUSIP fees; (iv) fees required to be paid to the California Debt and Investment
Advisory Commission (“CDIAC”); (v) fees required to be paid to The Securities Industry and
OHS West:260676499.5 11
Financial Markets Association (SIFMA); (vi) MSRB fees; (vii) costs or fees of qualifying the
Series ____ Bonds for offer and sale in various states chosen by the Underwriter and the costs or
fees of preparing Blue Sky or legal investment memoranda to be used in connection therewith;
and (viii) fees of any counsel to the Underwriter.
11. Notices. Any notice or other communication to be given under this
Purchase Contract (other than the acceptance hereof as specified in the introductory paragraph
hereof) may be given to by delivering the same in writing to any party at the respective addresses
given below, or such other address as the District, the County or the Underwriter may designate
by notice to the other parties.
To the District: West Contra Costa County Unified School District
1108 Bissel Avenue
Richmond, CA 94801
Attn: Associate Superintendent for Business Services
To the County: County of Contra Costa
651 Pine Street, Room 100-102
Martinez, CA 94553
Attn: Treasurer-Tax Collector
To the Underwriter: ____________________
____________________
____________________
Attn: _______________
12. Governing Law. The validity, interpretation and performance of this
Purchase Contract shall be governed by the laws of the State of California.
13. Parties in Interest. This Purchase Contract when accepted by the County
and the District in writing as heretofore specified shall constitute the entire agreement among the
County, the District, and the Underwriter, and is solely for the benefit of the County, the District,
and the Underwriter (including the successors or assigns thereof). No other person shall acquire
or have any rights hereunder or by virtue hereof. All representations and agreements in this
Purchase Contract of each of the parties hereto shall remain operative and in full force and effect,
regardless of (a) delivery of and payment for the Series ____ Bonds hereunder, or (b) any
termination of this Purchase Contract.
14. Headings. The headings of the paragraphs and sections of this Purchase
Contract are inserted for convenience of reference only and shall not be deemed to be a part
hereof.
15. Effectiveness. This Purchase Contract shall become effective upon the
execution of the acceptance hereof by the Superintendent of the District or authorized delegate
and by the County Treasurer-Tax Collector or authorized deputy, and shall be valid and
enforceable at the time of such acceptance.
OHS West:260676499.5 12
16. Counterparts. This Purchase Contract may be executed in several
counterparts, which together shall constitute one and the same instrument.
Respectfully submitted,
___________________________
By:
Authorized Officer
Accepted: _____________, 2009
Time: ______________ p.m.
WEST CONTRA COSTA COUNTY UNIFIED
SCHOOL DISTRICT
By:
Associate Superintendent, Business Services
Accepted: _____________, 2009
Time: ______________ p.m.
COUNTY OF CONTRA COSTA
By:
County Administrator
OHS West:260676499.5
PURCHASE CONTRACT APPENDIX A
TERMS OF THE
WEST CONTRA COSTA COUNTY UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS,
(ELECTION OF 2005, SERIES A)
Purchase Price. Subject to the provisions of the Purchase Contract to which this
Appendix A is attached, the Purchase Price for all of the West Contra Costa County Unified
School District 2009 General Obligation Bonds (Election of 2005, Series ___) (the “Series ____
Bonds”) shall be $______________.
Said Purchase Price was computed as follows:
Principal amount of current interest Series ____ Bonds $___________
Initial principal (denominational) amount of capital
appreciation Series ____ Bonds
___________
Initial principal (denominational) amount of convertible
capital appreciation Series ____ Bonds
___________
Principal amount of Series ____ Bonds (Build America
Bonds)
___________
Plus original issue premium:
Total Bond Proceeds: $__________
Less underwriter’s discount (__________)
Purchase Price: $__________
I. Payment Provisions of the Series ____ Bonds
Current Interest Series ____ Bonds. The current interest Series ____ Bonds shall
be issued in the principal amounts, bear interest at the respective rates per annum, and mature in
the amounts and in the years, specified in Schedule A attached hereto.
Capital Appreciation Series ____ Bonds. The capital appreciation Series ____
Bonds shall be issued in the initial principal (denominational) amounts, mature in the maturity
values and in the years, and increase in value by accumulating interest at the interest rates, as
specified in Schedule A attached hereto.
Convertible Capital Appreciation Series ____ Bonds. The convertible capital
appreciation Series ____ Bonds shall be issued in the initial principal (denominational) amounts,
mature in the maturity values and in the years, and increase in value by accumulating interest at
the interest rates, as specified in Schedule A attached hereto.
Series ____ Bonds (Build America Bonds). The Series ____ Bonds (Build
America Bonds) shall be issued in the principal amounts, bear interest at the respective rates per
annum, and mature in the amounts and in the years, specified in Schedule A attached hereto.
OHS West:260676499.5 2
II. Optional Redemption
Current Interest Series ____ Bonds. The current interest Series ____ Bonds
maturing on or before August 1, 20__ are not subject to redemption prior to their respective
stated maturity dates. The current interest Series ____ Bonds maturing on and after August 1,
20__ are subject to redemption prior to their respective stated maturity dates, at the option of the
District, from any source of available funds, in whole or in part by lot within each maturity on
any date on or after August 1, 20__, at a redemption price equal to the principal amount of
current interest Series ____ Bonds called for redemption, plus accrued interest thereon to the
date of redemption, without premium. The District may select amounts, coupons and maturities
for redemption in its sole discretion.
Capital Appreciation Series ____ Bonds. The capital appreciation Series ____
Bonds maturing on or before August 1, 20__ are not subject to optional redemption prior to their
stated maturity dates. The capital appreciation Series ____ Bonds maturing on and after August
1, 20__ are subject to redemption prior to their respective stated maturity dates, at the option of
the District, from any source of available funds, in whole or in part by lot within each maturity
on any date on or after August 1, 20__, at a redemption price equal to ___% of the accreted value
as of the date of redemption (as set forth in Appendix [___] of the Official Statement) of the
capital appreciation Series ____ Bonds called for redemption. The District may select amounts
and maturities for redemption in its sole discretion.
Convertible Capital Appreciation Series ____ Bonds. The convertible capital
appreciation Series ____ Bonds maturing on or before August 1, 20__ are not subject to optional
redemption prior to their stated maturity dates. The capital appreciation Series ____ Bonds
maturing on and after August 1, 20__ are subject to redemption prior to their respective stated
maturity dates, at the option of the District, from any source of available funds, in whole or in
part by lot within each maturity on any date on or after August 1, 20__, at a redemption price
equal to ___% of the accreted value as of the date of redemption (as set forth in Appendix [___]
of the Official Statement) of the convertible capital appreciation Series ____ Bonds called for
redemption. The District may select amounts and maturities for redemption in its sole discretion.
Series ____ Bonds (Build America Bonds). The Series ____ Bonds (Build
America Bonds) maturing on or before August 1, 20__ are not subject to redemption prior to
their respective stated maturity dates. The current interest Series ____ Bonds maturing on and
after August 1, 20__ are subject to redemption prior to their respective stated maturity dates, at
the option of the District, from any source of available funds, in whole or in part by lot within
each maturity on any date on or after August 1, 20__, at a redemption price equal to the principal
amount of current interest Series ____ Bonds called for redemption, plus accrued interest thereon
to the date of redemption, without premium. The District may select amounts and maturities for
redemption in its sole discretion.
OHS West:260676499.5 3
III. Mandatory Sinking Fund Redemption
The current interest Series ____ Bonds maturing on August 1, 20__ and bearing
interest at the rate of ____________________ percent (____%) are also subject to mandatory
sinking fund redemption on each August 1, on and after August 1, 20__, in the respective
principal amounts as set forth in the following schedule, at a redemption price equal to [100%] of
the principal amount thereof to be redeemed, without premium:
Mandatory Sinking Fund
Redemption Date
(August 1)
Principal Amount
To be Redeemed
20__ $_________
20__† _________
____________________
† Maturity.
OHS West:260676499.5 A-1 SCHEDULE A WEST CONTRA COSTA COUNTY UNIFIED SCHOOL DISTRICT 2009 GENERAL OBLIGATION BONDS, (ELECTION OF 2005, SERIES ____ [attached pricing sheets provided by KNN Public Finance] [TO COME]
B-1
OHS West:260676499.5
PURCHASE CONTRACT APPENDIX B
FORM OF OPINION OF DISCLOSURE COUNSEL
[OH&S DRAFT 07/10/09]
OHS West:260676552.5
PAYING AGENT AGREEMENT
by and among the
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
CONTRA COSTA COUNTY, CALIFORNIA,
COUNTY OF CONTRA COSTA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Paying Agent
Dated as of [August 1, 2009]
Relating to the
$__________
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____)
(BUILD AMERICA BONDS)
TABLE OF CONTENTS
Page
OHS West:260676552.5 -i-
ARTICLE I DEFINITIONS................................................................................................. 2
SECTION 1.01 Definitions......................................................................................2
ARTICLE II THE BONDS................................................................................................... 4
SECTION 2.01 Authorization; Date; Payment of Principal and Interest;
Denominations...............................................................................4
SECTION 2.02 Form and Registration of Bonds....................................................6
SECTION 2.03 Execution and Authentication of Bonds........................................6
SECTION 2.04 Book-Entry System........................................................................7
SECTION 2.05 Transfer of Bonds upon Termination of Book-Entry System........8
SECTION 2.06 Exchange of Bonds........................................................................ 8
SECTION 2.07 Bond Register.................................................................................9
ARTICLE III ISSUANCE OF THE BONDS ........................................................................ 9
SECTION 3.01 Delivery of Bonds.......................................................................... 9
SECTION 3.02 Application of Proceeds of Sale of Bonds.....................................9
ARTICLE IV REDEMPTION OF THE BONDS.................................................................. 9
SECTION 4.01 Terms of Redemption ....................................................................9
ARTICLE V COVENANTS OF THE DISTRICT ............................................................. 12
SECTION 5.01 Payment of Principal and Interest................................................12
SECTION 5.02 Obligation to Levy Taxes for Payment of Bonds ........................13
SECTION 5.03 Validity of Bonds......................................................................... 13
SECTION 5.04 Further Assurances.......................................................................13
SECTION 5.05 Tax Covenants .............................................................................13
ARTICLE VI THE PAYING AGENT................................................................................. 14
SECTION 6.01 Appointment; Acceptance; Principal Corporate Trust
Office...........................................................................................14
SECTION 6.02 Resignation, Removal, Replacement of Paying Agent................14
SECTION 6.03 Protection of Paying Agent..........................................................14
SECTION 6.04 Reliance on Documents, Etc........................................................14
SECTION 6.05 Recitals of District.......................................................................15
SECTION 6.06 Paying Agent May Own Bonds...................................................15
SECTION 6.07 Money Held by Paying Agent; Unclaimed Moneys....................15
SECTION 6.08 Other Transactions.......................................................................16
TABLE OF CONTENTS
(continued)
Page
OHS West:260676552.5 -ii-
SECTION 6.09 Interpleader..................................................................................16
SECTION 6.10 Indemnification............................................................................16
ARTICLE VII MISCELLANEOUS...................................................................................... 16
SECTION 7.01 Counterparts................................................................................. 16
SECTION 7.02 Continuing Disclosure .................................................................16
SECTION 7.03 Notices.........................................................................................17
EXHIBIT A - FORM OF BOND...............................................................................................A-1
OHS West:260676552.5
PAYING AGENT AGREEMENT
This PAYING AGENT AGREEMENT, made and entered into as of
[August 1, 2009], by and among the WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT,
a school district duly organized and existing under and by virtue of the Constitution and laws of
the State of California (the “District”), the COUNTY OF CONTRA COSTA, a political
subdivision duly organized and existing under the Constitution and laws of the State of
California (the “County”) and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association duly organized and existing under the laws of the United
States of America, as paying agent (the “Paying Agent”), and,
W I T N E S S E T H:
WHEREAS, an election was duly called and regularly held in the District on
November 8, 2005, pursuant to Section 15100 and following of the Education Code of the State
of California, at which the following proposition was submitted to the electors of the District:
“To continue repairing all school facilities, improve classroom
safety and technology, and relieve overcrowding shall the West
Contra Costa Unified School District issue $400 million in bonds
at legal interest rates, with annual audits and a citizens' oversight
committee to monitor that funds are spent accordingly, and upon
receipt of a waiver of the District's statuary debt limit from the
State Board of Education, if required?”
and
WHEREAS, passage of said proposition required a 55% affirmative vote of the
votes cast therein, and at least 55% of the votes cast on said proposition were in favor of issuing
said bonds; and
WHEREAS, on May 17, 2006, the District issued the first series of said bonds
designated “West Contra Costa Unified School District General Obligation Bonds (Election of
2005, Series A)” in the aggregate principal amount of $70,000,000 and on July 1, 2008, the
District issued the second series of said bonds designated “West Contra Costa Unified School
District General Obligation Bonds (Election of 2005, Series B)” in the aggregate principal
amount of $120,000,000; and
WHEREAS, pursuant to Section 15140 and following of the Education Code of
the State of California, the Board of Education of the District (the “Board of Education”),
pursuant to a resolution adopted by the Board of Education on July 8, 2009 (the “District
Resolution”) has requested the Board of Supervisors of the County of Contra Costa (the
“County”) to authorize the issuance and sale of a portion of said bonds in a series designated the
“West Contra Costa Unified School District 2009 General Obligation Bonds (Election of 2005,
Series ____)” (the “Bonds”) issued pursuant to this Paying Agent Agreement as tax credit or
subsidy Build America Bonds pursuant to the Recovery Act in an aggregate principal amount of
$___________, according to the terms and in the manner hereinafter set forth; and
OHS West:260676552.5 2
WHEREAS, the Board of Education has found and determined that it is
advantageous to the District to issue the Bonds as tax credit or tax subsidy Build America Bonds
(the “Build America Bonds”) under the American Recovery and Reinvestment Act of 2009 (the
“Recovery Act”); and
WHEREAS, the County and the District have found and determined that all acts,
conditions and things required by law to exist, to have happened and to have been performed
precedent to and in connection with the execution and entering into of this Paying Agent
Agreement do exist, have happened and have been performed in regular and due time, form and
manner as required by law, and the parties hereto are now duly authorized to execute and enter
into this Paying Agent Agreement;
NOW, THEREFORE, in order to secure the payment of the Bonds and the
performance and observance by the District of all the covenants, agreements and conditions
herein and in the Bonds contained, and in consideration of the mutual covenants and agreements
contained herein, and for other valuable consideration, the County, the District and the Paying
Agent hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. Unless the context otherwise requires, the
terms defined in this Section 1.01 shall, for all purposes hereof and of any amendment hereof or
supplement hereto and of the Bonds and of any certificate, opinion, request or other document
mentioned herein or therein, have the meanings defined herein, the following definitions to be
equally applicable to both the singular and plural forms of any of the terms defined herein:
“Authorized County Representative” shall mean the Chair of the Board of
Supervisors, the County Administrator of the County, the Treasurer-Tax Collector of the County
or the County Finance Director, or any deputy or designee thereof, or any other officer of the
County designated by the Board of Supervisors.
“Authorized District Representative” shall mean the Superintendent of the
District, the Associate Superintendent for Business Services, the Executive Director of Business
Services, and the Associate Superintendent of Operations, or any other designee of the Board of
Education, acting with the authority of the Board of Education.
“Board” shall mean the Board of Education of the District.
“Board of Supervisors” shall mean the Board of Supervisors of the County.
“Bondowner,” “Bondholder,” “Owner,” or “Holder” shall mean the person in
whose name any Bond shall be registered.
OHS West:260676552.5 3
“Bonds” shall mean the West Contra Costa Unified School District 2009 General
Obligation Bonds (Election of 2005, Series ____), issued pursuant to this Paying Agent
Agreement as tax credit or tax subsidy Build America Bonds pursuant to the Recovery Act.
“Business Day” shall mean any day of the week other than a Saturday or a
Sunday on which the Paying Agent is not required or authorized to remain closed, and on which
the New York Stock Exchange is open for business.
“Certificate of the District.” See “Request of the District” defined herein.
“Code” shall mean the Internal Revenue Code of 1986, as the same shall be
hereafter amended, and any regulations heretofore issued or which shall be hereafter issued by
the United States Department of the Treasury thereunder.
“Continuing Disclosure Certificate” shall mean that certain Continuing Disclosure
Certificate executed and delivered by the District, dated the date of delivery of the Bonds, as
originally executed and as it may be amended from time to time in accordance with the terms
thereof.
“County” shall mean the County of Contra Costa, State of California.
“County Resolution” means the resolution of the Board of Supervisors, adopted
on July 21, 2009, authorizing the issuance of the Bonds.
“District” shall mean the West Contra Costa Unified School District, located in
the County.
“Holder.” See “Bondowner” defined herein.
“Interest and Sinking Fund” shall mean the Interest and Sinking Fund of the
District administered by the Treasurer, established pursuant to State law.
“Interest Payment Date” shall mean February 1 and August 1 of each year. The
first Interest Payment Date shall be [February 1, 2010].
“Law” shall mean Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5
(commencing with Section 53506) of the California Government Code, and other applicable law.
“Office of the Treasurer” shall mean the Office of the Treasurer-Tax Collector of
the County, located in Martinez, California.
“Order of the District.” See “Request of the District” defined herein.
“Opinion of Counsel” shall mean a written opinion of counsel of recognized
national standing in the field of law relating to municipal bonds, appointed and paid by the
District.
“Owner.” See “Bondowner” defined herein.
OHS West:260676552.5 4
“Paying Agent” shall mean The Bank of New York Mellon Trust Company, N.A.,
as initial paying agent, registrar, and transfer agent with respect to the Bonds, its successors and
assigns and any other corporation or association which may at any time be substituted in its place
as provided in Section 6.02 hereof.
“Paying Agent Agreement” shall mean this agreement, by and among the County,
the District and the Paying Agent.
“Principal Corporate Trust Office” of the Paying Agent shall have the meaning
given that term in Section 6.01 hereof.
“Record Date” shall mean the 15th day of the month preceding any Interest
Payment Date. The first Record Date shall be [January 15, 2010].
“Recovery Act” shall mean the American Recovery and Reinvestment Act of
2009.
“Redemption Date” shall mean the date on which the Bonds or any of them are
called for redemption, as provided in Section 4.01 hereof.
“Request of the District” or “Order of the District” shall mean a written request,
certificate or order, respectively, authorized and signed by an Authorized District Representative.
“State” shall mean the State of California.
“Tax Certificate” shall mean the Tax Certificate concerning certain matters
pertaining to the use of proceeds of the Bonds, executed and delivered by the District on the date
of issuance of the Bonds, including all exhibits attached thereto, as such certificate may from
time to time be modified or supplemented in accordance with the terms thereof.
“Treasurer” shall mean the Treasurer-Tax Collector of the County.
ARTICLE II
THE BONDS
SECTION 2.01 Authorization; Date; Payment of Principal and Interest;
Denominations. The Bonds shall be issued for the purpose of providing funds to pay for the
repair and improvements of school facilities and to pay costs incurred in connection with the
issuance, sale and delivery of the Bonds. The Bonds shall be issued by the District under and
subject to the terms of the District Resolution, the County Resolution, this Paying Agent
Agreement, the Law and the Recovery Act, and shall be designated as the “West Contra Costa
Unified School District 2009 General Obligation Bonds (Election of 2005, Series ____),” and
shall be in the aggregate principal amount of $__________. The Bonds are hereby designated as
“Build America Bonds” under the Recovery Act.
OHS West:260676552.5 5
The Bonds shall be dated as of ___________, 2009. The Bonds shall bear interest
at the respective rates shown in the table in this Section 2.01 below, payable on February 1 and
August 1 of each year, commencing [February 1, 2010]. Each Bond authenticated and registered
on any date prior to the close of business on the first Record Date shall bear interest from the
date of said Bond. Each Bond authenticated during the period between any Record Date and the
close of business on its corresponding Interest Payment Date shall bear interest from such
Interest Payment Date. Any other Bond shall bear interest from the Interest Payment Date
immediately preceding the date of its authentication. If, at the time of authentication of any
Bond, interest is in default on outstanding Bonds, such Bond shall bear interest from the Interest
Payment Date to which interest has previously been paid or made available for payment on the
outstanding Bonds. Interest on the Bonds shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
The Bonds shall be issued in fully registered form, [without coupons], in the
denomination of $5,000 principal amount or any integral multiple thereof, provided that no Bond
shall mature on more than one maturity date.
The Bonds shall mature on August 1 in each of the years and principal amounts
and bear interest at the annual rates of interest shown below:
Maturity Principal Interest
(August 1) Amount Rate
2010 $ %
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
OHS West:260676552.5 6
2033
2034
The principal and any premium of the Bonds shall be payable in lawful money of
the United States of America to the Owner thereof, upon the surrender thereof at the Principal
Corporate Trust Office of the Paying Agent or at such other location as the Paying Agent shall
designate.
The interest on the Bonds shall be payable in like lawful money to the person
whose name appears on the bond registration books of the Paying Agent as the Owner thereof as
of the close of business on the applicable Record Date for each Interest Payment Date, whether
or not such day is a Business Day. Payment of the interest on any Bond shall be made by check
or draft mailed by first class mail on each Interest Payment Date (or on the following Business
Day, if the Interest Payment Date does not fall on a Business Day) to such Owner at such
Owner’s address as it appears on such registration books or at such address as the Owner may
have filed with the Paying Agent for that purpose; or upon written request of the Owner of
Bonds aggregating not less than $1,000,000 in principal amount, given no later than the Record
Date immediately preceding the applicable Interest Payment Date, by wire transfer in
immediately available funds to an account maintained in the United States at such wire address
as such Owner shall specify in its written notice. So long as Cede & Co. or its registered assigns
shall be the registered owner of any of the Bonds, payment shall be made thereto by wire transfer
as provided in Section 2.04(d) hereof.
SECTION 2.02 Form and Registration of Bonds. (a) The Bonds , the
Paying Agent’s certificate of authentication and registration, and the form of assignment to
appear thereon shall be in substantially the forms, respectively, attached hereto as Exhibit A,
with necessary or appropriate variations, omissions and insertions as permitted or required by
this Paying Agent Agreement; provided that if a portion of the text of any Bond is printed on the
reverse of the bond, the following legend shall be printed on the bond: “THE PROVISIONS OF
THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.”.
(b) The Bonds when issued shall be registered in the name of “Cede & Co.,” as
nominee of The Depository Trust Company, New York, New York, and shall be initially issued
as one bond for each of the maturities of the Bonds, in the principal amounts set forth in the table
in Section 2.01. The Depository Trust Company is hereby appointed depository for the Bonds
and registered ownership of the Bonds may not thereafter be transferred except as provided in
Sections 2.04 and 2.05 hereof.
SECTION 2.03 Execution and Authentication of Bonds. The Bonds shall
be signed by the manual or facsimile signatures of the Chair of the Board of Supervisors and of
the Treasurer-Tax Collector of the County and countersigned by the manual or facsimile
signature of the Clerk of the Board of Supervisors or by a deputy of either of said Clerk or of the
Treasurer-Tax Collector. The Bonds shall be authenticated by a manual signature of a duly
authorized officer of the Paying Agent.
OHS West:260676552.5 7
Only such of the Bonds as shall bear thereon a certificate of authentication and
registration in the form given in Appendix A hereto, executed by the Paying Agent, shall be valid
or obligatory for any purpose or entitled to the benefits of this Paying Agent Agreement, and
such certificate of the Paying Agent shall be conclusive evidence that the Bonds so authenticated
have been duly authenticated and delivered hereunder and are entitled to the benefits of this
Paying Agent Agreement.
SECTION 2.04 Book-Entry System. (a) The Bonds shall be initially
issued and registered as provided in Section 2.02(b) hereof. Registered ownership of the Bonds,
or any portion thereof, may not thereafter be transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust
Company, or its nominee, or to any substitute depository designated pursuant to
clause (ii) of this Section 2.04 (a “substitute depository”); provided, that any successor of
Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall
be qualified under any applicable laws to provide the services proposed to be provided by
it;
(ii) To any substitute depository not objected to by the District, upon (1) the
resignation of The Depository Trust Company or its successor (or any substitute
depository or its successor) from its functions as depository, or (2) a determination by the
District to substitute another depository for The Depository Trust Company (or its
successor) because The Depository Trust Company or its successor (or any substitute
depository or its successor) is no longer able to carry out its functions as depository;
provided, that any such substitute depository shall be qualified under any applicable laws
to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository
Trust Company or its successor (or substitute depository or its successor) from its
functions as depository, or (2) a determination by the District to remove The Depository
Trust Company or its successor (or any substitute depository or its successor) from its
functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a)
hereof, upon receipt of the outstanding Bonds by the Paying Agent, together with a Request of
the District, a new Bond for each maturity shall be executed and delivered pursuant to the
procedures described in the third paragraph of Section 2.05 hereof in the aggregate principal
amount of the 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 Request of
the District. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon
receipt of the outstanding Bonds by the Paying Agent together with a Request of the District,
new Bonds shall be executed and delivered in such denominations numbered in the manner
determined by the Paying Agent and registered in the names of such persons as are requested in
such Request of the District, subject to the limitations of Section 2.01 and the receipt of such a
Request of the District, and thereafter, the Bonds shall be transferred pursuant to the provisions
set forth in Section 2.05 of this Paying Agent Agreement; provided, that the Paying Agent shall
not be required to deliver such new Bonds within a period of fewer than 60 days.
OHS West:260676552.5 8
(c) The District and the Paying Agent shall be entitled to treat the person in
whose name any Bond is registered as the Owner thereof, notwithstanding any notice to the
contrary received by the Paying Agent or the District, and the District and the Paying Agent shall
have no responsibility for transmitting payments to, communicating with, notifying, or otherwise
dealing with any beneficial owners of the Bonds. Neither the District nor the Paying Agent shall
have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other
party including The Depository Trust Company or its successor (or substitute depository or its
successor), except as the owner of any Bonds.
(d) So long as the outstanding Bonds are registered in the name of Cede & Co. or
its registered assigns, the District and the Paying Agent shall cooperate with Cede & Co., as sole
Owner, or its registered assigns, in effecting payment of the principal of and interest on the
Bonds by arranging for payment in such manner that funds for such payments are properly
identified and are made immediately available (e.g., by wire transfer) on the date they are due.
SECTION 2.05 Transfer of Bonds upon Termination of Book-Entry
System. In the event that at any time the Bonds shall no longer be registered in the name of
Cede & Co. as a result of the operation of Section 2.04 hereof, then the procedures contained in
this Section 2.05 shall apply.
Any Bond may, in accordance with its terms, be transferred upon the books
required to be kept pursuant to the provisions of Section 2.07 hereof by the person in whose
name it is registered, in person or by the duly authorized attorney of such person, upon surrender
of such Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed
written instrument of transfer in a form approved by the Paying Agent.
Whenever any Bond or Bonds shall be surrendered for transfer, the designated
District officials shall execute (as provided in Section 2.03 hereof) and the Paying Agent shall
authenticate and deliver a new Bond or Bonds of the same maturity, for a like aggregate
principal amount and bearing the same rate or rates of interest. The Paying Agent shall require
the payment by the Bondowner requesting any such transfer of any tax or other governmental
charge required to be paid with respect to such transfer.
No transfer of Bonds shall be required to be made by the Paying Agent during the
period from the close of business on the Record Date next preceding any Interest Payment Date
or Redemption Date to and including such Interest Payment Date or Redemption Date.
SECTION 2.06 Exchange of Bonds. Bonds may be exchanged at the office
of the Paying Agent in Los Angeles, California, or such other place as the Paying Agent shall
designate, for a like aggregate principal amount of Bonds of other authorized denominations of
the same maturity and interest rate. The Paying Agent shall require the payment by the
Bondowner requesting such exchange of any tax or other governmental charge required to be
paid with respect to such exchange. No exchange of Bonds shall be required to be made by the
Paying Agent during the period from the close of business on the Record Date next preceding
any Interest Payment Date or Redemption Date to and including such Interest Payment Date or
Redemption Date.
OHS West:260676552.5 9
SECTION 2.07 Bond Register. (a) The Paying Agent will keep or cause to
be kept, at its Principal Corporate Trust Office, sufficient books for the registration and transfer
of the Bonds, which shall at all times be open to inspection by the District and the County, and,
upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as
it may prescribe, register or transfer or cause to be registered or transferred, on said books,
Bonds as hereinbefore provided.
(b) The Paying Agent shall assign each Bond authenticated and registered by it a
distinctive letter or number, or letter and number.
ARTICLE III
ISSUANCE OF THE BONDS
SECTION 3.01 Delivery of Bonds. The Paying Agent is hereby authorized
to authenticate and deliver the Bonds to or upon the Request of the District.
SECTION 3.02 Application of Proceeds of Sale of Bonds. Upon the
delivery of the Bonds to the initial purchaser thereof and the receipt from said initial purchaser of
the net purchase price of the Bonds (consisting of the par amount thereof, plus the original issue
premium of $_____________, less the underwriter’s discount of $_____________), the District
shall cause said net purchase price of the Bonds to be deposited with the Paying Agent and the
Paying Agent shall deposit (or transfer) said amount as follows:
(i) $___________ to the Building Fund, which is held by the Treasurer;
(ii) $___________ to the West Contra Costa Unified School District Series ___
Bonds Costs of Issuance Account, which is hereby created and which shall be
held and administered by the Paying Agent hereunder. Amounts deposited in the
Series ____ Costs of Issuance Account shall be paid on the Order of the District.
On ___________, 2009, the 180th day following the date of issue of the Bonds, or
upon prior Order of the District, the Paying Agent shall transfer any remaining
amounts in the Series ____ Costs of Issuance Fund to the Treasurer for deposit in
the Interest and Sinking Fund of the District.
Funds held by the Paying Agent hereunder shall be invested in ___________________, unless
otherwise directed by an Order of the District.
ARTICLE IV
REDEMPTION OF THE BONDS
SECTION 4.01 Terms of Redemption. (a) Optional Redemption. Bonds
maturing on or before August 1, 20__, are not subject to redemption prior to their respective
stated maturity dates. Bonds maturing on and after August 1, 20__ are subject to redemption
OHS West:260676552.5 10
prior to their respective stated maturity dates, at the option of the District, from any source of
available funds, as a whole or in part on any date, on or after August 1, 20__. If less than all of
the Bonds are called for redemption, Bonds shall be redeemed in inverse order of maturities (or
as otherwise directed by the District), and if less than all of the Bonds of any given maturity are
called for redemption, the portions of Bonds of a given maturity to be redeemed shall be
determined by lot. Bonds shall be redeemed at the following redemption prices (expressed as a
percentage of the principal amount of the Bonds called for redemption), together with interest
accrued thereon to the date of redemption:
Optional
Redemption Date Redemption Price
August 1, 20__ and thereafter 100%
(b) Mandatory Sinking Fund Redemption. [The Bonds shall not be subject to
mandatory sinking fund redemption prior to their stated maturity dates].
(c) Notice of Redemption. Notice of redemption of any Bonds shall be given
by the Paying Agent upon the Written Request of the District. Notice of any redemption of
Bonds shall be mailed postage prepaid, not less than 30 nor more than 60 days prior to the
redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing
on the bond registration books described in Section 2.07, and (ii) as may be further required in
accordance with the Continuing Disclosure Certificate.
Each notice of redemption shall contain all of the following information:
(i) the date of such notice;
(ii) the name of the Bonds and the date of issue of the Bonds;
(iii) the redemption date;
(iv) the redemption price;
(v) the dates of maturity of the Bonds to be redeemed;
(vi) (if less than all of the Bonds of any maturity are to be redeemed) the
distinctive numbers of the Bonds of each maturity to be redeemed;
(vii) (in the case of Bonds redeemed in part only) the respective portions of the
principal amount of the Bonds of each maturity to be redeemed;
(viii) the CUSIP number, if any, of each maturity of Bonds to be redeemed;
(ix) a statement that such Bonds must be surrendered by the Owners at the
Principal Corporate Trust Office of the Paying Agent, or at such other
place or places designated by the Paying Agent; and
OHS West:260676552.5 11
(x) notice that further interest on such Bonds will not accrue after the
designated redemption date.
(d) Effect of Notice. A certificate of the Paying Agent or the District that
notice of call and redemption has been given to Owners as herein provided shall be conclusive as
against all parties. The actual receipt by the Owner of any Bond of notice of redemption shall
not be a condition precedent to redemption, and failure to receive such notice, or any defect in
the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds
or the cessation of interest on the date fixed for redemption.
When notice of redemption has been given substantially as provided for herein,
and when the redemption price of the Bonds called for redemption is set aside for the purpose as
described in subsection (f) of this Section, the Bonds designated for redemption shall become
due and payable on the specified redemption date and interest shall cease to accrue thereon as of
the redemption date, and upon presentation and surrender of such Bonds at the place specified in
the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof
out of the money provided therefor. The Owners of such Bonds so called for redemption after
such redemption date shall look for the payment of such Bonds and the redemption premium
thereon, if any, only to the Interest and Sinking Fund or the escrow fund established for such
purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be
reissued.
(e) Right to Rescind Notice. The District may rescind any optional
redemption and notice thereof for any reason on any date on or prior to the date fixed for
redemption by causing written notice of the rescission to be given to the owners of the Bonds so
called for redemption. Any optional redemption and notice thereof shall be rescinded if for any
reason on the date fixed for redemption moneys are not available in the interest and sinking fund
or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the
principal of, interest, and any premium due on the Bonds called for redemption. Notice of
rescission of redemption shall be given in the same manner in which notice of redemption was
originally given. The actual receipt by the owner of any Bond of notice of such rescission shall
not be a condition precedent to rescission, and failure to receive such notice or any defect in such
notice shall not affect the validity of the rescission.
(f) Redemption Fund. Prior to or on the redemption date of any Bonds there
shall be available in the Interest and Sinking Fund of the District, or held in trust for such
purpose as provided by law, moneys for the purpose and sufficient to redeem, at the premiums
payable as in this Paying Agent Agreement provided, the Bonds designated in said notice of
redemption. Such moneys so set aside in any such escrow fund shall be applied on or after the
redemption date solely for payment of principal of and premium, if any, on the Bonds to be
redeemed upon presentation and surrender of such Bonds, provided that all moneys in the
Interest and Sinking Fund of the District shall be used for the purposes established and permitted
by law. Any interest due on or prior to the redemption date shall be paid from the Interest and
Sinking Fund of the District, unless otherwise provided for to be paid from such escrow. If, after
all of the Bonds have been redeemed and cancelled or paid and cancelled, there are moneys
remaining in the Interest and Sinking Fund of the District or otherwise held in trust for the
payment of redemption price of the Bonds, said moneys shall be held in or returned or
OHS West:260676552.5 12
transferred to the Interest and Sinking Fund of the District for payment of any outstanding bonds
of the District payable from said fund; provided, however, that if said moneys are part of the
proceeds of bonds of the District, said moneys shall be transferred to the fund created for the
payment of principal of and interest on such bonds. If no such bonds of the District are at such
time outstanding, said moneys shall be transferred to the general fund of the District as provided
and permitted by law.
(g) Defeasance of Bonds. If at any time the District shall pay or cause to be
paid or there shall otherwise be paid to the Owners of all outstanding Bonds all of the principal,
interest and premium, if any, represented by Bonds at the times and in the manner provided
herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by
law consistent herewith, then such Owners shall cease to be entitled to the obligation to levy
taxes for payment of the Bonds as described in Section 5.02 hereof, and such obligation and all
agreements and covenants of the District to such Owners hereunder and under the Bonds shall
thereupon be satisfied and discharged and shall terminate, except only that the District shall
remain liable for payment of all principal, interest and premium, if any, represented by the
Bonds, but only out of moneys on deposit in the Interest and Sinking Fund or otherwise held in
trust for such payment; and provided further, however, that the provisions of Section 6.07 hereof
shall apply in all events.
For purposes of this Section 4.01, the District may pay and discharge any or all of
the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity,
money or non-callable direct obligations of the United States of America or other non-callable
obligations the payment of the principal of and interest on which is guaranteed by a pledge of the
full faith and credit of the United States of America, in an amount which will, together with the
interest to accrue thereon and available moneys then on deposit in the Interest and Sinking Fund
of the District, be fully sufficient in the opinion of a certified public accountant licensed to
practice in the State to pay and discharge the indebtedness on such Bonds (including all
principal, interest and redemption premiums) at or before their respective maturity dates.
ARTICLE V
COVENANTS OF THE DISTRICT
SECTION 5.01 Payment of Principal and Interest. On or prior to the date
any payment is due in respect of the Bonds, the District will cause moneys to be deposited with
the Paying Agent sufficient to pay the principal and the interest (and premium, if any) to become
due in respect of all Bonds outstanding on such payment date. When and as paid in full, and
following surrender thereof to the Paying Agent, all Bonds shall be cancelled by the Paying
Agent, and thereafter they shall be destroyed. The Paying Agent hereby acknowledges, and the
Treasurer by acknowledgement of this Paying Agent Agreement hereby acknowledges, that
pursuant to the general laws of the State, the obligation to levy and collect taxes for the payment
of the Bonds, and to pay principal and interest on the Bonds when due, are legal obligations of
the County and the Treasurer and shall be performed by the Treasurer.
OHS West:260676552.5 13
SECTION 5.02 Obligation to Levy Taxes for Payment of Bonds. The
Board of Supervisors and officers of the County are obligated by statute to provide for the levy
and collection of property taxes in each year sufficient to pay all principal and interest coming
due on the Bonds in such year, and to pay from such taxes all amounts due on the Bonds. The
District shall take all steps required by law and by the County to ensure that the Board of
Supervisors shall annually levy a tax upon all taxable property in the District sufficient to redeem
the Bonds, and to pay the principal, redemption premium, if any, and interest thereon as and
when the same become due. The District is not obligated to pledge and pledges no moneys
hereunder other than as provided for and required by the Law.
SECTION 5.03 Validity of Bonds. The recital contained in the Bonds that
the same are regularly issued pursuant to the Law and the Recovery Act shall be conclusive
evidence of their validity and of compliance with the provisions of the Law and the Recovery
Act in their issuance.
SECTION 5.04 Further Assurances. The District will promptly execute
and deliver or cause to be executed and delivered all such other and further instruments,
documents or assurances, and promptly do or cause to be done all such other and further things,
as may be necessary or reasonably required in order to further and more fully vest in the
Bondowners all rights, interest, powers, benefits, privileges and advantages conferred or
intended to be conferred upon them by this Paying Agent Agreement.
SECTION 5.05 Tax Covenants. (a) Interest on the Bonds is included in
the gross income of the beneficial owners thereof under the Code. The District shall deliver a
Tax Certificate regarding the Bonds containing necessary and appropriate representations and
covenants as Bond Counsel shall require regarding compliance with the Code applicable to the
Bonds. This covenant shall survive payment in full or defeasance of the Bonds.
(b) In the event that at any time the District is of the opinion that for purposes
of this Section 5.05 it is necessary or helpful to restrict or limit the yield on the investment of any
moneys held by the Paying Agent or the Treasurer on behalf of the District, the District shall so
instruct the Paying Agent or Treasurer in writing.
(c) Notwithstanding any provision of this Section 5.05, if the District shall
obtain and provide to the Paying Agent or the Treasurer, as appropriate, an Opinion of Counsel
that any specified action required under this Section 5.05 is no longer required, the Paying Agent
and Treasurer may conclusively rely on such Opinion of Counsel in complying with the
requirements of this Section 5.05 and of the Tax Certificate, and the covenants hereunder shall
be deemed to be modified to that extent.
OHS West:260676552.5 14
ARTICLE VI
THE PAYING AGENT
SECTION 6.01 Appointment; Acceptance; Principal Corporate Trust
Office. (a) Appointment and Acceptance of Duties. The Bank of New York Mellon Trust
Company, N.A., is hereby appointed the initial Paying Agent, and hereby accepts and agrees to
perform the duties and obligations of the Paying Agent, registrar and transfer agent specifically
imposed upon it by this Paying Agent Agreement, and no implied duties shall be read into this
Paying Agent Agreement against the Paying Agent.
The Paying Agent is hereby authorized and hereby agrees to pay or redeem the
Bonds when duly presented for payment at maturity, or on prior redemption, and to cancel all
Bonds upon payment thereof. The Paying Agent shall keep accurate records of all funds
administered by it and of all Bonds paid and discharged.
(b) Principal Corporate Trust Office. Unless otherwise specifically noted, any
reference herein to the “principal corporate trust office” of the Paying Agent for purposes of
transfer, registration, exchange, payment, surrender of the Bonds, and for all other purposes shall
mean the corporate trust office of the Paying Agent in Los Angeles, California; provided,
however, that in any case “principal corporate trust office” shall mean any other office of the
Paying Agent designated for a particular purpose, and shall include the principal corporate trust
office or other designated office of any successor paying agent.
SECTION 6.02 Resignation, Removal, Replacement of Paying Agent. The
Paying Agent may at any time resign by giving written notice to the District and the County of
such resignation, whereupon the Treasurer or the District shall promptly appoint a successor
Paying Agent by the resignation date. Resignation of the Paying Agent will be effective 30 days
after notice of the resignation is given as stated above or upon appointment of a successor Paying
Agent, whichever first occurs. The Treasurer or the District may at any time remove the Paying
Agent and any successor Paying Agent by an instrument given in writing, with copy to the
District. After removal or receiving a notice of resignation of the Paying Agent, the Treasurer or
the District may appoint a temporary Paying Agent or the Treasurer may temporarily assume the
duties of the Paying Agent to replace the former Paying Agent until the Treasurer or the District
appoints a successor Paying Agent. Any such temporary Paying Agent so appointed by the
Treasurer or the District shall immediately and without further act be superseded by the
successor Paying Agent upon the appointment of and acceptance thereof by such successor.
SECTION 6.03 Protection of Paying Agent. The Paying Agent hereby
agrees, provided sufficient immediately available funds have been provided to it for such
purpose by or on behalf of the District, to use the funds deposited with it solely for payment of
the principal of and interest on the Bonds as the same shall become due or become subject to
earlier redemption.
SECTION 6.04 Reliance on Documents, Etc.
OHS West:260676552.5 15
(a) The Paying Agent may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions
furnished to the Paying Agent by the District.
(b) The Paying Agent shall not be liable for any error of judgment
made in good faith. The Paying Agent shall not be liable for other than its negligence or
willful misconduct in connection with any act or omission hereunder.
(c) No provision of this Paying Agent Agreement shall require the
Paying Agent to expend or risk its own funds or otherwise incur any financial liability for
performance of any of its duties hereunder, or in the exercise of any of its rights or
powers.
(d) The Paying Agent may rely, or be protected in acting or refraining
from acting, upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note, security or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or
parties. The Paying Agent need not examine the ownership of any Bond, but is protected
in acting upon receipt of Bonds containing an endorsement or instruction of transfer or
power of transfer which appears on its face to be signed by the Bondowner or agent of
the Bondowner.
(e) The Paying Agent may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel shall be full authorization and
protection with respect to any action taken, suffered or omitted by it hereunder in good
faith and reliance thereon.
(f) The Paying Agent may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through agents or attorneys.
SECTION 6.05 Recitals of District. The recitals contained herein and in
the Bonds shall be taken as the statements of the District, and the Paying Agent assumes no
responsibility for their correctness.
SECTION 6.06 Paying Agent May Own Bonds. The Paying Agent, in its
individual or any other capacity, may become the owner or pledgee of Bonds with the same
rights it would have if it were not the Paying Agent for the Bonds.
SECTION 6.07 Money Held by Paying Agent; Unclaimed Moneys. Money
held by the Paying Agent hereunder may be commingled with other funds held by the Paying
Agent, but shall be separately accounted for. Except as otherwise provided herein, the Paying
Agent shall have no duties with respect to investment of funds deposited with it and shall be
under no obligation to pay interest on any money received by it hereunder.
Any money held in any fund created pursuant to this Paying Agent Agreement, or
held by the Paying Agent in trust, for the payment of the principal of, redemption premium, if
any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of
the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be
OHS West:260676552.5 16
transferred to the Interest and Sinking Fund of the District for payment of any outstanding bonds
of the District payable from said fund; or, if no such bonds of the District are at such time
outstanding, said moneys shall be transferred to the general fund of the District as provided and
permitted by law.
SECTION 6.08 Other Transactions. The Paying Agent may engage in or
be interested in any financial or other transaction with the District.
SECTION 6.09 Interpleader. The Paying Agent may seek adjudication of
any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court
of competent jurisdiction. The Paying Agent has the right to file an action in interpleader in any
court of competent jurisdiction to determine the rights of any person claiming any interest herein.
SECTION 6.10 Indemnification. The District shall indemnify the Paying
Agent, its officers, directors, employees, and agents (“Indemnified Parties”) for, and hold them
harmless against any loss, cost, claim, liability or expense arising out of or in connection with the
Paying Agent’s acceptance or administration of the Paying Agent’s duties hereunder or under the
Bonds (except any loss, liability or expense as may be adjudicated by a court of competent
jurisdiction to be attributable to the Paying Agent’s negligence or willful misconduct), including
without limitation the cost and expense (including its counsel fees and disbursements, including
the allocated costs and disbursements of internal counsel) of defending itself against any claim or
liability (except such action as may be brought against the Paying Agent by the District) in
connection with the exercise or performance of any of its powers or duties under this Paying
Agent Agreement. The provisions of this Section 6.10 shall survive termination of this Paying
Agent Agreement and shall continue for the benefit of any Paying Agent after its resignation as
Paying Agent hereunder.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01 Counterparts. This Paying Agent Agreement may be
signed in several counterparts, each of which will constitute an original, but all of which shall
constitute one and the same instrument.
SECTION 7.02 Continuing Disclosure. The District hereby covenants and
agrees that it shall comply with and carry out all of the provisions of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this Paying Agent Agreement, failure of the
District to comply with the Continuing Disclosure Certificate shall not be considered an event of
default hereunder; provided that any Owner or Beneficial Owner (as defined below) may take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the District to comply with its obligations under this
Section 7.02. For purposes of this Section 7.02, “Beneficial Owner” means any person which
has or shares the power, directly or indirectly, to make investment decisions concerning
ownership of any Bonds (including persons holding Bonds through nominees, depositories or
other intermediaries).
OHS West:260676552.5 17
SECTION 7.03 Notices. Unless otherwise specified herein, all notices,
statements, orders, requests or other communications hereunder by any party to another shall be
in writing and shall be sufficiently given and served upon the other party if delivered personally
or if mailed by United States registered or certified mail, return receipt requested, postage
prepaid, or if given by fax, electronically, or other means of written communication and
confirmed by mail:
If to the District:
West Contra Costa Unified School District
1108 Bissel Avenue
Richmond, CA 94801
Attn: Associate Superintendent for Business Services
If to the County:
Treasurer-Tax Collector
County of Contra Costa
651 Pine Street, Room 100-102
Martinez, CA 94553
If to the Paying Agent:
The Bank of New York Mellon Trust Company, N.A.
700 South Flower Street, Suite 500
Los Angeles, CA 90017
Attn: Corporate Trust Administration
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
OHS West:260676552.5 18
IN WITNESS WHEREOF, the parties hereto have caused this Paying Agent
Agreement, relating to the WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009
GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____), to be duly executed
by their officers duly authorized as of the date first written above.
WEST CONTRA COSTA UNIFIED SCHOOL
DISTRICT
By ______________________________________
Authorized District Representative
COUNTY OF CONTRA COSTA
Treasurer-Tax Collector
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By ______________________________________
Authorized Officer
OHS West:260676552.5 A-1
EXHIBIT A
[FORM OF BOND]
Number UNITED STATES OF AMERICA Amount
R-__ STATE OF CALIFORNIA $_________
CONTRA COSTA COUNTY
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____)
(BUILD AMERICA BOND)
Interest Rate Maturity Date Dated as of CUSIP NO.
____% August 1, 20__ ___________, 2009 ________
Registered Owner: CEDE & CO.
Principal Sum: ________________________ DOLLARS
On behalf of West Contra Costa Unified School District, Contra Costa County,
State of California (herein called the “District”), the County of Contra Costa (the “County”)
hereby acknowledges itself obligated to and promises to pay to the registered owner identified
above or registered assigns, but only from taxes collected by the County for such purpose
pursuant to Section 15250 of the Education Code of the State of California and other amounts
lawfully on deposit in the Interest and Sinking Fund of the District , on the maturity date set forth
above or upon redemption prior thereto, the principal sum specified above in lawful money of
the United States of America, and to pay interest thereon in like lawful money at the interest rate
per annum stated above, computed on the basis of a 360-day year of twelve 30-day months,
payable on February 1 and August 1 of each year, commencing _______________ 1, 20__, until
payment of said principal sum. If this bond is authenticated and registered on any date prior to
the close of business on __________ 15, 20__, it shall bear interest from the date hereof. If
authenticated during the period between any Record Date (defined as the 15th day of the month
preceding an interest payment date) and the close of business on its corresponding interest
payment date, it shall bear interest from such interest payment date. Otherwise, this bond shall
bear interest from the interest payment date immediately preceding the date of its authentication.
The principal hereof is payable to the registered owner hereof upon the surrender
hereof at the principal corporate trust office (as defined in the Paying Agent Agreement
described below) of the paying agent/registrar and transfer agent of the District (herein called the
“Paying Agent”), initially, The Bank of New York Mellon Trust Company, N.A.. The interest
hereon is payable to the person whose name appears on the bond registration books of the Paying
Agent as the registered owner hereof as of the close of business on the Record Date preceding
each interest payment date, whether or not such day is a business day, such interest to be paid by
check mailed to such registered owner at the owner’s address as it appears on such registration
OHS West:260676552.5 A-2
books, or at such other address filed with the Paying Agent for that purpose. Upon written
request, given no later than the Record Date immediately preceding an interest payment date, of
the owner of Bonds (hereinafter defined) aggregating at least $1,000,000 in principal amount,
interest will be paid by wire transfer to an account maintained in the United States as specified
by the owner in such request. So long as Cede & Co. or its registered assigns shall be the
registered owner of this bond, payment shall be made by wire transfer as provided in the
Resolution hereinafter described.
This bond is one of a duly authorized issue of bonds of like tenor (except for such
variations, if any, as may be required to designate varying series, numbers, denominations,
interest rates, maturities and redemption provisions), amounting in the aggregate to
$__________, designated as “West Contra Costa Unified School District 2009 General
Obligation Bonds (Election of 2005, Series ____)” (the “Bonds”), issued for the purpose of
financing repair and improvements of school facilities and to pay costs incurred in connection
with the issuance, sale and delivery of the Bonds. The Bonds were authorized by a resolution
approved by the Board of Education of the District (the “Board”) on July 8, 2009 (the
“Resolution”) and are issued and sold pursuant to a Paying Agent Agreement (the “Paying Agent
Agreement”), dated as of August 1, 2009, among the County, the District and the Paying Agent.
The Bonds are issued and sold by the District pursuant to and in strict conformity with the
provisions of the Paying Agent Agreement and of the Recovery Act and of the Constitution and
laws of California, specifically under the authority of Article 4.5 of Chapter 3 of Part 1 of
Division 2 of Title 5 (commencing with Section 53506) of the Government Code of the State of
California.
The Bonds are issuable as fully registered bonds [without coupons] in the
denomination of $5,000 principal amount or any integral multiple thereof, provided that no Bond
shall have principal maturing on more than one principal maturity date. Subject to the
limitations and conditions and upon payment of the charges, if any, as provided in the Paying
Agent Agreement, Bonds may be exchanged for a like aggregate principal amount of Bonds of
the same maturity and interest rate of other authorized denominations.
This bond is transferable by the registered owner hereof, in person or by attorney
duly authorized in writing, at said office of the Paying Agent, but only in the manner, subject to
the limitations and upon payment of the charges provided in the Paying Agent Agreement, and
upon surrender and cancellation of this bond. Upon such transfer, a new Bond or Bonds of
authorized denomination or denominations for the same maturity, interest rate, and same
aggregate principal amount will be issued to the transferee in exchange herefor.
The District and the Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and the District and the Paying Agent shall not be
affected by any notice to the contrary.
The Bonds are subject to optional and mandatory sinking fund redemption on the
terms and subject to the conditions specified in the Paying Agent Agreement and as shown in the
attached Redemption Schedule. If this bond is called for redemption and payment is duly
provided therefor, interest shall cease to accrue hereon from and after the date fixed for
redemption.
OHS West:260676552.5 A-3
In reliance on the representations, certifications and declarations of the District,
the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of
the District, including the amount of this bond, is within the limit provided by law, that all acts,
conditions and things required by law to be done or performed precedent to and in the issuance
of this bond have been done and performed in strict conformity with the laws authorizing the
issuance of this bond, that this bond is in the form prescribed by order of the Board of
Supervisors duly made and entered on its minutes and shall be payable out of the Interest and
Sinking Fund of the District, and the money for the payment of the principal of this bond,
premium, if any, and the payment of interest hereon, shall be raised by taxation upon the taxable
property of said District.
This bond shall not be entitled to any benefit under the Paying Agent Agreement,
or become valid or obligatory for any purpose, until the certificate of authentication and
registration hereon endorsed shall have been signed by the Paying Agent.
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra
Costa has caused this WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009
GENERAL OBLIGATION BOND (ELECTION OF 2005, SERIES ____), to be signed by
facsimile signatures of the Chair of the Board of Supervisors and the Treasurer-Tax Collector of
the County, and to be countersigned by the facsimile signature of the Clerk of the Board of
Supervisors, as of the date set forth above.
[draft – not for signature]
Chair of the Board of Supervisors
County of Contra Costa
[draft – not for signature]
Treasurer-Tax Collector
County of Contra Costa
Countersigned:
[draft – not for signature]
Clerk of the Board of Supervisors
OHS West:260676552.5 A-4
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____) described in
the within-mentioned Paying Agent Agreement authenticated and registered on
____________, 2009.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Los Angeles, California, as
Paying Agent/Registrar and Transfer Agent
By ______________________________
Authorized Officer
DTC LEGEND
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
OHS West:260676552.5 A-5
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
______________________________ the within-mentioned Registered Bond and hereby
irrevocably constitute(s) and appoint(s) ______________________________ attorney, to
transfer the same on the books of the Paying Agent/Registrar and Transfer Agent with full power
of substitution in the premises.
________________________ _________________________________________
I.D. Number NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Registered Bond in every particular,
without alteration or enlargement or any change
whatsoever.
Dated: __________________
Signature Guarantee:
Notice: Signature must be guaranteed
by an eligible guarantor institution.
OHS West:260676552.5 A-6
REDEMPTION SCHEDULE
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (Election of 2005, Series ____)
Optional Redemption. [Bonds maturing on or before August 1, 20__, shall not be subject
to redemption prior to their respective stated maturity dates. Bonds maturing in each year
beginning August 1, 20__, shall be subject to redemption prior to their respective stated maturity
dates, at the option of the District, from any source of available funds, as a whole or in part on
any date on or after August 1, 20__. Bonds redeemed at the option of the District shall be
redeemed at a price equal to the principal amount of the Bonds called for redemption on the
redemption date, plus accrued interest to the date thereof. If less than all of the Bonds are called
for redemption, such Bonds shall be redeemed in inverse order of maturities or as otherwise
directed by the District, and if less than all of the Bonds of any given maturity are called for
redemption, the portions of such Bonds of a given maturity to be redeemed shall be determined
by lot.]
Mandatory Sinking Fund Redemption: [The Bonds shall not be subject to mandatory
sinking fund redemption prior to their stated maturity date.]
OHS West:260675364.6
CLERK’S CERTIFICATE
The undersigned, Deputy Clerk of the Board of Supervisors of the County of Contra
Costa, hereby certifies 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 held at the regular
meeting place thereof on the 21st day of July, 2009, of which meeting all of the members of said
Board of Supervisors had due notice and at which a majority thereof were present; and at said
meeting said resolution was adopted by the following vote:
AYES:
NOES:
An agenda of said meeting was posted at least 96 hours before said meeting at the County
Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to
members of the public, and a brief general description of said resolution appeared on said
agenda.
The foregoing resolution is a full, true and correct copy of the original resolution adopted
at said meeting; said resolution has not been amended, modified or rescinded since the date of its
adoption; and the same is now in full force and effect.
WITNESS my hand and the seal of the County of Contra Costa this 21st day of July,
2009.
[Seal] Deputy Clerk of the Board of Supervisors
of the County of Contra Costa,
State of California
OHS West:260675364.6 A-1
EXHIBIT A
[Form of Current Interest Bond]
Number UNITED STATES OF AMERICA Amount
R-__ STATE OF CALIFORNIA $__________
COUNTY OF CONTRA COSTA
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES __)
CURRENT INTEREST BOND
Maturity Date Interest Rate Dated as of CUSIP NO.
August 1, 20__ ____% ___________, 2009 __________
Registered Owner: CEDE & CO.
Principal Sum: ________________________________________ DOLLARS
On behalf of the West Contra Costa Unified School District, County of Contra Costa, State of
California (herein called the “District”), the County of Contra Costa (the “County”) hereby acknowledges itself
obligated to and promises to pay, but only from taxes collected by the County for such purpose pursuant to
Section 15250 of the Education Code of the State of California, to the registered owner identified above or
registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the
United States of America, and to pay interest thereon in like lawful money at the interest rate per annum stated
above, payable on February 1 and August 1 in each year, commencing _____________, 20__, until payment of said
principal sum. If this bond is authenticated and registered on any date prior to the close of business on [January 15,
2010], it shall bear interest from the date hereof. If authenticated during the period between a Record Date (as
defined below) and the close of business on its corresponding interest payment date, it shall bear interest from such
interest payment date. Otherwise, this bond shall bear interest from the interest payment date immediately
preceding the date of its authentication.
The principal hereof is payable to the registered owner hereof upon the surrender hereof at the
principal corporate trust office (as defined in the Resolution hereinafter described) of the paying agent/registrar and
transfer agent of the District (herein called the “Paying Agent”), initially The Bank of New York Mellon Trust
Company, N.A. The interest hereon is payable to the person whose name appears on the bond registration books of
the Paying Agent as the registered owner hereof as of the close of business on the 15th day of the month preceding
an interest payment date (the “Record Date”), whether or not such day is a business day, such interest to be paid by
check mailed to such registered owner at the owner’s address as it appears on such registration books, or at such
other address filed with the Paying Agent for that purpose. Upon written request, given no later than the Record
Date immediately preceding an interest payment date, of the owner of Bonds (hereinafter defined) aggregating at
least $1,000,000 in principal amount, interest will be paid by wire transfer to an account maintained in the United
States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the
registered owner of this bond, payment shall be made by wire transfer as provided in the Resolution hereinafter
described.
This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if
any, as may be required to designate varying series, numbers, denominations, interest rates, interest payment modes,
maturities and redemption provisions), amounting in the aggregate to $______________, and designated as “West
Contra Costa Unified School District 2009 General Obligation Bonds (Election of 2005, Series ____)” (the
“Bonds”). The Bonds were authorized by a vote of at least 55% of the voters voting at an election duly and legally
called, held and conducted in the District on November 8, 2005. The Bonds are issued and sold by the Board of
OHS West:260675364.6 A-2
Supervisors of the County of Contra Costa, State of California, pursuant to and in strict conformity with the
provisions of the Constitution and laws of said State, and of a resolution (herein called the “Resolution”) adopted by
said Board of Supervisors on July 21, 2009, and subject to the more particular terms specified in the Bond Purchase
Contract executed by the District and the County on ____________, 2009.
The Current Interest Bonds are issuable as fully registered bonds without coupons in the
denomination of $5,000 principal amount or any integral multiple thereof, provided that no current interest Bond
shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions
and upon payment of the charges, if any, as provided in the Resolution, Bonds may be exchanged for a like
aggregate principal amount of Bonds of the same series, interest payment mode, interest rate, and maturity of other
authorized denominations.
This bond is transferable by the registered owner hereof, in person or by attorney duly authorized
in writing, at the principal corporate trust office of the Paying Agent, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this
bond. Upon such transfer, a new Bond or Bonds of authorized denomination or denominations of the same series,
interest payment mode, interest rate, and same aggregate principal amount will be issued to the transferee in
exchange herefor.
The County, the District and the Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by
any notice to the contrary.
The Current Interest Bonds are subject to optional and mandatory sinking fund redemption on the
terms and subject to the conditions specified in the Resolution, and as further specified in the attached Redemption
Schedule. If this bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue
hereon from and after the date fixed for redemption.
In reliance upon the representations, certifications and declarations of the District, the Board of
Supervisors hereby certifies and declares that the total amount of indebtedness of the District, including the amount
of this bond, is within the limit provided by law; that all acts, conditions and things required by law to be done or
performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the
laws authorizing the issuance of this bond; and that this bond is in substantially the form prescribed by order of the
Board of Supervisors duly made and entered on its minutes. The Bonds represent an obligation of the District
payable out of the interest and sinking fund of the District, and the money for the payment of principal of, premium,
if any, and interest hereon, shall be raised by taxation upon the taxable property of the District.
This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory
for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the
Paying Agent.
OHS West:260675364.6 A-3
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009 GENERAL OBLIGATION BOND (ELECTION
OF 2005, SERIES ____), to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be
countersigned by the Clerk of said Board, as of the date set forth above.
[draft – not for signature]
Chair of the Board of Supervisors
County of Contra Costa
[draft – not for signature]
Treasurer-Tax Collector
County of Contra Costa
Countersigned:
[draft – not for signature]
Clerk of the Board of Supervisors
OHS West:260675364.6 A-4
PAYING AGENT’S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the current interest WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009
GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____), described in the within-mentioned
Resolution and authenticated and registered on __________________.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Los Angeles, California, as Paying
Agent/Registrar and Transfer Agent
By [draft – not for signature]
Authorized Officer
DTC LEGEND
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
OHS West:260675364.6 A-5
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
______________________________ the within-mentioned Registered Bond and hereby irrevocably constitute(s)
and appoint(s) ______________________________ attorney, to transfer the same on the books of the Paying
Agent/Registrar and Transfer Agent with full power of substitution in the premises.
________________________
I.D. Number
_________________________________________
NOTE: The signature(s) on this Assignment must correspond
with the name(s) as written on the face of the within
Registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
Dated: __________________
Signature Guarantee:
Notice: Signature must be guaranteed by an
eligible guarantor institution.
OHS West:260675364.6 A-6
REDEMPTION SCHEDULE
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS
(ELECTION OF 2005, SERIES ____)
[from Bond Purchase Contract]
OHS West:260675364.6 B-1
EXHIBIT B
[Form of Capital Appreciation Bond]
Number UNITED STATES OF AMERICA Maturity Value
R-__ STATE OF CALIFORNIA $__________
COUNTY OF CONTRA COSTA
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____)
CAPITAL APPRECIATION BOND
Maturity Date Accretion Rate Dated as of CUSIP NO.
____________ _____% ____________, 2009 _________
Registered Owner: CEDE & CO.
Initial Principal Amount: ________________________________________ DOLLARS
Accreted Value at Maturity: ________________________________________ DOLLARS
On behalf of the West Contra Costa Unified School District, County of Contra Costa, State of
California (herein called the “District”), the County of Contra Costa (the “County”) hereby acknowledges itself
obligated to and promises to pay, but only from taxes collected by the County for such purpose pursuant to
Section 15250 of the Education Code of the State of California, in lawful money of the United States of America to
the registered owner identified above or registered assigns, the “accreted value” hereof on the maturity date
specified above [or upon prior redemption hereof], consisting of the initial principal amount hereof plus interest
earned thereon and accumulated from the date hereof to such date (in accordance with the Resolution hereinafter
defined and as reflected in the Table of Accreted Values hereinafter set forth; provided, that any accreted value
determined in accordance with the Resolution shall prevail over any accreted values given in the Table of Accreted
Values), compounded on February 1 and August 1 of each year commencing _____________, 20__, assuming in
any such semiannual period that this bond shall increase in value by the accumulation of earned interest in equal
daily amounts on the basis of a 360-day year of twelve 30-day months, until the obligation represented hereby shall
have been discharged, as provided in the Resolution hereinafter defined, upon the surrender hereof at the principal
corporate trust office (as defined in the Resolution) of the paying agent/registrar and transfer agent of the District
(herein called the “Paying Agent”), initially The Bank of New York Mellon Trust Company, N.A..
This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if
any, as may be required to designate varying series, numbers, denominations, interest rates or yields, interest
payment modes, maturities and redemption provisions), amounting in the aggregate to $______________ principal
amount, and designated as “West Contra Costa Unified School District 2009 General Obligation Bonds (Election of
2005, Series ____)” (the “Bonds”). The Bonds were authorized by a vote of at least 55% of the voters voting at an
election duly and legally called, held and conducted in the District on November 8, 2005. The Bonds are issued and
sold by the Board of Supervisors of the County of Contra Costa, State of California, pursuant to and in strict
conformity with the provisions of the Constitution and laws of said State, and of a resolution (herein called the
“Resolution”) adopted by said Board of Supervisors on July 21, 2009, and subject to the more particular terms
specified in the Bond Purchase Contract executed by the District and the County on ____________, 2009.
The Bonds are issuable as fully registered bonds without coupons in the denomination of $5,000
accreted value at maturity (the “maturity value”) or any integral multiple thereof, except that the first numbered
Bond may be issued in a denomination such that the maturity value of such Bond shall not be in an integral multiple
of $5,000, and provided that no Bond shall have principal maturing on more than one principal maturity date.
Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution,
OHS West:260675364.6 B-2
Bonds may be exchanged for a like aggregate maturity value of Bonds of the same series, interest payment mode,
and maturity of other authorized denominations.
This bond is transferable by the registered owner hereof, in person or by attorney duly authorized
in writing, at said office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of
the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such transfer, a
new Bond or Bonds of authorized denomination or denominations for the same Series and interest payment mode
and same aggregate maturity value will be issued to the transferee in exchange herefor.
The County, the District and the Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by
any notice to the contrary.
The Table of Accreted Values attached hereto has been prepared and furnished by the original
purchaser of the Capital Appreciation Bonds, and the County and the District take no responsibility for any
inaccuracy therein.
[The capital appreciation Bonds are subject to optional and mandatory sinking fund redemption on
the terms and subject to the conditions specified in the Resolution, and as shown in the attached Redemption
Schedule. If this bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue
hereon from and after the date fixed for redemption.]
[The capital appreciation Bonds are not subject to optional or mandatory sinking fund redemption
prior to maturity.]
In reliance upon the representations, certifications and declarations of the District, the Board of
Supervisors hereby certifies and declares that the total amount of indebtedness of the District, including the amount
of this bond, is within the limit provided by law, that all acts, conditions and things required by law to be done or
performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the
laws authorizing the issuance of this bond, and that this bond is in substantially the form prescribed by order of this
Board duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the
interest and sinking fund of the District, and the money for the payment of the maturity value of this bond (or
redemption price hereof upon redemption prior to maturity), shall be raised by taxation upon the taxable property of
said District.
This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory
for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the
Paying Agent.
OHS West:260675364.6 B-3
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009 GENERAL OBLIGATION BOND (ELECTION
OF 2005, SERIES ____), to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be
countersigned by the Clerk of said Board, as of the date set forth above.
[draft – not for signature]
Chair of the Board of Supervisors
County of Contra Costa
[draft – not for signature]
Treasurer-Tax Collector
County of Contra Costa
Countersigned:
[draft – not for signature]
Clerk of the Board of Supervisors
OHS West:260675364.6 B-4
PAYING AGENT’S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009 GENERAL
OBLIGATION BONDS (ELECTION OF 2005, SERIES ____), described in the within-mentioned Resolution and
authenticated and registered on __________________.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Los Angeles, California, as Paying
Agent/Registrar and Transfer Agent
By [draft – not for signature]
Authorized Officer
DTC LEGEND
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
OHS West:260675364.6 B-5
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
______________________________ the within-mentioned Registered Bond and hereby irrevocably constitute(s)
and appoint(s) ______________________________ attorney, to transfer the same on the books of the Paying
Agent/Registrar and Transfer Agent with full power of substitution in the premises.
________________________
I.D. Number
_________________________________________
NOTE: The signature(s) on this Assignment must correspond
with the name(s) as written on the face of the within
Registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
Dated: __________________
Signature Guarantee:
Notice: Signature must be guaranteed by an
eligible guarantor institution.
OHS West:260675364.6 B-6
[TABLE OF ACCRETED VALUES]
OHS West:260675364.6 C-1
EXHIBIT C
[Form of Convertible Capital Appreciation Bond]
Number UNITED STATES OF AMERICA Maturity Value
R-__ STATE OF CALIFORNIA $__________
COUNTY OF CONTRA COSTA
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT
2009 GENERAL OBLIGATION BONDS (ELECTION OF 2005, SERIES ____)
CONVERTIBLE CAPITAL APPRECIATION BOND
Maturity Date
Conversion Date
Interest Rate
After Conversion Date
Dated as of
CUSIP NO.
August 1, ____ ________, 20__ ____% ________, 20__ __________
Registered Owner: CEDE & CO.
Initial Principal Amount: ________________________________________ DOLLARS
Accreted Value at the Conversion Date: ________________________________________ DOLLARS
On behalf of the West Contra Costa Unified School District, County of Contra Costa, State of
California (herein called the “District”), the County of Contra Costa (the “County”) hereby acknowledges itself
indebted to and promises to pay to the registered owner identified above or registered assigns, on the maturity date
set forth above or upon prior redemption hereof, the accreted value hereof on such date, consisting of the initial
principal amount hereof plus interest accreted thereon (in accordance with the Resolution hereinafter defined and as
reflected in the Table of Accreted Values hereinafter set forth; provided, that any accreted value determined in
accordance with the Resolution shall prevail over any accreted values given in the Table of Accreted Values),
commencing on the date hereof, compounded on February 1 and August 1 of each year commencing on
____________, 20__, assuming in any such semiannual period that such interest accretes in equal daily amounts on
the basis of a 360-day year of twelve (12) 30-day months, until the Conversion Date set forth above in lawful money
of the United States of America, and from and after the Conversion Date to pay current interest on said accreted
value as of the Conversion Date in like lawful money from the interest payment date next preceding the date of
authentication of this bond (unless this bond is authenticated as of a date during the period from the Record Date (as
defined herein) next preceding any interest payment date to such interest payment date, inclusive, in which event it
shall bear interest from such interest payment date, or unless this bond is authenticated on or before the Record Date
preceding the first interest payment date following its Conversion Date, in which event it shall bear interest from the
Conversion Date) at the interest rate per annum stated above, payable commencing on the February 1 or August 1
following the Conversion Date, and thereafter on February 1 and August 1 in each year, until payment of said
accreted value.
The accreted value is payable to the registered owner hereof upon the surrender hereof at the
principal corporate trust office (as defined in the Resolution) of The Bank of New York Mellon Trust Company,
N.A. (herein called the “Paying Agent”), the initial paying agent/registrar and transfer agent of the District. The
interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent as
the registered owner hereof as of the close of business on the 15th day of the month preceding an interest payment
date (the “Record Date”), whether or not such day is a business day, such interest to be paid by check or draft mailed
to such registered owner at the owner's address as it appears on such registration books, or at such other address
filed with the Paying Agent for that purpose. Upon written request, given no later than the Record Date immediately
preceding an interest payment date, of the owner of Convertible Capital Appreciation Bonds (hereinafter defined)
aggregating at least $1,000,000 in accreted value, interest will be paid in immediately available funds (e.g., by wire
transfer) to an account maintained in the United States as specified by the owner in such request. So long as Cede &
OHS West:260675364.6 C-2
Co. or its registered assigns shall be the registered owner of this bond, payment shall be made in immediately
available funds as provided in the Resolution hereinafter described.
This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if
any, as may be required to designate varying series, numbers, denominations, interest rates or yields, interest
payment modes, maturities and redemption provisions), amounting in the aggregate to $______________ principal
amount, and designated as “West Contra Costa Unified School District 2009 General Obligation Bonds (Election of
2005, Series ___” (the “Bonds”). The Bonds were authorized by a vote of at 55% of the voters voting at an election
duly and legally called, held and conducted in the District on November 8, 2005. The Bonds are issued and sold by
the Board of Supervisors of the County of Contra Costa, State of California, pursuant to and in strict conformity
with the provisions of the Constitution and laws of said State, and of a resolution (herein called the “Resolution”)
adopted by said Board of Supervisors on July 21, 2009, and subject to the more particular terms specified in the
Bond Purchase Contract executed by the District and the County on __________, 2009.
The Convertible Capital Appreciation Bonds are issuable as fully registered bonds without
coupons in the denomination of $5,000 accreted value at the Conversion Date or any integral multiple thereof,
provided that no Convertible Capital Appreciation Bond shall have principal maturing on more than one principal
maturity date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the
Resolution, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series, interest
payment mode, interest rate and maturity of other authorized denominations.
This bond is transferable by the registered owner hereof, in person or by attorney duly authorized
in writing, at said office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of
the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such transfer, a
new Bond or Bonds of authorized denomination or denominations for the same series and interest payment mode
and same aggregate maturity value will be issued to the transferee in exchange herefor.
The County, the District and the Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by
any notice to the contrary.
[The Bonds are subject to optional and mandatory sinking fund redemption on the terms and
subject to the conditions specified in the Resolution, and as shown in the attached Redemption Schedule. If this
bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue hereon from and
after the date fixed for redemption.]
[The Bonds are not subject to optional or mandatory sinking fund redemption prior to maturity.]
In reliance upon the representations, certifications and declarations of the District, the Board of
Supervisors hereby certifies and declares that the total amount of indebtedness of the District, including the amount
of this bond, is within the limit provided by law, that all acts, conditions and things required by law to be done or
performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the
laws authorizing the issuance of this bond, and that this bond is in substantially the form prescribed by order of this
Board duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the
interest and sinking fund of the District, and the money for the payment of the maturity value of this bond (or
redemption price hereof upon redemption prior to maturity), shall be raised by taxation upon the taxable property of
said District.
This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory
for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the
Paying Agent.
OHS West:260675364.6 C-3
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this
WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009 GENERAL OBLIGATION BOND (ELECTION
OF 2005, SERIES ___), to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be
countersigned by the Clerk of said Board, as of the date set forth above.
[draft – not for signature]
Chair of the Board of Supervisors
County of Contra Costa
[draft – not for signature]
Treasurer-Tax Collector
County of Contra Costa
Countersigned:
[draft – not for signature]
Clerk of the Board of Supervisors
OHS West:260675364.6 C-4
PAYING AGENT’S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the WEST CONTRA COSTA UNIFIED SCHOOL DISTRICT 2009 GENERAL
OBLIGATION BONDS (ELECTION OF 2005, SERIES ___), described in the within-mentioned Resolution and
authenticated and registered on __________________.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Los Angeles, California, as Paying
Agent/Registrar and Transfer Agent
By [draft – not for signature]
Authorized Officer
DTC LEGEND
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
OHS West:260675364.6 C-5
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
______________________________ the within-mentioned Registered Bond and hereby irrevocably constitute(s)
and appoint(s) ______________________________ attorney, to transfer the same on the books of the Paying
Agent/Registrar and Transfer Agent with full power of substitution in the premises.
________________________
I.D. Number
_________________________________________
NOTE: The signature(s) on this Assignment must correspond
with the name(s) as written on the face of the within
Registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
Dated: __________________
Signature Guarantee:
Notice: Signature must be guaranteed by an
eligible guarantor institution.
OHS West:260675364.6 C-6
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