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HomeMy WebLinkAboutMINUTES - 12141999 - C123 RESOLUTION OF THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA RESOLUTION NO. 99/-Lal RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE ISSUANCE AND SALE OF TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1999/2000 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $15,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES Ch1 motion of Supervisor r eSm i In-.er duly seconded and carried, the following resolution was adopted: RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), a school district organized and existing under the laws of the State of California is authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which such school district is authorized to spend moneys;and WHEREAS, pursuant to the Law, such notes are required to be issued in the name of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Education of the San Ramon Valley Unified School District (the "District") has heretofore adopted its Resolution No. 30/99-00 on October 19, 1999 (the "District Resolution)finding and determining that it is desirable that the District borrow funds in an amount not to exceed. $15,000,000 with respect to the fiscal year 1999/2000 for authorized purposes of the District,and requesting that the Board of Supervisors (the "Board") of the County of Contra Costa (the "County") for that purpose authorize the sale and issuance of tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $15,000,000 under and pursuant to the provisions of the Law; and WHEREAS,pursuant to the District Resolution, the Board of Education of the District has approved the sale of such notes to Altura, Nelson & Co., Incorporated as underwriter (the "Underwriter"), and has approved the form of an official statement (the "Official Statement") relating to the offering and sale of such notes for the District; NOW,THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True anc rreat. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. A1212r�oval of Request of Diss firm The Board hereby approves the request of the District for the Board of Supervisors to issue notes in its name. Section 3. Authorization and Terms of Nous. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to fiscal year 1999/2000, and not pursuant to any common plan of financing,the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed Fifteen Million Dollars ($15,000,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated the "San Ramon.. Valley Unified School District (Contra Costa County, California) 1999-2000 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of issuance. The Notes shall mature and shall bear interest from their date, payable at maturity and computed on a 30-day month/360-day year basis, at the rate of interest to be set forth upon the sale of the Notes pursuant to Section 14 hereof. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Fom of Notes, Boot-,-EntrvSystem. The Notes shall be issued in fully registered form,without coupons,and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward,shall be in the denomination of$5,004 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board or the District to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the District's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board and the District may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and neither the Board nor the District shall be affected by any notice to the contrary. Neither the Board nor the District shall have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through.UTC or a Participant, or any other person which is not shown on the register of the Board or the District as Ding an owner, with respect to the accuracy or adequacy of any records maintained by UTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The District shall pay all principal and interest with respect to the Notes only to UTC, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in lace of Cede&Co., the term"Cede&Co."in this Resolution shall refer to such new nominee ofpDTC. If the Board and the District determine that it is in the best interest of the beneficial owners that they be able to obtain Notes and deliver a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the -2- Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and the District and discharging its responsibilities with respect thereto under applicable law. Under such circun-stances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) male available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede &Co.,as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County in a proceeds fund to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District,including,but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Moneys in such proceeds fund shall, to the greatest extent possible, be invested by the Treasurer-Tax Collector of the County (the "Treasurer-Tax Collector"), or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and in accordance with such procedures and subject to such requirements as the Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenues and other moneys which are received by the District for the general fund of the District for the fiscal year 1999/2000. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first"unrestricted moneys",as hereinafter defined, (a)in the amount of fifty percent(50%) of the principal amount of the Notes,such amount to be received by the County on behalf of the District in the month of February, 2000, and (b) in the amount of fifty percent (50%) of the principal amount of the Notes, plus an amount equal to all interest due on the .Notes at maturity, such amount to be received by the County on behalf of the District in the month of June, 2000 (the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund,as hereinafter defined,of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys"shall mean taxes, income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. -3- Section 7. Paying Agent. The Treasurer-Tax Collector is hereby appointed to act as the paying agent of the District (the "Paying Agent") for the purpose of paying to the registered owners of the Notes both the principal of and interest on the Notes at maturity and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section S. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "San Ramon Valley Unified School District 1999/2000 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes,and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. All Pledged Revenues shall, during the months in which received, be deposited into the Repayment Fund. On the maturity date of the Notes, the Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal and interest on the Notes at maturity and, to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 9. Deposit and Investment of Repaymgnt Fund. All moneys held on behalf of the District in the Repayment Fund,if not invested,shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall,to the greatest extent possible, be invested by the Treasurer-Tax Collector,or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 10. Execution of Notes. The Notes shall be executed in the name of the District, with the manual or facsimile signature of the Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual)with the seal of the Board impressed thereon,and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 11. Transfer and Exchange of Notes. Any Note may, in accordance with its terms,but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants,be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector,accompanied by delivery of a written instrument of transfer in a form -4- approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Notes may be exchanged at the office of the Treasurer-Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and,in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred,on said books, Notes as herein before provided. While the book entry only system is in effect,such books need not be kept as the Notes will be represented by one Note registered in the name of Cede cox Co.,as nominee for DTC. Section 13. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found,as a result of such review,and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and the District and their appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes,revenue,cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 14. Sale of litotes. The Board hereby approves the sale of the Notes by negotiation with the Underwriter,pursuant to the Purchase Contract by and among the District, the County and the Underwriter, in substantially the form on file with the Clerk of the Board together with any changes therein or additions thereto approved by the District in accordance with the District Resolution. The Purchase Contract shall be executed in the name and on behalf of the County by the Treasurer-Tax Collector, who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the County upon submission of a proposal by the Underwriter to acquire the Notes, which proposal is acceptable to the Director, Fiscal Services of the District. The Notes shall be sold to the Underwriter for a purchase price at least equal to ninety-eight percent (98%) of the par amount thereof, and the rate of interest to be borne by the Notes shall not exceed five percent (5%) per annum. The Purchase Contract shall specify,among other matters, the purchase price of the Notes, the rate of interest to be borne by the Notes,and the date of maturity of the Notes. Section 15. Official Statement. The District has, in the District Resolution, approved and deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Notes, in the form on file with the Secretary. The Board hereby authorizes the District's financial advisor and the purchaser of the Notes to distribute said Official Statement in connection with the sale of the Notes. Section 16. Preparation of Notes. Jones Hall, A Professional Law Corporation, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes,and to procure their execution by the proper officers, and to cause the -5- Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the Treasurer-Tax Collector on behalf of the District. Section 17. Further Approvals. The Treasurer-Tax Collector, the Clerk of the Board, and any officer of the Board or the County, is further authorized and directed to make, execute and deliver to the purchaser of the Notes: (a) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the exclusion of the interest on the Notes from gross income for federal income taxation purposes pursuant to applicable federal tax law; (b) a certificate certifying to the due execution of the Notes; (c) a receipt evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price has been paid and has been received by the County on behalf of the District; and (d)such other certifications and documentation as may be required in connection with the sale and issuance of the Notes. The purchaser of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or other document with respect to the Notes executed pursuant to the authority of this Resolution. Section 18. Li nited_Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any ether document mentioned herein, neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. Section 19. Effctivenes5 of Rgssolution. This Resolution shall take effect from and after its passage and adoption. I hereby certify that the foregoing is a true and correct copy of a resolution adopted by the Board of Supervisors of Contra Costa County at a regular meeting held on December 1999,by the following vote: AYES: Supervisors Gioia, Uilkema, Gerber, iDeSaulnier and Ga.nciamilla NOES: None ABSENT: None A3- STAIN: bone By Chairman [SEAL] Attest: By erk of the Board of Superv' ors -6- EXHIBIT A BOARD OF SUPERVISORS OF CONTRA COSTA, CALIFORNIA IN THE NAME OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA) 1999/2000 TAX AND REVENUE ANTICIPATION NOTE RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: December 2000 December _, 1999 REGISTERED OWNER: PRINCIPAL AMOUNT: The SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT, a unified school district organized and existing under the laws of the State of California (the "District"), for value received,hereby promises to pay (but only out of the Pledged Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above, the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like money from the Original Issue Date identified above. The Principal Amount hereof and interest hereon are payable by check of the Treasurer- Tax Collector of the County of Contra Costa, as Paying Agent (the "Paying Agent"), mailed by first class mail on the Maturity Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Paying Agent as of the fifteenth calendar day of the month preceding such Maturity Date. This Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars ($ ), all of like tenor, issued pursuant to the provisions of a resolution of the Board of Supervisors (the "Board") of the County of Contra Costa (the "County") duly passed and adopted on December 1999 (the "Resolution"),and pursuant to Article 7.6(commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due time, form and manner as required by law,and that this Note,together with all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the County on behalf of the District for Repayment Fund of the District (as defined in the Resolution)', for the fiscal year 1999/2000. As security for the payment of the principal of and interest on the Notes, the Board,in the name of the District,hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) in the amount of fifty percent (50%) of the principal amount of the Notes, such amount to be received by the County on behalf of the District in the month of February, 2000, and (b) in the amount of fifty percent (50%) of the principal amount of the Notes, plus an amount equal to all interest due on the Notes at maturity, such amount to be received by the County on behalf of the District in the month of June, 2000 (the "Pledged Revenues"). The A-1 principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. The term"unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which aregenerally available for the payment of current expenses and other obligations of the District. The Notes are issuable as fully registered Notes without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges,if any,provided in the Resolution,Notes may be exchanged at the office of the Paying Agent for a life aggregate principal amount and maturity of Notes of other authorized denominations. This Note is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the 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 Note. Upon such transfer a new Note or Notes, of authorized denomination or denominations,for the same aggregate principalamount and of the same maturity 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 Notes are not subject to redemption prior to maturity. Unless this Note is presented by an authorized representative of The Depository Trust Company to the Board or the Paying Agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede &Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede&Co.,has an interest herein. IN WITNESS WHEREOF, the Board of Supervisors of the County of Contra Costa, California has caused this Note to be issued in the name of the District and to be executed by the manual signature of the Treasurer-Tax Collector and countersigned by the facsimile signature of the Clerk of the Board, all as of the Original Issue Date stated above. BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA By Treasurer-Tax Collector (SEAL) Countersigned: By Clerk of the Board A-2 FORM OF ASSIGNMENT For value received the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within. registered Note and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the Registration Books of the Paying Agent with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s)trust be guaranteed by an eligible guarantor Note: The signature(s)on this Assignment must correspond institution. with the name(s)as written on the fate of the within Note in every particular, without alteration or enlargement or any change whatsoever. A-3 RESOLUTION NO. 30199-00 RESOLUTION OF THE BOARD OF EDUCATION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NO"T"ES ON BEHALF OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1999-2000 IN PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 AND AUTHORIZING PROCEEDINGS RELATING TO THE ISSUANCE AND SALE OF SUCH NOTES RESOLVED,by the Beard of Education of the San Ramon'Valley Unified School District(the "District"),as follows: WHEREAS, school districts organized and existing finder the laves of the State of California are authorized by Article 7.6 (commencing with Section 53950)of Chapter 4 of Part 1of Division 2 of Title 5 of the California.Government Code (the"Law")to borrow money by the issuance of temporary mates, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys, and WHEREAS, pursuant to the Law, such notes shall be issued in the name and on behalf of such school district by the hoard of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible fallowing receipt of a resolution of the governing board of such school district requesting such borrowing; and WHEREAS, the District has determined that it is desirable that the District borrow funds in an amount not to exceed $15,000,000 with respect to fiscal year 1999.2000 for authorized purposes of the District;and WHEREAS, the firer of Altura, Nelson & Co., Incorporated (the"Underwriter") has proposed to act as underwriter of the Notes,and WHEREAS, the District approves of the issuance of the Notes and wishes to take formal action at this time authorizing the proceedings for the issuance and sale thereof; NOW,THEREFORE,it is hereby DETERMINED AND ORDERED as follows: Section 1. Request. The Board of Supervisors of Contra Costa County (the"County")is hereby requested to issue tax and revenue anticipation notes in the name and on behalf of the District in a principal amount not to exceed $15,000,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Limitation on Maximum Amount. The principal amount of Notes,when added to the interest payable thereon, shall not exceed eighty-five percent ($51/o) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1999-2000, and available for the payment of the Notes and the interest thereon. Section 3. Plccie. The Notes shall be general obligations of the District and shall be secured by a pledge of and first lien and charge against the first"unrestricted moneys", as hereinafter defined, (a)in the amount of fifty percent(50%) of the principal amount of the Notes, such amount to be received by the County on behalf of the District in February, 2000, and (b) in the amount of fifty percent (50%) of the principal amount of the Notes,plus an amount equal to all interest due on the Notes at maturity,such amount to be received by the County on behalf of the District in June, 2000(the"Pledged Revenues"). To the extent not so paidfrom the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund(as hereinafter defined)of the full amount of the Fledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term"unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 4. Approval of Issuance Resolution. The Notes shall be issued pursuant to a resolution (the"Issuance Resolution'°)to be adopted by the Board of Supervisors of the County in substantially the form presented to the Board of Education at this meeting. The Board hereby approves the Issuance Resolution. All of the terms and provisions of the Issuance Resolution are incorporated herein by reference. Section 5. Sale of Notes. The Board hereby approves the sale of the Notes by negotiation with the Underwriter, pursuant to the Purchase Contract by and among the District, the County and the Underwriter, in substantially the form on file with the Secretary of the Board of Education together with any changes therein or additions thereto approved by the Superintendent, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. The Purchase Contract shall be executed in the naive and on behalf of the District by the Superintendent who is hereby authorized and directed to execute and deliver said form of Purchase Contract on behalf of the District. The Notes shall be sold to the Underwriter for a purchase price at least equal to ninety-eight percent (98%) of the par amount thereof, and the rate of interest to be borne by the Notes shall not exceed five percent(5%)per annum. Section 6 Official Statement. The Board hereby approves, and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, the Preliminary Official Statement describing the Notes in the form on file with the Secretary of the Board of Education together:with any additions thereto or changes therein approved by the Superintendent,whose execution thereof shall be conclusive evidence of such approval. The Underwriter is hereby authorized to distribute the Official Statement in connection with the sale of the Notes. The Superintendent is hereby authorized and directed to (a) execute and deliver to the Underwriter a certificate deeming the preliminary Official Statement to be nearly ficial prior to the distribution thereof by Underwriter to prospective bidders, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the District. Section 7. Tax Covenants (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of Section 141(b)of the Code (as hereinafter defined) or the private loan-financing test of Section 141(c) of the Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Notes to be "federally guaranteed"within the meaning of Section 149(b)of the Code. (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebateof excess investment earnings, if any, to the federal government,to the extent that such Section is applicable to the Notes. (d) No Arbitrage. The District shall not take, or permit or suffer to be any action with respect to the proceeds of the Notes which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code. (e) Maintenance of Tax-1 xemtrtion. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered owners of the Notes to the same extent as such interest is permitted to be excluded from the gross income under the Code as in effect on the date of issuance of the Notes. For purposes of this Section 7, the term"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced'herein) as it may be amended to apply to obligations issued on the date of issuance of the Notes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published,under the Code. ,Section 8. Engagement of Professional Services. The Board hereby approves the engagement of the services of Jones Hall, A Professional Law Corporation to act as bond counsel to the District in connection with the issuance and sale of the Notes. Payment of the fees and expenses of said firm shall be contingent upon the successful sale and issuance of the Nates. The Superintendent is hereby authorized and directed to execute the agreement with said firm in the form on file with the Secretary, in the name of the District. Section 9. Further Authorization. All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the President, the Vice President, the Superintendent, the Assistant Superintendent of Business, the Budget Director, the Secretary of the Board and any and all other officers of the District are hereby authorized and directed for and in the name and on behalf of the District, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with the Issuance Resolution and this resolution. .. Section 10. Effective Date. This resolution shall take effect from and after its adoption. PASSED AND ADOPTED at the regular meeting of the Board of Education held on October 19, 1999, by the following called vote: AYES: BUCHANAN, CLARKSON, GAGEN, WURZBACH NOES: NONE ABSENT: KENBER Linda Wurzbi& EV, Clerk of the Board of Education of the San Ramon Valley Unified School District of Contra Costa County, State of California CERTIFICATION: Robert Kessler Secretary of the Board of Education of the San Ramon Valley Unified School District of Contra Costa County, State of California CONTRACT OF PURCHASE $15,000,000 SAN RAiMON VALLEY UNIFIED SCHOOL DISTRICT (Contra Costa County, California) 1999-2000 TALC AND REVENUE ANTICIPATION NOTES December 1999 San Ramon Valley Unified School District 699 Old Orchard Drive Danville, California 94526 Contra Costa County 625 Court Street, Room 102 Martinez, California 94553 Ladies and Gentlemen: The undersigned (the "Underwriter"), offers to enter into this Contract of Purchase (this "Contract") with the San Ramon Valley Unified School District (the "District") and the County of Contra Costa (the "County") which, upon your acceptance hereof, will be binding upon the District, the County and the Underwriter. This offer is matte subject to the written acceptance of this Contract by the District, and the delivery of such acceptance to the Underwriter, at or prior to 11:59 p.m., Pacific Time, on the date hereof. 1. Purchase and Sale of the Notes. Upon the terms and conditions and in reliance upon the representations, warranties and agreements of the District herein set forth., the Underwriter hereby agrees to purchase, and the District agrees to sell to Underwriter, all (but not less than all), if any are purchased, of$15,000,000 in aggregate principal amount of the 1999-2000 Tax and Revenue Anticipation Notes issued by the Board of Supervisors of the County on behalf of the District (the "Notes"). The Notes shall bear interest at a rate of % per annum, such interest being payable at maturity. The Underwriter shall purchase the Notes at an aggregate purchase price of$ 2. The Notes. The Notes shall be issued by the County in the name and on behalf of the District, shall be dated December 17, 1999, shall mature on December 16, 2000 and shall otherwise be as described herein, and (except as otherwise provided in this Contract) shall be issued and secured pursuant to the Resolution of the Board of Supervisors of the County adopted at the request of the District on December �, 1999 __ _.. _. (the "Note Resolution"), under Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53859) of the California Government Code (the "Act"). The Notes shall be issued in the form of fully registered notes. The ownership of the Notes shall be registered on the registration books to be maintained by the Treasurer-Tax Collector of the County,as paying agent(the "Paying Agent"),in such denominations and in such names initially as shall be specified by the Underwriter to the Paying Agent, and the Notes when registered shall be delivered to the Paying Agent for authentication and delivery to the Underwriter in accordance with this Contract. 3. Delivery of Official Statement. The District has delivered or caused to be delivered to the Underwriter prior to the execution of this Contract or the first sale of the Notes,whichever first occurs, copies of the Preliminary Official Statement relating to the Notes (the "Preliminary Official Statement") deemed final by the Districtfor purposes of Rule 15e2-12 under the Securities Exchange Act of 1934 (the "Rule") and approved for distribution by resolution of the District. Within seven (7) business days from the date hereof, the District shall deliver to the Underwriter a final Official Statement, executed on behalf of the District by an authorized representative of the District and dated the date of delivery thereof to the Underwriter, which shall include information',permitted to be omitted by paragraph(b)(1) of the Rule and with such other amendments',or supplements, as shall have been approved by the District and the Underwriter (the "Final Official Statement"). The Preliminary Official Statement and the Final Official Statement, including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referred collectively to as the "Official Statement". The Underwriter agrees that prior to or concurrent with the settlement of the Notes with any purchaser, it will deliver a copy of the Final Official Statement to such purchaser. 4. Offer of the Notes. The Underwriter agrees to make a bona fide offering of all the Notes at the initial offering price or yield to be set forth on the cover page of the Official Statement. Subsequent to such initial offering, the Underwriter reserves the right to change such initial offering price or yield as it deems necessary in connection with the marketing of the Notes. 5. Delivery f Official Statement. At least one (1) business day prior to the date of closing referred to in Section 6 hereof, the District shall deliver to the Underwriter three (3) copies of the Official Statement in a form satisfactory to the Underwriter, dated as of the date of this Contract, duly executed by an authorized officer of the District acting on behalf of the District, and, as promptly as practical thereafter, such reasonable number of conformed copies as the Underwriter shall request. 6. Closing At 8 a.m., Pacific Time, on December 17, 1999 or at such other time or on such other date as shall have been mutually agreed upon by the parties (the "Closing"), the County and the District will deliver to the Underwriter, at the offices of Jones Hall, A Professional Law Corporation ("Bond Counsel") in San .Francisco, California or at such other place as may mutually be agreed upon, the proof of delivery of the Notes in the form described below, duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price thereof in immediately available funds to the order of the County for the account of the District. The Notes will be made available for checking and packaging at the place designated by the Underwriter one (1)business day prior to the Closing. - 2 - 7. Representations Warranties and Agreements of the District. The District hereby represents,warrants and agrees with the Underwriter that: (A) The District is a unified school district organized and validly existing under the laws of the State of California; (B) (i) At or prior to the Closing, the County and the District and the County will have taken all action required to be taken to authorize the issuance and: delivery of the Notes; (ii) the District and the County will have full legal right, powerand authority to issue and deliver the Notes to the Underwriter and to perform their obligations under each such document or instrument, and to carry out this Contract and the Note Resolution; (iii) the execution and delivery or adoption of, and the performance by the District and the County and the obligations contained in, the Notes, the Note Resolution and this Contract have been duly authorized and such authorization shall be in full force and effect at the time of the Closing; (iv) this Contract has been duly executed and delivered and constitutes a valid and legally binding obligation of the District and the County; and (v) the District and the County have duly authorized the consummation of all transactions contemplated by the Contract of Purchase; (C) No consent, approval, authorization, order, filing, registration, qualification, election or referendum.,of or by any person,organization,court or governmental agency or public body whatsoever is required in connection with any issuance,delivery or sale of the Notes or the consummation of the other transactions effected or contemplated herein or hereby,except for such actions as may be necessary to qualify the Notes'for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate; (D) The District and the County have complied and will continue to comply in all respects with the Act; (E) The issuance of the Notes, the execution, delivery and performance of this Contract, the Note Resolution and the Notes, and compliance with the provisions hereof and thereof do not conflict with or contribute on the part of the District or the County a violation of or default under, the Constitution of the State or any existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a default under, any agreement, indenture, mortgage, lease or other instrument to which the District or the County is a party'or by which they are bound or to which they are subject; (F) As of the time of acceptance hereof, no action, suit, proceeding, hearing or investigation is pending or (to the knowledge of the District) threatened against the District or the County: (i) in any way affecting the existence of the District or the County or in any way challenging the respective powers of the several offices or the titles of the officials of the District or the County to such offices; or (ii) seeking to 'restrain or enjoin the sale, issuance or delivery of any of the Notes, the application of the proceeds of the sale of the Notes, or the collection of revenues or assets pledged or to be pledged or available to pay the principal of or the interest on the Notes, or the pledge thereof or in any way contesting or affecting the validity or enforceability of the Notes, this Contract or the Note Resolution, or contesting the powers of the District or the County or their authority with respect to the Notes, the Note Resolution or this Contract; or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the District - 3 - _. or the County or the consummation of the transactions contemplated by this Contract or the Note Resolution, (b)declare this Contract to be invalid or unenforceable in whole or in material part, or (c)adversely affect the exemption of the interest paid on the Notes from Federal and California personal income taxation; (C) Between the date hereof and the closing, without the prior written consent of the Underwriter, the District will not have issued any bonds, notes or other obligations except for such borrowings as may be described in or contemplated by the Official Statement; (H) The District has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the District or the Countyis a bond issuer whose arbitrage certificates may not be relied upon;and (1) Any certificates signed by any officer of the District and delivered to the Underwriter shall be deemed a representation and warranty by the District to the Underwriter to the statements made therein but not of the person signing;the same. 8. Covenants of the District. The District covenants and agrees with the Underwriter that: (A) The District will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriter if and as the Underwriter may reasonably request in order (i) to qualify the Notes for offer and sale under the Blue Sky or other securities laws and regulations of such states and jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Notes for investments under the law of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Notes by the Underwriter; (B) The District will apply the proceeds from the sale of the Notes for the purposes specified in the Note Resolution; and (C) For a period of 90 days after the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of the Notes for resale, the District will (a) not adopt any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Underwriter shall object in writing or which shall be disapproved in writing by the Underwriter and (b) if any event relating to or affecting the District shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make any statements made in the Official Statement not misleading in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, forthwith prepare and furnish (at the expense of the District) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser,not misleading. 9. Conditions of Closing,: The Underwriter has entered into this Contract in reliance upon the representations and warranties of the District contained herein and the - 4 - _. _ performance by the District and the County of their respective obligations hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's obligations under this Contract are and shall be subject, at the option of the Underwriter, to the following further conditions as of the Closing: (A) The representations and warranties of the District and the County contained herein shall be true,complete and correct in all material respects at the date hereof and at and as of the date of Closing, and the statements made in all certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of Closing; and the District and the County shall be in compliance with each of the agreements made by them in this Contract; (B) At the time of Closing, (i) the Official Statement, this Contract and the Note Resolution shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; (ii) all actions under the Act which, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the District and the County shall perform or have performed all of their obligations required under or specified in the Note Resolution, this Contract of the Official Statement to be performed at or prior to the date of Closing; (C) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Contract (and not reversed on appeal or otherwise set aside) or, to the best knowledge of the District, shall any action be pending or threatened which has any of the effects, described in Section 7(F) hereof or which contests in any way the completeness or accuracy of the Official Statement; (D) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, ,shall have been issued or made with the purpose or effect of prohibiting the issuance, offering or sale of the Notes as contemplated hereby and no legislation shall have been enacted, or a bill favorably reported for adoption, or a decision by a court established under Article III of the Constitution of the United States rendered, or a ruling,regulation,proposed regulation or official statement by or on behalf of the Securities Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or issued, to the effect Notes or any securities of the District or of any political subdivision (as said term is defined in Section 103(a) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder) are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or of the Trust Indenture Act of 1939, as amended and as then in effect; and (E) At or prior to the date of the Closing, the Underwriter shall receive two copies of the following documents in each case dated as of the Closing Date and satisfactory in form and substance to the Underwriter: (1) An approving opinion of Bond Counsel, as to the Notes, addressed to the District, the County and the Underwriter; (2) Certificates signed by an appropriate official from the District to the effect that(i) the representations,agreements and warranties of the District herein - 5 - are true and correct in all material respects as of the date of 'Closing; (ii) the District has complied with all the terms of the Note Resolution and this Contract to be complied with by the District prior to or concurrently with the date of closing and such documents are in full force and effect; (iii) there is no action, suit, proceeding,inquiry or investigation, at law or in equity, before or by any court or public body, pending, or to his or her knowledge, threatened against the District which has any of the effects described in Section 7(E) hereof or contesting in any way the completeness or accuracy of the Official Statement (but in lieu of or in conjunction with such certification the Underwriter may, at its sole discretion, accept certificates or opinions of the District's Attorney or Bond',Counsel, that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein are without merit);and (iv) such official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements, therein, in light of the circumstances in which they were made,not misleading; (3) Arbitrage certificates of the District in form satisfactory to Bond Counsel; (4) Certified copies of the Note Resolution; (5) Evidence satisfactory to the Underwriter that the Notes shall have been rated MIG-1 by Moody's Investors Service, Inc. and that such rating has not been revoked or downgraded;and (6) Such additional legal opinions, certificates, proceedings instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence (i) compliance by the District and the County with all applicable legal requirements, (ii) the truth and accuracy, as of the time of 'Closing, of the representations of the District contained herein and in the Official Statement (iii) and the due performance of satisfaction by the District and the County at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the District and the County. If the District and the County are unable to satisfy the conditions to the Underwriter's obligations contained in this Contract or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract, this Contract may be canceled either in part or in its entirety by the Underwriter at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given to the District and the County in writing, or by telephone or telegraph confirmed in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the District and the County hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in writing at its sole discretion. The Underwriter shall also have the right to cancel, either in part or in its entirety, its obligation to purchase the Notes, by written notice to the District and the County, if between the date hereof and the date of closing: (i) any event occurs' or information becomes known,which,in the reasonable professional judgment of the Underwriter makes - 6 - _. _... . _. ..._. __.._. untrue any statement of a material fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) the market for the Notes or the market price of the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter,by (a) legislation enacted by the Congress of the United States, or passed by either House of the Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration,or by the State or by the United States Tax Court, or a ruling, order, or regulation (final or temporally) made by the Treasury Department of the United States or the Internal Revenue Serviceor other Federal or State authority, which would have the effect of changing, directly or indirectly, the exemption from Federal income tax or State personal income tax of interest on obligations of the general character of the Notes in the hands of the holders, thereof, or (b) any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak,calamity or crisis on the financial markets of the United States being such as,in the judgment of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Notes,or (c) a general suspension of trading on the New York Stock Exchange, or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdictional, or (d) a general banking moratorium declared by either Federal or State authorities having jurisdiction; or (iii) additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which, in the opinion of the Underwriter, materially adversely affect the market price for the Notes. 10. Conditions to Obligations of the District. The performance by the District of its obligations hereunder is conditioned upon(i) the performance by the Underwriter of its obligations hereunder;and (ii) receipt by the District, the County and the Underwriter of the opinions and certificates being delivered at the Closing by persons and entities other than the District or the County. 11. menses. The District shall pay any expenses incident to the performance of its and the County's obligations hereunder, including but not limited to the following: (i) the cost of the preparation and reproduction of the Note Resolution; (ii) the fees and disbursement of Bond Counsel; (iii) the cost of the preparation, printing and delivery of the Notes; (iv) the fees, if any, for Note ratings and the costs for materials required by the rating agencies; (v)any costs or expenses incurred with any printing company incident to reproducing facsimile signatures on the Notes; (vi) any paying agent fees and expenses; (vii) any costs or expenses incurred in connection with printing and distributing the Preliminary and Final Official Statement and the Notes; and (viii) any fees required to be paid by the Underwriter. 12. Notices. Any notice or other communication to be given under this Contract (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing to the District at the address set forth above, or if to the Underwriter, to Altura, Nelson & Co., 18 Crow Canyon Court, Suite 350, San Ramon, California 94583. - 7 - 13. Parties In Interest;Survival of Representations and Warranties. This Contract when accepted by the District in writing as heretofore specified shall constitute the entire agreement among the District and the Underwriter. This Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of any Underwriter). No person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties and agreements of the District in this Contract shall survive regardless of(a)any investigation or any statement in respect thereof made by or on behalf of the Underwriter,(b) delivery of an payment by the Underwriter for the Notes hereunder, and (c) any termination of this Contract. 14. Execution in Counterparts. This Contract may be executed in several counterparts each of which shall be regarded as an original and all of which shall constitute one and the same document. 15. Applicable Law. This Contract shall be interpreted, governed and enforced in accordance with the laws of the State of California. Very truly yours, ALTURA, NELSON & CO., INCORPORATEID By President The foregoing is hereby agreed to and accepted as of the date first above written: CONTRA COSTA COUNTY, CALIFORNIA SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT, CALIFORNIA By: _ By: Authorized Officer Authorized Officer - 8 - . _.. . _.. . ..................................... CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT (the "District") in connection with the issuance of $15,000,000 San Ramon Valley Unified School District (Contra Costa County, California) 1999-2000 Tax and Revenue Anticipation Notes (the "Notes"). The Notes are being issued pursuant to Resolution No. 30/99-00 adopted by the Board of Education of the District on October 19, 1999 , and by a resolution of the Board of Supervisors of Contra Costa County, adopted on December —, 1999 (collectively, the "Resolution"). The District covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Dissemination Agent" shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 3(a) of this Disclosure Certificate. "Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes. "Depository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. „Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. Section 3. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 3, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes, if material: (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax-exempt status of the security. (vii) Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls. (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix)need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Notes pursuant to the Resolution. Section 4. Terre-nation of R=orting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon,the legal defeasance,prior redemption or payment in full of all of the Motes. If such termination occurs prior to the final maturity of the Nates, the District shall give notice of such termination in the same manner as for a Listed Event under Section S(c). Section 5. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent, if other than the District, shall not be responsible in any manner for the content of any notice prepared by the District pursuant to this Disclosure Certificate. The initial Dissemination Agent shalt be the District. Section 6. Amendment:Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Section 3(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements,change in law, or change in the identity, nature, or status of an obligated person with respect to the Notes, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized band counsel,have complied with the requirements of the Rule at the time of the primary offering of the Notes, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) the proposed amendment or waiver either (i) is approved by holders of the Notes, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Notes. -2- If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 3(c). Section 7. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future notice of occurrence of a Listed Event. Section 8. Default. In the event of a failure of the District to comply',with any provision of this Disclosure Certificate any holder or beneficial owner of the Notes may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate;provided that any such action may be instituted only in Superior Court of the State of California in and for the County of Contra Costa or in U.S. District Court in or nearest to the County of Contra Costa. A default under this Disclosure Certificate shallnot be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. Section 9. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors,employees and agents,harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Notes. Section 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Notes,and shall create no rights in any other person or entity. Date: December 17, 1999 SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT By: Superintendent -3-