HomeMy WebLinkAboutMINUTES - 02252003 - C140 RESOLUTION NO. 20031146_
Dated: February 25, 2003
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF NOT
TO EXCEED $72,000,000 OF "SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS, ELECTION OF 2042, SERIES 2003" BY A
NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, PRESCRIBING
THE TERMS OF SALE OF SAID BONDS, APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE
CONTRACT, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES
RELATING TO SAID BONDS.
WHEREAS, an election was duly called and regularly held in the San Ramon Valley
Unified School District, County of Contra Costa, California (herein called the "Districf'), on
November 5, 2002, at which the following proposition summary was submitted to the electors of
the District:
"To renovate, upgrade and expand local schools; provide safe,
modern classrooms; relieve overcrowding, replace substandard
electrical, heating and cooling systems; add new science and
technology labs; replace portable classrooms with permanent
classrooms;and to qualiflr for State matching funds;shall San Ramon
Valley Unified School District issue $260 million in bonds at interest
rates within the legal limit, with a citizens' oversight committee and
independent audits to ensure funds are spent only on specified school
improvements?"
and
WHEREAS, 55% of the votes cast on said proposition were in favor of issuing said
bonds;and
WHEREAS,none of said Bonds have heretofore been issued or sold;and
WHEREAS, the Board of Education of the District has requested this Board of
Supervisors of the County of Contra Costa (the "County") to issue a portion of said bonds in a
single series designated the "San Ramon Valley Unified School District GeneralObligation Bonds,
Election of 2002, Series 2003" in an aggregate principal amount not exceeding $72;000,000, and to
authorize the sale of said bonds by a negotiated sale to Altura, Nelson & Co., Incorporated (the
"Underwriter") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract"), a form of
which has been submitted to and is on file with the Clerk of this Board of Supervisors, all according
to the terms andint the manner set forth in a resolution duly adopted by the Board of Education of
the District on February 19, 2003, a certified copy of which has been filed with the Clerk of this
Board of Supervisors;and
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WHEREAS, this Board of Supervisors accepts the representation of the District that
it is necessary and desirable that said bonds be issued and sold by a negotiated sale for the purposes
for which said bonds have been authorized and on the terms and conditions set forth in said
resolution of the Board of Education of the District;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS:
Section 1. Recitals: All of the above recitals are true and confect.
Section 2. District Resolution Incorporated: The resolution of the Board of
Education of the District adopted on February 19, 20031 is incorporated herein by reference and all
of the provisions thereof are made a part hereof and shall be applicable to the bonds herein
provided for, except as herein otherwise expressly provided.
Section 3. Authorization and Desjgration of Bonds: Pursuant to Section 15140
and following of the Education Code of the State of California, this Board of Supervisors hereby
authorizes on behalf of the San Ramon Valley Unified School District, the issuance and sale of not
to exceed$72,000,000 aggregate principal amount of bonds of the District and designates said bonds
to be issued and sold as the "San Ramon Valley Unified School District General Obligation Bonds,
Election of 2002, Series 2003" (herein called the "Series 2003 Bonds" or the "Bonds"). The Series
2003 Bonds shall be issued as current interest Series 2003 Bonds.
Section 4. Form of Bonds-, Execution: (a) Book-E_ ntrv. The Depository Trust
Company, New York, New York, is hereby appointed depository for the Series 2003 Bonds. The
Series 2003 Bonds shall be issued in book-entry form only, and shall be initially registered in the
name of"Cede &Co.," as nominee of The Depository Trust Company, and registered ownership of
the Series 2003 Bonds may not thereafter be transferred except as provided in Section 9 hereof_
One bond certificate shall be issued for each maturity of the Series 2003 Bonds.
(b) Form of Certificates. The Series 2003 Bonds shall be issued in fully
registered form without coupons. The Series 2003 Bonds and the Paying Agent's certificate of
authentication and registration and the form of assignment to appear on each of them, shall be in
substantially the form attached hereto as Exhibit A, with necessary or appropriate variations,
omissions and insertions as permitted or required by this Resolution; provided, that if a portion of
the text of any Series 2003 Bond is printed on the reverse of the Series 2003 Bond, the following
legend shall be printed on the face of such Series 2003 Bond: "THE PROVISIONS OF THIS
BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE."
(c) Execution of Bonds. The Series 2003 Bonds shall be signed by the manual
or facsimile signatures of the Chair of this Board of Supervisors and of the Treasurer-Tax Collector
("County Treasurer"), and countersigned by the manual or facsimile signature of the Clerk of this
Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds
shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as
defined in Section 8(a) hereof).
DOcssFi:661884.3 2
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(d) Valid Authentication. Only such of the Series 2003 Bonds as shall bear
thereon a certificate of authentication and registration as described in subsection (b),executed by the
Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this
Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series
2003 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled
to the benefits of this Resolution.
(e) IdentifyLmg Number. The Paying Agent shall assign each Series 2003 Bond
authenticated and registered by it a distinctive letter, or number, or letter and number, and shall
maintain a record thereof at its principal corporate trust office,which record shall be available to the
District and the County for inspection.
Section 5. Terms of Bonds. (a) Date of Bonds. The Series 2003 Bonds shall be
dated March 1,2003, or such other date as shall be set forth in the Bond Purchase Contract.
(b) Denominations. The Series 2003 Bonds shall be issued in denominations of
$5,000 principal amount or any integral multiple thereof.
(c) Maturity. The Series 2003 Bonds shall mature on the date or dates, in each
of the years, in the principal amounts and in the aggregate principal amount as shall be set forth in
the Bond Purchase Contract. No Series 2003 Bond shall mature prior to August 1, 2004, and no
Series 2003 Bond shall mature later than the date which is 25 years from the date of the Bonds,to be
determined as provided in subsection (a) of this Section. No Series 2003 Bond shall have principal
maturing on more than one principal maturity date.
(d) Interest. As used in this Resolution and in the Bonds, the terms "interest
payment date,"and"interest date" shall be interchangeable,and shall mean February 1 and August 1
of each year,or such other dates specified in the Bond Purchase Contract.
The Series 2003 Bonds shall bear interest at an interest rate not to exceed 12.00%per
annum, first payable on February 1, 2004, and thereafter on February 1 and August I in each year
(or on such other initial and semiannual interest payment dates as shall be set forth in the Bond
Purchase Contract, computed on the basis of a 360-day year of twelve 30-day months. Each
Current Interest Series 2003 Bond authenticated and registered on any date prior to the close of
business on the first Record Date (as defined in Section 6(b)) shall bear interest from the date of said
Current Interest Series 2003 Bond. Each Current Interest Series 2003 Bond authenticated during
the period between any subsequent Record Date and the close of business on its corresponding
Interest Payment Date shall bear interest from such Interest Payment Date. Any other Current
Interest Series 2003 Bond shall bear interest from the Interest Payment Date immediately preceding
the date of its authentication. If, at the time of authentication of any Series 2003Bond,interest is in
default on any outstanding Series 2003 Bonds, such Series 2003 Bond shall bear interest from the
interest payment date to which interest has previously been paid or made availably for payment on
the outstanding Series 2003 Bonds.
Section 6. Payment: (a) Principal. The principal of the Series 2003 Bonds shall
be payable in lawful money of the United States of America to the person whose name appears on
the bond registration boobs of the Paying Agent (as described in Section 8(c) hereon as the
oocssF I:6sr sa4.3 3
_... ......... 1.111 __
....... ......_. ......... ...... .. ........ . _
.. ..........._. _.. ...... ..........._1111...
. ......... ...........
registered owner thereof(the "Owner"), upon the surrender thereof at the principal corporate trust
office of the Paying Agent.
(b) I_n_terest-, Record Date. The interest on the Series 2003 Bonds shall be
payable in lawful money of the United States of America to the Owner thereof as of the close of
business on the 15`h day of the month preceding an interest payment date (the "Record Date"),
whether or not such day is a business day, such interest to be paid by check or draft mailed on such
interest payment date (if a business day, or on the next business day if the interest payment date
does not fall on a business day) to such Owner at such Owner's address as it appears on the bond
registration books described in Section 8(c) or at such address as the Owner may have filled with the
Paying Agent for that purpose except that the payment shall be made in immediately available funds
(e.g., by wire transfer) to any Owner of at least $1,000,000 of outstanding Series 2003 Bonds who
shall have requested in writing such method of payment of interest prior to the close of business on
the Record Date immediately preceding any interest payment date. So long as Cede & Co. or its
registered assigns shall be the Owner of the Series 2003 Bonds, payment shall be made in
immediately available funds as provided in Section 9(d) hereof.
(c) Interest and Sinking Fund: Principal and interest due on the Series 2003
Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146
of the Education Code.
Section 7. Redemption Provisions: (a) Optional Redemption. The Series 2003
Bonds shall be subject to redemption, at the option of the District, on the dates and terms provided
herein, or on such other dates and terms as shall be designated in the Bond Purchase Contract. The
Bond Purchase Contract may provide that the Series 2003 Bonds shall not be subject to optional
redemption.
Unless otherwise specified in the Bond Purchase Contract, the Series 2003 Bonds
shall be subject to optional redemption as follows: Series 2003 Bonds maturing on or before
August 1, 2011, shall not be subject to redemption prior to their respective stated maturity dates.
The Series 2003 Bonds maturing in each year beginning August 1, 2012, 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 2011. If less than
all of the Series 2003 Bonds are called for redemption, such bonds shall be redeemed in inverse
order of maturities or as otherwise directed by the District, and if less than all of the Series 2003
Bonds of any given maturity are called for redemption, the portions of such bonds of a given
maturity to be redeemed shall be determined by lot.
Unless otherwise specified in the Bond Purchase Contract, the Series 2003 Bonds
redeemed at the option of the District shall be redeemed at the following prices (expressed as a
percentage of the principal amount of the Series 2003 Bonds called for redemption.), together with
interest accrued thereon to the date of redemption:
DOCSSF1:6618$4.3 4
Optional
Redemption Date Redemption Price
August 1, 2011 through July 31, 2012 102%
August 1, 2012 through July 31, 2013 101
August 1,2013 and thereafter 100
The "redemption date" is that date on which the Bonds which are called are to be presented for
redemption.
(b) Mandatory Sinking Fund RedenVtion. The Series 2003 Bonds, if any,which
are designated in the Bond Purchase Contract as Series 2003 Term Bonds shah also be subject to
redemption prior to their stated maturity dates,without a redemption premium, in part by lot, from
mandatory sinking fund payments in the amounts and in accordance with the terms to be specified
in the Bond Purchase Contract. The principal amount of each mandatory sinking fund payment of
any maturity shall be reduced proportionately by the amount of any Series 2003 Bonds of that
maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond
Purchase Contract may provide that the Series 2003 Bonds shall not be subject to mandatory sinking
fund redemption.
The Auditor-Controller of the County is hereby authorized to create such sinking
funds or accounts for the Series 2003 Bonds as shall be necessary to accomplish the purposes of this
section.
(c) Notice of Redemption. Notice of optional, unscheduled or contingent bond
call redemption of any Series 2003 Bonds shall be given by the Paying Agent upon the written
request of the District. Notice of any such redemption of Series 2003 Bonds shall be mailed postage
prepaid, not less than 30 not more than 60 days prior to the redemption date (i) by first class mail to
the respective Owners thereof at the addresses appearing on the bond registration books described
in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange
Commission as securities depositories, (iii) to at least two information services of national
recognition which disseminate redemption information with respect to municipal securities, and (iv)
as may be further required in accordance with the Continuing Disclosure Certificate of the District
described in Section 15.
Each notice of redemption shall contain all of the following information:
(i) the date of such notice;
(ii) the name of the Bonds and the date of issue of the Bonds;
(iii) the redemption date;
(iv) the redemption price;
(v) the dates of maturity of the Bonds to be redeemed;
DOCSSFt:661884.3 5
(vi) (if less than all of the Bonds of any maturity are to be redeemed the
distinctive numbers of the Bonds of each maturity to be redeemed;
(vii) (in the case of Bonds redeemed in part only) the respective portions of the
principal amount of the Bonds of each maturity to be redeemed,
(viii) the CUSIP number,if any,of each maturity of Bonds to be redeemed,
(ix) a statement that such Bonds must be surrendered by the Owners at the
principal corporate trust office of the Paying Agent, or at such other place or
places designated by the Paying Agent;and
(x) notice that further interest on such Bonds will not accrue after the designated
redemption date.
(d) Effect of Notice. A certificate of the Paying Agent or the District that notice
of call and redemption has been given to Owners and to the appropriate securities depositories and
information services as herein provided shall be conclusive as against all parties. The actual receipt
by the Owner of any Series 2003 Bond or by any securities depository or information service of
notice of redemption shall not be a condition precedent to redemption, and failure to receive such
notice, or any defect in the notice given, shall not affect the validity of the proceedings for the
redemption of such Bonds or the cessation of interest on the date fixed for redemption.
When notice of redemption has been given substantially as provided for herein, and
when the redemption price of the Bonds called for redemption is set aside for the purpose as
described in subsection (f) of this Section, the Bonds designated for redemption shall become due
and payable on the specified redemption date and interest shall cease to accrue thereon as of the
redemption date, and upon presentation and surrender of such Bonds at the place specified in the
notice of redemption.,such Bonds shall be redeemed and paid at the redemption price thereof out of
the money provided therefor. The Owners of such Bonds so called for redemption after such
redemption date shall look for the payment of such Bonds and the redemption premium thereon, if
any, only to the interest and sinking fund or the escrow fund established for such purpose. All
Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued.
(e) Right to Rescind Notice. The District may rescind any optional redemption
and notice thereof for any reason on any date prior to the date fixed for redemption by causing
written notice of the rescission to be given to the owners of the Bonds so called for redemption.
Any optional redemption and notice thereof shall be rescinded if for any reason on the date fixed
for redemption moneys are not available in the interest and sinking fund or otherwise held in trust
for such purpose in an amount sufficient to pay in full on said date the principal of,interest, and any
premium due on the Bonds called for redemption. Notice of rescission of redemption shall be
given in the same manner in which notice of redemption was originally given. The actual receipt by
the owner of any Bond of notice of such rescission shall not be a condition precedent to rescission,
and failure to receive such notice or any defect in such notice shall not affect the validity of the
rescission.
(f) Redemption I{und. 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
DOCSSFI:661884.3 6
provided by law,monies for the purpose and sufficient to redeem,at the premiums payable as in this
resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in
any such escrow fund shalt be applied on or after the redemption date solely for payment of
principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of
such Bonds, provided that all monies in the interest and sinking fiend of the District shall be used
for the purposes established and permitted by law. Any interest due on or prior to the redemption
date shall be paid from the interest and sinking fund of the District,unless otherwise provided for to
be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and
cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise
held in trust for the payment of redemption price of the Bonds, said monies shall be held in or
returned or transferred to the interest and sinking fund of the District for payment of any
outstanding bonds of the District payable from said fund;provided,however, that if said monies are
part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for
the payment of principal of and interest on such bonds. If no such bonds of the District are at such
time outstanding,said monies shall be transferred to the general fund of the District as provided and
permitted by law.
(g) Defeasance of Bonds. If at any time the District shall pay or cause to be paid
or there shall otherwisebe paid to the Owners of any or all outstanding Bonds all of the principal,
interest and premium, if any, represented by such Bonds at the times and in the manner provided
herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law
consistent herewith, then such Owners shall cease to be entitled to the obligation of the District as
provided in Section 11 hereof, and such obligation and all agreements and covenants of the District
and of the County to such Owners hereunder and under the Bonds shall thereupon be satisfied and
discharged and shall terminate, except only that the District shall remain liable for payment of all
principal,interest and premium, if any,represented by the Bonds,but only out of monies on deposit
in the interest and sinking fund or otherwise held in trust for such payment; and provided further,
however,that the provisions of subsection (h) hereof shall apply in all events.
For purposes of this section, the District may pay and discharge any or all of the
Bonds by depositing in trust with the Laying Agent or an escrow agent at or before maturity, money
or non-callable direct obligations of the United States of America or other non-callable obligations
the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and
credit of the United States of America,in an amount which will, together with the interest to accrue
thereon and available monies then on deposit in the interest and sinking fund of the District,be fully
sufficient in the opinion of a certified public accountant, to pay and discharge the indebtedness on
such Bonds (including all principal, interest and redemption premiums) at or before their respective
maturity dates.
(h) Unclaimed Monies. Any money held in any fund created pursuant to this
Resolution, or by the Paying Agent in trust, for the payment of the principal=of, redemption
premium,if any,or interest on the Bonds and remaining unclaimed for two years after the principal
of all of the Bonds has become due and payable (whether by maturity or uponprior redemption)
shall be transferred to the interest and sinking fund of the District for payment of any outstanding
bonds of the District payable from said fund; or, if no such bonds of the District are at such time
outstanding, said monies shall be transferred to the general fund of the District as provided and
permitted by law.
DOCSSF1.661884.3 7
Section 8. Paying Agent: (a) Appointment. BNY Western Trust Company, in
San Francisco, California,is hereby appointed the initial Paying Agent for the Series 2003 Bonds (the
"Paying Agent").
(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, and surrender of the Series 2003 Bonds shall mean in care
of the corporate trust office of BNY Western Trust Company, in San Francisco, California;
provided, however, that in any case "principal corporate trust office" shall mean any other office of
the Paying Agent designated for a particular purpose, and shall include the principal corporate trust
office or other designated office of any successor paying agent.
(c) Registration Books. The Paying Agent will keep or cause to be kept at its
principal corporate trust office sufficient books for the registration and transfer of the Series 2003
Bonds, which shall at all tames be open to inspection by the District, and, upon presentation for
such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register
or transfer or cause to be registered or transferred on said books, Series 2003 Bonds as provided in
Section 9 hereof.
(d) Payment of Fees and Expenses. The fees and expenses of the Paying Agent
not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and
sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of
the Education Code of the State of California.
Section 9. Transfer Under Book-Entry System.• Discontinuation of Book-Entry
System: (a) The Series 2003 Bonds shall be initially issued and registered as provided in Section 4.
Registered ownership of such Series 2003 Bonds, or any portion thereof, may not thereafter be
transferred except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust
Company, or its nominee, or to any substitute depository designated pursuant to clause (ii)
of this section (a "substitute depository"); 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 or the County,
upon (1) the resignation of The Depository Trust Company or its successor (or any
substitute depository or its successor) from its functions as depository, or (2) a
determination by the County (upon consultation with the District) to substitute another
depository for The Depository Trust Company (or its successor) because The Depository
Trust Company or its successor (or any substitute depository or its succeslor) is no longer
able to carry out its functions as depository; rovided, that any such substitute depository
shall be qualified under any applicable laws to provide the services proposed to be provided
by it;or
(iii) To any person as provided below, upon (1) the resignation of The
Depository Trust Company or its successor (or substitute depository or its successor) from
its functions as depository, or (2) a determination by the County (upon consultation with the
nocsst:t:661 Ra4.3 8
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 (ti) of
subsection (a) of this section, upon receipt of the outstanding Series 2003 Bands by the Paying
Agent, together with a written request of the District or County to the Paying Agent, a new Series
2003 Bond for each maturity shall be executed and delivered in the aggregate principal amount of
the Series 2003 Bonds then outstanding, registered in the name of such successor or such substitute
depository, or their nominees, as the case may be, all as specified in such written request of the
District or County. In the case of any transfer pursuant to clause (iii) of subsection (a) of this
section, upon receipt of the outstanding Series 2003 Bonds by the Paying Agent together with a
written request of the District or County to the Paying Agent, new Series 2003 Bonds shall be
executed and delivered in such denominations, numbered in the manner determined by the Paying
Agent, and registered in the names of such persons, as are requested in such written request of the
District or County, subject to the limitations of Section 5 and the receipt of such a written request of
the District or County, and thereafter, the Series 2003 Bonds shall be transferred pursuant to the
provisions set forth in Section 10 of this resolution; provided, that the PayingAgent shall not be
required to deliver such new Series 2003 Bonds within a period of less than sixty (60) days after the
receipt of any such written request of the District or County.
(c) The County, the District and the Paying Agent shall be entitled to treat the
person in whose name any Series 2003 Bond is registered as the owner thereof, notwithstanding any
notice to the contrary received by the County, the District or the Paying Agent; and the County, the
District and the Paying Agent shall have no responsibility for transmitting payments to,
communicating with, notifying, or otherwise dealing with any beneficial owners of the Series 2003
Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or
obligation, legal or otherwise, to the beneficial owners or to any other party, including The
Depository Trust Company or its successor(or substitute depository or its successor), except for the
Owner of any Series 2003 Bonds.
(d) So long as the outstanding Series 2003 Bonds are registered in the name of
Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate
with Cede&Co., as sole Owner,or its registered assigns in effecting payment of the principal of and
interest on the Series 2003 Bonds by arranging for payment in such manner that funds for such
payments are properly identified and are made immediately available (e.g., by wire transfer) on the
date they are due.
Section 10. Transfer and Exchange: (a) Transfer. Following the termination or
removal of the depository pursuant to Section 9 hereof, any Series 2003 Bond may, in accordance
with its terms, be transferred, upon the books required to be kept pursuant to the provisions of
Section $(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such
Owner,upon surrender of such Series 2003 Bond to the Paying Agent for cancellation,accompanied
by delivery of a duly executed written instrument of transfer in a form approved by the Paying
Agent.
Whenever any Series 2003 Bond or Bonds shall be surrendered for transfer, the
designated County officials shall execute and the Paying Agent shall authenticate and deliver, as
provided in Section 4, a new Series 2003 Bond or Bonds of the same series, maturity, interest
DOCssF1:661884.3 9
payment mode and interest rate for a like aggregate principal amount. The Paying Agent may
require the payment by any Owner of Series 2003 Bonds requesting any such transfer of any tax or
other governmental charge required to be paid with respect to such transfer.
No transfer of any Series 2003 Bond shall be required to be made by the Paying
Agent during the period from (1) the close of business on the applicable Record Date to and
including the succeeding interest date, or (2) the close of business on the date',on which notice is
given that such Series 2003 Bond has been selected for redemption in whole or in part, to and
including the designated redemption date.
(b) Exchange. The Series 2003 Bonds may be exchanged for Series 2003 Bonds
of other authorized denominations of the same maturity and interest payment anode, by the Owner
thereof,in person or by the duly authorized attorney of such Owner,upon surrender of such Series
2003 Bond to the Paying Agent for cancellation.,accompanied by delivery of a duly executed request
for exchange in a form approved by the Paying Agent.
Whenever any Series 2003 Bond or Bonds shall be surrendered for exchange, the
designated County officials shall execute and the Paying Agent shall authenticate and deliver, as
provided in Section 4, a new Series 2003 Bond or Bonds of the same maturity and interest payment
mode and interest rate for a like aggregate principal amount. The Paying Agent may require the
payment by the Owner requesting such exchange of any tax or other governmental charge required
to be paid with respect to such exchange.
No exchange of any Series 2003 Bonds shall be required to be made by the Paying
Agent during the period from (1) the close of business on the applicable Record Date to and
including the succeeding interest date, or (2) the close of business on the date on which notice is
given that such Series 2003 Bond has been selected for redemption in whole or in part, to and
including the designated redemption date.
Section 11. Obligation to L&v_y Taxes to Pay Bonds: The money for the payment of
principal, redemption premium, if any, and interest with respect to the Series 2003 Bonds shall be
raised by taxation upon all taxable property in the District and provision shall be made for the levy
and collection of such taxes in the manner provided by lav and for such payment out of the interest
and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to
levy ad valorem taxes for the payment of the Series 2003 Bonds on all property in the District
subject to taxation by the County without limitation as to rate or amount (except certain personal
property which is taxable at limited rates).
Section 12. Sale of Bonds,•Bond Purchase Contract: The Series 2003 Bonds shall
be sold to the Underwriter not later than March 27, 2003. The Bond Purchase Contract submitted
to and on file with the Clerk of this Board of Supervisors providing for the sale by this Board of
Supervisors and the purchase by the Underwriter of the Series 2003 Bonds at a purchase price to be
set forth therein (which purchase price shall be approved by the County Treasurer, this Board of
Supervisors hereby expressly delegating to such officer the authority to execute the Bond Purchase
Contract on its behalf}, is hereby approved; provided, that (i) the true interest cost on the Series
2043 Bonds shall not be in excess of 7.00%, (ii) the maximum interest rate on the Series 2403 Bonds
shall not be in excess of 12.00% per annum; (iii) the minimum price for the Series 2003 Bonds shall
be not less than the principal amount thereof; (iv) the underwriter's discount shall not exceed 1.00%
DOCSSFI:661884.3 10
of the aggregate principal amount of the Series 2003 Bonds (excluding any costs of issuance the
Underwriter agrees to pay pursuant to the Bond Purchase Contract); and (v) the Series 2003 Bonds
shall otherwise conform to the limitations specified herein.
The Bond Purchase Contract shall recite the aggregate principal amount of the Series
2003 Bonds, the date thereof, the maturity dates, principal amounts and annual rates of interest of
each maturity thereof, the initial and semiannual interest payment dates thereof, and the terms of
optional and mandatory sinking fund redemption thereof. The Bond Purchase Contract, together
with this Resolution, shall constitute the order of the Board of Supervisors for purposes of Section
15230 of the Education ;ode.
The County Treasurer(or an authorized deputy or delegate of the County Treasurer)
is hereby authorized and directed to accept the offer of the Underwriter when said offer is
satisfactory to the County Treasurer, and to execute and deliver the Bond Purchase Contract on
behalf of the County in substantially the form now on file with this Board of Supervisors,with such
changes therein as shall be approved by the authorized officer of the Countyexecuting the same,
and such execution shall constitute conclusive evidence of the County Treasurer's approval and this
Board of Supervisors' approval of any change therein from the form of such Bond Purchase
Contract.
Section 13. Deis.rosit and lnvestMent of Pr ccs ecds. (a) The proceeds of sale of
the Series 2003 Bonds, exclusive of any premium and accrued interest received, shall be deposited in
the County treasury to the credit of the building fund of the District. Any premium and accrued
interest shall be deposited upon receipt in the interest and sinking fund of the District within the
County treasury.
(b) All funds held by the County Treasurer hereunder shall', be invested at the
County Treasurer's discretion pursuant to law and the investment policy of the County, unless
otherwise directed in writing by the District.
(i) At the written direction of the District, all or any portion of the building
fund of the District may be invested in the Local Agency Investment Fund in the treasury of
the State of California.
(ii) At the written direction of the District, all or any portion of the building
fund of the District may be invested on behalf of the District in investment agreements,
including guaranteed investment contracts, which comply with the requirements of each
rating agency then rating the Series 2403 Bonds necessary in order to maintain the then-
current rating on the Series 2003 Bonds provided that the County Treasurer shall be a
signatory to any such investment agreement.
Section 14. Tax Covenant: The County acknowledges and relies upon the fact
that the District has represented and covenanted that it shall not take any action, or fail to take any
action, if such action or failure to tape such action would adversely affect the exclusion from gross
income of the interest payable on the Series 2003 Bonds under Section 103 of the Internal Revenue
Code of 1986, as amended (the "Code"), and that it will comply with the requirements of the Tax
Certificate of the District with respect to the Series 2003 Bonds, to be entered into,by the District as
DOCSSFI:661884.3 11
of the date of issuance of the Series 2003 Bonds, and further that such representation and covenant
shall survive payment in full or defeasance of the Series 2003 Bonds.
Section 15. Continuing Disclosure Certificate: The County acknowledges and
relies upon the fact that the District has represented that it shall execute a Continuing Disclosure
Certificate containing such covenants of the District as shall be necessary to comply with the
requirements of Securities and Exchange Commission Rule 15c2-12. The County acknowledges and
relies upon the fact that the District has covenanted that it will comply with and carry out all of the
provisions of such Continuing Disclosure Certificate.
Section 16. Limited Responsibility for Official Statement: Neither the Board of
Supervisors nor any officer of the County has prepared or reviewed the official statement of the
District describing the Series 2003 Bonds (the "Official Statement,), and this Board of Supervisors
and the various officers of the County take no responsibility for the contents or distribution thereof;
provided, however, that solely with respect to a section contained or to be contained therein
describing the County's investment policy, current portfolio holdings, and valuation procedures, as
they may relate to funds of the District held by the County Treasurer, the County Treasurer is
hereby authorized and directed to prepare and review such information for inclusion in the District's
Official Statement and in a preliminary Official Statement, and to certify in writing prior to or upon
the issuance of the Series 2003 Bonds that the information contained in such section does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they are made,
not misleading.
Section 17. Approval of Actions: The Chair of this Board of Supervisors, the
Clerk of this Board of Supervisors, the County Auditor-Controller, the County Counsel, and the
County Treasurer and the deputies and designees of any of them,are hereby authorized and directed
to execute and deliver any and all certificates and representations, as may be acceptable to County
Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to
be distributed in connection with the sale of the Series 2003 Bonds, necessary and desirable to
accomplish the transactions authorized herein.
r
c7ocssFi:661884.3 12
Section 18. Effective Date: This resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this day,February 25,2003,by the following vote:
AYES: Supervisors Gioia, Uilkema, Gerber, Glover and DeSaul. ier
NOES: None
ABSTAIN: None
ABSENT: None
VA
Chair of the Board of Supervisors
County of Contra Costa
ATTEST:
Chief Clerk of the Board of Supervisor
County of Contra Costa
D OCSSF1:661884.3 13
CLERKS CERTIFICATE
I,John R. Sweeten, Clerk of the Beard of Supervisors (the "Board") of the County
of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution
and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the
regular meeting place thereof on February 25, 2403, and entered in the minutes thereof, of which
meeting all the members of the Board had due notice and at which a quorum thereof was present;
that at said meeting said resolution was adopted by the following vote:
AYES: Supervisors Gioia, Uilkema, Gerber, Glover and DeSaulnier
NOES: None
ABSTAIN: None
ABSENT: None
An agenda of said meeting was posted at least 72 hours before said meeting at 651
Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief
description of said resolution appeared on said agenda. A copy of said agenda is attached hereto.
I further certify that I have carefully compared the same with the original minutes of
said meeting on file and of record in my office. Said resolution has not been amended, modified or
rescinded since the date of its adoption and the same is now in full force and effect.
WITNESS my hand this 25th day of February >2003.
Chief Clerk of the Board of Supervisors
County of Contra Costa
DocssFI:6618843
EXHIBIT A
[Form of Series 2003 Bond.]
Number UNITED STATES OF AMERICA Amount
R-._._ STATE OF CALIFORNIA $
COUNTY OF CONTRA COSTA
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES 2003
Maturity Date interest Rate Dated as of CUSIP NO.
March 1,2003
Registered Owner: CEDE&CO.
Principal Sum: DOLLARS
On behalf of the San Ramon Valley Unified School District, County of Contra Costa, State of
California (herein called the "District"), the County of Contra Costa hereby acknowledges itself obligated to and
promises to pay, but only from taxes collected by the County for such purpose pursuant to Section 15250 of the
Education Code of the State of California,to the registered owner identified above or registered assigns,on the maturity
date set forth above or upon prior redemption hereof,the principal sum specified above in lawful money of the United
States of America,and to pay interest thereon in like lawful money at the interest rate per annum stated above,payable
commencing on February 1, 2004, and thereafter on February 1 and August 1 in each year, until payment of said
principal sum. If this bond is authenticated and registered on any date prior to the close of business on January 15,
2004,it shall bear interest from the date hereof. If authenticated during the period between any subsequent Record Date
(as defined below) and the close of business on its corresponding interest payment date,it shall bear interest from such
interest payment date. Otherwise,this bond shall bear interest from the interest payment date immediately preceding the
date of its authentication.
The principal hereof is payable to the registered owner hereof upon the surrender hereof at the
principal corporate trust office (as defined in the Resolution) of the paying agent/registrar and transfer agent of the
District(herein called the"Paying Agent"),initially BNY Western Trust Company. The interest hereon is payable to the
person whose name appears on the bond registration books of the Paying Agent as the registered owner hereof as of the
close of business on the 15th day of the month preceding an interest payment date(the"Record Date"),whether or not
such day is a business day, such interest to be paid by check or draft mailed to such registered owner at the owner's
address as it appears on such registration books,or at such other address filed with the Paying Agent for that purpose.
Upon written request,given no later than the Record Date immediately preceding an interest payment date,of the owner
of Bonds (hereinafter defined) aggregating at least$1,000,000 in principal amount, interest will be paid in immediately
available funds (e.g., by wire transfer) to an account maintained in the United States as specified by the owner in such
request. So long as Cede & Co. or its registered assigns shall be the registered owner of this bond, payment shall be
made in immediately available funds as provided in the Resolution hereinafter described.
This bond is one of a duly authorized issue of bonds of like tenor(except for such variations,if any,
as may be required to designate varying series, numbers, denominations, interest rates, interest payment modes,
maturities and redemption provisions), amounting in the aggregate to $ , and designated as "San
Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2003" (the "Bonds"). The
Bonds were authorized by a vote of 55%of the voters voting at an election duly and legally called,held and conducted in
the District on November 5,2002. The Bonds are issued and sold by the Board of Supervisors of the County of Contra
Costa, State of California,pursuant to and in strict conformity with the provisions of the Constitution and laws of said
State, and of a resolution (herein called the "Resolution') adopted by said Board of Supervisors on February 25, 2003,
and subject to the more particular terms specified in the Bond Purchase Contract executed by the District and the
County on
DOCSSF l:661884.3 A-1
_.._._. _._. .._._........................................
..............._..._.. ...._._..... ...._..I-- ......... ...............
_.. ......... ......... .........
The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000
principal amount or any integral multiple thereof, provided that no Bond shall have principal maturing on more than
one principal maturity date. Subject to the limitations and conditions and upon payment of:the charges, if any, as
provided in the Resolution,Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series,
interest payment mode,and maturity of other authorized denominations.
This bond is transferable by the registered owner hereof,in person or by attorney duly authorized in
writing,at the principal corporate trust office of the raying 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 band. Upon such
transfer, a new Bond or Bonds of authorized denomination or denominations of the same series, interest payment
mode,and same aggregate principal amount will be issued to the transferee in exchange herefor.
The County,the District and the Paying Agent may treat the registered owner hereof as the absolute
owner hereof for all purposes,and the County,the District and the Paying Agent shall not be affected by any notice to
the contrary.
The Bonds are subject to optional and mandatory sinking fund redemption on the terms and subject
to the conditions specified in the Resolution, and as further specified in the Redemption Schedule attached hereto. 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 Bands represent an obligation of the District payable
out of the interest and sinking fund of the District,and the money for the payment of principal of,premium,if any,and
interest hereon,shall be raised by taxation upon the taxable property of the District.
This bond shall not be entitled to any benefit under the Resolution,or become valid or obligatory for
any purpose,until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying
Agent.
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this
bond to be signed by its Chair and by the Treasurer-Tax Collector of the County,and to be countersigned by the Clerk
of said Board,as of the date set forth above.
Chair of the Board of Supervisors
County of Contra Costa
Treasurer-Tax Collector
County of Contra Costa
Countersigned:
Clerk of the Board of Supervisors
DOCSSFl:661884.3 A-2
_.... ..........._.. ..._.._..._... . ...
... ....... ......._._. ......._. _.._..... .... .._.. ......... ............__.. . .
_._. _....... .._...... ......... ......... .........
..............................
PAYING AGENTS CERTIFICATE OF AUTHENTICATION
AND REGISTRATION
This is one of the San Ramon Valley Unified School District General Obligation Bonds,Election of
2002, Series 2003, described in the within-mentioned Resolution and authenticated and registered on
BNY WESTERN TRUST COMPANY,San Francisco,
California,as Paying Agent/Registrar and Transfer Agent
By
Authorized Officer
DTC LEGEND
Unless this certificate is presented by an authorized representative of The Depository Trust Company,
a New York corporation O DTC'), to Issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized
representative of.DTC(and any payment is made to Cede&Co. or to such other entity as is requested by an authorized
representative of DTC),ANY TRANSFER,PLEDGE,OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co.,has an interest
herein.
[STATEMENT OF INSURANCE]
DOCSS F i:66 t 884.3 A-3
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned Registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the same on the books of the Paying
Agent/Registrar and Transfer Agent with full power of substitution in the premises.
I.D.Number NOTE: The signature(s)on this Assignment must correspond
with the name(s)as written on the face of the within Registered
Bond in every particular,without alteration or enlargement or
any change whatsoever.
Dated:
Signature Guarantee:
Notice. Signature must be guaranteed by an
eligible guarantor institution.
DOCSSF►:661884.3 A-4
REDEMPTION SCHEDULE
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BUNDS,SERIES 2003
ti ; edemtttion: The Bonds maturing on or before August 1, 2011, are not subject to
redemption prior to their respective stated maturity dates. Bonds maturing on and after August 1, 2012,are subject to
redemption prior to their respective stated maturity dates, at the option of the District, from any source of available
funds, as a whole or in part on any date on or after August 1, 2011. Bonds shall be redeemed at the following
redemption prices(expressed as a percentage of the principal amount of the Bonds called for redemption),together with
interest accrued thereon to the date of redemption:
optional Optional
Redemption Date Redemption Price
August 1,2011 through July 31,2012 102%
August 1,2012 through July 31,2013 101
August 1,2013 and thereafter 100
Meda o i k8 EUnd Redr,=tion: The bonds shown as Term Bonds below,shall be subject to
mandatory sinking fund redemption prior to their stated maturity date,without a redemption premium,in part by lot,
from mandatory sinking fund payments in the amounts and years shown below.
$ Terris Series 2003 Bonds
Maturing August 1,
$ Term Series 2003 Bonds
Maturing March 1,2028
f
DOCSSFI:6618$4.3 A-5
BOND PURCHASE CONTRACT
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,
ELECTION OF 2002,SERIES 2003
[Date of Sale]
Board of Supervisors
County of Contra Costa
Board of Education
San Ramon Valley Unified School District
Ladies and Gentlemen:
The undersigned (the "Underwriter") offers to enter into this Bond Purchase Contract with
the County of Contra Costa (the "County"), acting through its Treasurer-Tax Collector (the "County
Treasurer"),and with the Board of Trustees of the San Ramon Valley Unified School District(the"District"},
acting through its Superintendent. The offer made hereby is subject to acceptance by the County and the
District by execution and delivery of this Bond Purchase Contract (the "Purchase Contract") to the
Underwriter at or prior to 11:59 p.m.,California time,on the date hereof,but it shall be irrevocable until such
time as it is sooner accepted or rejected by the County and the District. Upon acceptance of this offer by the
County and the District in accordance with the terms hereof,this Purchase Contract will be binding upon the
County and the District and upon the Underwriter.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, covenants and agreements hereinafter set forth, the Underwriter hereby agrees to purchase
from the County for offering to the public, and the County hereby agrees, on behalf of the District, to sell to
the Underwriter for such purpose, all (but not less than all), if any are purchased, of the $
aggregate original principal amount of the San Ramon Valley Unified School District General Obligation
Bonds, Election of 2002, Series 2003 (the "Series 2003 Bonds"), at the Purchase Price designated in
AWendix A hereto. The Underwriter's discount of $_ _ does not exceed 1.010% of the principal
amount of the Series 2003 Bonds (excluding costs of issuance of the Bonds which the Underwriter agrees to
Pay Pursuant to Section 10). The true interest cost for the Series 2003 Bonds is %.
2. The Series 2003 Bonds. The Series 2003 Bonds shall be issued pursuant to
Section 15100 and following of the Education Code of the State of California, and in accordance with
Resolution No. of the Board of Trustees of the District (the "District Resolution"), adopted on
February 19, 2003, and Resolution No. of the Board of Supervisors of the County, adopted on
DOCSSFI:6618$4.3
February 25, 2003 (the "Resolution"). The Series 2003 Bonds shall conform in all respects to the terms and
provisions set forth in the Resolution and in this Purchase Contract,including in Appendix A hereto.
The Series 2003 Bonds shall be issued as current interest bonds. The Series 2003 Bonds
shall be dated as of March 1,2003,and shall mature on the date or dates,in each of the years,in the principal
amounts, and pay interest at the rates, shown in Atsrsendix A. Interest on the Series2003 Bonds shall be
payable on February 1, 2004, and semiannually thereafter on February I and August 1 of each year until
maturity.
The Series 2003 Bonds shall otherwise be as described in the Official Statement of the
District with respect to the Series 2003 Bonds,dated (the"Official Staternent'}.
The Series 2003 Bonds shall be subject to optional and mandatory sinking fund redemption
on the terms and at the times shown in ApperLdix A.
[The Series 2003 Bonds shall be insured by a municipal bond insurance policy to be issued
by [Insurer] (the"Insurer").]
The Series 2003 Bonds shall be in full book-entry form. One fully registered certificate for
each maturity of the Series 2003 Bonds will be prepared and delivered as described in Section 9 hereof,
registered in the name of Cede & Co., as nominee of The Depository 'frust Company, New York, NY
("DTC"), and will be made available to the Underwriter for inspection at such place as may be mutually
agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as
defined in Section 9 hereof. The Underwriter shall order CUSIP identification numbers and the District shall
cause such CUSIP identification numbers to be printed on the Series 2003 Bonds, but neither the failure to
print such number on any Series 2003 Bond nor any error with respect thereto shall constitute cause for a
failure or refusal by the Underwriter to accept delivery of and pay for the Series 2003 Bonds in accordance
with the terms of this Purchase Contract.
3. f� ferigg. The Underwriter agrees to make a bona fide public offering of all the
Series 2003 Bonds. On or before the Closing Date, the Underwriter shall certify to the District in writing, in
form and substance satisfactory to the District and to Bond Counsel (as defined in Section 7(a)(6) hereof),
(i)that as of the date of sale,all of the Series 2003 Bonds purchased were expected to be reoffered in a bona
fide public offering; (ii)that as of the date of the certification, all of the Series 2003 Bonds purchased had
actually been offered to the general public; and (iii) the maximum initial bona fide offering prices at which a
substantial amount (at least 10%) of each maturity of the Series 2003 Bonds purchased was sold to the
general public.
The County hereby ratifies, approves, and confirms the distribution of this Purchase
Contract and the Resolution, and the District hereby ratifies, approves, and confirms the distribution of this
Purchase Contract and the Preliminary Official Statement of the District with respect to the Series 2003
Bonds,dated '2003 (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 2003 Bonds by the Underwriter.
The Underwriter hereby represents that it has received and reviewed the Preliminary Official
Statement, and agrees that it will provide, consistent with the requirements of Municipal Securities
Rulemaking Board ("MSRB") Rule G-32, for the delivery of a copy of the Official Statement to each
customer who purchases any Series 2003 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 2003 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'x.
DOCSSFI:661884.3 2
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 2403 Bonds, upon request, a copy of the
most recent Preliminary Official Statement. Such Preliminary Official Statement shalt be sent by first class
mail(or other equally prompt means) not later than the first business day following the date upon which each
such request is received,
The District will deliver to the Underwriter within seven (7) business days from the date
hereof, up to copies (as the Underwriter shall request) of the Official Statement of the District with
respect to the Series 2003 Bonds, signed by the Superintendent of the District, dated as of the date hereof,
substantially in the form of the Preliminary Official Statement with such changes thereto as shall be approved
by the Underwriter,which approval shall not be unreasonably withheld.
4. j&e resentations and Agent,§ of the County. The County represents to and
agrees with the Underwriter that,as of the date hereof and as of the date of the Closing:
(a) The County is a political subdivision duly organized and validly existing under the
Constitution and general laws of the State of California.
(b) The County is duly authorized and has full legal right,power and authority to issue,
sell and deliver the Series 2003 Bonds on behalf of the District, pursuant to the direction of the District
contained in the District Resolution,and to provisions of the laws of the State of California.
(c) The County has full legal right, power and authority to enter into this Purchase
Contract, to adopt the Resolution, and to observe and perform the covenants and agreements of this
Purchase Contract and the Resolution required to be observed and performed by the County.
(d) The County has duly adopted the Resolution in accordance with the laws of the
State; the Resolution is in full force and effect and has not been amended, modifiedor rescinded and all
representations of the County set forth in the Resolution are true and correct on the date hereof; the County
has duly authorized and approved the execution and delivery of the Series 2403 Bonds and this Purchase
Contract,and the observance and performance by the County through its officers and agents of its covenants
and agreements contained therein required to have been observed or performed at or prior to the Closing
Date; and the County has complied, and will at the Closing be in compliance in all respects, with the
obligations in connection with the issuance of the Series 2003 Bonds on its part contained in this Purchase
Contract,the Resolution,and the Series 20013 Bonds.
(e) The Preliminary Official Statement as of its date does not, and the Official
Statement as of its date will not, and if supplemented or amended, as of the date of any such supplement or
amendment will not, solely with respect to the information contained therein describing the County's
investment policy,current portfolio holdings,and valuation procedures (as they relate to funds of the District
held by the County Treasurer), contain any untrue statement of a material fact or ornit 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 an. d Agge-=cnts of the District. The District represents to and
agrees with the Underwriter that,as of the date hereof and as of the date of the Closing.
(a) The District is a school district duly organized and validly existing under the
Constitution and general laws of the State of California.
(b) The District has full legal right, power and authority to enter into this Purchase
Contract, to adopt the District Resolution, and to observe and perform the covenants and agreements of this
Purchase Contract and the District Resolution,to be observed and performed by the District.
DC)CSSFl:661884.3 3
(c} The District has duly adopted the District Resolution in accordance with the laws of
the State;the District Resolution is in full force and effect and has not been amended,modified or rescinded,
and all representations of the District set forth in the Resolution are true and correct; the District has duly
authorized and approved the execution and delivery of the Bonds and this Purchase Contract, and the
observance and performance by the District through its officers and agents of its covenants and agreements
contained therein required to have been observed or performed at or prior to the Closing Date; and the
District has complied, and will at the Closing be in compliance in all respects, with the obligations in
connection with the issuance of the Series 2003 Bonds on its part contained in this Purchase Contract, the
District Resolution,and the Series 2003 Bonds.
(d) The District represents to the Underwriter that the Preliminary Official Statement
has been"deemed final" by the District as of its date within the meaning of paragraph (a)(2)of Rule 15c2-12,
except for the omission of some or all of such information the omission of which is permitted under
Rule 15c2-12.
(e) The Preliminary Official Statement as of its date does not, and the Official
Statement as of its date will not, and if supplemented or amended,as of the date of any such supplement or
amendment will not,contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made therein, in light of the circumstances under which they were made, not
misleading;in each case excluding therefrom any information contained therein relating to DTC or its book-
entry only system,information contained therein describing the County's investment policy,current portfolio
holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer),
information provided by the Underwriter concerning the reoffering of the Series 2003 Bonds, [and the
information relating to Insurer or the municipal bond insurance policy to be issued thereby insuring payment
on the Series 2003 Bonds, as to all of which the District expresses no view. The District disclaims any
obligation after the date of Closing to update the Preliminary Official Statement and the Official Statement.
(f) The District will undertake, pursuant to the District Resolution and a Continuing
Disclosure Certificate,to provide certain annual financial information and notices of the occurrence of certain
events,if material. A description of this undertaking is set forth in the Preliminary Official Statement and will
also be set forth in the Final Official Statement.
(g) The District has, and has had, no financial advisory relationship with the
Underwriter with respect to the Series 2003 Bonds,nor with any'investment firm controlling,controlled by or
under common control with the Underwriter.
6. Represgntations and Agreem nts of the Underwriter. The Underwriter represents
to and agrees with the County and the District that,as of the date hereof and as of the date of the Closing:
(a) The Underwriter is duly authorized to execute this Purchase Contract and to take
any action under the Purchase Contract required to be taken by it.
(b) The Underwriter is in compliance with MSRB Rule G-37 with respect to the County
and the District, and is not prohibited thereby from acting as underwriter with respect to securities of the
District.
(c) The Underwriter has, and has had, no financial advisory relationship with the
District or the County with respect to the Series 2003 Bonds, and no investment firm controlling, controlled
by or under common control with the Underwriter has or has had any such financial advisory relationship.
(d) The Underwriter has reasonably determined that the District's undertaking pursuant
to Sections 5(f) and 7(a)(8) hereof to provide continuing disclosure with respect to the Series 2003 Bonds is
sufficient to effect compliance with Rule 15c2-12.
DOCSSF1:661884.3
7. Cori `tions to Closing. (a) At or before Closing, and contemporaneously with the
acceptance of delivery of the Series 2003 Bonds,the District will provide to the Underwriter:
(1) a certificate, signed by an official of the District, confirming to the Underwriter that
the Preliminary Official Statement as of its date did not,and the Official Statement as of its date and
at the time of Closing did not and does not,to the best of the knowledge of said official,contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading,and that there has been no material adverse change in the financial condition or affairs of
the District which would make it unreasonable for the purchaser of the Series 2003 Bands to rely
upon the Official Statement in connection with the resale of the Series 2003 Bonds,excluding in each
case anv information contained in the Official Statement relating to DTC or its book-entry only
system, information contained therein describing the County's investment policy, current portfolio
holdings, and valuation procedures (as they relate to funds of the District held by the County
Treasurer), [and the information relating to [Insurer] or the municipal bond insurance policy to be
issued thereby insuring payment on the Series 2003 Bonds,].
(2) a certificate, signed by an official of the County,confirming to the Underwriter that
the Preliminary Official Statement as of its date did not,and the Official Statement as of its date and
at the time of Closing did not and does not, to the best of the knowledge of said official, solely with
respect to the information contained therein describing the County's investment policy, current
portfolio holdings, and valuation procedures (as they relate to funds of the District held by the
County Treasurer), contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in the light of the circumstances under
which they were made,not misleading.
(3) a certificate or certificates, signed by appropriate officials of the District or the
County or both, confirming to the Underwriter that, as of the date of this Purchase Contract and at
the time of Closing, to the best of the knowledge of said official or officials, there is no litigation
pending concerning the validity of the Series 2003 Bonds, the corporate existence of the District or
the County,or the entitlement of the officers of the County who have signed the Series 2003 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 2003 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 fall force and effect and has not
been amended,modified or rescinded.
(5) a certificate or certificates, signed by an official of the County, confirming to the
Underwriter that as of the Closing Date all of the representations of the County contained in this
Purchase Contract are true, and that the Resolution is in full force and effect and has not been
amended,modified or rescinded.
(6) the opinion of Orrick, Herrington & Sutcliffe LIP, Bond Counsel with respect to
the issuance of the Series 2003 Bonds ("Bond Counsel'}, addressed to the District, approving the
validity of the Series 2003 Bonds, substantially in the form set forth as Appendix A to the Official
Statement.
(7) the duly executed Tax Certificate of the District, dated the date of Closing,in form
satisfactory to Bond Counsel.
DOCSSFI:661884.3 5
(8) the receipt of the County Treasurer confirming payment by the Underwriter of the
Purchase Price of the Series 2003 Bonds.
(9) the continuing disclosure certificate of the District, in substantially the form
attached to the Preliminary Official Statement.
[(10) the municipal bond insurance policy issued by Insurer with respect to the Series
2003 Bonds, the tax certificate representations of the Insurer, and an opinion of counsel to the
Insurer regarding the enforceability of such policy, in form reasonably satisfactory to the District,
Bond Counsel,and the Underwriter.]
[(11) the letters of Moody's Investors Service or Standard & Poor's Ratings Services, or
both, to the effect that such rating agencies have rated the Series 2003 Bonds "Aaa" and "AAA",
respectively(or such other equivalent rating as each such rating agency may give), and that each such
rating has not been revoked or downgraded.]
(b) At or before Closing, and contemporaneously with the acceptance of delivery of the
Series 2003 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 2003 Bonds
to the Underwriter and the satisfaction of all conditions and terms of this Purchase Contract by the
District and the County, respectively, and confirming to the District and the County that as of the
Closing Date all of the representations of the Underwriter contained in this Purchase Contract are
true,complete and correct in all material respects.
(2) the certification of the Underwriter,in form satisfactory to Bond Counsel,regarding
the prices at which the Series 2003 Bonds have been reoffered to the public,as described in Section 3
hereof.
[(3) the certification of the Underwriter, in form satisfactory to Bond Counsel, that the
present value of the interest saved as a result of the policy of municipal bond insurance with respect
to the Series 2003 Bonds issued by Insurer exceeds the premium paid for said insurance, and said
premium is not unreasonable.]
$. Ter irr tion. (a) By District or Count. In the event of the District's failure to
cause the Series 2003 Bonds to be delivered at the Closing,or inability of the District or the County to satisfy
the conditions to the obligations of the Underwriter contained herein (unless waived by the Underwriter),or
if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract,
this Purchase Contract shall terminate.
(b) By Underwriter.
(1) Excuse . 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
2003 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;
Docssr 1:661884.3 6
(B) The formal declaration of war by Congress or a new major engagement in or
escalation of military hostilities by order of the President of the United States, or the
occurrence of any other declared national emergency that interrupts or causes disorder to the
operation of the financial markets in the United States for a period of more than 30 days;
(C) There shall be in force a general suspension of trading or other material restrictions
not in force as of the slate hereof on the New York Stock Exchange or other national
securities exchange;
(D) Legislation shall have been enacted by the Congress of the United States, or passed
by and still pending before either House of the Congress, or recommended or endorsed to
the Congress for passage by the President of the United States, or favorably reported for
passage to and still pending before either House of the Congress by any committee of such
House to which such legislation has been referred for consideration, or a decision shall have
been rendered by a court of the United States,or the United States Tac Court,with respect
to federal taxation of interest received on securities of the general character of the Series
2043 Bonds, or legislation shall have been enacted by the State of California which renders
interest on the Series 2003 Bonds not exempt from State of California personal income
taxes;
(E) Legislation shall have been enacted, or a decision of a court of the United States
shall have been rendered or any action shall have been taken by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency having jurisdiction
in the subject matter which,in the opinion of Bond Counsel,has the effect of requiring the
contemplated distribution of the Series 20013 Bonds to be registered under the Securities Act
of 1933,as amended,or the Securities Exchange Act of 1934,as amended,or the Resolution
to be qualified under the Trust Indenture Act of 1939,as amended;or
(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 2003 Bonds
or obligations of the general character of the Series 2003 Bonds,any material restrictions not
now in force, or increase materially those now in force, with respect to the extension of
credit by,or the charges to the net capital requirements of,underwriters.
(2) Unexcused. In the event the Underwriter shall fail (other than for a reason
permitted by this Purchase Contract) to pay for the Series 2003 Bonds upon tender of the Series
2003 Bands at the Closing,the Underwriter shall have no right in or to the Series 2003 Bonds.
9. Closing. At or before 9:00 a.m., California time, on March 20, 2043, or at such
other date and time as shall have been mutually agreed upon by the County,the District,and the Underwriter,
the District will deliver or cause to be delivered to the Underwriter the Series 2043 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 2003 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 2403 Bands 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 2003 Bonds as described herein shall be made at the
offices of the County Treasurer in Martinez, California, or at such other place as shall have been mutually
agreed upon by the County and the Underwriter. The Series 2003 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
DOCSSFz:661884.3 7
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. Fees. The Underwriter hereby agrees to pay $ of the
following costs of issuance of the Series 2003 Bonds from the proceeds of the Series;2003 Bonds (or from
any other source of available funds of the District): (i) the cost of the preparation and reproduction of the
District Resolution and the Resolution; (ii)the fees and disbursements of Bond Counsel; (iii) the costs of the
preparation, printing and delivery of the Series 2003 Bonds; (iv)the costs of the preparation, printing and
delivery of the Preliminary Official Statement, the Official Statement, and any amendment or supplement
thereto in the quantity requested by the Underwriter in accordance herewith;(v)initial rating fees of Moody's
Investor Service and Standard & Poor's; and (vi) fees and expenses of the Paying Agent for the Series 2003
Bonds, [and (vii) the premium for the policy of municipal bond insurance to be issued by Insurer]. The
District shall pay the balance of all such expenses.
All other costs and expenses incurred by the Underwriter as a result of or in connection with
the purchase of the Series 2003 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 ("CMAC"); (v) the Bond
Market Association fees; (vi) MSRB fees; (vii) costs or fees of qualifying the Series 2003 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. No 'ce . Any notice or other communication to be given under this Purchase
Contract(other than the acceptance hereof as specified in the introductory paragraph hereof)may be given to
the District or the County by delivering the same in writing to the District or the County at the respective
addresses given below, and may be given to the Underwriter by delivering the same in writing to the address
of the Underwriter set forth in ApRen&A, or such other address as the District,County or the Underwriter
may designate by notice to the other parties.
To the District: San Ramon Valley Unified School District
699 Old Orchard Drive
Danville,CA 94526
Attn: Superintendent
To the County: County of Contra Costa
651 Pine Street
Martinez,CA 94553
Attn: Treasurer-Tax Collector
12. Qoverning 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 thereon. 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
2003 Bonds hereunder,or(b) any termination of this Purchase Contract.
DOCSSFI:6618$4.3
14, Heats gs. 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 or authorized deputy,and shall be valid and enforceable at the time of such acceptance.
nocssFi:661884.3 9
16. Counternarts. This Purchase Contract may be executed in several counterparts,
which together shall constitute one and the same instrument.
Respectfully submitted,
ALTURA,NELSON&CO.,INCORPORATED
By:
Authorized Officer
Accepted: '20£13 SAN RAMON VALLEY UNIFIED SCHOOL
DISTRICT
By:
Superintendent
Accepted: 2003 COUNTY OF CONTRA COSTA
By-
Treasurer-Tax Collector
DOCSSFI:661884.3 10
.. ......................................
PURCHASE CONTRACT APPENDIX A
TERMS OF THE
SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS,
ELECTION OF 2002, SERIES 2003
Purchase Price. Subject to the previsions of the purchase Contract to which this
Appendix A is attached, the purchase Price for all of the San Ramon Valley Unified School District General
Obligation Bonds,Election of 2002,Series 2003 {'the Series 2003 Bonds") shall be
plus the interest accrued on the Series 2003 Bonds from their dated date to the Closing Date.
I. Payment Provisions
The Series 2003 Bonds shall be issued in the principal amounts, bear interest at the
respective rates per annum, and mature in the amounts and in the years, specified in Schedule A attached
hereto.
II. Optional Redemption
The Bonds maturing on or before August 1, 2011, are not subject to redemption prior to
their respective stated maturity dates. Bonds maturing on and after August 1,2012,are subject to redemption
prior to their respective stated maturity dates, at the option of the District, from any source of available
funds,as a whole or in part on any date on or after August 1,2011. Bonds shall be redeemed at the following
redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption),
together with interest accrued thereon to the date of redemption:
Optional Optional
Redemption Date Redemption
Price
August 1,2011 through July 31,2012 102%
August 1,2012 through July 31,2013 101
August 1,2013 and thereafter 1001
III. Mandatory Sinking Fund Redemption
The bonds shown as Term Bonds in Schedule A attached hereto shall be subject to
mandatory sinking fund redemption prior to their stated maturity date, without a redemption premium, in
part by lot,from mandatory sinking fund payments in the amounts and years shown in Schedule A.
Notice Address of l Inderwriter:
Altura,Nelson&Co.,Incorporated
18 Crow Canyon Court,Suite 350
San Ramon,California 94583
DOCSSFI:661884.3 A-1
Schedule A
Serial Series 2003 Bonds
Maturity Principal
Au st 1 Amount Interest Rate
2004 $ %
$ Term Series 2003 Bonds
Maturing August 1,
$ Term Series 2003 Bonds
Maturing March 1,2028
DOCSSF1:66I 884.3 A_2
PURCHASE CONTRACT APPENDIX B
REOFFERING PRICE CERTIFICATE OF THE UNDERWRITER
Altura, Nelson & Co., Incorporated ("Underwriter") has served as the underwriter of
$ aggregate principal amount of General Obligation Bonds, Election; of 2002, Series 2003
(the "Bonds") issued by the San Ramon Valley Unified School District (the "Issuer") Underwriter hereby
certifies and represents the following.
A. Issue Price.
1. As of , 2003 (the "Sale Date"), the underwriter had offered or reasonably
expected to offer all of the Bonds to the general public (excluding bond houses, brokers, or similar persons
acting in the capacity of underwriters or wholesalers) in a bona fide public offering at the prices or yields
shown on the attached Schedule A.
2. The prices or yields shown on the attached Schedule A represent fair market prices
of the Bonds as of the Sale bate.
3. As of the date of this certificate, all of the Bonds have been offered to the general
public in a bona fide offering at the prices or yields shown on the attached Schedule A, and at least 10% of
each maturity of the Bonds has been sold to the general public at such prices or yields.
[B. Qualified Guarantee.
The present value of the interest saved as a consequence of the municipal bond insurance
policy (the "Insurance") issued by exceeds the present value of the
premium paid for the Insurance, and the Insurance premium of$___ __ paid for the Insurance,is
not unreasonable.]
Dated.
ALTURA,NELSON&CO.,INCORPORATED
By
Authorized Representative
DOCSSF 1:661884.3
SCHEDULE A
(Underwriter's terra sheet or Bloomberg's printout may be substituted,
prodded that the Reoffering Prices expressed as a percentage are clearly shown)
Principal Reoffering
M Amount Interest Rate Price
°Jo
DOCSSFI:661 884.3
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