HomeMy WebLinkAboutRESOLUTIONS - 01011997 - 1997-144 7 i
RWOLUTION NO.9 7/14 4
Dated: 3/18Z97
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF
BONDS OF THE LAFAYETM ELSIVIEN'TARY SCHOOL DISTRICT, PRESCRIBING THE
TERMS OF SALE OF SAID BONDS, APPROVING FORMS OF OFFICIAL NOTICE OF
SALE ANIS OF NOTICE OF IRMMMON TO SELL BONDS, DELEGATING TO THE
COUNTY TREASURER AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND
AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES.
WHEREAS, the Governing Board of Lafayette Elementary School District,
County of Contra Costa, California(herein called the "District"), duly called and an election was
regularly held in the District on November 7, 1995, at which the following proposition was
submitted to the electors of the district:
"Shall the Lafayette Elementary School District be authorized to
finance the repair and renovation of Lafayette schools, including
repairing leaky roofs; making seismic and safety upgrades to
schools and classrooms; providing safe electrical wiring and
adequate outlets; upgrading inefficient heating, ventilation and
lighting systems;constructing facilities and renovating deteriorating
classrooms, libraries, science, computer laboratories and school
facilities by issuing up to $27,300,000 of bonds at interest rates
not to exceed the limit set by law?"
and
WHEREAS, at least two-thirds of the votes cast on said proposition were in favor
of issuing said bonds; and
WHEREAS, $15,000,000 principal amount of said bonds, designated "Lafayette
Elementary School District General Obligation Bonds, Election of 1995, Series 1996," have
heretofore been issued and sold; and
WHEREAS, the Governing Board of the District has requested this Board of
Supervisors to offer for sale on April 8, 1997, a series of bonds of said issue and to designate
such bonds the "Lafayette Elementary School District General Obligation Bonds, Election of
1995, Series 1997" in an aggregate principal amount not to exceed $12,300,000, according to
the terms and in the manner set forth in a resolution duly adopted by the Governing Board of
M-70766.1
the District on March 11, 1997, a certified copy of which has been filed with the Clerk of this
Board of Supervisors; and
WHEREAS, this Board of Supervisors has determined that it is necessary and
desirable that bonds of said authorized issue be issued and sold for the purposes for which
authorized and on the terms and conditions set forth in said resolution of the Governing Board
of the District; and
WHEREAS, there have been submitted and are on file with the Clerk of this
Board of Supervisors purposed forms of an Official Notice of Sale of Bonds and a Notice of
Intention to Sell Bonds, with respect to not to exceed $12,300,000 aggregate principal amount
of Lafayette Elementary School District General Obligation Bonds, Election of 1995, Series
1997, proposed to be sold;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF CONTRA COSTA AS FOLLOWS:
Section . Rec : All of the above recitals are true and correct.
ScQdm 2. District Resolution Incoorated: The resolution of the Governing
Board of the District adopted on March 11, 1997, 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.
.a Smdw 3. Authorization of Bonds: This Board of Supervisors hereby authorizes,
on behalf of the Lafayette Elementary School District, the sale on April 8, 1997 (or on such
other date as shall be determined by the Treasurer-Tax Collector of the County of Contra Costa
or a duly appointed deputy thereof (the "County Treasurer"), upon consultation with the
Superintendent of the District and the financial advisor to the District, so long as such date is
not later than August 7, 1997), of not to exceed $12,300,000 aggregate principal amount of
bonds of the District, and designates said bonds to be sold as the "Lafayette Elementary School
.District General Obligation Bonds, Election of 1995, Series 1997" (the "Series 1997 Bonds" or
the "Bonds"). The Series 1997 Bonds shall be issued in the principal amounts and maturing in
the years as further described herein.
t ' nA. Terms of Bonds: The Series 1997 Bonds shall be issued in fully
registered form without coupons, in the denomination of$5,000 or any integral multiple thereof
(provided that no Series 1997 Bond shall have principal maturing on more than one principal
maturity date). The Series 1997 Bonds shall be dated April 1, 1997, or such other date as the
County Treasurer shall determine upon consultation with the Superintendent of the District and
the Financial Advisor, and the maximum acceptable interest rate on the Series 1997 Bonds shall
be twelve percent (12%) per annum (the exact rate or rates to be determined upon sale of the
Series 1997 Bonds), such interest to be payable commencing on February 1, 1998,and thereafter
on February 1 and August 1 of each year, or such other initial and semi-annual payment dates
as shall be determined and specified in the Official Notice of Sale (described in Section 13
hereof) and in a Certificate of Award to be completed upon the sale of the Series 1997 Bonds.
SF2-7 7(A.r 2
The Series 1997 Bonds shall be initially registered in the name of"Cede&Co.,"
as nominee of The Depository Trust Company, New York, New York, and shall be initially
issued in the principal amounts set forth in the Official Notice of Sale. The Depository Trust
Company is hereby appointed depository for the Series 1997 Bonds and registered ownership of
the Series 1997 Bonds may not thereafter be transferred except as provided in Section 9 hereof.
The Series 1997 Bonds shall mature, or shall be subject to mandatory sinking fund
redemption, as described in Section 7(b) hereof, on August 1 in each year of maturity and in
such principal amounts as shall be determined by the County Treasurer upon receipt of a
recommendation of the District as to such amounts, and as shall be specified in preliminary form
in, and subject to the terms of, the Official Notice of Sale. The date of the Series 1997 Bonds,
the maturity dates and principal amounts of each maturity of the Series 1997 Bonds, and the
aggregate principal amount of the Series 1997 Bands, shall be finally determined by the County
Treasurer and specified in the Certificate of Award; provided that no Series 1997 Bond shall
mature prior to August 1, 1998, and no Series 1997 Bond shall mature later than the date which
is 25 years from the date of the Series 1997 Bonds, as provided in this Section 4.
The principal of the Series 1997 Bonds shall be payable in lawful money of the
United States of America to the owner thereof, upon the surrender thereof at the principal
corporate trust office of First Trust California, National Association (herein called the "Paying
Agent"), in Los Angeles, California, or at such other place or places as the Paying Agent shall
designate. The interest on the Series 1997 Bonds shall be payable in like lawful money to the
person whose name appears on the bond registration books of the Paying Agent as the owner
thereof as of the close of business on the fifteenth day of the month immediately preceding an
interest payment date (the "Record Date"), whether or not such day is a business day.
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 Bonds shall mean in care of the corporate trust office of First
Trust National Association, in St. Paul, Minnesota, and for all other purposes shall mean the
corporate trust office of the Paying Agent in Los Angeles, Californias 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.
Each Bond shall bear interest from the interest payment date next preceding the
date of authentication thereof unless it is authenticated as of a date during the period from the
applicable Record Date to any interest payment date, inclusive, in which event it shall bear
interest from such interest payment date; or, unless it is authenticated on or before the Record
Date for the first interest payment date, in which event such Bond shall bear interest from the
date thereof; provided, however, that if, at the time of authentication of any Bond, interest is
in default on outstanding Bonds of said series, such Bond shall bear interest from the interest
payment date to which interest has previously been paid or made available for payment on the
outstanding Bonds. Payment of the interest on any Bond shall be made to the person appearing
on the bond registration books of the Paying Agent as the owner thereof as of the applicable
Record Date, such interest to be paid by check mailed to such owner at such owner's address
as it appears on such registration books or at such address as the owner may have filed with the
Paying Agent for that purpose. Upon the written request of the owner of Bonds aggregating not
less than$1,000,000 in principal amount, given no later than the applicable Record Trate for any
interest payment date, interest shall be paid by wire transfer in immediately available funds at
an account maintained in the United States at such wire address as such owner shall specify in
its written request. So long as Cede&Co. or its registered assigns shall be the registered owner
of the Series 1997 Bonds, payment shall be made by wire transfer as provided in Section 8(d)
hereof.
Only such of the Series 1997 Bonds as shall bear a certificate of authentication
and registration in the form hereinafter recited, 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 1997 Bonds so authenticated have
been duly authenticated and delivered hereunder and are entitled to the benefits of this
Resolution.
The Paying Agent shall assign each Bond authenticated and registered by it a
distinctive letter, or number, or letter and number, and shall maintain a record thereof which
shall be available to the District and the County of Contra Costa (herein called the "County")
for inspection.
Sectign . Dmsit and Inve tM of E=cWs: (a) The proceeds of sale of the
Series 1997 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 T'reasurer'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, the County Treasurer shall invest all
or any portion of the building fund of the District in the Local.Agency Investment Fund
in the treasury of the State of California.
(ii) Any money held by the County Treasurer hereunder may be invested on
behalf of the District, at the written direction of the District, in investment agreements,
including guaranteed investment contracts, with a financial entity whose long-term debt
is rated by Standard & Poor's Ratings Group no lower than the rating on the Bonds, and
whose short-term debt is rated no lower than the corresponding level of rating category
for such debt. Any such investment agreement shall provide that the financial entity shall
deposit collateral with a third party in accordance with criteria established by Standard
& Poor's Ratings Group in the event that the rating of short- or long-term debt of the
financial entity is downgraded below then-current requirements of Standard & Poor's
Ratings Group for such investment agreements.
SF2=70766.1 4
;til . foment of Bonds: (a) Series 1997 Bonds shall be paid from the
interest and sinking fund of the District as provided in Section 15146 of the Education Code.
Scdion 7. RedeAntio�ions: (a) ,motional . The Bonds shall
be subject to redemption at the option of the District on the dates provided herein or on such
other dates as shall be specified prior to the sale of the Bonds in the Official Notice of Sale, and
such dates and the terms of redemption shall be determined upon the award of the Bonds and
specified in the Certificate of Award. The Official Notice of Sale and Certificate of Award may
provide that the Bonds shall not be subject to optional redemption.
Unless otherwise specified in the Official Notice of Sale and the Certificate of
Award, the Series 1997 Bonds maturing on or before August 1, 2004, shall not be subject to
optional redemption prior to their respective stated maturity dates. Series 1997 Bonds maturing
on and after August 1, 2005, 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, 2004, at the optional redemption prices set forth below.
If less than all of the Series 1997 Bonds are called for redemption, such Series 1997 Bonds shall
be redeemed in inverse order of maturities or as otherwise directed by the District, and if less
than all of the Series 1997 Bonds of any given maturity are called for redemption, the portions
of such Series 1997 Bonds of a given maturity to be redeemed shall be determined by lot.
Unless otherwise specified in the Official Notice of Sale and the Certificate of
Award, Series 1997 Bonds shall be redeemed at the following optional redemption prices
(expressed as a percentage of the principal amount of the Series 1997 Bonds called for
redemption), together with interest accrued thereon to the date of redemption:
Optional
Rgdeption Date Redemotion Price
August 1, 2004 through July 31, 2005 101%
August 1, 2005 and thereafter 100
The "redemption date" is that date on which the Series 1997 Bonds which are called are to be
presented for redemption.
(b) M=W=SIDIWg Fund Redemption. The Series 1997 Bonds, if any, which
are designated in the Certificate of Award as Term Series 1997 Bonds shall also be subject to
redemption prior to their stated maturity date, 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 prior to the sale of the Series 1997 Bonds in the Official Notice of Sale and which shall
be determined upon the award of the Series 1997 Bonds and specified in the Certificate of
Award. The Official Notice of Sale and Certificate of Award may provide that the Series 1997
Bonds shall not be subject to mandatory redemption.
SP2-70766.1 5
The Auditor-Controller of the County is hereby authorized and directed to create
such sinking funds or accounts for the Series 1997 Bonds as shall be necessary to accomplish
the purposes of this Section.
(c) Nom of Red=gdQn. Notice of redemption of any Series 1997 Bonds shall
be given by the Paying Agent upon the written request of the District. Notice of any redemption
of Series 1997 Bonds shall be mailed by first class mail, postage prepaid, not less than thirty
(30) nor more than sixty (60) days prior to the redemption date (i) to the respective Owners
thereof at the addresses appearing on the bond registration books described in Section 10, (ii) 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:
(a) the date of such notice;
(b) the name of the Bonds and the date of issue of the Bonds;
(c) the redemption date;
(d) the redemption price;
(e) the dates of maturity of the Bonds to be redeemed;
(f) (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 ed;
(g) (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;
(f) the CUSIP number, if any, of each maturity of Bonds to be redeemed;
(g) a statement that such Bonds must be surrendered by the Owners at the principal
corporate trust office of the Paying Agent in Los Angeles, California, or at such
other place or places designated by the Paying Agent; and
(h) 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 1997 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 defeat 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 paragraph (e)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
SM7m66.1 6
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 caIW for redemption
after such redemption date shall loop for the payment of such Bonds and the redemption
premium, if any, thereon 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) ged=pt�o,, Fund. Prior to or on the redemption date of any Bonds there
shall be available in the interest and sinking fund of the District, or held in trust for such
purpose as provided by law, monies for the purpose and sufficient to redeem, at the premiums
payable as in this resolution provided, the Bonds designated in said notice of redemption. Such
monies so set aside in any such escrow fund shall be applied on or after the redemption date
solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon
presentation and surrender of such Bonds, provided that all monies in the interest and sinking
fund of the District shall be used for the purposes established and permitted by law. Any
interest due on or prior to the redemption date shall be paid from the interest and sinking fund
of the District, unless otherwise provided for to be paid from such escrow. If, after all of the
Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in
the interest and sinking fund of the District or otherwise held in trust for the payment of
redemption price of the Bonds, said monies shall be held in or returned or transferred to the
interest and sinking fund of the District for payment of any outstanding bonds of the District
payable from said fund;provided, however, that if said monies are part of the proceeds of bonds
of the District, said monies shall be transferred to the fund created for the payment of principal
of and interest on such bonds. If no such bonds of the District are at such time outstanding, said
monies shall be transferred to the general fund of the District as provided and permitted by law.
(f) Defeasance of Bonds. If at any time the District shall pay or cause to be paid
or there shall otherwise be paid to the Owners of all outstanding Bonds all of the principal,
interest and premium, if any, represented by Bonds at the times and in the manner provided
herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided
by law consistent herewith, then such Owners shall cease to be entitled to the obligation of the
District as provided in Section 12 hereof, and such obligation and all agreements and covenants
of the District and of the Superintendent 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 paragraph (g)
hereof shall apply in all events.
For purposes of this section, the District may pay and discharge any or all of the
Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity,
money or non-callable direct obligations of the United States of America or other non-callable
obligations the payment of the principal of and interest on which is guaranteed by a pledge of
the full faith and credit of the United States of America, in an amount which will, together with
the interest to accrue thereon and available moneys then on deposit in the interest and sinking
fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds
sP2-70766.1 7
(including all principal, interest and redemption premiums)at or before their respective maturity
dates.
(g) "Unclaimed Monies. Any money held in any fund created pursuant to this
Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption
Premium, if any, or interest on the Bonds and remaining unclaimed for two years after the
principal of all of the Bonds has become due and payable (whether by maturity or upon prior
redemption) shall be transferred to the interest and sinking fund of the District for payment of
any outstanding bonds of the District payable from said fund; or, if no such bonds of the District
are at such time outstanding, said monies shall be transferred to the general fund of the District
as provided and permitted by law.
SwAim Bond Dmsft= Discontinuation of Book-Entry System: (a) The
Series 1997 Bonds shall be initially issued and registered as provided in Section 4. Registered
ownership of the Series 1997 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"); 12 , 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;
x (ii) To any substitute depository not objected to by the County or the District,
upon (1) the resignation of The Depository Trust Company or its successor (or any
substitute depository or its successor) from its functions as depository, or (2) a
determination by the County or the District to substitute another depository for The
Depository Trust Company (or its successor) because The Depository Trust Company or
its successor (or any substitute depository or its successor) is no longer able to carry out
its functions as depository;12rovided, 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 or the District to
remove The Depository Trust Company or its successor (or any substitute depository or
its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of
subsection (a) hereof, upon receipt of the outstanding Bonds by the Paying Agent, together with
a written request of the District or the County, a new Bond for each maturity shall be executed
and delivered in the aggregate principal amount of the Series 1997 Bonds then outstanding, and
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 the County. In the case
of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding
Fonds by the Paying Agent together with a written request of the District or the County, new
Fonds 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 the County, subject to the limitations of Section 4 and
the receipt of such a written request of the District or the County,and thereafter, the Series 1997
Fonds shall be transferred pursuant to the provisions set forth in Section 9 hereof;Mnidgd, that
the Paying Agent shall not be required to deliver such new Bonds within fewer than sixty (60)
days.
(c) The District, the County and the Paying Agent shall be entitled to-treat the
person in whose name any Bond is registered as the owner thereof, notwithstanding any notice
to the contrary received by the Paying Agent, the District, or the County; and the District, the
County 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
1997 Fonds. Neither the District, the County nor the Paying Agent shall have any responsibility
or obligation, legal or otherwise, to the beneficial owners or to any other party including The
Depository Trust Company or its successor (or substitute depository or its successor), except as
the holder of any Fonds.
(d) So long as the outstanding Fonds 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. or its registered assigns, as sole holder, in effecting payment of the principal and interest
on the Series 1997 Bonds by arranging for payment in such manner that funds for such payments
are properly identified and are made immediately available on the date they are due.
A
Section 9. Transfer and Euhana : (a) Tiaris . Following the termination or
removal of the depository pursuant to Section 8 hereof, any Fond may, in accordance with its
terms, be transferred upon the books required to be kept pursuant to the provisions of Section 10
hereof, by the person in whose name it is registered, in person or by the duly authorized
attorney of such person, upon surrender of such Bond to the Paying Agent for cancellation,
accompanied by delivery of a duly executed written instrument of transfer in a form approved
by the Paying Agent.
Whenever any Bond or Bonds shall be surrendered for transfer, the designated
County officials shall execute(as provided in Section 11)and the Paying Agent shall authenticate
and deliver a new Bond or Bonds of the same series and maturity, for a like aggregate principal
amount. The Paying Agent shall require the payment by the Bondowner requesting any such
transfer of any tax or other governmental charge required to be paid with respect to such
transfer.
No transfer of any Series 1997 Bond shall be required to be made by the Paying
Agent during the period from (1) the close of business on the applicable Record Bate to and
including the succeeding interest payment date, or(2)the close of business on the date on which
notice is given that such Series 1997 Fond has been selected for redemption in whole or in part,
to and including the designated redemption date.
sF2-70766.1 q
(b) Series 1997 Bonds may be exchanged at the principal corporate
trust office of the Paying Agent for a like aggregate principal amount of Bonds of other
authorized denominations of the same series and maturity. The Paying Agent shall require the
payment by the Bondowner requesting such exchange of any tax or other governmental charge
required to be paid with respect to such exchange.
No exchange of any Bonds shall be requited 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 payment date, or (2) the close of business on the date on which notice
is given that such Series 1997 Bond has been selected for redemption in whole or in part, to and
including the designated redemption date.
. 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 1997 Bonds, which shall at all times be open to inspection by the District and the County,
and, upon presentation for such purpose, the Paying Agent shall., under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred on
said books, Bonds as hereinbefore provided.
& . Form of Bonds: Ex=ufign: (a) The Series 1997 Bonds, including
the Paying Agent's certificate of authentication and registration and the form of assignment to
appear thereon, 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 Bond is printed on the reverse of the Bond, the
folloiving legend shall be printed on the Bond: "THE PROVISIONS OF THIS BOND ARE
CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE."
(b) The Series 1997 Bonds shall be signed by the manual or facsimile signatures
of the Chair of this Board of Supervisors and of the 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.
Section 12. General Obligation of District: The Series 1997 Bonds represent the
obligation of the District. The money for the redemption of the Series 1997 Bonds and payment
of principal of and interest on the Series 1997 Bonds shall be raised by taxation upon all taxable
property in the District and provision shall be made for the levy and collection of such taxes in
the manner provided by law and for such redemption and payment out of the interest and sinking
Rind of the District.
,'mon 13. Sale of Bonds: (a) Official Notice of Sale. The form of proposed
Official Notice of Sale inviting bids for the Series 1997 Bonds, in substantially the form on file
with the Clerk of this Board of Supervisors, is hereby approved and adopted as the Official
Notice of Sale inviting bids for the Series 1997 Bonds. The County Treasurer is hereby
sM-7a,66. '10
authorized to complete the Official Notice of Sale by inserting therein the maturity schedules for
the Series 1997 Bonds before the distribution of the Official Notice of Sale, and proposals shall
be received on behalf of the Clerk of this Board of Supervisors on April 8, 1997 (or on such
other date as shall be determined by the County Treasurer, so long as such date is not later than
August 7, 1997), at the hour and place designated in said Official Notice of Sale by the County
Treasurer upon consultation with the Superintendent of the District and the finanGW advisor to
the District, for the purchase of the Series 1997 Bonds for cash at not less than their principal
amount plus accrued interest thereon to the date of their delivery, and at the interest rate or rates
to be designated in the bid. Kelling, Northcross &Nobriga, Inc., 1333 Broadway, Suite 1000,
Oakland, CA 94612, financial advisor to the District, is hereby authorized and directed to cause
to be mailed to prospective bidders for the Series 1997 Bonds copies of said Official Notice of
Sale, subject to such corrections, revisions or additions hereafter deemed necessary by the
Superintendent of the District and as may be acceptable to the County Counsel of the County.
(b) Advolfisement for Bids. The form of proposed Notice of Intention to Sell
Bonds in substantially the form on file with the Clerk of this Board of Supervisors is hereby
approved and adopted as the Notice of Intention to Sell Bonds, and the Clerk of this Board of
Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell Bonds,
subject to such corrections, revisions or additions as may be deemed necessary by the
Superintendent of the District and as may be acceptable to the County Counsel of the County,
to be published once at least fifteen (15) days before the date of sale in a financial publication
generally circulated throughout the State of California or which the Financial Advisor advises
is expected to be disseminated among prospective bidders for the Bonds, and to publish said
notice beginning on a date no later than the date fourteen (14) days prior to the date of sale,
once�a week, on the same day of each week, for at least two weeks in a newspaper of general
circulation published in the County.
(c) Award of Bonds. The County Treasurer or his designee, as delegate of this
Board of Supervisors, is hereby authorized to accept the best responsive bid for the Series 1997
Bonds, so long as such bid shall provide a true interest cost to the District (as defined in the
Official Notice of Sale) of not to exceed seven percent (7%) per annum, the maximum interest
rate bid shall not exceed twelve percent (12%)per annum, and the price to be paid for the Bonds
shall not be less than the par value thereof, or to reject all bids; and if such true interest cost and
price are acceptable to the County Treasurer, the County 'Treasurer or his designee is hereby
authorized and directed, on behalf of the District and the County, to award the sale of the Series
1997 Bonds to the maker of the best responsive bid, all as provided in the Official Notice of
Sale.
The date of the Series 1997 Bonds, the aggregate principal amount of the Series
1997 Bonds, the maturity dates, principal amounts and rates of interest of each maturity of the
Series 1997 Bonds, the initial and semi-annual interest payment dates, the terms of optional and
mandatory sinking fund redemption, and-the date of sale of the Series 1997 Bonds and any
changes thereto, shall be as finally determined by the County Treasurer upon awarding the sale
of the Series 1997 Bonds to the successful bidder, and the County Treasurer shall specify such
terms in a Certificate of Award to be completed upon the sale of the Series 1997 Bonds;
provided that the terms of the Series 1997 Bonds and the sale thereof shall conform in all
sa2-70766.1 11
respects with the limitations contained in this Resolution. The execution of the Certificate of
Award shall constitute conclusive evidence of the approval of the County Treasurer and of this
Board of the terms of the Series 1997 Bonds and the sale thereof.
Tax Covenant: The District has represented that it shall not take any
action, or fail to take any action, if such action or failure to take such action would adversely
affect the exclusion from gross income of the interest payable on the Series 1997 Bonds under ,
Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting
the generality of the foregoing, the District has covenanted that it will comply with the
requirements of the Tax Certificate of the District with respect to the Series 1997 Bonds, to be
entered into by the District as of the date of issuance of the Series 1997 Bonds, and further
stipulates that such representation and covenant shall survive payment in full or defeasance of
the Series 1997 Bonds.
Section U. Continuing DyIgsure Cei ifi te: The District has represented that
it shall execute a Continuing Disclosure Certificate containing such covenants of the District as
shah be necessary to comply with the requirements of Securities and Exchange Commission Rule
15c2-12. The District has covenanted that it will comply with and carry out all of the provisions
of such Continuing Disclosure Certificate.
ScWon 6. , royal of Actions. The Chair of this Board of Supervisors, the
Clerk of this Board of Supervisors, the County Auditor/Controller and the County Treasurer and
the 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 the County Counsel of the County,
including signature certificates, no-litigation certificates, and other certificates proposed to be
distributed in connection with the sale of the Series 1997 Bonds, necessary and desirable to
accomplish the transactions set forth above.
sP2-70766.1 12
_ • R.17. REff ctive Date: This resolution shall take effect from and after its
adoption.
PASSED AND AI;0y=this 18th day of March, 1997, by the following vote:
AYES: SUPERVISORS: Rogers , Uilkema, Gerber, Cancia.milla, DeSa.ulnier
NOES: None
ABSENT: None
Chair of the Board of Supervisors
ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
Depu Clerk of the Boar 6f Supervisors
sp2-70766a 13
I
EXHIBIT A
[Form of Series 1997 Bond]
Number Amount
R $
UNITED STATES OF AMERICA -
STATE OF CALIFORNIA
COUNTY OF CONTRA.COSTA
L.AFAYEITE ELEMENTARY SCHOOL DISTRICT
GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERIES 1997
Dated as of Interest Rate Maturity Date CUSIP NO.
April 1, 1997 '% August 1,
Registered Owner: CEDE&CO.
Principal Sum: DOLLARS
Lafayette Elementary School District, County of Contra Costa, State of California(herein called
the "District"), acknowledges itself indebted to and promises to pay to the registered owner identified above or
registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the
United States of America, and to pay interest thereon in like lawful money from the interest payment date next
preceding the date of authentication of this bond(unless this bond is authenticated as of a date during the period
from the Record Date(as defined herein)next preceding any interest payment date to such interest payment date,
inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated
on or before January 15, 1998, in which event it shall bear interest from the date hereof) at the interest rate per
annum stated above,payable commencing on February 1, 1998, and thereafter on February 1 and August 1 in each
year, until payment of said principal sum. 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 First Trust California,
National Association(herein called the"Paying Agent"),the paying agent/registrar and transfer agent of the District.
The interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent
as the registered owner hereof as of the close of business on the fifteenth day of the month immediately preceding
an interest payment date(the "Record Date"), whether or not such-day is a business day, such interest to be paid
by check mailed to such registered owner at the owner's address as it appears on such registration books,or at such
other address filed with the Paying Agent for that purpose. Upon written request, given no later than the Record
Date immediately preceding an interest payment date, of the owner of Bonds(hereinafter defined)aggregating at
least$1,000,000 in principal amount,interest will be paid by wire transfer to an account maintained in the United
States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the
registered owner of this bond, payment shall be made by wire transfer as provided in the Resolution hereinafter
described.
This bond is one of a duly authorized issue of bonds of like tenor(except for such variations, if
any, as may be required to designate varying series, numbers, denominations, interest rates, maturities and
redemption provisions),amounting in the aggregate to$ ,and designated as "L.afiiyette Elementary
School District General Obligation Bonds, Election of 1995, Series 1997" (the "Bonds"). The Bonds were
authorized by a vote of at least two-thirds of the voters voting at an election duly and legally called, held and
conducted in the District on November 7, 1995. The Bonds are issued and sold by the Board of Supervisors of the
SM70766.1 A-1
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 March 18, 1997, and subject to the more particular terms specified in the Certificate of Award of
the Bonds executed by the Treasurer of the County on April 8, 1947.
The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000
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 Bands of the same series and
maturity of other authorized denominations.
This bond is transferable by the registered owner hereof,in person or by attorney duly authorized
in writing, at said principal corporate trust office of the Paying Agent, but only in the manner, subject to the
limitations and upon payment of the charges provided in the Resolution,and upon surrender and cancellation of this
bond. Upon such transfer, a new Bond or Bonds of authorized denomination or denominations of the same series
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.
Bonds maturing on or before August 1, 2004,are not subject to optional redemption prior to their
respective stated maturity dates. Bonds maturing on and after August 1, 2005, 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, 2004. If less than all of the Bonds are called for redemption, such
Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District,and if less than all
of the Bonds of any given maturity are called for redemption, the portions of such Bonds of a given maturity to be
redeemed shall be determined by lot.
Bonds redeemed at the option of the District shall be redeemed at the following optional
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
Bedemtition Date Redamn'on Price
August 1, 2004 through July 31, 2005 101%
August 1, 2005 and thereafter 100
[Bonds maturing on August 1, , are subject to redemption prior to maturity in part, by lot,
at the principal amount thereof plus accrued interest to the date of redemption,without premium, from mandatory
sinking account payments on August 1 of each year in the amounts indicated below, and subject to the terms and
conditions set forth in the Resolution.]
[Mandatory Sinking Fund Payment Schedule]
Notice of redemption shall be given by mail not less than thirty(30)nor more than sixty(60)days
prior to the redemption date to the registered owner hereof,but neither failure to receive such notice or any defect
in the notice mailed shall affect the sufficiency of the proceedings for redemption or the ceasation of interest on the
date fixed for redemption.
SM70766.1 A-2
If this bond is called for redemption and payment is duly provided therefor, interest shall cease
to accrue hereon from and after the date fixed for redemption.
In reliance upon the representations, certifications and declarations of the District, the Board of
Supervisors hereby certifies and declares that the total amount of indebtedness of the District,including the amount
of this bond,is within the limit provided by law; that all acts, conditions and things required by law to be done or
performed precedent to and in the issuance of this bond have been done and performed in strict conformity with
the laws authorizing the issuance of this bond; and that this bond is in substantially the form prescribed by order
of the Board of Supervisors duly made and entered on its minutes. The Bonds represent an obligation of the District
payable out of the interest and sialdng fund of the District, and the money for the payment of principal of and
interest on this bond 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.
SM707e6.1 A-3
IN WITNESS WIHEREOB the Board of Supervisors of the County of Contra Costa has caused
this bond to be signed by its Chair and by the Tax Collector of the County, to be countersigned by the
Clerk of said Board, as of the date set forth above.
Chair of the Board of
Supervisors of the County of Contra Costa
Treasurer-Tax Collector of
the County of Contra Costa
Countersigned:
o -
.x
SM70766.1 A-4
[FORM OF PAYING AGENT'S CERTIFICATE.OF AUTRENTICATION
AND REGISTRATION TO APPEAR ON BONDS]
This is one of the Bonds described in the within-mentioned Resolution and authenticated and
registered on , 1997.
First Trust California, National Association, Los Angeles,
California, as Paying Agent/Registrar and Transfer Agent
By
Authorized Officer
[FORM OF DTC LEGEND]
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the naive 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]
sP2-70766.1 A_5
[FORM OF ASSIGNAEMS TJ
For value received the undersigned do(es) hereby sell, map and transfer unto
the within mentioned registered band 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.
Dated:
NOTE: The signature(s)on this Assignment must correspond
with the name(s)as written on the face of the within registered
band in every particular,without alteration or enlargement or
any change whatsoever.
Signature Guarantee:
Notice: Signature must be guaranteed by an eligible guarantor institution
.x
sF2-70766.1 A-6
CERTIFICATE OF THE CLERK OF THE BOARD OF SUPERVISORS
AND COUNTY ADMINISTRATOR
I, Phil Batchelor, Clerk of the Board of Supervisors (the "Board") and County
Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true
and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly
and regularly and legally held at the regular meeting place thereof on March 18, 1997, and duly
entered in the minutes of said meeting, of which meeting all the members of the Board had due
notice and at which a quorum thereof was present. Said resolution was adopted by the following
vote:
AYES: Supervisors Rogers , Uilkema, Gerber, Canciamilla, 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 attached copy 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 frill force
and effect.
"WETNESS my hand this 18th day of March , 1997.
FEM BATCHELOR, Clerk of the Board of
Supervisors and County Administrator
By: rn ', ,, Jeanne 0. Magl.io
beputy Clerk of th Board of Supervisors
County of Contra Costa
sin-�mas.i .
i
OH&S DRAFT
OF 3/3/9'7
OFFICIAL NOTICE OF SALE
$129300,000* -
LAFAYETTE ELEMENTARY SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 1.995, SERIES 1997
NOTICE IS HEREBY GIVEN that faxed bids as well as sealed bids will be
received on behalf of the Board of Supervisors of the County of Contra Costa, State of
California (the "County"), at the offices of Orrick, Herrington & Sutcliffe LLQ, 400 Sansome
Street, Second Floor Conference Room, San Francisco, CA 94111 (telephone (415) 392-1122;
fax (415) 773-5759), on
Tuesday, April 8, 1997
at 10.00 A.M. California. time for the purchase of $12,300,000*principal amount of bonds of
Lafayette Elementary School District, County of Contra Costa (herein called the "District"),
designated "Lafayette Elementary School District General Obligation Bonds, Election of 1995,
Series 1997" (herein called the "Bonds") more particularly described below.
The County, acting on behalf of and in consultation with the District, reserves the
right to cancel or reschedule the sale of the Bonds upon notice given through Thompson
Municipal News and Bloomberg Business News not less than twenty-four(24)hours prior to the
time bids are to be received. If the sale is rescheduled, bids will be received at the place set
forth above, at such date and time as the Treasurer-Tax Collector of the County (the
"Treasurer") shall determine. Notice of the new sale date and time, if any, will be given
through Thompson Municipal News and Bloomberg Business News no later than twenty-four
(24) hours prior to the new time bids are to be received. As an accommodation to bidders,
telephone or fax notice of the change in sale date and of the new sale date will be given to any
bidder requesting such notice from Kelling, Northcross &Nobriga, Inc., 1333 Broadway, Suite
1000, Oakland, CA 94612 (telephone (510) 839-8200, fax (510) 208-8282), Attn: Aquacena
Lopez. Failure of any bidders to receive such Munifacts News Service, telephone or fax notice"
shall not affect the legality of the sale.
The Bonds are part of an issue of $27,300,000 authorized at an election held in
the District on November 7, 1995, and are issued under and pursuant to the provisions of
Sections 15000 and following of the Education Code of the State of California and all laws
amendatory thereof or supplemental thereto, and pursuant to the provisions of a resolution of
* Approximate; subject to adjustment.
SR2.70766.1
I
the Governing Board of the District, adopted on March 11, 1997 and a resolution of the Board.
of Supervisors of the County of Contra Costa, adopted on March 18, 1997 (collectively, the
"Resolution"), copies of which will be furnished to any interested bidder upon request.
ISSUE: The Bonds will be issued in the principal amount of $12,300,000*, as
fully registered Bonds, all dated April 1, 1997, first interest payable on February-1, 1998, and
maturing on August 1 in each of the years, and in the amounts, as shown below, in the
denomination of $5,000 or any integral multiple thereof; pmyidd, that no Bond shall have
principal maturing on more than one principal payment date.
Maturity Date Principal Maturity Date Principal
(,August ll Amount* .August 1) Amount*
$ $
Sg,,dd Bonds andlor Term Bonds: Bidders shall designate which maturities of
Bonds shown in the table above shall be issued as serial Bonds and which as term Bonds. The
principal amount of the mandatory sinking fund redemption in each year shall be equal to the
principal amount shown in the table above to mature in such year. No mandatory sinking fund
payments shall be required to be made prior to August 1, 2005.
ADJUSTMENT OF PRINCIPAL AMOUNTS: The principal amounts of each
maturity of Bonds set forth above reflect certain estimates of the District and its financial advisor
with respect to the likely interest rates of the winning bid and the premium contained in the
winning bid. Following the determination of the successful bidder, the Treasurer, acting on
behalf of and in consultation with the District, reserves the right to increase or decrease the
principal amount of each maturity of the Bonds, in $5,000 increments, by an amount not to
exceed ten percent (10%) of each such principal payment; provided, however, that the adjusted
aggregate principal amount of the Bonds shall not exceed $12,300,000. Such adjustment shall
be made within 26 hours of the bid opening and in the sole discretion of the Treasurer, upon a
recommendation of the Superintendent of the District and the financial advisor to the District.
The aggregate price bid by the successful bidder will be adjusted by the Treasurer proportionate
* Approximate; subject to adjustment.
SP2-70766.1 2
i
to any increase or decrease in the aggregate principal amount of the Bonds and without
consideration for the reoffering price by the successful bidder to the public of any individual
maturity of the Bonds. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR
CHANGE THE INTEREST RATES BID OR ANY INITIAL REOFFERING PRICES AS A
RESULT OF ANY CHANGES MADE TO THE STATER PRINCIPAL AMOUNTS.
BOOK-ENTRY ONLY: The Bonds shall be initially issued and registered in the
name of "Cede & Co.," as nominee of The Repository Trust Company ("DTC"), New York,
New York, and shall be evidenced by a Bond or Bonds for each series, if more than one series
are issued, pursuant to requirements of DTC. DTC will act as securities depository for the
Bonds. Individual purchases will be made in book-entry form only, and individual purchasers
will not receive certificates representing their interests in the Bonds purchased. As of the date
of award of the Bonds, the successful bidder must either participate in DTC or must clear
through or maintain a custodial relationship with an entity that participates in DTC.
INTEREST RATE: The maximum interest rate bid for any Bond may not exceed
twelve percent (12%)per annum. The maximum true interest cost ("TIC") to the District may
not exceed seven (7%)per annum, calculated as provided in "TERMS OF SALIN—Highest Bid"
herein. Interest is payable commencing on February 1, 1998, and their on February 1 and
August 1 of each year. Interest is calculated on the basis of a 30-day month, 360-day year from
the date of the Bonds. Bidders must specify the rate or rates of interest which the Bonds hereby
offered for sale shall bear. Bidders will be permitted to bid a rate or rates of interest according
to the following:
(i) no Bond shall bear an annual rate of interest more than 3% greater than
the rate borne by any other Bond;
(ii) the interest rate specified in any bid must be in a multiple of one-eighth
or one-twentieth of one per cent per annum and a zero rate of interest
cannot be specified;
(iii) no Bond shall bear more than one rate of interest;
(iv) each Bond shall bear interest from its date to its stated maturity date at the
interest rate specified in the bid; and
(v) all Bonds maturing at any one time shall bear the same rate of interest.
REDEMPTION. QPtionnAl Rem_ n; Bonds maturing on or before August 1,
2004, are not subject to redemption prior to their respective stated maturity dates. Bonds
maturing on and after August 1, 2005, 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, 2004. If less than all of the Bonds are called for
redemption, such Bonds as are called for redemption shall be redeemed in inverse order of
maturities or as otherwise directed by the District, and if less than all of the Bonds of any given
maturity are called for redemption, the portions of Bonds of a given maturity to be redeemed
shall be determined by lot. The Bonds shall be redeemed at the following optional redemption
sF2a0766.1 3
I
prices (expressed as a percentage of the principal amount of the Bonds called for redemption),
together with interest accrued, if any, thereon to the date of redemption:
Optional
Redempl;Wn Date Redemption Price
August 1, 2004 through July 31, 2005 101%
August 1, 2005 and thereafter 100
Mgn t ry S�nkmg Fund Redemption: Term Bonds, if any, are further subject
to redemption prior to.their respective stated maturity dates, from monies in,the "Lafayette
Elementary School District General Obligation Bonds, Election of 1995, Series 1997 Mandatory
Sinking Fund", on August 1 of each year for which a mandatory sinking fund redemption is
specified by the successful bidder, by lot within any maturity if less than all of the Bonds of
such maturity are to be redeemed, upon payment of the principal amount thereof plus accrued
interest thereon to the date fixed for redemption, without premium, but only in amounts equal
to, and in accordance with, the schedule of the principal amounts of Bonds to be redeemed in
each such year from said Mandatory Sinking Fund.
PAYMENT: Principal is payable to the registered owners of the Bonds in lawful
money of the United States of America at the maturity or prior redemption of the Bonds upon
surrender of the Bonds at the principal corporate.trust office of First Trust California, National
Association, the paying agent/registrar and transfer agent for the Bonds (the "Paying Agent"),
in Los Angeles, California, or at such other place as the Paying Agent shall specify. Interest
is payable in like lawful money to the person whose name appears on the bond registration books
of the Paying Agent as the registered owner thereof as of the close of business on the fifteenth
(15th) day of the month immediately preceding an interest payment date, whether or not such
day is a business day, such interest to be paid by check mailed to such registered owner at the
owner's address as it appears on such registration books. Interest shall be paid by wire transfer
upon the written request of the owner of Bonds aggregating not less than$1,000,000 in principal
amount, given no later than the fifteenth (15th) day of the month immediately preceding the
applicable interest payment date.
PURPOSE OF ISSUE: The Bonds are authorized by a vote of two-thirds of the
qualified voters of the District voting at a special bond election for the purpose of raising money
for authorized school purposes.
SECURITY: The Bonds represent the obligation of the District, payable from ad
valorem taxes levied upon all property within the District subject to taxation by the District,
without limitation of rate or amount(except certain personal property, which is taxable at limited
rates). The Board of Supervisors of the County of Contra Costa has the power and is obligated
to levy said taxes for the payment of the Bonds and the interest thereon.
TAX MATTERS: In the opinion of Orrick, Herrington & Sutcliffe Lu, San
Francisco, California, based on existing statutes, regulations, rulings and court decisions, and
assuming, among other matters, compliance with certain covenants contained in the resolutions
providing for the issuance of the Bonds, the interest received by the owners of the Bonds is
sr2-707e6.1 4
excluded from grass income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986 and is exempt from State of California personal income taxes. So
discussion . In the event that
prior to the delivery of the Bonds (a) the income received by private holders from bonds of the
same type and character shall be declared to be includable in gross income (either at the time
of such declaration or at any future date) for purposes of federal income tax laws,-either by the
terms of such laws or by ruling of a federal income tax authority or official which is followed
by the Internal Revenue Service, or by decision of any federal court, or(b) any federal income
tax law is adopted which will have a substantial adverse tax effect on holders of the Bonds as
such, the successful bidder may, at its option, prior to the tender of the Bonds by the District,
be relieved of its obligation to purchase the Bonds, and in such case the deposit accompanying
its bid will be returned. For purposes of the preceding sentence, interest will be treated as
excludable from gross income for federal income tax purposes whether or not it is includable
as an item of tax preference for calculating alternative minimum taxes or otherwise includable
for purposes of calculating certain other tax liabilities.
LEGAL OPINION: The legal opinion of Orrick, Herrington&Sutcliffe LLP, San
Francisco, California, approving the validity of the Bonds, will be furnished to the successful
bidder upon delivery of the Bonds. Copies of said opinion will be filed with DTC and with the
Paying Agent.
TERMS OF SALE
Hiehest Bid: The Bonds will be awarded to the responsible bidder submitting the
highest responsive bid, considering the interest rate or rates specified and the premium offered,
if any. The highest bid will be the bid which represents the lowest true interest cost ("TIC")
to the District. The TIC will be the nominal interest rate which, when compounded
semiannually and used to discount all debt service payments on the Bonds to the date of the
Bonds, results in an amount equal to the price bid for the Bonds. In the event that two or more
bidders offer bids at the same lowest TIC, the District will determine by lot which bidder will
be awarded the Bonds. For the purpose of calculating the TIC, the mandatory sinking fund
payments, if any (see "REDEMPTION--Mandatory Sinking Fund Redemption" above), shall be
treated as serial maturities in such years. The determination of the bid representing the lowest
TIC will be made without regard to any adjustments made or contemplated to be made after the ,
award by the Treasurer, as described herein under "ADJUSTMENT OFF PRINCIPAL
AMOUNTS", even if such adjustments have the effect of raising the"ITC of the successful bid
to a level higher than the bid containing the next lowest TIC prior to adjustment.
Form of Bid: Each bid must be for not less than all of the Bonds hereby offered
for sale and must be for not less than the par value thereof, plus accrued interest, if any, to the
date of delivery, plus such premium as is specified in the bid, and no bid will be accepted which
contemplates the waiver of any interest or other concession by the bidder as a substitute for
payment in full of the purchase price. Each bid must be delivered by facsimile transmission,
as described below, or enclosed in a sealed envelope addressed to the Clerk of the Board of
Supervisors, County of Contra Costa, and received by 10:00 A.M. California time, Tuesday,
April 8, 1997, at the offices of Orrick, Herrington& Sutcliffe LLP, 400 Sansome Street, Second
SF2-70 66.1 S
Floor Conference Room, San Francisco, CA 94111 (telephone (415) 392-1122; fax (415) 773-
5759). Each bid must be clearly marked "Proposal for Purchase of Lafayette Elementary School
District General Obligation Bonds, Election of 1995, Series 1997", or words of similar import.
Each bid must be in accordance with the terms and conditions set forth in this notice, and may
(but need not) be submitted on the bid form provided.
WARNINGS REGARDING FAX BIDS. BIDS SUBMITTED BY FACSIMILE
TRANSMISSION ARE DEEMED LATE AND WILL NOT BE EVALUATED UNLESS, AT
PRECISELY THE TIME INDICATED ABOVE FOR SUBMISSION OF BIDS, THE EN77RE BID
FORM HAS BEEN FULLYEIECTED FROM THE RECEIVING FA7f MACHINE AT THE PLACE
OF THE BID OPENING, AND THE INTEREST RATES, TOTAL PURCHASE PRICE, AND
NAME AND SIGNATURE OF THE BIDDER ARE CLEARLY READABLE BY THAT TIME.
NEITHER THE COUNTY, THEDISTRICT, THE DISTRICT'S FINANCIAL ADVISOR,NOR THE
DISTRICT'S BOND COUNSEL WILL ACCEPT RESPONSIBILITY FOR, AND THE BIDDER
FXPRESSLYASSUMES THE RISK OF, ANY INCOMPLETE, ILLEGIBLE OR UN77MELYBID
SUBMITTED BY SUCH BIDDER BYFACSIMME TRANSMISSION, INCLUDING BYREASON
OF GARBLER TRANSMISSIONS, MECHANICAL FAILURE, ENGAGED TELEPHONE OR
7ELECOMMINCA77ON LINES AT THE PLACE OF BID OPENING, OR ANY OTHER CA USE
FOR REIECTION ARISING OUT OF ANY BIRDER'S ELECTION TO DELIVER ITS BID BY
MEANS OTHER TITAN HAND DELIVERY. NO ATTEMPT RILL BE MADE PRIOR TO THE
DEADLINE FOR OPENING BIDS TO INFORM ANY BIDDER THAT ITS BID WAS
INCOMPLETE, ILLEGIBLE, OR NOT RECEIVED.
t anent of The lnterest Cost(110: Each bidder is requested, but not required,
to state in its bid the total percentage TIC, which shall be considered as informative only and
not binding on either the bidder or the District.
GQod Faith Deoosit: A good faith deposit (the "Deposit") in the form of a
cashier's check in immediately available funds, or a financial surety bond, in each case in the
amount of $100,000, payable to the order of the Treasurer-Tax Collector of the County of
Contra Costa, is required with each bid to secure the District from any loss resulting from the
failure of the bidder to comply with the terms of its bid. If a check is used, it must accompany
the bid. If a financial surety bond is used, it must be issued by an insurance company licensed
to issue such a bond in the State of California, and such bond must be submitted to the District's
financial advisor, Kelling, Northcross &Nobriga, Inc., Attn: Aquacena Lopez, 1333 Broadway,
Suite 1000, Oakland, CA 94612, Fax (510) 208-8282, prior to opening of the bids. The
financial surety bond must identify the bidder whose Deposit is guaranteed by such financial
surety bond, and the District assumes no responsibility for any failure of a financial surety bond
to list any bidder or to be received on a timely basis as described in the preceding sentence. If
the Bonds are awarded to a bidder submitting a financial surety bond, then said successful bidder
is required to submit its Deposit to the Treasurer in the form of a cashier's check (meeting the
requirements set forth above) or by wire transfer not later than 3:00 p.m. on the next business
day following the award. If such Deposit is not received by that time, the financial surety bond
shall be drawn by the Treasurer to satisfy the Deposit requirement. Wiring instructions will be
provided to the successful bidder.
I
The Treasurer does not endorse the use of a financial surety bond or any
particular financial surety provider. The Treasurer will accept a financial surety bond in lieu
of a cashier's check under the terms described herein solely as an accommodation to bidders,
and it is understood and agreed by each bidder using such a bond that the bidder must make its
own arrangements with the provider of the bond, including ensuring that evidence of the
financial surety bond is provided to the District's financial advisor.
No interest will be paid upon the Deposit made by any bidder. Deposit checks
of all bidders (except the successful bidder) will be returned by the County promptly following
the award of the Bonds to the successful bidder. The Deposit of the successful bidder will.,
immediately upon acceptance of its bid, become the property of the District to be held and
invested for the exclusive benefit of the District. The principal amount of such Deposit shall
be applied to the purchase price of the Bonds at the time of delivery thereof. If the sale of the
Bonds is cancelled or postponed, all sealed bids shall be returned unopened.
If the purchase price is not paid in full upon tender of the Bonds, the successful
bidder shall have no right in or to the Bonds or to the recovery of its Deposit, or to any
allowance or credit by reason of such Deposit, unless it shall appear that the Bonds would not
be validly issued if delivered to the successful bidder in the form and manner proposed. In the
event of nonpayment by the successful bidder, the amount of the Deposit shall be retained by
the District as and for liquidated damages for such failure by the successful bidder, and such
.retention shall constitute a full release and discharge of all claims by the District against the
successful bidder arising from such failure. The District's actual damages in such event may
be greater or may be less than the amount of the Deposit. Each bidder waives any right to claim
that the District's actual damages are less than such amount.
Right ofReiection: The Treasurer, acting on behalf of and in consultation with
the District, reserves the right to reject any and all bids and to waive any irregularity or
informality in any bid.
t Award: The Treasurer or his designee will take action awarding the
Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time
herein prescribed for the :receipt of the bids, unless such time of award is waived by the
successful bidder. Notice of the award will be given promptly to the successful bidder.
Delivery and Payment: Delivery of the Bonds through the facilities of DTC will
be made to the successful bidder in New York, New 'York, as soon as the Bonds can be
prepared, which it is estimated will be on or about April 22, 1997. Payment for the Bonds must
be made in funds immediately available in San Francisco, California, on the date of delivery.
Any expense of providing immediately available funds, whether by transfer of Federal Reserve
Bank funds or otherwise, shall be borne by the successful bidder. The cost of printing the
Bonds will be borne by the District.
Right f Cancellation: The successful bidder shall have the right, at its option,
to cancel its obligation to purchase the Bonds if the Bonds are not executed and tendered for
delivery within 60 days from the date of sale thereof, and in such event the successful bidder
shall be entitled to the return of its good faith deposit.
Sn-70766.1 7
1
i g : There is no litigation pending concerning the validity of the Bonds,
the corporate existence of the District or the entitlement of the officers of the County of Contra
Costa to their respective offices, and the District will furnish to the successful bidder a
no-litigation certificate or certificates certifying the foregoing as of and at the time of the
delivery of the Bonds.
CIBIE Numbm and Other Fees: It is expected that the successful bidder will
apply for CUSIP identification numbers for the Bonds, and furnish such numbers to Bond
Counsel. It is anticipated that such CUSIP numbers will be printed on the Bonds being delivered
to DTC, but neither the failure to print such number on any Bond nor any error with respect
thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery
of and pay for the Bonds in accordance with the terms and conditions of its bid. All expenses
in relation to the printing of CUSIP numbers on the Bonds shall be paid by the District, but the
CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful
bidder. The successful bidder shall also be required to pay all fees required by The Depository
Trust Company, New York, New Fork, the Public Securities Association, the Municipal
Securities Rulemaking Board and any other similar entity imposing a fee in connection with the
issuance of the Bonds.
C'a1i iia Debt A&isory AdvisoryCommission Fee: Attention of bidders is directed to
California Government Code Section 8856, which provides that the lead underwriter or the
purchaser of the Bonds shall be charged any California Debt Advisory Commission fee payable
with respect to the Bonds.
Cel ` :kation d Reoffering Prices: The successful bidder shall be required, as a
condition to delivery of the Bonds, to certify to the District in writing, in form and substance
satisfactory to the District and to Bond Counsel, (i) that as of the date of sale, all of the 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 Bonds purchased had actually been offered to the general public;
(iii) the maximum initial bona fide offering prices at which a substantial amount (at least 10%)
of each maturity of the Bonds purchased was sold to the general public.
Bond Insurance at Bidder's Qption: Bids will be accepted which are based upon
the issuance of a municipal bond insurance policy for some or all of the Bonds, provided that
payment of any insurance premium and any additional fees charged by any rating agency for
rating insured Bonds shall be the sole responsibility of the bidder. The District intends to apply
to for a rating on the Bonds and will be responsible for the rating
fee incurred only in connection with such rating.
Bids shall not be conditioned upon the issuance of a municipal bond insurance
policy. Subject to the limitations described below, the District and the County will cooperate
in any effort to qualify the Bonds for such bond insurance. Neither the District nor the County
makes any representation as to whether the Bonds will qualify for municipal bond insurance, and
satisfaction of any conditions to the issuance of a municipal bond insurance policy shall be the
sole responsibility of the bidder. In particular, the County will neither amend nor supplement
the Resolution in any way nor will it agree in advance of the sale of the Bonds to enter into any
additional agreements with respect to the provision of any such policy. FAILURE OF THE
INSURANCE PROVIDER To ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE
FOR, A FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT
DELIVERY OF OR PAY FOR THE BONDS. The successful bidder must provide the District
with the municipal bond insurance commitment and information with respect to the municipal
bond insurance policy and the insurance provider for inclusion in the anal Official Statement
within.two (2) business days following the award of the bid by the Treasurer. The District will
require a certificate from the insurance provider substantially m the form attached hereto as
Exhibit A on or prior to the date of delivery of the Bonds, as well as an opinion of counsel to
the insurance provider regarding the enforceability of the municipal bond insurance policy, in
form reasonably satisfactory to the District and the successful bidder.
Official Statement: The District has authorized the adoption of an official
statement relating to the Bonds. A copy of the Preliminary Official Statement will be furnished
upon request to Felling, Northcross &Nobriga, Inc., 1333 Broadway, Suite 1000, Oakland, CA
94612, telephone(510) 839-8200. The Preliminary Official Statement is in form "deemed final"
by the issuer for purposes of Securities and Exchange Commission"Rule 15c2-12(b)(1), but is
subject to revision, amendment and completion in a final Official Statement. The District will
furnish to the successful bidder, at no expense to the successful bidder, up to 200 copies of the
final Official Statement within seven (7) business days of the award date.
Official SfA=01 Ce ` ieate. The District will provide to the successful bidder
for the Bonds a certificate, signed by an official of the District, confirming to the successful
bidder that, at the time of the acceptance of the bid for the Bonds and at the time of delivery
thereof, to the best of the knowledge of said official, the Official Statement (except for
information regarding DTC and its book-entry only system, and except for information provided
by the Treasurer regarding the investment policy and portfolio of the County pooled investment
fund, and except for information respecting a municipal bond insurance policy with respect to
the Bonds and the provider thereof, as to which no view shall be expressed) 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 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
Bonds to rely upon the Official Statement in connection with the resale of the Bonds.
Continuing Disclosure CeWf"icate. In order to assist bidders in complying with
Securities and Exchange Commission Rule 15c2-12(b)(5), the District will undertake, pursuant
to 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. The District has never failed to comply in all material respects with any previous
undertakings with regard to said Rule to provide annual reports or notices of material. events.
Dated: March 18, 1997.
Js/ Jeanne Maglio
Clerk of the Board of Supervisors
of the County of Contra Costa, California
SF2.70766.1 9
EXHIBIT A
CERTIFICATE OF BOND M
The undersigned, the duly authorized and acting
Of (the "Bond
Insurer"), hereby certifies on behalf'of the Bond Insurer as follows:
1. The statements contained in the Official Statement dated April 8, 1997(the
"Official Statement"}, relating to the Lafayette Elementary School District General Obligation
Bonds, Election of 1995, Series 1997 (the "Bonds") under the captions
,and ,in Appendices and
thereto, and on the cover page thereof, insofar as such statements constitute descriptions or
summaries of the Bond Insurer or municipal bond insurance policy (the "Policy") of the Bond
Insurer covering the Bonds, accurately reflect and fairly present the information set forth therein,
and do not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances under which they are
made, not misleading; and
2. The form of Policy set forth in Appendix of the Official Statement
is a true and complete copy of the form of Policy.
[NAME OF BOND INSURER]
By:
Title:
I
OFFICIAL BID FORM BmonvC,Fmm's NAm:
April 8, 1997
Clerk of the Board of Supervisors Authorized Signatory:
County of Contra Costa
c/o Orrick, Berrington& Sutcliffe LLP
400 Sansome Street, Second Floor Conference Room (Si )
San Francisco, CA 94111 W
FAX NO. (415) 773-5759
Re: $121300,000*
LAFAYETTE ELEMENTARY SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 1995, SERIES 1997
By the authorized signature above, we hereby submit this bid (consisting of the Premium,
Purchase Price, and Interest Rates entered below)for the above-described Bonds in accordance with the
Official Notice of Sale relating thereto dated March 18, 1997, which Notice together with all
representations and agreements on Page 2 hereof are hereby made part of this bid-.-.-
Par
id:Par Value: $12,300,000 + Premium: $ = Purchase Price: $
(plus accrued interest to the date of delivery)
Check Check
Maturity Principal if Term Interest Maturity Principal if Term Interest
(A-ugust AmouDl * B- nds t R (Auguat 1) Amon* 3 is =
1997 $ % 2009 $ .� %
1998 2010
1999 2011 _
2000 2012
2001 2013
2002 2014
2003 2015
2004 2016
2005 2017
2005 2018
2007 2019
2008 2020
preliminary; subject to adjustment pursuant to Official Notice of Sale.
t For each Term Bond,bidders shall clearly indicate which principal arnountstyears are part of which Term Band(beginning
and end). Term Bonds must be composed of consecutively maturing amounts. The principal amount of the mandatory sinking fund
redemption in each year shall be equal to the principal amount shown in the table above to mature in such year.
The interest rate on any maturity or group of maturities is not more than 3% higher than the
interest rate on any other maturity or group of maturities. The maximum interest rate bid does not
exceed twelve percent (12%)per annum. Each interest rate bid is a multiple of 118 or 1/20 of 1%. No
Bond bears more than one rate and all bonds of the same maturity bear the same interest rate. Each Bond
bears interest at the interest rate specified from its dated date to its maturity date.
sm2-761766.1 Page 1 of 2
Lafayette. ::mentazy School District
Official Bid Form
By execution on the first page of this bid by an authorized officer, we hereby represent:
(1) We have previously submitted a financial surety bond complying with the requirements of
the Official Notice of Sale, or enclose herewith a cashier's check drawn on a bank or trust company
transacting business in the State of California,payable to the order of the Treasurer-Tax Collector of the
County of Contra Costa, in the amount of$100,400. We understand that no interest will be paid on good
faith checks.
(2) We have received and reviewed.the Preliminary Official Statement with respect to the Bonds
(the `Preliminary Official Statement") and as a condition to bidding on the Bonds, have determined that
we can comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended..
(3) As of the date of award and as of the date of delivery of the Bonds, all members of our
syndicate either participate in DTC or clear through or maintain a custodial relationship with an entity
that participates in said depository.
(4) Our computation of the True Interest Cost{TIC)to the District under the foregoing proposal,
made as provided in the Official Notice of Sale, is %. Our computation of the gross interest
cost to the District(net of any premium bid) under tthieea ger�oing proposal is $ . These
estimates are for informational purposes only and not binding on the District or own e un ersigned.
We hereby request that (not to exceed 200)printed copies of the Official Statement with
respect to the Bonds be furnish to us in accordance with the terms of the Official Notice of Sale.
Very truly yours,
Company
By &xecuted on first gage of bid t2rml
Authorized Representative
Title
Phone:
Fax:
Following is a list of the members of our account on whose behalf this bid is made.
Bidder's representative to be contacted. Receipt of Return of Bidder's unaccepted Good
regarding closing procedures: Faith Check Hereby Acknowledged:
Name: By
Authorized Representative
Phone:
Fax:
si2_70766.z Page 2 of 2