HomeMy WebLinkAboutRESOLUTIONS - 01012002 - 2002-330 RESOLUTION NO. 70021330
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY, CALIFORNIA, AUTHORIZING TIME ISSUANCE OF MT. DIABLO
UNIFIED SCHOOL DISTRICT (COUNTY OF CONTRA COSTA,
CALIFORNIA), GENERAL OBLIGATION BONDS (ELECTION OF 2002,
SERIES 2002) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $69,400,000
WHEREAS, a duly called election was held in the Mt. Diablo Unified School District,
County of Contra Costa, State of California (hereinafter referred to as the "District"), on
March 5, 2002, pursuant to Proposition 39 enacted by the voters of the State of California on
November 7, 2000, and thereafter canvassed pursuant to law; and
WHEREAS, at such election there was submitted to and approved by the requisite 55%
vote of the qualified electors of the District a question as to the issuance and sale of general
obligation bonds of the District for various purposes set forth in the ballot submitted to the
voters, in the maximum principal amount of $250,000,000 payable from the levy of an ad
valorem tax against the taxable property in the District; and
WHEREAS, at this time this Board has received the resolution of the governing board of
the District requesting the issuance of general obligation bonds in an aggregate principal amount
not to exceed $69,400,000 (the "Bonds"), and to authorize the sale of the bonds by a negotiated
sale to a purchaser to be selected through a competitive process pursuant to a Bond Purchase
Contract (the "Bond Purchase Contract") to be entered into with the underwriters (the
"Underwriter") to be selected by the District and to be named therein, a form of which Bond
Purchase Contract has been submitted to and is on file with the Clerk of this Board of
Supervisors, all according to the terms and in the manner set forth in a resolution duly adopted
by the Board of Education of the District on May 14, 2002, a certified copy of which has been
filed with the Clerk of this Board of Supervisors (the "Resolution"); and
WHEREAS, this Board of Supervisors accepts the representation of the District that it is
necessary and desirable that the bonds be issued and sold by a negotiated sale to a purchaser to
be selected through a competitive process for the purposes for which the bonds have been
authorized and on the terms and conditions set forth in the resolution of the Board of Education
of the District; and
WHEREAS, all acts, conditions and things required by law to be done or performed
have been done and performed in strict conformity with the laws authorizing the issuance of
bonds of the District, and the indebtedness of the District, including this proposed issue of Bonds
and Refunding Bonds, is within all limits prescribed by law;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF CONTRA COSTA COUNTY, CALIFORNIA,AS FOLLOWS:
SECTION 1. Certain Defihitions. As used in this Resolution, the terms set forth below
shall have the following meanings.
conditions, covenants and requirements applicable to each, respectively, of the Bonds and the
County Resolution and District Resolution, respectively.
10. Closing. At 10:00 a.m., California time, on , 2002, or at such other
time or on such earlier or later date as the County, the District and the Underwriters mutually
agree upon (the "Closing"), the District will deliver or cause to be delivered through DTC to the
Underwriters, the Bonds in definitive form, duly executed and authenticated by the Paying Agent
and at such place as the District and the Underwriters mutually agree upon, and the other
documents hereinafter mentioned. CUSIP identification numbers shall be printed on the Bonds,
but the failure to print each number on any Bond or any error with respect thereto shall not
constitute cause for a failure or refusal by the Underwriters to accept delivery of or pay for the
Bonds in accordance with the terms of this Purchase Contract. All expenses in relation to the
printing of CUSIP numbers on said Bonds and the CUSIP Service Bureau charge for the
assignment of said numbers shall be paid for by the Underwriters. The Underwriters will accept
delivery of the Bonds through DTC and pay the net purchase price thereof (as defined in
Section 1 hereof) in immediately available federal funds to the order of the District in an amount
equal to the purchase price. The Bonds will be made available for checking at the office of DTC
not later than 12:00 noon on the business day prior to the Closing.
11. Conditions to Closing. The Underwriters have entered into this Purchase
Contract in reliance upon the representations and warranties of the County and the District
contained herein and the performance by the County and the District of their obligations
hereunder, both as of the date hereof and as of the date of CIosing. The Underwriters'
obligations under this Purchase Contract are and shall be subject to the following further
conditions at the Closing:
(a) Representations True. The representations and warranties of the County
and the District contained herein shall be true and correct in all material respects at and as
of the Closing, as if made at and as of the Closing, and the statements made in all
certificates and other documents delivered to the Underwriters at the Closing pursuant
hereto shall be true and correct in all material respects on the date of the Closing; and the
County and the District shall be in compliance with each of the agreements made by them
in this Purchase Contract;
(b) Obligations Performed. At the time of the Closing, (i)the Official
Statement, this Purchase Contract, the Authorization, the District Resolution, the
Continuing Disclosure Certificate and the County Resolution shall be in full force and
effect and shall not have been amended, modified or supplemented except as may have
been agreed to in writing by the Underwriter; (ii) all actions under the Act and the
Authorization which, in the opinion of Sidley Austin Brown & Wood LLP, San Francisco,
California (herein called "Bond Counsel") shall be necessary in connection with the
transactions contemplated hereby, shall have been duly taken and shall be in full force
and effect; and (iii) the County and the District shall perform or have performed all of
their respective obligations required under or specified in the District Resolution, the
County Resolution, this Purchase Contract, the Continuing Disclosure Certificate or the
Official Statement to be performed at or prior to the Closing;
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(c) Adverse Rulings. The District and County shall have fulfilled their
respective obligations to notify the Underwriters of any events described in Sections 6(h)
and 7(h) hereof and to cooperate in the preparation and dissemination of any supplement
or amendment to the Official Statement as shall be required by the Underwriters pursuant
to Sections 6(h) or 7(h); and provided that the Underwriters shall have the additional
rights granted pursuant to Section 13 hereof;
(d) Closing Documents. At or prior to the Closing, the respective parties shall
provide two copies of each of the following documents, in each case satisfactory in form
and substance to them and to their counsel:
(1) Bond Opinion. The unqualified, approving opinion of Bond
Counsel, dated the date of Closing, addressed to the County and the District, as to
the validity of the Bonds and the tax exempt status of the Bonds substantially in
the form set forth in Appendix C to the Preliminary Official Statement;
(2) Reliance Letter. A reliance letter from Bond Counsel permitting
the Underwriters to rely upon the approving opinion referred to in subparagraph
(d)(1), above;
(3) Supplemental Opinion. A supplemental opinion of Bond Counsel,
dated the date of Closing and addressed to the Underwriters, to the effect that:
(i) assuming due authorization, execution and delivery by the
Underwriters, this Purchase Contract has been duly authorized, executed
and delivered by the County and the District and constitutes a legal, valid
and binding agreement of the County and the District, respectively, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws affecting the
enforcement of creditors' rights generally and by the application of
equitable principles (regardless of whether such enforceability is
considered in equity or at law), to the exercise of judicial discretion in
appropriate cases, and to the limitations on legal remedies against school
districts in the State of California and except that no opinion is expressed
with respect to any indemnification or contribution provisions contained in
the Purchase Agreement;
(ii) the statements under the captions in the Official Statement
entitled "THE BONDS" (excluding therefrom "Sources and Uses of
Funds," "Annual Debt Service" and "Application and Investment of Bond
Proceeds"), "LEGAL MATTERS," —"Tax Matters" and "—Legal
Opinion" are, to the extent such statements expressly summarize
provisions of the Bonds, the Resolutions and Bond Counsel's opinion
regarding the tax-exempt status of the Bonds, accurate in all material
respects;
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(iii) the Bonds are exempt from registration under the Securities
Act of 1993, as amended, and the District Resolution is exempt form
qualification pursuant to the Trust Indenture Act of 1939, as amended;
(4) Certificate of the County. A certificate signed by a duly authorized
official of the County to the effect that (i)this Purchase Contract, and the Bonds
have been duly executed and delivered; (ii) the representations, warranties and
covenants of the County herein are true and correct in all material respects as of
the date of closing; (iii)the County has complied with all the terms of the County
Resolution and this Purchase Contract to be complied with by the County prior to
or concurrently with the Closing and such documents are in full force and effect;
(iv) the Bonds being delivered on the date of the Closing to the Underwriter under
this Purchase Contract substantially conform to the descriptions thereof contained
in the County Resolution; (v) the execution and delivery of the Bonds and this
Purchase Contract and compliance with the provisions on the County's part
contained herein will not result in the creation or imposition of any lien, charge or
other security interest or encumbrance of any nature whatsoever upon any of the
properties or assets of the County under the terms of any law, administrative
regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
agreement or other instrument; and (vi)the County Resolution was duly adopted
and has not been modified, amended, rescinded or revoked and is in full force and
effect on the date of the Closing;
(5) County Resolution. A certificate, together with fully executed
copies of the County Resolution, of the Clerk of the County Board of Supervisors
to the effect that such copies are true, correct and complete copies of the County
Resolution;
(6) County Counsel Opinion. An opinion of the counsel to the
County, dated the date of Closing and addressed to the County, the District and
the Underwriters, in form and substance satisfactory to the Underwriters and their
counsel, to the effect that:
(i) the County is a political subdivision organized and validly
existing under the Constitution and the laws of the State of California;
(ii) the County Resolution approving and authorizing the
execution and delivery of the Purchase Contract and the issuance of the
Bonds was duly adopted at a meeting of the governing body of the County
which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting at the time
of adoption;
(iii) there is no action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, governmental agency, public
board or body, pending or, to the best knowledge of such counsel,
threatened against the County (a) affecting the existence of the County or
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the titles of its officers who have acted with respect to the proceedings for
issuance and sale of the Bonds; (b) seeking to prohibit, restrain or enjoin
the execution of the Purchase Contract or the issuance of the Bonds or in
any way contesting or affecting the validity or enforceability of the Bonds,
the Purchase Contract, or the County Resolution; (c) contesting the powers
of the County or its authority to enter into, adopt or perform its obligations
under the County Resolution or the Purchase Contract; or (d) seeking to
restrain or enjoin the levy or collection of tax revenues pledged for the
Bonds;
(iv) the execution and delivery of the Purchase Contract, the
issuance of the Bonds and compliance with the provisions thereof and
hereof, under the circumstances contemplated thereby, do not and will not
in any material respect conflict with or constitute on the part of the County
a breach of or default under any agreement or other instrument to which
the County is a party or by which it is bound or any existing law,
regulation, court order or consent decree to which the County is subject;
and
(v) the Purchase Contract has been duly authorized, executed
and delivered by the County and the Bonds have been duly authorized by
the County, executed by the County on behalf of the District and delivered
by the County and, assuming due authorization, execution and delivery by
the other parties thereto, the Purchase Contract will constitute a legal,
valid and binding agreement of the County enforceable against the County
in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting the enforcement of creditors' rights generally, by the
application of equitable principles, and by limitations on remedies
imposed in actions against counties or school districts in California;
(7) Certificate of the District. A certificate signed by a duly
authorized official of the District to the effect that (i) this Purchase Contract, the
Bonds and the Continuing Disclosure Certificate have been duly executed and
delivered, (ii) the representations, warranties and covenants of the District herein
are true and correct in all material respects as of the date of Closing, (iii)the
District has complied with all the terms of the District Resolution, the Continuing
Disclosure Certificate and this Purchase Contract to be complied with by the
District prior to or concurrently with the Closing and such documents are in full
force and effect, and (iv) Official Statement does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading;
(8) District Resolution. A certificate, together with fully executed
copies of the District Resolution, of the Recording Secretary of the District Board
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of Education to the effect that such copies are true and correct copies of the
District Resolution;
(9) District Counsel Opinion. An opinion of the counsel to the
District, dated the date of Closing and addressed to the County, the District and
the Underwriters, satisfactory in form and substance to the Underwriters and in
scope and form to their counsel, to the effect that:
(i) the District is a school district organized and validly
existing under the Constitution and the laws of the State of California;
(ii) the District Resolution approving and authorizing the
execution and delivery of the Purchase Contract, the Bonds and the form
of Continuing Disclosure Certificate and approving the form of the
Official Statement was duly adopted at a meeting of the Board of
Education of the District which was called and held pursuant to law and
with all public notice required by law and at which a quorum was present
and acting throughout;
(iii) the Authorization was duly approved at an election duly
called and held in compliance with all applicable law;
(iv) there is no action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, governmental agency, public
board or body, pending or, to the best knowledge of such counsel,
threatened against the District (a) affecting the existence of the District or
the titles of its officers to their respective offices or seeking to prohibit,
restrain or enjoin the execution of the Purchase Contract, the Bonds and
the Continuing Disclosure Certificate; (b) affecting delivery of the Bonds;
(c) in any way contesting or affecting the validity or enforceability of the
Bonds, the Purchase Contract, the District Resolution or the
Authorization; (d) contesting the powers of the District or its authority to
enter into, adopt or perform its obligations under any of the foregoing,
including, but not limited to, the consummation of the transactions
contemplated in the Official Statement, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the
Official Statement, or any amendment or supplement thereto; or
(e) seeking to restrain or enjoin the levy or collection of tax revenues
pledged for the Bonds;
(v) the execution and delivery of the Purchase Contract and the
Continuing Disclosure Certificate by the District and the approval of the
form of the Official Statement and issuance of the Bonds and compliance
with the provisions thereof and hereof, under the circumstances
contemplated thereby, do not and will not in any material respect conflict
with or constitute on the part of the District a breach of or default under
any agreement or other instrument to which the District is a party or by
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which it is bound or any existing law, regulation, court order of consent
decree to which the District is subject, and
(vi) the Bonds have been duly authorized by the District and the
Purchase Contract, the Continuing Disclosure Certificate and the Official
Statement have been duly authorized, executed and delivered by the
District, and, assuming due authorization, execution and delivery by the
other parties thereto and of issuance of the Bonds by the County, and upon
due authentication by the Paying Agent of and receipt of payment for the
Bonds, the Bonds, the Purchase Contract and the Continuing Disclosure
Certificate will constitute legal, valid and binding agreements of the
District enforceable against the District in accordance with their respective
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally, by the application of equitable
principles, the exercise of judicial discretion and the limitations on legal
remedies against school districts in the state of California;
(10) Purchase Contract. Executed copies of the Purchase Contract;
(11) Official Statement. Executed copies of the Official Statement,
such copies to have been received on or before 8:00 a.m. on , 2002,
including all information previously permitted to have been omitted by the Rule
and any amendments or supplements as have been approved by the County, the
District and the Underwriters;
(12) Continuing Disclosure Certificate. Executed copies of the
Continuing Disclosure Certificate substantially in the form attached to the Official
Statement as Appendix B, duly executed by the District;
(13) Ratings. Evidence that the Bonds received a rating of from
Standard &Poor's;
(14) fMunicipal Bond Insurance. Evidence satisfactory to the
Underwriters that the Bonds shall have received a policy of municipal bond
insurance (the "Policy") by that unconditionally guarantees the timely
payments of all debt service on the Bonds.]
(15) [Bond Insurance Counsel Opinion. An opinion of counsel to
with respect to the Policy in form and substance acceptable to the
Underwriters.]
(16) Tax Certifications. Tax certifications by the District in form and
substance acceptable to Bond Counsel,
(17) Additional Documents. Such additional legal opinions,
certificates, proceedings, instruments and other documents as Bond Counsel or
the Underwriters may reasonably request to evidence the truth and accuracy, as of
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the date of Closing, of the representations contained herein and in the Official
Statement and the due performance or satisfaction by the County and the District
at or prior to such time of all agreements then to be performed and all conditions
then to be satisfied;
(18) [Opinion of Underwriters' Counsel. An opinion of counsel to the
Underwriters to the effect that:
(i) the Bonds are exempt from registration pursuant to the
Securities Act of 1933, as amended, and
(ii) although they are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of any of the
statements contained in the Official Statement and make no representation
that they have independently verified the accuracy, completeness or
fairness of any such statements, during the course of preparation of the
Official Statement, they met in conferences with representatives of the
County and the District, their respective counsels, Bond Counsel, the
Underwriters, and others, during which conferences the contents of the
Official Statement and related matters were discussed and that based on
their participation in the above-mentioned conferences, and in reliance
thereon and on the certificates, opinions and other documents herein
mentioned, they advise you that no information carne to their attention
which caused them to believe that the Official Statement as of the date
hereof and as of the Closing (except for any financial or statistical data or
forecasts included therein or attached thereto, and except for
Appendices B, C, D, F, G and H to the Official Statement) contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and]
(19) Official Statement. Certificates of the appropriate officials of the
County and the District evidencing their determinations respecting the
Preliminary Official Statement in accordance with the Rule.
12. Additional Closing Conditions for District and County. The District and
County have entered into this Purchase Contract in reliance upon the representations and
warranties of the Underwriters contained herein and the performance by the Underwriters of
their obligations hereunder, both as of the date hereof and as of the date of Closing. The District
and County's respective obligations under this Purchase Contract are and shall be subject to the
following further conditions at Closing:
(a) the receipt of the Underwriters, in form satisfactory to the District and the
County and signed by an authorized officer of the Representative, confirming delivery of
the Bonds to the Underwriters and the satisfaction of all conditions and terms of this
Purchase Contract by the District and the County, respectively, and confirming to the
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District and the County that as of the Closing Date all of the representations of the
Underwriters contained in this Purchase Contract are true and correct in all material
respects; and
(b) the certification of the Underwriters, in form satisfactory to Bond Counsel,
regarding the prices at which the Bonds have been reoffered to the public, as described in
Section 4 hereof.
13. Termination. The Underwriters shall have the right to cancel their obligations to
purchase the Bonds if, between the date hereof and the Closing if the marketability of the Bonds
or the market price thereof, in the reasonable opinion of the Underwriters, has been materially
adversely affected by:
(a) an amendment to the Constitution of the United States or by any
legislation in or by the Congress of the United States or by the State of California, or the
amendment of legislation pending as of the date hereof in the Congress of the United
States or the recommendation to Congress or endorsement for passage (by press release,
other form of notice or otherwise) of legislation by the President of the United States, the
Treasury Department of the United States, the Internal Revenue Service or the Chairman
or ranking minority member of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of Representatives, or of
legislation by either such Committee or by any member thereof, or the presentment of
legislation for the staff of either such Committee, or by the staff of the Joint Committee
on Taxation of the Congress of the United States, or the favorable reporting for passage
of legislation to either House of the Congress of the United States by a Committee of
such House to which such legislation has been referred for consideration, or any decision
of any federal court or the U.S. Tax Court or any ruling or regulation (final, temporary or
proposed) or official written statement on behalf of the United States Treasury
Department, the Internal Revenue Service or other Federal authority affecting the federal
tax status of the District or the interest on notes or obligations of the general character of
the Bonds (including the Bonds) regardless of whether any of the preceding statements of
fact were in existence or known of on the date hereof, or legislation shall have been
enacted by the State of California which renders interest on the Bonds not exempt from
State of California personal income taxes; or
(b) provided that the District, the County and the Underwriters shall be
obligated to fulfill their respective obligations under Sections 6(h) and 7(h) hereof, there
nevertheless shall have occurred an event, or information shall have become known,
which in the reasonable opinion of the Underwriters either (i)makes untrue or incorrect
in any material respect any statement or information contained in the Official Statement
or(ii) is not reflected in the Official Statement but should be reflected therein to make the
statements and information contained therein, in light of the circumstances under which
they were made, not misleading in any material respect; or
(c) the declaration of war or the engagement in major military hostilities by
the United States or other national or international calamity or crisis, the effect of such
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outbreak, calamity or crisis interrupts or causes disorder to the operation of the financial
markets of the United States; or
(d) there shall be in force a general suspension of trading on the New York
Stock Exchange or other national securities exchange, or minimum or maximum prices
for trading shall have been fixed and be in force, or maximum ranges for prices for
securities shall have been required and be in force on the New York Stock Exchange or
such other exchange, whether by virtue of a determination by that Exchange or such other
national securities exchange or by orders of the Securities and Exchange Commission not
in force on the date hereof; or
(e) a general banking moratorium shall have been declared by either federal,
California or New York authorities having jurisdiction and be in force; or
(f) there shall be established and put into effect any new restrictions on
transactions in securities of the same general character as the Bonds materially affecting
the free market for such securities (including the imposition of any limitations on interest
rates) or the extension of credit by, or the change to the net capital requirements of,
underwriters established by the New York Stock Exchange, the Securities and Exchange
Commission, any other federal or State agency or the Congress of the United States, or
by Executive Order; or
(g) the rating of the Bonds shall have been downgraded or withdrawn by a
national rating service; or
(h) the Comptroller of the Currency renders an opinion or issues a regulation
which has the effect of prohibiting the Underwriters from underwriting the Bonds; or
(i) an order, decree or injunction of any court of competent jurisdiction, or
order filing, regulation or official statement by the Securities and Exchange Commission,
or any other governmental agency, with jurisdiction in the matter is issued or made to the
effect that the issuance, offering or sale of obligations of the general character of the
Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the
Official Statement, is or would be in violation of the federal securities laws, as amended
and then in effect.
14. Conditions to District's and County's Obligations to Close. The County's and
District's obligations hereunder shall be subject to the conditions that at or before the Closing,
the County and the District shall have received:
(a) executed counterparts of this Purchase Contract; and
(b) duly executed copies of the letters, documents and certificates referred to
in sections I I(d)(13) and 11(d)(14) and the opinions referred to in sections I I(d)(1),
11(d)(3), 11(d)(6), 11(d)(15) and 11(d)(18).
15. Expenses. If the transactions contemplated by this Purchase Contract are
consummated, fees and expenses (except as hereinafter provided) incurred by the District shall
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be paid or caused to be paid by the Underwriter in the amount of$ , including but not
limited to the following: (i)the cost of the preparation and reproduction of the Resolutions;
(ii)the fees and disbursements of the District's financial advisor with respect to the Bonds;
(iii)the fees and disbursements of Bond Counsel; (iv)the costs of the preparation, printing and
delivery of the Bonds; (v)the costs of the preparation, printing and delivery of the Preliminary
Official Statement, the Official Statement, and any amendment or supplement thereto in the
quantity requested by the Underwriter in accordance herewith; (vi) initial rating fees of Moody's
Investors Service; and (vii) fees and expenses of the Paying Agent for the Bonds, [and (viii)the
premium for the policy of municipal bond insurance to be issued by .]
The Underwriters shall pay for their out-of-pocket expenses, including travel, counsel to
the Underwriters (including their fees in connection with the qualification of the Bonds for sale
under the blue sky or the securities laws of any jurisdiction) all advertising costs and other
expenses incurred by the Underwriters in connection with the sale of the Bonds, and for any fees
payable to the California Debt and Investment Advisory Commission, the Municipal Securities
Rulemaking Board, the Public Securities Association, California Public Securities Association,
DALNET, DALCOMP, the CUSIP Bureau and the Depository Trust Company, and the cost of
preparing and printing any amendment or supplement to the Official Statement resulting from a
determination by the Underwriters to change the initial offering prices or yields set forth in the
Official Statement.
16. Notices. Any notice or other communication to be given to the Underwriters
under this Purchase Contract may be given by delivering the same in writing to . All
notices or communications hereunder by any party shall be given and served upon each other
party. Any notice or communication to be given the District under this Purchase Contract may
be given by delivering the same to Mt. Diablo Unified School District, 1936 Carlotta Drive,
Concord, California 94519, Attention: . Any notice or communication to be given to
the County under this Purchase Contract may be given by delivering the same to Count of Contra
Costa, Treasurer-Tax Collector, 625 Court Street, Martinez, California 94553, Attention:
. The approval of the Underwriters when required hereunder or the determination of
satisfaction as to any document referred to herein shall be in writing signed by the Underwriters
and delivered to you.
17. Miscellaneous. This Purchase Contract is made solely for the benefit of the
District, the County and the Underwriters (including the successors or assigns thereof) and no
other person shall acquire or have any right hereunder or by virtue hereof. All representations,
warranties and agreements of the District and the County in this Purchase Contract shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of the
Underwriters and shall survive the delivery of and, payment for the Bonds.
[remainder of page intentionally left blank]
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18. Counterparts. This Purchase Contract may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
This Purchase Contract shall be governed by the laws of the State of California, exclusive
of the choice of law provisions thereof.
as Representative of the Underwriters
By:
The foregoing is hereby accepted and agreed
to as of the date first above written:
MT. DIABLO UNIFIED SCHOOL DISTRICT
By:
COUNTY OF CONTRA COSTA Approved as to form:
County Counsel
By: By:
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APPENDIX.A
MT. DIABLO UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS
(ELECTION OF 2002, SERIES 2002)
MATURITY SCHEDULE
Maturity Date Principal Interest
(August 1) Amount Rate Yield
2003 $ % 0%
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
[$ % Term Band due August 1, —Yield /a]
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REDEMPTION PROVISIONS
Optional .Redemption. The Bonds maturing on or after August 1, 2012 are subject to
redemption at the option of the District in whole or in part on any date in integral multiples of
$5,000 on or after August 1, 2011, at the redemption price (expressed as a percentage of the total
principal amount redeemed) plus accrued interest due with respect thereto on the date fixed for
redemption, from any source of available funds, upon notice as described below.
Redemption
Period During Which Redeemed Price
August 1, 2011 through July 31, 2012 101%
August 1, 2012 and thereafter. 100
[Mandatory Sinking .Fund Redemption. The Bonds maturing on August 1, 20� are
subject to mandatory sinking fund redemption, in part by lot, from mandatory sinking fund
payments on August 1 of each year on and after August 1, 20_ at a redemption price equal to
the principal amount thereof together with accrued interest to the date fixed for redemption,
without a redemption premium, as follows:
Redemption hate Sinking Fund
(August 1) Prepayment Amounts
20 $
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SH 13186950
RESOLUTION NO. 01/02-61
A RESOLUTION OF THE BOARD OF EDUCATION OF THE MT.DIABLO
UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA,
CALIFORNIA, AUTHORIZING THE ISSUANCE OF MT.DIABLO
UNIFIED SCHOOL DISTRICT (COUNTY OF CONTRA. COSTA.,
CALIFORNIA) GENERAL OBLIGATION BONDS, (ELECTION OF 2002,
SERIES 2002) IN A PRINCIPAL AMOUNT NOT TO EXCEED $69,400,000
TO FINANCE THE ACQUISITION, CONSTRUCTION AND
IMPROVEMENT OF CERTAIN SCHOOL FACILITIES
WHEREAS, a duly called election was held in the Mt. Diablo Unified School District
(the "District"), County of Contra Costa (the "County"), State of California, on March 5, 2002,
pursuant to Proposition 39 enacted by the voters of the State of California on November 7, 2000,
and thereafter canvassed pursuant to law; and
WHEREAS, at such election there was submitted to and approved by the requisite 55%
vote of the qualified electors of the District a question as to the issuance and sale of general
obligation bonds of the District for various purposes set forth in the ballot submitted to the
voters, in the amount of$250,000,000 payable from the levy of an ad valorem tax against the
gable property in the District; and
WHEREAS, at this time this Board has determined that it is necessary and desirable to
request the issuance of the first portion of such authorization in the aggregate principal amount
not to exceed$69,400,000; and
WHEREAS, all acts, conditions and things required by law to be done or performed
have been done and performed in strict conformity with the laws authorizing the issuance of
general obligation bonds of the District, and the indebtedness of the District, including this
proposed series of Bonds, is within all limits prescribed by law;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF EDUCATION OF
THE MT. DIABLO UNIFIED SCHOOL DISTRICT, COUNTY OF CONTRA COSTA,
CALIFORNIA,AS FOLLOWS:,
SECTION 1. That for the purpose of improving health and safety conditions of local
schools, upgrading electrical systems, repairing inadequate heating, ventilation and plumbing
systems, replacing aging roofs, renovating restrooms, improving building exteriors and grounds
for safety,replacing aging portables, and constructing and acquiring new classrooms, educational
facilities and technology infrastructure, and to pay all necessary legal, financial, engineering and
contingent costs in connection therewith, the Board of Education of the Mt.Diablo Unified
School District, County of Contra Costa, California (the "Board"} is authorized to petition the
Board of Supervisors of the County to issue the Bonds on its behalf. In compliance therewith,
the District hereby petitions the Board of Supervisors of the County to authorize the issuance of
one or more series of Bonds designated "Mt.Diablo Unified School District (County of Contra
Costa, California) General Obligation Bonds, (Election of 2002, Series 2002)" (or such other
series designation or designations as shall be set forth in the County Resolution authorizing the
issuance of the Bonds(the"County Resolution"))in an aggregate principal amount not to exceed
$69,400,000 (the "Bonds") and to order that such Bonds be sold at negotiated sale on the terms
and in accordance with a Purchase Contract relating to the Bonds to be approved by the County
Board of Supervisors (the "Purchase Contract"), such that the Bonds shall be dated June 20,
2002, or such date as may be stated in the Purchase Contract, shall bear interest at a rate not to
exceed 10%payable on the dates set forth therein and shall mature not more than 25 years from
the date of the Bonds.
SECTION 2. This Board does hereby request that the County appoint Wells Fargo
Bank, N.A., to act as the authenticating agent, bond registrar, transfer agent and paying agent
(collectively,the"Bond Registrar") for the Bonds.
SECTION 3. The District hereby covenants that it will make no use of the proceeds of
the Bonds or any other amounts that would cause the Bonds to be "arbitrage bonds" under
Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"); and, to that end,
the District covenants that it shall comply with all requirements of said Section 148 and the
Treasury Regulations promulgated thereunder, including restrictions on the use and investment
of proceeds of the Bonds and certain other amounts and the rebate of a portion of the investment
earnings on proceeds of the Bonds and certain other amounts, if required, to the federal
government. The District further covenants to do and perform all acts and things within its
power and authority necessary to comply with each applicable requirement of Section 103 and
Sections 141 through 150 of the Code. In furtherance of the aforementioned covenants, the
District covenants that it shall comply with the Tax Certificate to be executed by the District on
the date of issuance and delivery of the Bonds (the "Tax Certificate"). The District covenants
that it will take no action that would cause the interest on the Bonds to be included in gross
income for federal income tax purposes, nor will it refrain from taking action required to
maintain the exclusion of interest on the Bonds from gross income for federal income tax
purposes.
SECTION 4. This Board determines that all acts and conditions necessary to be
performed by the Board or to have been met precedent to and in the issuing of the Bonds in order
to make them legal, valid and binding general obligations of the District have been performed
and have been met, or will at the time of delivery of the Bonds have been performed and have
been met, in regular and due form as required by law; that the full faith, credit and revenues of
the District are hereby pledged for the timely payment of the principal of and interest on the
Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have
been exceeded in the issuance of the Bonds.
SECTION 5. When completed, the form of preliminary official statement' (the
"Preliminary Official Statement") relating to the Bonds on file with the Clerk of the Board, is
hereby deemed approved. Such Preliminary Official Statement, together with any supplements
thereto, shall be in form"deemed final"by the District for purposes of SBC Rule 1Sc2-12(b)(1),
but is subject to revision, amendment and completion in a final Official Statement (the "Official
Statement"). The Official Statement in substantially said form, with such changes as the
Superintendent of the District or the Superintendent's designee may require or approve, which
approval shall be conclusively evidenced by execution and delivery thereof, is hereby approved.
The above-described officers or any such officer's designee are hereby authorized and directed,
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for and in the name and on behalf of the District,to execute and deliver to Government Financial
Strategies, inc. (the "Financial Advisor") said Official Statement. The Financial Advisor is
hereby authorized to prepare and distribute copies of the Official Statement to persons who may
be interested in the purchase of the Bonds and is directed to deliver copies of the Official
Statement to such persons.
SECTION 6. Officers of the Board and District officials and staff are hereby
authorized and directed,jointly and severally, to do any and all things and to execute and deliver
any and all documents which they may deem necessary or advisable in order to proceed with the
issuance of the Bonds and otherwise carry out, give effect to and comply with the terms and
intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are
hereby ratified, confirmed and approved.
SECTION 7. The District hereby covenants and agrees that it will comply with and
carry out all of the provisions of that certain Continuing Disclosure Certificate to be executed by
the District and dated the date of issuance and delivery of the Bonds, as originally executed and
as it may be amended from time to time in accordance with the terms thereof. Any Bondholder
may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the District to comply with its obligations under
this Section. Noncompliance with this Section shall not result in acceleration of the Bonds.
SECTION 8. Sidley Austin Brown & Food LLP was appointed Bond Counsel and
Government Financial Strategies, inc. was appointed Financial Advisor in connection with the
District's execution and delivery of the Bonds by prior action of the Board. The Superintendent
or the Assistant Superintendent, Administrative Services are hereby authorized to enter into
agreements for such services on behalf of the District with Sidley Austin Brown& Wood LLP
and the Financial Advisor as may be necessary or appropriate.
SECTION 9. The issuance and We of the Bonds may be combined with the issuance
and sale of any other bonds of the District.
S'EC'TION 10. This Board certifies that it shall establish and appoint an independent
citizens' oversight committee pursuant to Section 15274 of the Education Code, to inform the
public concerning the expenditure of proceeds of the Bonds by the date specified in such Section
15274.
SECTION 11. This Board certifies that it will conduct an annual, independent
performance audit to ensure that the funds approved by the voters have been expended only for
the purposes authorized by the ballot submitted to the voters: This Board further certifies it will
conduct an annual, independent financial audit of the proceeds from the sale of the Bonds (for
which a separate account or accounts shall be created)until all of the proceeds of the Bonds have
been expended for such authorized school facilities projects in accordance with Section 1(b) of
Article X 11A of the California Constitution, Section 15264 et seq. of the Education Code and
Section 53410 of the Government Code.
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SECTION 12. This resolution shall take effect immediately upon its passage.
PASSED AND ADOPTED by the Board of Education of the Mt. Diablo Unified School
District, County of Contra Costa,this 14th day of May,2002 by the following vote:
AYES:
NOES:
ABSENT.
ABSTENTIONS:
resident,Board of Education
Mt. Diablo Unified School District
Attest:
*A�
C er ,Board o Education
Mt. Diablo Unified School District
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SF1 1318415a4
(a) `Bond Insurer" means any insurance company which issues a municipal
bond insurance policy insuring the payment of principal of and interest on the Bonds.
(b) "Bond Payment Date" means, February 1 and August 1 of each year,
commencing February 1, 2003.
(c) "Bond Register"means the registration books kept by the Bond Registrar
pursuant to this Resolution.
(d) `Bond Registrar"means Wells Fargo Bank,N.A.
(e) "Bonds" shall have the meaning ascribed thereto in the recitals to this
Resolution.
(f) "DTC" means The Depository Trust Company, New York, New York, a
limited purpose trust company organized under the laws of the State of New York in its
capacity as securities depository for the Bonds.
(g) "Information Services" means Financial Information, Inc.'s Financial
Daily Called Bond Service; Interactive Data Corporations Bond Service; Kenny
Information Service's Called Bond Service; Moody's Municipal and Government; or
Standard&Poor's Called Bond Record.
(h) "Nominee" means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 5(c)hereof.
(i) "Outstanding" when used as of any particular time with reference to the
Bonds, means all Bonds theretofore, or thereupon being, authenticated and delivered by
the Paying Agent except (a) Bonds theretofore cancelled by the Paying Agent or
surrendered to the Paying Agent for cancellation; (b) Bonds with respect to which all
liability of the District shall have been discharged; (c) Bonds for the transfer or exchange
of or in lieu of or in substitution for which other Bonds shall have been authenticated and
delivered by the Paying Agent; and (d) Bonds that have become due (at maturity, on
redemption or otherwise) and for the payment of which sufficient moneys, including
interest accrued to the due date, are held by the Paying Agent.
0) "Owner" means any registered owner of the Bonds as identified in the
Bond Register.
(k) "Participants" means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds book-entry certificates as
securities depository.
(1) "Paying Agent"initially means Wells Fargo Bank, N.A.
(m) "Principal Amount" means, with respect to any Bond, the principal
amount thereof.
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(n) "Record Date" means the close of business on the 15th day of the
calendar month preceding each Bond Payment Date.
(o) "Redemption Notice" shall have the meaning ascribed thereto in
Section 5(b)(iv)hereof
(p) "Securities Depositories" means The Depository Trust Company,
711 Stewart Avenue, Garden City, New fork 11530, facsimile transmission: (516)
227-4039, (516) 227-4190 with Cede & Co. as its nominee;
(q) "Transfer Amount" means, with respect to any Outstanding Bond, the
Principal Amount thereof.
(r) "United States Obligations" shall have the meaning ascribed to such
term in Section 16.
(s) "Written Request of the County" means, a written request signed by an
officer, official or staff person authorized to sign documents on behalf of the County
pursuant to Section 19 hereof.
SECTION 2. Purpose of Bonds. That for the purpose of improving health and safety
conditions of local schools, upgrading electrical systems, repairing inadequate heating,
ventilation and plumbing systems, replacing aging roofs, renovating restrooms, improving
building exteriors and grounds for safety, replacing aging portables, and constructing and
acquiring new classrooms, educational facilities and technology infrastructure, and to pay all
necessary legal, financial, engineering and contingent costs in connection therewith, the County
authorizes the issuance of the Bonds.
SECTION 3. Terms of the Bonds.
(a) Denomination Interest Dated Dates. The Bonds shall be issued as Bonds
registered as to both principal and interest, in denominations of $5,000 each or any integral
multiple thereof.
Each Bond shall be dated June 20, 2002 (or other such date designated in the Purchase
Contract) and shall bear interest from the Bond Payment Date next preceding the date of
authentication thereof unless it is authenticated as of a day during the period from the Record
Date next preceding any Bond Payment Date to such Bond Payment Date, inclusive, in which
event it shall bear interest from such Bond Payment Date, or unless it is authenticated on or
before January 15, 2003, in which event it shall bear interest from June 20, 2002 (unless
otherwise provided in the Purchase Contract).
The Bonds shall mature not more than 25 years from their date. The Bonds shall bear
interest or accrete interest at a rate or rates such that the average interest rate shall not exceed
10%per annum. Interest shall be payable on the respective Bond Payment Dates.
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(b) Redern tp ion.
(i) Outional Redemption. The Bonds shall be subject to redemption, at the
option of the District, as provided below, or on such other dates and on such terms as designated
in the Purchase Contract. The Bonds maturing on or before August 1, 2011 are not subject to
redemption prior to their fixed maturity dates. The Bonds maturing on or after August 1, 2012
are subject to redemption at the option of the District, from any source of funds, as a whole or in
part on any date on or after August 1, 2011, at the following Redemption Prices (expressed as
percentages of the Principal Amount of the Bonds to be redeemed) plus interest accrued thereon
to the dates fixed for redemption:
Redemption Dates Redemption Prices
August 1, 2011 through July 31, 2012 101%
August 1, 2012 and thereafter 100%
(ii) Mandatory_Sinking Fund Redemption. The Bonds shall be subject to
mandatory sinking fund redemption prior to their stated maturity dates from monies in the Debt
Service Fund established in Section 11 hereof, as set forth in the Purchase Contract.
(iii) Selection of Bonds for Redemption. Whenever provision is made in this
Resolution for the redemption of Bonds and less than all Outstanding Bonds are to be redeemed,
the Bond Registrar, upon written instruction, shall select Bonds for redemption from such
maturity dates as are selected by the District, and by lot within each such maturity in such
manner as the Bond Registrar shall determine; provided, however, that the portion of any Bond
to be redeemed in part shall be in the Principal Amount of $5,000 or any integral multiple
thereof.
(iv) Notice of Redemption. When redemption is authorized or required
pursuant to Sections 5(b)(i) and 5(b)(ii)hereof, the Bond Registrar, upon written instruction from
the District, shall give notice (a "Redemption Notice") of the redemption of the Bonds. Such
Redemption Notice shall specify: (a)the Bonds or designated portions thereof(in the case of
redemption of the Bonds in part but not in whole) which are to be redeemed, (b)the date of
redemption, (c) the place or places where the redemption will be made, including the name and
address of the Bond Registrar, (d)the redemption price, (e)the CUSIP numbers (if any) assigned
to the Bonds to be redeemed, (f)the Bond numbers of the Bonds to be redeemed in whole or in
part and, in the case of any Bond to be redeemed in part only, the Principal Amount of such
Bond to be redeemed, and (g)the original issue date, interest rate and stated maturity date of
each Bond to be redeemed in whole or in part. Such Redemption Notice shall further state that
on the specified date there shall become due and payable upon each Bond or portion thereof
being redeemed the Redemption Price thereof, together with the interest accrued to the
redemption date, and that from and after such date, interest with respect thereto shall cease to
accrue.
The Bond Registrar shall take the following actions with respect to such
Redemption Notice:
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(a) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given to the respective Owners of Bonds designated for redemption
by first class mail,postage prepaid, at their addresses appearing on the Bond Register.
(b) At least two days before the date of the publication required by clause (d)
of this Section 5(b)(iv), such Redemption Notice shall be given by (i) first class mail, postage
prepaid, (ii)telephonically confirmed facsimile transmission, or (iii) overnight delivery service,
to each of the Securities Depositories.
(c) At least two days before the date of the publication required by clause (d)
of this Section 5(b)(iv), such Redemption Notice shall be given by (i) first class mail, postage
prepaid, or(ii) overnight delivery service, to one of the Information Services.
(d) At least 30 days prior to the redemption date, such Redemption Notice
shall be published one time in an Authorized Newspaper.
Neither failure to receive nor failure to publish any Redemption Notice nor any defect in
any such Redemption Notice so given shall affect the sufficiency of the proceedings for the
redemption of the affected Bonds. Each check issued or other transfer of funds made by the
Bond Registrar for the purpose of redeeming Bonds shall bear or include the CUSIP number
identifying,by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
(v) Partial Redemption of Bonds. Upon the surrender of any Bond redeemed
in part only, the Bond Registrar shall execute and deliver to the Owner thereof a new Bond or
Bonds of like tenor and maturity and of authorized denominations equal in 'Transfer Amounts to
the unredeemed portion of the Bond surrendered. Such partial redemption shall be valid upon
payment of the amount required to be paid to such Owner, and the County and the District shall
be released and discharged thereupon from all liability to the extent of such payment.
(vi) Effect oNotice o Redemption. Notice having been given as aforesaid,
and the monies for the redemption (including the interest to the applicable date of redemption)
having been set aside in the Debt Service Fund, such Bonds shall become due and payable on
such redemption date.
If on such redemption date, money for the redemption of all the Bonds to be
redeemed as provided in Section 5(b)(i) hereof, together with interest to such redemption date,
shall be held by the Bond Registrar so as to be available therefor on such redemption date, and if
notice of redemption thereof shall have been given as aforesaid, then from and after such
redemption date, interest with respect to the Bonds to be redeemed shall cease to accrue and
become payable. All money held by or on behalf of the Bond Registrar for the redemption of
Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the
provisions of this Section 5 shall be cancelled upon surrender thereof and be delivered to or upon
the order of the County and the District. All or any portion of a Bond purchased by the County
or the District shall be cancelled by the Bond Registrar.
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(vii) Bonds No Loner Outstanding. When any Bonds (or portions thereof),
which have been duly called for redemption prior to maturity under the provisions of this
Resolution, or with respect to which irrevocable instructions to call for redemption prior to
maturity at the earliest redemption date have been given to the Bond Registrar, in form
satisfactory to it, and sufficient monies shall be held by the Bond Registrar irrevocably in trust
for the payment of the redemption price of such Bonds or portions thereof, and, accrued interest
with respect thereto to the date fixed for redemption, all as provided in this Resolution, then such
Bonds shall no longer be deemed Outstanding and shall be surrendered to the Bond Registrar for
cancellation.
(c) Book-Entry S s1tem_.
(i) The Bonds shall be initially registered in the name of"Cede& Co.," as
nominee of DTC, and shall be initially issued as one Bond for each of the maturities of the
Bonds in the Principal Amounts set forth in Section 5(a), and DTC is hereby appointed
depository for the Bonds, and registered ownership of the Bonds may not thereafter be
transferred except as provided in this Section 5(c).
(ii) Registered ownership of the Bonds, or any portion thereof, may not
thereafter be transferred except:
(A) To any successor of Cede& Co., as nominee of DTC, or its
nominee, or to any substitute depository designated pursuant to clause(B) of this
section(a"substitute depository); provided,that any successor of Cede & Co., as
nominee of DTC or substitute depository, shall be qualified under any applicable
laws to provide the services proposed to be provided by it;
(B) To any substitute depository not objected to by the County, upon
(1)the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or (2) a determination by the County
to substitute another depository for DTC (or its successor) because DTC or its
successor (or any substitute depository or its successor) is no longer able to carry
out its functions as depository; roa vided, that any such substitute depository shall
be qualified under any applicable laws to provide the services proposed to be
provided by it; or
(C) To any person as provided below, upon (1)the resignation of DTC
6r its successor (or substitute depository or its successor) from its functions as
depository, or (2) a determination by the County to remove DTC or its successor
(or any substitute depository or its successor) from its functions as depository.
(iii) In the case of any transfer pursuant to clause(A) or clause(B) of
subsection(ii) hereof, upon receipt of the Bonds by the Bond Registrar, together with a Written
Request of the County to the Bond Registrar, a new Bond for each maturity shall be executed
and delivered in the aggregate Principal Amount of the Bonds then Outstanding registered in the
name of such successor or such substitute depository, or their nominees, as the case may be, all
as specified in such Written Request of the County. In the case of any transfer pursuant to
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clause (C) of subsection(ii)hereof, upon receipt of the Outstanding Bonds by the Bond Registrar
together with a Written Request of the County, new Bonds shall be executed and delivered in
such Principal Amounts, numbered in the manner determined by the Bond Registrar and
registered in the names of such persons as are requested in such Written Request of the County,
subject to the limitations of this Section 5(c) and date of receipt of such a Written Request of the
County, and thereafter, Bonds shall be transferred pursuant to Section 7 hereof; provided, that
the Bond Registrar shall not be required to deliver such new Bonds within a period less than
sixty(60) days.
(iv) The County and the Bond Registrar shall be entitled to treat the person in
whose name any Bond is registered as the owner thereof for all purposes of the Resolution and
applicable laws, notwithstanding any notice to the contrary received by the County; and the
County and the Bond Registrar shall have no responsibility for transmitting payments to,
communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds.
Neither the County nor the Bond Registrar shall have any responsibility or obligation, legal or
otherwise, to the beneficial owners or to any other party including DTC or its successor (or
substitute depository or its successor), except for the Holder of any Bonds.
(v) So long as the Outstanding Bonds are registered in the name of Cede&
Co. or its registered assigns, the County shall cooperate with Cede & Co., as sole Owner of the
Bonds, or its registered assigns in effecting payment of the principal of and interest on the Bonds
by arranging for payment in such manner that funds for such payments are properly identified
and are made immediately available on the date they are due.
SECTION 4. Sale of Bonds, Purchase Contract. The 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 Bonds at a purchase price to be set forth
therein (which purchase price shall be approved by the Treasurer-Tax Collector, this Board of
Supervisors hereby expressly delegating to such officer the authority to execute the Purchase
Contract on its behalf), is hereby approved; provided, that (i)the true interest cost for the Bonds
shall not be in excess of 8.00%; (ii)the maximum interest rate (coupon) on the Bonds shall not
be in excess of 10.00% per annum; (iii) the costs of issuance for the Bonds shall not be in excess
of$110,000; and(iv)the Bonds shall otherwise conform to the limitations specified herein.
The Purchase Contract shall recite the aggregate principal amount of the 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 Treasurer-Tax Collector (or an authorized deputy or delegate of the Treasurer-Tax
Collector) is hereby authorized and directed to accept the offer of the Underwriter when the offer
is satisfactory to the Treasurer-Tax Collector, and to execute and deliver the 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 County executing
the same, and such execution shall constitute conclusive evidence of the Treasurer-Tax
Collector's approval and this Board of Supervisors' approval of any change therein from the
form of such Purchase Contract.
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SECTION 5. Execution of Bonds. The Bonds shall be signed by the Chairperson of the
Board of Supervisors and the Treasurer-Tax Collector by their manual or facsimile signatures
and countersigned by the manual or facsimile signature of and the seal of the County affixed
thereto by the Clerk of the Board of Supervisors, all in their official capacities. No Bond shall be
valid or obligatory for any purpose or shall be entitled to any security or benefit under this
Resolution unless and until the certificate of authentication printed on the Bond is signed by the
Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be
conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered
under this Resolution and is entitled to the security and benefit of this Resolution.
SECTION b. Bond Reeistran Transfer and Exchanee. This Board does hereby
appoint Wells Fargo Bank, N.A., or such other financial institution as designated in the Official
Statement, to act as the authenticating agent, bond registrar, transfer agent and paying agent for
the Bonds.
So long as any of the Bonds remain outstanding, the District will cause the Bond
Registrar to maintain and keep at its principal office all books and records necessary for the
registration, exchange and transfer of the Bonds as provided in this Section. Subject to the
provisions of Section 7 below, the person in whose name a Bond is registered on the Bond
Register shall be regarded as the absolute Owner of that Bond for all purposes of this Resolution.
Payment of or on account of the principal of and interest on any Bond shall be made only to or
upon the order of that person; neither the District, the County nor the Bond Registrar shall be
affected by any notice to the contrary, but the registration may be changed as provided in this
Section. All such payments shall be valid and effectual to satisfy and discharge the District's
liability upon the Bonds, including interest, to the extent of the amount or amounts so paid.
Any Bond may be exchanged for Bonds of like tenor, maturity and Transfer Amount
upon presentation and surrender at the principal office of the Bond Registrar, together with a
request for exchange signed by the Owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. A Bond may be transferred on the Bond Register only upon
presentation and surrender of the Bond at the principal office of the Bond Registrar together with
an assignment executed by the Owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. Upon exchange or transfer, the Bond Registrar shall
complete, authenticate and deliver a new Bond or Bonds of like tenor and of any authorized
denomination or denominations requested by the Owner equal to the Transfer Amount of the
Bond surrendered and bearing or accruing interest at the same rate and maturing on the same
date.
If manual signatures on behalf of the County are required in connection with an exchange
or transfer, the Bond Registrar shall undertake the exchange or transfer of Bonds only after the
new Bonds are signed by officers of the County authorized to sign the Bonds by this Resolution.
In all cases of exchanged or transferred Bonds, the County shall sign and the Bond Registrar
shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All
fees and costs of transfer shall be paid by the requesting party. Those charges may be required to
be paid before the procedure is begun for the exchange or transfer. All Bonds issued upon any
exchange or transfer shall be valid obligations of the District, evidencing the same debt, and
entitled to the same security and benefit under this Resolution as the Bonds surrendered upon
that exchange or transfer.
Any Bond surrendered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be cancelled by the Bond Registrar. The District and the County
may at any time deliver to the Bond Registrar for cancellation any previously authenticated and
delivered Bonds that the District and the County may have acquired in any manner whatsoever,
and those Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the
surrender and cancellation of Bonds shall be made to the District and the County by the Bond
Registrar at least twice each calendar year. The cancelled Bonds shall be retained for a period of
time and then returned to the District or destroyed by the Bond Registrar as directed by the
District.
Neither the District, the County nor the Bond Registrar will be required to transfer or
exchange any Bonds (a) during the period from the Record Date next preceding any Bond
Payment Date to such Bond Payment Date, (b) during the period beginning with the opening of
business on the 15th business day next preceding any date of selection of Bonds to be redeemed
and ending with the close of business on the day on which the applicable notice of redemption is
given, or(c)which have been selected or called for redemption in whole or in part.
SECTION ?. Payment. Payment of interest on any Bond on any Bond Payment Date
shall be made to the Owner thereof as of the Record Date immediately preceding such Bond
Payment Date, such interest to be paid by check mailed to such Owner on the Bond Payment
Date at his or her address as it appears on the Bond Register or at such other address as he or she
may have filed with the Bond Registrar for that purpose on or before the Record Date. The
Owner of Bonds in an aggregate Principal Amount of$1,000,000 or more may request in writing
to the Bond Registrar that such Owner be paid interest on such Bonds by wire transfer to the
bank and account number on file with the Bond Registrar as of the Record Date. The principal,
and redemption premiums, if any, payable on the Bonds shall be payable upon maturity or
redemption upon surrender at the principal office of the Bond Registrar. The interest principal
and redemption premiums, if any, on the Bonds shall be payable in lawful money of the United
States of America. The Bond Registrar is hereby authorized to pay the Bonds when duly
presented for payment at maturity, and to cancel all Bonds upon payment thereof.
The Bonds are general obligations of the District and do not constitute an obligation of
the County except as provided in this Bond Resolution. No part of any fund of the County is
pledged or obligated to the payment of the Bonds.
SECTION 8. Form of Bonds. The Bonds shall be in substantially the form set forth in
Exhibit A hereto, allowing those officials executing the Bonds to make the insertions and
deletions necessary to conform the Bonds to this Resolution and to the Purchase Contract as
authorized herein.
SECTION 9. _Delivery of Bonds. The proper officials of the County shall cause the
Bonds to be prepared and, following their sale, shall have the Bonds signed and delivered,
together with a true transcript of proceedings with reference to the issuance of the Bonds, to the
original purchaser upon payment of the purchase price therefor.
9
SECTION 10. Deposit of Proceeds of Bonds. The proceeds from the sale of the
Bonds shall be paid to the County to the credit of the fund hereby created and established and to
be known as the "Series 2002 Mt. Diablo Unified School District Building Fund" (the "Building
Fund") of the District, shall be kept separate and distinct from all other District and County
funds, and those proceeds shall be used solely for the purpose for which the Bonds are being
issued and such proceeds shall be applied solely to authorized purposes which relate to the
acquisition or improvement of real property. The accrued interest, if any, and any purchase
premium received by the County from the sale of the Bonds shall be kept separate and apart in
funds hereby created and established and to be designated as the "Series 2002 Mt. Diablo
Unified School District General Obligation Bond Debt Service Fund" (the "Debt Service Fund")
and used only for payments of principal and interest on the Bonds. Any excess proceeds of the
Bonds deposited in the Building Fund and not needed for the authorized purposes set forth herein
for which the Bonds are being issued, shall be transferred to the Debt Service Fund and applied
to the payment of principal and interest on the Bonds. If, after payment in full of the Bonds,
there remain excess monies, such amounts shall be transferred to the general fiend of the District
in accordance with Section 11 hereof.
Subject to federal tax restrictions, monies in the funds created hereunder shall be invested
in any lawful investment permitted by Sections 16429.1 and 53601 of the Government Code of
the State of California (the "Government Code"), in an investment agreement the terms of which
are approved by the Treasurer-Tax Collector, or in shares in a California common law trust
established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests
exclusively in investments permitted by Section 53635 of the Government Code as it may be
amended(including the California Asset Management Program (CAMP).
Except as required below to satisfy the requirements of Section 148(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), interest earned on the investment of monies
held in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County
to pay principal and interest on the Bonds when due, and interest earned on the investment of
monies held in the Building Fund shall be retained in the Building Fund.
SECTION 11. Security for the Bonds. There shall be levied on all the taxable
property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually
during the period the Bonds are outstanding in an amount sufficient to pay the principal of and
interest on the Bonds when due, which monies when collected will be placed in the Debt Service
Fund, which fund is irrevocably pledged for the payment of the principal of and interest on the
Bonds when and as the same fall due; provided, however, that when all of the principal and
interest on all of the Bonds have been paid, any balance then remaining in said fund shall be
transferred to the general fund of the District as permitted and provided for in Section 15234 of
the Education Code of the State of California.
SECTION 12. ArbitraLre Covenant. The District will restrict the use of the proceeds
of the Bonds in such manner and to such extent, if any, as may be necessary, so that the Bonds
will not constitute arbitrage bonds under Section 148 of the Code and the applicable regulations
prescribed under that Section or any predecessor section.
10
SECTION 13. Conditions Precedent. This Board determines that all acts and
conditions necessary to be performed by the Board or to have been met precedent to and in the
issuing of the Bonds in order to make them legal, valid and binding general obligations of the
District have been performed and have been met, or will at the time of delivery of the Bonds
have been performed and have been met, in regular and due form as required by law; that the full
faith, credit and revenues of the District are pledged for the timely payment of the principal of
and interest on the Bonds; and that no statutory or constitutional limitation of indebtedness or
taxation will have been exceeded in the issuance of the Bonds.
SECTION 14. Insurance. In the event that bond insurance is purchased for the
Bonds, and to the extent that the Bond Insurer makes payment of the principal or interest on the
Bonds, it shall become the owner of such Bonds with the right to payment of principal or interest
on the Bonds, and shall be fully subrogated to all of the Owners' rights, including the Owners'
rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to
claims that were past due interest components, the Bond Registrar shall note the Bond Insurer's
rights as subrogee on the Bond Register upon receipt of a copy of the cancelled check issued by
the Bond Insurer for the payment of such interest to the Owners of the Bonds, and (ii)in the case
of subrogation as to claims for past due principal, the Bond Registrar shall note the Bond Insurer
as subrogee on the Bond Register upon surrender of the Bonds by the Owners thereof to the
Bond Insurer or the insurance trustee for the Bond Insurer.
SECTION 15. Defeasance. All or any portion of the outstanding maturities of the
Bonds may be defeased prior to maturity in the following ways:
(a) Cash: by irrevocably depositing with the County an amount of cash which
together with amounts then on deposit in the Debt Service Fund is sufficient to pay all of
the Bonds outstanding and designated for defeasance, including all principal and interest
and redemption premium, if any; or
(b) United States Obligations: by irrevocably depositing with the County,
noncallable United States Obligations together with cash, if required, in such amount as
will, in the opinion of an independent certified public accountant, together with interest to
accrue thereon and monies then on deposit in the Debt Service Fund together with the
interest to accrue thereon, be fully sufficient to pay and discharge all of the Bonds
outstanding and designated for defeasance (including all principal and interest and
redemption premiums, if any, thereon) at or before their maturity date;
then, notwithstanding that any such designated Bonds shall not have been surrendered for
payment, all obligations of the District and the County with respect to all of such designated
outstanding Bonds shall cease and terminate, except only the obligation of the County and the
Bond Registrar to pay or cause to be paid from funds deposited pursuant to paragraphs (a) or(b)
of this Section, to the Owners of such designated Bonds not so surrendered and paid all sums due
with respect thereto.
For purposes of this Section, United States Obligations means:
11
Direct and general obligations of the United States of America, or obligations that
are unconditionally guaranteed as to principal and interest by the United States of
America, including (in the case of direct and general obligations of the United
States of America) evidences of direct ownership of proportionate interests in
future interest or principal payments of such obligations. Investments in such
proportionate interests must be limited to circumstances wherein (a) a bank or
trust company acts as custodian and holds the underlying United States
obligations; (b)the owner of the investment is the real party in interest and has the
right to proceed directly and individually against the obligor of the underlying
United States obligations; and (c)the underlying United States obligations are
held in a special account, segregated from the custodian's general assets, and are
not available to satisfy any claim of the custodian, any person claiming through
the custodian, or any person to whom the custodian may be obligated; provided
that such obligations are rated or assessed "AAA" by Standard & Poor's Ratings
Group or"Aaa"by Moody's Investors Service.
SECTION 16. Rebate Fund.
(A) There shall be created and established a special fund designated the
"Series 2002 Mt. Diablo Unified School District Rebate Fund" (the "Rebate
Fund"). All amounts at any time on deposit in the Rebate Fund shall be held in
trust, to the extent required to satisfy the requirement to make rebate payments to
the United States (the "Rebate Requirement") pursuant to Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code") and the Treasury
Regulations promulgated thereunder (the "Rebate Regulations"). Such amount
shall be free and clear of any lien hereunder and shall be governed by this Section
and Section 13 hereof. The County shall be deemed conclusively to have
complied with the Rebate Requirement if it follows the written requests of the
District, and shall have no independent responsibility to, or liability resulting from
its failure to, enforce compliance by the District with the Rebate Requirement.
(B) Within 45 days of the end of every fifth Bond Year(as such term is
defined in the Tax Certificate), (1)the District shall calculate or cause to be
calculated with respect to the Bonds the amount that would be considered the
"rebate amount" within the meaning of Section 1.148-3 of the Rebate
Regulations, using as the "computation date" for this purpose the end of such five
Bond Years, and (2)upon the District's written direction, the County shall deposit
to the Rebate Fund from deposits from the District or from amounts on deposit in
the other funds established hereunder, if and to the extent required, amounts
sufficient to cause the balance in the Rebate Fund to be equal to the "rebate
amount" so calculated. The County shall not be required to deposit any amount to
the Rebate Fund in accordance with the preceding sentence, if the amount on
deposit in the Rebate Fund prior to the deposit required to be made under this
subsection(B) exceeds the "rebate amount" calculated in accordance with the
preceding sentence. Such excess may be withdrawn from the Rebate Fund to the
extent permitted under subsection (G) of this Section. The District shall not be
required to calculate the "rebate amount" within the meaning of this
12
subsection(B), with respect to all or a portion of the proceeds of the Bonds (1)to
the extent such proceeds satisfy the expenditure requirements of Section
148(f)(4)(B) or Section 148(f)(4)(C) of the Code, whichever is applicable, and
otherwise qualify for the exception of the Rebate Requirement pursuant to
whichever of said sections is applicable, (2) to the extent such proceeds are
subject to an election by the District under Section 148(f)(4)(C) (vii) of the Code
to pay a 11z%penalty in lieu of arbitrage rebate in the event any of the percentage
expenditure requirements of Section 148{f)(4)(C) are not satisfied, or (3) to the
extent such proceeds qualify for the exception to arbitrage rebate under Section
148(f)(4)(A)(ii) of the Code for amounts in a"bona fide debt service fund."
(C) Any funds remaining in the Rebate Fund after redemption of all
the Bonds and any amounts described in paragraph(2) of subsection (D) of this
Section, or provision made therefor satisfactory to the County, including accrued
interest and payment of any applicable fees to the County, shall be withdrawn by
the County and remitted to the District.
(D) Upon the written request of the District, but subject to the
exceptions contained in subsection(B) of this Section to the requirement to
calculate the "rebate amount" and make deposits to the Rebate Fund, the County
shall pay to the United States, from amounts on deposit in the Rebate Fund,
(1) Not later than 60 days after the end of (i)the fifth Bond
Year, and (ii) each fifth Bond Year thereafter, an amount that, together
with all previous rebate payments, is equal to at least 90% of the "rebate
amount" calculated as of the end of such Bond Year in accordance with
Section 1.148-3 of the Rebate Regulations; and
(2) Not later than 60 days after the payment of all Bonds, an
amount equal to 100% of the "rebate amount" calculated as of the end of
such Bond Year (and any income attributable to rebatable arbitrage
determined to be due and payable) in accordance with Section 1.148-3 of
the Rebate Regulations.
(E) In the event that, prior to the time of any payment required to be
made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to
make such payment when such payment is due, the District shall calculate the
amount of such deficiency and direct the County in a written request of the
District to deposit an amount received from the District equal to such deficiency
into the Rebate Fund prior to the time such payment is due.
(F) Each payment required to be made pursuant to subsection (D) of
this Section shall be made to the Internal Revenue Service Center, Ogden, Utah
84201, on or before the date on which such payment is due, and shall be
accompanied by Internal Revenue Service Form 8038-T.
13
(G) In the event that immediately following the calculation required by
subsection (B) of this Section, but prior to any deposit made under said
subsection, the amount on deposit in the Rebate Fund exceeds the "rebate
amount" calculated in accordance with said subsection, upon written instructions
from the District, the County shall withdraw the excess from the Rebate Fund and
credit such excess to the Debt Service Fund.
(H) The District shall retain records of all determinations made
hereunder until six years after the retirement of the last obligations of the Bonds.
(I) Notwithstanding anything in this Resolution to the contrary, the
Rebate Requirement shall survive the payment in full or defeasance of the Bonds.
SECTION 17. Other Actions. Officers of the Board and County officials and staff
are hereby authorized and directed,jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or advisable in order to
proceed with the issuance of the Bonds or related to the Refunding Bonds and otherwise carry
out, give effect to and comply with the terms and intent of this Resolution. Such actions
heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved.
SECTION 18. Resolution to Treasurer-Tax Collector. The Clerk of this Board is
hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of
Contra Costa County immediately following its adoption.
14
SECTION 19. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 21 st day of May, 2002,by the following vote:
AYES: stMSOBS unKM, cam, nese, GUVM Arm cIoIA
NOES: NM
ABSENT:
ABSTENTIONS: NM
COUNTY OF CONTRA COSTA
Chaff e s n,Board of Supervisors
[SEAL]
Attest:
r
Clerk,Board of Supervisors
15
CLERK'S CERTIFICATE
1, Lena 0' Neal Clerk of the Board of Supervisors of Contra Costa County,
California,hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the
regular meeting place thereof on May 21, 2002, of which meeting all of the members of the
Board of said County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption, and the same is now in full force and effect.
Dated: May 21 , 2O02
Clerk
Board of Supervisors
[Seal]
16
EXHIBIT A
(Form of Bond)
REGISTERED REGISTERED
NO. $
MT. DIABLO UNIFIED SCHOOL DISTRICT
(COUNTY OF CONTRA COSTA, CALIFORNIA)
GENERAL OBLIGATION BOND
(ELECTION OF 2002, SERIES 2002)
INTEREST RATE: MATURITY DATE: DATED: CUSIP NO:
—% per annum 19 ,2002
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The Mt. Diablo Unified School District (the "District") in Contra Costa County,
California (the "County"), for value received, promises to pay to the Registered Owner named
above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above,
and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated
above, on February I and August 1 of each year (the "Bond Payment Dates"), commencing
1, 2003. This bond will bear interest from the Bond Payment Date next preceding
the date of authentication hereof unless it is authenticated as of a day during the period from the
close of business on the 15th day of the calendar month preceding any Bond Payment Date (the
"Record Date") to such Bond Payment Date, inclusive, in which event it shall bear interest from
such Bond Payment Date, or unless it is authenticated on or before , in which event
it shall bear interest from . Principal and interest are payable in lawful money of the
United States of America, without deduction for the paying agent services, to the person in
whose name this bond (or, if applicable, one or more predecessor bonds) is registered (the
"Owner") on the Bond Register maintained by the Bond Registrar, initially Wells Fargo Bank,
N.A. Principal is payable upon presentation and surrender of this bond at the corporate trust
office of the Bond Registrar in . Interest is payable by check mailed by the
Bond Registrar on each Bond Payment Date to the Owner of this bond (or one or more
predecessor bonds) as shown and at the address appearing on the Register at the Record Date.
The Owner of Bonds in the aggregate principal amount of$1,000,000 or more may request in
writing to the Bond Registrar that the Owner be paid interest by wire transfer to the bank and
account number on file with the Bond Registrar as of the Record Date.
This bond is one of an authorization of$ of bonds approved for the purpose of
improving health and safety conditions of local schools, upgrading electrical systems, repairing
inadequate heating, ventilation and plumbing systems, replacing aging roofs, renovating
restrooms, improving building exteriors and grounds for safety, replacing aging portables, and
A-1
constructing and acquiring new classrooms, educational facilities and technology infrastructure,
and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith under authority of and pursuant to the laws of the State of California, and the requisite
two-thirds vote of the electors of the District cast at an election held on March 5, 2002 upon the
question of issuing bonds in the amount of $250,000,000, and the resolution of the Board of
Education of the District adopted on , 2002 (the "District Resolution"), and the
resolution of the County Board of Supervisors adopted on , 2002 (the "Bond
Resolution"). This bond and the issue of which this bond is one are payable as to both principal
and interest from the proceeds of the levy of ad valorem taxes on all property subject to such
taxes in the District, which taxes are unlimited as to rate or amount.
The bonds of this issue are general obligations of the District and do not constitute an
obligation of the County except as provided in the Bond Resolution. No part of any fund of the
County is pledged or obligated to the payment of the bonds of this issue.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the principal
office of the Bond Registrar, by the Owner or by a person legally empowered to do so, upon
presentation and surrender hereof to the Bond Registrar, together with a request for exchange or
an assignment signed by the Owner or by a person legally empowered to do so, in a form
satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions provided in
the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District,
the County and the Bond Registrar may deem and treat the Owner as the absolute owner of this
bond for the purpose of receiving payment of or on account of principal or interest and for all
other purposes, and neither the District, the County nor the Bond Registrar shall be affected by
any notice to the contrary.
Neither the District, the County nor the Bond Registrar will be required to transfer or
exchange any bonds (a) during the period from the Record Date next preceding any Bond
Payment Date to such Bond Payment Date, (b) during the period beginning with the opening of
business on the 15th business day next preceding any date of selection of Bonds to be redeemed
and ending with the close of business on the day on which the applicable notice of redemption is
given, or(c)which have been selected or called for redemption in whole or in part.
The Bonds maturing on or after , 20 are subject to redemption at the
option of the District, from any source of funds, as a whole or in part on any date on or after
, 20_, at the following Redemption Prices (expressed as percentages of the
Principal Amount of the bonds to be redeemed) plus interest accrued thereon to the dates fixed
for redemption:
Redemrstion Dates Redemption Prices
1, 20�through , 20— %
1, 20_through , 20_
1, 20�and thereafter
A-2
Reference is made to the Bond Resolution for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the bonds of
this series, the rights, duties and obligations of the District, the County, the Bond Registrar and
the Owners, and the terms and conditions upon which the bonds are issued and secured. The
Owner of this bond assents, by acceptance hereof, to all of the provisions of the Bond
Resolution.
It is certified and recited that all acts and conditions required by the Constitution and laws
of the State of California to exist, to occur and to be performed or to have been met precedent to
and in the issuing of the bonds in order to make them legal, valid and binding general obligations
of the District, have been performed and have been met in regular and due form as required by
law; that payment in full for the bonds has been received; that no statutory or constitutional
limitation on indebtedness or taxation has been exceeded in issuing the bonds; and that due
provision has been made for levying and collecting ad valorem property taxes on all of the
taxable property within the District in an amount sufficient to pay principal and interest when
due, and for levying and collecting such taxes the full faith and credit of the District are hereby
pledged.
This bond shall not be valid or obligatory for any purpose and shall not be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication below has
been signed.
A-3
IN WITNESS WHEREOF, County of Contra Costa, California, has caused this bond to
be executed on behalf of the District and in their official capacities by the manual or facsimile
signatures of the Chairperson of the Board of Supervisors of the County and the Treasurer-Tax
Collector (or his designee) of the County, and to be countersigned by the manual or facsimile
signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of the
County to be affixed hereto, all as of the date stated above.
[SEAL] COUNTY OF CONTRA COSTA, CALIFORNIA
By:
C ai a son, Board of Supervisors
By:
AT�r�eAas r ax Collector
COUNTERSIGNED:
i
B
y; �1 ,
Clerk, Board of Supervisors
A-4
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which
has been authenticated and registered on
Wells Fargo Bank,N.A.
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite
name, address and zip code of Transferee): this bond and irrevocably
constitutes and appoints attorney to transfer this bond on the books for registration thereof, with
fall power of substitution in the premises.
Dated;
Signature Guaranteed.
Commercial bank,trust company
or member of a national
securities exchange.
Notice. The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within bond in every particular, without alteration or
any change whatever, and the signature(s) must be guaranteed by a member firm
of the New York Stock Exchange or a commercial bank,or trust company.
Social Security Number, Taxpayer Identification Number or other identifying
number of Assignee;
Unless this certificate is presented by an authorized representative of The Depository
Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede& Co.,has an interest herein.
A-5
SF1 1318660x4
SAB&W LLP
Draft of 5/02/02
MT. DIABLO UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS
(ELECTION OF 2002, SERIES 2002)
PURCHASE CONTRACT
, 2002
County of Contra Costa
Treasurer-Tax Collector
625 Court Street
Martinez, California 94553
Mt. Diablo Unified School District
Board of Education
1936 Carlotta Drive
Concord, California 94519
Ladies and Gentlemen:
, as the Representative (the "Representative") of
(collectively, the"Underwriters"), does hereby offer to enter into this Purchase Contract with the
Count of Contra Costa, California, a political subdivision organized and existing under the laws
of the State of California (the "County") and the Mt. Diablo Unified School District, a school
district organized and existing under the laws of the State of California (the "District"), for the
purchase by the Underwriters and the execution,and delivery to be caused by the County and the
District of the Bonds described below. This offer is made subject to acceptance by the County
and the District prior to 11:59 p.m., California time, on the date hereof, and upon such
acceptance this Purchase Contract shall be in full force and effect in accordance with its terms
and shall be binding upon the District and the Underwriters. All terms not defined herein or in
the County Resolution, defined below, shall have the meanings set forth in the Official Statement
described below.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the
basis of the representations, warranties and covenants herein set forth, the Underwriters hereby
agree to purchase from the County and the District for reoffering to the public, and the County
and the District hereby agree to sell in the name and on behalf of the District to the Underwriters
for such purpose, all (but not less than all) of $ amount of the District's General
Obligation Bonds (Election of 2002, Series 2002) (the "Bonds"), at a net purchase price of
$ (representing the principal amount, plus an original issue premium of
$ less an underwriting discount of$ }.
SH 131$6950
In addition to the net purchase price stated above, the Underwriters agree to pay
$ (being % of par) in costs of issuance of the Bonds on behalf of the
District (as set forth in Section 15 hereof) from underwriter's gross compensation at the
time of delivery of the Bonds.
2. The Bonds. The Bonds shall be issued in fully registered form, without coupons,
in denominations of$5,000 or any integral multiple thereof. The Bonds shall (i)be dated the
date of Closing (as defined in Section 10 hereof), and (ii)mature on the dates, in the years, and
accrue interest computed at the rates as set forth in Appendix A hereto, and (iii)be subject to
redemption as set forth in Appendix A hereto,which is incorporated herein by reference.
In all other respects the Bonds shall be as described in, and shall be issued and secured
pursuant to the provisions of the Resolution of the Board of Education of the District adopted on
, 2002 (the "District Resolution") and the Resolution of the Board of Supervisors of
the County adopted on , 2002 (the "County Resolution," and, collectively with the
District Resolution, the "Resolutions"), Sections 15100 et seq., of the California Education Code
and other applicable lave (the "Act") and the authorization approved by more than 55% of the
votes cast by eligible voters within the District at an election held on March 5, 2002 to issue
general obligation bonds in an amount not to exceed $250,000,000 (the "Authorization"). All
capitalized terms used herein without definition shall have the meanings given to them in the
County Resolution.
The Bonds shall be executed and delivered under and in accordance with the provisions
of this Purchase Contract and the Resolutions and authenticated by the Paying Agent.
3. Use of Documents. The District and the County hereby authorize the
Underwriters to use, in connection with the offer and sale of the Bonds, this Purchase Contract,
the Official Statement (as defined in Section 5), the Resolutions and all information contained
herein and therein and all of the documents certificates or statements furnished by the District or
the County to the Underwriters in connection with the transactions contemplated by this
Purchase Contract.
4. Public Offering of the Bonds. The Underwriters agree to make a bona fide
public offering of all the Bonds at the initial public offering prices or yields to be set forth on the
cover page of the Official Statement. The Underwriters reserve the right to change such initial
public offering prices or yields as they deem necessary in connection with the marketing of the
Bonds, and to overallot or effect transactions that stabilize or maintain the market prices of the
Bonds at levels above those which might otherwise prevail in the open market and discontinue
such stabilizing, if commenced, at any time. In time to permit the timely Closing, the
Underwriter agrees to certify to the District in writing, in form and substance satisfactory to the
District and to Bond Counsel (as defined in Section I I(b) hereof), (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; and (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.
z
SH 13186950
5. Official Statement. The District hereby ratifies, confirms and approves of the
use and distribution by the Underwriters prior to the date hereof of the Preliminary Official
Statement relating to the Bonds, dated _ , 2002 (together with the cover page and all
appendices thereto, the "Preliminary Official Statement"). The District hereby certifies that the
Preliminary Official Statement is final as of its date for purposes of Rule 15c2-12 promulgated
under the Securities Exchange Act of 1934, as amended (the "Rule"), except for information
permitted to be omitted therefrom as permitted pursuant to the Rule. The District hereby agrees
to deliver or cause to be delivered to the Underwriters, within seven business days of the date
hereof, copies of the final Official Statement, dated the date hereof relating to the Bonds and
approved for distribution by the Resolutions (including all information previously permitted to
have been omitted by the Rule, and any amendments or supplements as have been approved by
the District and the Underwriters) (together with the cover page and all appendices, exhibits,
maps, reports and statements included therein or attached thereto, and as amended or
supplemented and delivered in accordance with this Purchase Contract, (the "Official
Statement")) in an aggregate amount not to exceed 300 copies, as requested by the Underwriters.
The Representative hereby represents that it has received and reviewed the Preliminary Official
Statement, and agrees that it will provide, consistent with the requirements of the Municipal
Securities Rulemaking Board ("MSRB") Rule G-32, for the delivery of a copy of the Official
Statement to each customer who purchases any of the Bonds during the Underwriting Period (as
such term is defined herein. As soon as practicable following receipt thereof, the Representative
shall deliver the Official Statement to all nationally recognized municipal securities information
repositories (as such term is defined in the Rule) and shall otherwise comply with all applicable
statutes and regulations in connection with this offering and sale of the Bonds, including without
limitation, MSRB Rule G-32 and the Rule. The District hereby approves of the use and
distribution by the Underwriters of the Official Statement in connection with the offer and sale of
the Bonds. The Underwriters agree that prior to the time the final Official Statement relating to
the Bonds is available, the Underwriters will send to any potential purchaser of the Bonds, upon
the request of such potential purchaser, a copy of the most recent Preliminary Official Statement.
Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt
means) not later than the first business day following the date upon which each such request is
received. The Underwriters agree that they will not confirm the sale of any Bonds unless the
confirmation of sale is accompanied or preceded by the delivery of a copy of the Official
Statement.
6. Representations, Warranties and Covenants of the District. The District
represents,warrants and covenants to the Underwriters that:
(a) Organization; Enforceability of Documents. The District is a school
district organized and operating pursuant to the Constitution and laws of the State of
California and has all necessary power and authority to enter into and perform its duties
under this Purchase Contract and the Bonds and, when executed and delivered by the
respective parties thereto, this Purchase Contract, the Continuing Disclosure Certificate,
the proposed form of which is attached as Appendix E to the Official Statement (the
"Continuing Disclosure Certificate"), the District Resolution and, when duly
authenticated by the Paying Agent, the Bonds will constitute legally valid and binding
obligations of the District, enforceable against the District in accordance with their
respective terms except as the enforcement thereof may be limited by bankruptcy,
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insolvency, reorganization, moratorium or other laws affecting the enforcement of
creditors' rights generally and by the application of equitable principles if equitable
remedies are sought.
(b) Authorization. By official action of the District prior to or concurrently
with the acceptance hereof, the District has duly approved the distribution of the Official
Statement, and has duly authorized and approved the execution and delivery of this
Purchase Contract, the Continuing Disclosure Certificate, the District Resolution and the
Bonds, the performance by the District of the obligations on its part contained therein and
the consummation by the District of all other transactions contemplated by the Official
Statement, the District Resolution and this Purchase Contract.
(c) No Conflicts. The execution and delivery of this Purchase Contract, the
Continuing Disclosure Certificate, the District Resolution and the Bonds, the approval of
the Official Statement and compliance with the provisions on the District's part contained
herein will not conflict with or constitute a breach of or default under any law,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the District is a party or is otherwise
subject, nor will any such execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the properties or assets of the District under the terms of
any such law, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument.
(d) Correct Information. Both at the date hereof and at the date of Closing,
the statements and information contained in the Official Statement as amended or
supplemented relating to the District and its functions, duties and responsibilities
excepting therefrom information regarding DTC and its book-entry system and
information regarding the County's investment policies, procedures and portfolio, and
information concerning any bond insurance and the bond insurer, as to all of which no
view is expressed, are and will be true and correct in all material respects (including any
financial and statistical data contained therein), and does not and will not omit any
statement or information which is necessary to make such statements and the information
therein, in the light of the circumstances under which they were made, not misleading in
any material respect.
(e) Consents. Except as may be required under blue sky or other securities
laws of any state, or has already been obtained, and except for actions of the County
necessary for consummation of the transactions contemplated hereby, there is no consent,
approval, authorization, other order of, or filing with, or certification by, any regulatory
authority having jurisdiction over the District required for the issuance, sale or validity of
the Bonds or the consummation by the District of the other transactions contemplated by
the Official Statement and this Purchase Contract in connection with the issuance of said
Bonds.
(f) Litigation. There is no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, governmental agency, public board or body,
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pending or, to the best knowledge of the District, threatened against the District
(i) affecting the existence of the District or the titles of its officers required to approve or
sign documents necessary for the delivering of the Bonds, to their respective offices or
seeking to prohibit, restrain or enjoin the issuance of the Bonds or the execution and
delivery of, the Continuing Disclosure Certificate or this Purchase Contract; (ii) affecting
delivery of the Bonds; (iii) in any material way contesting or affecting the validity or
enforceability of the Bonds, the District Resolution, the Continuing Disclosure Certificate
or this Purchase Contract, (iv)contesting the powers of the District or its authority to
enter into, adopt or perform its obligations under any of the foregoing, including, but not
limited to, the consummation of the transactions contemplated in the Official Statement,
or contesting in any material way the completeness or accuracy of the Preliminary
Official Statement or the Official Statement, or any amendment or supplement thereto,
(v) seeking to restrain or enjoin the sale, issuance or delivery of any of the Bonds, the
application of the proceeds of the sale of the Bonds, or the collection of the ad valorem
tax authorized to be levied to pay the principal of and interest on or accreted value of the
Bonds, or the application thereof, or(vi) except for litigation disclosed in the Preliminary
Official Statement wherein an unfavorable decision, ruling or finding would materially
adversely affect the validity or enforceability of the Bonds, the Continuing Disclosure
Certificate or this Purchase Contract, or in which a final adverse decision could
materially adversely affect the operations of the District.
(g) Blue Sky. The District will furnish such information, execute such
instruments and take such other action in cooperation with the Underwriters as the
Underwriters may reasonably request in order (1)to qualify the Bonds for offer and sale
under the blue sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriters may designate and (2)to determine
the eligibility of the Bonds for investment under the laws of such states and other
jurisdictions, and will use its best efforts to continue such qualification in effect so long
as required for distribution of the Bonds; provided, however, that in no event will the
District be required to take any action which would subject it to general or unlimited
service of process in any jurisdiction in which it is not now so subject.
(h) Change in Information. If between the date of this Purchase Contract and
the date of the Closing an event occurs, of which the District has or reasonably should
have knowledge, which could cause the information relating to the District, its functions,
duties and responsibilities contained in the Official Statement, as then supplemented or
amended, to contain an untrue statement of a material fact or to omit to state a material
fact required to be stated therein or necessary to make such information therein, in the
light of the circumstances under which it was presented, not misleading, the District will
notify the Underwriters and if in the reasonable opinion of the Underwriters, such event
requires the preparation and publication of a supplement or amendment to the Official
Statement, the District will cooperate with the Underwriters in the preparation of an
amendment or supplement to the Official Statement in a form and manner approved by
the Underwriters, provided, however, that all expenses thereby incurred will be paid for
by the District and provided, further, that the Underwriters will obtain the District's prior
approval before any such expense is incurred.
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SM 13186950
(i) Tax Covenants. The District covenants that it will take any and all action
and will cause any and all action to be taken in order to ensure compliance with the
provisions contained in the tax certifications described in Section 11(d)(16)hereof.
0) No Violation of Debt Limitation. To the best knowledge of the District, it
has not been, is not presently and, as a result of the sale, issuance and delivery of the
Bonds, will not be in violation of any debt limitation, appropriation limitation or any
other provision of the California Constitution that would materially adversely affect the
District's obligations under this Purchase Contract.
(k) Certificates. Any certificate signed by any officer of the District and
delivered to the Underwriters shall be deemed a representation and warranty by the
District to the Underwriters as to the statements made therein and the person signing the
same shall do so in the person's official capacity and not in the person's individual
capacity.
(1) Supplements to Official Statement. The District undertakes that until the
end of the Underwriting Period, it will (i) apprise the Underwriters of all material
developments, if any, occurring with respect to the District and (ii) if requested by the
Underwriters, prepare a supplement to the Official Statement in respect of any such
material event; provided, however, that the out-of-pocket costs and expenses, including
legal fees and expenses, associated with providing any such supplement, will be borne by
the Underwriters. Unless otherwise notified in writing by the Underwriters, the District
may assume that the end of the Underwriting Period occurs on the date the District
delivers the Bonds to the Underwriters.
For purposes of this Purchase Contract, the end of the Underwriting Period shall
mean the date of Closing, unless the Underwriters shall notify the District on or prior to
the date of Closing to the contrary, and in any event not later than 25 days after the date
of Closing.
(m) The District will undertake, pursuant to the District Resolution and the
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 Official Statement and in Appendix E thereto.
7. Representations, Warranties and Covenants of the County. The County
represents,warrants and covenants to the Underwriters that.
(a) Organization, Enforceability of Documents. The County is a political
subdivision organized and operating pursuant to the Constitution and laws of the State of
California and has all necessary power and authority to enter into and perform its duties
under the Bonds and this Purchase Contract and, when duly authorized, executed and
delivered by the respective parties thereto, this Purchase Contract and the County
Resolution will constitute legally valid and binding obligations of the County,
enforceable against the County in accordance with their respective terms except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
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moratorium or other laws affecting the enforcement of creditors' rights generally and by
the application of equitable principles if equitable remedies are sought.
(b) Authorization. By official action of the County prior to or concurrently
with the acceptance hereof, the County has duly authorized and approved the execution
and delivery of this Purchase Contract, the County Resolution and the Bonds, the
performance by the County of the obligations on its part contained therein and the
consummation by the County of all other transactions contemplated by the County
Resolution and this Purchase Contract.
(c) No Conflicts. The execution and delivery of this Purchase Contract, the
County Resolution and the Bonds, and compliance with the provisions on the County's
part contained therein will not in any material respect conflict with or constitute a breach
of or default under any law, administrative regulation,judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the County is a
party or is otherwise subject, nor will any such execution, delivery, adoption or
compliance result in the creation or imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of the properties or assets of
the County under the terms of any such law, administrative regulation,judgment, decree,
loan agreement, indenture, bond, note, resolution, agreement or other instrument, except
as may be created by this purchase Contract and the County Resolution.
(d) Correct Information. Both at the date hereof and at the date of Closing,
the statements and information provided by the County and contained in the Official
Statement as amended or supplemented relating to the County as to its functions, duties
and responsibilities are and will be true and correct in all material respects and will not
omit any statement or information which is necessary to make such statements and
information contained in the Official Statement pertaining to the County, in the light of
the circumstances under which they are made, not misleading in any material respect.
(e) Consents. All authorizations, consents or approvals of, or filings or
registrations, if any, with any governmental authority or court necessary for the valid
execution and delivery by the County of the Bonds will have been duly obtained or made
prior to the execution and delivery of the Bonds (and disclosed to the Underwriters),
provided, however, that no representation is made by the County as to compliance with
federal or state blue sky or similar securities laws of any state in connection with the
offering, sale or issuance of the Bonds.
(f) Liti ag tion. To the best knowledge of the County, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, pubic board or body, pending or, threatened against the County
(i) affecting the existence of the County or the titles of those officers of the County who
have signed or who are required to sign certificates and other documents in connection
with the delivery of the Bonds, to their respective offices or seeking to prohibit, restrain
or enjoin the execution of the Bonds or this purchase Contract; (ii) affecting delivery of
the Bonds; (iii) in any way contesting or affecting the validity or enforceability of the
Bonds, the County Resolution or this purchase Contract, (iv) contesting the powers of the
7
County or its authority to enter into, adopt or perform its obligations under any of the
foregoing, including, but not limited to, the consummation of the transactions
contemplated in the Official Statement, or contesting in any way the completeness or
accuracy of the Preliminary Official Statement or the Official Statement, or any
amendment or supplement thereto; (v) seeking to restrain or enjoin the sale, issuance or
delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, or
the levy or collection of the ad valorem tax authorized to be levied to pay the principal of
and interest on the Bonds, or the application thereof; or (vi)wherein an unfavorable
decision, ruling or finding, would materially adversely affect the validity or
enforceability of the County Resolution or this Purchase Contract.
(g) Blue Ski. The County will furnish such information, execute such
instruments and take such other action in cooperation with the Underwriters as the
Underwriters may reasonably request in order (1)to qualify the Bonds for offer and sale
under the blue sky or other securities laws and regulations of such states and other
jurisdictions of the United States as the Underwriters may designate and (2)to determine
the eligibility of the Bonds for investment under the laws of such states and other
jurisdictions, and will use its best efforts to continue such qualification in effect so long
as required for distribution of the Bonds; provided, however, that in no event will the
County be required to render any opinion as to compliance with or any action required
under the securities or blue sky laws or regulations of any jurisdiction in connection with
the purchase or distribution of the Bonds by the Underwriter, nor be required to take any
action which would subject it to general or unlimited service of process in any
jurisdiction in which it is not now so subject.
(h) Change in Information. Subject to Section—of the County Resolution, if
between the date of this Purchase Contract and the date of the Closing an event occurs, of
which the County has or reasonably should have knowledge, which could cause the
information relating to the County, its functions, duties and responsibilities contained in
the Official Statement, as then supplemented or amended, to contain an untrue statement
of a material fact or to omit to state a material fact required to be stated therein or
necessary to make such information therein, in the light of the circumstances under which
it was presented, not misleading, the County will notify the District and the Underwriters
and if in the opinion of the Underwriters, such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the County will
cooperate with the District and the Underwriters in the preparation of an amendment or
supplement to the Official Statement in a form and in a manner approved by the
Underwriters, provided all expenses thereby incurred will be paid for by the District and
provided, further, that the Underwriters will obtain the District's prior approval before
any such expense is incurred.
(i) Tax Covenants. The County covenants that it will take any and all action
and will cause any and all action known to the County to be required to be taken in order
to ensure compliance with the provisions contained in the tax certifications described in
Section I I(d)(16) hereof.
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(j) Certificates. Any certificate signed by any officer of the County and
delivered to the Underwriters shall be deemed a representation and warranty by the
County to the Underwriters as to the statements made therein but not of the person
signing the same in the person's individual capacity.
(k) Supplements to Official Statement. The County undertakes that until the
end of the Underwriting Period, it will (i) apprise the Underwriters of all material
developments, if any, occurring with respect to the County's obligations under the
County Resolution and this Purchase Contract as related to the authorization and issuance
of the Bonds, and (ii) if requested by the Underwriters, cooperate in the preparation of a
supplement to the Official Statement in respect of any such material event; provided,
however, that the out-of-pocket costs and expenses, including legal fees and expenses,
associated with providing any such Supplement, will be borne by the Underwriters.
Unless otherwise notified in writing by the Underwriters, the County may assume that the
end of the Underwriting Period occurs on the date the County delivers the Bonds to the
Underwriters.
For purposes of this Purchase Contract, the end of the Underwriting Period shall
mean the date of Closing, unless the Underwriters shall notify the County on or prior to
the date of Closing to the contrary, and in any event not later than 25 days after the date
of Closing.
8. Representations, Warranties and Covenants of the Underwriters. The
Underwriters represent to and agree with the County and the District that, as of the date hereof
and as of the date of the Closing:
(a) The Representative is duly authorized to execute this Purchase Contract
and the Underwriters are duly authorized to take any action under the Purchase Contract
required to be taken by them; and
(b) The Representative has not had any financial advisory relationship with
the District or the County with respect to the Bonds, and no investment firm controlling,
controlled by or under the common control with respect to the Representative has or has
had any such financial advisory relationships.
(c) The Representative is in compliance with MSRB Rule G-37 with respect
to the issuance of the Bonds, and is not prohibited thereby from acting as underwriter
with respect to securities of the District.
(d) The Representative reasonably believes that the District's undertaking
pursuant to Sections 5 and 11(d)(12) hereof to provide continuing disclosure with respect
to the Bonds is sufficient to effect compliance with the Rule.
9. Covenants of the County and the District. The County, on behalf of the
District, and the District respectively covenant and agree with the Underwriters that the County
will punctually pay or cause to be paid the principal of and interest on or accreted value of the
Bonds in strict conformity with the terms of the County Resolution and District Resolution and
the Bonds and the County and the District will faithfully observe and perform all of the
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