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HomeMy WebLinkAboutMINUTES - 06271995 - C87 RESOLUTION NO.9 5/2 9 2 Dated.-June 273% 1995 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE MARTINEZ UNIFIED SCHOOL DISTRICT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING FORMS OF OFFICIAL NOTICE OF SALE AND OF NOTICE OF INTENTION TO SELL BONDS, DELEGATING TO THE COUNTY TREASURER AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, the Board of Trustees of Martinez Unified School District of Contra Costa County, California (herein called the "District"), duly called and an election was regularly held in the District on June 6, 1995, at which the following proposition was submitted to the electors of the district: "Shall the Martinez Unified School District issue bonds in the amount of $23,000,000 to renovate Martinez Junior High School, modernize, construct, acquire or replace school facilities, improve school grounds, finance sewer and drainage projects for school property, and provide for long term capital improvements district-wide, which bonds shall bear interest at a rate not to exceed the legal limit, and shall mature no later than August 2014, the final maturity of the District's currently outstanding bonds?"; and WHEREAS, more than two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, the Board of Trustees of the District has requested this Board of Supervisors to offer for sale on July 26, 1995, a series of general obligation bonds of said issue and to designate such bonds the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995" in an aggregate principal amount not to exceed $12,000,000, according to the terms and in the manner set forth in a resolution duly adopted by the Board of Trustees of the District on June 22, 1995, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and SF2-45348.1 41876-1-JMH-06/13/95 WHEREAS, this Board of Supervisors has determined that it is necessary and desirable that bonds of said authorized issue be issued and sold for the purposes for which authorized and on the terms and conditions set forth in said resolution of the Board of Trustees of the District; and WHEREAS, there have been submitted and are on file with the Clerk of this Board of Supervisors proposed forms of an Official Notice of Sale of Bonds and a Notice of Intention to Sell Bonds, with respect to not to exceed $12,000,000 aggregate principal amount of Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995, proposed to be sold; NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY THAT: Section 1. All of the above recitals are true and correct. Section 2. The resolution of the Board of Trustees of the District adopted on June 22, 1995, is incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as only herein otherwise expressly provided. Section 3. This Board of Supervisors hereby authorizes, on behalf of the Martinez Unified School District, the sale on July 26, 1995 (or on such other date as shall be determined by the Treasurer-Tax Collector of the County (the "County Treasurer") upon consultation with the Superintendent of the District and the financial advisor to the District, so long as such date is not later than August 10, 1995), of not to exceed $12,000,000 aggregate principal amount of general obligation bonds of the District, and designates said bonds to be sold as the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995" (the "Series 1995 Bonds" or the "Bonds"). The Bonds shall be issued in the principal amounts and maturing in the years as further described herein. Section 4. The Bonds shall be issued in fully registered form without coupons, in the denomination of$5,000 or any integral multiple thereof(provided that no Bond shall have principal maturing on more than one principal maturity date). The Bonds shall be dated August 1, 1995, shall bear interest at a rate not to exceed twelve per cent (12%)per annum (the exact rate or rates to be determined upon sale of the Series 1995 Bonds), such interest to be payable commencing on February 1, 1996, and semiannually thereafter on February 1 and August 1 of each year. The Series 1995 Bonds shall be initially registered in the name of"Cede & Co.," as nominee of The Depository Trust Company, New York, New York, and shall be initially issued in the principal amounts set forth in the Official Notice of Sale. The Depository Trust Company is hereby appointed depository for the Series 1995 Bonds and registered ownership of the Series 1995 :Bonds may not thereafter be transferred except as provided in Section 8 hereof. SF2-45348.1 2 41876-1-JMH-06/13/95' The Bonds shall mature, or shall be subject to mandatory sinking fund redemption, as described in Section 5(b) hereof, on August 1 of each of the years from and including 1996 to and including 2014, in principal amounts to be determined by the County Treasurer upon receipt of a recommendation of the District as to such amounts, prior to distribution of the Official Notice of Sale. The maturity dates and principal amounts of each maturity of the Bonds, and the aggregate principal amount of the Bonds, shall be designated by the County Treasurer in a Certificate of Award to be completed upon the sale of the Bonds. The principal of the Bonds shall be payable in lawful money of the United States of America to the owner thereof, upon the surrender thereof at the principal corporate trust office of Bank of America National Trust and Savings Association (herein called the "Paying Agent"), in Los Angeles, California, or at such other place or places as the Paying Agent shall designate. The interest on the Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Paying Agent as the owner thereof as of the close of business on the fifteenth day of the month immediately preceding an interest payment date, whether or not such day is a business day. Each Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a date during the period from the sixteenth day of the month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date; or, unless it is authenticated on or before the fifteenth day of the month preceding the first interest payment date, in which event such Bond shall bear interest from the date thereof; provided, however, that if, at the time of authentication of any Bond, interest is in default on outstanding Bonds of said series, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Bonds. Payment of the interest on any Bond shall be made to the person appearing on the bond registration books of the Paying Agent as the owner thereof, such interest to be paid by check or draft mailed to such owner at such owner's address as it appears on such registration books or at such address as the owner may have filed with the. Paying Agent for that purpose, or upon written request of the owner of Bonds aggregating not less than $1,000,000 in principal amount, given no later than the fifteenth day of the month immediately preceding the applicable interest payment date, by wire transfer in immediately available funds at an account maintained in the United States at such wire address as such owner shall specify in its written request. So long as Cede & Co. or its registered assigns shall be the registered owner of the Series 1995 Bonds, payment shall be made by wire transfer as provided in Section 8(d) hereof. Only such of the Series 1995 Bonds as shall bear a certificate of authentication and registration in the form hereinafter recited, executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series 1995 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. The Paying Agent shall assign each Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which SF245348.2 3 41876-1-JMH-06/15/95 shall be available to the District and the County of Contra Costa (herein called the "County") for inspection. Section 5. (a) Optional Redemption: Bonds maturing on or before August 1, 2003, are not subject to optional redemption prior to their respective stated maturity dates. Bonds maturing on and after August 1, 2004, are subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole on any date, or in part on any interest payment date, on or after August 1, 2003. If less than all of the Bonds are called for redemption, such Bonds shall be redeemed in inverse order of maturities, and if less than all of the Bonds of any given maturity are called for redemption, the portions of such Bonds of a given maturity to be redeemed shall be determined by lot. Bonds shall be redeemed at the following redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption), together with interest accrued thereon to the date of redemption: Redemption Date Redemption Price August 1, 20C13 through July 31, 2004 102% August 1, 2004 through July 31, 2005 101 August 1, 2005 and thereafter 100 The "redemption date" is that date on which the Bonds which are called are to be presented for redemption. (b) Mandatory Sinking Fund Redemption: The Bonds shall also be subject to mandatory sinking fund redemption (in accordance with specifications to be contained the Official Notice of- Sale, described in Section 13 hereof) as shall be determined by the County Treasurer upon consultation with the Superintendent of the District and the financial advisor to the District, and the terms of such redemption shall be designated in the Certificate of Award to be completed upon the sale of the Bonds. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of any redemption of Bonds shall be mailed, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) to the respective registered owners thereof at the addresses appearing on the bond registration books, (ii) to the Securities Depositories specified below, and (iii) to one or more of the Information Services specified below. Notice of redemption to the Securities Depositories and the Information Services shall be given by registered mail. Each notice of redemption shall (a) state the date of such notice; (b) state the name of the Bonds and the date of issue of the Bonds; (c) state the redemption date; (d) state the redemption price; (e) state the dates of maturity of the Bonds to be redeemed, and, if less than all of the Bonds of any such maturity are to be redeemed, the distinctive numbers of the Bonds of such maturity to be redeemed, and in the case of Bonds SF2-45348.1 4 41876-1-IMH-06/13/95 redeemed in part only, the respective portions of the principal amount thereof to be redeemed; (f) state the CUSIP number, if any, of each maturity of Bonds to be redeemed; (g) require that such Bonds be surrendered by the owners at the principal corporate trust office of the Paying Agent in Los Angeles, California, or at any other place or places designated by the Paying Agent; and (h) give notice that further interest on such Bonds will not accrue after the designated redemption date. For the purposes of this Section 5, Information Services shall mean: Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor Jersey City, New Jersey 07302 Attention: Editor Kenny Information Services' "Called Bond Service" 55 Broad Street, 28th Floor New York, New York 10004 Moody's "Municipal and Government" 99 Church Street, 8th Floor New York, New York 10007-2796 Attention: Municipal News Reports Standard and Poor's "Called Bond Record" 25 :Broadway, 3rd Floor New York, New York 10004 Securities Depositories shall mean: The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Fax: (516) 227-4039 or 4190 Midwest Securities Trust Company Capital Structures - Call Notification 440 South LaSalle Street Chicago, Illinois 60605 Fax: (312) 663-2343 Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 SF2A5348.1 5 41876-1-JMH-06/13/95 Attention: Bond Department Fax: (215) 496-5058 or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds and/or such other securities depositories, or no such services or depositories, as the District may designate in a certificate delivered to the County Treasurer. The actual receipt by the owner of any Bond (hereinafter referred to as "Bondowner") or by any Information Service or Securities Depository of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice mailed, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. The notice or notices required for redemption shall be given by the Paying Agent, upon the written request of the District or the County. A certificate of the Paying Agent, the District or the County Treasurer that notice of call and redemption has been given to Bondowners and to the appropriate Securities Depositories and Information Services as herein provided shall be conclusive as against all parties, and no Bondowner whose Bond is called for redemption may object thereto or object to the cessation of interest on the fixed redemption date by any claim or showing that said Bondowner failed to actually receive such notice of call and redemption. (d) The Series 1995 Bonds shall be paid from the Interest and Sinking Fund of the District as provided for in Section 15146 of the Education Code. Prior to the time the Board of Trustees of the District determines to call and redeem any of the Series 1995 Bonds there shall be established in the accounting records of the District a Redemption Fund to be described or known as the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995, Redemption Fund," and prior to or on the redemption date there shall be set aside in said Redemption Fund monies available for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Monies set aside in said Redemption Fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds. Any interest due on or prior to the redemption date shall be paid from the Interest and Sinking Fund provided for herein. If, after all of the Series 1995 Bonds have been redeemed and cancelled or paid and cancelled, there are; monies remaining in said Redemption Fund or held by the Paying Agent in trust for the payment of redemption price of the Series 1995 Bonds, said monies shall be transferred to the Interest and Sinking Fund of the District for payment of any outstanding general obligation bonds of the District; provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no general obligation bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District in the manner provided by law. SF2.45348.1 6 41876-1-JMH-06/13/95 When notice of redemption has been given, substantially as provided for herein, and when the amount necessary for the payment of the principal of and premium, if any, on the Series 1995 Bonds to be redeemed is set aside for such purposes in the Redemption Fund, as provided for herein, the Series 1995 Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and upon presentation and surrender of said Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice, and the owners of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the premium thereon only to said Redemption Fund. All Bonds redeemed shall be cancelled forthwith by the Paying Agent or the County Treasurer and shall not be reissued. (e) If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Bondowners of all outstanding Bonds all of the principal, interest and premium, if any, represented by Series 1995 Bonds at the times and in the manner provided herein and in the Series 1995 Bonds, or as otherwise provided by law, then such Bondowners shall cease to be entitled to the obligation of the District as provided in Section 12 hereof, and such obligation and all agreements and covenants of the District and of the County Treasurer to such Bondowners hereunder and under the Series 1995 Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal, interest and premium, if any, represented by the Series 1995 Bonds, but only out of monies on deposit in the Interest and Sinking Fund or otherwise held in trust for such payment; and provided further, however, that the provisions of Section 6 hereof shall apply in all events. Section 6. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Series 1995 Bonds and remaining unclaimed for two years after the principal of all of the Series :1995 Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the Interest and Sinking Fund of the District for payment of any outstanding general obligation bonds of the District; or, if no general obligation bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District in the manner provided by law. Section 7. The Series 1995 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of said Clerk or of the County Treasurer, and the official seal of this Board of Supervisors shall be printed or impressed upon each of the Bonds. The Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent. Section 8. (a) The Series 1995 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of the Series 1995 Bonds, or any portion thereof, may not thereafter be transferred except: SF245348.1 7 41876-1-JMH-06/13/95 (i) To any successor of Cede & Co., as nominee of The Depository Tnist Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by i O t; (ii) To any substitute depository not objected to by the County, upon (1) the resignation. of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) hereof, upon receipt of the outstanding Bonds by the Paying Agent, together with a written request of the County, a new Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 1995 Bonds then outstanding, and registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the County. In the case of any transfer pursuant to clause (iii) of subsection (a) hereof, upon receipt of the outstanding Bonds by the Paying Agent together with a written request of the County, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such written request of the County, subject to the limitations of Section 4 and the receipt of such a written request of the County, and thereafter, the Series 1995 Bonds shall be transferred pursuant to the provisions set forth in this resolution; provided, that the Paying Agent shall not be required to deliver such new Bonds within fewer than sixty (60) days. (c) The County and the Paying Agent shall be entitled to treat the person in whose name any Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the Paying Agent or the County; and the County and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with, any beneficial owners of the Series 1995 Bonds. Neither the County nor the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except as the holder of any Bonds. SF2-45348.1 8 41876-1-JMH-06/13/95 (d) So long as the outstanding Bonds are registered in the name of Cede&Co. or its registered assigns, the County and the Paying Agent shall cooperate with Cede & Co. or its registered assigns, as sole holder, in effecting payment of the principal and interest on the Series 1995 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. (e) Any Bond may, in accordance with its terms, be transferred upon the books required to be kept pursuant to the provisions of Section 10 hereof, by the person in whose name it is registered, in person or by the duly authorized attorney of such person, upon surrender of such]Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute (as provided in Section 7) and the Paying Agent shall authenticate and deliver a new Bond or Bonds of the same series and maturity, for a like aggregate principal amount. The Paying Agent shall require the payment by the Bondowner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of a Series 1995 Bond shall be required to be made by the Paying Agent during the period from the sixteenth day of the month next preceding any interest payment date, or date for which such Series 1995 Bond has been selected for redemption in whole or in part, to and including such interest payment date or redemption date. Section 9. Series 1995 Bonds may be exchanged at the office of the Paying Agent for a like aggregate: principal amount of Bonds of other authorized denominations of the same series and maturity. The Paying Agent shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange.of Bonds shall be required to be made by the Paying Agent during the period from the sixteenth day of the month next preceding any interest payment date, or date for which such Bond has been selected for redemption in whole or in part, to and including such interest payment date or redemption date. Section 10. The Paying Agent will keep or cause to be kept, at its principal corporate trust office sufficient books for the registration and transfer of the Series 1995 Bonds, which shall at all gimes be open to inspection by the District and the County, and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred on said books, Bonds as hereinbefore provided. Section 11. The Series 1995 Bonds, including the Paying Agent's certificate of authentication and registration and the form of assignment to appear thereon, shall be in substantially the fonn attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion SF2.45348.1 9 41876-1-JMH-06/13/95 of the text of any Bond is printed on the reverse of the Bond, the following legend shall be printed on the Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SATAE EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." Section 12. The Series 1995 Bonds represent the general obligation solely of the District. The money for the redemption of the Series 1995 Bonds and payment of principal of and interest on the: Series 1995 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for the levy and collection of such taxes in the manner provided by law and for such redemption and payment out of the Interest and Sinking Fund of the District. Section 13. The form of proposed Official Notice of Sale inviting bids for the Series 1995 Bonds, in substantially the form on file with the Clerk of this Board of Supervisors, is hereby approved and adopted as the Official Notice of Sale inviting bids for the Series 1995 Bonds. The County Treasurer is hereby authorized to complete the Official Notice of Sale by inserting therein the maturity schedules for the Series 1995 Bonds before the distribution of the Official Notice of Sale, and proposals shall be received on behalf of the Clerk of this Board of Supervisors on July 26, 1995 (or on such other date as shall be determined by the County Treasurer, so long as such date is not later than August 10, 1995), at the hour and place designated in said Official Notice of Sale by the County Treasurer upon consultation with the Superintendent of the District and the financial advisor to the District, for the purchase of the Series 1995 Bonds for cash at not less than their principal amount plus accrued interest thereon to the date of their delivery, and at the interest rate or rates to be designated in the bid. Kelling, Northcross & Nobriga, 1333 Broadway, Suite 1000, Oakland, financial advisor to the District, is hereby authorized and directed to cause to be mailed to prospective bidders for the Series 1995 Bonds copies of said Official Notice of Sale, subject to such corrections, revisions or additions hereafter deemed necessary by the Superintendent of the District and as may be acceptable to the County Counsel of the County. Section 14. (a) The form of proposed Notice of Intention to Sell Bonds in substantially the form on file with the Clerk of this Board of Supervisors is hereby approved and adopted as the Notice of Intention to Sell Bonds, and the Clerk of this Board of Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell Bonds, subject to such corrections, revisions or additions as may be deemed necessary by the Superintendent of the District and as may be acceptable to the County Counsel of the County, to be published once at least fifteen days before the date of sale in THE BOND BUYER and to be published, beginning on a date: no later than the date fourteen days prior to the date of sale, once a week, on the same day of each week, for at least two weeks in the Contra Costa Times, a newspaper of general circulation published in the County. (b) The County Treasurer or his designee, as delegate of this Board of Supervisors, is hereby authorized to accept the best responsive bid for the Series 1995 Bonds, so long as such bid shall provide a true interest cost (as described in the Official Notice of Sale) to the District of not to exceed ten percent (10%) per annum and the price to be paid for the Bonds shall not be less than the par value thereof, or to reject all bids; and if such true interest SF2-45348.1 10 41876-1-JMH-06/13/95 cost and price are acceptable to the County Treasurer, the County Treasurer or his designee is hereby authorized and directed, on behalf of the District and the County, to award the sale of the Series 1995 Bonds to the maker of the best responsive bid, all as provided in the Official Notice of Sale. Section 15. The District has represented that it shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the.Series 1995 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the generality of the foregoing, the District has covenanted that it will comply with the requirements of the Tax Certificate of the: District with respect to the Series 1995 Bonds, to be entered into by the District as of the date of issuance of the Series 1995 Bonds, and further stipulates that such representation and covenant shall survive payment in full or defeasance of the Series 1995 Bonds. Section 16. The Chair of this Board of Supervisors, the Clerk of this Board of Supervisors, the County Auditor/Controller and the,County Treasurer and the designees of any of them, shall be and they are hereby authorized and directed to execute and deliver any and all certificates and representations, approved as to form by County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 1995 Bonds, necessary and desirable to accomplish the transactions set forth above. SF2.45348.1 1 1 41876-1-JMx-06/13/95 Section 17. This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this _27th day of June 1995, by the following vote: AYES: Supervisors Rogers , Smith, DeSaulnier , Torlakson, Bishop NOES: None ABSENT: None Chair of the Board of Supervisors ATTE.M., Df%iX Batchelor, Clerk of the ' Boar'd' of Supervisors and :iCatin tT_Admini s trator Deputy ,0 the Boa;-d.of.S ervisors and-County Administrator SF2-45348.1 12 41876-1-JMH-06/13/95 EXHIBIT A [Form of Series.1995 Bond] Number Amount R $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERIES 1995 Interest Rate Maturity Date Dated as of CUSIP NO. % August 1, August 1, 1995 Registered Owner: CEDE & CO. Principal Sum: _ DOLLARS Martinez Unified School District of Contra Costa County, State of California (herein called the "District"), acknowledges itself indebted to and promises to pay to the registered owner identified above or registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this bond (unless this bond is authenticated as of a date during the period from the sixteenth day of the month next preceding any interest payment date to such interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless this bond is authenticated on or before January 15, 1996, in which event it shall bear interest from the date hereof) at the interest rate per annum stated above, payable on February 1, 1996, and semiannually thereafter on February 1 and August 1 in each year, until payment of said principal sum. The principal hereof is payable to the registered owner hereof upon the surrender hereof at the principal corporate trust office of Bank of America National Trust and Savings Association (herein called the "Paying Agent"), the paying agent/registrar and transfer agent of the District. The interest hereon is payable to the person whose name SF2-35643.2 appears on the bond registration books of the Paying Agent as the registered owner hereof as of the close of business on the fifteenth day of the month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check or draft mailed to such registered owner at the owner's address as it appears on such registration books, or at such other address filed with the Paying Agent for that purpose. Upon written request, given no later than the fifteenth day of the month immediately preceding an interest payment date, of the owner of Bonds (hereinafter defined) aggregating at least $1,000,000 in principal amount, interest will be paid by wire transfer to an account maintained in the United States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the registered owner of this bond, payment shall be made by wire transfer as provided in the Resolution hereinafter described. This bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if any, as may be required to designate varying series, numbers, denominations, interest rates, maturities and redemption provisions), amounting in the aggregate to $ , and designated as "Martinez Unified School District General Obligation Bonds, ]Election of 1995, Series 1995" (the "Bonds"). The Bonds were authorized by a vote of more than two-thirds of the voters voting at an election duly and legally called, held and conducted in the District on June 6, 1995. The Bonds are issued and sold by the Board of Supervisors of Contra Costa County, State of California, pursuant to and in strict conformity with the provisions of the Constitution and laws of said State, and of a resolution (herein called the "Resolution") adopted by said Board of Supervisors on June 27, 1995. The Bonds are issuable as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof, provided that no Bond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series and maturity of other authorized denominations. This bond is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at said office of the Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this bond. Upon such transfer, a new Bond or Bonds of authorized denomination or denominations for the same series and same aggregate principal amount will be issued to the transferee in exchange herefor. The District and the Paying Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the District and the Paying Agent shall not be affected by any notice to the contrary. Bonds maturing on or before August 1, 2003, are not subject to optional redemption prior to their respective stated maturity dates. Bonds maturing on and after August 1, 2004, are subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole on any date, or in part on any SF2-35643.2 A-2 interest payment date, on or after August 1, 2003. If less than all of the Bonds are called for redemption, such Bonds shall be redeemed in inverse order of maturities, and if less than all of the Bonds of any given maturity are called for redemption, the portions of such Bonds of a given maturity to be redeemed shall be determined by lot. Bonds redeemed at the option of the District shall be redeemed at the following redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption), together with interest accrued thereon to the date of redemption: Redemption Date Redemption Price August 1, 2003 through July 31, 2004 102% August 1, 2004 through July 31, 2005 101 August 1, 200:5 and thereafter 100 Notice of redemption shall be given by mail not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the registered owner hereof, but neither failure to receive such notice or any defect in the notice mailed shall affect the sufficiency of the proceedings for redemption or the cessation of interest on the date fixed for redemption. If this bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue hereon from and after the date fixed for redemption. [Bonds maturing on August 1, , are subject to redemption prior to maturity in part, by lot, at the principal amount thereof plus accrued interest to the date of redemption, without premium, from mandatory sinking account payments on August 1, , and on each August 1 thereafter to and including August 1, , in the amounts and subject to the terms and conditions set: forth in the Resolution.] In reliance upon the representations, certifications and declarations of the District, the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of the District, including the amount of this bond, is within the limit provided by law, that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the laws authorizing the issuance of this bond, that this bond is in substantially the form prescribed by order of the Board of Supervisors duly made and entered on its minutes and shall represent an obligation solely of the District payable out of the interest and sinking fund of the District, and the money for the redemption of this bond, and the payment of principal of and interest thereon, shall be raised by taxation upon the taxable property of the District. This bond shall not be,entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying Agent. SF2-35643.2 A-3 IN WITNESS WHHREOF the Board of Supervisors of Contra Costa County has caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County, to be countersigned by the Clerk of said Board or the deputy of the Clerk or the deputy of the Treasurer-Tax Collector, and the seal of said Board to be placed hereon, as of the date set forth above. Chair of the Board of Supervisors of Contra Costa County [SEAL] Treasurer-Tax Collector of Contra Costa County Countersigned: [Title] Sn-35643.2 A-4 • [FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION TO APPEAR ON BONDS] This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered on , 1995. Bank of America National Trust and Savings Association, Los Angeles, California, as Paying Agent/Registrar and Transfer Agent By Authorized Officer Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [STATEMENT OF INSURANCE] SF2-35643.2 A-5 [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned registered bond and hereby irrevocably constitute(s)and appoint(s) attorney, to transfer the same on the books of the Paying Agent/Registrar and Transfer Agent with full power of substitution in the premises. Dated: Signature Guarantee: NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within registered bond in every particular, y without alteration or enlargement or any change whatsoever. SF2-35643.2 A-6 OFFICIAL NOTICE OF SALE $12,000,000* MARTINEZ UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS (County of Contra Costa, State of California) ELECTION OF 1995, SERIES 1995 NOTICE IS HEREBY GIVEN that telecommunicated proposals as well as sealed proposals will be received on behalf of the Board of Supervisors of Contra Costa County, State of California, at the offices of Orrick, Herrington & Sutcliffe, 400 Sansome Street, San Francisco, CA 94111, Second Floor Conference Room (telephone (415) _ ; facsimile telephone (415) 773-5759) on Wednesday, July 26, 1995 at 10:00 A.M. California time for the purchase of $12,000,000* principal amount of bonds of Martinez Unified School District of Contra Costa County (herein called the "District"), designated "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995" (herein called.the "Bonds") more particularly described below. If no legal bid is received for the Bonds on July 26, 1995, at the time and place specified, bids will be received for the Bonds at the same place and time on succeeding Wednesdays until the Bonds are awarded. The Bonds are part of an issue of$23,000,000 authorized at an election held in the District on June 6, 1995, and are issued under and pursuant to the provisions of Sections 15000 and following of the Education Code of the State of California and all laws amendatory thereof or supplemental thereto, and pursuant to the provisions of a resolution of the Board of Trustees of the District, adopted on June 22, 1995 and a resolution of the Board of Supervisors of Contra Costa County, adopted on June 27, 1995 (collectively, the "Resolution"), copies of which will be furnished to any interested bidder upon request. ISSUE: The bonds shall be designated the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995" (the "Bonds"). The Bonds will be issued in the principal amount of$12,000,000*, as fully registered Bonds, all dated August 1, 1995, first interest payable on February 1, 1996, and maturing on August 1 in each of the years, and in the amounts,, as shown below, in the denomination of $5,000 or any integral multiple thereof; provided, that no Bond shall have principal maturing on more than one principal payment date. * Approximate; subject to adjustment. SF2-35643.2 Maturity Date Principal Maturity Date Principal (August 1) Amount (August t 1) Amount Serial Bonds and/or Term Bonds: Bidders shall designate which maturities of Bonds shown in the table above shall be issued as serial Bonds and which as term Bonds. No serial Bonds may mature following the commencement of the first mandatory sinking fund redemption. The principal amount of the mandatory sinking fund redemption in each year shall be equal to the principal amount shown in the table above to mature in such year. BOOK-ENTRY ONLY: The Bonds shall be initially issued and registered in the name of "Cede & Co.," as nominee of The Depository Trust Company ("DTC"), New York, New York, and shall be evidenced by a Bond or Bonds for each series, if more than one series are issued, pursuant to requirements of DTC. DTC will act as securities depository for the Bonds. Individual purchases will be made in book-entry form only, and individual purchasers will not receive certificates representing their interests in the Bonds purchased. As of the date of award of the Bonds, the successful bidder must either participate in DTC or must clear through or maintain a custodial relationship with an entity that participates in DTC. INTEREST RATE: The maximum interest rate coupon bid for the Bonds may not exceed ten percent (10%). Interest is payable on February 1, 1996, and semiannually thereafter on February 1 and August 1 of each year. Interest is calculated on the basis of a 30- day month, 360-day year from the date of the Bonds. Bidders must specify the rate or rates of interest which the Bonds hereby offered for sale shall bear. Bidders will be permitted to bid a rate or rates of interest according to the following: (i) no Bond shall bear an annual rate of interest more than 3% greater than the rate borne by any other Bond; (ii) the interest rate specified in any bid must be in a multiple of one-eighth or one-twentieth of one per cent per annum and a zero rate of interest cannot be specified; SF2-35643.2 2 no Bond shall bear more than one rate of interest; (iv) each Bond shall bear interest from its date to its stated maturity date at the interest rate specified in the bid; (v) all Bonds maturing at any one time shall bear the same rate of interest; and REDEMPTION: Optional Redemption: Bonds maturing on or before August 1, 2003, are not subject to redemption prior to their respective stated maturity dates. Bonds maturing on and after August 1, 2004, are subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds, as a whole on any date, or in part on any interest payment date on or after August 1, 2003. If less than all of the Bonds are called for redemption, Bonds shall be redeemed in inverse order of maturities, and if less than all of the Bonds of any given maturity are called for redemption, the portions of Bonds of a given maturity to be redeemed shall be determined by lot. The Bonds shall be redeemed at the following redemption prices (expressed as a percentage of the principal amount of the Bonds called for redemption), together with interest accrued, if any, thereon to the date of redemption: Redemption Date Redemption Price August 1, 2003 through July 31, 2004 102% August 1, 2004 through July 31, 2005 101 August 1, 2005 and thereafter 100 Mandatory Sinking Fund Redemption: Term Bonds, if any, are further subject to redemption prior to their respective stated maturity dates, from monies in the "Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995 Mandatory Sinking Fund", on August 1 of each year for which a mandatory sinking fund redemption is specified by the successful bidder, by lot within any maturity if less than all of the Bonds of such maturity are to be redeemed, upon payment of the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium, but only in amounts equal to, and in accordance with, the schedule of the principal amounts of Bonds to be redeemed in each such year from said Mandatory Sinking Fund. PAYMENT: Principal is payable to the registered owners of the Bonds in lawful money of the United States of America at the maturity or prior redemption of the Bonds upon surrender of the Bonds at the principal corporate trust office of Bank of America National Trust and Savings Association, the paying agent/registrar and transfer agent for the Bonds (the "Paying Agent"), in Los Angeles, California, or at such other place as the Paying Agent shall specify. Interest is payable in like lawful money to the person whose name appears on the bond registration books of the Paying Agent as the registered owner hereof as of the close of business SF2-35643.2 3 on the fifteenth day of the month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check or draft mailed to such registered owner at the owner's address as it appears on such registration books; or upon written request of the owner of Bonds aggregating not less than $1,000,000 in principal amount, given no later than the fifteenth day of the month immediately preceding the applicable interest payment date, interest shall be paid by wire transfer. PURPOSE OF ISSUE: The Bonds are authorized by a vote of two-thirds of the qualified voters of the District voting at a special bond election for the purpose of raising money for authorized school purposes. SECURITY: The Bonds represent the general obligation solely of the District, and the Board of Supervisors of Contra Costa County has the power and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon all property within the District, subject to taxation by the District (except certain personal property, which is taxable at limited rates), without limitation of rate or amount. TAX EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe, San Francisco, California, based on existing statutes, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants contained in the resolutions providing for the issuance of the Bonds, the interest received by the owners.of the Bonds is excluded from gross, income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See the discussion of Tax-Exempt Status in the Official Statement hereinafter referred to. In the event that prior to the delivery of the Bonds (a) the income received by private holders from bonds of the same type and character shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse tax effect on holders of the Bonds as such, the successful bidder may, at its option, prior to the tender of the Bonds by the District, be relieved of its obligation to purchase the Bonds, and in such case the deposit accompanying its bid will be returned. For purposes of the preceding sentence, interest will be treated as excludable from gross income for federal income tax purposes whether or not it is includable as an iter of tax preference for calculating alternative minimum taxes or otherwise includable for purposes of calculating certain other tax liabilities. LEGAL, OPINION: The legal opinion of Orrick, Herrington & Sutcliffe, San Francisco, California, approving the validity of the Bonds, will be furnished to the successful bidder upon delivery of the Bonds. Copies of said opinion will be filed with DTC and with the Paying Agent. SF2-35643.2 4 TERMS OF SALE Highest Bid: The Bonds will be awarded to the responsible bidder submitting the highest responsive bid, considering the interest rate or rates specified and the premium offered, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from the total amount of interest which the District would be required to pay from the date of the Bonds to their :respective maturity dates (or mandatory term bond redemption dates) at the interest rate or rates specified in the bid, and the award will be made on the basis of the lowest net interest cost to the District. In the event that two or more bidders offer bids at the same lowest net interest cost, the District will determine by lot which bidder will be awarded the Bonds. Ri&ht of Rejection: The Board of Supervisors of Contra Costa County reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. Prompt Award: The Treasurer or his designee will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of the bids, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. Delivery and Payment: Delivery of the Bonds through the facilities of DTC will be made to the successful bidder in New York, New York, as soon as the Bonds can be prepared, which it is estimated will be on or about August 8, 1995. Payment for the Bonds must be made in funds immediately available in San Francisco, California, on the date of delivery. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the successful bidder. The cost of printing the Bonds will be borne by the District. Right of Cancellation: The successful bidder shall have the right, at its option, to cancel its obligation to purchase the Bonds if the Bonds are not executed and tendered for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of its good faith deposit. Form of Bid: Each bid must be for not less than all of the Bonds hereby offered for sale and must be; for not less than the par value thereof, plus accrued interest, if any, to the date of delivery, plus such premium as is specified in the bid, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price. Each bid must be delivered by facsimile transmission, as described below, or enclosed in a sealed envelope addressed to the Clerk of the Board of Supervisors, County of Contra Costa, and received by 10:00 A.M. California time, Wednesday, July 26, 1995, at the offices of Orrick, Herrington & Sutcliffe, 400 Sansome Street, San Francisco, CA 9411.1, Second Floor Conference Room(telephone= ; facsimile telephone (415) 773-5759). Each bid must be clearly marked "Proposal for Purchase of Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995." Each bid must be SF2-35643.2 5 in accordance with the terms and conditions set forth in this notice, and may (but need not) be submitted on the bid form provided. Neither the District, nor Contra Costa County, nor the District's financial advisor will accept responsibility for inaccurate, illegible or delayed proposals submitted by facsimile transmission, including illegibility due to garbled transmissions, delay due to engaged telephone or telecommunication lines at the place of bid opening, and delay arising out of any bidder's election to deliver its bid by means other than hand delivery. Good Faith Deposit: A good faith deposit (the "Deposit") in the form of a cashier's check in immediately available funds drawn on a bank or trust company transacting business in the State of California, or a financial surety bond, in each case in the amount of 1% of the principal amount of Bonds offered for sale, payable to the order of the Treasurer-Tax Collector of the County of Contra Costa, is required with each bid to secure the District from any loss resulting from the failure of the bidder to comply with the terms of its bid. If a check is used, it must accompany the bid. If a financial surety bond is used, it must be issued by an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the District's financial advisor, Kelling, Northcross & Nobriga, Attn: , 1333 Broadway, Suite 1000, Oakland, Fax (415) 208-8282, prior to opening of the bid.s. The financial surety bond must identify the bidder whose Deposit is guaranteed by such financial surety bond, and the District assumes no responsibility for any failure of a financial surety bond to list any bidder or to be received on a timely basis as described in the preceding sentence. If the Bonds are awarded to a bidder submitting a financial surety bond, then said successful bidder is required to submit its Deposit to the Treasurer in the form of a cashier's check (meeting the requirements set forth above) or by wire transfer not later than 3:00 p.m. on the next business day following the award. If such Deposit is not received by that time, the financial surety bond shall be drawn by the Treasurer to satisfy the Deposit requirement. Wiring instructions will be provided to the successful bidder. The Treasurer does not endorse the use of a financial surety bond or any particular financial surety provider. The Treasurer will accept a financial surety bond in lieu of a cashier's check under the terms described herein solely as an accommodation to bidders, and it is understood and agreed by each bidder using such a bond that the bidder must make its own arrangements with the provider of the bond, including ensuring that evidence of the financial surety bond is provided to the District's financial advisor. No :interest will be paid upon the Deposit made by any bidder. Deposit checks of all bidders (except the successful bidder) will be returned by the County promptly following the award of the Bonds to the successful bidder. The Deposit of the successful bidder will, immediately upon acceptance of its bid, become the property of the District to be held and invested for the exclusive benefit of the District. The principal amount of such Deposit shall be applied to the purchase price of the Bonds at the time of delivery thereof. If the sale of the Bonds is cancelled or postponed, all sealed bids shall be returned unopened. SF2-35643.2 6 If the:purchase price is not paid in full upon tender of the Bonds, the successful bidder shall have no right in or to the Bonds or to the recovery of its Deposit, or to any allowance or credit by reason of such Deposit, unless it shall appear that the Bonds would not be validly issued if delivered to the successful bidder in the form and manner proposed. In the event of nonpayment by the successful bidder, the amount of the Deposit shall be retained by the District as and :for liquidated damages for such failure by the successful bidder, and such retention shall constitute a full release and discharge of all claims by the District against the successful bidder arising from such failure. The District's actual damages in such event may be greater or may be less than the amount of the Deposit. Each bidder waives any right to claim that the District's actual damages are less than such amount. Statement of True Interest Cost(TIC): Each bidder is requested, but not required, to state in its bid the total percentage True Interest Cost (TIC), which shall be considered as informative only and not binding on either the bidder or the District. Liti ition: There is no litigation pending concerning the validity of the Bonds, the corporate existence of the District or the entitlement of the officers of Contra Costa County to their respective offices, and the District will furnish to the successful bidder a no-litigation certificate or certificates certifying the foregoing as of and at the time of the delivery of the Bonds. CUSIP Numbers and Other Fees: It is anticipated that CUSIP identification numbers will be printed on the Bonds being delivered to DTC, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder to accept delivery of and pay for the Bonds in accordance with the terms and conditions of its bid. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid by the District, but the CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful bidder. The successful bidder shall also be required to pay all fees required by The Depository Trust Company, New York, New York, the Public Securities Association, the Municipal Securities Rulemaking Board and any other similar entity imposing a fee in connection with the issuance of the Bonds. California Debt Advisory Commission Fee: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the Bonds shall be charged the California Debt Advisory Commission fee. Certification of Reoffering_Prices: The successful bidder shall be required, as a condition to delivery of the Bonds, to certify to the District in writing, in form and substance satisfactory to the District and to Bond Counsel, that as of the date of award (i) the Bonds were expected to be reoffered in a bona fide public offering and (ii) that a substantial amount of each maturity of the Bonds was expected to be sold to the public. Bond Insurance: The District intends to apply to for a rating'on the Bonds. The Treasurer will accept bids which are based upon the issuance of a municipal bond insurance policy for some or all of the Bonds by an insurer whose claims-paying SF2-35643.2 7 ability is rated in the highest ratings category by Moody's Investors Service and Standard & Poor's Ratings Group. However, bids shall not be conditioned upon the issuance of any such policy. The District and the County will cooperate in any effort to qualify the Bonds for such bond insurance. Neither the District nor the County makes any representation as to whether the Bonds will qualify :for municipal bond insurance. Payment of any insurance premium and any additional fees charged by any rating agency for rating insured Bonds, and satisfaction of any conditions to the issuance of a municipal bond insurance policy, shall be the sole responsibility of the bidder. In particular, the County will neither amend nor supplement the Resolution in any way nor will it agree in advance of the sale of the Bonds to enter into any additional agreements with respect to the provision of any such policy. FAILURE OF THE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE FOR A FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT DELIVERY OF OR PAY FOR THE BONDS. The successful bidder must provide the District with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insurance provider for inclusion in the final Official Statement within.two (2) business days following the award of the bid by the Treasurer. The District will require a certificate; from the insurance provider substantially in the form attached hereto as Exhibit A on or prior to the date of delivery of the Bonds, as well as an opinion of counsel to the insurance provider regarding the enforceability of the-municipal bond insurance policy, in form reasonably satisfactory to the District and the successful bidder. Official Statement: The District has authorized the adoption of an official statement relating to the Bonds. A copy of the Preliminary Official Statement will be furnished upon request to Kelling, Northcross &Nobriga, 1333 Broadway, Suite 1000, Oakland, telephone (415) 839-8200. The Preliminary Official Statement is in form "deemed final" by the issuer for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. The District will furnish to the successful bidder, at no expense to the successful bidder, up to copies of the final Official Statement within seven (7) business days of the award date. Certificate: The District will provide to the successful bidder for the Bonds a certificate, signed by an official of the District, confirming to the successful bidder that, at the time of the acceptance of the bid for the Bonds and at the time of delivery thereof, to the best of the knowledge of said official, the Official Statement (except for information regarding DTC and its book-entry only system, and except for information respecting a municipal bond insurance policy with respect to the Bonds and the provider thereof, as to which no view shall be expressed) does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the SF2-35643.2 8 circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. Dated: June 27, 1995. /s/ Jeanne Maalio Clerk of the Board of Supervisors of Contra Costa County, California V2-35643.2 9 EDIT A CERTIFICATE OF BOND INSURER The undersigned,the duly authorized and acting of (the 'Bond Insurer"), hereby certifies on behalf of the Bond Insurer as follows: 1. The statements contained in the Official Statement dated July 26, 1995 (the "Official Statement"), relating to the Martinez Unified School District General Obligation Bonds, Election of 1995, Series 1995 (the 'Bonds") under the captions , and in Appendices and thereto, and on the cover page thereof, insofar as such statements constitute descriptions or summaries of the Bond Insurer or municipal bond insurance policy (the "Policy") of the Bond Insurer covering the Bonds, accurately reflect and fairly present the information set forth therein, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; and 2. The form of Policy set forth in Appendix of the Official Statement is a true and complete copy of the form of Policy. [NAME OF BOND INSURER] By: Title: M-35643.2