HomeMy WebLinkAboutMINUTES - 03121996 - C44 RESOLUTION NO. 9 6/9 8
Dated: Ma rr.h 12 , 19 9 6
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF
BONDS OF THE ORINDA UNION 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.
1
WHEREAS, the Board of Trustees of Orinda Union School District, County of
Contra Costa, California (herein called the "District"), duly called and an election was regularly
held in the District on March 7, 1995, at which the following proposition was submitted to the
electors of the district:
"Shall the Orinda Union School District issue bonds for the purposes of
constructing school facilities and improving school facilities and sites to
accommodate increased enrollment and relieve overcrowding, to address
curriculum needs, and to replace obsolete facilities, including the
renovation and construction of classrooms, libraries, science labs,
restrooms, and multipurpose rooms at various school sites including
Wagner Ranch School, and improvement of handicapped access, in the
total amount of $16 million, to bear interest at a rate not to exceed the
statutory maximum?"
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 April 9, 1996, a series of general obligation bonds of said issue
and to designate such bonds the "Orinda Union School District General Obligation Bonds,
Election of 1995, Series 1996" in an aggregate principal amount not to exceed $12,500,000,
according to the terms and in the manner set forth in a resolution duly adopted by the Board of
Trustees of the District, a certified copy of which has been filed with the Clerk of this Board
of Supervisors; and
WHEREAS, this Board of Supervisors has determined that it is necessary and ,
desirable that bonds of said authorized issue be issued and sold for the purposes for which
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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 $12,500,000 aggregate principal amount
of Orinda Union School District General Obligation Bonds, Election of 1995, Series 1996,
proposed to be sold;
NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF CONTRA COSTA AS FOLLOWS:
Section 1. Recitals: All of the above recitals are true and correct.
Section 2. District Resolution District Resolution Inco orated: The resolution of the Board of
Trustees of the District on file with the Clerk of this Board is hereby 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. Authorization of Bonds: This Board of Supervisors hereby authorizes,
on behalf of the Orinda Union School District, the sale on April 9, 1996 (or on such other date
as shall be determined by the Treasurer-Tax Collector of the County of Contra Costa or a duly
appointed deputy thereof (the "County Treasurer"), upon consultation with the Superintendent
of the District and the financial advisor to the District, so long as such date is not later than
August 9, 1996), of not to exceed $12,500,000 aggregate principal amount of general obligation
bonds of the District, and designates said bonds to be sold as the "Orinda Union School District
General Obligation Bonds, Election of 1995, Series 1996" (the "Series 1996 Bonds" or the
"Bonds"). The Bonds shall be issued in the principal amounts and maturing in the years as
further described herein.
Section 4. Terms of Bonds: 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 April 15, 1996; 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 1996 Bonds), such
interest to be payable commencing on April 15, 1997, and thereafter on April 15 and October 15
of each year.
The Series 1996 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 1996 Bonds and registered ownership of
the Series 1996 Bonds may not thereafter be transferred except as provided in Section 8 hereof.
The Bonds shall mature, or shall be subject to mandatory sinking fund
redemption, as described in Section 7(b) hereof, on October 15 of each of the years from and
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including 1999 to and including 2020, 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 Oficial 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 First Trust California, National Association (herein called the "Paying Agent!), in Los
Angeles, California, or at such other place or places as the Paying Agent shall designate. The
interest on the Bonds shall be payable in like lawful money to the person whose name appears
on the bond registration books of the Paying Agent as the owner thereof as of the close of
business on the fifteenth day of the month immediately preceding an interest payment date (the
"Record Date"), whether or not such day is a business day.
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 immediately 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
mailed to such owner at such owner's address as it appears on such registration books or at such
address as the owner may have filed with the Paying.Agent for that purpose. Upon the written
request of the owner of Bonds aggregating not less than $1,000,000 in principal amount, given
no later than the fifteenth day of the month immediately preceding the applicable interest
payment date, interest shall be paid by wire transfer in immediately available funds at an account
maintained in the United States at such wire address as such owner shall specify in its written
request. So long as Cede & Co. or its registered assigns shall be the registered owner of the
Series 1996 Bonds, payment shall be made by wire transfer as provided in Section 8(d) hereof.
Only such of the Series 1996 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 1996 Bonds so authenticated have
been duly authenticated and delivered hereunder and are entitled to the benefits of this
Resolution.
The Paying Agent shall assign each Bond authenticated and registered by it a
distinctive letter, or number, or letter and number, and shall maintain a record thereof which
shall be available to the District and the County of Contra Costa (herein called the "County")
for inspection.
sF2-55502.3 3
Section 5. Detosit and Investment of Proceeds. The proceeds of sale of the
Series 1996 Bonds, exclusive of any premium and accrued interest received, shall be deposited
in the County treasury to the credit of the building fund of the District. Any premium and
accrued interest shall be deposited upon receipt in the interest and sinking fund of the District
within the County treasury. All funds held by the County Treasurer hereunder shall be invested
at the County Treasurer's discretion pursuant to law and the investment policy of the County.
At the written direction of the District, the County Treasurer shall invest the building fund of
the District in the Local Agency Investment Fund in the Treasury of the State of California.
Section 6. Payment of Bonds: Unclaimed Moneys: (a) Series 1996 Bonds shall
be paid from the Interest and Sinking Fund of the District as provided in Section 15146 of the
Education Code.
(b) 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 1996 Bonds and remaining unclaimed for two years after the principal of
all of the Series 1996 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. Redemption Provisions: (a) Optional Redemption. Series 1996
Bonds maturing on or before October 15, 2006, shall not be subject to optional redemption prior
to their respective stated maturity dates. Series 1996 Bonds maturing on and after October 15,
2007, shall be subject to redemption prior to their respective stated maturity dates, at the option
of the District, from any source of available funds, as a whole or in part on any date on or after
October 15, 2006, at the prices set forth below. If less than all of the Series 1996 Bonds are
called for redemption, such Series 1996 Bonds shall be redeemed in inverse order of maturities
or as otherwise directed by the District, and if less than all of the Series. 1996 Bonds of any
given maturity are called for redemption, the portions of such Series 1996 Bonds of a given
maturity to be redeemed shall be determined by lot.
Series 1996 Bonds shall be redeemed at the following optional redemption prices
(expressed as a percentage of the principal amount of the Series 1996 Bonds called for
redemption), together with interest accrued thereon to the date of redemption:
Redemption Date Redemption Price
October 15, 2006 through October 14, 2007 102%
October 15, 2007 through October 14, 2008 101
October 15, 2008 and thereafter 100
The "redemption date" is that date on which the Bonds which are called are to be presented for
redemption.
sae-55502.3 4
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(b) Mandatory Sinking Fund Redemption. The Bonds shall also be subject to
mandatory sinking fund redemption (in accordance with specifications to be contained in 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 Redemption. 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, and as may be further required in the Continuing
Disclosure Certificate of the District. 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 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 7, 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
SF2-55502.3 5
Standard and Poor's "Called Bond Record"
25 Broadway, 3rd Floor
New York, New York 10004
Securities Dgpositories 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
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 and the Paying Agent.
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) Redemption Fund. Prior to the time the.Board of Trustees of the District
determines to call and redeem any of the Series 1996 Bonds there shall be established in the
sa2-55502.3 6
accounting records of the District a Redemption Fund to be described or known as the "Orinda
Union School District General Obligation Bonds, Election of 1995, Series 1996, 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 1996 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
1996 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.
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 1996.Bonds to be redeemed is set aside for such purposes in the Redemption Fund, as
provided for herein, the Series 1996 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) Defeasance of Bonds. 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 1996 Bonds at the times and in the manner
provided herein and in the Series 1996 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 1996 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 1996 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(b) hereof shall
apply in all events.
Section 8. Bond Depository: Discontinuation of Book-Entry System: (a) The
Series 1996 Bonds shall be initially issued and registered as provided in Section 4. Registered
SF2-55502.3 7
ownership of the Series 1996 Bonds, or any portion thereof, may not thereafter be transferred
except:
(i) To any successor of Cede & Co., as nominee of The Depository Trust
Company, or its nominee, or to any substitute depository designated pursuant to clause
(ii) of this section (a "substitute depository"); provided, that any successor of Cede &
Co., as nominee of The Depository Trust Company or substitute depository, shall be
qualified under any applicable laws to provide the services proposed to be provided by
it;
(ii) To any substitute depository not objected to by the 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;
rovided, that any such substitute depository shall be qualified under any applicable laws
to provide the services proposed to be provided by it; or
(iii) To any person as provided below, upon (1) the resignation of The Depository
Trust Company or its successor (or substitute depository or its successor) from its
functions as depository, or (2) a determination by the County 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 1996 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 1996 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 1996 Bonds. Neither the County nor the
Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial
SF2-55502.3 8
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.
(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 1996 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 9. Transfer and Exchange: (a) Transfer. 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 11)and the Paying Agent shall authenticate
and deliver a new Bond or Bonds of the same series and maturity, for a like aggregate principal
amount. The Paying Agent shall require the payment by the Bondowner requesting any such
transfer of any tax or other governmental charge required to be paid with respect to such
transfer.
No transfer of a Series 1996 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 1996 Bond has been selected for redemption in whole or in
part, to and including such interest payment date or redemption date.
(b) Exchange. Series 1996 Bonds may be exchanged at the principal corporate
trust office of the Paying Agent for a like aggregate principal amount of Bonds of other
authorized denominations of the same series and maturity. The Paying Agent shall require the
payment by the Bondowner requesting such exchange of any tax or other governmental charge
required to be paid with respect to such exchange.
No exchange of 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. Registration Books: The Paying Agent will keep or cause to be kept,
at its principal corporate trust office sufficient books for the registration and transfer of the
Series 1996 Bonds, which shall at all times be open to inspection by the District and the County,
and, upon presentation for such purpose, the Paying Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred on
said books, Bonds as hereinbefore provided.
SF2-55502.3 9
Section 11. Form of Bonds: Execution: (a) The Series 1996 Bonds, including
the Paying Agent's certificate of authentication and registration and the form of assignment to
appear thereon, shall be in substantially the form attached hereto as Exhibit A, with necessary
or appropriate variations, omissions and insertions as permitted or required by this Resolution;
provided, that if a portion of the text of any Bond is printed on the reverse of the Bond, the
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 SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE."
(b) The Series 1996 Bonds shall be signed by the manual or facsimile signatures
of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the
manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either
of said Clerk or of the County.Treasurer, 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 12. General Obligation of District: The Series 1996 Bonds represent the
general obligation solely of the District. The money for the redemption of the Series 1996
Bonds and payment of principal of and interest on the Series 1996 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. Sale of Bonds: (a) Official Notice of Sale. The form of proposed
Official Notice of Sale inviting bids for the Series 1996 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 1996 Bonds. The County Treasurer is hereby
authorized to complete the Official Notice of Sale by inserting therein the maturity schedules for
the Series 1996 Bonds before the distribution of the Official Notice of Sale, and proposals shall
be received on behalf of the Clerk of this Board of Supervisors on April 9, 1996 (or on such
other date as shall be determined by the County Treasurer, so long as such date is not later than
August 9, 1996), 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 1996 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. Sutro & Co. Inc., 201 California Street, San Francisco, financial
advisor to the District, is hereby authorized and directed to cause to be mailed to prospective
bidders for the Series 1996 Bonds copies of said Official Notice of Sale, subject to such
corrections, revisions or additions hereafter deemed necessary by'the Superintendent of the
District and as may be acceptable to the County Counsel of the County.
(b) Advertisement for Bids. The form of proposed Notice of Intention to Sell
Bonds in substantially the form on file with the. Clerk of this Board of Supervisors is hereby
approved and adopted as the Notice of Intention to Sell Bonds, and the Clerk of this Board of
Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell Bonds,
sF2-55502.3 10
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.
(c) Award of Bonds. The County Treasurer or his designee, as delegate of this
Board of Supervisors, is hereby authorized to accept the best responsive bid for the Series 1996
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 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 1996 Bonds to the maker of the best responsive bid, all as provided in the
Official Notice of Sale.
(d) Consent to Financial Advisor to Bid for Bonds. The District, by its
resolution referred to in Section 2 hereof, has expressly authorized Sutro & Company, financial
advisor to the District, to bid for the Series 1996 Bonds, and to acquire such Series 1996 Bonds
as principal either alone or as a participant in a syndicate or other similar account formed for
the purpose of purchasing the Series 1996 Bonds, directly or indirectly from the County.
Section 14. Tax Covenant: The District has represented that it shall not take any
action, or fail to take any action, if such action or failure to take such action would adversely
affect the exclusion from gross income of the interest payable on the Series 1996 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 1996 Bonds, to be
entered into by the District as of the date of issuance of the Series 1996 Bonds, and further
stipulates that such representation and covenant shall survive payment in full or defeasance of
the Series 1996 Bonds.
Section 15. Continuing Disclosure Certificate: The District has represented that
it shall execute a Continuing Disclosure Certificate containing such covenants of the District as
shall be necessary to comply with the requirements of Securities and Exchange Commission Rule
15c2-12. The District has covenanted that it will comply with and carry out all of the provisions
of such Continuing Disclosure Certificate.
Section 16. &t proval of Actions: The Chair of this Board of Supervisors, the
Clerk of this Board of Supervisors, the County Auditor/Controller and the County Treasurer and
the designees of any of them, are hereby authorized and directed to execute and deliver any and
all certificates and representations, as may be acceptable to the County Counsel of the County,
including signature certificates, no-litigation certificates, and other certificates proposed to be
distributed in connection with the sale of the Series 1996 Bonds, necessary and desirable to
accomplish the transactions set forth above.
sF2-55502.3 I I
Section 17. Effective Date: This resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this 12th day of March, 1996, by the following vote:
AYES: SUPERVISORS: Rogers , DeSaulnier, Torlakson and Smith
NOES: None
ABSENT: Supervisor Bishop
ABSTAIN: None
Ch ' of the Board of Supervisors
ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
o
Depu Clerk of the Board of Supervisors
SF2-55502.3 12
EXIEBIT A
[Form of Series 1996 Bond]
Number Amount
R- $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF CONTRA COSTA
ORINDA UNION SCHOOL DISTRICT
GENERAL OBLIGATION BONDS, ELECTION OF 1995, SERIES 1996
Interest Rate Maturity Date Dated as of CUSIP NO.
% October 15, April 15, 1996
Registered Owner: CEDE & CO.
Principal Sum: DOLLARS
Orinda Union School District, County of Contra Costa, State of California(herein
called the "District"), acknowledges itself indebted to and promises to pay to the registered
owner identified above or registered assigns, on the maturity date set forth above, the principal
sum specified above in lawful money of the United States of America, and to pay interest
thereon in like lawful money from the interest payment date next preceding the date of
authentication of this bond (unless this bond is authenticated as of a date during the period from
the 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 March 15, in which event it shall bear interest from the
date hereof) at the interest rate per annum stated above,payable commencing on April 15, 1997,
and thereafter on April 15 and October 15 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 First Trust California, National Association (herein called the
"Paying Agent"), the paying agent/registrar and transfer agent of the District. The interest
hereon is payable to the person whose name appears on the bond registration books of the
Paying Agent as the registered owner hereof as of the close of business on the fifteenth day of
SF2-55502.3 A-1
• � 7-T
the,month immediately preceding an interest payment date (the "Record Date"), whether or not
such day is a business day, such interest to be paid by check mailed to such registered owner
at the owner's address as it appears on such registration books, or at such other address filed
with the Paying Agent for that purpose. Upon written request, given no later than the Record
Date immediately preceding an interest payment date, of the owner of Bonds (hereinafter
defined) aggregating at least $1,000,000 in principal amount, interest will be paid by wire
transfer to an account maintained in the United States as specified by the owner in such request.
So long as Cede & Co. or its registered assigns shall be the registered owner of this bond,
payment shall be made by wire transfer as provided in the Resolution hereinafter described.
This bond is one of a duly authorized issue of bonds of like tenor(except for such
variations, if any, as may be required to designate varying series, numbers, denominations,
interest rates, maturities and redemption provisions), amounting in the aggregate to
$. , and designated as "Orinda Union School District General Obligation Bonds,
Election of 1995, Series 1996" (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 March 7, 1995. The Bonds are issued and sold by the Board of Supervisors
of the County of Contra Costa, State of California, pursuant to and in strict conformity with the
provisions of the Constitution and laws, of said State, and of a resolution (herein called the
"Resolution") adopted by said Board of Supervisors on , 1996.
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 October 15, 2006, are not subject to optional
redemption prior to their respective stated maturity dates. Bonds maturing on and after
October 15, 2007, are subject to redemption prior to their respective stated maturity dates, at
the option of the District, from any source of available funds, as a whole or in part on any date
on or after October 15, 2006. If less than all of the Bonds are called for redemption, such
Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District,
Sn-55502.3 A-2
and if less than all of the Bonds of any given maturity are called for redemption, the portions
of such Bonds of a given maturity to be redeemed shall be determined by lot.
Bonds redeemed at the option of the District shall be redeemed at the following
optional redemption prices (expressed as a percentage of the principal amount of the Bonds
called for redemption), together with interest accrued thereon to the date of redemption:
Redemption Date Redemption Price
October 15, 2006. through October 14, 2007 102%
October 15, 2007 through October 14, 2008 101
October 15, 2008 and thereafter 100
[Bonds maturing on October 15, , 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 October 15, , and on each
October 15 thereafter to and including October 15, , in the amounts and subject to the terms
and conditions set forth in the Resolution.]
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.
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. The Bonds represent an obligation solely
of the District payable solely 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.
sF2-55502.3 A-3
IN WITNESS WHEREOF the Board of Supervisors of the County of Contra
Costa has caused this bond to be signed by its Chair and by the Treasurer-Tau Collector of the
County, to be countersigned by the Clerk of said Board or by a deputy Clerk or deputy
Treasurer, and the seal of said Board to be placed hereon, as of the date set forth above.
Chair of the Board of
Supervisors of the County of Contra Costa
[SEAL]
Treasurer-Tax Collector of
the County of Contra Costa
Countersigned:
[Title]
sF2-55502.3 A-
[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 , 1996.
First Trust California, National Association, Los
Angeles, California, as Paying Agent/Registrar and
Transfer Agent
By
Authorized Officer
[FORM OF DTC LEGEND]
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
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]
SF2-55502.3 A-5
[FORM OF ASSIGNIVIF M
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:
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within registered bond in every particular,
without alteration or enlargement or any change
whatsoever.
Signature Guarantee:
Notice: Signature must be guaranteed by an eligible guarantor institution
SF2-55502.3 A-6
CONTRA COSTA COUNTY
RECEIVED I MRRICK, HERRINGTON
& SUTCLIFFE
M
MAR - 6 (996
March 5, 1996 Direct Dial
OFFICE OF �
� COUNTY ADMINISTRATOR (415) 773-4129
C _—ane._—o-m msau
DeRoyce Bell
County Administrator's Office
County of Contra Costa
651 Pine Street, 11 th Floor
Martinez, CA 94553
Re: Orinda Union School District General Obligation Bonds
Election of 1995. Series 1996
Dear Dee:
As I mentioned to you, the Orinda District Board amended its
resolution requesting issuance of up to $12,500,000 in principal amount of bonds.
I am enclosing the following revised documents reflecting that change, along with
blacklined pages indicating where changes have occurred:
For Adoption:
1 . Board of Supervisors Resolution re: Issuance and Sale of Bonds (3
copies; I would like 2 certified copies returned to me).
For Information Purposes Only (1 copy each):
1 . District Board Resolution.
2. Official Notice of Sale.
3. Notice of Intention to Sell Bonds.
PVertru
Old Federal Reserve Bank Building - 400 Sansome Street - San Francisco,California 94111-3143
Telephone 415 392 1122 - Facsimile 415 773 5759
Los Angeles - New York - Sacramento - Washington,D.C.
ORINDA UNION SCHOOL DISTRICT
COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA
Res. No.
RESOLUTION PRESCRIBING THE TERMS OF SALE OF BONDS OF ORINDA UNION
SCHOOL DISTRICT, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY
OF CONTRA COSTA TO SELL SAID BONDS, APPROVING FORMS OF OFFICIAL
NOTICE OF SALE AND OF NOTICE OF INTENTION TO SELL BONDS, REQUESTING
SAID BOARD OF SUPERVISORS TO DELEGATE TO THE COUNTY TREASURER OR
HIS DESIGNEE AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND
AUTHORIZING AN OFFICIAL STATEMENT, ADVERTISING, AND EXECUTION OF
NECESSARY CERTIFICATES.
WHEREAS, this Board of Trustees of Orinda Union School District, County of
Contra Costa, California (herein called the "District"), duly called and an election was regularly
held in the District on March 7, 1995, at which the following proposition was submitted to the
electors of the District:
"Shall the Orinda Union School District issue bonds for the purposes of
constructing school facilities and improving school facilities and sites to
accommodate increased enrollment and relieve overcrowding, to address
curriculum needs, and to replace obsolete facilities, including the
renovation and construction of classrooms, libraries, science labs,
restrooms, and multipurpose rooms at various school sites including
Wagner Ranch School, and improvement of handicapped access, in the
total amount of $16 million, to bear interest at a rate not to exceed the
statutory maximum?"
and
WHEREAS, more than two-thirds of the votes cast on said proposition were in
favor of issuing said bonds; and
WHEREAS, this Board of Trustees deems that it is necessary and desirable that
the Board of Supervisors of the County of Contra Costa, California (the "County"), offer for
sale on April 9, 1996, or such other date as may be determined, a portion of said bonds in a
single series as "Orinda Union School District General Obligation Bonds, Election of 1995,
Series 1996," in an aggregate principal amount not exceeding $12,500,000, according to the
terms and in the manner hereinafter set forth; and
SF2-55502.3
WHEREAS, there have been submitted and are on file with the Clerk of this
L
Board of Trustees proposed forms of an Oficial Notice of Sale of Bonds, a Notice of Intention
to Sell Bonds, and an Official Statement, all with respect to not to exceed $12,500,000 aggregate
principal amount of Orinda Union School District General Obligation Bonds, Election of 1995,
Series 1996, proposed to be sold;
NOW, THEREFORE, THE BOARD OF TRUSTEES OF ORINDA UNION
SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
Section 1. All of the above recitals are true and correct.
Section 2. The Board of Supervisors of the County is hereby requested to sell not
to exceed $12,500,000 aggregate principal amount of general obligation bonds of the Orinda
Union School District on April 9, 1996, or such other date as the Treasurer-Tax Collector of
the County or a duly appointed deputy thereof (the "County Treasurer"), acting as authorized
by resolution of the Board of Supervisors of the County, shall determine upon consultation with
the Superintendent of the District and the Financial Advisor to the District (as defined in Section
5 hereof), but in any event no later than August 9, 1996, and to designate said bonds as the .
"Orinda Union School District General Obligation Bonds, Election of 1995, Series 1996 (herein
called the "Series 1996 Bonds" or the "Bonds"). The final principal amount shall be as
determined by the County Treasurer upon consultation with the Superintendent of the District
and the Financial Advisor and specified in the Official Notice of Sale referred to in Section 5
hereof.
Section 3. The maximum acceptable interest rate on the Series 1996 Bonds shall
be twelve percent (12%) per annum. The principal and interest obligations represented by the
Bonds shall be obligations solely of the District, payable as described in the Official Notice of
Sale. The Bonds shall mature on October 15 in each year of maturity, and in such principal
amounts,, as shall be determined by' the County Treasurer upon consultation with the
Superintendent of the District and the Financial Advisor to the District,'and as specified in the
Official Notice of Sale. No Bond shall mature prior to October 15, 1999, and no Bond shall
mature later than October 15, 2020.
The Series 1996 Bonds shall be dated April 15, 1996, and shall be issued in
denominations of $5,000 or any integral multiple thereof (provided that no Bonds shall have
principal maturing on more than one principal maturity date). Interest on the Series 1996 Bonds
shall by payable commencing on April 15, 1997, and thereafter on April 15 and October 15 in
each year.
Section 4. (a) Optional Redemption: Series 1996 Bonds maturing on or before
October 15, 2006, shall not be subject to redemption prior to their respective stated maturity
dates. Series 1996 Bonds maturing on and after October 15, 2007, shall be subject to
redemption prior to their respective stated maturity dates, at the option of the District, from any
source of available funds, as a whole or in part on any date on or after October 15, 2006, at the
prices set forth below. If less than all of the Series 1996 Bonds are called for redemption, such
SF2-55502.3 2
Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District,
and if less than all of the Series 1996 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.
Series 1996 Bonds shall be redeemed at the following optional redemption prices
(expressed as a percentage of the principal amount of the Series 1996 Bonds called for
redemption), together with interest accrued thereon to the date of redemption:
Redemption Date Redemption Price
October 15, 2006 through October 14, 2007 102%
October 15, 2007 through October 14, 2008 101
October 15, 2008 and thereafter 100
(b) Mandatory Sinking Fund Redemption: The Bonds shall also be subject to
mandatory sinking fund redemption (in accordance with specifications to be contained in the
Official Notice of Sale as shall be determined by the County Treasurer upon consultation with
the Superintendent of the District and the Financial Advisor), as specified in the bid of the
successful bidder, and as specified in a Certificate of Award to be completed by the County
Treasurer upon the sale of the Bonds.
Section 5. The form of proposed Official Notice of Sale inviting bids for the
Bonds, in substantially the form on file with the Clerk of this Board of Trustees is hereby
approved, and the Board of Supervisors of the County is hereby requested to adopt and use said
form as the Official Notice of Sale inviting bids for the Bonds, subject to such corrections,
revisions or additions as deemed necessary by the Superintendent of the District and as may be
acceptable to the County Counsel of the County. Sutro & Co. Inc., 201 California Street, San
Francisco (herein called the "Financial Advisor"), is hereby authorized and directed to cause to
be mailed to prospective bidders for the Bonds copies of said Official Notice of Sale in the form
finally approved by the Superintendent of the District.
Section 6. (a) The form of proposed Notice of Intention to Sell Bonds, in
substantially the form on file with the Clerk of this Board of Trustees, is hereby approved, and
the Board of Supervisors of the County is hereby requested to adopt said form of proposed
Notice of Intention to Sell Bonds, subject to such corrections, revisions or additions as deemed
necessary by the.Superintendent of the District and as may be acceptable to the County Counsel
of the County, and to cause said Notice of Intention to Sell Bonds to be published once at least
fifteen days before the date of sale in The Bond Buyer and to publish said notice beginning on
a date no later than the date fourteen (14) days prior to the date of sale, once a week, on the
same day of each week, for at least two weeks in the Contra Costa Times,,a newspaper of
general circulation published in the County.
(b) The Board of Supervisors of the County is hereby requested to authorize and
direct the County Treasurer or his designee, on behalf of the District and the County, to accept
the best responsive bid for the Series 1996 Bonds, so long as such bid shall provide a true
interest cost to the District of not to exceed twelve percent (12%) per annum and the price to
sF2-55502.3 3
be paid for the Bonds shall not be less than the par value thereof, or to reject all bids; and if
such true interest cost and price are acceptable to the County Treasurer, the County Treasurer
or his designee, acting at the direction of the Board of Supervisors of the County, is hereby
authorized to award the sale of the Bonds to the maker of the best responsive bid.
(c) This Board of Trustees hereby authorizes Sutro&Company, financial advisor
to the District, to bid for the Series 1996 Bonds, and to acquire such Series 1996 Bonds as
principal either alone or as a participant in a syndicate or other similar account formed for the
purpose of purchasing the Series 1996 Bonds, directly or indirectly from the County.
Section 7. The form of proposed Preliminary Official Statement describing the
Bonds, in substantially the form on file with the Clerk of this Board of Trustees, is hereby
approved and adopted as the Official Statement describing the Bonds, with such corrections,
revisions or additions as deemed necessary or desirable by the Superintendent of the District in
consultation with the Financial Advisor. The Superintendent of the District or, in the absence
of the Superintendent, the President of this Board of Trustees, is hereby authorized and directed
to sign said Official Statement as so added to, corrected or revised. The Financial Advisor is
hereby authorized and directed to cause to be printed and mailed to prospective bidders for the
Bonds copies of the Preliminary Official Statement in substantially the same form of Official
Statement approved and adopted as.the Official Statement describing the Bonds, as so added to,
corrected or revised, and to supply to the accepted bidder for the Bonds copies of the final
Official Statement, completed to include the interest rate or rates and final sale information.
Section 8.. (a) The District 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 Bonds under Section 103 of the Internal Revenue Code
of 1986 (the "Code"). Without limiting the generality of the foregoing, the District hereby
covenants that it will comply with the requirements of the Tax Certificate of the District with
respect to the Bonds (the "Tax Certificate"), to be entered into by the District on the date of
issuance of the Series 1996 Bonds. The provisions of this subsection (a) shall survive payment
in full or,defeasance of the Bonds.
(b) In the event that at any time the District is of the opinion that for purposes
of this Section it is necessary or helpful to restrict or limit the yield on the investment of any
monies held by the County Treasurer on behalf of the District, in accordance with this
Resolution or pursuant to law, the District shall so request of the County Treasurer in writing,
and the District shall make its best efforts to ensure that the County Treasurer shall take such
action as may be necessary in accordance with such instructions.
(c) Notwithstanding any provision of this Section, if the District shall provide to
the County Treasurer an opinion of counsel of nationally recognized standing in the field of law
relating to municipal bonds (an "Opinion of Bond Counsel") that any specified action required
under this Section is no longer required or that some further or different action is required to
maintain the exclusion from federal income tax of interest on the Bonds, the County Treasurer
may conclusively rely on such Opinion of Bond Counsel in complying with the requirements of
sF2-55502.3 4
this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be
modified to that extent.
Section 9. The Superintendent of the District, or his designee, is hereby
authorized on behalf of the District to execute a Continuing Disclosure Certificate containing
such covenants of the District as shall be necessary to comply with the requirements of Securities
and Exchange Commission Rule 150-12. The District hereby covenants and agrees that it will
comply with and carry out all of the provisions of such Continuing Disclosure Certificate.
Section 10. The Board of Trustees hereby approves the investment of the building
fund of the District, consisting of the proceeds of general obligation bonds of the District, in the
Local Agency Investment Fund in the Treasury of the State of California, and the Superintendent
of the District,or his designee, is hereby authorized on behalf of this Board to request in writing
that the County Treasurer so invest all or such portion of the building fund as the Superintendent
shall determine.
Section 11. The President of this Board of Trustees, the Clerk of this Board of
Trustees, the Superintendent of the District and any delegate of the Superintendent and officers
of the District are hereby authorized and directed to execute and deliver any and all certificates
and representations, including signature certificates, no-litigation. certificates, representation
letters to The Depository Trust Company,the Tax Certificate and any other certificates proposed
to be distributed in connection with the sale of the Bonds, which any of them deem necessary
and desirable to accomplish the transactions set forth above.
Section 12. The Clerk of this Board of Trustees is hereby authorized and directed
to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner
with the California Debt Advisory Commission pursuant to California Government Code Section
8855.
Section 13. The Clerk of this Board of Trustees is hereby authorized and directed
.to file a certified copy of this Resolution upon the adoption hereof with the Board of Supervisors
of the County.
SF2-55502.3 . 5
Section 14. This resolution shall take effect from and after its adoption.
PASSED AND ADOPTED this 4th day of March, 1996, by the following vote:
AYES: Members
NOES:
ABSENT:
President of the Board of Trustees
Orinda Union School District
Attest:
Clerk of the Board of Trustees
Orinda Union School District
SF2-55502.3 6
J
SECRETARY'S CERTIFICATE
I, Richard Winfield, Secretary of the Board of Trustees of the Orinda Union
School District, County of Contra Costa, California, do hereby certify as.follows:
The attached is a full, true and correct copy of a resolution duly adopted at a
regular meeting of said Board of said District duly and regularly held at the regular meeting
place thereof on March 4, 1996, of which meeting all of the members of said Board of Trustees
had due notice and at which a quorum thereof was present; and that at said meeting said
resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
Eight Altarinda Road, Orinda, California, a location freely accessible to.members of the public,
and a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office; the attached resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said minutes; and said resolution has
not been amended, modified or rescinded since the date of its adoption, and the same is now in
full force and effect.
WITNESS my hand this day of , 1996
Secretary of the Board of Trustees
Orinda Union School District
SF2-55502.3
AFFIDAVIT OF POSTING OF AGENDA
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
hereby declares that he is a citizen of the
United States of America, over the age of 18 years; that acting for the Board of Trustees of the
Orinda Union School District he posted on , 1996, at Eight Altarinda Road,
Orinda, California, a location freely accessible to members of the public, an agenda for the
regular meeting of the Board of Trustees of the Orinda Union School District to be held on
March 4, 1996, a copy of which is attached hereto.
Dated: , 1996.
I declare under penalty of perjury that the foregoing is true and
correct.
SF2-55502.3
OH&S DRAFT
3/4/95
OFFICIAL NOTICE OF SALE
$129500,000*
ORINDA UNION SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 1995, SERIES 1996
NOTICE IS HEREBY GIVEN that telecommunicated proposals as well as sealed
proposals will be received on behalf of the Board of.Supervisors of the County of Contra Costa,
State of California (the "County"), at the offices of Sutro & Co., Inc., 201 California Street,
San Francisco, CA 94111 (telephone (415) 445-8681; facsimile telephone (415) 392-1753) on
Tuesday, April 9, 1996
at 10:00 A.M. California time for the purchase of$12,500,000*principal amount of bonds of
Orinda Union School District, County of Contra Costa (herein called the "District"), designated
"Orinda Union School District General Obligation Bonds, Election of 1995, Series 1996" (herein
called the 'Bonds") more particularly described below.
The County, acting on behalf of and in consultation with the District, reserves the
right to cancel, postpone or reschedule the sale of the Bonds upon notice given through the
Munifacts News Service not less than twenty-four (24) hours prior to the time bids are to be
received. If the sale is postponed, bids will be received at the place set forth above, at the date
and time as the Treasurer-Tax Collector of the County (the "Treasurer") shall determine. Notice
of the new sale date and time, if any, will be given through Munifacts News Service no later
than twenty-four(24) hours prior to the new time bids are to be received. As an accommodation
to bidders, telephone or fax notice of the postponement of the sale date and of the new sale date
will be given to any bidder requesting such notice from Sutro & Co. Inc., 201 California Street,
San Francisco (telephone (415) 445-8681, fax (415) 392-1753). Failure of any bidders to
receive such Munifacts News Service, telephone or fax notice shall not affect the legality of the
sale.
The Bonds are part of an issue of$16,000,000 authorized at an election held in
the District on March 7, 1995, and are issued under and pursuant to the provisions of Sections
15000 and following of the Education Code of the State of California and all laws amendatory
thereof or supplemental thereto, and pursuant to the provisions of a resolution of the Board of
Trustees of the District, adopted on March 4, 1996 and a resolution of the Board of Supervisors
* Approximate; subject to adjustment.
SF2-55502.3 41877-1-JMH-M/26/96
of the County of Contra Costa, adopted on March 12, 1996 (collectively, the "Resolution"),
copies of which will be furnished to any interested bidder upon request.
ISSUE:, The Bonds will be issued in the principal amount of$12,500,000*, as
fully registered Bonds, all dated April 15, 1996, first interest payable on April 15, 1997, and
maturing on October 15 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.
Maturity Date Principal Maturity Date Principal
(October 15) Amount (October 15) 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.
ADJUSTMENT OF PRINCIPAL AMOUNTS: The principal amounts of each
maturity of Bonds set forth above reflect certain estimates of the District and its financial advisor
with respect to the likely interest rates of the winning bid and the premium contained in the
winning bid. Following the determination of the successful bidder, the Treasurer, acting on
behalf of and in consultation with the District, reserves the right to increase or decrease the
principal amount of each maturity of the Bonds, in $5,000 increments, by an amount not to
exceed ten percent (10%) of each such principal payment; provided, however, that the adjusted
aggregate principal amount of the Bonds shall not exceed $12,500,000. Such adjustment shall
be made within 26 hours of the bid opening and in the sole discretion of the Treasurer, upon a
recommendation of the Superintendent of the District and the financial advisor to the District.
The aggregate price bid by the successful bidder will be adjusted by the Treasurer proportionate
to any increase or decrease in the aggregate principal amount of the Bonds and without
consideration for the reoffering price by the successful bidder to the public of any individual
maturity of the Bonds. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR
SF2-SS4".1 2 41877-1 JM -M/22/96
CHANGE THE INTEREST RATES BID OR ANY INITIAL REOFFERING PRICES AS A
RESULT OF ANY CHANGES MADE TO THE STATED PRINCIPAL AMOUNTS.
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%) per annum. Interest is payable commencing on April 15, 1997,
and thereafter on April 15 and October 15 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 shallbear. Bidders will be permitted to bid
a rate or rates of interest according to the following:
(i) no Bond shall bear an annual rate of interest more than 3% greater than
the rate borne by any other Bond;
(ii) the interest rate specified in any bid must be in a multiple of one-eighth
or one-twentieth of one per cent per annum and a zero rate of interest
cannot be specified;
(iii) no Bond shall bear more than one rate of interest;
(iv) each Bond shall bear interest from its date to its stated maturity date at the
interest rate specified in the bid;
(v) all Bonds maturing at any one time shall bear the same rate of interest;
and
(vi) the interest rate for each successive maturity of the.Bonds shall be greater
than or equal to the rate for the immediately preceding maturity.
REDEMPTION: Optional Redemption: Bonds maturing on or before
October 15, 2006, are not subject to redemption prior to their respective stated maturity dates.
Bonds maturing on and after October 15, 2007, are subject to redemption prior to their
respective stated maturity dates, at the option of the District, from any source of available funds,
as a whole or in part on any date on or after October 15, 2006. If less than all of the Bonds are
called for redemption, such Bonds as are called for redemption shall be redeemed in inverse
order of maturities or as otherwise directed by the District, and if less than all of the Bonds of
any given maturity are called for redemption, the portions of Bonds of a given maturity to be
redeemed shall be determined by lot. The Bonds shall be redeemed at the following optional
sF2-55499.1 3 419"44M11-42/22/96
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
October 15, 2006 through October 14, 2007 102%
October 15, 2007 through October 14, 2008 101
October 15, 2008 and thereafter 100
Mandator Sinking Fund Redemption: Term Bonds, if any, are further subject
to redemption prior to their respective stated maturity dates, from monies in the "Orinda Union
School District General Obligation Bonds, Election of 1995., Series 1996 Mandatory Sinking
Fund", on October 15 of each year for which a mandatory sinking fund redemption is specified
by the successful bidder, by lot within any maturity if less than all of the Bonds of such maturity
are to be redeemed, upon payment of the principal amount thereof plus accrued interest thereon
to the date fixed for redemption, without premium, but only in amounts equal to, and in
accordance with, the schedule of the principal amounts of Bonds to be redeemed in each such
year from said Mandatory Sinking Fund.
PAYMENT: Principal is payable to the registered owners of the Bonds in lawful
money of the United States of America at the maturity or prior redemption of the Bonds upon
surrender of the Bonds at the principal corporate trust office of First Trust California, National
Association, the paying agent/registrar and transfer agent for the Bonds (the "Paying Agent"),
in Los Angeles, California, or at such other place as the Paying Agent shall specify. Interest
is payable in like lawful money to the person whose name appears on the bond registration books
of the Paying Agent as the registered owner thereof as of the close of business on the fifteenth
day of the month immediately preceding an interest payment date, whether or not such day is
a business day, such interest to be paid by check mailed to such registered owner at the owner's
address as it appears on such registration books. Interest shall be paid by wire transfer upon the
written request of the owner of Bonds aggregating not less than$1,000,000 in principal amount,
given no later than the fifteenth day of the month immediately preceding the applicable interest
payment date.
PURPOSE OF ISSUE: The Bonds are authorized by a vote of two-thirds of the
qualified voters of the District voting at a special bond election for the purpose of raising money
for authorized school purposes.
SECURITY: The Bonds represent the general obligation solely of the District,
payable from ad valorem taxes levied upon all property within the District subject to taxation
by the District, without limitation of rate or amount (except certain personal property, which is
taxable at limited rates). The Board of Supervisors of the County of Contra Costa has the power
and is obligated to levy said taxes for the payment of the Bonds and the interest thereon.
sF2-55499.1 4 41Wn-14MR-02n2/96
TAX MATTERS: 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 Matters in the Oficial 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 includablein gross income (either at the time
of such declaration or at any future date) for purposes of federal income tax laws, either by the
terms of such laws or by ruling of a federal income tax authority or official which is followed
by the Internal Revenue.Service, or by decision of any federal court, or (b) any federal income
tax law is adopted which will have a substantial adverse tax effect on holders of the Bonds as
such, the successful bidder may, at its option, prior to the tender of the Bonds by the District,
be relieved of its obligation to purchase the Bonds, and in such case the deposit accompanying
its bid will be returned. For purposes of the preceding sentence, interest will be treated as
excludable from gross income for federal income tax purposes whether or not it is includable
as an item of tax preference for calculating alternative minimum taxes or otherwise includable
for purposes of calculating certain other tax liabilities.
LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe, San
Francisco, California, approving the validity of the Bonds, will be furnished to the successful
bidder upon delivery of the Bonds. Copies of said opinion will be filed with DTC and with the
Paying Agent.
TERMS OF SALE
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 the bid which represents the lowest True Interest Cost ("TIC")
to the District. The TIC will be the nominal interest rate which, when compounded
semiannually and used to discount all debt service payments on the Bonds to the date of the
Bonds, results in an amount equal to the price bid for the Bonds. In the event that two or more
bidders offer bids at the same lowest TIC, the District will determine by lot which bidder will
be awarded the Bonds. For the purpose of calculating the TIC, the mandatory sinking fund
payments, if any (see "REDE1Vi MON--Mandatory Sinking Fund Redemption" above), shall be
treated as serial maturities in such years. The determination of the bid representing the lowest
TIC will be made without regard to any adjustments made or contemplated to be made after the
award by the Treasurer, as described herein under "ADJUSTMENT OF PRINCIPAL
AMOUNTS", even if such adjustments have the effect of raising the TIC of the successful bid
to a level higher than the bid containing the next lowest TIC prior to adjustment.
Form of Bid: Each bid must be for not less than all of the Bonds hereby offered
for sale and must be for not less than the par value thereof, plus accrued interest, if any, to the
date of delivery, plus such premium as is specified in the bid, and no bid will be accepted which
SF2-55498.1 5 41877-1�iMH-02/22/96
contemplates the waiver of any interest or other concession by the bidder as a substitute for
payment in full of the purchase price. Each bid must be delivered by facsimile transmission,
as described below, or enclosed in a sealed envelope addressed to the Clerk of the Board of
Supervisors, County of Contra Costa, and received by 10:00 A.M. California time, Tuesday,
April 9, 1996, at the offices of Sutro & Co., Inc., 201 California Street, San Francisco, CA
94111 (telephone (415). 445-8681; facsimile telephone (415) 392-1753). Each bid must be
clearly marked "Proposal for Purchase of Orinda Union School District General Obligation
Bonds, Election of 1995, Series 1996", or words of similar import. Each bid must be in
accordance with the terms and conditions set forth in this notice, and may (but need not) be
submitted on the bid form provided.
Neither the District, nor the County of Contra Costa, 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.
Statement of True Interest Cost MQ: Each bidder is requested, but not required,
to state in its bid the total percentage True Interest Cost ('ITC), which shall be considered as
informative only and not binding on either.the bidder or the District.
Good Faith Deposit: A good faith deposit (the "Deposit") in the form of a
cashier's check in immediately available funds, or a financial surety bond, in each case in the
amount of 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, Sutro & Co. Inc., Attn:
Stephanie Smith Lovette, 201 California-Street, San Francisco, Fax (415) 392-1753, prior to
opening of the bids. The financial surety bond must identify the bidder whose Deposit is
guaranteed by such financial surety bond, and the District assumes no responsibility for any
failure of a financial surety bond to list any bidder or to be received on a timely basis as
described in the preceding sentence. If the Bonds are awarded to a bidder submitting a financial
surety bond, then said successful bidder is required to submit its Deposit to the Treasurer in the
form of a cashier's check(meeting the requirements set forth above) or by wire transfer not later
than 3:00 p.m. on the next business day following the award. If such Deposit is not received
by that time, the financial surety bond shall be drawn by the Treasurer to satisfy the Deposit
requirement. Wiring instructions will be provided to the successful bidder.
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.
sFz-ssa�s.i 6 41M-1-,rnm-0zn2i96
No interest will be paid upon the Deposit made by any bidder. Deposit checks
of all bidders (except the successful bidder) will be returned by the County promptly following
the award of the Bonds to the successful bidder. The Deposit of the successful bidder will,
immediately upon acceptance of its bid, become the property of the District to be held and
invested for the exclusive benefit of the District. The principal amount of such Deposit shall
be applied to the purchase price of the Bonds at the time of delivery thereof. If the sale of the
Bonds is cancelled or postponed, all sealed bids shall be returned unopened.
If the purchase price is not paid in full upon tender of the Bonds, the successful
bidder shall have no right in or to the Bonds or to the recovery of its Deposit, or to any
allowance or credit by reason of such Deposit, unless it shall appear that the Bonds would not
be validly issued if delivered to the successful bidder in the form and manner proposed. In the
event of nonpayment by the successful bidder, the amount of the Deposit shall be retained by
the District as and for liquidated damages for such failure by the successful bidder, and such
retention shall constitute a full release and discharge of all claims by the District against the
successful bidder arising from such failure. The District's actual damages.in such event may
be greater or may be less than the amount of the Deposit. Each bidder waives any right to claim
that the District's,actual damages are less than such amount.
Right of Rejection: The Treasurer, acting on behalf of and in consultation with
the District, reserves the right to reject..any and all bids and to waive any irregularity or
informality in any bid.
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 April 24, 1996. 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.
Litigation:tom: There is no litigation pending concerning the validity of the Bonds,
the corporate existence of the District or the entitlement of the officers of the County of Contra
Costa to their respective offices, and the District will furnish to the successful bidder a
no-litigation certificate or certificates certifying the foregoing as of and at the time of the
delivery of the Bonds.
SF2 55498.1 7 41877-1]MH-0VI2/96
CUSIP Numbers and Other Fees: It is expected that the successful bidder will
apply for CUSIP identification numbers for the Bonds, and furnish such numbers to Bond
Counsel. It is anticipated that such CUSIP numbers will be printed on the Bonds being delivered
to DTC, but neither the failure to print such number on any Bond nor any error with respect
thereto shall constitute.cause for a failure or refusal by the successful bidder to accept delivery
of and pay for the Bonds in accordance with the terms and conditions of its bid. All expenses
in relation to the printing of CUSIP numbers on the Bonds shall be paid by the District, but the
CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful
bidder. The successful bidder shall also be required to pay all fees required by The Depository
Trust Company, New York, New 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 any California Debt Advisory Commission fee payable
with respect to the Bonds.
Certification of Reoffering Vices: The successful bidder shall be required, as a
condition to delivery of the Bonds, to certify to the District in writing, in form and substance
satisfactory to the District and to Bond Counsel, (i) that as of the date of sale, all of the Bonds
purchased were expected to be reoffered in a bona fide public offering; (ii) that as of the date
of the certification, all of the Bonds purchased had actually been offered to the general public;
(iii) the maximum initial bona fide offering prices at which a substantial amount (at least 10%)
of each maturity of the Bonds purchased was sold to the general public.
Bond Insurance at Bidder's Option: Bids will be accepted which are based upon
the issuance of a municipal bond insurance policy for some or all of the Bonds, provided that
payment of any insurance premium and any additional fees charged by any rating agency for
rating insured Bonds shall be the sole responsibility of the bidder. The District intends to apply
to Standard & Poor's Ratings Services for a rating on the Bonds and will be responsible for the
rating fee incurred only in connection with such rating.
Bids shall not be conditioned upon the issuance of a municipal bond insurance
policy. The District and the County will cooperate in any effort to qualify the Bonds for such
bond insurance. Neither the District nor the County makes any representation as to whether the
Bonds will qualify for municipal bond insurance, and satisfaction of any conditions to the
issuance-of a municipal bond insurance policy shall be the sole responsibility of the bidder. In
particular, the County will neither amend nor supplement the Resolution in any way nor will it
agree in advance of the sale of the Bonds to enter into any additional agreements with respect
to the provision of any such policy. FAILURE OF THE INSURANCE PROVIDER TO
ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE FOR A FAILURE .OR
REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT DELIVERY OF OR PAY FOR
THE BONDS. The successful bidder must provide the District with the municipal bond
insurance commitment and information with respect to the municipal bond insurance policy and
the insurance provider for inclusion in the final Official Statement within two (2) business days
s -ssa�g.i 8 asn-i MH-W22ro6
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 Sutro & Co. Inc., 201 California Street, San Francisco, telephone (415) 445-
8681. 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 100 copies of the final Official
Statement within seven ('n business days of the award date.
Official Statement 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 provided
by the Treasurer regarding County investments, and except for information respecting a
municipal bond insurance policy with respect to the Bonds and the provider thereof, as to which
no view shall be expressed) does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, and that there has been no
material adverse change in the financial condition or affairs of the District which would make
it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection
with the resale of the Bonds.
Continuing Disclosure Certificate: In order to assist bidders in complying with
S.E.C. Rule 15c2-12(b)(5), the District will undertake, pursuant to a Continuing Disclosure
Certificate, to provide certain annual financial information and notices of the occurrence of
certain events, if material. A description of this undertaking is set forth in the Preliminary
Official Statement and will also be set forth in the Final Official Statement.
Dated: March 12, 1996.
/s/ Phil Batchelor
Clerk of the Board of Supervisors
and County Administrator
County of Contra Costa, California
M-0498.1 9 41Vn-1.,rnm-0=ro%
EXHIBIT 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 April 9, 1996 (the
"Oficial Statement"), relating to the Orinda Union School District General Obligation Bonds,
Election of 1995, Series 1996 (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:
SF2-55498.1 419"-I-AM-02r21/96
OH&S DRAFT
3/4/96
NOTICE OF INTENTION TO SELL
Not to Exceed $12,500,000
ORINDA UNION SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 1995, SERIES 1996
NOTICE IS HEREBY GIVEN that the above Bonds will be offered for public sale
by the Board of Supervisors of the County of Contra Costa, State of California, on Tuesday,
April 9, 1996,.at the hour of 10:00 A.M., California time (or on such other date and time as may
be determined by the County as provided in the paragraph below), at the offices of Sutro & Co.,
Inc., 201 California Street, San Francisco, CA 94111 (telephone (415) 445-8681; facsimile
telephone (415) 392-1753), subject to all of the terms and conditions of the Official Notice of Sale
describing the Bonds, copies of which (along with a Preliminary Official Statement relating to the
Bonds) will be furnished upon request to Sutro & Co. Inc. at the above address.
Any sale date for the Bonds may be changed at the sole discretion of the County by
providing notice thereof on the Munifacts News Service at least twenty-four(24) hours prior to the
then-scheduled sale date of the Bonds.
Dated: March 12, 1996.
/s/ Phil Batchelor
Clerk of the Board of Supervisors
and County Administrator
County of Contra Costa, California
SF2-55498.1 41877-1-JMH-02/22/96
ORINDA UNION SCHOOL DISTRICT
` COUNTY OF CONTRA COSTA,.STATE OF CALIFORNIA
Res. No.
RESOLUTION PRESCRIBING THE TERMS OF-SALE OF BONDS OF ORINDA UNION
SCHOOL DISTRICT, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY
OF CONTRA COSTA TO SELL SAID BONDS, APPROVING FORMS OF OFFICIAL
NOTICE OF SALE AND OF NOTICE OF INTENTION TO SELL BONDS, REQUESTING
SAID BOARD OF SUPERVISORS TO DELEGATE TO THE COUNTY TREASURER OR
HIS DESIGNEE AUTHORIZATION TO AWARD BID FOR SAID BONDS, AND
AUTHORIZING AN OFFICIAL STATEMENT, ADVERTISING, AND EXECUTION OF
NECESSARY CERTIFICATES.
WHEREAS, this Board of Trustees of Orinda Union School District, County of
Contra Costa, California (herein called the "District"), duly called and an election was regularly
held in the District on March 7, 1995, at which the following proposition was submitted to the
electors of the District:
"Shall the Orinda Union School District issue bonds for the purposes of
constructing school facilities and improving school facilities and sites to
accommodate increased enrollment and relieve overcrowding, to address
curriculum needs, and to replace obsolete facilities, including the
renovation and construction of classrooms, libraries, science labs,
restrooms, and multipurpose rooms at various school sites including
Wagner Ranch School, and improvement of handicapped access, in the
total amount of $16 million, to bear interest at a rate not to exceed the
statutory maximum?"
and
WHEREAS, more than two-thirds of the votes cast on said proposition were in
favor of issuing said bonds; and
WHEREAS, this Board of Trustees deems that it is necessary and'desirable that
the Board of Supervisors of the County of Contra Costa, California (the "County"), offer for
sale on April 9, 1996, or such other date as may be determined, a portion of said bonds in a
single series as "Orinda Union School District General Obligation Bonds, Election of 1995,
Series 1996," in an aggregate principal amount not exceeding 0W,0 A-> S2,500.000y
according to the terms and in the manner hereinafter set forth; and
SF2-233149.2(2855502.2 to 2355502.3 mdlmed)
I
WHEREAS, there have been submitted and are on file with the Clerk of this
Board of Trustees proposed forms of an Official Notice of Sale of Bonds, a Notice of Intention
to Sell Bonds, and an Official Statement, all with respect to not to exceed ,
$12.500.000 aggregate principal amount of Orinda Union School District General Obligation
Bonds, Flection of 1995, Series 1996, proposed to be sold;
NOW, THEREFORE, THE BOARD OF TRUSTEES OF ORINDA UNION
SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
Section 1. All of the above recitals are true and correct.
Section 2. The Board of Supervisors of the County is hereby requested to sell not
to exceed-<P0, 0,0W> $12,500,000 aggregate principal amount of general obligation bonds
of the Orinda Union School District on April 9, 1996, or such other date as the Treasurer-Tax
Collector of the County or a duly appointed deputy thereof(the "County Treasurer"), acting as
authorized by resolution of the Board of Supervisors of the County, shall determine upon
consultation with the Superintendent of the District and the Financial Advisor to the District(as
defined in Section 5 hereof), but in any event no later than August 9, 1996, and to designate said
bonds as the "Orinda Union School District General Obligation Bonds, Election of 1995, Series
1996 (herein called the "Series 1996 Bonds" or the "Bonds"). The final principal amount shall
be as determined by the County Treasurer upon consultation with the Superintendent of the
District and the Financial Advisor and specified in the Official Notice of Sale referred to in
Section 5 hereof.
Section 3. The maximum acceptable interest rate on the Series 1996 Bonds shall
be twelve percent (12%) per annum. The principal and interest obligations represented by the
Bonds shall be obligations solely of the District, payable as described in the Official Notice of
Sale. The Bonds shall mature on October 15 in each year of maturity, and in such principal
amounts, as shall be determined by the County Treasurer upon consultation with the
Superintendent,of the District and the Financial Advisor to the District, and as specified in the
Official Notice of Sale. No Bond shall mature prior to October 15, 1999, and no Bond shall
mature later than October 15, 2020.
The Series 1996 Bonds shall be dated April 15, 1996, and shall be issued in
denominations of $5,000 or any integral multiple thereof (provided that no Bonds shall have
principal maturing on more than one principal maturity date). Interest on the Series 1996 Bonds
shall by payable commencing on April 15, 1997, and thereafter on April 15 and October 15 in
each year.
Section ¢. (a) Qptional Redemption: Series 1996 Bonds maturing on or before
October 15, 2006, shall not be subject to redemption prior to their respective stated maturity
dates. Series 1996 Bonds maturing on and after October 15, 2007, shall be subject to
redemption prior to their respective stated maturity dates, at the option of the District, from any
source of available funds, as a whole or in part on any date on or after October 15, 2006, at the
prices set forth below. If less than all of the Series 1996 Bonds are called for redemption, such
SM-253149.2{2355502.2 to 2555502.3 redlined} 2
Section 14. This resolution shall take effect from and after its adoption.
PASSED AND ADOPTED this <�-.,;�h day of March.
1996, by the following vote:
AYES: Members
NOES:
ABSENT:
President of the Board of Trustees
Orinda Union School District
Attest:
Clerk of the Board of Trustees
Orinda Union School District
sn-263149.2{2655502.2 W 2655502.3 redliwd} ()
SECRETARY'S CERTIFICATE
I, Richard Winefield, Secretary of the Board of Trustees of the Orinda Union
School District, County of Contra Costa, California, do hereby certify as follows:
The attached is a full, true and correct copy of a resolution duly adopted at a
regular meeting of said Board of said District duly and regularly held at the regular meeting
place thereof on < -4-March 4, 1996, of which meeting all of the members of
said Board of Trustees had due notice and at.which a quorum thereof was present; and that at
said meeting said resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
Eight Altarinda Road, Orinda, California, a location freely accessible to members of the public,
and a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on
file and of record in my office; the attached resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said minutes; and said resolution has
not been amended, modified or rescinded since the date of its adoption, and the same is now in
full force and effect.
WITNESS my hand this day of , 1996
Secretary of the Board of Trustees
Orinda Union School District
M-233149.2{2355502.2 to 2955502.3 redlined}
AFFIDAVIT OF POSTING OF AGENDA
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
hereby declares that he is a citizen of the
United States of America, over the age of 18 years; that acting for the Board of Trustees of the
Orinda Union School District he posted on , 1996, at Eight Altarinda Road,
Orinda, California, a location freely accessible to members of the public, an agenda for the
regular meeting of the Board of Trustees of the Orinda Union School District to be held on
Math 4, 1996, a copy of which is attached hereto.
Dated: , 1996.
I declare under penalty of perjury that the foregoing is true and
correct.
M-233149.2(2355302.2 to 2355502.3 ndl®od)
RESOLUTION NO.
Dated:
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF
BONDS OF THE ORINDA UNION 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 Orinda Union School District, County of
Contra Costa, California (herein called the "District"), duly called and an election was regularly
held in the District on March 7, 1995, at which the following proposition was submitted to the
electors of the district:
"Shall the Orinda Union School District issue bonds for the purposes of
constructing school facilities and improving school facilities and sites to
accommodate increased enrollment and relieve overcrowding, to address
curriculum needs, and to replace obsolete facilities, including the
renovation and construction of classrooms, libraries, science labs,
restrooms, and multipurpose rooms at various school sites including
Wagner Ranch School, and improvement of handicapped access, in the
total amount of $16 million, to bear interest at a rate not to exceed the
statutory maximum?"
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 April 9, 1996, a series of general obligation bonds of said issue
and to designate such bonds the "Orinda Union School District General Obligation Bonds,
Election of 1995, Series 1996" in an aggregate principal amount not to exceed 4$10,0w,ow>
$129500,000, according to the terms and in the manner set forth in a resolution duly adopted by
the Board of Trustees of the District, a certified copy of which has been filed with the Clerk of
this Board of Supervisors; and
WHEREAS, this Board of Supervisors has determined that it is necessary and
desirable that bonds of said authorized issue be issued and sold for the purposes for which
M-233149.2(2355502.2 to 2555502.3 ndi®ed)
G
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-4$10,W0,9W> $12.500.000 aggregate
principal amount of Orinda Union School District General Obligation Bonds, Flection of 1995,
Series 1996, proposed to be sold;
NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF SUPERVISORS
OF THE COUNTY OF CONTRA COSTA AS FOLLOWS:
Section 1. Recitals: All of the above recitals are true and correct.
Section 2. District Resolution IncoThe resolution of the Board of
Trustees of the District on file with the Clerk of this Board is hereby incorporated herein by
reference and all of the provisions thereof are made a part hereof and shall be applicable to the
bonds herein provided for, except as only herein otherwise expressly provided.
Section 3. Authorization of Bonds: This Board of Supervisors hereby authorizes,
on behalf of the Orinda Union School District, the sale on April 9, 1996 (or on such other date
as shall be determined by the Treasurer-Tax Collector of the County of Contra Costa or a duly
appointed deputy thereof (the "County Treasurer"), upon consultation with the Superintendent
of the District and the financial advisor to the District, so long as such date is not later than
August 9, 1996), of not to exceed <$!O,GW,Q-AA> $12,500,000 aggregate principal amount
of general obligation bonds of the District,'and designates said bonds to be sold as the "Orinda
Union School District General Obligation Bonds, Election of 1995, Series 1996" (the "Series
1996 Bonds" or the "Bonds"). The Bonds shall be issued in the principal amounts and maturing
in the years as further described herein.
Section 4. Terms of Bonds: 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 April 15, 1996, 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 1996 Bonds), such
interest to be payable commencing on April 15, 1997, and thereafter on April 15 and October 15
of each year.
The Series 1996 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 1996 Bonds and registered ownership of .
the Series 1996 Bonds may not thereafter be transferred except as provided in Section 8 hereof.
The Bonds shall mature, or shall be subject to mandatory sinking fund
redemption, as described in Section 7(b) hereof, on October 15 of each of the years from and
sF ?MI49.2(2855302.2 to 23555043 ieftwd) 2.
S
Section 17. Effective Date: This resolution shall take effect from and after its
adoption.
PASSED AND ADOPTED this < -12th day of < rch,
1996, by the following vote:
AYES: SUPERVISORS:
NOES:
-<GLERK ABSENT:
Chair of the Board of Supervisors
ATTEST: Phil Batchelor, Clerk of the Board
of Supervisors and County Administrator
Deputy Clerk of the Board of Supervisors
M-253149.2{2555502.2 W 2S55502.3 redlined} 13
CERTIFICATE OF THE CLERK OF THE BOARD OF SUPERVISORS
• AND COUNTY ADMINISTRATOR
I, Phil Batchelor, Clerk of the Board of Supervisors (the "Board") ander
Administrator of the County of Contra Costa, do hereby certify that the attached is a,full, true
and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly
and regularly and legally held at the regular meeting place thereof on
March 12, 1996, of which meeting all the members of the Board had due
notice and at which a quorum thereof was present; that at said meeting said resolution was
adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at 651
Pine Street, Martinez, California, a location freely accessible to members of the public, and a
brief description of said resolution appeared on said agenda.
I further certify that I have carefully compared the same with the original.minutes
of said meeting on file and of record in my office and that said resolution is duly entered of
record and 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.
WITNESS my hand this < � day of
March, 1996.
PHIL BATCHELOR, Clerk of the Board of
Supervisors and County Administrator
Dem Clerk of the Board of Supervisors
County of Contra Costa
02-20149.2{2S55502.2 to 2655502.3 redlined}
c
AFFIDAVIT OF POSTING OF AGENDA
STATE OF CALIFORNIA )
ss.
COUNTY OF CONTRA COSTA )
hereby declares that he is a citizen of the
United States of America, over the age of 18 years; that acting for the Board of Supervisors of
the County of Contra Costa he posted on _, 1996, at 651 Pine Street, Martinez,
California, an agenda for the regular meeting of the Board of Supervisors of the County of
Contra Costa to be held on < Maw, 1996, a copy of which is attached
hereto.
Dated: , 1996.
I declare under penalty of perjury that the foregoing
is true and correct.
SF2-283149.2(2955502.2 s0 2855502.3 xedlmod)
I
OH&S DRAFT
_ Q 24G9 3/4/95/4/95
OFFICIAL NOTICE OF SALE
060,000-$12.500.000*
ORINDA UNION SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 19959, SERIES 1996
NOTICE IS HEREBY GIVEN that telecommunicated proposals as well as sealed
proposals will be received on behalf of the Board of Supervisors of the County of Contra Costa,
State of California (the "County"), at the offices of Sutro & Co., Inc., 201 California Street,
San Francisco, CA 94111 (telephone (415) 445-8681; facsimile telephone (415) 392-1753) on
Tuesday, April 9, 1996
at 10:00 A.M. California time for the purchase of $12�* principal
amount of bonds of Orinda Union School District, County of Contra Costa (herein called the
"District"), designated "Orinda Union School District General Obligation Bonds, Election of
1995, Series 1996" (herein called the."Bonds") more particularly described below.
The County, acting on behalf of and in consultation with the District, reserves the
right to cancel, postpone or reschedule the sale of the Bonds upon notice given through the
Munifacts News Service not less than twenty-four (24) hours prior to the time bids are to be
received. If the sale is postponed, bids will be received at the place set forth above, at the date
and time as the Treasurer-Tax Collector of the County(the "Treasurer") shall determine. Notice
of the new sale date and time, if any, will be given through Munifacts News Service no later
than twenty-four(24)hours prior to the new time bids are to be received. As an accommodation
to bidders, telephone or fax notice of the postponement of the sale date and of the new sale date
will be given to any bidder requesting such notice from Sutro& Co. Inc., 201 California Street,
San Francisco (telephone (415) 445-8681, fax (415) 392-1753). Failure of any bidders to
receive such Munifacts News Service, telephone or fax notice shall not affect the legality of the
sale.
The Bonds are part of an issue of$16,000,000 authorized at an election held in
the District on March 7, 1995, and are issued under and pursuant to the provisions of Sections
15000 and following of the Education Code of the State of California and all laws amendatory
thereof or supplemental thereto, and pursuant to the provisions of a resolution of the Board of
Trustees of the District, adopted on -< M_, 1996 and a resolution of
* Aunroximate: subject to adjustment.
M-233149.2(2955502.2 to 2355502.3 m i wd) 41877-1,TMH OZr26/96
the Board of Supervisors of the County of Contra Costa, adopted on
Man�h 12, 1996 (collectively, the "Resolution-), copies of which will be
furnished to any interested bidder upon request.
ISSUE: The Bonds will be issued in the principal amount of <$10,090,,000>
$12,500,000*, as fully registered Bonds, all dated April 15, 1996, first interest payable on
April 15, 1997, and maturing on October ,15 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.
Maturity Date Principal Maturity Date Principal
(October 15) Amount (October 15) 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.
ADJUSTMENT OF PRINCIPAL AMOUNTS: The principal amounts of each
maturity of Bonds set forth above reflect certain estimates of the District and its financial advisor
with respect to the likely interest rates of the winning bid and the premium contained in the
winning bid. Following the determination of the successful bidder, the Treasurer, acting on
behalf of and in consultation with the District, reserves the right to increase or decrease the
principal amount of each maturity of the Bonds, in $5,000 increments, by an amount not to
exceed ten percent (10%) of each such principal payment; provided, however, that the adjusted
aggregate principal amount of the Bonds shall not exceed<S10,9W,,ow> $12,500.M. Such
adjustment shall be made within 26 hours of the bid opening and in the sole discretion of the
Treasurer, upon a recommendation of the Superintendent of the District and the financial advisor
to the District. The aggregate price bid by the successful bidder will be adjusted by the
Treasurer proportionate to any increase or decrease in the aggregate principal amount of the
Bonds and without consideration for the reoffering price by the successful bidder to the public
ece.i 2 sieni-n►m-olrzv9c
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
Mowing 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 Sutro & Co. Inc., 201 California Street, San Francisco, telephone (415) 445-
8681..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 Oficial Statement. The District will furnish to the
successful bidder, at no expense to the.successful bidder, up to 100 copies of the final Official
Statement within seven (7) business days of the award date.
Official Statement 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 provided
by the Treasurer regarding County investments, and except for information respecting a
municipal bond insurance policy with respect to the Bonds and the provider thereof, as to which
no view shall be expressed) does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading, and that there has been no
material adverse change in the financial condition or affairs of the District which would make
it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection
with the resale of the Bonds.
Continuing Disclosure Certificate: In order to assist bidders in complying with
S.E.C. Rule_150-12(b)(5), the District will undertake, pursuant to a Continuing Disclosure
Certificate, to provide certain annual financial information and notices of the occurrence of
certain events, if material. A description of this undertaking is set forth in the Preliminary
Oficial Statement and will also be set forth in the Final Official Statement.
Dated: 4 >Maw, 1996.
/s/ Phil
Batchelor
Clerk of the Board of Supervisors
of he>. and Countv Administrator
County of Contra Costa, California
sr2-SS4".i 9 41M-1-JM-02n2/96
r OH&S DRAFT
W260W>-, 4/96
NOTICE OF INTENTION TO SELL
Not to Exceed -E$10,000,000�, $12,500,000
ORINDA UNION SCHOOL DISTRICT
(County of Contra Costa, State of California)
GENERAL OBLIGATION BONDS
ELECTION OF 1995, SERIFS 1996
NOTICE IS HEREBY GIVEN that the above Bonds will be offered for public sale
by the Board of Supervisors of the County of Contra Costa,. State of California, on Tuesday,
April 9, 1996, at the hour of 10:00 A.M., California time (or on such other date and time as may
be determined by the County as provided in the paragraph below), at the offices of Sutro & Co.,
Inc., 201 California Street, San Francisco, CA 94111 (telephone (415) 445-8681; facsimile
telephone (415) 392-1753), subject to all of the terms and conditions of the Oficial Notice of Sale
describing the Bonds, copies of which (along with a Preliminary Official Statement relating to the
Bonds) will be furnished upon request to Sutro & Co. Inc. at the above address.
Any sale date for the Bonds may be changed at the sole discretion of the County by
providing notice thereof on the Munifacts News Service at least twenty-four(24) hours prior to the
then-scheduled sale date of the Bonds.
Dated: < >March 12, 1996.
/s/ Phil Batchelor
Clerk of the Board of Supervisors
fhe> and County Administrator
County of Contra Costa, California
M-55498.1 arn-wmH-m/22/96