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MINUTES - 06021998 - C124
RESOLUTION NO.981287 Dated: June 2, 108 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF BONDS OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING THE ',FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS. WHEREAS, an election was duly called and regularly held l in the San Ramon Valley Unified School District, County of Contra Costa, California (herein called the "District"), on April 14, 1998, at which the following proposition was submitted to the electors of the District: "Shall the San Ramon Valley Unified School District be authorized to incur bonded indebtedness in the principal amountof $70,000,040 to bear interest at rates not exceeding the statutory limit, to raise funds for the acquisition, construction and improvement of real property, including the authorized school purposes set forth below, as recommended by the Citizens' Advisory Committee on District Facilities, and for additional projects to the extent of available funds? Iron Horse Middle School Expansion/Completion. Monte Vista High Classroom Expansion-new Classrooms Alamo-Add Multipurpose Room Neil Armstrong-Add Multipurpose Room Los Cerros Middle School-Add Gymnasium John Baldwin-Add Multipurpose room Bollinger Canyon-Add Multipurpose room California High School Classroom expansion-New classrooms Neil Armstrong-Add new classrooms Greenbrook-Add Multipurpose room Alamo-Add classrooms Stone Valley Middle School-Add Gymnasium San Ramon Valley High Expansion-new classrooms and replacements of portable classrooms Walt Disney-Add new classrooms Twin Creeks-Add new classrooms Monte Vista High-New Music Room Stone Valley Middle School Expansion-classrooms oocssrI:263002.1 San Ramon Valley High-Add Auditorium Monte Vista High-Add 2nd gymnasium Construct New Middle School Los Cerros Middle School Modernization Alamo Elementary Modernization Kindergarten Class size reduction-add classrooms at each elementary school High School technology-Monte Vista and San Ramon Valley High California High Design Development&Phase I Modernization Monte Vista High Modernization Country Club Modernization." and WHEREAS, at least two-thirds of the votes cast on said proposition were In favor of issuing said bonds; and WHEREAS, none of said bonds, designated have heretofore been issued and sold; and WHEREAS, the Board of Trustees of the District has requested this Board of Supervisors of the County of Contra Costa (the "County") to issue all or a portion of said bonds in a single series designated the "San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A" in an aggregate principal amount not exceeding $70,000,000, and to authorize the sale of said bonds by a negotiated sale to Altura,Nelson & Co., Incorporated (the "Underwriter") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract"), a form of which has been submitted to and is on file with the Clerk of this Board of Supervisors, all according to the terms and in the manner set forth in a resolution duly adapted by the Board of Trustees of the District on May 19, 1998, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and WHEREAS, this Board of Supervisors accepts the representation of the District that it is necessary and desirable that said bonds be issued and sold by a negotiated sale for the purposes for which said bonds have been authorized and on the terms and conditions set forth in said resolution of the Board of Trustees of the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section 1. Recitals: All of the above recitals are true and correct. Section 2. District Resolution Incorporated: The resolution of the Board of Trustees of the District adopted on May 19, 1998, is incorporated herein by reference and all of the provisions thereof are made a part hereof and shall be applicable to the bonds herein provided for, except as herein otherwise expressly provided. Section 3. Authorization and Designation of Bonds: This Board of Supervisors hereby authorizes on behalf of the San Ramon Valley Unified School District, the issuance and sale of not to exceed $70,000,000 aggregate principal amountof bonds of the DOCSSF1:263002.1 2 District and designates said bonds to be issued and sold as the "San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A (herein called the "Series A Bonds" or the "Bonds"). The Series A Bonds shall be issued in the form of Capital Appreciation Series A Bonds (collectively, the "Series A Bonds"), as provided in Section 5 hereof: Section 4. Form of Bonds.• Execution: (a) Book-Entrv. The Depository Trust Company, New York, New York, is hereby appointed depository for the Series A Bonds, The Series A Bonds shall be issued in book-entry form only, and shall be initially registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, and registered ownership of the Series A Bonds may not thereafter be transferred except as provided in Section 9 hereof One bond certificate shall be issued for each maturity of the Series A Bonds. (b) Form of Certificates. The Series A Bonds shall be issued in fully registered form without coupons. The Series A Bonds and the Paying Agent's certificate of authentication and registration and the form of assignment to appear on each of them, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion of the text of any Series A Bond is printed on the reverse of the Series A Bond, the following legend shall be printed on the Series A Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." (c) Execution of Bonds. The Series A Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the County Treasurer, and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as defined in Section 8(a) hereof). (d) Valid Authentication. Only such of the Series A Bonds as shall bear thereon a certificate of authentication and registration as described in subsection (b), executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series A Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) Identifying Number. The Paying Agent shall assign each Series A Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof at its principal corporate trust office, which record shall be available to the District and the County for inspection, Section 5. Terms of Bonds: (a) Date of Bonds. The Series'A Bonds shall be dated the date of their delivery, or such other date as shall be specified in the Bond Purchase Contract. DOCSSFi:263002.1 3 (b) Denominations. The Series A Bonds shall be issued in denominations of $5,000 accreted value at maturity ("maturity value") or any integral multiple thereof, except that the first numbered Series A Bond may be issued in a denomination such that the maturity value of such Series A Bond shall not be an integral multiple of$5,000. (c) Maturity. The Series A Bonds shall mature on the date, in each of the years, and in such maturity values as shall be set forth in the Bond Purchase Contract. No Series A Bond shall mature prior to July 1, 2000, and no Series A Bond shall mature later than the date which is 20 years from the date of the Series A Bonds, to be determined as provided in subsection (a) of this Section. No Series A Bond shall have principal maturing on more than one principal maturity date. (d) Interest. As used in this Resolution and in the Bonds, the terms "interest payment date," and `interest date" shall be interchangeable, and shall mean January 1 and July I of each year, or such other dates specified in the Bond Purchase Contract. The Series A Bonds shall not bear current interest, each Series A Bond shall accrete in value daily over the term to its maturity (on the basis of a 360-day year consisting of twelve 30-day months), from its initial principal (denominational) amount on the date of issuance thereof to its stated maturity value at maturity thereof, on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between interest dates), commencing on January 1, 1999, and thereafter on January I and July I in each year (or on such other initial and semiannual interest dates as shall be specified in the Bond Purchase Contract). The accreted value per$5,000 maturity value of the Series A Bonds on each interest date shall be given for reference in a table of accreted values to appear in the Series A Bonds; provided, that the accreted value determined in accordance with this Section shall prevail ,over any different accreted value given in said table. Interest on the Series A Bonds shall be payable only upon maturity or prior redemption thereof Section 6. (a) Pa meat: The accreted value of the Series A Bonds shall be payable in lawful money of the United States of America to the person whose name appears on the bond registration books of the Paying Agent (as described in Section 8'(c) hereof) as the registered owner thereof (the "Owner"), upon the surrender thereof at the principal corporate trust office of the Paying Agent. (b) Payment Fund: Principal due on the Series A Bonds shall be paid from the interest and sinking fund of the District as provided in Section 151.46 of the Education Code. Section 7. Redemption Provisions: (a) Optional Redem tion. The Series A Bonds shall be subject to redemption, at the option of the District, on the dates and terms provided herein, or on such other dates and terms as shall be designated in the Bond Purchase Contract. The Bond Purchase Contract may provide that the Series A Bonds shall not be subject to optional redemption. (b) Mandatoryr Sinking Fund Redemption. The Series A Bonds, if any, which are designated in the Bond Purchase Contract as Series A Term Bonds shall also be subject to redemption prior to their stated maturity date, in part by lot, from mandatory sinking fund DOGSSF1.263002.1 4 payments in the amounts and at the times set forth in the Bond Purchase Contract, without a redemption premium. The principal amount of each mandatory sinking fund payment of any maturity shall be reduced proportionately by the amount of any Series A Bands of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond Purchase Contract may provide that the Series A Bonds shall not be subject to mandatary redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series A Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redemption. Notice of redemption of any Series A Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any redemption of Series A Bonds shall be mailed postage prepaid, not less than thirty (30) dor more than sixty (60) days prior to the redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and (iv) as may be further required in accordance with the Continuing Disclosure Certificate of the District described in Section 15. Each notice of redemption shall contain all of the following information: (i) the date of such notice; (ii) the name of the Bonds and the date of issue of the Bonds; (iii) the redemption date; (iv) the redemption price; (v) the dates of maturity of the Bonds to be redeemed; (vi) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (vii) (in the case of Bonds redeemed in part only) the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (viii) the CUSIP number, if any, of each maturity of Bonds to be redeemed; (ix) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the Paying Agent; and (x) notice that further interest on such Bonds will not accrue after the designated redemption date. Docss171:263002A 5 (d) Effect of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series A Bond or by any securities depository or information service of notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in subsection(e) of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the redemption premium thereon, if any, only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. (e) Redemption Fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District, or held in trust for such purpose as provided by law, monies for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such monies so set aside in any such escrow fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds, provided that all monies in the interest and sinking fund of the District shall be used for the purposes established and permitted by law. Any interestdue on or prior to the redemption date shall be paid from the interest and sinking fund of the District, unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are monies remaining in the interest and sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said monies shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; provided, however, that if said monies are part of the proceeds of bonds of the District, said monies shall be transferred to the fund created for the payment of principal of and interest on such bonds. If no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law.' (f) Defeasance of Bonds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of all outstanding Bonds all of the principal, interest and premium, if any, represented by Bonds at the times and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith, then such Owners shall cease to be entitled to the obligation of the District as provided in Section 11 hereof, and such obligation and all agreements and covenants of the District and of the County to such Owners hereunder and under the Bonds shall thereupon DOCSSF1:263002.I 6 be satisfied and discharged and shall terminate, except only that the Districtt shall remain liable for payment of all principal, interest and premium, if any, represented by the Bonds, but only out of monies on deposit in the interest and sinking fund or otherwise held in trust for such payment; and provided further, however, that the provisions of subsection (g) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non-callable direct obligations of the United States of America or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to accrue thereon and available monies then on deposit in the interest and sinking fund of the District, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. (g) Unclaimed Monies. Any money held in any fund created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said monies shall be transferred to the general fund of the District as provided and permitted by law. Section 8. Paying Agent: (a) Appointment. BNY Western Trust Company, in San Francisco, California, is hereby appointed the initial Paying Agent for the Series A Bonds (the"Paying Agent"). (b) Principal Corporate Trust Office. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Series A Bonds shall mean in care of the corporate trust office of BNY Western Trust Company, San Francisco, California, provided, however, that in any case "principal corporate trust office" shall mean any other office of the Paying Agent designated for a particular purpose, and shall include the principal corporate trust office or other designated office of any successor paying agent. (c) Registration Books. The Paying Agent will keep or cause to be kept at its principal corporate trust office sufficient books for the registration and transfer of the Series A Bonds, which shall at all times be open to inspection by the District, and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred on said books, Series A Bonds as provided in Section 9 hereof. (d) Payment of Fees and Expenses. The fees and expenses of the Paying Agent not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of the Education Code of the State of California. bocssrI:263002.1 7 Section 9. Transfer Under Book-Entry System, Discontinuation of Book- Entry System: (a) The Series A Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series A 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"); roz� vided, that any successor of Cede & Co., as nominee of The Depository Trust Company or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) the resignation of The Depository Trust Company or its, successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor(or any substitute depository or its successor)is no longer able to carry out its functions as depository; row vided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County!(upon consultation with the District) to remove The Depository Trust Company or its successor (or any substitute depository or its successor)from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this section, upon receipt of the outstanding Series A Bonds by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new Series A Bond for each maturity shall be executed and delivered in the aggregate maturity value of the Series A Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the District or County. In the case of any transfer pursuant to clause (iii) of subsection (a) of this section, upon receipt of the outstanding Series A Bonds by the Paying Agent together with alwritten request of the District or County to the Paying Agent, new Series A Bonds shall be executed and delivered in such denominations, numbered in the manner determined by the Paying Agent, and registered in the names of such persons, as are requested in such written request of the District or County, subject to the limitations of Section 5 and the receipt of such a written request of the District or County, and thereafter, the Series A Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution; provided, that the Paying Agent shall not be required to deliver such new Series A Bonds within a period of less than sixty (60) days after the receipt of any such written request of the District or County. (c) The County, the District and the Paying Agent shall be entitled to treat the person in whose name any Series A Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the County, the District or the Paying Agent; and the County, DOCSSF1:263002.1 8 the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series A Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including The :Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Series A Bonds. (d) So long as the outstanding Series A Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns in effecting payment of the principal of and interest on the Series A Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the date they are due. Section 10. Transfer and Exchange: (a) Transfer. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series A Bond may, in accordance with its terms, be transferred, upon the books rewired to be kept pursuant to the provisions of Section 8(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series A Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Series A Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series A Bond or Bonds of the same series, maturity and interest payment mode for a like aggregate maturity value. The Paying Agent may require the payment by any Owner of Series A Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of any Series A Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or(2)the close of business on the date on which notice is given that such Series A Bond has been selected for redemption in whole or in part, to and including the designated redemption date. (b) Exchange. The Series A Bonds may be exchanged for Series A Bonds of other authorized denominations of the same maturity and interest payment made, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series A Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed request for exchange in a form approved by the Paying Agent. Whenever any Series A Bond or Bonds shall be surrendered for exchange, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series A Bond or Bonds of the same maturity and interest payment mode for a like aggregate maturity value. The Paying Agent may require the payment by the Owner requesting such exchange of any tax or other governmental charge rewired to be paid with respect to such exchange. DocssFI:263002.1 9 No exchange of any Series A Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or(2)the close of business on the date on which notice is given that such Series A Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Section 11. Obligation of District: The Series A Bonds represent the statutory obligation of the District. The money for the payment of principal, redemption premium, if any, and interest with respect to the Series A 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 payment out of the interest and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem taxes for the payment of the Series A Bonds on all property in the District subject to taxation by the District without limitation as to rate or amount (except certain personal property which is taxable at limited rates). Section 12. Sale of Bonds Bond Purchase Contract: The Series A Bonds shall be sold to the Underwriter not later than August 8, 1998. The Bond Purchase Contract submitted to and on file with the Clerk of this Board of Supervisors providing for the side by this Board of Supervisors and the purchase by the Underwriter of the Series A Bonds at a purchase price to be set forth therein (which purchase price shall be approved by the County Treasurer, this Board of Supervisors hereby expressly delegating to such officer the authority to ';execute the Bond Purchase Contract on its behalf), is hereby approved; provided, that(i)the maximum true interest cost on the Series A Bonds shall not be in excess of 7% per annum, (ii) the underwriter's discount shall not exceed .75% of the principal amount of the Series A Bands, and (iii) the Series A Bonds shall otherwise conform to the limitations specified herein. The Bond Purchase Contract shall recite the aggregate principal amount of the Series A Bonds, the date thereof, the initial principal amounts, maturity dates, and maturity values of each maturity thereof, and the terms of optional and mandatory sinking fund redemption thereof The County Treasurer (or an authorized deputy or delegate of the County Treasurer) is hereby authorized and directed to accept the offer of the Underwriter when said offer is satisfactory to the County Treasurer, and to execute and deliver the Bond Purchase Contract on behalf of the County in substantially the form now on file with this Board of Supervisors, with such changes therein as shall be approved by the authorized officer of the County executing the same, and such execution shall constitute conclusive evidence of the County Treasurer's approval and this Board of Supervisors` approval of any change therein from the form of such Bond Purchase Contract. Section 13. Deposit and Investment of Proceeds: (a) The proceeds of sale of the Series A 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. D04CSSF1:263002.1 10 (b) All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, all or any portion of the building fund of the District may be invested in the Local Agency Investment fund in the treasury of the State of California. (ii) At the written direction of the District, given by the Superintendent of the District, who is hereby expressly authorized to give such direction, all or any portion of the building fund of the District may be invested on behalf of the District, in investment agreements, including guaranteed investment contracts, which comply with the requirements of each rating agency then rating the Series A Bonds. Section 14. Tax Covenant: The County acknowledges and relies upon the fact that 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 A Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the generality of the foregoing, the County acknowledges and relies upon the fact that the District has covenanted that it will comply with the requirements of the Tax Certificate of the District with respect to the Series A Bonds, to be entered into by the District as of the date of issuance of the Series A Bonds, and further stipulates that such representation and covenant shall survive payment in full or defeasance of the Series A Bonds, Section 15. Continuinq Disclosure Certificate: The Countyacknowledges and relies upon the fact that the District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The County acknowledges and relies upon the fact that the District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 16. Limited Responsibility for Official Statement: Neither the Board of Supervisors nor any officer of the County has prepared or reviewed the official statement of the District describing the Series A Bonds (the "Official Statement"), and this Board of Supervisors and the various officers of the County take no responsibility for the contents or distribution thereof, provided, however, that solely with respect to a section contained or to be contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, as they may relate to funds of the District held by the County Treasurer, the County Treasurer is hereby authorized and directed to prepare and review such information for inclusion in the District's Official Statement and in a preliminary Official Statement, and to certify to the District prior to or upon the issuance of the Series A Bonds that the information contained in such section does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. DOCSSFI:263002.1 11 Section 17. Approval of Actions: The Chair of this Board of Supervisors, the Clerk of this Beard of Supervisors, the County Auditor-Controller, the County Counsel, and the County Treasurer and the deputies and designees of any of there, are hereby authorized and directed to execute and deliver any and all certificates and representations, as may be acceptable to County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series A Bonds, necessary and desirable to accomplish the transactions authorized herein. Section 18, Effective Date: This resolution shall tape effect from and after its adoption. PASSED AND ADOPTED this day, June 2, 1998, by the following vote: AYES: SUPERVISORS: Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers NOES: None AB SENT:None Chair of the Boa d of Supervisors ATTEST: Phil Batchelor, Clerk of the Board Supe is rs and County Administrator tAa Deputy lark o t e Board of Supervisors DOCSSF1:2630011 12 CERTIFICATE OF THE CLERK.OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR I, Phil Batchelor, Clerk of the Beard of Supervisors (the "Board") and County Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adapted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on June 2, 1998,. and entered in the minutes thereof, of which meeting all the members of the Board had due notice and at which a quorum thereof was present; that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers NOES: None ABSTAIN: None ABSENT: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. WITNESS my hand this 2ndday of dune , 1998. PIAL BATCHELOR, Clerk of the Board of Supervisors and County Administrator aA444 01 Z 4 44 lot." De uty Clerk of the Board of Supervisors County of Contra Costa DOCSSF1:263042.1 EXHIM A [Form of Capital Appreciation Series A Bond] Number UNITED STATES OF AMERICA Maturity Value R- STATE OF CALIFORNIA _ COUNTY OF CONTRA.COSTA SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1998,SERIES A CAPITAL APPRECIATION BOND Maturity Date Dated as of CUSIP NO. July 1, ' 1998 Registered Owner: CEDE&CO. Initial Principal Amount: DOLLARS Accreted Value at Maturity: DOLLARS San Ramon Valley Unified School District of the County of Contra Costa, State of California (herein called the "District% acknowledges itself indebted to and promises to pay, on the maturity date specified above or upon prior redemption hereof, in lawful money of the United States of America, to the registered owner identified above or registered assigns, the accreted value hereof on such date, consisting of the initial principal amount hereof plus interest accreted thereon to such date(in accordance with the Resolution hereinafter defined and as reflected in the Table of Accreted Values hereinafter set forth, provided, that any accreted value determined in accordance with the Resolution shall prevail over any accreted values given in the Table of Accreted Values), commencing on the date hereof,compounded on January 1 and July 1 of each year commencing on January I, 1999, assuming in any such semiannual period that such interest accretes in equal daily amounts on the basis of a 360-day year of twelve 30-day months,until the obligation represented hereby shall have been discharged,as provided in the Resolution hereinafter defined, upon the surrender hereof at the principal corporate trust office (as defined in the Resolution) of BNY Western Trust Company (herein called the "Paying Agent"), the paying agent/registrar and transfer agent of the District. 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 or yields, interest payment modes, maturities and redemption provisions), amounting in the aggregate to $ principal amount,and designated as"San Ramon Valley Unified School District General Obligation Bonds,Election of 1998, Series A" (the "Bonds"). The Bonds were authorized by a vote of at least two-thirds of the voters voting at an election duly and legally called, held and conducted in the District on April 14, 1998. 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 June 2, 1998, and subject to the more particular terms specified in the Bond Purchase Contract,dated as of ,by and among the District,the County and Altura, Nelson&Co.,Incorporated. The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 accreted value at maturity (the "maturity value") or any integral multiple thereof, except that the first numbered Bond may be issued in a denomination such that the maturity value of such Bond shall not be in an integral multiple of $5,000, and 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, Docsst:i:263o02.t A-1 Bonds may be exchanged for a like aggregate maturity value of Bonds of the same series, interest payment mode, and maturity of other authorized denominations. This bond is transferable by the registered owner hereof, in person or by attorney duly authorized in writing,at 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 interest payment mode and same aggregate maturity value will be issued to the transferee in exchange herefor. The County, the District and the Paying Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the County, the District and the Paying Agent shall not be affected by any notice to the contrary. The Bonds are subject to optional and mandatory sinking fund redemption on the terms and subject to the conditions specified in the Resolution, and as further specified in the Bond purchase Contract of the Bonds executed by the Treasurer of the County on;lune 24, 1998. If this bond is called for redemption and payment is duly provided therefor,interest shall cease to accrue hereon from and after the date fixed for redemption. In reliance upon the representations, certifications and declarations of the District, the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of the District,including the amount of this bond, is within the limit provided by law, that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the laws authorizing the issuance of this bond,and that this bond is in substantially the form prescribed by order of this Board duly made and entered on its minutes, The Bonds represent an obligation of the District payable out of the interest and sinking fund of the District, and the money for the payment of the maturity value of this bond (or redemption price hereof upon redemption prior to maturity), shall be raised by taxation upon the taxable property of said District. This bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose,until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying Agent, IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be countersigned by the Deputy Clerk of said Board,as of the date set forth above. Chair of the Board of Supervisors County of Contra Costa "Treasurer-Tax Collector County of Contra Costa Countersigned: Deputy Clerk of the Board of Supervisors DOCSSF1:263002.1 A-Z PAYING AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered on , 1998. BNY"WESTERN TRUST COMPANY, San Francisco, California,as Paying Agent/Registrar and Transfer Agent By Authorized Officer DTC LEGEND Unless this certificate is presented by an authorized representative of The Depository Trust Company,a New York corporation("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 O'T'HER 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] DOCSSFI:263002.1 A-3 ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer tanto the within-mentioned Registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Paying AgentlRegistrar and Transfer Agent with full power of substitution in the premises. I.D.Number NOTE: The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Registered Bond in every particular,without alteration or enlargement or any change whatsoever: Dated: Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution. DOCssPi:263002.t A_4 [TABLE 4F ACCRETED VALUES] DOC38F1:263002.1 A-5 BOARD OF TRUSTEES OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA Resolution No. 81/97-98 RESOLUTION PRESCRIBING THE TERMS OF SALE OF BONDS OF SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT, REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA TO ISSUE AND SELL SAID BONDS BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT FOR SAID BONDS, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS WHEREAS, an election was duly called and regularly held in the ,San Ramon Valley Unified School District, County of Contra Costa, California(herein called the "District"), on April 14, 1998, at which the following proposition was submitted to the electors of the District: "Shall the San Ramon Valley Unified School District be authorized to incur bonded indebtedness in the principal amount of $70,000,000 to bear interest at rates not exceeding the statutory limit, to raise funds for the acquisition, construction and improvement of real property, including the authorized school purposes set forth below, as recommended by the Citizens' Advisory Committee on District Facilities, and for additional projects to the extent of available funds? Iron Horse Middle School Expansion/Completion Monte Vista High Classroom Expansion-new Classrooms Alamo-Add Multipurpose Room Neil Armstrong-AddMultipurpose Room Los Cerros Middle School-Add Gymnasium John Baldwin-Add Multipurpose room Bollinger Canyon-Add Multipurpose room California High School Classroom expansion-New classrooms Neil Armstrong-Add new classrooms Greenbrook-Add Multipurpose room Alamo-Add classrooms Stone Valley Middle School-Add Gymnasium DOCSSF 1:263002.1 San Ramon Valley High Expansion-new classrooms and replacements of portable classrooms Walt Disney-Add new classrooms Twin Creeks-Add new classrooms Monte Vista High-New Music Room Stone Valley Middle School Expansion-classrooms San Ramon Valley High-Add Auditorium Monte Vista High-Add 2nd gymnasium Construct New Middle School Los Cerros Middle School Modernization Alamo Elementary Modernization Kindergarten Class size reduction.-add classrooms at each elementary,school High School technology-Monte Vista and San Ramon Valley High California Nigh Design Development&Phase I Modernization Monte Vista High Modernization Country Club Modernization." and WHEREAS, at least two-thirds of the votes cast on said proposition were in favor of issuing said bonds; and WHEREAS, none of said bonds, designated have heretofore been issued and sold; and WHEREAS, this Board of Trustees of the District deems it necessary and desirable that the Board of Supervisors of the County of Contra Costa (the "County") shall authorize and consummate the sale of all or a portion of said bonds in a single series designated the "San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A" in an aggregate principal amount not exceeding $70,000,000, according to the terms and in the manner hereinafter set forth; and WHEREAS, this Board of Trustees further deems it necessary and desirable to authorize the sale of said bonds by a negotiated sale to Altura, Nelson & Co., Incorporated (the "Underwriter") pursuant to a Bond Purchase Contract(the"Bond Purchase Contract"); and WHEREAS, there have been submitted and are on file with the Clerk of this Board of Trustees proposed forms of a Bond Purchase Contract, Official Statement, and a Continuing Disclosure Certificate, all with respect to not to exceed $70,000,000 aggregate principal amount of San Ramon Valley Unified School District GeneralObligation Bonds, Election of 1998, Series A, proposed to be sold; NOW, THEREFORE, THE BOARD OF TRUSTEES OF SAN RA.MON VALLEY UNIFIED SCHOOL DISTRICT DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: UocsSF1:263002.1 2 Section 1. Recitals: All of the above recitals are true and correct. Section 2. Request for Sale of Bonds: The Board of Supervisors of the County is hereby requested to sell not later than August 8, 1998, by negotiated sale to the Underwriter, not to exceed $70,000,000 aggregate principal amount of general obligation bonds of the San Ramon Valley Unified School District and to designate said bonds to be sold as the "San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A" (herein called the "Series A Bonds" or the "Bonds"). The Series A Bonds shall be issued as Capital Appreciation Series A Bonds, as provided in Section 3 hereof. Section 3. Terms of Bonds: (a) Date of Bonds. The Series A Bonds shall be dated the date of their delivery, or such other date as shall be specified in the Bond Purchase Contract. (b) Denominations. The Series A Bonds shall be issued in denominations of $5,000 accreted value at maturity("maturity value") or any integral multiple',thereof, except that the first numbered Series A Bond may be issued in a denomination such that the maturity value of such Series A Bond shall not be in an integral multiple of$5,000. (c) Maturity. The Series A Bonds shall mature on the date, in each of the years, and in such maturity values as shall be set forth in the Bond Purchase Contract. No Series A Bond shall mature prior to July 1, 2000, and no Series A Bond shall mature later than the date which is 20 years from the date of the Bonds, to be determined as provided in subsection (a) of this Section. No Series A Bond shall have principal maturing on more than one principal maturity date. (d) Interest Payment. The Series A Bonds shall not bear current interest; each Series A Bond shall accrete in value from its initial principal (denominational) amount on the date of issuance thereof to its stated maturity value at maturity thereof, at a compounded interest rate which shall yield not more than 7% per annum. The interest on the Series A Bonds shall be compounded commencing on January 1, 1999, and thereafter on January l and July 1 in each year (or on such other initial and semiannual interest dates as shall be specified in the Bond Purchase Contract), and shall be payable only upon maturity or prior redemption thereof. (e) Obligation. The obligation to pay principal and interest represented by the Bonds is a statutory obligation of the District and the County, payable as described in the Bond Purchase Contract. The District hereby requests the Board of Supervisors of the County to annually levy a tax upon all taxable property in the District sufficient to redeem the Series A Bonds, and to pay the principal, redemption premium, if any, and interest thereon as and when the same become due. Section 4. Redemption Provisions: The Series A Bonds shall be subject to redemption prior to their respective stated maturity dates at the option of the District as set forth in the Bond Purchase Contract and in the Series A Bonds. The Series A Bonds shall also be subject to mandatory sinking fund redemption, as specified in the Bond Purchase Contract and in the Series A Bonds. The Bond Purchase Contract may provide that the Series A Bonds shall not be subject to optional or mandatory redemption. DOCSSF1:263002.1 3 Section 5. Bond Purchase Contract,; Sale of Bonds: The Bond Purchase Contract for the Series A Bonds, in substantially the form submitted to this Board of Trustees, is hereby approved, and the Superintendent of the District (or authorized delegate of the Superintendent) (the "Superintendent") is hereby authorized and directedon behalf of the District to execute and approve the Bond Purchase Contract providing for the sale by the Board of Supervisors of the County and the purchase by the Underwriter of the Series A Bonds at a purchase price to be set forth therein; provide , that (i)the true interest cost for the Series A Bonds shall not be in excess of 7% per annum, (ii)the underwriter's discount shall not exceed .75% of the aggregate principal amount of the Series A Bonds, and (iii)the Series A Bonds shall otherwise conform to the limitations specified herein; and provided_further, that such execution and approval shall constitute conclusive evidence of the approval by the District of any changes or revisions therein from the form of Bond Purchase Contract filed herewith. The Board of Supervisors of the County is hereby requested to cause the Bond Purchase Contract to be executed and delivered on behalf of the County, subject to such changes or revisions therein as may be acceptable to the District and to the Board of Supervisors of the County. Section 6. Official Statement: The Official Statement relating to the Series A Bonds, in substantially the form on file with the Clerk of this Board of Trustees, is hereby approved with such changes, additions and corrections as the Superintendent may hereafter approve, and the Underwriter is hereby authorized to distribute copies of such Official Statement in preliminary form to persons who may be interested in purchasing the Series A Bonds. The Superintendent is hereby authorized to certify to the Underwriter, on behalf of the District, that the preliminary form of the Official Statement was deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities.Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by said Rule). The Superintendent is hereby authorized and directed to sign said Official Statement in its final form, including the final pricing information, and the Underwriter is hereby authorized and directed to deliver copies of such Official Statement in final form to the purchasers of the Series A Bonds. Section 7. Tax Covenants: (a) General. 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 Series A 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 Series A Bonds (the "Taxi Certificate"), to be entered into by the District on the date of issuance of the Series A Bonds. The provisions of this subsection(a)shall survive payment in full or defeasance of the Series A Bonds. (b) Yield Restriction. 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 Treasurer-Tax Collector of the County (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. DOCSSF1:263002.1 4 (c) Reliance on Opinion-of Bond-Counsel. 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 Series A Bonds, the County Treasurer may conclusively rely on such Opinion of Bond Counsel in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent. Section 8. Continuing Disclosure: The Superintendentof the District is hereby authorized on behalf of the District to execute a Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit A, with such changes 'thereto as deemed necessary in order to permit the purchaser of the Bonds to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 9. Approval of Actions: 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, certificates concerning the contents of the Official Statement, 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 Series A Bonds, which any of them deem necessary and desirable to accomplish the transactions authorized herein. Section 10. Notice to California Debt Advisory Commission: The Clerk of this Board of Trustees is hereby authorized and directed to cause notices of the proposed sale and final sale of the Series A Bonds to be filed in a timely manner with the California Debt Advisory Commission pursuant to California Government Code Section 8855. Section 11. Filing; with Board of Supervisors: The Clerk of this Board of Trustees is hereby authorized and directed to file a certified copy of this Resolution with the Clerk of the Board of Supervisors of the County. DOCSSFI:263002.1 5 1''..''................................................................1.1.11................ ................................................ ................... Section 12. Effective Date: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED by the Board of Trustees of the San Ramon Valley Unified School District of the County of Contra Costa this 19p, day of May, 1998, by the following vote: AYES: BUCHANAN, GAGEN, GOLDWARE, KENBER, WURZBACH NOES: NONE ABSTAIN: NONE ABSENT- NONE President of the Board of Trustees San Ramon Valley Unified School District ATTEST: W Clerk of t 'e Board of Trustees San Ra on Valley Unified School District DOCSSFI:263002.1 6 EXHIBIT A FORM OF CONTINUING DISCLOSURE CERTIFICATE' This Continuing Disclosure Certificate(the"Disclosure Certificate"} is executed and delivered by the San Ramon Valley Unified School District (the "District") in connection with the issuance of $ aggregate initial principal (denominational) amount of San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A (the `Bonds"). The Bonds are being issued pursuant to a resolution (the "Resolution') adopted by the Board of Supervisors of the County of Contra Costa (the "County") on June 2, 1998, at the request of the Board of Trustees of the District by its resolution adopted on May 19, 1998. The District covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This DisclosureCertificate is being executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 150-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner"shall mean any person which has or shares the power,'directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees,depositories or other intermediaries). "Dissemination Agent"shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Holder"shall mean the person in whose name any Bond shall be registered. "Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository"shall mean each National Repository and the State Repository.. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. "State Repository"shall mean any public or private repository or entity designated by the State of California as the state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate,there is no State Repository. DOCSSF1:263002.1 A-1 . _ SECTION 3. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than {days/months} after the end of the District's fiscal year (currently ending June 30), commencing with the report for the 1997-98 Fiscal Year (which is due not later than ), provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited financial statements of the District may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than. fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent(if other than the District). If the District is unable to provide to the Repositories an Annual Report by the date required in subsection(a), the District shall send a notice to the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any;and (ii) (if the Dissemination Agent is other than the District), file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The District's Annual Report shall contain or include by reference the following: Audited financial statements of the District for the preceding fiscal year,prepared in accordance with the laws of the State of California and including all statements and information prescribed for inclusion therein by the Controller of the State of California. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a),the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. To the extent not included in the audited financial statement of the District, the Annual Report shall also include the following: Adopted budget of the District for the current fiscal year. District average daily attendance. District outstanding debt. DOCSSFt:263002.1 A-2 __ _ ► Information regarding total assessed valuation of taxable properties within the District, if and to the extent provided to the District by the County. ► Information regarding total secured tax charges and delinquencies on taxable properties within the District, if and to the extent provided to the District by the County. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5,the District shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies. 2. non-payment related defaults. 3. modifications to rights of Holders. 4. optional,contingent or unscheduled bond calls. 5. defeasances. 6. rating changes. 7. adverse tax opinions or events affecting the tax-exempt status of the Bonds. 8. unscheduled draws on the debt service reserves reflecting financial difficulties. 9. unscheduled draws on the credit enhancements reflecting financial difficulties. 10. substitution of the credit or liquidity providers or their failure to perform. 11. release,substitution or sale of property securing repayment of the Bonds. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event,the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws,the District shall promptly file a notice of such occurrence with each National Repository or with the Municipal Securities Rulemaking Board, and with the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4)and(5)need not be given under this subsection any earlier than the notice(if any)of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. SECTION 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,prior redemption or payment in full of all DOCssFI:263002.1 A-3 __ of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination A&ent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the District. SECTION 8. Amendment, Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived,provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a),4,or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule,as well as any change in circumstances;and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition,if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate,including seeking mandate or specific performance by court order,to cause the DOCSSF1:263002.1 A-4 District to comply with its obligations under this Disclosure Certificate; provided, that any such action may be instituted only in Superior Court of the State of California in and for the County of Contra Costa or in U.S. District Court in or nearest to the County. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds,and shall create no rights in any other person or entity. Date: ? f . SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT LIZA. Robert Kessler Superintendent DOCSSF1:263002.1 A-S __ _ EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of District: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT Name of Bond Issue: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1998, SERIES A Date of Issuance: NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Bonds as required by Section 4 of the Continuing Disclosure Certificate of the District, dated [The District anticipates that the Annual Report will be filed by __/ .�A Dated: ' 2 SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT B --, DOCSSFI:263002.1 A-6 EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of the date of the Continuing Disclosure Certificate: Bloomberg Financial Markets P.O. Box 840 Princeton,NJ 08542-0840 (609)279-32001(609)279-3204 to order documents' (609) 279-5962 or(609)279-5963 [FAX] Internet address: MUNIS@bloomberg.com Contact: Lena Panich JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York,NY 10006 (212)770-4568 (212) 797-7994 [FAX] e-mail address:joan—horai@mcgrawhill.com Contact: Ms. Joan Horai,Repository Thomson NRMSIR Secondary Market Disclosure 395 Hudson Street, 3rd Floor New York,NY 10014 (212) 807-5001 (212) 989-2078 [FAX] Contact: Carolyn Chin e-mail address: Disclosure@muller.com DPC Data,Inc. One Executive Drive Fort Lee,NJ 07024 (201) 346-0701 (201) 947-0107 [FAX] Contact: NRMSIR Internet address: nrmsir@dpcdata.com DocssF1:263042.1 A-7 SECRETARY'S CERTIFICATE I, Robert,Kessler, Secretary of the Board of Trustees of the San Raman 'Valley Unified. School District, County of Contra Costa, California, hereby certify as follows: The attached is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Trustees of said District duly and regularly held at the regular meeting place thereof on May 19, 1998, and entered in the minutes thereof, of which meeting all of the members of said :board of Trustees had due notice and at which a quorum thereof was present; and at said meeting said resolution was adopted by the following vote: AYES: BUCHANAN, GAGEN, GOLDWARE, RENBER, WURZBACH NOES: NONE ABSTAIN: NONE ABSENT: NONE An agenda of said meeting was posted at least 72 hours before said meeting at 699 Old Orchard Drive, Danville, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption, and the sameisnow in full force and effect. this'!-?day my hand thiday of VztiA , 1998. ecretary of thelBoard of Trustees of San Ramon Valley Unified School District I)OCSSFI:263002.1 RRIC K HERRINGTON SUTCLIFFE LLP July 2, 1998 Direct Dial (415) 773-4129 e-mail: hartenstein@orrick.com MEMORANDUM TO INTERESTED PARTIES Re: San Ramon Valley Unified School District General Obligation Bonds Election of 1998 SeriesA For review purposes only, please find attached to this Memorandum drafts only of the following closing documents in connection with the above: 1 . Certificates relating to items 1 & 2, and items 6-10, 13-15, 18-23, 2 , and 28, on the enclosed List of Transcript Documents; As these are only review drafts, none of the signature ,cages in this large stapled packet need to be signed or returned. Parties who are required to sign documents are receiving their signature pages, separately bundled and paper clipped, under separate cover, enclosed in this same envelope. Please contact me at the above number, or my legal assistant Ji Eun Cheri at (415) 773-5848, as soon as possible if... • you have any comments on or corrections to any documents; • any document you are being asked to sign is not enclosed; • any signing parties will not be available to sign before June 9. l will need signature documents returned for delivery no later than the morning of Wednesday, July 8, 1998. Transcripts: I will be preparing one paper transcript copy for each party. CD ROM transcripts may be available if requested; however, the District doses not expect to pay the cost of CD format transcripts and therefore none will be prepared as a matter of course. If you are interested in CD ROMs at your own expense, please let me know no later than July 8. Ver truly yours, *W&OA "Ic J n M. Hartenstein Old Federal Reserve Bank Building • 400 Sansome Street + Sen Francisca,California 94111-3143 Telephone 415 392 1122 • Facsimile 415 773 5759 Los Angeles • New York • Sacramento + Silicon Valley + Singapore • Tokyo w Washington,D.C. ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......_..__. _... ............................ .......... ......... ......... ......... .._...... ......... _....... ......... ........... ....... ......... SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 1998, SERIES A INTERESTED PARTIES LIST As of July 2, 1998 DISTRICT San Ramon Valley Unif ed School District 699 Old Orchard Drive Danville, CA 94526 Robert Kessler (925) 837-4096 Superintendent FAX: (925) 838-3147 Joan I. Butt (925) 552-2905 Assistant Superintendent-Business Services FAX: (925) 831-9314 Joan Buchanan (925) 831-1925 President, Board of Trustees FAX: (925) 838-5923 COUNSEL TO DISTRICT Robert E. Thurbon, Esq. (916) 361-6892 3400 Bradshaw Road, Suite B FAX: (916) 361-6861 Sacramento, CA 95827 COUNTY OF CONTRA COSTA Office of the Treasurer-Tax Collector FAX: (925) 646-4135 County of Contra Costa Finance Building, Room 102 625 Court Street Martinez, CA 94553 * Alfred P. Lomeli (925) 646-4122 Treasurer-Tax Collector Clarissa Javier (925) 646-4115 Assistant Treasurer DOCSSFI.262857.1 _... _........ ......... ......... ......... ......... ......... ......... _.._..... ......... ......_.... ......... ......... ......... ......... .._...... ......... ......... ......... ......... ......... ......... _ _ _.. . ........ ..._..... Office of the Auditor-Controller FAX: (925) 646-2649 County of Contra Costa (925) 646-2181 Finance Building, Room 103 625 Court Street Martinez, CA 94553 * Steve Ybarra (925) 646-2184 Paul Abelson (925) 646-2233 Office of the County Counsel FAX: (514) 646-2051 County of Contra Costa (925) 335-1800 651 Pine Street, 9th Floor Martinez, CA 94553 Mary Ann McNett Mason, Esq. (925) 335-1821 Deputy County Counsel County Administrator's Office FAX: (510) 6464098 County of Contra Costa 651 Pine Street, I1th Floor Martinez, CA 94553 DeRoyce Bell (925) 646-4093 FINANCIAL ADVISOR PaineWebber incorporated FAX: (213) 253-5401 725 South Figueroa Street, 41' Floor Los Angeles, CA 90017 Timothy P. Carry (213) 253-5406 First Vice President BOND COUNSEL Orrick, Herrington & Sutcliffe LLp FAX: (415) 773-5759 Old Federal Reserve Bank Building (415) 392-1122 400 Sansome Street San Francisco, CA 94111 John M. Hartenstein, Esq. (415) 773-4129 FAX: (415) 773-4245 DOCS5F1:262857.1 2 .......11.11....... ......... ......... ......... ......... ......... ......... _...._... ........ _. ...... ......... ......... ......... ......... .................._............................................................................................... Charles C. Cardall (Tax matters) (415) 773-5449 Ji Eun Choi, Legal Assistant (415) 773-5848 FAX: (415) 773-4246 PAYING AGENT/REGISTRAR BNY Western Trust Company FAX: (415) 399-1647 550 Kearney Street, Suite 600 San Francisco, CA 94104 Inga Keldsen (415) 262-2416 Vice President Rose Ruelos PAYING AGENT'S COUNSEL Law Office of Philip Jensen FAX: (415) 986-6993 220 Montgomery Street, Suite 394 San Francisco, CA 94104 Philip Jensen, Esq. (415) 986-6520 UNDERWRITER Altura, Nelson & Co., Inc. FAX: (925) 831-0823 18 Crow Canyon Court, Suite 350 San Ramon, CA 94583 Shelley Altura (925) 831-0600 Chief Executive Officer Alan R. Altura (925) 831-0600 President UNDERWRITER'S COUNSEL Quint & Thimmig, LLP FAX: (415) 765-1555 100 Pine Street, Suite 2525 San Francisco, CA 94111 Brian D. Quint, Esq. (415) 765-1550 nocssri:262857.1 3 _. .. _. ......... ......... ......... ........ ..._... __ ........ ......... ......... ......... ......... ......... ._....... ......... ......... ......... ......... ......... ......... _ _ _.... ....._.. ......... ......... BOND INSURER Financial Guaranty Insurance Company 1115 Broadway New York, NY 10006 Claudette Littlejohn FAX: (212) 312-3206 (212) 312-3374 DOCSSF1:262857.1 4 _... ......... ......... ......... ......... ................ . ..__... ........ .......... ......... ......... ....._.. ......... ......... ......... ......... ......... ......__. ......... ._...... ......... ......... . ........ ......... $70,000,000 SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS ELECTION OF 1998,SERIES A Delivered July 9, 1998 List of Transcript Documents Tab No. Document 1. Resolution No. 81/97-98 of the Board of Trustees of the San Ramon Valley Unified School District, adopted May 19, 1998, certified as of the date of closing. 2. Resolution No. 98/287 of the Board of Supervisors of the County of Contra Costa, adopted June 2, 1998, certified as of the date of closing. 3. Preliminary Official Statement,dated June 18, 1998. 4. Purchase Contract, by and among the County, the District, and Altura, Nelson & Co., Incorporated, dated June 24, 1998. 5. Official Statement, dated June 24, 1998. 6. Certificate of District as to Official Statement. 7. Certificate of County Treasurer as to Official Statement. 8. Certificate of Bond Insurer as to Official Statement. 9. Continuing Disclosure Certificate of District. 10. Acknowledgement of Continuing Disclosure Obligations. 11. Original advice of raring by Moody's Investors Service And Standard &Poor's Ratings Services, and advice of rating of insured bonds by Moody's Investors Service and Standard&Poor's Ratings Services. 12. California Debt and Investment Advisory Commission Reports (preliminary and final). 13. Debt Capacity Certificate of the County. 14. Debt Capacity Certificate of the District. 15. Receipt for Purchase Price. nocssrI:z1 7203.2 ........ ......... ......... ......... ......... ......... ...__.. ._. ._.... _ ...__ ..............._..__... ......... ......... ......... ._....... ......... ......... ......... ......... ......._... __. ....... ......... ......... ......... . ........ ......... Tab No. Document 16. Tax Certificate, together with Reoffering Price Certificate of the Underwriter, Certificate of Issuer and Certificate of Bond Insurer. 17. I.R.S. Form 8038-G. 18. Signature Certificate. 19. No-Litigation Certificate. 20. Specimen Capital Appreciation Bonds. 21. Direction to Registrar to Authenticate Bonds. 22. Certificate of Paying Agent, together with excerpt of By-laws of Paying Agent authorizing execution of documents, and Incumbency Certificate. 23. Receipt for Bonds. 24. District's Blanket Letter of Representations to The Depository Trust Company. 25. Requisition Letter for Payment of Costs of Issuance. 26. Municipal Bond Insurance Policy issued by Financial Guaranty Insurance Company(Bond Insurer). 27. Opinion of Counsel to Bond Insurer. 28. Final Legal Opinion of Orrick,Herrington&Sutcliffe LLP, Bond Counsel. ....... ....._... ......... ......... ......... ......... ......... ......... ......... ._....... .... ......... ......... _....... ......... ......... ._....... ......... ......... ......... .......... ........ ......... CERTIFICATE OF THE SECRETARY OF THE BOARD OF TRUSTEES SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT (County of Contra Costa,California) I, Robert Kessler, Secretary of the Board of Trustees of the San Ramon Valley Unified School District,hereby certify as follows: The attached is a full, true and correct copy of a resolution duly adopted at the meeting of the Board of Trustees of the San Ramon Valley Unified School District, duly and regularly held on May 19, 1998, and entered in the minutes thereof, of which meeting all of the members of said Board had due notice, and at which a quorum of said Board was present. An agenda of said meeting was posted at least 72 hours before said meeting at 699 Old Orchard Drive, Danville, 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 attached copy with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate this day, July 9, 1998. Secretary of the Board of Trustees San Ramon Valley Unified School District DOCSSF1:217203.1 CERTIFICATE OF CLERK OF THE BOARD OF SUPERVISORS COUNTY OF CONTRA COSTA I, Ann Cervelli, Assistant Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify as follows: The attached is a full, true and correct copy of a resolution duly adopted at the meeting of the Board of Supervisors of the County of Contra Costa duly and regularly held on June 2, and entered in the minutes thereof, of which meeting all of the members of said Board had due notice, and at which a quorum of said Board was present. 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 general description of said resolution appeared on said agenda. I have carefully compared the attached copy with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate this day, July 9, 1998. Ann Cervelii' Assistant Clerk of the Boardof Supervisors County of Contra Costa DOCSSF i:21'7203.1 ......... ......... ........ ......... ......... ._............................................................................._..............._.. CERTIFICATE OF THE DISTRICT I, Robert Kessler, Superintendent of the San Ramon Valley Unified School District(the"District"), County of Contra Costa,hereby certify that: (i) I have reviewed the Preliminary Official Statement dated June 18, 1998 (the "Preliminary Official Statement"), relating to the issuance of $70,000,000 aggregate principal amount of San Ramon Valley Unified School District General(Obligation Bonds, Election of 1998, Series A (the "Bonds"), and the Official Statement, dated June 24, 1998 (the "Official Statement"), relating thereto, and have determined to the best of my knowledge and belief that the Preliminary Official Statement, as of its date and at the time of the sale of the Bonds, and the Official Statement as of its date and at all times subsequent thereto up to and including the time of delivery of the Bonds to Altura, Felson & Co., Incorporated as the Underwriter thereof(the"Underwriter") (excepting therefrom in each case information regarding DTC and its book-entry only system, information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, and information respecting a municipal bond insurance policy with respect to the Bonds and the provider thereof, as to all of which no view is expressed), did not, and do not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,not misleading; (ii) I know of no material adverse change in the 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, and the District hereby authorizes the Underwriter of the Bonds to distribute copies of the Official Statement in connection with the resale of the Bonds; (iii) As represented in the Official Statement,no litigation of any nature is now pending or threatened restraining or enjoining the sale, issuance or delivery of the Bonds or concerning the validity thereof. To the best of my knowledge, no litigation of any nature is now pending or threatened contesting the corporate existence or boundaries of the District, the entitlement of the undersigned to the office of Superintendent, or the ability of the District to receive ad valorem taxes for payment of the principal of the Bonds, or to issue and retire the Bonds; (v) As of the date hereof, all of the representations and agreements of the District made in the contract of purchase for the Bonds dated June 24, 1998 (the "Purchase Contract"),by and among the District, the County of Contra Costa, and the Underwriter, are true, complete and correct in all material respects, the Purchase Contract has been executed on behalf of the District by an officer duly authorized thereto, the District is in compliance with all of the terms of the Purchase Contract required to performed by or upon the date hereof, and said Purchase Contract is now in full force and effect. DOCSSFI:217203.! ... .... --.- ................................................................................................................ . ................................................................................................................................................................................................................................................. (vi) As of the date hereof, the District is in compliance with all of the terms of Resolution No. 81/97-98 of the District, adopted by the Board of Trustees of the District on May 19, 1998, providing for the issuance of the Bonds, required to performed by the District by or upon the date hereof. Dated: July 9, 1998. Robert Kessler, Superintendent San Ramon Valley Unified School District 2Docssm:217243.1 2 .. . ....................................................................................................................................................................... . ...................................................................................................................................................................................................................................................... CERTIFICATE OF THE COUNTY TREASURER-TAX COLLECTOR.AS TO OFFICIAL STATEMENT I, the Treasurer-Tax Collector of the County of Contra Costa (the "County"), California, acting solely in my official capacity in connection with the issuance on the date hereof by the County of$70,000,000 aggregate principal amount of San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A (the;`Bonds") and sale thereof to and the purchase thereof by Altura, Nelson & Co., Incorporated',on June 24, 1998, hereby certify that: I have reviewed the Preliminary Official Statement, dated June 18, 1998 (the "Preliminary Official Statement"), relating to the issuance of the Bonds, and the Official Statement, dated June 24, 1998 (the "Official Statement") relating thereto, and have determined that the Preliminary Official Statement as of its date and at the time of the sale of the Bonds, and the Official Statement as of its date and at all times subsequent thereto up to and including the date hereof, solely with respect to the information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures, did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,not misleading. Dated: July 9, 1998. Alfred P. Lomeli Treasurer of the County of Contra Costa State of California UUCSSP1:217203.1 . .................................................................................................................................................................................................... _. ._.._.. ......... ......... ......... ......... ..............._.................................................................................................. CERTIFICATE OF BOND INSURER AS TO OFFICIAL STATEMENT The undersigned, the duly authorized and acting of Financial Guaranty Insurance Company (the `Bond Insurer"),hereby certifies on behalf of the Bond Insurer as follows: 1. The statements contained in the Official Statement dated June 24, 1998 (the "Official Statement"), relating to the San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A (the "Bonds"), furnished by the Bond Insurer for use therein under the captions and in Appendix thereto, and on the cover page thereof, which constitute descriptions or summaries of the Bond Insurer and the 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 the 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 Policy to be issued by the Bond Insurer at the time of delivery of the Bonds, except for the omission therefrom of particulars relating to the Bonds. Financial Guaranty Insurance Company By: [Title] DOCSSF i:2l 7203.] CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate') is executed and delivered by the San Ramon Valley Unified School District (the "District") in connection with the issuance of$74,000,000 aggregate initial principal (denominational) amount of San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A (the "Bonds"). The Bonds are being issued pursuant to a resolution(the"Resolution.") adopted by the Board of Supervisors of the County of Contra Costa (the "County") on June 2, 1998, at the request of the Board of Trustees of the District by its resolution adopted on May 19, 1998. The District covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Certificate. This Disclosure'Certificate is being executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 15e2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forthin the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Annual Report"shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees,depositories or other intermediaries). "Dissemination Agent" shall mean the District, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Halder"shall mean the person in whose name any Bond shall be registered. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository"shall mean each National Repository and the State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. DOCSSFI:276329.1 "State Repository"shall mean any public or private repository or entity designated by the State of California as the state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The District shall,or shall cause the Dissemination Agent to,not later than nine months after the end of the District's fiscal year (currently ending June 30), commencing with the report for the 1997-98 Fiscal Year(which is due not later than April 1),provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided, that the audited financial statements of the District may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). If the District is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the District shall send a notice to the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) (if the Dissemination Agent is other than the District), file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The District's Annual Report shall contain or include by reference the following: Audited financial statements of the District for the preceding fiscal year, prepared in accordance with the laws of the State', of California and including all statements and information prescribed for inclusion therein by the Controller of the State of California. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. DOCSSF1:276329.1 2 ............................................................................................................................................................................................. . . ....................................................................................................................................................................................................................................... To the extent not included in the audited financial statement of the District, the Annual Report shall also include the following: ► Adopted budget of the District for the current fiscal year. ► District average daily attendance. ► District outstanding debt. ► Information regarding total assessed valuation of taxable properties within the District, if and to the extent provided to the District by the County. ► Information regarding total secured tax charges and delinquencies on taxable properties within the District, if and to the extent provided to the District by the County. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies. 2. non-payment related defaults. 3. modifications to rights of Holders. 4. optional, contingent or unscheduled bond calls. 5. defeasances. 6. rating changes. 7. adverse tax opinions or events affecting the tax-exempt status of the Bonds. 8. unscheduled draws on the debt service reserves reflecting financial difficulties. 9. unscheduled draws on the credit enhancements reflecting financial difficulties. DOCSSF1:276329.1 3 ........................................................................................................................................................................................... .. . ...................................................................................................................................................................................................................................... ... .......... .. . ... .. _.. ._. .......__ 10. substitution of the credit or liquidity providers or their failure to perform. 11. release, substitution or sale of property securing repayment of the Bonds. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the District shall promptly file a notice of such occurrence with each National Repository or with the Municipal Securities Rulemaking Board, and with the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and(5)need not be given under;this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. SECTION 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the District. SECTION 8. Amendment: Waiver. Notwithstanding any otherprovision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally DOCSSF1:276329A 4 recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. if the District chooses to include any information in any Annual Report or notice of occurrence of l a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Certificate; provided,that any such action may be instituted only in Superior Court of the State of California in and for the County of Contra Costa or in U.S. District Court in or nearest to the County. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 11. Duties Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination lAgent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. DOC3sFl:276329.1 5 __ _ _ _.__ SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriters; and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: July 9, 1998. SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT By Robert Kessler Superintendent DOCSSFi 276329.t 6 . ... ............................................................................................................................................................... ............................................. ........................................................................................................................................................................................... .. ....... ........ EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of District: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT Name of Bond Issue: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1998, SERIES A Date of Issuance: July 9, 1998 NOTICE IS HEREBY GIVEN that the District has not provided an Annual Report with respect to the above-named Bonds as required by Section 4 of the Continuing Disclosure Certificate of the District,dated [The District anticipates that the Annual Report will be filed by ] Dated: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT By DOCSSF1:276329.1 A-1 _.... _ _ .............................................................................................................................................. .................................................................... .......... EXHIBIT B Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of the date of the Continuing Disclosure Certificate: Bloomberg Financial Markets P.O.Box 840 Princeton,NJ 08542-0840 (609)279-3200/(609)279-3204 to order documents (609)279-5962 or(609)279-5963 [FAX] Internet address: MUNIS@bloomberg.com Contact: Lena Panich JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York,NY 10006 (212) 770-4568 (212) 797-7994 [FAX] e-mail address:joan horai@mcgrawhill.com Contact: Ms. Joan Ifforai,Repository Thomson NRMSIR Secondary Market Disclosure 395 Hudson Street, 3rd Floor New York,NY 10014 (212) 807-5001 (212) 989-2078 [FAX] Contact: Carolyn Chin e-mail address: Diselosure@muller.com DPC Data,Inc. One Executive Drive Fort Lee,NJ 07024 (201) 346-0701 (201)947-0107 [FAX] Contact: NRMSIR Internet address: nrinsir@dpcdata.com B-1 ..........................................I................. ................ .................... ................................................................................................................... .......................................................... ....... . __... ......... ......... ....._....... ......_.... ._._._. .._.... _. ......... ......... ......... ......... ........... .................................................................................................................. ACKNOWLEDGMENT OF CONTINUING DISCLOSURE OBLIGATIONS San Ramon Valley Unified School District General Obligation Bonds, Election of 1998,Series A The undersigned, Robert Kessler, Superintendent of the San Ramon Valley Unified School District (the "District"), County of Contra Costa, California, for and on behalf of the District, hereby acknowledges as follows with respect to the above-captioned securities (the "Bonds"): 1. Pursuant to Securities and Exchange Commission ("S.E.C.") Rule 15c2-12, the District has undertaken to file Annual Reports, as defined in and pursuant to the Continuing Disclosure Certificate of the District dated as of July 9, 1998 (the "Continuing Disclosure Certificate"). Annual Reports must be filed with each nationally recognized,municipal securities information repository and any state information depository no later than nine months after the end of the District's fiscal year (currently ending June 30), commencing with the report for the 1997-98 Fiscal Year which is due no later than April 1, 1999, and timely notice of Listed Events (if material to investors) must be provided to the Municipal Securities Rulemaking Board or to each nationally recognized municipal securities information repository and to any state information depository. 2. 1 am familiar with the provisions of the Continuing Disclosure Certificate, and I understand that the following consequences, among others, may arisewith respect to the foregoing obligations to provide continuing disclosure to certain repositories: a. Failure to file the Annual Report by the date agreed to in the Continuing Disclosure Certificate, or to provide timely notice of material Listed Events, would require disclosure of such failure in all official statements of the District for five years and may subject the District to liability to Bondholders claiming that they would not have bought, sold or held (as the case may be) the Bonds had the required information been provided when agreed. b. Failure to include all of the information in the annual report that is required by the Continuing Disclosure Certificate would have a similar result. C. Including only the information required by the Continuing Disclosure Certificate may not be sufficient, and would result in securities fraud, as well as liability, under S.E.C. Rule lOb-5 if the information included is materially inaccurate or omits information necessary to make the information included not misleading to investors purchasing, selling or holding the Bonds. d. Although Rule 15c2-12 and the Continuing Disclosure Certificate appear to contemplate that Annual Reports will cover the preceding fiscal year, if something has occurred since the end of the fiscal year that would make the fiscal year information in the Annual Report misleading, it could result in securities fraud and liability if it were not added to the annual report. DOCSSF1:217203.1 3. [Check one and complete appropriate blanks] ❑ The District intends to prepare and file Annual Reports (and notices of any material Listed Events) itself without the assistance of any outside firm, and acknowledges that it has the sole responsibility for preparation and filing of Annual Reports (and any Listed Event notices). The of the District will have primary responsibility for the Annual Reports(and any Listed Event notices). ❑ The District has retained the firm of , to assist it in preparing and filing Annual Reports(and notices of any material Listed Events). ❑ The District intends to retain a qualified firm to assist it in preparing and filing Annual Reports (and notices of any material !Listed Events), and acknowledges that it has the sole responsibility for retaining such a firm and, if such a firm is not timely retained, for preparation and filing of Annual Reports (and any Listed Event notices). Until such a'firm is retained, the of the District will have primary responsibility for Annual Reports(and any Listed Event notices). Dated: July 9, 1998. Robert Kessler, Superintendent San Ramon Valley Unified School District DOCssFI:z 17203.r 6 _ ............ ._ _... .._..... _. __ __ .......................... ........... ......... ......... ......... ......... ..............._...... __ COUNTY'S CERTIFICATE REGARDING DEBT CAPACITY I, Kenneth J. Corcoran, Auditor-Controller of the County of Contra Costa (the "County"'), State of California, hereby certify that I have reviewed my records including the last equalized assessment of the County, namely, the assessment for the Fiscal Year 1997-98, with respect to the San Ramon Valley Unified School District (the "District") and ad valorem taxes levied therein for payment of indebtedness of the District,and hereby further certify as follows: 1. Total assessed valuation of tangible taxable $ 13,806,313,529 property(including State-and County- assessed property)within the District: 2. Outstanding bonded indebtedness of the District $0 (as of this date) 3. The County levies on behalf of the District a voter-approved ad valorem tax relating to lease obligations of the District pursuant to Sections 39308-39308.5 of the Education Code of the State of California. IN WITNESS WHEREOF, I have executed this certificate this day of 1998. AUDITOR-CONTROLLER OF THE COUNTY OF CONTRA COSTA DOCSSF1:217203.1 ............ __._. .__ ... _.: ..... ..... ...... ..._.. ...._.... ......... ......... ......... ......... ......... ......... ......... ......... ......... DEBT CAPACITY CERTIFICATE OF THE DISTRICT I, Robert Kessler, Superintendent of the San Ramon Valley Unified School District (the "District"), County of Contra Costa, State of California, hereby certify, based on information provided to the District by the Auditor-Controller of the County of Contra Costa, in connection with the proposed issuance of not to exceed $70,000,000 aggregate principal amount of general obligation bonds of the District, that the District has sufficient bonding capacity for the issuance of said Bonds, as follows: 1. Total assessed valuation of tangible taxable property within the District(as certified by County Auditor-Controller): $ 2. District's applicable percentage bond debt limit: 2.5° 3. District's gross bonding capacity(Item 1 x Item 2): $ 4. (a) Outstanding bonded indebtedness (as certified by County Auditor-Controller): $ (b) 50%of lease obligations payable from taxes levied pursuant to Education Code Sections 39300-39325: 0 5. Principal amount proposed to be issued: $70,000,000 6. Total outstanding indebtedness(Item 4 plus Item 5): $ IN WITNESS WHEREOF, I have executed this certificate this day of 1998. Robert Kessler, Superintendent San Ramon Valley Unified School District DOCs3Fr:zi72o3.1 a RECEIPT FOR PURCHASE PRICE The undersigned Treasurer of the County of Contra Costa does hereby certify that on the date set forth below he did receive from Altura, Nelson & Co. Incorporated, the Purchaser, on behalf of the San Ramon Valley Unified School District (the "District"), the net purchase price of the following bonds: Title of Bonds: San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A Principal Amount: $70,000,000 Date of Bonds: July 9, 1998 (Capital Appreciation Bonds) Said bonds mature and accrete in value as set forth in Schedule A, attached hereto. Said net purchase price was computed as follows: Denominational Amount Capital Appreciation $70,000,000 Bonds: Total Principal Amount: $70,000,000 Less Underwriter's Discount: — 525,000 Less Municipal Bond Insurance Premium: — 130,460 (advanced on behalf of District by Underwriter) Net Purchase Price: $69,800,65 The undersigned does hereby further certify that the amount shown above as the Net Purchase Price was received from the Purchaser, and the same has been deposited as required by Resolution No. 981287 of the Board of Supervisors of the County of Contra Costa, adopted on June 2, and as represented by the District in its Tax Certificate, dated as of this date. Dated: July 9, 1998. Alfred P. Lomeli Treasurer-Tax Collector of the County of Contra'Costa State of California DocssFI:z 17203.1 SCHEDULE A MATURITY SCHEDULE Capital Appreciation Series A Bonds Maturity Denominational Maturity Reoffering A ust 1Amount Value Price 2001 $3,780,415.80 $ 4,272,283.84 100.00 2002 4,090,168.25 4,835,000.00 100.00 2003 4,197,284.00 5,200,000.00 100.00 2004 4,073,898.00 5,300,000.00 100.00 2005 4,182,107.30 5,705,000.00 100.00 2006 4,190,520.00 6,000,000.00 100.00 2007 4,121,574.00 6,200,000.00 100.00 2008 4,140,451.50 6,550,000.00 1100.00 2009 3,915,235.95 6,555,000.00 100.00 2010 3,971,053.50 7,050,000.00 100.00 2011 3,924,039.60 7,355,000.00 100.00 2012 3,833,355.90 7,645,000.00 100.00 2013 3,766,630.50 7,950,000.00 1100.00 2014 3,729,981.60 8,340,000.00 100.00 2015 3,629,330.85 8,605,000.00 100.00 2016 3,552,398.40 8,940,000.00 100.00 2017 3,480,070.00 9,305,000.00 100.00 2018 3,421,484.85 9,635,000.00 100.00 DOCSSF1:217203.1 ............................................................................................................................................................. ...................................................................I...... SIGNATURE CERTIFICATE We, the undersigned officers of the County of Contra Costa, California (the "County"), holding the respective offices hereinbelow set opposite our signatures, do hereby certify that on the date below set forth we officially signed and executed by our facsimile signatures the following bonds, to wit: Title of Bonds: San Ramon Valley Unified School District General Obligation Bonds,Election of 1998, Series A Principal $70,000,000 Amount: Date of Bonds: July 9, 1998 (Capital Appreciation Bonds) Said bonds mature and accrete in value as set forth in Schedule A, attached hereto. We hereby certify that the County has complied with all the terms contained in Resolution No. 98/287 adopted by the Board of Supervisors of the County on June 2, 1998, providing for the issuance and directing the sale of the Bonds,to be complied with by the County on or before this date. We further certify that said officers at this time of signing said bonds held said offices respectively, and that they now hold the same. Each of the undersigned by his or her signature certifies that the signatures of the other undersigned officers are genuine. Dated: July 9, 1998. Signature Name Official Title Chair of the Board of Supervisors of the County of Contra Jim Rogers Costa Treasurer-Tax Collector of the County of Contra Alfred P. Lomeli Costa Courity Administrator and Clerk of the Board of Supervisors of the County of Phil Batchelor Contra Costa DOCSSFI:217203.1 ......................................................................................................................... ............................................................................................................................................................................................ ...................................................I......................... SCHEDULE A MATURITY SCHEDULE Maturity Denominational Maturity Reoffering (Au-v-ust 1 Amount Value Price 2001 $ 3,780,415.80 $4,272,283.84 100.00 2002 4,090,168.25 4,835,000.00 100.00 2003 4,197,284.00 5,200,000.00 100.00 2004 4,073,898.00 5,300,000.00 100.00 2005 4,182,107.30 5,705,000.00 100.00 2006 4,190,520.00 6,000,000.00 100.00 2007 4,121,574.00 6,200,000-00 100.00 2008 4,140,451.50 6,550,000.00 100.00 2009 3,915,235.95 6,555,000.00 100.00 2010 3,971,053.50 7,050,000.00 100.00 2011 3,924,039.60 7,355,000-00 100.00 2012 3,833,355.90 7,645,000.00 100.00 2013 3,766,630.50 7,950,000.00 100.00 2014 3,729,981.60 8,340,000.00 100.00 2015 3,629,330.85 8,605,000.00 100.00 2016 3,552,398.40 8,940,000.00 100.00 2017 3,480,070.00 9,305,000.00 100.00 2018 3,421,484.85 9,635,000.00 100.00 DOCSSFI;217203.1 ................................................................................................................................................................................. 1 F. N4-LJTI0ATION_CEE,RIEIICATE Sun Ramon Valley Unified School District General Obligation Bonds Election of 1998,Series A I, Victor J. Westman, County Counsel of the County of Contra Costa, California (the "County"), in connection with the issuance of$70,000,000 principal amount of the above- referenced bonds (the "Bonds"), hereby certify that to my knowledge', no action, suite, proceeding, hearing or investigation is pending or threatened against the County: (i) in any way affecting the existence of the County or in any way challenging the titles of the officials of the County who have signed the Bonds to their respective offices, or the powers of those several offices; or (ii) seeking to enjoin the sale, issuance or delivery of any of the Bonds authorized to be issued under Resolution No. 98/287 of the Board of Supervisors of the County, adopted June 24, 1998 (the "Resolution"), or contesting the powers of the County or its authority with respect to the Resolution or the Bonds or to levy and collect taxes to pay the interest and principal thereof, or concerning the validity thereof, or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the County or the consummation of the transactions contemplated by the Resolution, or(b) adversely affect the exemption of the interest paid on the Bonds from federal income and California personal income taxation; or (iv) contesting in any way the completeness or accuracy of the Official Statement, dated June 24, 1998, relating to the Bonds. Dated: July 9, 1998 Victor J. Westman County Counsel of the County of Contra Costa By: County Counsel DOCSSPI:217203.1 Number UNITED STATES OF AMERICA Maturity Value R- _ STATE OF CALIFORNIA $ COUNTY OF CONTRA COSTA SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 1998,SERIES A CAPITAL APPRECIATION BOND Maturity Date Dated as of CUSIP NO. July 1, July 9, 1998 Registered Owner: CEDE&CO. Initial Principal Amount: DOLLARS MONO Accreted Value at Maturity: DOLLARS San Ramon Valley Unified School District of the County of Contra Costa, State of California (herein called the "District"), acknowledges itself indebted to and promises to pay, on the maturity date specified above or upon prior redemption hereof, in lawful money of the United States of America, to the registered owner identified above or registered assigns, the accreted value hereof on such date, consisting of the initial principal amount hereof plus interest accreted thereon to such date(in accordance with the Resolution hereinafter defined and as reflected in the Table of Accreted Values hereinafter set forth; provided, that any accreted value determined in accordance with the Resolution shall prevail over any accreted values given in the Table of Accreted Values), commencing on the date hereof,compounded on January 1 and July I of each year commencing on January 1, 1999, assuming in any such semiannual period that such interest accretes in equal daily amounts on the basis of a 360-day year of twelve 30-day months,until the obligation represented hereby shall have been discharged,as provided in the Resolution hereinafter defined, upon the surrender hereof at the principal corporate trust office (as defined in the Resolution) of BNY Western Trust Company (herein called the "Paying Agent"), the paying agent/registrar and transfer agent of the District. 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 or yields, interest payment modes, maturities and redemption provisions), amounting in the aggregate to $70,000,000.00 principal amount,and designated as"San Ramon Valley Unwed School District General Obligation Bonds,Election of 1998, Series A" (the "Bonds"). The Bonds were authorized by a of at least two-thirds of the voters voting at an election duly and legally called, held and conducted in t on April 14, 1998. The Bonds are issued and sold by the Board of Supervisors of the County of osta, State of California, pursuant to and in strict conformity with the provisions of the Constituti sof said State, and of a resolution (herein called the "Resolution") adopted by said Board of Su on June 2, 1998, and subject to the more particular terms specified in the Bond Purchase Contract, of June 24, 1998, by and among the District, the County and Altura,Nelson&Co.,Incorporated. The Bonds are issuable as fully registered bonds without coupons in the denomination of$5,000 accreted value at maturity (the "maturity value") or any integral multiple thereof, except that the first numbered Bond may be issued in a denomination such that the maturity value of such Bond shall not be in an integral multiple of$5,000, and 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 maturity value of Bonds of the same series, interest payment mode, and maturity of other authorized denominations. DOCSSF1:276334.1 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 interest payment mode and same aggregate maturity value will be issued to the transferee in exchange herefor. The County, the District and the Paying may treat the registered owner hereof as the absolute owner hereof for all purposes, and the County, ct and the Paying Agent shall not be affected by any notice to the contrary. The Bonds are subject to o4oune jltid mandatory sinking fund redemption on the terms and subject to the conditions specified in the to and as further specified in the Bond Purchase Contract of the Bonds executed by the Treasurer of the County 24, 1998. If this bond is called for redemption and payment is duly provided therefor,interest shall cease to accrue hereon from and after the date fixed for redemption. In reliance upon the representations, certifications and declarations of the District, the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of the District,including the amount of this bond, is within the limit provided by law, that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the laws authorizing the issuance of this bond,and that this bond is in substantially the form prescribed by order of this Board duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the interest and sinking fund of the District, and the money for the payment of the maturity value of this bond (or redemption price hereof upon redemption prior to maturity),shall be raised by taxation upon the taxable property of said District. This bond shall not be entitled to any benefit under the Resolution,or become valid or obligatory for any purpose,until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying Agent. IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this bond to be signed by its Chair and by the Treasurer-Tax Collector of the County, and to be countersigned by the Deputy Clerk of said Board,as of the date set forth above. ChaiOooard of Supervisors f Contra Costa V Treasurer-Tax Collector County of Contra Costa Countersigned: County Administrator and Clerk of the Board of Supervisors DOCSSF1:276334.1 2 .._._.....__._..._..... ...._:._............. _.__........ ............ ......... ........ ......... ......... ._....... ......... ......... ......... ......... .......__....... PAYING AGENTS CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered on July 9, 1998. BNY WESTERN TRUST COMPANY,San Francisco, California,as Paying� egistrar and Transfer Agent By Authorized Officer CON 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) 170CSSFI 276334.1 ......... _ _ _ _.... ........_................ .._...._ ...._._.. . ......_.........._................._.... ......... __ _........... .....__.... ......._.. _ _ ........... ......... ......... ......... ......... ......... ......._... ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Registered Bonkand hereby irrevocably constitute(s) and appoint(s) attorney, to transfe am on the books of the Paying Agent/Registrar and Transfer Agent with full power of substitution in the ses. V� IMF I.D.Number NOTE: signatures)on this Assignment must correspond with the ' e(s)as written on the face of the within Registered Bond in every particular,without alteration or enlargement or any change whatsoever. Dated: Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution. DOCSSF i:276334.1 .._..._........_......._.. ......... ....._... .._...... ......... ......... ........... _......................._. .... ................._._.. . ......_.............. .... ......... ......... ......... ......... ......... ......... ......... ............._..... [TABLE OF ACCRETED VALUES] DOCSSFi:276334.1 $ _......... _......................._... _........ ......... ............ ......... .......__...-__.._..... .._ ... .................._.._. ...._....... ............ ......... ......... ......... ......... ......... ......... ......... ......... ....... .......I'll--....I.......................................................................................................................................... .............................................................................................................................................................................. .............. ...........................I............................................... SAN RAMS VALLEY UNIFIED SCHOOL DISTRICT 1998 MEASURE D GENERAL OBLIGATION BONDS* SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE casssaassasaaacsrsas Accreted Value Table raascasaaszaazaasaa Delivery Dates 7/ 9/98 Period CAB CAB Ending 7/ 1/17 7/ 1/18 0.000000 0.000000 %) 5.250000 5.250000 37.400000 35.511000 -------- -------------- -------------- 7/ 9/98 3,480,070.00 3,421,484.85 7/ 1/ 1 4,060,757.83 3,992,397.14 1/ 11 2 4,167,355.91 4,097,206.67 7/ 1/ 2 4,276,745.49 4,204,752.54 l/ 1/ 3 4,389,019.62 4,315,131.10 7/ l/ 3 4,504,234.13 4,428,400.16 1/ 1/ A 4,622,463.46 4,544,656.07 7/ 1/ 4 4,743,800.66 4,663,937.37 1/ 1/ 5 4,868,320.17 4,786,378.95 7/ 1/ 5 4,996,115.04 4,912,019.35 1/ l/ 6 5,127,278.32 5,040,954.92 7/ 1/ 6 5,261,865.84 5,173,282.01 1/ 1/ 7 5,399,989.26 5,309,077.70 71 1/ 7 5,541,741.63 5,448,438.34 1/ 1/ a 5,687,197.39 5,591,460.28 71 1/ 8 5,836,486.81 5,738,239.87 1/ 11 9 5,989,702.94 5,888,873.46 7/ 1/ 9 6,146,938.83 6,043,457.40 1/ 1/10 6,308,287.53 6,202,088.04 7/ 1/10 6,473,879.31 6,364,900.27 1/ 1/11 6,643,825.83 6,531,971.17 7/ 1/11 6,818,220.14 6,703,435.63 1/ 1/12 6,997,192.51 6,879,409.27 7/ 1112 7,180,873.21 7,059,988.44 1/ 1/13 7,369,373.90 7,245,308.03 7/ 1/13 7,562,806.24 7,435,502.93 l/ 1/14 7,761,337.72 7,630,688.76 7/ 1/14 7,965,080.00 7,830,981-14 1/ 1/15 9,174,163.35 8,036,553.50 7/ 1/15 8,388,736.65 8,247,502.19 1/ 1/16 8,608,930.17 8,464,000.64 7/ 1/16 8,834,911-40 8,686,183.74 1/ 1/17 9,066,829.22 8,914,205.65 7/ 1/17 91305,000.00 9,148,201.26 1/ 1/18 9,388,344.00 7/ 1/18 9,635,000-00 Note: CAB Accretion Based on Stated Yield to Maturity Altura Nelson & Company, Inc. Dates 06-29-1998 0 16x22:55 Filenames SR Key: CABS-20FIX&L-D .......... .........I....... .............1.1..��. ..................... .................................................................................................................... .................. SAN RAM M VALLEY UNIFIED SCHOOL DISTRICT 1998 MEASURE D GENERAL OBLIGATION BONDS, SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE sas:�sss:ssaa�atmatzs Accreted value Table assmw:ww=wwziseassss Delivery Date: 7/ 9/98 Period CAB CAS Ending 7/ 1/17 7/ 1/18 { 0.000000 %) ( 0.000000 %) { 5.250000 %) { 5.250000 +h) { 37.400000 %) ( 35.511000 9s) 7/ 9/98 1,870.00 1,775.55 7/ 1/ 1 2,182.03 2,071.82 1/ 1/ 2 2,239.31 2,126.21 7/ 1/ 2 2,298.09 2,182.02 l/ 1/ 3 2,358.42 2,239.30 7/ 1/ 3 2,420.33 2,298.08 1/ 1/ 4 2,483.86 2,358.41 7/ 1/ 4 2,549.06 2,420.31 l/ 1/ 5 2,615.97 2,483.85 7/ 1/ 5 2,684.64 2,549.05 1/ 1/ 6 2,755.12 2,615.96 7/ 1/ 6 2,827.44 2,684.63 1/ 1/ 7 2,901.66 2,755.10 7/ 1/ 7 2,977.83 2,827.42 1/ 1/ 8 3,055.99 2,901.64 7/ 1/ 8 3,136.21 2,977.81 1/ 1/ 9 3,218.54 3,055.98 7/ 1/ 9 3,303.03 3,136.20 1/ 1/10 3,389.73 3,218.52 7/ 1/10 3,478.71 3,303.01 I/ 1/11 3,570.03 3,389.71 7/ 1/11 3,663.74 3,478.69 1/ 1/12 3,759.91 3,570.01 7/ 1/12 3,858.61 3,663.72 1/ 1/13 3,959.90 3,759.89 7/ 1/13 4,063.84 3,858.59 1/ 1/14 4,170.52 3,959.88 7/ 1/14 4,280.00 4,063.82 1/ 1/15 4,392.35 4,170.50 7/ 1/15 4,507.65 4,279.97 1/ 1/16 4,625.97 4,392.32 7/ 1/16 4,747.40 4,507.62 1/ 1/17 4,872.02 4,625.95 7/ 1/17 5,000.00 4,747.38 1/ 1/18 4,872.00 7/ 1/18 5,000.00 Note: CAB Accretion Based on Stated Yield to maturity Altura Nelson a Company, Inc. Data: 06-29-1998 0 16:23:13 Filename: SR Key: CABS-20FINAL-D __.....__. ......_..._._......__... .._.......... .__...I.......... ........._. _............ ._........ _........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ..................... SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT 1998 MEASURE D GENERAL OBLIGATION BONDS, SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE asxsazsaasaazszsxsssxsaassaaz Accreted Value Table - Totals axz zx xsaszszxsszzzasaaassasss Delivery Date: 7/ 9/98 Maturity Dates 7/ 1/18 Period Accreted Ending value -------- -------------- 7/ 9/98 70,000,000.00 7/ 1/ i 80,530,848.82 1/ 1/ 2 78,088,213.99 7/ 1/ 2 79,961,962.89 1/ 1/ 3 76,943,163.98 7/ 1/ 3 78,803,380.68 1/ 1/ 4 75,395,621.66 7/ 1/ 4 77,231,709.21 1/ 1/ 5 73,694,665.24 7/ 1/ 5 75,500,991.71 1/ 1/ 6 71,518,313.70 7/ 1/ 6 73,283,288.90 1/ 1/ 7 68,955,370.10 7/ 1/ 7 70,669,165.81 1/ 1/ 8 66,082,907.09 7/ 1/ 8 67,737,184.44 1/ 1/ 9 62,730,616.19 7/ 1/ 9 64,313,057.09 1/ 1/10 59,224,713.48 7/ 1/10 60,728,688.55 1/ 1/11 55,049,918.93 7/ 1/11 56,456,247.06 1/ 1/12 50,363,243.26 7/ 1/12 51,657,797.57 1/ 1/13 45,149,397.48 7/ 1/13 46,315,379.62 1/ 1/14 39,360,732.27 7/ 1/14 40,381,971.31 1/ 1/15 32,876,958.86 7/ 1/15 33,733,773.96 1/ 1/16 25,786,266.05 71 1/16 26,461,095.14 1/ 1/17 17,981,034.87 7/ 1/17 18,453,201.26 1/ 1/18 9,388,344.00 7/ 1/18 9,635,000.00 Altura Nelson 4 CCmpany, Ino. Dates 06-29-1998 Q 16:23:24 Filename: SR Keys CABS-20FINAL-D .......... ........_. ............ _._...... ............ .............. __ ._....... ......... ......_.................... ............. ......... ......... ......... ......... ......... ......... ......... ...............__.. am RANON vALLzy warILD SCBOOL DISTRICT 1998 W-%S s D GZNZRAL ORLIOJITION DONDS, SMIES A CAPITAL ABPRLCIATION BOMB - Von CALLABLZ ■■ssssrsswrswwrsssss Accreted value Table rssrrssrsrrsrssrrrss Delivery Dates 7/ 9/98 Period CAD CAB CAB CAB ChB Cab CAN CAB aadinq 7/ 11 1 7/ 1/ 2 7/ 1/ 3 7/ 1/ 4 7/ l/ 5 7/ 1/ 6 71 1/ 7 7/ 1/ 8 ( 0.000000 9s) { 0.000000 +e} { 0.000000 0.000000 0.000000 %) ( 0.000000 %) { 0.000000 k} { 0.000000 k) ( 4.150000 { 4.250000 Ss) ( 4.390000 *a) t 4..450000 4.500000 %) ( 4.550000 %) ( 4.600000 +c) { 4.650000 �} ( 88.487000 4c} ( 84.595000 %) { 80.717000 +k) { 76.866000 xa} { 73.306000 %) ( 69.842000 %) t 66.477000 %) ( 63.213000 } - -- 7/ 9/98 3,780,415.80 4,090,168.25 4,197,284.00 4,073,898.00 4,182,107.30 -x ; - 4,190,820.00 4,121,574 00 4,140,451.50 7/ 1/ 1 4,272,283.84 4,635,836.68 4,771,135.20 4,644,390.00 4,774,697.06 4,791,276.00 4,719,316.00 4,747,533.00 1/ 1/ 2 4,734,344.97 4,874,906.40 4,747,729.40 4,882,133.62 4,900,272.00 4,827,853.20 4,858,213.60 7/ 11 2 4,833,000.00 4,980,934.40 4,853,358.40 4,991,977.69 5,011,764.00 4,938,898.20 4,971,174.90 1/ 1/ 3 8,089,271.20 4,961,351.20 5,104,297.73 5,125,776.00 5,052,491.60 5,086,756.20 7/ 1/ 3 5,200,000.00 5,071,739.60 5,219,139.38 5,242,392.00 3,168,692.00 5,205,023.00 1/ 1/ 4 5,184,587.20 5,336,571.10 5,361,648.00 5,287,570.80 5,326,027.70 7/ 1/ 4 5,300,000.00 5,455,649.94 5,483,628.00 5,409,190.00 5,449,862.00 1/ 1/ 5 5,579,421.54 5,608,380.00 5,533,599.20 5,576,578.30 7/ 1/ 5 5,705,000.00 5,735,976.00 5,660,872.80 5,706,229.00 1/ l/ 6 5,866,464.00 5,791,072.80 5,838,$92.70 7/ 1/ 6 6,000,000.00 5,924,273.60 5,974,648.00 1/ 1/ 7 6,060,524.80 6,113,560.40 7/ 1/ 7 6,200,000.00 6,255,708.30 1/ 1/ 8 6,401,144.70 7/ 1/ 8 6,550,000.00 Nota: CAD Accretion Based on Stated Yield to Maturity Altura Nelson h Coxvany, Inc. Date, 06-29-1996 B 16 22,54 riiensme: SR Keys CABs-20rinn-D y { ` SAN RANON 'VALLEY UNITISD SCHOOL DISTRICT 1998 BURL D QRWJtIL OBLIGATION BONDS, SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE rrr,errrrrrrrrrrssrrr Accreted Value Table rr etre rrsrrrrrrrrrrr Delivery Dates 7/ 9/98 Period CAD CAS CAB CAN CAS CAB CAH CAB Ending 7/ 1/ 9 7/ 1/10 7/ 1/11 7/ 1/12 7/ 1/13 7/ 1/14 7/ 1115 7/ 1/16 t 0.000000 %) ( 0.000000 0.000000 %) ( 0.000000 0.000000 %) ( 0.000000 %) i 0.000000 %) ( 0.000000 �) ( 4.750000 %) ( 4.850000 4.900000 %) ( 5.000000 %) ( 5.050000 %) ( 5.100000 %) ( 5.150000 %) ( 5.200000 +s) ( 59.729000 %) ( 56.327000 %) S 53.352000 %) ( $0.142000 %) ( 47.379000 %) i 44.724000 %) ( 42.177000 %) t 39.736090 %) -------------- -------------- -------------- ---'----------- -------------- 7/ 9/98 3,915,235.95 3,971,053.50 3,924,039.60 3,833,355.90 3,766,630.50 3,729,981.60 3,629,330.85 3,552,398.40 7/ 1/ 1 4,502,655.72 4,580,145.30 4,532,504.04 4,440,644.12 4,369,701.60 4,333,464.00 4,222,662.81 4,139,148.48 1/ 1/ 2 4,609,593.99 4,691,225.10 4,643,549.83 4,551,664.81 4,480,031.70 4,443,969.00 4,331,395.59 4,246,769.20 7/ 1/ 2 4,719,075.60 4,804,983.90 4,757,316.97 4,665,452.99 4,593,144.30 4,557,292.92 4,442,916.39 4,357,177.20 1/ 1/ 3 4,831,152.99 4,921,506.30 4,873,879.01 4,782,100.40 4,709,134.80 4,673,502.4.8 4,557,328.47 4,470,464.88 7/ 1/ 3 4,945,891.71 5,040,848.70 4,993,280.08 4,901,637.62 4,828,035.00 4,792,681.08 4,674,683.46 4,586,702.76 l/ 1/ 4 5,063,357.31 5,163,081.60 5,115,623.15 5,024,186.97 4,949,940.30 4,914,895.44 4,795,050.20 4,705,962.36 7/ 1/ 4 5,183,615.34 5,288,289.60 5,240,952.35 5,149,794.32 5,074,930.20 5,040,212.28 4,918,531.95 4,828,315.20 1/ 1/ 5 5,306,718.24 5,416,529.10 5,369,355.94 5,278,536.12 5,203,068.30 5,168,748.36 5,045,189.34 4,953,050.68 7/ l/ 5 5,432,757.78 5,547,884.70 5,500,907.47 5,410,504.11 3,334,450.00 5,300,353.72 5,175,081.42 5,082,640.32 l/ 1/ 6 5,561,786.40 5,682,426.90 5,635,680.49 5,545,759.45 5,469,138.90 5,435,711.76 5,308,355.66 5,214,791.40 7/ 1/ 6 5,693,869.65 5,820,226.20 5,773,748.55 5,684,409.17 5,607,230.40 5,574,322.36 5,445,037.48 5,350,375.44 1/ l/ 7 5,829,099.30 5,961,353.10 5,915,214.62 5,826,514.43 5,748,819.90 5,716,469.53 5,585,247.33 5,489,499.72 7/ 1/ 7 5,967,540.90 6,105,920.40 6,060,137.54 5,972,182.26 5,893,971.00 5,862,236.04 5,729,071.32 5,632,217.88 1/ 1/ 8 6,109,273.11 6,253,984.50 6,208,605.57 6,121,473.82 6,042,795.00 6,011,722.20 5,876,595.44 5,776,655.08 7/ 1/ 8 6,254,374.59 6,405,644.10 6,360,721.68 6,274,511.43 6,195,371.40 6,165,028.08 6,027,905.76 5,929,900.72 1/ 1/ 9 6,402,910.89 6,560,983.60 6,516,559.42 6,431,386.83 6,351,811.50 6,322,220.40 6,183,122.75 6,083,044.20 7/ 1/ 9 6,535,000.00 6,720,088.20 6,676,207.05 6,592,161.18 6,512,194.80 6,483,449.28 6,342,349.67 6,241,210.68 1/ 1/10 6,883,056.00 6,839,767.54 5,756,972.09 6,676,632.60 6,648,764.76 6,505,655.36 6,403,489.56 7/ 1/10 7,050,000.00 7,007,343.86 6,925,896.01 6,845,204.40 6,818,316.96 6,673,177.50 6,569,970.24 1/ 1/11 7,179,024.27 7,099,039.97 7,018,053.30 6,992,189.28 6,845,019.35 6,740,795.76 7/ 1/11 7,355,000.00 7,276,511.00 7,195,258.80 7,170,481.80 7,021,284.17 6,916,055.52 1/ 1/12 7,458,431.42 7,376,932.20 7,353,327.96 7,202,075.22 7,095,874.68 7/ 1/12 7,645,000.00 7,563,200.70 7,540,844.52 7,387,530.16 7,280,360.52 1/ 1/13 7,754,175.60 7,733,131.56 7,577,752.31 7,469,656.08 7/ 1/13 7,950,000.00 7,930,322.52 7,772,879.29 7,663,868.64 i/ 1/14 8,132,550.64 7,973,031.59 7,863,123.36 7/ 1/14 8,340,000.00 8,178,346.89 8,067,563.28 l/ 1/15 8,388,928.45 8,277,313.36 7/ 1/15 8,605,000.00 8,492,535.12 1/ 1/16 8,713,335.24 7/ 1/16 81940,000.00 Notes CAB Accretion Based on Stated Yield to Maturity Altura Nelson a Company, Inc. Dater 06-29-1998 0 16s22s55 Yilenamws SR Keys CABS-20TINAL-D 4 i SAN RANDS VALLEY 'CNMED SCHOOL DISTRICT 1998 11EASURE D GENERAL OBLIGATION 8'011418, SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE sssru ssrrsssssrssss '. Accreted Value Table sasssars ssrasarsssss Delivery Dates 7/ 9198 Period CAB CAB CAB CAB CAN CAB CAB Cab Ending 7/ 1/ 1 7/ 1/ 2 7/ 1/ 3 7/ 1/ 4 7/ 1/ 5 7/ 1/ 6 7/ 1/ 7 7/ 1/ 8 ( 0.000000 b) ( 0.000000 %) ( 0.000000 %) { 0.000000 %) ( 0.000000 it} ( 0.000000 %) { 0.000000 t) ( 0.000000 gt) ( 4.150000 4.250000 4s) ( 4.350000 +s) ( 4.450000 q1} ( 4.500000 %) ( 4.550000 t) { 4.600000 %) ( 4.650000 k) ( 88.487000 %) ( 54.595000 k) ( 80.717000 4t) { 76.866000 •s) ( 73.306000 %) ( 59.842000 %) ( 56.477000 %) ( 63.213000 At) -------- -------------- --------`----- -------------- -------------- -------------- -------------- -------------- -------------- 7/ 9/98 4,424.35 4,229.75 4,035.85 3,843.30 3,665.30 3,492.10 3,323.85 3,150.55 7/ 1/ 1 5,000.00 4,794.04 4,587.63 4,381.50 4,184.66 3,992.73 3,805.90 3,624.30 1/ 1/ 2 4,895.91 4,687.41 4,478.99 4,278.82 4,083.56 3,893.43 3,708.56 7/ 1/ 2 5,000.00 4,789.36 4,578.64 4,375.09 4,176.47 3,982.98 3,794.79 1/ 1/ 3 4,893.53 4,680.52 4,473.53 4,271.46 4,074.59 3,883.02 7/ 1/ 3 5,000.00 4,784.66 4,574.18 4,368.66 4,168.30 3,973.30 1/ 1/ 4 4,891.12 4,677.10 4,468.04 4,264.17 4,065.67 7/ 1/ 4 5,000.00 4,782.34 4,569.69 4,362.25 4,160.20 1/ 1/ 5 4,869.94 4,673.65 4,462.58 4,256.93 7/ 1/ 5 5,000.00 4,779.96 4,565.22 4,355.90 1/ 1/ 6 4,888.72 4,670.22 4,457.17 7/ 1/ 6 51000.00 4,777.64 4,560.80 1/ 1/ 7 4,887.52 4,666.84 7/ 1/ 7 51000.00 4,775.35 l/ 1/ 8 4,686.37 7/ 1/ 8 5,000.00 !Totes CAB Accretion Bared on Stated Yield to Xaturity Altura Nelson a ConVany, Inc. Date, 06-29-1998 ? 16s23s12 ]filename: SR Keys CRSS-20PINAL-D r ......... ......... ......... ......... ......... ......_.. ......... ......... ......... ............ .. .............................................................................................................................. _ _._ .......... SAN RANON VALLEY DNIFIED SCROOL DISTRICT 1998 NZASQRE D QXRERAL OBLIGATION BONDS, SERIES A CAPITAL APPRECIATION BONDS - NON CALLABLE ■arasrrasaaasaarsara Accreted Value Table rasYtrararrrira aaa aaa Delivery Dates 71 9/98 Period CAB CAN Ending 7/ 1/17 7/ 1/18 t 0.000000 as) { 0.000000 %) { 5.250000 %) { 5.250000 +k) 37.400000 35.511000 9s) 7/ 9/98 3,480,070.00 3,421,484.85 7/ 1/ 1 4,060,757.83 3,992,397.14 1/ 1/ 2 4,167,355.91 4,097,206.67 7/ 1/ 2 4,275,745.49 4,204,752.54 1/ 1/ 3 4,389,019.62 4,315,131.10 7/ 1/ 3 4,504,234.13 4,428,400.16 1/ 1/ 4 4,622,463.46 4,544,656.07 7/ 1/ 4 4,743,800.66 4,663,937.37 1/ 1/ 5 4,868,320.17 4,786,378.95 7/ 1/ 5 4,996,115.04 4,912,019.35 1/ 1/ 6 5,127,278.32 5,040,954.92 7/ 1/ 6 5,261,865.84 5,173,282.01 1/ 1/ 7 5,399,989.26 5,309,077.70 7/ 1/ 7 5,541,741.63 5,448,438.34 l/ 1/ 8 5,687,197.39 5,591,460.28 7/ 1/ 8 5,836,486.81 5,738,239.87 i/ 1/ 9 5,989,702.94 5,888,873.46 7/ 1/ 9 6,146,938.83 6,043,457.40 1/ 1/10 6,308,287.53 6,202,088.04 7/ 1/10 6,473,879.31 6,364,900.27 1/ 1111 6,643,825.83 6,531,971.17 7/ 1/11 6,818,220.14 6,703,435.63 1/ 1/12 6,997,192.51 6,879,409.27 7/ 1112 7,180,873.21 7,059,988.44 l/ 1/13 7,369,373.90 7,245,308.03 7/ 1/13 7,562,806.24 7,435,502.93 1/ 1/14 7,761,337.72 7,630,688.76 7/ 1/14 7,965,080.00 7,630,981.14 1/ 1/15 8,174,163.35 8,036,553.50 7/ 1/15 8,388,736.65 8,247,502.19 1/ 1/16 8,608,930.17 8,464,000.64 7/ 1116 8,834,911.40 8,686,183.74 l/ 1/17 9,066,829.22 8,914,205.65 7/ 1/17 9,305,000.00 9,148,201.26 1/ 1118 9,388,344.00 7/ 1/18 9,635,000.00 Notes CAB Accretion Based on Stated Yield to Ntturity Altura Nelson & Company, Ino. Dates 06-29-1998 0 16s22s55 Filens"s SR Keys CASE-20FINAL-D SAN RANON VALLLY marlBD SCBOOL DISTRICT 1998 M&ASDRL D G)LNSRAL OBLIGATION DONDE, SERBS A CAPITAL APPRECIATION BONDS - NON CALLABLE wf�wwwrrwrwrrrrirw/r Accreted Value Table :wrrrwrwrrrrwrrwrrrw Delivery Dates 7/ 9/98 Period CAB CAB Yading 7/ 1/17 7/ 1/18 ( 0.000000 %) ( 0.000000 %) ( 5.250000 %) ( 5.250000 %) ( 37.400000 %) ( 35.511000 %) - ------ 7/ 9/98 1,870.00 1,775.53 7/ 1/ 1 2,182.03 2,071.62 1/ 1/ 2 2,239.31 2,126.21 7/ 1/ 2 2,298.09 2,182.02 1/ 1/ 3 2,358.42 2,239.30 7/ 1/ 3 2,420.33 2,298.08 1/ 1/ 4 2,483.86 2,358.41 7/ 1/ 4 2,549.06 2,420.31 1/ 1/ 5 2,615.97 2,483.85 7/ 1/ 5 2,684.64 2,549.05 1/ 1/ 6 2,755.12 2,615.96 7/ l/ 6 2,827.44 2,684.63 1/ 1/ 7 2,901.66 2,755.10 7/ 1/ 7 2,977.83 2,827.42 1/ 1/ 8 3,055.99 2,901.64 7/ 1/ 8 3,136.21 2,977.81 1/ 1/ 9 3,218.54 3,033.98 7/ 1/ 9 3,303.03 3,136.20 1/ 1/10 3,389.73 3,218.52 7/ 1/10 3,476.71 3,303.01 1/ 1/11 3,570.03 3,389.71 7/ 1/11 3,663.74 3,478.69 1/ 1/12 3,759.91 3,570.01 7/ 1/12 3,858.61 3,663.72 1/ 1/13 3,959.90 3,759.89 7/ 1/13 4,063.84 3,858.59 1/ 1/14 4,170.52 3,959.88 7/ 1/14 4,280.00 4,063.82 1/ 1/15 4,392.35 4,170.50 7/ 1/15 4,507.65 4,279.97 1/ 1/16 4,625.97 4,392.32 7/ 1/16 4,747.40 4,507.62 l/ 1/17 4,872.02 4,625.95 7/ 1/17 5,000.00 4,747.38 1/ 1/18 4,872.00 7/ 1/18 5,000.00 Note: CAB Accretion Based on Stated Yield to Maturity Altura Nelson i Company, x—. Datei 06-29-1998 i 16s23s13 filenamet SR Keys CABS-20FnMT--D __ SAN RANDS VALXZY UMFIZD SCBOOL DISTRICT 1998 103ASMZ D GLNERAL OBL2GATION BONDS, SZRIZS A CAPITAL APPRECIATION BONDS - NOW CALLABLE asrs:assrarssasssrasaaaasaaar Acer*tad Value Table - Totals ssrsesssssraassrasasasssarssa Delivery Dates 7/ 9/98 Katurity Dates 7/ 1/18 Period Accreted Zading Value 7I 9/98 70,OOa,000.00 7/ 1/ 1 80,530,848.82 1/ 1/ 2 78,088,213.99 7/ 1/ 2 79,961,962.89 1/ 1/ 3 76,943,163.98 7/ 1/ 3 78,803,380.68 1/ i/ 4 75,395,621.66 7/ 1/ 4 77,231,709.21 1/ 1/ 5 73,694,665.24 7/ 1/ 5 75,500,991.71 1/ 11 6 71,518,313.70 7/ 1/ 6 73,283,288.90 1/ 1/ 7 68,955,370.10 7/ 1/ 7 70,669,165.81 1/ 1/ 8 66,082,907.09 7/ 1/ 8 67,737,184.44 11 1/ 9 62,730,616.19 7/ 1/ 9 64,313,057.09 1/ 1/10 59,234,713.48 7/ 1/10 60,728,688.55 1/ 1/11 55,049,918.93 7/ 1/11 56,456,247.06 1/ 1/17 50,363,243.26 7/ 1/12 51,557,797.57 11 1/13 45,149,397.48 7/ 1/13 46,315,379.62 1/ 1/14 39,360,732.27 7/ 1/14 40,381,971.31 1/ 1/15 32,876,956.86 7/ 1/15 33,733,773.96 1/ 1/16 25,786,266.05 7/ 1/16 26,461,095.14 1/ 1/17 17,981,034.87 7/ 1/17 18,453,201.26 1/ 1/18 9,388,344.00 7/ 1/18 9,635,000.00 Altura Neleoa a Conpany, Inc. Dates 06-29-1998 S 16:23:24 Tilauames SR Keys CAS$-20rnlAL-D SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS ELECTION OF 1998,SERIES A TABLE OF CUSIP IDENTIFICATION NUMBERS Maturity Denominational Au ust 1 Amount CUSIP Number 2001 $ 3,780,415.80 799408 ZT'9 2002 4,090,168.25 ZU6 2003 4,197,284.00 ZV4 2004 4,073,898.00 ZW2 2005 4,182,107.30 ZX0 2006 4,190,520.00 ZY8 2007 4,121,574.00 ZZ5 2008 4,140,451.50 A25 2009 3,915,235.95 A33 2010 3,971,053.50 A41 2011 3,924,039.60 A58 2012 3,833,355.90 A66 2013 3,766,630.50 A74 2014 3,729,981.60 A82 2015 3,629,330.85 A.90 2016 3,552,398.40 B24 2017 3,480,070.00 B,32 2018 3,421,484.85 B40 DOCSSF 1:2172©3.1 _ _ ........ ......... ......... ......... ........ ._....... ....... ................._..... . __ ... ......... ......... ......... ......... ...................... DIRECTION TO REGISTRAR TO AUTHENTICATE BONDS The undersigned Treasurer of the County of Contra Costa (the "County„), California, acting on behalf of the San Ramon Valley Unified School District (the "District"), hereby directs BNY Western Trust Company, as paying agent, registrar and transfer agent with respect to $70,000,000 aggregate principal amount of San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A, to authenticate and deliver said Bonds in accordance with Section 4 of Resolution No. 98/287 adopted by the Board of Supervisors of the County on June 2. The County hereby confirms the appointment of BNY Western Trust Company as paying agent,registrar and transfer agent under said Resolution. Dated: July 9, 1998. Alfred P. Lomeli Treasurer-Tax Collector of the County of Contra Costa State of California DOCSSF1:217203.1 ......._...-............ ._._......._......-- ... .._...... .......... _ .. __ __.......... _........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... .........._.... _...... _.._.......__................_........ ... .... CERTIFICATE OF,PAYING AGENT The undersigned, BNY Western Trust Company, a national banking association organized and existing under the laws of the United States of America ("Bank"), does hereby certify that: 1. Bank is the Paying Agent under that certain Resolution No. 98/287 of the Board of Supervisors of the County of Contra Costa adopted June 2 (the "Resolution"), which Resolution was adopted at the request of the San Ramon Valley Unified School District (the "District") pursuant to a resolution of the Board of Trustees of the District duly passed and adopted on May 19, 1998, relative to the issuance and security of $70,000,000 aggregate principal amount of San Ramon Valley Unified School District General 'Obligation Bonds, Election of 1998, Series A(the"Bonds"). 2. Bank is qualified to accept and perform the duties and obligations of the Paying Agent imposed upon the Paying Agent by the Resolution, and hereby confirms acceptance of such duties and obligations. 3. Pursuant to Section 4 of the Resolution, each of the Bonds has been duly authenticated on behalf of Bank, as Paying Agent, by the signing of Bank's Certificate of Authentication and Registration thereon by an authorized officer of Bank who was and is duly authorized to sign such Paying Agent's Certificate of Authentication and Registration on behalf of Bank. 4. Attached hereto is a copy of the by-laws of BNY Western Trust Company evidencing the delegation of signing authority of Bank, which are in full force and effect on the date hereof, giving requisite authority to such officers to perform the functions required by paragraph 3 above. 5. The Bonds have been examined by an officer of the undersigned and found to be substantially in the form prescribed by the Resolution and such officer has delivered the Bonds. IN WITNESS WHEREOF, BNY Western Trust Company has caused this certificate to be executed by its officers thereunto duly authorized this July 9, 1998. BNY Western Trust Company By Authorized Officer Attested: By: Assistant Secretary DOCSSF l:z 17203.3 RECEIPT FOR BONDS The undersigned, as the Underwriter of the bands hereinafter described, does hereby certify that on the date set forth below it did receive the following bonds, to wit: Title of Bonds: San Raman Valley Unified School District General Obligation Bonds,Election of 1998, Series A Principal $70,000,000 Amount: Date of Bonds: July 9, 1998 (Capital Appreciation Bonds) Said bonds mature and accrete in value as set forth in Schedule A, attached hereto. The undersigned hereby acknowledges that all of said bonds have been checked, inspected and accepted by the Underwriter and found to be satisfactory as to farm and substance. The undersigned further acknowledges receipt of such documents, certificates and opinions required in connection with the issuance of said bonds and satisfaction by the San Ramon Valley Unified School District (the "District") and by the County of Contra Costa (the "County„) of the terms and conditions of the Purchase Contract dated June 24, 1998, by and among the District,the County and the Underwriter, relating to said bonds. The undersigned further certifies that as of the date hereof all of the representations of the Underwriter contained in the Purchase Contract are true, complete and correct in all material respects. Dated: July 9, 1998. Altura,Nelson& Co., Incorporated By Authorized Officer DOCSSFI:2I 7203.1 } SCHEDULE A MATURITY SCHEDULE Maturity Denominational Maturity Reoffering (August AWunt Value Edo 2001 $ 3,780,415.80 $4,272,283.84 100.00 2002 4,090,168.25 4,835,000.00 100.00 2003 4,197,284.00 5,200,000.00 100.00 2004 4,073,898.00 5,300,000.00 100.00 2005 4,182,107.30 5,705,000.00 104.00 2006 4,190,520.00 6,000,000.04 100.00 2007 4,121,574.00 6,200,000.00 100.00 2008 4,140,451.50 6,550,00000 100.00 2009 3,915,235.95 6,555,000.00 100.00 2010 3,971,053.50 7,050,000.00 100.00 2011 3,924,039.60 7,355,000.00 100.00 2012 3,833,355.90 7,645,000.00 100.00 2013 3,766,630.50 7,950,000.00 100.00 2014 3,729,981.60 8,340,00000 100.00 2015 3,629,330.85 8,605,000.00 100.00 2016 3,552,398.40 8,940,000.00 100.00 2017 3,480,070.00 9,305,000.00 100.00 2018 3,421,484.85 9,635,000.00 100.00 DocssFI:21720.1.1 SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS ELECTION OF 1998, SERIES A REQUISITION NO. 1 To: BNY Western Trust Company as Paying Agent You are hereby directed to pay the costs of issuance as listed in Exhibit A attached from the bond proceeds deposited in the Costs of Issuance Account. The undersigned hereby certifies that(i) each such payment is a proper charge against the Costs of Issuance Account and (ii) each such payment has not been previously paid from the Costs of Issuance Account. Dated: July 9, 1998. SAN RAMON VALLEY SCHOOL DISTRICT By Robert Kessler, Superintendent DOCSSFI:217203.1 ......... ......... ......... ............._... _ ........... ......... ......... ......... .._...... ......... ......... ......... __..._...................._............................................... .. ................... t EXHIBIT A Pavee Purpose Amount Orrick,Herrington& Sutcliffe Bond Counsel Fee LLP Quint& Thimmig,LLP Underwriter's Counsel Fee BNY Western Trust Paying Agent Fee PaineWebber Incorporated Financial Advisory Fee Moody's investors Service Rating Fee Standard & Poor's Rating Rating Fee Services Financial Guaranty Insurance Insurance Fee Company Printing Costs DOCSSF1:217203.1 FORM OF OPINION OF BOND COUNSEL July 9, 1998 San Ramon Valley Unified School District Danville, California San Ramon Valley Unified School District eneral Obligation Bonds.Election of 1998 Series A (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the County of Contra Costa, California (the "County"), on behalf of the San Ramon Valley Unified School District (the "District"), which is located in the County, of $70,000,000 aggregate initial principal (denominational) amount of bonds designated as "San Ramon Valley Unified School District General Obligation Bonds, Election of 1998, Series A" (the "Bonds"), representing part of an issue in the aggregate principal amount of$70,000,000 authorized at an election held in the District on April 14, 1998. The Bonds are issued under and pursuant to a resolution of the Board of Supervisors of the County adopted on June 2, 1998 (the "County Resolution"), at the request of the District pursuant to a resolution of the Board of Trustees of the District adopted on May 19, 1998 (the"District Resolution"). In such connection, we have reviewed the District Resolution, the County Resolution, the Tax Certificate of the District dated the date hereof (the "Tax Certificate"), certificates of the District, the County, and others, and such other documents and matters to the extent we deemed necessary to render the opinions set forth herein. Certain agreements, requirements and procedures contained or referred to in the District Resolution, the County Resolution, the Tax Certificate and other relevant documents may be changed and certain actions (including, without limitation, the defeasance of Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than ourselves. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the District and the County. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the District Resolution, the County Resolution, and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in grass income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the District Resolution, the County Resolution, and the Tax Certificate and their enforceability may be subject to .bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against school districts and counties in the State of California. We express no opinion with respect to any indemnification, penalty, contribution, choice of law, choice of forum or waiver provisions contained in the foregoing documents. We also express no opinion regarding the accreted value table set forth in the Bonds. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto. Based on and subject to the foregoing and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Bonds constitute valid and binding obligations of the District. 2. The District Resolution has been duly and legally adopted and constitutes a valid and binding obligation of the District. 3. The County Resolution has been duly and legally adopted and constitutes a valid and binding obligation of the County. 4. The Board of Supervisors of the County has power and is obligated to levy ad valorem taxes without limitation as to rate or amount upon all property within the District's boundaries subject to taxation by the District (except certain personal property which is taxable at limited rates) for the payment of the Bonds and the interest thereon. 5. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 143 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although we observe that interest on the Bonds is included in adjusted current earnings in calculating corporate alternative minimum taxable income. We express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. Faithfully yours, ORRICK,HERRINGTON&. SUTCLIFFE LLP per