HomeMy WebLinkAboutMINUTES - 05232006 - C.77 •a
TO: BOARD OF SUPERVISORS c'E'"6E-L'' Contra
FROM: JOHN CULLEN,
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COUNTY ADMINISTRATOR �` - -�-•IH���� ;�
Costa
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DATE: MAY 23, 2006 °s;9-�oU>y `� C o u n ty
SUBJECT: MOUNT DIABLO UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS CA
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS:
ADOPT Resolution 2006/,W authorizing, on behalf of Mt. Diablo Unified School District, the sale
and issuance of General Obligation Bonds, Election of 2002, Series 2006, in a principal amount
not to exceed $59,600,000.
FISCAL IMPACT:
There is no fiscal impact to the County related to this item.
BACKGROUND:
Under, state law, the Contra Costa County Board of Supervisors is required to authorize the sale
and issuance of General Obligation bonds for school districts within the County. No financial
obligation is assumed with these authorizations.
The Mt. Diablo Unified School District is issuing these bonds on authority granted by voter
approval on March 5, 2002. The bond proceeds will be used for school facilities projects.
CONSEQUENCES OF NEGATIVE ACTION
Without the Contra Costa County Board of Supervisors authorization, the Mt. Diablo Unified
School District would not be able to issue the bonds, thereby delaying or preventing the
implementation of school facilities projects.
CONTINUED ON ATTACHMENT: X YES -, SIGNATURE:
------------------------------------ - - - - -- - --------------------- --------------------- -------
RECOMMENDATION OF COUNT INISTRATOR RECOMMEN ION OF BOARD COMMITTEE
,,-APPROVE THER
SIGNATURE(S):
----------------------- - ------------- ------------------------------------------------------------------------------------------------------------------------------ACTION OF
BOARD ON APPROVE AS RECOMMENDED�� OT
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTED
CONTACT: Jason Crapo JOHN L ,CLERK OF THE BOARD OF SUPERVISORS
AND COL4KY ADMINISTRATOR
CC: Jason Crapo,CAO
Bill Pollacek,Treasurer-Tax Collector
BY Y
" oft 7
Quint&Thimmig LLP 03/14/06
03/30/06
05/11/06
CONTRA COSTA COUNTY, CALIFORNIA
RESOLUTION NO. ooGI333
A RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA
COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF MT. DIABLO
UNIFIED SCHOOL DISTRICT (CONTRA COSTA COUNTY, CALIFORNIA),
GENERAL OBLIGATION BONDS (ELECTION OF 2002, SERIES 2006) IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $59,600,000
WHEREAS, a duly called election was held in the Mt. Diablo Unified School District,
Contra Costa County, State of California (hereinafter referred to as the "District"), on March 5,
2002, pursuant to Proposition 39 enacted by the voters of the State of California on November 7,
2000,and thereafter canvassed pursuant to law;and
WHEREAS, at such election there was submitted to and approved by the requisite 55%
vote of the qualified electors of the District a question as to the issuance and sale of general
obligation bonds of the District for various purposes set forth in the ballot submitted to the
voters, in the maximum principal amount of$250,000,000 payable from the levy of an ad valorem
tax against the taxable property in the District;and
WHEREAS, $69,400,000 aggregate principal amount of bonds, designated "Mt. Diablo
Unified School District (Contra Costa County, California) General Obligation Bonds, (Election
of 2002,Series 2002),"have heretofore been issued and sold;
WHEREAS, $121,000,000 aggregate principal amount of bonds, designated "Mt. Diablo
Unified School District (Contra Costa County, California) General Obligation Bonds, (Election
of 2002,Series 2004),"have also heretofore been issued and sold;
WHEREAS, at this time this Board has received the resolution of the governing board of
the District requesting the issuance of general obligation bonds in an aggregate principal
amount not to exceed $59,600,000 (the "Bonds"), and to authorize the sale of the bonds by a
negotiated sale to a purchaser to be selected through a competitive process pursuant to a bond
purchase agreement (the 'Bond Purchase Agreement") to be entered into with the underwriter
(the "Underwriter") to be selected by the District and to be named therein, a form of which
Bond Purchase Agreement has been submitted to and is on file with the Clerk of this Board of
Supervisors, all according to the terms and in the manner set forth in a resolution duly adopted
by the Board of Education of the District on April 11, 2006, a certified copy of which has been
filed with the Clerk of this Board of Supervisors (the "Resolution");and
WHEREAS, this Board of Supervisors accepts the representation of the District that it is
necessary and desirable that the bonds be issued and sold by a negotiated sale to a purchaser to
be selected through a competitive process for the purposes for which the bonds have been
authorized and on the terms and conditions set forth in the resolution of the Board of Education
of the District;and
WHEREAS, all acts, conditions and things required by law to be done or performed
have been done and performed in strict conformity with the laws authorizing the issuance of
bonds of the District, and the indebtedness of the District, including this proposed issue of
Bonds,is within all limits prescribed by law;
13008.09
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
CONTRA COSTA COUNTY, CALIFORNIA,AS FOLLOWS:
SECTION 1. Certain Definitions. As used in this Resolution, the terms set forth below
shall have the following meanings.
"Bond Insurer" means any insurance company which issues a municipal bond insurance
policy insuring the payment of principal of and interest on the Bonds.
"Bond Payment Date" means, June 1 and December 1 of each year, commencing June 1,
2007.
"Bond Register" means the registration books kept by the Bond Registrar pursuant to this
Resolution.
"Bond Registrar" means Wells Fargo Bank,National Association.
"Bonds" shall have the meaning ascribed thereto in the recitals to this Resolution.
"DTC" means The Depository Trust Company, New York, New York, a limited purpose
trust company organized under the laws of the State of New York in its capacity as securities
depository for the Bonds.
"Information Services" means..Financial Information, Inc.'s Financial Daily Called Bond
Service; Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond
Service;Moody's Municipal and Government; or Standard &Poor's Called Bond Record.
"Nominee" means the nominee of the Depository, which may be the Depository, as
determined from time to time pursuant to Section 3(c)hereof
"Outstanding" when used as of any particular time with reference to the Bonds, means
all Bonds theretofore, or thereupon being, authenticated and delivered by the Paying Agent
except (a) Bonds theretofore cancelled by the Paying Agent or surrendered to the Paying Agent
for cancellation; (b) Bonds with respect to which all liability of the District shall have been
discharged; (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which
other Bonds shall have been authenticated and delivered by the Paying Agent; and (d) Bonds
that have become due (at maturity, on redemption or otherwise) and for the payment of which
sufficient moneys,including interest accrued to the due date,are held by the Paying Agent.
"Owner"means any registered owner of the Bonds as identified in the Bond Register.
"Participants" means those broker-dealers, banks and other financial institutions from
time to time for which the Depository holds book-entry certificates as securities depository.
"Paying Agent"initially means Wells Fargo Bank,National Association.
"Principal Amount"means, with respect to any Bond,the principal amount thereof
"Record Date" means the close of business on the 15th day of the calendar month
preceding each Bond Payment Date.
"Redemption Notice" shall have the meaning ascribed thereto in Section 3(b)(iv)hereof.
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"Securities Depositories" means The Depository Trust Company, 55 Water Street, 50"
Floor, New York, NY 10041-0099 Attention: Call Notification Department, Fax (212) 855-7232;
and, in accordance with then current guidelines of the Securities and Exchange Commission,
such other addresses and/or such other securities depositories as the District may designate.
"Transfer Amount" means, with respect to any Outstanding Bond, the Principal Amount
thereof.
"United States Obligations" shall have the meaning ascribed to such term in Section 15.
"Written Request of the County" means, a written request signed by an officer, official or
staff person authorized to sign documents on behalf of the County pursuant to Section 17
hereof.
SECTION 2.Purpose of Bonds. That for the purpose of improving health and safety
conditions of local schools, upgrading electrical systems, repairing inadequate heating,
ventilation and plumbing systems, replacing aging roofs, renovating restrooms, improving
building exteriors and grounds for safety, replacing aging portables, and constructing and
acquiring new classrooms, educational facilities and technology infrastructure, and to pay all
necessary legal, financial, engineering and contingent costs in connection therewith, the County
authorizes the issuance of the Bonds.
SECTION 3.Terms of the Bonds.
(a) Denomination, Interest, Dated Dates. The Bonds shall be issued as Bonds registered as
to both principal and interest,in denominations of$5,000 each or any integral multiple thereof
Each Bond shall be dated June 1, 2006 (or other such date designated in the Bond
Purchase Agreement), and shall bear interest from the Bond Payment Date next preceding the
date of authentication thereof unless it is authenticated as of a day during the period from the
Record Date next preceding any Bond Payment Date to such Bond Payment Date, inclusive, in
which event it shall bear interest from such Bond Payment Date, or unless it is authenticated on
or before May 15, 2007, in which event it shall bear interest from June 1, 2006 (unless otherwise
provided in the Bond Purchase Agreement).
The Bonds shall mature not more than 25 years from their date. The Bonds shall bear
interest or accrete interest at a rate or rates such that the average interest rate shall not exceed
10%per annum. Interest shall be payable on the respective Bond Payment Dates.
(b) Redemltion.
(i) Optional Redemption. The Bonds shall be subject to redemption, at the option of
the District, as provided below, or on such other dates and on such terms as designated
in the Bond Purchase Agreement. The Bonds maturing on or before June 1, 2014, are not
subject to redemption prior to their fixed maturity dates. The Bonds maturing on or after
June 1, 2015, are subject to redemption at the option of the District, from any source of
funds, as a whole or in part on any date on or after June 1, 2014, at the following
Redemption Prices (expressed as percentages of the Principal Amount of the Bonds to be
redeemed)plus interest accrued thereon to the dates fixed for redemption:
Period During Which Redeemed Redemption Price
On or after June 1,2014 101%
On or after June 1,2015 100
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(ii)Mandatory Sinking Ficnd Redemption. The Bonds shall be subject to mandatory
sinking fund redemption prior to their stated maturity dates from monies in the Debt
Service Fund established in Section 10 hereof, as set forth in the Bond Purchase
Agreement.
(iii) Selection of Bonds for Redemption. Whenever provision is made in this
Resolution for the redemption of Bonds and less than all Outstanding Bonds are to be
redeemed, the Bond Registrar, upon written instruction, shall select Bonds for
redemption from such maturity dates as are selected by the District, and by lot within
each such maturity in such manner as the Bond Registrar shall determine; provided,
however, that the portion of any Bond to be redeemed in part shall be in the Principal
Amount of$5,000 or any integral multiple thereof
(iv) Notice of Redemption. When redemption is authorized or required pursuant to
Sections 3(b)(i) and 3(b)(ii) hereof, the Bond Registrar, upon written instruction from the
District, shall give notice (a "Redemption Notice") of the redemption of the Bonds. Such
Redemption Notice shall specify: (a) the Bonds or designated portions thereof (in the
case of redemption of the Bonds in part but not in whole) which are to be redeemed, (b)
the date of redemption, (c) the place or places where the redemption will be made,
including the name and address of the Bond Registrar, (d) the redemption price, (e) the
CUSIP numbers (if any) assigned to the Bonds to be redeemed, (f) the Bond numbers of
the Bonds to be redeemed in whole or in part and, in the case of any Bond to be
redeemed in part only, the Principal Amount of such Bond to be redeemed, and (g) the
original issue date, interest rate and stated maturity date of each Bond to be redeemed in
whole or in part. Such Redemption Notice shall further state that on the specified date
there shall become due and payable upon each Bond or portion thereof being redeemed
the Redemption Price thereof, together with the interest accrued to the redemption date,
and that from and after such date,interest with respect thereto shall cease to accrue.
The Bond Registrar, on behalf and at the expense of the District, shall mail (by
.first class mail) a Redemption Notice to the respective Owners of any Bonds designated
for redemption at their respective addresses appearing on the Bond Register, and to the
Securities Depositories and to one or more Information Services, at least thirty (30) but
not more than sixty(60) days prior to the date fixed for redemption.
Neither failure to receive nor failure to publish any Redemption Notice nor any
defect in any such Redemption Notice so given shall affect the sufficiency of the
proceedings for the redemption of the affected Bonds. Each check issued or other
transfer of funds made by the Bond Registrar for the purpose of redeeming Bonds shall
bear or include the CUSIP number identifying, by issue and maturity, the Bonds being
redeemed with the proceeds of such check or other transfer.
(v) Partial Redemption of Bonds. Upon the surrender of any Bond redeemed in part
only, the Bond Registrar shall execute and deliver to the Owner thereof a new Bond or
Bonds of like tenor and maturity and of authorized denominations equal in Transfer
Amounts to the unredeemed portion of the Bond surrendered. Such partial redemption
shall be valid upon payment of the amount required to be paid to such Owner, and the
County and the District shall be released and discharged thereupon from all liability to
the extent of such payment.
(vi) Effect of Notice of Redemption. Notice having been given as aforesaid, and the
monies for the redemption (including the interest to the applicable date of redemption)
having been set aside and held by the Bond Registrar, such Bonds shall become due and
payable on such redemption date.
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If on such redemption date, money for the redemption of all the Bonds to be
redeemed as provided in Section 3(b)(i) hereof, together with interest to such
redemption date, shall be held by the Bond Registrar so as to be available therefor on
such redemption date, and if notice of redemption thereof shall have been given as
aforesaid, then from and after such redemption date, interest with respect to the Bonds
to be redeemed shall cease to accrue and become payable. All money held by or on
behalf of the Bond Registrar for the redemption of Bonds shall be held in trust for the
account of the Owners of the Bonds so to be redeemed.
All Bonds paid at maturity or redeemed prior to maturity pursuant to the
provisions of this Section 3 shall be cancelled upon surrender thereof and be delivered to
or upon the order of the County and the District. All or any portion of a Bond purchased
by the County or the District shall be cancelled by the Bond Registrar.
(vii) Bonds No Longer Outstanding. When any Bonds (or portions thereof), which
have been duly called for redemption prior to maturity under the provisions of this
Resolution, or with respect to which irrevocable instructions to call for redemption prior
to maturity at the earliest redemption date have been given to the Bond Registrar, in
form satisfactory to it, and sufficient monies shall be held by the Bond Registrar
irrevocably in trust for the payment of the redemption price of such Bonds or portions
thereof, and, accrued interest with respect thereto to the date fixed for redemption, all as
provided in this Resolution, then such Bonds shall no longer be deemed Outstanding
and shall be surrendered to the Bond Registrar for cancellation.
(c)Book-Entry System.
(i) The Bonds shall be initially registered in the name of "Cede & Co.," as
nominee of DTC, and shall be initially issued as one Bond for each of the maturities of
the Bonds in the Principal Amounts set forth in Section 3(a), and DTC is hereby
appointed depository for the Bonds, and registered ownership of the Bonds may not
thereafter be transferred except as provided in this Section 3(c).
(ii) Registered ownership of the Bonds, or any portion thereof, may not thereafter
be transferred except:
(A) To any successor of Cede & Co., as nominee of DTC, or its nominee,
Or to any substitute depository designated pursuant to clause (B) of this section
(a "substitute depository"); provided, that any successor of Cede & Co., as
nominee of DTC or substitute depository, shall be qualified under any applicable
laws to provide the services proposed to be provided by it;
(B) To any substitute depository not objected to by the County, upon (1)
the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or (2) a determination by the County
to substitute another depository for DTC (or its successor) because DTC or its
successor (or any substitute depository or its successor) is no longer able to carry
out its functions as depository; provided, that any such substitute depository
shall be qualified under any applicable laws to provide the services proposed to
be provided by it; or
(C) To any person as provided below, upon (1) the resignation of DTC or
its successor (or substitute depository or its successor) from its functions as
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depository, or (2) a determination by the County to remove DTC or its successor
(or any substitute depository or its successor) from its functions as depository.
(iii) In the case of any transfer pursuant to clause (A) or clause (B) of subsection
(ii) hereof, upon receipt of the Bonds by the Bond Registrar, together with a Written
Request of the County to the Bond Registrar, a new Bond for each maturity shall be
executed and delivered in the aggregate Principal Amount of the Bonds then
Outstanding registered in the name of such successor or such substitute depository, or
their nominees, as the case may be, all as specified in such Written Request of the
County. In the case of any transfer pursuant to clause (C) of subsection (ii) hereof, upon
receipt of the Outstanding Bonds by the Bond Registrar together with a Written Request
of the County, new Bonds shall be executed and delivered in such Principal Amounts,
numbered in the manner determined by the Bond Registrar and registered in the names
of such persons as are requested in such Written Request of the County, subject to the
limitations of this Section 3(c) and date of receipt of such a Written Request of the
County, and thereafter, Bonds shall be transferred pursuant to Section 6 hereof;
provided, that the Bond Registrar shall not be required to deliver such new Bonds
within a period less than sixty(60) days.
(iv) The County and the Bond Registrar shall be entitled to treat the person in
whose name any Bond is registered as the owner thereof for all purposes of the
Resolution and applicable laws, notwithstanding any notice to the contrary received by
the County; and the County and the Bond Registrar shall have no responsibility for
transmitting payments to, communication with, notifying, or otherwise dealing with any
beneficial owners of the Bonds. Neither the County nor the Bond Registrar shall have
any responsibility or obligation, legal or otherwise, to the beneficial owners or to any
other party including DTC or its successor (or substitute depository or its successor),
except for the Holder of any Bonds.
(v) So long as the Outstanding Bonds are registered in the name of Cede & Co. or
its registered assigns, the County shall cooperate with Cede & Co., as sole Owner of the
Bonds, or its registered assigns in effecting payment of the principal of and interest on
the Bonds by arranging for payment in such manner that funds for such payments are
properly identified and are made immediately available on the date they are due.
SECTION 4. Sale of Bonds; Bond Purchase Agreement. The Bond Purchase Agreement
submitted to and on file with the Clerk of this Board of Supervisors providing for the sale by
this Board of Supervisors and the purchase by the Underwriter of the Bonds at a purchase price
to be set forth therein (which purchase price shall be approved by the Treasurer-Tax Collector,
this Board of Supervisors hereby expressly delegating to such officer the authority to execute
the Bond Purchase Agreement on its behalf), is hereby approved; provided, that (i) the true
interest cost for the Bonds shall not be in excess of 8.00%; (ii) the maximum interest rate
(coupon) on the Bonds shall not be in excess of 10.00% per annum; (iii) the costs of issuance for
the Bonds shall not be in excess of $130,000; and (iv) the Bonds shall otherwise conform to the
limitations specified herein.
The Bond Purchase Agreement shall recite the aggregate principal amount of the Bonds,
the date thereof, the maturity dates, principal amounts and annual rates of interest of each
maturity thereof; the initial and semiannual interest payment dates thereof; and the terms of
optional and mandatory sinking fund redemption thereof
The Treasurer-Tax Collector (or an authorized deputy or delegate of the Treasurer-Tax
Collector) is hereby authorized and.directed to accept the offer of the Underwriter when the
offer is satisfactory to the Treasurer-Tax Collector, and to execute and deliver the Bond
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Purchase Agreement on behalf of.the County in substantially the form now on file with this
Board of Supervisors, with such changes therein as shall be approved by the authorized officer
of the County executing the same, and such execution shall constitute conclusive evidence of
the Treasurer-Tax Collector's approval and this Board of Supervisors' approval of any change
therein from the form of such Bond Purchase Agreement. Prior execution of the Bond Purchase
Agreement is hereby ratified and affirmed.
SECTION 5. Execution of Bonds. The Bonds shall be signed by the Chairperson of the
Board of Supervisors and the Treasurer-Tax Collector by their manual or facsimile signatures
and countersigned by the manual or facsimile signature of and the seal of the County affixed
thereto by the Clerk of the Board of Supervisors, all in their official capacities. No Bond shall be
valid or obligatory for any purpose or shall be entitled to any security or benefit under this
Resolution unless and until the certificate of authentication printed on the Bond is signed by the
Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be
conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered
under this Resolution and is entitled to the security and benefit of this Resolution.
SECTION 6. Bond Registrar; Transfer and Exchange. This Board does hereby appoint
Wells Fargo Bank, National Association, or such other financial institution as designated in the
Official Statement, to act as the authenticating agent, bond registrar, transfer agent and paying
agent for the Bonds.
So long as any of the Bonds remain outstanding, the District will cause the Bond
Registrar to maintain and keep at its principal office all books and records necessary for the
registration, exchange and transfer of the Bonds as provided in this Section. Subject to the
provisions of Section 7 below, the person in whose name a Bond is registered on the Bond
Register shall be regarded as the absolute Owner of that Bond for all purposes of this
Resolution. Payment of or on account of the principal of and interest on any Bond shall be made
only to or upon the order of that person;neither the District, the County nor the Bond Registrar
shall be affected by any notice to the contrary, but the registration may be changed as provided
in this Section. All such payments shall be valid and effectual to satisfy and discharge the
District's liability upon the Bonds, including interest, to the extent of the amount or amounts so
paid.
Any Bond may be exchanged for Bonds of like tenor, maturity and Transfer Amount
upon presentation and surrender at the principal office of the Bond Registrar, together with a
request for exchange signed by the Owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. A Bond may be transferred on the Bond Register only upon
presentation and surrender of the Bond at the principal office of the Bond Registrar together
with an assignment executed by the Owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. Upon exchange or transfer, the Bond Registrar shall
complete, authenticate and deliver a new Bond or Bonds of like tenor and of any authorized
denomination or denominations requested by the Owner equal to the Transfer Amount of the
Bond surrendered and bearing or accruing interest at the same rate and maturing on the same
date.
If manual signatures on behalf of the County are required in connection with an
exchange or transfer, the Bond Registrar shall undertake the exchange or transfer of Bonds only
after the new Bonds are signed by officers of the County authorized to sign the Bonds by this
Resolution. In all cases of exchanged or transferred Bonds, the County shall sign and the Bond
Registrar shall authenticate and deliver Bonds in accordance with the provisions of this
Resolution. All fees and costs of transfer shall be paid by the requesting party. Those charges
may be required to be paid before the procedure is begun for the exchange or transfer. All
Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing
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the same debt, and entitled to the same security and benefit under this Resolution as the Bonds
surrendered upon that exchange or transfer.
Any Bond surrendered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be cancelled by the Bond Registrar. The District and the County
may at any time deliver to the Bond Registrar for cancellation any previously authenticated and
delivered Bonds that the District and the County may have acquired in any manner whatsoever,
and those Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the
surrender and cancellation of Bonds shall be made to the District and the County by the Bond
Registrar at least twice each calendar year. The cancelled Bonds shall be retained for a period of
time and then returned to the District or destroyed by the Bond Registrar as directed by the
District.
Neither the District, the County nor the Bond Registrar will be required to transfer or
exchange any Bonds (a) during the period from the Record Date next preceding any Bond
Payment Date to such Bond Payment Date, (b) during the period beginning with the opening of
business on the 15th business day next preceding any date of selection of Bonds to be redeemed
and ending with the close of business on the day on which the applicable notice of redemption
is given,or(c)which have been selected or called for redemption in whole or in part.
SECTION 7. Pam. Payment of interest on any Bond on any Bond Payment Date
shall be made to the Owner thereof as of the Record Date immediately preceding such Bond
Payment Date, such interest to be paid by check mailed to such Owner on the Bond Payment
Date at his or her address as it appears on the Bond Register or at such other address as he or
she may have filed with the Bond Registrar for that purpose on or before the Record Date. The
Owner of Bonds in an aggregate Principal Amount of$1,000,000 or more may request in writing
to the Bond Registrar that such Owner be paid interest on such Bonds by wire transfer to the
bank and account number on file with the Bond Registrar as of the Record Date. The principal,
and redemption premiums, if any, payable on the Bonds shall be payable upon maturity or
redemption upon surrender at the principal office of the Bond Registrar. The interest principal
and redemption premiums, if any, on the Bonds shall be payable in lawful money of the United
States of America. The Bond Registrar is hereby authorized to pay the Bonds when duly
presented for payment at maturity,and to cancel all Bonds upon payment thereof.
The Bonds are general obligations of the District and do not constitute an obligation of
the County except as provided in this Bond Resolution. No part of any fund of the County is
pledged or obligated to the payment of the Bonds.
SECTION 8. Form of Bonds. The Bonds shall be in substantially the form set forth in
Exhibit A hereto, allowing those officials executing the Bonds to make the insertions and
deletions necessary to conform the Bonds to this Resolution and to the Bond Purchase
Agreement as authorized herein.
SECTION 9. Delivery of Bonds. The proper officials of the County shall cause the Bonds
to be prepared and, following their sale, shall have the Bonds signed and delivered, together
with a true transcript of proceedings with reference to the issuance of the Bonds, to the original
purchaser upon payment of the purchase price therefor.
SECTION 10. Deposit of Proceeds of Bonds. The proceeds from the sale of the Bonds
shall be paid to the County to the credit of the fund hereby created and established and to be
known as the "Series 2006 Mt. Diablo Unified School District Building Fund" (the 'Building
Fund") of the District, shall be kept separate and distinct from all other District and County
funds, and those proceeds shall be used solely for the purpose for which the Bonds are being
issued and such proceeds shall be applied solely to authorized purposes which relate to the
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acquisition or improvement of real property. The accrued interest, if any, and any purchase
premium received by the County from the sale of the Bonds shall be kept separate and apart in
funds hereby created and established and to be designated as the "Series 2006 Mt. Diablo
Unified School District General Obligation Bond Debt Service Fund" (the "Debt Service Fund")
and used only for payments of principal and interest on the Bonds. Any excess proceeds of the
Bonds deposited in the Building Fund and not needed for the authorized purposes set forth
herein for which the Bonds are being issued, shall be transferred to the Debt Service Fund and
applied to the payment of principal and interest on the Bonds. If, after payment in full of the
Bonds, there remain excess monies, such amounts shall be transferred to the general fund of the
District in accordance with Section 11 hereof
Subject to federal tax restrictions, monies in the funds created hereunder shall be
invested in any lawful investment permitted by sections 16429.1 and 53601 of the Government
Code of the State of California (the "Government Code"), in the Local Agency Investment Fund
in the treasury of the State of California, in an investment agreement the terms of which are
approved by the Treasurer-Tax Collector, or in shares in a California common law trust
established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests
exclusively in investments permitted by Section 53635 of the Government Code as it may be
amended (including the California Asset Management Program (CAMP).
Except as required below to satisfy the requirements of section 148(f) of the Internal
.Revenue Code of 1986, as amended (the "Code"), interest earned on the investment of monies
held in the Debt Service Fund shall be retained in the Debt Service Fund and used by the
County to pay principal and interest on the Bonds when due, and interest earned on the
'investment of monies held in the Building Fund shall be retained in the Building Fund.
SECTION 11. Security for the Bonds. There shall be levied on all the taxable property in
the District, in addition to all other taxes, a continuing direct ad valorem tax annually during
the period the Bonds are outstanding in an amount sufficient to pay the principal of and interest
on the Bonds when due, which monies when collected will be placed in the Debt Service Fund,
which fund is irrevocably pledged for the payment of the principal of and interest on the Bonds
when and as the same fall due;provided, however, that when all of the principal and interest on
all of the Bonds have been paid, any balance then remaining in said thud shall be transferred to
the general fund of the District as permitted and provided for in Section 15234 of the Education
Code of the State of California.
SECTION 12. Arbitrage Covenant. The District will restrict the use of the proceeds of
the Bonds in such manner and to such extent, if any, as may be necessary, so that the Bonds will
not constitute arbitrage bonds under Section 148 of the Code and the applicable regulations
prescribed under that Section or any predecessor section.
SECTION 13. Conditions Precedent. This Board determines that all acts and conditions
necessary to be performed by the Board or to have been met precedent to and in the issuing of
the Bonds in order to make them legal, valid and binding general obligations of the District
have been performed and have been met, or will at the time of delivery of the Bonds have been
performed and have been met, in regular and due form as required by law; that the full faith,
credit and revenues of the District are pledged for the timely payment of the principal of and
interest on the Bonds; and that no statutory or constitutional limitation of indebtedness or
taxation will have been exceeded in the issuance of the Bonds.
SECTION 14. Insurance. In the event that bond insurance is purchased for the Bonds,
and to the extent that the Bond Insurer makes payment of the principal or interest on the Bonds,
it shall become the owner of such Bonds with the right to payment of principal or interest on the
Bonds, and shall be fully subrogated to all of the Owners' rights, including the Owners' rights
-9-
to payment thereof To evidence such subrogation (i) in the case of subrogation as to claims that
were past due interest components, the Bond Registrar shall note the Bond Insurer's rights as
subrogee on the Bond Register upon receipt of a copy of the cancelled check issued by the Bond
Insurer for the payment of such interest to the Owners of the Bonds, and (ii) in the case of .
subrogation as to claims for past due principal, the Bond Registrar shall note the Bond Insurer
as subrogee on the Bond Register upon surrender of the Bonds by the Owners thereof to the
Bond Insurer or the insurance trustee for the Bond Insurer.
SECTION 15. Defeasance. All or any portion of the outstanding maturities of the Bonds
may be defeased prior to maturity in the following ways:
(a) Cash: by irrevocably depositing with the County an amount of cash which together
with amounts then on deposit in the Debt Service Fund is sufficient to pay all of the Bonds
outstanding and designated for defeasance, including all principal and interest and redemption
premium,if any;or
(b) United States Obligations: by irrevocably depositing with the County, noncallable
United States Obligations together with cash, if required, in such amount as will, in the opinion
of an independent certified public accountant, together with interest to accrue thereon and
monies then on deposit in the Debt Service Fund together with the interest to accrue thereon,be
fully sufficient to pay and discharge all of the Bonds outstanding and designated for defeasance
(including all principal and interest and redemption premiums, if any, thereon) at or before
their maturity date;
then; notwithstanding that any such designated Bonds shall not have been surrendered for
payment, all obligations of the District and the County with respect to all of such designated
outstanding Bonds shall cease and terminate, except only the obligation of the County and the
Bond Registrar to pay or cause to be paid from funds deposited pursuant to paragraphs (a) or
(b) of this Section, to the Owners of such designated Bonds not so surrendered and paid all
sums due with respect thereto.
For purposes of this Section,United States Obligations means:
Direct and general obligations of the United States of America, or obligations that
are unconditionally guaranteed as to principal and interest by the United States of
America, including (in the case of direct and general obligations of the United States of
America) evidences of direct ownership of proportionate interests in future interest or
principal payments of such obligations. Investments in such proportionate interests
must be limited to circumstances wherein (a) a bank or trust company acts as custodian
and holds the underlying United States obligations; (b) the owner of the investment is
the real party in interest and has the right to proceed directly and individually against
the obligor of the underlying United States obligations; and (c) the underlying United
States obligations are held in a special account, segregated from the custodian's general
assets, and are not available to satisfy any claim of the custodian, any person claiming
through the custodian, or any person to whom the custodian may be obligated;
provided that such obligations are rated or assessed "AAA" by Standard & Poor's
Ratings Group or"Aaa"by Moody's Investors Service.
SECTION 16. Rebate Fund.
(a) There shall be created and established a special fund designated the "Series 2006 Mt.
Diablo Unified School District Rebate Fund" (the "Rebate Fund"). All amounts at any time on
deposit in the Rebate Fund shall be held in trust, to the extent required to satisfy the
requirement to make rebate payments to the United States (the "Rebate Requirement")
-10-
pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and the
Treasury Regulations promulgated thereunder (the "Rebate Regulations"). Such amount shall
be free and clear of any lien hereunder and shall be governed by this Section and Section 12
hereof. The County shall be deemed conclusively to have complied with the Rebate
Requirement if it follows the written requests of the District, and shall have no independent
responsibility to, or liability resulting from its failure to, enforce compliance by the District with
the Rebate Requirement.
(b) Within 45 days of the end of every fifth Bond Year (as such term is defined in the Tax
Certificate), (i) the District shall calculate or cause to be calculated with respect to the Bonds the
amount that would be considered the "rebate amount" within the meaning of Section 1.148-3 of
the Rebate Regulations, using as the "computation date" for this purpose the end of such five
Bond Years, and (ii) upon the District's written direction, the County shall deposit to the Rebate
Fund from deposits from the District or from amounts on deposit in the other funds established
hereunder, if and to the extent required, amounts sufficient to cause the balance in the Rebate
Fund to be equal to the "rebate amount" so calculated. The County shall not be required to
deposit any amount to the Rebate Fund in accordance with the preceding sentence, if the
amount on deposit in the Rebate Fund prior to the deposit required to be made under this
subsection (b) exceeds the "rebate amount" calculated in accordance with the preceding
sentence. Such excess may be withdrawn from the Rebate Fund to the extent permitted under
subsection (g) of this Section. The District shall not be required to calculate the "rebate amount"
within the meaning of this subsection (b), with respect to all or a portion of the proceeds of the
Bonds (1) to the extent such proceeds satisfy the expenditure requirements of section
148(f)(4)(B) or section 148(f)(4)(C) of the Code, whichever is applicable, and otherwise qualify
for the exception of the Rebate Requirement pursuant to whichever of said sections is
applicable, (2) to the extent such proceeds are subject to an election by the District under section
148(f)(4)(C) (vii) of the Code to pay a 1-1/2% penalty in lieu of arbitrage rebate in the event any
of the percentage expenditure requirements of section 148(f)(4)(C) are not satisfied, or (3) to the
extent such proceeds qualify for the exception to arbitrage rebate under section 148(f)(4)(A)(ii)
of the Code for amounts in a "bona fide debt service fund."
(c) Any funds remaining in the Rebate Fund after redemption of all the Bonds and any
amounts described in paragraph (ii) of subsection (d) of this Section, or provision made therefor
satisfactory to the County, including accrued interest and payment of any applicable fees to the
County,shall be withdrawn by the County and remitted to the District.
(d) Upon the written request of the District, but subject to the exceptions contained in
subsection (b) of this Section to the requirement to calculate the "rebate amount" and make
deposits to the Rebate Fund, the County shall pay to the United States, from amounts on
deposit in the Rebate Fund,
(i) Not later than 60 days after the end of (A) the fifth Bond Year, and (B) each
fifth Bond Year thereafter, an amount that, together with all previous rebate payments,
is equal to at least 90% of the "rebate amount" calculated as of the end of such Bond
Year in accordance with Section 1.148-3 of the Rebate Regulations; and
(ii) Not later than 60 days after the payment of all Bonds, an amount equal to
100% of the "rebate amount" calculated as of the end of such Bond Year (and any
income attributable to rebatable arbitrage determined to be due and payable) in
accordance with Section 1.148-3 of the Rebate Regulations.
(e) In the event that, prior to the time of any payment required to be made from the
Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such
payment is due, the District shall calculate the amount of such deficiency and direct the County
-11-
in a written request of the District to deposit an amount received from the District equal to such
deficiency into the Rebate Fund prior to the time such payment is due.
(f) Each payment required to be made pursuant to subsection (D) of this Section shall be
made to the Internal Revenue Service Center, Ogden, Utah 84201, on or before the date on
which such payment is due, and shall be accompanied by Internal Revenue Service Form
8038-T.
(g) In the event that immediately following the calculation required by subsection (b) of
this Section, but prior to any deposit made under said subsection, the amount on deposit in the
Rebate Fund exceeds the "rebate amount" calculated in accordance with said subsection, upon
written instructions from the District, the County shall withdraw the excess from the Rebate
Fund and credit such excess to the Debt Service Fund.
(h) The District shall retain records of all determinations made hereunder until six years
after the retirement of the last obligations of the Bonds.
(i) Notwithstanding anything in this Resolution to the contrary, the Rebate Requirement
shall survive the payment in full or defeasance of the Bonds.
SECTION 17.Indemnification of County. The County acknowledges and relies upon the
fact that the District has represented that it shall indemnify and hold harmless, to the extent
permitted by law, the County and its officers and employees ("Indemnified Parties"), against
any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified
Parties may become subject because of action or inaction related to the adoption of this
resolution, or related to the proceedings for sale, award, issuance and delivery of the Bonds in
accordance herewith and with the District's resolution and that the District shall also reimburse
any such Indemnified Parties for any legal or other expenses incurred in connection with
investigating or defending any such claims or actions.
SECTION 17. Limited Responsibility for Official Statement. Neither the Board nor any
officer of the County has prepared or reviewed the official statement of the District describing
the Bonds (the "Official Statement"), and this Board 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 Official Statement and in a
preliminary Official Statement, and to certify in writing prior to or upon the issuance of the
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.
SECTION 19. Other Actions. Officers of the Board and County officials and staff are
hereby authorized and directed, jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or advisable in order to
proceed with the issuance of the Bonds or related to the Refunding Bonds and otherwise carry
out, give effect to and comply with the terms and intent of this Resolution. Such actions
heretofore taken by such officers, officials and staff are hereby ratified, confirmed and
approved.
SECTION 20. Resolution to Treasurer-Tax Collector. The Clerk of this Board is hereby
directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of Contra
Costa County immediately following its adoption.
-12-
SECTION 19. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 23rd day of May,2006,by the following vote:
AYES: Uilkema,Piepho,DeSaulnier,Glover and Gioia
NOES: None
ABSENT: None
ABSTAIN: None
OSTA COUNTY
Ch rson,Board of Supervisors
[SEAL]
Attest:
Clerk,Board of Supervisors
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CLERK'S CERTIFICATE
I, Clerk of the Board of Supervisors of Contra Costa County,
California,hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the
regular meeting place thereof on May 23, 2006, of which meeting all of the members of the
Board of said County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption,and the same is now in full force and effect.
Dated: ka2 ,2006
Cler
o
Board of Supervisors
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EXHIBIT A
FORM OF BOND
MT. DIABLO UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY,CALIFORNIA)
GENERAL OBLIGATION BOND
(ELECTION OF 2002,SERIES 2006)
........................................................................_................__..........._.....__.._._....._._.._....._._....._.._....._........................._._........._.................__...._...................._.................---.............I._............
....- --....-
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NO:
.....................................__........_..__....._.......__..__.._._....._.....,_.._......._....._......................._..-............................................. - ---......._............._..._._._...... __................... ------ -....._ - ---- _ -----
%....Per.annum.._........._....._..._._....._....._....._................__.._........._l......_.._........_....._._._._......___._.._..._.._._...._Tune_1,2006..... ...__.._.._.......... ------ -- -------.�
REGISTERED OWNER:CEDE &CO.
PRINCIPAL AMOUNT:
The Mt. Diablo Unified School District (the "District") in Contra Costa County,
California (the "County"), for value received, promises to pay to the Registered Owner named
above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above,
and interest thereon until the Principal Amount is paid or provided for at the Interest Rate
stated above, on June 1 and December 1 of each year (the "Bond Payment Dates"), commencing
June 1, 2007. This bond will bear interest from the Bond Payment Date next preceding the date
of authentication hereof unless it is authenticated as of a day during the period from the close of
business on the 15th day of the calendar month preceding any Bond Payment Date (the "Record
Date") to such Bond Payment Date, inclusive, in which event it shall bear interest from such
Bond Payment Date, or unless it is authenticated on or before May 15, 2007, in which event it
shall bear interest from the Dated Date stated above. Principal and interest are payable in lawful
money of the United States of America, without deduction for the paying agent services, to the
person in whose name this bond (or, if applicable, one or more predecessor bonds) is registered
(the "Owner") on the Bond Register maintained by the Bond Registrar, initially Wells Fargo
Bank, National Association. Principal is payable upon presentation and surrender of this bond
at the corporate trust office of the Bond Registrar in San Francisco, California. Interest is payable
by check mailed by the Bond Registrar on each Bond Payment Date to the Owner of this bond
(or one or more predecessor bonds) as shown and at the address appearing on the Register at
the Record Date. The Owner of Bonds in the aggregate principal amount of$1,000,000 or more
may request in writing to the Bond Registrar that the Owner be paid interest by wire transfer to
the bank and account number on file with the Bond Registrar as of the Record Date.
This bond is one of an authorization of$59,600,000 of bonds approved for the purpose of
improving health and safety conditions of local schools, upgrading electrical systems, repairing
inadequate heating, ventilation and plumbing systems, replacing aging roofs, renovating
restrooms, improving building exteriors and grounds for safety, replacing aging portables, and
constructing and acquiring new classrooms, educational facilities and technology infrastructure,
and to pay all necessary legal, financial, engineering and contingent costs in connection
therewith under authority of and pursuant to the laws of the State of California, and the
requisite two-thirds vote of the electors of the District cast at an election held on March 5, 2002
upon the question of issuing bonds in the amount of $250,000,000, and the resolution of the
Board of Education of the District adopted on April 11, 2006 (the "District Resolution"), and the
resolution of the County Board of Supervisors adopted on May 23, 2006 (the "Bond
Resolution"). This bond and the issue of which this bond is one are payable as to both principal
Exhibit A
Page 1
and interest from the proceeds of the levy of ad valorem taxes on all property subject to such
taxes in the District,which taxes are unlimited as to rate or amount.
The bonds of this issue are general obligations of the District and do not constitute an
obligation of the County except as provided in the Bond Resolution. No part of any fund of the
County is pledged or obligated to the payment of the bonds of this issue.
This bond is exchangeable and transferable for bonds of like tenor, maturity and
Transfer Amount (as defined in the Bond Resolution) and in authorized denominations at the
principal office of the Bond Registrar,by the Owner or by a person legally empowered to do so,
upon presentation and surrender hereof to the Bond Registrar, together with a request for
exchange or an assignment signed by the Owner or by a person legally empowered to do so, in
a form satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions
provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor.
The District, the County and the Bond Registrar may deem and treat the Owner as the absolute
owner of this bond for the purpose of receiving payment of or on account of principal or
interest and for all other purposes, and neither the District, the County nor the Bond Registrar
shall be affected by any notice to the contrary.
Neither the District, the County nor the Bond Registrar will be required to transfer or
exchange any bonds (a) during the period from the Record Date next preceding any Bond
Payment Date to such Bond Payment Date, (b) during the period beginning with the opening of
business on the 15th business day next preceding any date of selection of Bonds to be redeemed
and ending with the close of business on the day on which the applicable notice of redemption
is given,or(c)which have been selected or called for redemption in whole or in part.
The Bonds maturing on or after June 1, 2015, are subject to redemption at the option of
the District, from any source of funds, as a whole or in part on any date on or after June 1, 2014,
at the following Redemption Prices (expressed as percentages of the Principal Amount of the
bonds to be redeemed)plus interest accrued thereon to the dates fixed for redemption:
Period During Which Redeemed Redemption Price
On or after June 1,2014_ 101%
On or after June 1,2015 100
Reference is made to the Bond Resolution for a more complete description of the
provisions, among others, with respect to the nature and extent of the security for the bonds of
this series, the rights, duties and obligations of the District, the County, the Bond Registrar and
the Owners, and the terms and conditions upon which the bonds are issued and secured. The
Owner of this bond assents, by acceptance hereof; to all of the provisions of the Bond
Resolution.
It is certified and recited that all acts and conditions required by the Constitution and
laws of the State of California to exist, to occur and to be performed or to have been met
precedent to and in the issuing of the bonds in order to make them legal, valid and binding
general obligations of the District, have been performed and have been met in regular and due
form as required by law; that payment in full for the bonds has been received; that no statutory
or constitutional limitation on indebtedness or taxation has been exceeded in issuing the bonds;
and that due provision has been made for levying and collecting ad valorem property taxes on
all of the taxable property within the District in an amount sufficient to pay principal and
interest when due, and for levying and collecting such taxes the full faith and credit of the
District are hereby pledged.
Exhibit A
Page 2
This bond shall not be valid or obligatory for any purpose and shall not be entitled to
any security or benefit under the Bond Resolution until the Certificate of Authentication below
has been signed.
Exhibit A
Page 3
IN WITNESS WHEREOF, Contra Costa County, California, has caused this bond to be
executed on behalf of the District and in their official capacities by the manual or facsimile
signatures of the Chairperson of the Board of Supervisors of the County and the Treasurer-Tax
Collector (or his designee) of the County, and to be countersigned by the manual or facsimile
signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of the
County to be affixed hereto,all as of the date stated above.
[SEAL]
CONTRA COSTA COUNTY,CALIFORNIA
By:
Chairperson,Board of Supervisors
By:
Treasurer-Tax Collector
COUNTERSIGNED:
By:
Clerk,Board of Supervisors
Exhibit A
Page 4
CERTIFICATE OF AUTHENTICATION
This bond is one of the bonds described in the Bond Resolution referred to herein which
has been authenticated and registered on
WELLS FARGO BANK,NATIONAL
ASSOCIATION
By
Authorized Signatory
Exhibit A
Page 5
STATEMENT OF INSURANCE
[TO COME]
Exhibit A
Page 6
FORM OF ASSIGNMENT
For value received the undersigned hereby sells,assigns and transfers unto
(Name,Address and Tax Identification or Social Security Number of Assignee)
the within registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in
the premises.
Dated:
Signature Guaranteed: Signature:
Note: Signature(s) must be guaranteed by a member Note: The signature(s) on this Assignment must
firm of the New York Stock Exchange or any correspond with the name(s) as written on
national stock exchange or a commercial bank or the face of the within registered Bond in
trust company. every particular without alteration or
enlargement or any change whatsoever.
Exhibit A
Page 7
MT. DIABLO UNIFIED SCHOOL DISTRICT
RESOLUTION NO.05/06-67
A RESOLUTION OF THE BOARD OF EDUCATION OF THE MT. DIABLO
UNIFIED SCHOOL DISTRICT, CONTRA COSTA COUNTY, CALIFORNIA,
AUTHORIZING THE ISSUANCE OF MT. DIABLO UNIFIED SCHOOL DISTRICT
(CONTRA COSTA COUNTY, CALIFORNIA) GENERAL OBLIGATION BONDS,
(ELECTION OF 2002, SERIES 2006) IN A PRINCIPAL AMOUNT NOT TO EXCEED
$59,600,000 TO FINANCE THE ACQUISITION, CONSTRUCTION AND
IMPROVEMENT OF CERTAIN SCHOOL FACILITIES
WHEREAS, a duly called election was held in the Mt. Diablo Unified School District (the
"District"), Contra Costa County (the "County"), State of California, on March 5, 2002, pursuant to
Proposition 39 enacted by the voters of the State of California on November 7, 2000, and thereafter
canvassed pursuant to law;
WHEREAS,at such election there was submitted to and approved by the requisite 55% vote of
the qualified electors of the District a question as to the issuance and sale of general obligation bonds of
the District for various purposes set forth in the ballot submitted to the voters, in the amount of
$250,000,000 payable from the levy of an ad valorem tax against the taxable property in the District;
WHEREAS,$69,400,000 aggregate principal amount of bonds, designated "Mt. Diablo Unified
School District (Contra Costa County, California) General Obligation Bonds, (Election of 2002, Series
2002),"have heretofore been issued and sold;
WHEREAS,$121,000,000 aggregate principal amount of bonds,designated"Mt.Diablo Unified
School District (Contra Costa County, California) General Obligation Bonds, (Election of 2002, Series
2004);'have also heretofore been issued and sold;
WHEREAS, at this time this Board has determined that it is necessary and desirable to request
the issuance of the third and final portion of such authorization in the aggregate principal amount not
to exceed$59,600,000;and
WHEREAS,all acts,conditions and things required by law to be done or performed have been
done and performed in strict conformity with the laws authorizing the issuance of general obligation
bonds of the District, and the indebtedness of the District, including this proposed series of Bonds, is
within all limits prescribed by law;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF EDUCATION OF THE MT.
DIABLO UNIFIED SCHOOL DISTRICT, CONTRA COSTA COUNTY, CALIFORNIA, AS
FOLLOWS: -
SECTION 1. That for the purpose of improving health and safety conditions of local schools,
upgrading electrical systems, repairing inadequate heating, ventilation and plumbing systems,
,replacing aging roofs, renovating restrooms, improving building exteriors and grounds for safety,
replacing aging portables, and constructing and acquiring new classrooms, educational facilities and
technology infrastructure, and to pay all necessary legal,financial, engineering and contingent costs in
connection therewith, the Board of Education of the Mt. Diablo Unified School District, Contra Costa
County,California(the"Board")is authorized to
13008.09
petition the Board of Supervisors of the County to issue the Bonds on its behalf. In compliance
therewith,the District hereby petitions the Board of Supervisors of the County to authorize the issuance
of a series of Bonds designated "Mt Diablo Unified School District (Contra Costa County, California)
General Obligation Bonds, (Election of 2002, Series 2006)" (or such other series designation or
designation as shall be set forth in the County Resolution authorizing the issuance of the Bonds (the
"County Resolution"))in an aggregate principal amount not to exceed$59,600,000 (the"Bonds")and to
order that such Bonds be sold at negotiated sale to a purchaser to be selected through a competitive
process on the terms and in accordance with a bond purchase agreement relating to the Bonds to be
approved by the County Board of Supervisors (the "Bond Purchase Agreement"), such that the Bonds
shall be dated June 1,2006, or such date as may be stated in the Bond Purchase Agreement, shall bear
interest at a rate not to exceed 10% payable on the dates set forth therein and shall mature not more
than 25 years from the date of the Bonds.
SECTION 2. This Board does hereby request that the County appoint Wells Fargo Bank,
National Association to act as the authenticating agent, bond registrar, transfer agent and paying agent
(collectively,the"Bond Registrar")for the Bonds.
SECTION 3.The District hereby covenants that it will make no use of the proceeds of the Bonds
or any other amounts that would cause the Bonds to be "arbitrage bonds" under section 148 of the
Internal Revenue Code of 1986,as amended(the"Code");and,to that end,the District covenants that it
shall comply with all requirements of said section 148 and the Treasury Regulations promulgated
thereunder,including restrictions on the use and investment of proceeds of the Bonds and certain other
amounts and the rebate of a portion of the investment earnings on proceeds of the Bonds and certain
other amounts,if required,to the federal government.The District further covenants to do and perform
all acts and things within its power and authority necessary to comply with each applicable
requirement of section 103 and sections 141 through 150 of the Code. In furtherance of the
aforementioned covenants, the District covenants that it shall comply with the Tax Certificate to be
executed by the District on the date of issuance and delivery of the Bonds (the "Tax Certificate"). The
District covenants that it will take no action that would cause the interest on the Bonds to be included in
gross income for federal income tax purposes,nor will it refrain from taking action required to maintain
the exclusion of interest on the Bonds from gross income for federal income tax purposes.
SECTION 4. This Board determines that all acts and conditions necessary to be performed by
the Board or to have been met precedent to and in the issuing of the Bonds in order to make them legal,
valid and binding general obligations of the District have been performed and have been met,or will at
the time of delivery of the Bonds have been performed and have been met,in regular and due form as
required by law,that the full faith,credit and revenues of the District are hereby pledged for the timely
payment of the principal of and interest on the Bonds; and that no statutory or constitutional limitation
of indebtedness or taxation will have been exceeded in the issuance of the Bonds.
SECTION 5. When completed, the form of preliminary official statement (the "Preliminary
Official Statement") relating to the Bonds on file with the Clerk of the Board, is hereby deemed
approved.Such Preliminary Official Statement,together with any supplements thereto,shall be in form
"deemed final" by the District for purposes of SEC Rule 15c2-12(b)(1), but is subject to revision,
amendment and completion in a final Official Statement (the "Official Statement"). The Official
Statement in substantially said form, with such changes as the Superintendent of the District or the
Superintendent's designee may require or approve,which approval shall be conclusively evidenced by
execution and delivery thereof, is hereby approved. The above-described officers or any such officer's
designee are hereby authorized and directed, for and in the name and on behalf of the District, to
execute and deliver to
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Government Financial Strategies inc. (the "Financial Advisor") said Official Statement. The Financial
Advisor is hereby authorized to prepare and distribute copies of the Official Statement to persons who
may be interested in the purchase of the Bonds and is directed to deliver copies of the Official
Statement to such persons.
SECTION 6. Officers of the Board and District officials and staff are hereby authorized and
directed, jointly and severally, to do any and all things and to execute and deliver any and all
documents which they may deem necessary or advisable in order to proceed with the issuance of the
Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution.
Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and
approved.
SECTION 7.The District hereby covenants and agrees that it will comply with and carry out all
of the provisions of that certain Continuing Disclosure Certificate to be executed by the District and
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended
from time to time in accordance with the terms thereof Any Bondholder may take such actions as may
be necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the District to comply with its obligations under this Section 7. Noncompliance with this Section 7
shall not result in acceleration of the Bonds.
SECTION S. Quint & Thimmig LLP was appointed Bond Counsel and Government Financial
Strategies- inc. was appointed Financial Advisor in connection with the District's execution and
delivery of the Bonds by prior action of the Board.The Superintendent or the Assistant Superintendent,
Administrative Services are hereby authorized to enter into agreements for such services on behalf of
the District with Quint&Thimxnig LLP and the Financial Advisor as may be necessary or appropriate.
SECTION 9.The issuance and sale of the Bonds may be combined with the issuance and sale of
any other bonds of the District.
SECTION 10. This Board certifies that it has established and appointed an independent
citizens' oversight committee pursuant to section 15278 of the Education Code, to inform the public
concerning the expenditure of proceeds of the Bonds by the date specified in such section 15278.
SECTION 11. This Board certifies that it will conduct an annual, independent performance
audit to ensure that the finds approved by the voters have been expended only for the purposes
authorized by the ballot submitted to the voters. This Board further certifies it will conduct an annual,
independent financial audit of the proceeds from the sale of the Bonds (for which a separate account or
accounts shall be created) until all of the proceeds of the Bonds have been expended for such
authorized school facilities projects in accordance with section 1(b) of Article XIIIA of the California
Constitution, section 15264 of seq. of the California Education Code and section 53410 of the California
Government Code.
SECTION 12. The District shall indemnify and hold harmless, to the extent permitted by law,
the County and its officers and employees ("Indemnified Parties"), against any and all losses, claims,
damages or liabilities,joint or several, to which such Indemnified Parties may become subject because
of action or inaction related to the adoption of a resolution by the County Board of Supervisors
providing for the issuance and sale of the Bonds,or related to the proceedings for sale, award,issuance
and delivery of the Bonds in accordance therewith and herewith. The District shall also reimburse any
such Indemnified Parties for any legal or other expenses incurred in connection with investigating or
defending any such claims or actions.
SECTION 13.This resolution shall take effect immediately upon its passage.
-3
PASSED AND ADOPTED by the Board of Education of the Mt. Diablo Unified School District,
Contra Costa County,this 11th day of April,2006,by the following vote:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
e ' ent,Board of Education Mt ablo
Unified School District
`( � ��[ � 6
Attest:tlerk,Board of Education Mt.Di blo
Unified School District
-4
Quint&Thimmig LLP 03/13/06
03/30/06
05/03/06
05/11/06
$59,600,000
MT. DIABLO UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS
(ELECTION OF 2002, SERIES 2006)
BOND PURCHASE AGREEMENT
May 11,2006
Contra Costa County
Treasurer-Tax Collector
625 Court Street
Martinez,California 94553
Mt. Diablo Unified School District
Board of Education
1936 Carlotta Drive
Concord,California 94519
Ladies and Gentlemen:
Citigroup Global Markets Inc., as the Underwriter (the "Underwriter"), does hereby
offer to enter into this Bond Purchase Agreement with Contra Costa County, California, a
political subdivision organized and existing under the laws of the State of California (the
"County") and the Mt. Diablo Unified School District, a school district organized and existing
under the laws of the State of California (the "District"), for the purchase by the Underwriter
and the execution and delivery to be caused by the County and the District of the Bonds
described below. This offer is made subject to acceptance by the County and the District prior to
11:59 p.m., California time, on the date hereof, and upon such acceptance this Bond Purchase
Agreement shall be in full force and effect in accordance with its terms and shall be binding
upon the District and the Underwriter. All terms not defined herein or in the County
Resolution, defined below, shall have the meanings set forth in the Official Statement described
below.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of
the representations,warranties and covenants herein set forth, the Underwriter hereby agrees to
purchase from the County and the District for reoffering to the public, and the County and the
District hereby agree to sell in the name and on behalf of the District to the Underwriter for such
purpose, all (but not less than all) of $59,600,000 amount of the District's General Obligation
Bonds (Election of 2002, Series 2006) (the "Bonds"), at a net purchase price of $60,710,938.50
(representing the principal amount, plus an original issue premium of $1,617,538.50, less an
underwriting discount of$506,600.00).
The Underwriter agrees to pay, from the underwriting discount stated above,
$118,650.00 in costs of issuance of the Bonds on behalf of the District and $148,600.00 for bond
insurance (as set forth in Section 15 hereof) at the time of delivery of the Bonds.
13008.09
2. The Bonds. The Bonds shall be issued in fully registered form, without coupons, in
denominations of$5,000 or any integral multiple thereof The Bonds shall (i) be dated the date of
Closing (as defined in Section 10 hereof), and (ii) mature on the dates, in the years, and accrue
interest computed at the rates as set forth in Appendix A hereto, and (iii) be subject to
redemption as set forth in Appendix A hereto,which is incorporated herein by reference.
In all other respects the Bonds shall be as described in, and shall be issued and secured
pursuant to the provisions of the Resolution of the Board of Education of the District adopted
on April 11, 2006 (the "District Resolution") and the Resolution of the Board of Supervisors of
the County to be adopted on May 23, 2006 (the "County Resolution," and, collectively with the
District Resolution, the "Resolutions"), sections 15100 et seq., of the California Education Code
and other applicable law (the "Act") and the authorization approved by more than 55% of the
votes cast by eligible voters within the District at an election held on March 5, 2002 to issue
general obligation bonds in an amount not to exceed $250,000,000 (the "Authorization"). All
capitalized terms used herein without definition shall have the meanings given to them in the
County Resolution.
The Bonds shall be executed and delivered under and in accordance with the provisions
of this Bond Purchase Agreement and the Resolutions and authenticated by the Paying Agent.
3. Use of Documents. The District and the County hereby authorize the Underwriter to
use, in connection with the offer and sale of the Bonds, this Bond Purchase Agreement, the
Official Statement (as defined in Section 5), the Resolutions and all information contained herein
and therein and all of the documents certificates or statements furnished by the District or the
County to the Underwriter in connection with the transactions contemplated by this Bond
Purchase Agreement.
4. Public Offering of the Bonds. The Underwriter agrees to make a bona fide public
offering of all the Bonds at the initial public offering prices or yields to be set forth on the cover
page of the Official Statement. The Underwriter reserves the right to change such initial public
offering prices or yields as they deem necessary in connection with the marketing of the Bonds,
and to overallot or effect transactions that stabilize or maintain the market prices of the Bonds at
levels above those which might otherwise prevail in the open market and discontinue such
stabilizing, if commenced, at any time. In time to permit the timely Closing, the Underwriter
agrees to certify to the District in writing, in form and substance satisfactory to the District and
to Bond Counsel (as defined in Section 11(b) hereof), (i) that as of the date of sale, all of the
Bonds purchased were expected to be reoffered in a bona fide public offering; (ii) that as of the
date of the certification, all of the Bonds purchased had actually been offered to the general
public; and (iii) the maximum initial bona fide offering prices at which a substantial amount (at
least 10%)of each maturity of the Bonds purchased was sold to the general public.
5. Official Statement. The District hereby ratifies, confirms and approves of the use and
distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement
relating to the Bonds, dated May 4, 2006 (together with the cover page and all appendices
thereto, the "Preliminary Official Statement"). The District hereby certifies that the Preliminary
Official Statement is final as of its date for purposes of Rule 15c2-12 promulgated under the
Securities Exchange Act of 1934, as amended (the "Rule"), except for information permitted to
be omitted therefrom as permitted pursuant to the Rule. The District hereby agrees to deliver or
cause to be delivered to the Underwriter, within seven business days of the date hereof, copies
of the final Official Statement, dated the date hereof relating to the Bonds and approved for
distribution by the Resolutions (including all information previously permitted to have been
omitted by the Rule, and any amendments or supplements as have been approved by the
District and the Underwriter) (together with the cover page and all appendices, exhibits, maps,
reports and statements included therein or attached thereto, and as amended or supplemented
-2-
and delivered in accordance with this Bond Purchase Agreement, (the "Official Statement")) in
an aggregate amount not to exceed 200 copies, as requested by the Underwriter. The
Representative hereby represents that it has received and reviewed the Preliminary Official
Statement, and agrees that it will provide, consistent with the requirements of the Municipal
Securities Rulemaking Board ("MSRB") Rule G-32, for the delivery of a copy of the Official
Statement to each customer who purchases any of the Bonds during the Underwriting Period
(as such term is defined herein. As soon as practicable following receipt thereof, the
Representative shall deliver the Official Statement to all nationally recognized municipal
securities information repositories (as such term is defined in the Rule) and shall otherwise
comply with all applicable statutes and regulations in connection with this offering and sale of
the Bonds, including without limitation, MSRB Rule G-32 and the Rule. The District hereby
approves of the use and distribution by the Underwriter of the Official Statement in connection
with the offer and sale of the Bonds. The Underwriter agrees tat prior to the time the final
Official Statement relating to the Bonds is available, the Underwriter will send to any potential
purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent
Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class
mail (or other equally prompt means) not later than the first business day following the date
upon which each such request is received. The Underwriter agrees that they will not confirm
the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the
delivery of a copy of the Official Statement.
6. Representations, Warranties and Covenants of the District. The District represents,
warrants and covenants to the Underwriter that:
(a) Organization; Enforceability of Documents. The District is a school district organized
and operating pursuant to the Constitution and laws of the State of California and has all
necessary power and authority to enter into and perform its duties under this Bond Purchase
Agreement and the Bonds and, when executed and delivered by the respective parties thereto,
this Bond Purchase Agreement, the Continuing Disclosure Certificate, the proposed form of
which is attached as Appendix B to the Official Statement (the "Continuing Disclosure
Certificate"), the District Resolution and, when duly authenticated by the Paying Agent, the
Bonds will constitute legally valid and binding obligations of the District, enforceable against
the District in accordance with their respective terms except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally and by the application of equitable principles if
equitable remedies are sought.
(b) Authorization. By official action of the District prior to or concurrently with the
acceptance hereof, the District has duly approved the distribution of the Official Statement, and
has duly authorized and approved the execution and delivery of this Bond Purchase
Agreement, the Continuing Disclosure Certificate, the District Resolution and the Bonds, the
performance by the District of the obligations on its part contained therein and the
consummation by the District of all other transactions contemplated by the Official Statement,
the District Resolution and this Bond Purchase Agreement.
(c) No Conflicts. The execution and delivery of this Bond Purchase Agreement, the
Continuing Disclosure Certificate, the District Resolution and the Bonds, the approval of the
Official Statement and compliance with the provisions on the District's part contained herein
will not conflict with or constitute a breach of or default under any law, administrative
regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the District is a party or is otherwise subject, nor will any such
execution, delivery, adoption or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the
properties or assets of the District under the terms of any such law, administrative regulation,
-3-
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument.
(d) Correct Information. Both at the date hereof and at the date of Closing, the statements
and information contained in the Official Statement as amended or supplemented relating to
the District and its functions, duties and responsibilities excepting therefrom information
regarding DTC and its book-entry system and information regarding the County's investment
policies, procedures arid .portfolio, and information concerning any bond insurance and the
bond insurer, as to all of which no view is expressed, are and will be true and correct in all
material respects (including any financial and statistical data contained therein), and does not
and will not omit any statement or information which is necessary to make such statements and
the information therein, in the light of the circumstances under which they were made, not
misleading in any material respect.
(e) Consents. Except as may be required under blue sky or other securities laws of any
state, or has already been obtained, and except for actions of the County necessary for
consummation of the transactions contemplated hereby, there is no consent, approval,
authorization, other order of, or filing with, or certification by, any regulatory authority having
jurisdiction over the District required for the issuance, sale or validity of the Bonds or the
consummation by the District of the other transactions contemplated by the Official Statement
and this Bond Purchase Agreement in connection with the issuance of said Bonds.
(f) Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, governmental agency, public board or body, pending or, to the
best knowledge of the District, threatened against the District (i) affecting the existence of the
District or the titles of its officers required to approve or sign documents necessary for the
delivering of the Bonds, to their respective offices or seeking to prohibit, restrain or enjoin the
issuance of the Bonds or the execution and delivery of, the Continuing Disclosure Certificate or
this Bond Purchase Agreement; (ii) affecting delivery of the Bonds; (iii) in any material way
contesting or affecting the validity or enforceability of the Bonds, the District Resolution, the
Continuing Disclosure Certificate or this Bond Purchase Agreement, (iv) contesting the powers
of the District or its authority to enter into, adopt or perform its obligations under any of the
foregoing, including, but not limited to, the consummation of the transactions contemplated in
the Official Statement, or contesting in any material way the completeness or accuracy of the
Preliminary Official Statement or the Official Statement, or any amendment or supplement
thereto; (v) seeking to restrain or enjoin the sale, issuance or delivery of any of the Bonds, the
application of the proceeds of the sale of the Bonds, or the collection of the ad valorem tax
authorized to be levied to pay the principal of and interest on or accreted value of the Bonds, or
the application thereof, or (vi) except for litigation disclosed in the Preliminary Official
Statement wherein an unfavorable decision, ruling or finding would materially adversely affect
the validity or enforceability of the Bonds, the Continuing Disclosure Certificate or this Bond
Purchase Agreement, or in which a final adverse decision could materially adversely affect the
operations of the District.
(g) Blue Sky. The District will furnish such information, execute such instruments and
take such other action in cooperation with the Underwriter as the Underwriter may reasonably
request in order (1) to qualify the Bonds for offer and sale under the blue sky or other securities
laws and regulations of such states and other jurisdictions of the United States as the
Underwriter may designate and (2) to determine the eligibility of the Bonds for investment
under the laws of such states and other jurisdictions, and will use its best efforts to continue
such qualification in effect so long as required for distribution of the Bonds; provided, however,
that in no event will the District be required to take any action which would subject it to general
or unlimited service of process in any jurisdiction in which it is not now so subject.
-4-
(h) Change in Information. For a period of 25 days after the Closing or until such time (if
earlier) as the Underwriter shall no longer hold any of the Bonds for sale, if an event occurs, of
which the District has or reasonably should have knowledge, which could cause the
information relating to the District, its functions, duties and responsibilities contained in the
Official Statement, as then supplemented or amended, to contain an untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
such information therein, in the light of the circumstances under which it was presented, not
misleading, the District will notify the Underwriter and if in the reasonable opinion of the
Underwriter, such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the District will cooperate with the Underwriter in the
preparation of an amendment or supplement to the Official Statement in a form and manner
approved by the Underwriter, provided, however, that all expenses thereby incurred will be
paid for by the District and provided, further, that the Underwriter will obtain the District's
prior approval before any such expense is incurred.
(i) Tax Covenants. The District covenants that it will take any and all action and will
cause any and all action to be taken in order to ensure compliance with the provisions contained
in the tax certifications described in Section 11(d)(16)hereof.
(j) No Violation of Debt Limitation. To the best knowledge of the District, it has not been, is
not presently and, as a result of the sale, issuance and delivery of the Bonds, will not be in
violation of any debt limitation, appropriation limitation or any other provision of the
California Constitution that would materially adversely affect the District's obligations under
this Bond Purchase Agreement.
(k) Certificates. Any certificate signed by any officer of the District and delivered to the
Underwriter shall be deemed a representation and warranty by the District to the Underwriter
as to the statements made therein and the person signing the same shall do so in the person's
official capacity and not in the person's individual capacity.
(1) Supplements to Official Statement. The District undertakes that until the end of the
Underwriting Period, it will (i) apprise the Underwriter of all material developments, if any,
occurring with respect to the District and (ii) if requested by the Underwriter, prepare a
supplement to the Official Statement in respect of any such material event; provided, however,
that the out-of-pocket costs and expenses, including legal fees and expenses, associated with
providing any such supplement, will be borne by the Underwriter. Unless otherwise notified in
writing by the Underwriter, the District may assume that the end of the Underwriting Period
occurs on the date the District delivers the Bonds to the Underwriter.
For purposes of this Bond Purchase Agreement, the end of the Underwriting Period
shall mean the date of Closing, unless the Underwriter shall notify the District on or prior to the
date of Closing to the contrary,and in any event not later than 25 days after the date of Closing.
(m) The District will undertake, pursuant to the District Resolution and the Continuing
Disclosure Certificate, to provide certain annual financial information and notices of the
occurrence of certain events, if material. A description of this undertaking is set forth in the
Official Statement and in Appendix B thereto.
7. Representations, Warranties and Covenants of the County. The County represents,
warrants and covenants to the Underwriter that:
(a) Organization; Enforceability of Documents. The County is a political subdivision
organized and operating pursuant to the Constitution and laws of the State of California and
has all necessary power and authority to enter into and perform its duties under the Bonds and
-5-
this Bond Purchase Agreement and, when duly authorized, executed and delivered by the
respective parties thereto, this Bond Purchase Agreement and the County Resolution will
constitute legally valid and binding obligations of the County, enforceable against the County
in accordance with their respective terms except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of
creditors' rights generally and by the application of equitable principles if equitable remedies
are sought.
(b) Authorization. By official action of the County prior to or concurrently with the
acceptance hereof, the County has duly authorized and approved the execution and delivery of
this Bond Purchase Agreement, the County Resolution and the Bonds, the performance by the
County of the obligations on its part contained therein and the consummation by the County of
all other transactions contemplated by the County Resolution and this Bond Purchase
Agreement.
(c) No Conflicts. The execution and delivery of this Bond Purchase Agreement, the
County Resolution and the Bonds, and compliance with the provisions on the County's part
contained therein will not in any material respect conflict with or constitute a breach of or
default under any law, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the County is a party or is
otherwise subject, nor will any such execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the properties or assets of the County under the terms of any
such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument, except as may be created by this Bond Purchase
Agreement and the County Resolution.
(d) Correct Information. Both at the date hereof and at the date of Closing, the statements
and information provided by the County and contained in the Official Statement as amended or
supplemented relating to the County as to its functions, duties and responsibilities are and will
be true and correct in all material respects and will not omit any statement or information
which is necessary to make such statements and information contained in the Official Statement
pertaining to the County, in the light of the circumstances under which they are made, not
misleading in any material respect.
(e) Consents. All authorizations, consents or approvals of, or filings or registrations, if
any, with any governmental authority or court necessary for the valid execution and delivery
by the County of the Bonds will have been duly obtained or made prior to the execution and
delivery of the Bonds (and disclosed to the Underwriter); provided, however, that no
representation is made by the County as to compliance with federal or state blue sky or similar
securities laws of any state in connection with the offering,sale or issuance of the Bonds.
(f) Litigation. To the best knowledge of the County, there is no action, suit, proceeding,
inquiry or investigation, at law or in equity,before or by any court, governmental agency, pubic
board or body, pending or, threatened against the County (i) affecting the existence of the
County or the titles of those officers of the County who have signed or who are required to sign
certificates and other documents in connection with the delivery of the Bonds, to their
respective offices or seeking to prohibit, restrain or enjoin the execution of the Bonds or this
Bond Purchase Agreement; (ii) affecting delivery of the Bonds; (iii) in any way contesting or
affecting the validity or enforceability of the Bonds, the County Resolution or this Bond
Purchase Agreement; (iv) contesting the powers of the County or its authority to enter into,
adopt or perform its obligations under any of the foregoing, including, but not limited to, the
consummation of the transactions contemplated in the Official Statement, or contesting in any
way the completeness or accuracy of the Preliminary Official Statement or the Official
-6-
Statement, or any amendment or supplement thereto; (v) seeking to restrain or enjoin the sale,
issuance or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds,
or the levy or collection of the ad valorem tax authorized to be levied to pay the principal of and
interest on the Bonds, or the application thereof; or (vi) wherein an unfavorable decision, ruling
or finding, would materially adversely affect the validity or enforceability of the County
Resolution or this Bond Purchase Agreement.
(g) Blue Sky. The County will furnish such information, execute such instruments and
take such other action in cooperation with the Underwriter as the Underwriter may reasonably
request in order (1) to qualify the Bonds for offer and sale under the blue sky or other securities
laws and regulations of such states and other jurisdictions of the United States as the
Underwriter may designate and (2) to determine the eligibility of the Bonds for investment
under the laws of such states and other jurisdictions, and will use its best efforts to continue
such qualification in effect so long as required for distribution of the Bonds; provided, however,
that in no event will the County be required to render any opinion as to compliance with or any
action required under the securities or blue sky laws or regulations of any jurisdiction in
connection with the purchase or distribution of the Bonds by the Underwriter, nor be required
to take any action which would subject it to general or unlimited service of process in any
jurisdiction in which it is not now so subject.
(h) Change in Information. If between the date of this Bond Purchase Agreement and the
date of the Closing an event occurs, of which the County has or reasonably should have
knowledge, which could cause the information relating to the County, its functions, duties and
responsibilities contained in the Official Statement, as then supplemented or amended, to
contain an untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make such information therein, in the light of the circumstances
under which it was presented, not misleading, the County will notify the District and the
Underwriter and if in the opinion of the Underwriter, such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the County will cooperate
with the District and the Underwriter in the preparation of an amendment or supplement to the
Official Statement in a form and in a manner approved by the Underwriter, provided all
expenses thereby incurred will be paid for by the District and provided, further, that the
Underwriter will obtain the District's prior approval before any such expense is incurred.
(i) Tax Covenants. The County covenants that it will take any and all action and will
cause any and all action known to the County to be required to be taken in order to ensure
compliance with the provisions contained in the tax certifications described in Section 11(d)(16)
hereof.
(j) Certificates. Any certificate signed by any officer of the County and delivered to the
Underwriter shall be deemed a representation and warranty by the County to the Underwriter
as to the statements made therein but not of the person signing the same in the person's
individual capacity.
(k) Supplements to Official Statement. The County undertakes that until the end of the
Underwriting Period, it will (i) apprise the Underwriter of all material developments, if any,
occurring with respect to the County's obligations under the County Resolution and this Bond
Purchase Agreement as related to the authorization and issuance of the Bonds, and (ii) if
requested by the Underwriter, cooperate in the preparation of a supplement to the Official
Statement in respect of any such material event; provided, however, that the out-of-pocket costs
and expenses, including legal fees and expenses, associated with providing any such
Supplement, will be borne by the Underwriter. Unless otherwise notified in writing by the
Underwriter, the County may assume that the end of the Underwriting Period occurs on the
date the County delivers the Bonds to the Underwriter.
-7-
For purposes of this Bond Purchase Agreement, the end.of the Underwriting Period
shall mean the date of Closing, unless the Underwriter shall notify the County on or prior to the
date of Closing to the contrary,and in any event not later than 25 days after the date of Closing.
8. Representations, Warranties and Covenants of the Underwriter. The Underwriter
represents to and agrees with the County and the District that, as of the date hereof and as of
the date of the Closing:
(a) The Underwriter is duly authorized to execute this Bond Purchase Agreement and
the Underwriter is duly authorized to take any action under the Bond Purchase Agreement
required to be taken by them; and
(b) The Underwriter has not had any financial advisory relationship with the District or
the County with respect to the Bonds, and no investment firm controlling, controlled by or
under the common control with respect to the Representative has or has had any such financial
advisory relationships with respect to the Bonds.
(c) The Underwriter is in compliance with MSRB Rule G-37 with respect to the issuance
of the Bonds, and is not prohibited thereby from acting as underwriter with respect to securities
of the District.
(d) The Underwriter reasonably believes that the District's undertaking pursuant to
Sections 5 and 11(d)(12) hereof to provide continuing disclosure with respect to the Bonds is
sufficient to effect compliance with the Rule.
9. Covenants of the County and the District. The County, on behalf of the District, and
the District respectively covenant and agree with the Underwriter that the County will
punctually pay or cause to be paid the principal of and interest on or accreted value of the
Bonds in strict conformity with the terms of the County Resolution and District Resolution and
the Bonds and the County and the District will faithfully observe and perform all of the
conditions, covenants and requirements applicable to each, respectively, of the Bonds and the
County Resolution and District Resolution,respectively.
10. Closing. At 9:00 A.M., California time, on June 1, 2006, or at such other time or on
such earlier or later date as the County, the District and the Underwriter mutually agree upon
(the "Closing"), the District will deliver or cause to be delivered through DTC to the
Underwriter, the Bonds in definitive form, duly executed and authenticated by the Paying
Agent and at such place as the District and the Underwriter mutually agree upon, and the other
documents hereinafter mentioned. CUSIP identification numbers shall be printed on the Bonds,
but the failure to print each number on any Bond or any error with respect thereto shall not
constitute cause for a failure or refusal by the Underwriter to accept delivery of or pay for the
Bonds in accordance with the terms of this Bond Purchase Agreement. All expenses in relation
to the printing of CUSIP numbers on said Bonds and the CUSIP Service Bureau charge for the
assignment of said numbers shall be paid for by the Underwriter. The Underwriter will accept
delivery of the Bonds through DTC and pay the net purchase price thereof (as defined in
Section 1 hereof) in immediately available federal funds to the order of the District in an amount
equal to the purchase price. The Bonds will be made available for checking at the office of DTC
not later than 12:00 noon on the business day prior to the Closing.
11. Conditions to Closing. The Underwriter has entered into this Bond Purchase
Agreement in reliance upon the representations and warranties of the County and the District
contained herein and the performance by the County and the District of their obligations
hereunder, both as of the date hereof and as of the date of Closing. The Underwriter's
-8-
obligations under this Bond Purchase Agreement are and shall be subject to the following
further conditions at the Closing:
(a) Representations True. The representations and warranties of the County and the
District contained herein shall be true and correct in all material respects at and as of the
Closing,as if made at and as of the Closing, and the statements made in all certificates and other
documents delivered to the Underwriter at the Closing pursuant hereto shall be true and correct
in all material respects on the date of the Closing; and the County and the District shall be in
compliance with each of the agreements made by them in this Bond Purchase Agreement;
(b) Obligations Performed. At the time of the Closing, (i) the Official Statement, this Bond
Purchase Agreement, the Authorization, the District Resolution, the Continuing Disclosure
Certificate and the County Resolution shall be in full force and effect and shall not have been
amended, modified or supplemented except as may have been agreed to in writing by the
Underwriter; (ii) all actions under the Act and the Authorization which, in the opinion of Quint
& Thimmig LLP, San Francisco, California (herein called "Bond Counsel") shall be necessary in
connection with the transactions contemplated hereby, shall have been duly taken and shall be
in full force and effect; and (iii) the County and the District shall perform or have performed all
of their respective obligations required under or specified in the District Resolution, the County
Resolution, this Bond Purchase Agreement, the Continuing Disclosure Certificate or the Official
Statement to be performed at or prior to the Closing;
(c) Adverse Rulings. The District and County shall have fulfilled their respective
obligations to notify the Underwriter of any events described in Sections 6(h) and 7(h) hereof
and to cooperate in the preparation and dissemination of any supplement or amendment to the
Official Statement as shall be required by the Underwriter pursuant to Sections 6(h) or 7(h); and
provided that the Underwriter shall have the additional rights granted pursuant to Section 13
hereof;
(d) Closing Documents. At or prior to the Closing, the respective parties shall provide two
copies of each of the following documents, in each case satisfactory in form and substance to
them and to their counsel:
(1) Bond Opinion. The unqualified, approving opinion of Bond Counsel, dated
the date of Closing, addressed to the County and the District as to the validity of the
tY Y
Bonds and the tax exempt status of the Bonds substantially in the form set forth in
Appendix C to the Preliminary Official Statement;
(2) Reliance Letter. A reliance letter from Bond Counsel permitting the
Underwriter to rely upon the approving opinion referred to in subparagraph (d)(1),
above;
(3) Supplemental Opinion. A supplemental opinion of Bond Counsel, dated the
date of Closing and addressed to the Underwriter,to the effect that:
(i) assuming due authorization, execution and delivery by the
Underwriter, this Bond Purchase Agreement has been duly authorized, executed
and delivered by the County and the District and constitutes a legal, valid and
binding agreement of the County and the District, enforceable against the
County and the District, respectively, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium
and other laws affecting the enforcement of creditors' rights generally and by the
application of equitable principles (regardless of whether such enforceability is
considered in equity or at law), to the exercise of judicial discretion in
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appropriate cases, and to the limitations on legal remedies against school
districts in the State of California and except that no opinion is expressed with
respect to any indemnification or contribution provisions contained in the Bond
Purchase Agreement;
(ii) the statements under the captions in the Official Statement entitled
"THE BONDS" (excluding therefrom the sections entitled "Sources and Uses of
Funds," "Debt Service Schedule" and "DTC Book-Entry Only"), "LEGAL
MATTERS—Tax Matters" and "LEGAL MATTERS—Legal Opinion" insofar as
such statements expressly summarize provisions of the Bonds, the Resolutions
and Bond Counsel's opinion regarding certain federal and State of California tax
matters relating to the Bonds, including the exclusion of interest on the Bonds
from gross income for federal income tax purposes and the exemption of such
interest from State of California personal income taxes, are accurate in all
material respects;
(iii) the Bonds are exempt from registration under the Securities Act of
1993, as amended, and the District Resolution is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
(4) Certificate of the County. A certificate signed by a duly authorized official of
the County to the effect that (i) this Bond Purchase Agreement, and the Bonds have been
duly executed and delivered; (ii) the representations, warranties and covenants of the
County herein are true and correct in all material respects as of the date of closing; (iii)
the County has complied with all the terms of the County Resolution and this Bond
Purchase Agreement to be complied with by the County prior to or concurrently with
the Closing and such documents are in full force and effect; (iv) the Bonds being
delivered on the date of the Closing to the Underwriter under this Bond Purchase
Agreement substantially conform to the descriptions thereof contained in the County
Resolution; (v) the execution and delivery of the Bonds and this Bond Purchase
Agreement and compliance with the provisions on the County's part contained herein
will not result in the creation or imposition of any lien, charge or other security interest
or encumbrance of any nature whatsoever upon any of the properties or assets of the
County under the terms of any law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument; and (vi)
the County Resolution was duly adopted and has not been modified, amended,
rescinded or revoked and is in full force and effect on the date of the Closing;
(5) County Resolution. A certificate, together with fully executed copies of the
County Resolution, of the Clerk of the County Board of Supervisors to the effect that
such copies are true,correct and complete copies of the County Resolution;
(6) County Counsel Opinion. An opinion of the counsel to the County, dated the
date of Closing and addressed to the County, the District and the Underwriter, in form
and substance satisfactory to the Underwriter and their counsel,to the effect that:
(i) the County is a political subdivision organized and validly existing
under the Constitution and the laws of the State of California;
(ii) the County Resolution approving and authorizing the execution and
delivery of the Bond Purchase Agreement and the issuance of the Bonds was
duly adopted at a meeting of the governing body of the County which was called
and held pursuant to law and with all public notice required by law and at which
a quorum was present and acting at the time of adoption;
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(iii) there is no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, governmental agency, public board or body,
pending or, to the best knowledge of such counsel, threatened against the
County (a) affecting the existence of the County or the titles of its officers who
have acted with respect to the proceedings for issuance and sale of the Bonds; (b)
seeking to prohibit, restrain or enjoin the execution of the Bond Purchase
Agreement or the issuance of the Bonds or in any way contesting or affecting the
validity or enforceability of the Bonds, the Bond Purchase Agreement, or the
County Resolution; (c) contesting the powers of the County or its authority to
enter into, adopt or perform its obligations under the County Resolution or the
Bond Purchase Agreement; or (d) seeking to restrain or enjoin the levy or
collection of tax revenues pledged for the Bonds;
(iv) the execution and delivery of the Bond Purchase Agreement, the
issuance of the Bonds and compliance with the provisions thereof and hereof,
under the circumstances contemplated thereby, do not and will not in any
material respect conflict with or constitute on the part of the County a breach of
or default under any agreement or other instrument to which the County is a
Party or by which it is bound or any existing law, regulation, court order or
consent decree to which the County is subject;and
(v) the Bond Purchase Agreement has been duly authorized, executed
and delivered by the County and the Bonds have been duly authorized by the
County, executed by the County on behalf of the.District and delivered by the
County and, assuming due authorization, execution and delivery by the other
parties thereto, the Bond Purchase Agreement will constitute a legal, valid and
binding agreement of the County enforceable against the County in accordance
with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally, by the application of equitable principles, and by
limitations on remedies imposed in actions against counties or school districts in
California,
(7) Certificate of the District. A certificate signed by a duly authorized official of
the District to the effect that (i) this Bond Purchase Agreement, the Bonds and the
Continuing Disclosure Certificate have been duly executed and delivered, (ii) the
representations, warranties and covenants of the District herein are true and correct in
all material respects as of the date of Closing, (iii) the District has complied with all the
terms of the District Resolution, the Continuing Disclosure Certificate and this Bond
Purchase Agreement to be complied with by the District prior to or concurrently with
the Closing and such documents are in full force and effect, and (iv) Official Statement
does not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made,not misleading;
(8) District Resolution. A certificate, together with fully executed copies of the
District Resolution, of the Recording Secretary of the District Board of Education to the
effect that such copies are true and correct copies of the District Resolution;
(9) District Counsel Opinion. An opinion of the counsel to the District, dated the
date of Closing and addressed to the County, the District and the Underwriter,
satisfactory in form and substance to the Underwriter and in scope and form to their
counsel, to the effect that.
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(i) the District is a school district organized and validly existing under the
Constitution and the laws of the State of California;
(ii) the District Resolution approving and authorizing the execution and
delivery of the Bond Purchase Agreement, the Bonds and the form of Continuing
Disclosure Certificate and approving the form of the Official Statement was duly
adopted at a meeting of the Board of Education of the District which was called
and held pursuant to law and with all public notice required by law and at which
a quorum was present and acting throughout;
(iii) the Authorization was duly approved at an election duly called and
held in compliance with all applicable law;
(iv) there is no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, governmental agency, public board or body,
pending or, to the best knowledge of such counsel, threatened against the
District (a) affecting the existence of the District or the titles of its officers to their
respective offices or seeking to prohibit, restrain or enjoin the execution of the
Bond Purchase Agreement, the Bonds and the Continuing Disclosure Certificate;
(b) affecting delivery of the Bonds; (c) in any way contesting or affecting the
validity or enforceability of the Bonds, the Bond Purchase Agreement, the
District Resolution or the Authorization; (d) contesting the powers of the District
or its authority to enter into, adopt or perform its obligations under any of the
foregoing, including, but not limited to, the consummation of the transactions
contemplated in the Official Statement, or contesting in any way the
completeness or accuracy of the Preliminary Official Statement or the Official
Statement, or any amendment or supplement thereto; or (e) seeking to restrain or
enjoin the levy or collection of tax revenues pledged for the Bonds;
(v) the execution and delivery of the Bond Purchase Agreement and the
Continuing Disclosure Certificate by the District and the approval of the form of
the Official Statement and issuance of the Bonds and compliance with the
provisions thereof and hereof, under the circumstances contemplated thereby, do
not and will not in any material respect conflict with or constitute on the part of
the District a breach of or default under any agreement or other instrument to
which the District is a party or by which it is bound or any existing law,
regulation,court order of consent decree to which the District is subject;and
(vi) the Bonds have been duly authorized by the District and the Bond
Purchase Agreement, the Continuing Disclosure Certificate and the Official
Statement have been duly authorized, executed and delivered by the District,
and, assuming due authorization, execution and delivery by the other parties
thereto and of issuance of the Bonds by the County, and upon due authentication
by the Paying Agent of and receipt of payment for the Bonds, the Bonds, the
Bond Purchase Agreement and the Continuing Disclosure Certificate will
constitute legal, valid and binding agreements of the District enforceable against
the District in accordance with their respective terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws affecting the enforcement of creditors' rights generally, by the
application of equitable principles, the exercise of judicial discretion and the
limitations on legal remedies against school districts in the state of California;
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(10) Bond Purchase Agreement. Executed copies of the Bond Purchase
Agreement;
(11) Official Statement. Executed copies of the Official Statement, such copies to
have been received on or before 8:00 a.m. on June 1, 2006, including all information
previously permitted to have been omitted by the Rule and any amendments or
supplements as have been approved by the County,the District and the Underwriter;
(12) Continuing Disclosure Certificate. Executed copies of the Continuing
Disclosure Certificate substantially in the form attached to the Official Statement as
Appendix B,duly executed by the District;
(13) Rating. Evidence that the Bonds received a rating of AAA from Standard &
Poor's;
(14) Municipal Bond Insurance. Evidence satisfactory to the Underwriter that
the Bonds shall have received a policy of municipal bond insurance (the "Policy") by
MBIA Insurance Corporation (the "Insurer") that unconditionally guarantees the timely
payments of all debt service on the Bonds;
(15) Bond Insurance Counsel Opinion. An opinion of counsel to the Insurer
with respect to the Policy in form and substance acceptable to the Underwriter;
(16) Tax Certifications. Tax certifications by the District in form and substance
acceptable to Bond Counsel;
(17) Additional Documents. Such additional legal opinions, certificates,
proceedings, instruments and other documents as Bond Counsel or the Underwriter
may reasonably request to evidence the truth and accuracy, as of the date of Closing, of
the representations contained herein and in the Official Statement and the due
performance or satisfaction by the County and the District at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied;and
(18) Official Statement. Certificates of the appropriate officials of the County
and the District evidencing their determinations respecting the Preliminary Official
Statement in accordance with the Rule.
(e) County Resolution. Prior to the Closing, the County Resolution shall have been duly
adopted.
12. Additional Closing Conditions for District and County. The District and County have
entered into this Bond Purchase Agreement in reliance upon the representations and warranties
of the Underwriter contained herein and the performance by the Underwriter of their
obligations hereunder, both as of the date hereof and as of the date of Closing. The District and
County's respective obligations under this Bond Purchase Agreement are and shall be subject to
the following further conditions at Closing:
(a) the receipt of the Underwriter, in form satisfactory to the District and the County and
signed by an authorized officer of the Representative, confirming delivery of the Bonds to the
Underwriter and the satisfaction of all conditions and terms of this Bond Purchase Agreement
by the District and the County, respectively, and confirming to the District and the County that
as of the Closing Date all of the representations of the Underwriter contained in this Bond
Purchase Agreement are true and correct in all material respects;and
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(b) the certification of the Underwriter, in form satisfactory to Bond Counsel, regarding
the prices at which the Bonds have been reoffered to the public,as described in Section 4 hereof.
13. Termination. The Underwriter shall have the right to cancel their obligations to
purchase the Bonds if,between the date hereof and the Closing if the marketability of the Bonds
or the market price thereof, in the reasonable opinion of the Underwriter, has been materially
adversely affected by:
(a) an amendment to the Constitution of the United States or by any legislation in or by
the Congress of the United States or by the State of California, or the amendment of legislation
pending as of the date hereof in the Congress of the United States or the recommendation to
Congress or endorsement for passage (by press release, other form of notice or otherwise) of
legislation by the President of the United States, the Treasury Department of the United States,
the Internal Revenue Service or the Chairman or ranking minority member of the Committee on
Finance of the United States Senate or the Committee on Ways and Means of the United States
House of Representatives, or of legislation by either such Committee or by any member thereof,
or the presentment of legislation for the staff of either such Committee, or by the staff of the
Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for
passage of legislation to either House of the Congress of the United States by a Committee of
such House to which such legislation has been referred for consideration, or any decision of any
federal court or the U.S. Tax Court or any ruling or regulation (final, temporary or proposed) or
official written statement on behalf of the United States Treasury Department, the Internal
Revenue Service or other Federal authority affecting the federal tax status of the District or the
interest on notes or obligations of the general character of the Bonds (including the Bonds)
regardless of whether any of the preceding statements of fact were in existence or known of on
the date hereof, or legislation shall have been enacted by the State of California which renders
r interest on the Bonds not exempt from State of California personal income taxes;or
(b) provided that the District, the County and the Underwriter shall be obligated to
fulfill their respective obligations under Sections 6(h) and 7(h) hereof, there nevertheless shall
have occurred an event, or information shall have become known, which in the reasonable
opinion of the Underwriter either (i) makes untrue or incorrect in any material respect any
statement or information contained in the Official Statement or (ii) is not reflected in the Official
Statement but should be reflected therein to make the statements and information contained
therein, in light of the circumstances under which they were made, not misleading in any
material respect;or
(c) the declaration of war or the engagement in major military hostilities by the United
States or other national or international calamity or crisis, the effect of such outbreak, calamity
or crisis interrupts or causes disorder to the operation of the financial markets of the United
States;or
(d) there shall be in force a general suspension of trading on the New York Stock
Exchange or other national securities exchange, or minimum or maximum prices for trading
shall have been fixed and be in force, or maximum ranges for prices for securities shall have
been required and be in force on the New York Stock Exchange or such other exchange,
whether by virtue of a determination by that Exchange or such other national securities
exchange or by orders of the Securities and Exchange Commission not in force on the date
hereof;or
(e) a general banking moratorium shall have been declared by either federal, California
or New York authorities having jurisdiction and be in force; or
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(f) there shall be established and put into effect any new restrictions on transactions in
securities of the same general character as the Bonds materially affecting the free market for
such securities (including the imposition of any limitations on interest rates) or the extension of
credit by, or the change to the net capital requirements of, underwriters established by the New
York Stock Exchange, the Securities and Exchange Commission, any other federal or State
agency or the Congress of the United States,or by Executive Order;or
(g) the rating of the Bonds shall have been downgraded or withdrawn by a national
rating service;or
(h) the Comptroller of the Currency renders an opinion or issues a regulation which has
the effect of prohibiting the Underwriter from underwriting the Bonds;or
(i) an order, decree or injunction of any court of competent jurisdiction, or order filing,
regulation or official statement by the Securities and Exchange Commission, or any other
governmental agency, with jurisdiction in the matter is issued or made to the effect that the
issuance, offering or sale of obligations of the general character of the Bonds, or the issuance,
offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would
be in violation of the federal securities laws, as amended and then in effect.
14. Conditions to District's and County's Obligations to Close. The County's and
District's obligations hereunder shall be subject to the conditions that at or before the Closing,
the County and the District shall have received:
(a)executed counterparts of this Bond Purchase Agreement;and
(b) duly executed copies of the letters, documents and certificates referred to in sections
11(d)(13) and 11(d)(14) and the opinions referred to in sections 11(d)(1), 11(d)(3), 11(d)(6),
11(d)(15) and 11(d)(18).
15. Expenses. If the transactions contemplated by this Bond Purchase Agreement are
consummated, fees and expenses (except as hereinafter provided) incurred by the District shall
be paid or caused to be paid by the Underwriter out of the underwriting discount described in
Section 1 hereof, in the amount of$118,650.00, including but not limited to the following: (i) the
cost of the preparation and reproduction of the Resolutions; (ii) the fees and disbursements of
the District's financial advisor with respect to the Bonds; (iii) the fees and disbursements of
Bond Counsel; (iv) the costs of the preparation, printing and delivery of the Bonds; (v) the costs
of the preparation, printing and delivery of the Preliminary Official Statement, the Official
Statement, and any amendment or supplement thereto in the quantity requested by the
Underwriter in accordance herewith; (vi) initial rating fees of Standard & Poor's; and (vii) fees
and expenses of the Paying Agent for the Bonds. Also from the underwriting discount, the
Underwriter shall pay directly to the Insurer on the Closing the bond insurance premium of
$148,600.00.
The Underwriter shall pay for their out-of-pocket expenses, including travel, counsel to
the Underwriter (including their fees in connection with the qualification of the Bonds for sale
under the blue sky or the securities laws of any jurisdiction) all advertising costs and other
expenses incurred by the Underwriter in connection with the sale of the Bonds, and for any fees
payable to the California Debt and Investment Advisory Commission, the Municipal Securities
Rulemaking Board, the Public Securities Association, California Public Securities Association,
DALNET, DALCOMP, the CUSIP Bureau and the Depository Trust Company, and the cost of
preparing and printing any amendment or supplement to the Official Statement resulting from
a determination by the Underwriter to change the initial offering prices or yields set forth in the
Official Statement.
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16. Notices. Any notice or other communication to be given to the Underwriter under
this Bond Purchase Agreement may be given by delivering the same in writing to Citigroup
Global Markets Inc., 390 Greenwich Street, 2nd Floor, New York, NY 10013, Attention: Mr.
Charles Reed, Director. All notices or communications hereunder by any party shall be given
and served upon each other party. Any notice or communication to be given the District under
this Bond Purchase Agreement may be given by delivering the same to Mt. Diablo Unified
School District, 1936 Carlotta Drive, Concord, California 94519, Attention: Assistant
Superintendent, Administrative Services. Any notice or communication to be given to the
County under this Bond Purchase Agreement may be given by delivering the same to Count of
Contra Costa, Treasurer-Tax Collector, 625 Court Street, Martinez, California 94553, Attention:
Treasurer-Tax Collector. The approval of the Underwriter when required hereunder or the
determination of satisfaction as to any document referred to herein shall be in writing signed by
the Underwriter and delivered to you.
17. Miscellaneous. This Bond Purchase Agreement is made solely for the benefit of the
District, the County and the Underwriter (including the successors or assigns thereof) and no
other person shall acquire or have any right hereunder or by virtue hereof All representations,
warranties and agreements of the District and the County in this Bond Purchase Agreement
shall remain operative and in full force and effect regardless of any investigation made by or on
behalf of the Underwriter and shall survive the delivery of and,payment for the Bonds.
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18. Counterparts. This Bond Purchase Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute but one and the same instrument.
This Bond Purchase Agreement shall be governed by the laws of the State of California,
exclusive of the choice of law provisions thereof
CITIGROUP GLOBAL MARKETS INC., as
the Underwriter
By
Name
Title
The foregoing is hereby accepted and
agreed to as of the date first above written:
MT. DIABLO UNIFIED SCHOOL
DISTRICT
By
Name
Title
CONTRA COSTA COUNTY
By
Name
Title
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APPENDIX A
$59,600,000
MT. DIABLO UNIFIED SCHOOL DISTRICT
GENERAL OBLIGATION BONDS
(ELECTION OF 2002, SERIES 2006)
MATURITY SCHEDULE
Maturity Date
(June 1 Principal Amount Interest Rate Price Yield
2009 $ 220,000 5.00% 104.149% 3.53%
2010 500,000 5.00 105.362 3.55
2011 790,000 4.00 101.815 3.60
2012 1,085,000 5.00 106.660 3.75
2013 1,430,000 5.00 106.871 3.87
2014 1,460,000 5.00 106.788 4.00
2015 985,000 4.25 101.194 4.09
2016 1,020,000 4.25 100.520* 4.18
2017 1,115,000 4.20 100.000 4.20
2018 1,170,000 4.25 98.796 4.38
2019 1,215,000 4.25 98.332 4.42
2020 1,245,000 4.50 100.000 4.50
2021 1,260,000 4.50 99.783 4.52
2022 1,250,000 4.50 99.661 4.53
2023 1,220,000 4.50 99.529 4.54
2024 1,175,000 4.50 99.390 4.55
2025 1,100,000 4.50 99.117 4.57
2026 995,000 4.50 98.830 4.59
2027 4,670,000 5.00 103.892* 4.47
2028 4,685,000 5.00 103.741* 4.49
2029 4,685,000 5.00 103.666* 4.50
2031 26,325,000 5.00 103.143* 4.57
*Priced to the 6/1/2015 par call date.
REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing on or after June 1, 2015, are subject to
redemption at the option of the District in whole or in part on any date in integral multiples of
$5,000 on or after June 1, 2014 at the redemption price (expressed as a percentage of the total
principal amount redeemed) plus accrued interest due with respect thereto on the date fixed for
redemption,from any source of available funds,upon notice as described below.
Period During Which Redeemed Redemption Price
On or after June 1,2014 101%
On or after June 1,2015 100
A-1
Mandatory Sinking Fund Redemption. The Bonds maturing on June 1, 2031, are subject
to mandatory sinking fund redemption, in part by lot, from mandatory sinking fund payments
on June 1, 2030, and June 1, 2031, at a redemption price equal to the principal amount thereof
together with accrued interest to the date fixed for redemption, without a redemption premium,
as follows:
Redemption Date Sinking Fund
(June 1 Redemption Amount
2030 $12,995,000
2031t 13,330,000
*Maturity
A-2