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Home My WebLink AboutMINUTES - 07112006 - C.113 TO: BOARD OF SUPERVISORS Contra FROM: JOHN CULLEN, Costa COUNTY ADMINISTRATOR 3. IliiiNV ; DATE: JULY 11, 2006 ��SrA ---'{`[ `A~ County �oU>y SUBJECT: SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS: ADOPT.Resolution 2006/q25 authorizing, on behalf of San Ramon Valley Diablo Unified School District, the sale and issuance of General Obligation Bonds, Election of 2002, Series 2006, in a principal amount not to exceed $88,000,000. 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 San Ramon Valley Unified School District is issuing these bonds on authority granted by voter approval on November 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 San Ramon Valley 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: ------------ -- ------ ---------- ------------------- ,iRECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ION OF BOARD COMM EE _,,-PrPPROVE OTHER SIGNATURE(S): ' -- - - ------------- - - - - —- - ----- -------------------------------------------- ACTION OF BOARD ON APPROVE AS RECOMMENDED Y OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN _-4e UNANIMOUS(ABSENT O ) AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: ATTESTED CONTACT: Jason Crapo JOHN CULLEN,C ERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR CC: Jason Crapo,CAO Bill Pollacek,Treasurer-Tax Collector l B L,DEPUTY RESOLUTION NO. 00 Dated: _I RESOLUTION OF THE BOARD OF SUPERVISORS .OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $88,000,000 OF BONDS OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT BY A NEGOTIATED SALE PURSUANT TO A BOND PURCHASE CONTRACT, PRESCRIBING THE TERMS OF SALE OF SAID BONDS, APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SAID BOND PURCHASE CONTRACT, AND AUTHORIZING THE EXECUTION OF NECESSARY CERTIFICATES RELATING TO SAID BONDS. i WHEREAS, an election was duly called and regularly held in the San Ramon Valley Unified School District, County of Contra Costa, California (herein calledi the "District"), on November 5, 2002, at which a bond proposition, summarized as follows, was submitted to the electors of the District: "To renovate, upgrade and expand local schools; provide safe, modern classrooms; relieve overcrowding; replace substandard electrical, heating and cooling systems; add new science and technology labs; replace portable classrooms with permanent classrooms; and to qualify for State matching funds; shall San Ramon Valley Unified School District issue $260 million in bonds at interest rates within the legal limit, with a citizens' oversight committee and independent audits to ensure funds are spent only on specified school improvements?" and WHEREAS, at least 55% of the votes cast on said proposition were in favor of issuing said bonds;and WHEREAS, $72,000,000 aggregate principal amount of said bonds, designated "San Ramon Valley Unified School District General Obligation Bonds Election of 2002,"Series 2003" have heretofore been issued and sold; and WHEREAS, $100,000,000 aggregate principal amount of said bonds, designated "San Ramon Valley Unified School District General Obligation Bonds Election of 2002, Series 2004" have heretofore been issued and sold; and WHEREAS,pursuant to Education Code Section 15140 and following, the Board of Education of the District has requested this Board of Supervisors of the County of Contra Costa (the "County") to issue a portion of said bonds in a single series designated the "San Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2006" in an aggregate principal amount not exceeding$88,000,000, and to authorize the sale of said bonds by a negotiated sale to Altura, Nelson & Co., Incorporated (the "Underwriter") pursuant to a Bond Purchase US WEST:260033117.3 Contract (the "Bond Purchase Contract"), a form of which has been submitted to and is on file with the Clerk of this Board of Supervisors, all according to the terms and in the manner set forth in a resolution duly adopted by the Board of Education of the District on June 27, 2006, a certified copy of which has been filed with the Clerk of this Board of Supervisors; and WHEREAS, this Board of Supervisors accepts the representation of the District that it is necessary and desirable that said bonds be issued and sold by a negotiated sale for the purposes for which said bonds have been authorized and on the terms and conditions set forth in said resolution of the Board of Education of the District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: Section 1. Recitals: All of the above recitals are true and correct. Section 2. District Resolution Received: This Board of Supervisors hereby acknowledges receipt of the Resolution of the.Board of Education of the District adopted on June 27, 2006. Section 3. Authorization and Designation of Bonds: Pursuant to Section 15140 and following of the Education Code of the State of California, this Board of Supervisors hereby authorizes on behalf of the San Ramon Valley Unified School District, the issuance and sale of not to exceed$88,000,000 aggregate principal amount of bonds of the District and designates said bonds to be issued and sold as the "San Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2006" (herein called the "Series 2006 Bonds" or the "Bonds"). The Series 2006 Bonds shall be issued as current interest bonds. 1 Section 4. Form of Bonds; Execution: (a) Book-Entry. The Depository Trust Company, New York, New York, is hereby appointed depository for the Series 2006 Bonds. The Series 2006 Bonds shall be issued in book-entry form only, and shall be initially registered in the name of"Cede & Co.," as nominee of The Depository Trust Company, and registered ownership of the Series 2006 Bonds may not thereafter be transferred except as provided in Section 9 hereof. One bond certificate shall be issued-for-each maturity of-the Series 2006 Bonds; provided that if different CUSIP numbers are assigned to Series 2006 Bonds maturing in a single year, additional Series 2006 Bond certificates shall be prepared for each such maturity. . (b) Form of Certificates. The Series 2006 Bonds shall be issued in fully registered form .without coupons. The Series 2006 Bonds and the Paying Agent's certificate of authentication and registration and the form of assignment to appear on each of them, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Resolution; provided, that if a portion of the text of any Series 2006 Bond is printed on the reverse of the Series 2006, Bond, the following legend shall be printed on the face of such Series 2006 Bond: "THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE." US WEST:260033117.3 2 (c) Execution of Bonds. The Series 2006 Bonds shall be signed by the manual or facsimile signatures of the Chair of this Board of Supervisors and of the Treasurer-Tax Collector of the County (the "County Treasurer"), and countersigned by the manual or facsimile signature of the Clerk of this Board of Supervisors or by a deputy of either of said Clerk or of the County Treasurer. The Bonds shall be authenticated by a manual signature of a duly authorized officer of the Paying Agent (as defined in Section 8(a) hereof). (d) Valid Authentication. Only such of the Series 2006 Bonds as shall bear thereon a certificate of authentication and registration as described in subsection (b),executed by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Paying Agent shall be conclusive evidence that the Series 2006 Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. (e) Identifying Number. The Paying Agent shall assign each Series 2006 Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof at its principal corporate trust office,which record shall be available to the District and the County for inspection. Section 5. Terms of Bonds: (a) Date of Bonds. The Series 2006 Bonds shall be dated August 1,2006,or such other date as shall be set forth in the Bond Purchase Contract. (b) Denominations. The Series 2006 Bonds shall be issued in denominations of $5,000 principal amount or any integral multiple thereof. (c) Maturi . The Series 2006 Bonds shall mature on the date or dates, in each of the years, in the principal amounts and in the aggregate principal amount as shall be set forth in the Bond Purchase Contract. No Series 2006 Bond shall mature prior to August 1, 2007, and no Series 2006 Bond shall mature later than the date which is 25 years.from the date of the Bonds, to be determined as provided in subsection (a) of this Section. No Series 2006 Bond shall have principal maturing on more than one principal maturity date. (d) Interest. As used in this Resolution and in the Bonds, the terms "interest -payment date," and "interest date" shall be interchangeable,and shall mean February 1 and August 1 of each year,or such other dates specified in the Bond Purchase Contract. The Series 2006 Bonds shall bear interest at an interest rate not to exceed 12.00%per annum,payable on February 1 and August 1 in each year prior to maturity, commencing February 1, 2007 (or on such other initial and semiannual interest payment dates as shall be set forth in the Bond Purchase Contract), computed on the basis of a 360-day year of twelve 30-day months. Each Series 2006 Bond authenticated and registered on any date prior to the close of business on the first Record Date (as defined in Section 6(b)) shall bear interest from the date of said Series 2006 Bond. Each Series 2006 Bond authenticated during the period between a Record Date and the close of business on its corresponding Interest Payment Date shall bear interest from such Interest Payment Date. Any other Series 2006 Bond shall bear interest from the Interest Payment Date immediately preceding the date of its authentication. If, at the time of authentication of any Series 2006 Bond, interest is in default on any outstanding Series 2006 Bonds, such Series 2006 Bond shall bear interest US WEST:260033117.3 3 from the interest payment date to which interest has previously been paid or made available for payment on the outstanding Series 2006 Bonds. Section 6. Payment: (a) Principal. The principal of the Series 2006 Bonds shall be payable, when due or upon redemption prior thereto, in lawful money of the United States of America to the person whose name appears on the bond registration books of the Paying Agent (as described in Section 8(c) hereon as the registered owner thereof(the "Owner"), upon the surrender thereof at the principal corporate trust office,of the Paying Agent. (b) Interest; Record Date. The interest on the Series 2006 Bonds shall be payable in lawful money of the United States of America to the Owner thereof as of the close of business on the 15`h day of the month preceding an interest-payment date (the "Record Date"), whether or not such day is a business day, such interest to be paid by check or draft mailed on such interest payment date (if a business day, or on the next business day if the interest payment date does not fall on a business day) to such Owner at such Owner's address as it appears on the bond registration books described in Section 8(c) or at such address as the Owner may have filed with the Paying Agent for that purpose except that the payment shall be made in immediately available funds (e.g., by wire transfer) to any Owner of at least $1,000,000 of outstanding Series 2006 Bonds who shall have requested in writing such method of payment of interest prior to the close of business on the Record Date immediately preceding any interest payment date. So long as Cede & Co. or its registered assigns shall be the Owner of the Series 2006 Bonds, payment shall be made in immediately available funds as provided in Section 9(d) hereof. (c) Interest and Sinking Fund: Principal and interest due on the Series 2006 Bonds shall be paid from the interest and sinking fund of the District as provided in Section 15146 of the Education Code. Section 7. Redemption Provisions: (a) Optional Redemption. The Series 2006 Bonds shall be subject to redemption at the option of the District on the dates and terms as shall be designated in the Bond Purchase Contract. The Bond Purchase Contract may provide that the Series 2006 Bonds shall not be subject to optional redemption. Series 2006 Bonds subject to redemption pursuant to this subsection (a) shall be redeemed from any source of available funds, as a whole or in part on any date as specified in the Bond Purchase Contract, and if less than all of the Series 2006 Bonds are called for redemption, such bonds shall be redeemed in inverse order of maturities or as otherwise directed by the District, and if less than all of the Series 2006 Bonds of any given maturity are called for redemption, the portions of such bonds of a given maturity to be redeemed shall be determined by lot. The "redemption date" is that date on which the Bonds which are called are to be presented for redemption. (b) Mandatory Sinking Fund Redemption. The Series 2006 Bonds, if any,which are designated in the Bond Purchase Contract as Series 2006 Term Bonds shall also be subject to redemption prior to their stated maturity dates, without a redemption premium, in part by lot, from mandatory sinking fund payments in the. amounts and in accordance with the terms to be specified in the Bond Purchase Contract. The principal amount of each mandatory sinking fund.payment of any maturity shall be reduced proportionately by the amount of any Series 2006 Bonds of that maturity optionally redeemed prior to the mandatory sinking fund payment date. The Bond US WEST:260033117.3 4 Purchase Contract may provide that the Series 2006 Bonds shall not be subject to mandatory sinking fund redemption. The Auditor-Controller of the County is hereby authorized to create such sinking funds or accounts for the Series 2006 Bonds as shall be necessary to accomplish the purposes of this section. (c) Notice of Redemption. Notice of optional, unscheduled or contingent redemption of any Series 2006 Bonds shall be given by the Paying Agent upon the written request of the District. Notice of any such redemption of Series 2006 Bonds shall be mailed postage prepaid, not less than 30 nor more than 60 days prior to the redemption date (i) by first class mail to the respective Owners thereof at the addresses appearing on the bond registration books described in Section 8(c), (ii) by secured mail to all organizations registered with the Securities and Exchange Commission as securities depositories, (iii) to at least two information services of national recognition which disseminate redemption information with respect to municipal securities, and (iv) as may be further required in accordance with the Continuing Disclosure Certificate of the District described in Section 15. Each notice of redemption shall contain all of the following information: (i) the date of such notice; (ii) the name of the Bonds and the date of issue of the Bonds; (iii) the redemption date; (iv) the redemption price; (v) the dates of maturity of the Bonds to be redeemed; (vi) (if less than all of the Bonds of any maturity are to be redeemed) the distinctive numbers of the Bonds of each maturity to be redeemed; (vii) (in the case of Bonds redeemed in part only) the respective portions of the principal amount of the Bonds of each maturity to be redeemed; (viii) the CUSIP number,if any,of each maturity of Bonds to be redeemed; (ix) a statement that such Bonds must be surrendered by the Owners at the principal corporate trust office of the Paying Agent, or at such other place or places designated by the Paying Agent;and (X) notice that further interest on such Bonds will not accrue after the designated redemption date. (d) Effect of Notice. A certificate of the Paying Agent or the District that notice of call and redemption has been given to Owners and to the appropriate securities depositories and information services as herein provided shall be conclusive as against all parties. The actual receipt by the Owner of any Series 2006 Bond or by any securities depository or information service of US WEST:260033117.3 5 notice of redemption shall not be a condition precedent to redemption, and failure to receive such notice, or any defect in the notice given, shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. When notice of redemption has been given substantially as provided for herein, and when the redemption price of the Bonds called for redemption is set aside for the purpose as described in subsection (0 of this Section, the Bonds designated for redemption shall become due and payable on the specified redemption date and interest shall cease to accrue thereon as of the redemption date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at the redemption price thereof out of the money provided therefor. The Owners of such Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the redemption premium thereon, if any, only to the interest and sinking fund or the escrow fund established for such purpose. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. (e) Right to Rescind Notice. The District may rescind any optional redemption and notice thereof for any reason on any date prior to the date fixed for redemption by causing written notice of the rescission to be given to the owners of the Bonds so called for redemption. Any optional redemption and.notice thereof shall be rescinded if for any reason on the date fixed for.redemption moneys are not available in the interest and sinking fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of,interest, and any premium due on the Bonds called for redemption. Notice of rescission of redemption shall be given in the same manner in which notice of redemption was originally given. The actual receipt by the owner of any Bond of notice of such rescission shall not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice shall not affect the validity of the rescission. (f) Redemption Fund. Prior to or on the redemption date of any Bonds there shall be available in the interest and sinking fund of the District, or held in trust for such purpose as provided by law, moneys for the purpose and sufficient,to redeem, at the premiums payable as in this resolution provided, the Bonds designated in said notice of redemption. Such moneys so set aside in any such escrow fund shall be applied on or after the redemption date solely for payment of principal of and premium, if any, on the Bonds to be-redeemed upon presentation and surrender of such Bonds, provided that all moneys in the interest and sinking fund of the District shall be used for the purposes established.and permitted by law. Any interest due on or prior to the redemption date shall be paid from the interest and sinking fund of the District,unless otherwise provided for to be paid from such escrow. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are moneys remaining in the interest and sinking fund of the District or otherwise held in trust for the payment of redemption price of the Bonds, said moneys shall be held in or returned or transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund;provided,however, that if said moneys are part of the proceeds of bonds of the District, said moneys shall be transferred to the fund created for the payment of principal of and interest on such.bonds. If no such bonds of the District are at such time outstanding, said moneys shall be transferred to the general fund of the District as provided and permitted by law. (g) Defeasance of Bonds. If at any time the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of any or all outstanding Bonds all of the principal, US WEST:260033117.3 6 interest and premium, if any, represented by such Bonds at the times and in the manner provided herein and in the Bonds, or as provided in the following paragraph, or as otherwise provided by law consistent herewith, then such Owners shall cease to be entitled to the obligation to levy taxes as provided in Section 11 hereof, and such obligation and all agreements and covenants of the District and of the County to such Owners hereunder and under the Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the District shall remain liable for payment of all principal,interest and premium,if any, represented by the Bonds,but only out of moneys on deposit in the interest and sinking fund or otherwise held in trust for such payment; and provided further, however, that the provisions of subsection (h) hereof shall apply in all events. For purposes of this section, the District may pay and discharge any or all of the Bonds by depositing in trust with the Paying Agent or an escrow agent at or before maturity, money or non-callable direct obligations of the United States of America or other non-callable obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America, in an amount which will, together with the interest to accrue thereon and available moneys then on deposit in the interest and sinking fund of the District, be fully sufficient,in the opinion of a certified public accountant, to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. (h) Unclaimed Moneys. Any money held in any fund created pursuant to this Resolution, or by the.Paying Agent in trust, for the payment of the principal of, redemption premium,if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the interest and sinking fund of the District for payment of any outstanding bonds of the District payable from said fund; or, if no such bonds of the District are at such time outstanding, said moneys shall be transferred to the general fund of the District as provided and permitted by law. Section 8. Paying Agent: (a) Appointment. BNY Western Trust Company, in San Francisco, California,is hereby appointed the initial Paying Agent for the Series 2006 Bonds (the "Paying Agent"), (b) Principal Corporate Trust Office. Unless otherwise specifically noted, any reference herein to the "principal corporate trust office" of the Paying Agent for purposes of transfer, registration, exchange, payment, and surrender of the Series 2006 Bonds shall initially mean the office of the Paying Agent in San Francisco, California; provided, however, that in any case "Paying Agent" shall refer to any successor paying agent/registrar or transfer agent for the Series 2006 Bonds, and "principal corporate trust office" shall include the principal corporate trust office or other office of such successor Paying Agent designated thereby for a particular purpose. (c) Registration Books. The Paying Agent will keep or cause to be kept at its principal corporate trust office sufficient books for the registration and transfer of the Bonds,which shall at all times be open to inspection by the District, and,upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred on said books,Bonds as provided in Section 9 or 10 hereof. USWEST:260033117.3 7 (d) Payment of Fees and Expenses. The fees and expenses of the Paying Agent not paid from the proceeds of sale of the Bonds shall be paid in each year from the interest and sinking fund of the District, insofar as permitted by law, including specifically by Section 15232 of the Education Code of the State of California. (e) Replacement or Resignation of Paying Agent. If, at any time, the County shall determine to replace the Paying Agent.then acting hereunder, or if the Paying Agent shall submit its resignation, then the County Treasurer shall, in his or her sole discretion, immediately appoint a successor paying agent to act as Paying Agent hereunder; provided that, if an immediate successor cannot be found, then the replacement or resignation of the Paying Agent shall not take effect for a period of 30 days, unless the County Treasurer shall agree to act as paying agent hereunder.until such successor paying agent is able to assume the duties of Paying Agent hereunder. Section 9. Transfer Under Book-Entry System, Discontinuation of Book-Entry System: (a) The Series 2006 Bonds shall be initially issued and registered as provided in Section 4. Registered ownership of such Series 2006 Bonds, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as .nominee of The Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this section (a "substitute depository"); provided, that any successor of Cede & Co., as nominee of The Depository Trust Company.or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the District or the County, upon (1) theresignation resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the County (upon consultation with the District) to remove The Depository Trust Company or.its successor (or any substitute depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause(ii) of subsection (a) of this section, upon receipt of the outstanding Series 2006 Bonds by the Paying Agent, together with a written request of the District or County to the Paying Agent, a new Series 2006 Bond for each maturity shall be executed and delivered in the aggregate principal amount of the Series 2006 Bonds then outstanding,registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the District or County. In the case of any transfer pursuant to clause (iii) of subsection (a) of this section, upon receipt of the outstanding Series 2006 Bonds by the Paying Agent together with a US WEST:260033117.3 8 written request of the District or County to the Paying Agent, new Series 2006 Bonds shall be executed and delivered in such denominations, numbered in the manner determined by the Paying Agent, and registered in the names of such persons, as are requested in such written request of the District or County, subject to the limitations of Section 5 and the receipt of such a written request of the District or County, and thereafter, the Series 2006 Bonds shall be transferred pursuant to the provisions set forth in Section 10 of this resolution; provided, that the Paying Agent shall not be required to deliver such new Series 2006 Bonds within a period of less than 60 days after the receipt of any such written request of the District or County. (c) The County, the District and the Paying Agent shall be entitled to treat the person in whose name any Series 2006 Bond is registered as the owner thereof, notwithstanding any notice to the contrary received by the County, the District or the Paying Agent; and the County, the District and the Paying Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series 2006 Bonds, and neither the County, the District or the Paying Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Series 2006 Bonds. (d) So long as the outstanding Series 2006 Bonds are registered in the name of Cede & Co. or its registered assigns, the District, the County and the Paying Agent shall cooperate with Cede&Co., as sole Owner,or its registered assigns in effecting payment of the principal of and interest on the Series 2006 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire'transfer) on the date they are due. Section 10. Transfer and Exchange: (a) Transfer. Following the termination or removal of the depository pursuant to Section 9 hereof, any Series 2006 Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 8(c) hereof, by the Owner thereof, in person or by the duly authorized attorney of such Owner,upon surrender of such Series 2006 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Paying Agent. Whenever any Series 2006 Bond or Bonds shall be surrendered for transfer, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 2006 Bond or Bonds of the same series, maturity, interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by any Owner of Series 2006 Bonds requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of any Series 2006 Bond shall be required to be made by the Paying Agent during the period from (1) the close of business on the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 2006 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. US WEST:260033117.3 9 (b) Exchanee. The Series 2006 Bonds may be exchanged for Series 2006 Bonds of other authorized denominations of the same maturity,interest payment mode and interest rate, by the Owner thereof, in person or by the duly authorized attorney of such Owner, upon surrender of such Series 2006 Bond to the Paying Agent for cancellation, accompanied by delivery of a duly executed request for exchange in a form approved by the Paying Agent. Whenever any Series 2006 Bond or Bonds shall be surrendered for exchange, the designated County officials shall execute and the Paying Agent shall authenticate and deliver, as provided in Section 4, a new Series 2006 Bond or Bonds of the same maturity and interest payment mode and interest rate for a like aggregate principal amount. The Paying Agent may require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of any Series 2006 Bonds shall be required to be made by the Paying Agent during the period from (1) the close of business on. the applicable Record Date to and including the succeeding interest date, or (2) the close of business on the date on which notice is given that such Series 2006 Bond has been selected for redemption in whole or in part, to and including the designated redemption date. Section 11. Obligation to Levy Taxes to Pay Bonds: The money for the payment of principal, redemption premium, if any, and interest with respect to the Series 2006 Bonds shall be raised by taxation upon all taxable property in the District and provision shall be made for.the levy and collection of such taxes in the manner provided by law and for'such payment out of the interest and sinking fund of the District, and the Board of Supervisors of the County hereby covenants to levy ad valorem taxes for the payment of the Series 2006 Bonds on all property in the District subject to taxation by the County without limitation as to rate or amount (except certain personal property which is taxable at limited rates). Section 12. Sale of Bonds;Bond Purchase Contract: The Series 2006 Bonds shall be sold to the Underwriter not later than August 15, 2006. The Bond Purchase Contract submitted to and on file with the Clerk of this Board of Supervisors providing for the sale by this Board of Supervisors and the purchase by the Underwriter of the Series 2006 Bonds at a purchase price to be set forth therein (which purchase price shall be approved by the County Treasurer, this Board of Supervisors hereby expressly delegating to such officer the authority to execute the Bond Purchase Contract on its behalf), is hereby approved; provided, that (i) the true interest cost for the Series 2006 Bonds shall not be in excess of 7.00%, (ii) the maximum interest rate on the Series 2006 Bonds shall not be in excess of 12.00% per annum;,(iii) the minimum price for the Series 2006 Bonds shall not be less than the principal amount thereof, (iv) the underwriter's discount shall not exceed 1.00% of the aggregate principal amount of the Series 2006 Bonds (excluding any costs of issuance the Underwriter agrees to pay pursuant to Section 10(a) of the Bond Purchase Contract); and (v) the Series 2006 Bonds shall otherwise conform to the limitations specified herein. The Bond Purchase Contract shall recite the aggregate principal amount of the Series 2006 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 Bond Purchase Contract, together with this Resolution, shall constitute the order of the Board of Supervisors for purposes of Section 15230 of the Education Code. US WEST:260033117.3 10 The County Treasurer (or an authorized deputy or delegate of the County Treasurer) is hereby authorized and directed to accept the offer of the Underwriter when said offer is satisfactory to the County Treasurer, and to execute and deliver the Bond Purchase Contract on behalf of the County in substantially the form now on file with this Board of Supervisors, with such changes therein as shall be approved by the authorized officer of the County executing the same, and such execution shall constitute conclusive evidence of the County Treasurer's approval and this Board of Supervisors' approval of any change therein from.the form of such Bond Purchase Contract. Section 13. Deposit and Investment of Proceeds: (a) The proceeds of sale of the Series 2006 Bonds, exclusive of any premium and accrued interest received, shall be deposited in the County treasury to the credit of the building fund of the District. Any premium and accrued interest shall be deposited upon receipt in the interest and sinking fund of the District within the County treasury. (b) All funds held by the County Treasurer hereunder shall be invested at the County Treasurer's discretion pursuant to law and the investment policy of the County, unless otherwise directed in writing by the District. (i) At the written direction of the District, all or any portion of the building fund of the District may be invested in the Local Agency Investment Fund in the treasury of the State of California, (ii) At the written direction of the District, all or any portion of the building fund of the District may be invested on behalf of the District in investment agreements which comply with the requirements of each rating agency then rating the Series 2006 Bonds necessary in order to maintain the then-current rating on the Series 2006 Bonds provided- that the County Treasurer shall be a signatory to any such investment agreement. Section 14. Tax Covenant: The County acknowledges and relies upon the fact that the District has represented and covenanted that it shall not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 2006 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will comply with the requirements of the Tax Certificate of the District with respect to the Series 2006 Bonds, to be entered into by the District as of the date of issuance of the Series 2006 Bonds, and further that such representation and covenant shall survive payment in full or defeasance of the Series 2006 Bonds. Section 15. Continuing Disclosure Certificate: The County acknowledges and relies upon the fact that the District has represented that it shall execute a Continuing Disclosure Certificate containing such covenants of the District as shall be necessary to comply with the requirements of Securities and Exchange Commission Rule 15c2-12. The Coun ty acknowledges and relies upon the fact that the District has covenanted that it will comply with and carry out all of the provisions of such Continuing Disclosure Certificate. Section 16. Limited Responsibility for Official Statement: Neither the Board of Supervisors.nor any officer of the County has prepared or reviewed the official statement of the District describing the Series 2006 Bonds (the "Official Statement"), and this Board of Supervisors USWEST:260033117.3 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 authorizedand directed to prepare and review such information for inclusion in the District's Official Statement and in a preliminary Official Statement, and to certify in writing prior to or upon the issuance of the Series 2006 Bonds that the information contained in such section does riot 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 17. Approval of Actions: The Chair of this Board of Supervisors, the Clerk of this Board of Supervisors, the County Auditor-Controller, .the County Counsel, and the County Treasurer and the deputies and designees of any of them,are hereby authorized and directed to execute and deliver any and all certificates and representations,as may be acceptable to County Counsel, including signature certificates, no-litigation certificates, and other certificates proposed to be distributed in connection with the sale of the Series 2006 Bonds, necessary and desirable to accomplish the transactions authorized herein. Section 18. Indemnification of Countv: The County acknowledges and relies upon the fact that the District has agreed to 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 Series 2006 Bonds in accordance herewith and with the District's resolution described in Section 2 hereof 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. US WEST:260033117.3 12 Section 19. Effective Dace: This resolution shall take effect from and after its adoption. PASSED AND ADOPTED this day,July 11,2006, by the following vote: AYES: Gioia,Piepho,DeSaulnier,Glover and Uilkema NOES: 'None ABSENT: None ABSTAIN: None r Chair of the Board of Supervisors County of Contra Costa ATTEST: SJ � l G ce C rk of e Boa d of Supervisor and Cou Administrator County of Contra Costa US WES'r:260033117.3 13 CERTIFICATE OF THE CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR I, John Cullen, Clerk of the Board of Supervisors (the "Board") and County Administrator of the County of Contra Costa, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on July 11, 2006, and entered in the minutes thereof, of which meeting all the members of the Board had due notice and at which a quorum thereof was present;that at said meeting said resolution was adopted by the following vote: AYES: Gioia,Piepho,DeSaulnier,Glover and Uilkema NOES: None ABSENT: None ABSTAIN: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. A copy of said agenda is attached hereto. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. WITNESS my hand this day of '2006. JOHN CULLEN,Clerk of the Board of Supervisors and County Administrator t Deputy Cl k of the Boar f Supervisors Co my of Contr osta US WEST:260033117.3 EXHIBIT A [Form of Series 2006 Bond] Number UNITED STATES OF AMERICA Amount R-- STATE OF CALIFORNIA $ COUNTY OF CONTRA COSTA SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS,ELECTION OF 2002,SERIES 2006 Maturity Date Interest Rate Dated as of CUSIP NO. August 1, August 1,2006 799408 Registered Owner: CEDE&CO. Principal Sum: DOLLARS On behalf of the San Ramon Valley Unified School District, County of Contra Costa, State of California (herein called the "District"), the County of Contra Costa hereby acknowledges itself obligated to and promises to pay, but only from taxes collected by the County for such purpose pursuant to Section 15250 of the Education Code of the State of California,to the registered owner identified above or registered assigns,on the maturity date set forth above or upon prior redemption"hereof,the principal sum specified above in lawful money of the United States of America,and to pay interest thereon in like lawful money at the interest rate per annum stated above,payable on February 1 and August 1 in each year, commencing February 1, 2007,until payment of said principal sum. If this bond is authenticated and registered on any date prior to the close of business on January 15,2007,it shall bear interest from the date hereof, If authenticated during the period between a Record Date (as defined below) and the close of business on its corresponding interest payment date,it shall bear interest from such interest payment date. Otherwise, this bond shall bear interest from the interest payment date immediately preceding the date of its authentication. The principal hereof is payable to the registered owner hereof upon the surrender hereof at the principal corporate trust office (as defined in the Resolution) of the paying agent/registrar and transfer agent of the District(herein called the"Paying Agent"),initially BNY Western Trust Company. The interest hereon is payable to the person whose name appears on the bond registration books of the Paying Agent as the registered owner hereof as of the close of business on the 1511, day of the month preceding an interest payment date (the"Record Date'),whether or not such day is a business day, such interest to be paid by check or draft mailed to such registered owner at the owner's address as it appears on such registration books,or at such other address filed with the Paying Agent for that purpose. Upon written request,given no later than the Record Date immediately preceding an interest payment date,of the owner of Bonds (hereinafter defined) aggregating at least$1,000,000 in principal amount, interest will be paid in immediately available funds (e.g., by wire transfer) to an account maintained in the United States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the registered owner of this bond, payment shall be made in immediately available funds as provided in the Resolution hereinafter described. This bond is one of a duly authorized issue of bonds of like tenor(except for such variations, if any, as may be required to designate varying series, numbers, denominations, interest rates, interest payment modes, maturities and redemption provisions), amounting in the aggregate to $ , and designated as "San Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2006" (the "Bonds"). The Bonds were authorized by a vote of at least 55% of the voters voting at an election duly and legally called, held and conducted in the District on November 5, 2002. The Bonds are issued and sold by the Board of Supervisors of the County of Contra Costa,State of California,pursuant to and in strict conformity with the provisions of the Constitution and laws of said State, and of a resolution (herein called the "Resolution") adopted by said Board of Supervisors on July 11,2006,and subject to the more particular terms specified in the Bond Purchase Contract executed by the District and the County on 2006. US-WEST-.260033117.3 A-1 The Bonds are issuable as fully registered bonds without coupons in the denomination of $5,000 principal amount or any integral multiple thereof, provided that no Bond shall have principal maturing on more than one principal maturity date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution,Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series, interest payment mode,interest rate,and maturity of other authorized denominations. This bond is transferable by the registered owner hereof,in person or by attorney duly authorized in writing,at the principal corporate trust office of the Paying Agent,but only in the manner,subject to the limitations and upon payment of the charges provided in the Resolution,and upon surrender and cancellation of this bond. Upon such transfer, a new Bond or Bonds of authorized denomination or denominations of the same series, interest payment mode,interest rate,and same aggregate principal amount will be issued to the transferee in exchange herefor. The County,the District and the Paying Agent may treat the registered owner hereof as the absolute owner hereof for all purposes,and the County,the District and the Paying Agent shall not be affected by any notice to the contrary. The Bonds are subject to optional and mandatory sinking fund redemption on the terms and subject to the conditions specified in the Resolution,and as further specified in the attached Redemption Schedule. If this bond is called for redemption and payment is duly provided therefor,interest shall cease to accrue hereon from and after the date fixed for redemption. In reliance upon the representations, certifications and declarations of the District, the Board of Supervisors hereby certifies and declares that the total amount of indebtedness of the District,including the amount of this bond, is within the limit provided by law; that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this bond have been done and performed in strict conformity with the laws authorizing the issuance of this bond; and that this bond is in substantially the form prescribed by order of the Board of Supervisors duly made and entered on its minutes. The Bonds represent an obligation of the District payable out of the interest and sinking fund of the District,and the money for the payment of principal of,premium,if any,and interest hereon,shall be raised by taxation upon the taxable property of the District. This bond shall not be entitled to any benefit under the Resolution,or become valid or obligatory for any purpose,until the certificate of authentication and registration hereon endorsed shall have been signed by the Paying Agent. IN WITNESS WHEREOF the Board of Supervisors of the County of Contra Costa has caused this SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BOND, ELECTION OF 2002, SERIES 2006, to be signed by its Chair and b the Treas7-Tax Collector of the County, and to be countersigned by the Clerk of said Board,as of the date et fo h abov . Chair of the Board of Supervisors County of Contra Costa . Treasurer-Tax Collector County of Contra Costa Coun stgne �� r c he and of Supervisors nd County Administrator US WEST:260033117:3 A-2 PAYING AGENTS CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES 2006, described in the within-mentioned Resolution and authenticated and registered on BNY WESTERN TRUST COMPANY,San Francisco, California,as Paying Agent/Registrar and Transfer Agent By Authorized Officer DTC LEGEND Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC(and any payment is made to Cede&Co.or to such other entity as is requested by an authorized representative of DTC),ANY TRANSFER,PLEDGE,OR OTHER USE HEREOF FOR VALUE OR OTHERtiVISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &Co., has an interest herein. [,STATEMENT OF INSURANCE] USWEST:260033117,3 A-3 ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned Registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of, the Paying Agent/Registrar and Transfer Agent with full power of substitution in the premises. I.D.Number NOTE: The signature(s)on this Assignment must correspond with the name(s)as written on the face of the within Registered Bond in every particular,without alteration or enlargement or any change whatsoever. . Dated: Signature Guarantee: Notice: Signature must be guaranteed by an eligible guarantor institution.. a US WEST:260033117.3 A-4 REDEMPTION SCHEDULE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS ELECTION OF 2002,SERIES,2006 Optional Redemption: [to come from purchase contract] Mandatory Sinkin�Fund Redemption: [to come from purchase contract] US WEST:260033117.3 A-S OH&S DRAFT OF 6/27/2006 PURCHASE CONTRACT SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2002,SERIES 2006 [Date of Sale] Board of Supervisors County of Contra Costa Board of Education San Ramon Valley Unified School District Ladies and Gentlemen: The undersigned (the "Underwriter") offers to enter into this Purchase Contract with the County of Contra Costa (the "County"), acting through its. Treasurer-Tax Collector (the "County Treasurer"), and with the Board of Education of the San Ramon Valley Unified School District (the "District"), acting through its Assistant Superintendent-Business Services. The offer made hereby is subject to acceptance by the County and the District by execution and delivery of this Purchase Contract (the "Purchase Contract")to the Underwriter at or prior to 11:59 p.m.,California time, on the date hereof, but it shall be irrevocable until such time as it is sooner accepted or rejected by the County and the District. Upon acceptance of this offer by the County and the District in accordance with the terms hereof,this Purchase Contract will be binding upon the County and the District and upon the Underwriter. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, covenants and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the County for offering to the public, and the County hereby agrees, on behalf of the District, to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate original principal amount of the San Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2006 (the "Series 2006 Bonds"), if any are purchased, at the Purchase Price designated in Appendix A hereto. The Underwriter's discount of $ does not exceed 1.00% of the principal amount of the Series 2006 Bonds (excluding costs of issuance the Underwriter has agreed to pay pursuant Section 10(a) hereof). The true interest cost for the Series 2006 Bonds is 2. The Series 2006 Bonds: The Series 2006 Bonds shall be issued pursuant to Section 15100 and following of the Education Code of the State of California, and in accordance with Resolution No. /05-06 of the Board of Education of the District (the "District Resolution"), US WEST:260033154.2 adopted on June 27, 2006, and Resolution No. of the Board of Supervisors of the County, adopted on July 11, 2006 (the "Resolution"). The Series 2006 Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto. The Series 2006 Bonds shall be issued as current interest bonds. The Series 2006 Bonds shall be dated as of the date of issuance, and shall mature on August I in each of the years, in the principal amounts,and pay interest at the rates,shown in Appendix A. Interest on the Series 2006 Bonds shall be payable on February I and August I of each year,commencing February 1,2007. The Series 2006 Bonds shall otherwise be as described in the Official Statement of the District with respect to the Series 2006 Bonds,dated the date hereof(the"Official Statement"). The Series 2006 Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the tim es shown in Appendix A. [The Series 2006 Bonds shall be insured by a municipal bond insurance policy to be issued by (the"Insurer").] The Series 2006 Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Series 2006 Bonds will be prepared and delivered as described in Section 9 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company,New York, NY ("DTC"), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District,not less than one business day prior to the Closing Date, as defined in Section 9 hereof. 'The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Series 2006 Bonds, but neither the failure to print such number on any Series 2006 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Series 2006 Bonds in accordance with the terms of this Purchase Contract. 3. Offering. The Underwriter hereby certifies that it has made a bona fide public offering of all the Series 2006 Bonds as of the date hereof at the prices shown in the table attached to Appendix A hereto. On or prior to the Closing Date, the Underwriter shall provide the District with information regarding the prices at which a representative portion of each maturity of the Series 2006 Bonds were sold to the public, in such form as the District may reasonably request, for purposes of determining the yield on the Series 2006 Bonds. The County hereby ratifies, approves, and confirms the distribution of this Purchase Contract and the Resolution, and the District hereby ratifies, approves, and confirms the distribution of this Purchase Contract and the Preliminary Official Statement of the District with respect to the Series 2006 Bonds, dated ' 2006 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the "Preliminary Official Statement"), in connection with the public offering and sale of the Series 2006 Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and agrees that it will provide, consistent with the requirements of Municipal Securities Rulemaking Board ("MSRB") Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases any Series 2006 Bonds during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to a national repository on or before the Closing Date, and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Series 2006 Bonds, including, without limitation, MSR13 USWEST:260033154,2 2 Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission ("Rule 15c2-12"). The Underwriter hereby agrees that prior to the time the final Official Statement is available, the Underwriter will send to any potential purchaser of the Series 2006 Bonds, upon request, 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 District will deliver to the Underwriter within seven business days from the date hereof, up to 100 copies (as the Underwriter shall request) of the Official Statement of the District with respect to the Series 2006 Bonds, signed by the Superintendent or other authorized officer of the District, dated as of the date hereof, substantially in the form of the Preliminary Official Statement with such changes thereto as shall be approved by the Underwriter, which approval shall not be unreasonably withheld. 4. Representations and Agreements of the County. The County represents to and agrees with the Underwriter that,as of the date hereof and as of the date of the Closing: (a) The County is a political subdivision duly organized and validly existing under the Constitution and general laws of the State.of California. (b) The County is duly authorized and has full legal right, power and authority to issue, sell and deliver the Series 2006 Bonds on behalf of the District, pursuant to the direction of the District contained in the District Resolution,and to provisions of the laws of the State of California. (c) The County has full legal right, power and authority to enter into this Purchase Contract, to adopt the Resolution, and to observe and perform the covenants and agreements of this Purchase Contract and the Resolution required to be observed and performed by the County. (d) The County has duly adopted the Resolution in accordance with the laws of the State; the Resolution is in full force and effect*and has not.been amended,'modified or rescinded and all representations of the County set forth in the Resolution are true and correct on the date hereof; the County has duly authorized and approved the execution and delivery of the Series 2006 Bonds and this Purchase Contract, and the observance and performance by the County through its officers and agents of its covenants and agreements contained therein required to have been observed or performed at or prior to the Closing Date; and the County has complied, and will at the Closing be in compliance in all respects, with the obligations in.connection with the issuance of the Series 2006 Bonds on its part contained in this Purchase Contract,the Resolution,and the Series 2006 Bonds. (e) The Preliminary Official Statement as of its date does not, and the Official Statement as of its date will not, and if supplemented or amended, as of the date of any such supplement or amendment will not, solely with respect to the information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. 5. Representations and Agreements of the District. The District represents to and agrees with the Underwriter that, as of the date hereof and as of the date of the Closing: US WEST:260033154.2 3 (a) The District is a school district duly organized and validly existing under the Constitution and general laws of the State of California. (b) The District has full legal right, power and authority to enter into this Purchase Contract, to adopt the District Resolution, and to observe and perform the covenants and agreements of this Purchase Contract and the District Resolution,to be observed and performed by the District. (c) The District has duly adopted the District Resolution in accordance with the laws of the State; the District Resolution is in full force and effect and has not been amended, modified or rescinded, and all representations of the District set forth in the Resolution are true and correct; the District has duly authorized and approved the execution and delivery of the Bonds and this Purchase Contract, and the observance and performance by the District through its officers and agents of its covenants and agreements contained therein required to have been observed or performed at or prior to the Closing Date; and the District has complied, and will at the Closing be in compliance in all respects, with the obligations in connection with the issuance of the Series 2006 Bonds on its part contained in this Purchase Contract,the District Resolution,and the Series 2006 Bonds. (d) The District represents to the Underwriter that the Preliminary Official Statement has been "deemed final" by the District as of its date within the meaning of paragraph(a)(2) of Rule 15c2-12, except for the omission of some or all of such information the omission of which is permitted under Rule l 5c2-12. (e) The Preliminary Official Statement as of its date does not, and the Official Statement as of its date will not, and if supplemented or amended, as of the date of any such supplement or amendment will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; in each case excluding therefrom any information contained therein relating to DTC or its book-entry only system, information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures(as they relate to funds of the District held by the County Treasurer), information provided by the Underwriter concerning the reoffering of the Series 2006 Bonds or the CUSIP numbers assigned to the Series 2006 Bonds, [and information relating to the Insurer or the municipal bond insurance policy to be issued thereby insuring payment on the Series 2006 Bonds,] as to all of which the District expresses no view. The District disclaims any obligation after the date of Closing to update the Preliminary Official Statement and the Official Statement. (f) _ The District will undertake, pursuant to the District Resolution and a Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. (g) The District has, and has had, no financial advisory relationship with the Underwriter with respect to the Series 2006 Bonds, nor with any investment firm controlling, controlled by or under common control with the Underwriter. 6. Representations and Agreements 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 Purchase Contract and to take any action under the Purchase Contract required to be taken by it. US WEST:260033154.2 4 (b) The Underwriter is in compliance with MSRB Rule G-37 with respect to the County and the District,and is not prohibited thereby from acting as underwriter with respect to securities of the District. (c) The Underwriter has, and has had, no financial advisory relationship with the District or the County with respect to the Series 2006 Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship. (d) The Underwriter has reasonably determined that the District's undertaking pursuant to Sections 5(f) and 7(a)(9) hereof to provide continuing disclosure with respect to the Series 2006 Bonds is sufficient.to effect compliance with Rule 15c2-12. 7. Conditions to Closing. (a) At or before Closing, and contemporaneously with the acceptance of delivery of the Series 2006 Bonds,the District will provide to the Underwriter: (1) a certificate, signed by an official of the District, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as.of its date and at the time of Closing did not and does not,to the best of the knowledge of said official, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the Underwriter to rely upon the Official Statement in connection with the resale of the Series 2006 Bonds, excluding in each case any information contained in the Official Statement relating to DTC or its book-entry 1 only system, information contained therein describing the County's investment policy,.current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer), information provided by the Underwriter concerning the reoffering of the Series 2006 Bonds or the CUSIP numbers assigned to the Series 2006 Bonds, [and the information relating to the Insurer or the municipal bond insurance policy to be issued thereby insuring payment on the Series 2006 Bonds]. (2) a certificate, signed by an official of the County, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as of its date and at the time of Closing did not and does not, to the best of the knowledge of said official, solely with respect to the information contained therein describing the County's investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of.the circumstances under which they were made,not misleading. (3) a certificate or certificates, signed by appropriate officials of the District or the County or both, confirming to the Underwriter that, as of the date of this Purchase Contract and at the time of Closing, to the best of the knowledge of said official or officials,there is no litigation pending concerning the validity of the Series 2006 Bonds,-the corporate existence of the District or the'County, or the entitlement of the officers of the County who have signed the Series 2006 Bonds, or the entitlement of the officers of the District who have signed the various certificates and agreements of the District relating to the issuance and sale of Series 2006 Bonds, to their respective offices. (4) a certificate or certificates, signed by an official of the District, confirming to the Underwriter that as of the Closing Date all of the representations of the District contained in this US WEST:260033154.2 5 Purchase Contract are true, and that the District Resolution is in full force and effect and has not been,amended,modified or rescinded. (5) a certificate or certificates, signed by an official of the County, confirming to the Underwriter that as of the Closing Date all of the representations of the County contained in this Purchase Contract are true, and that the Resolution is in full force and effect and has not been amended,modified or rescinded, (6) the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel with respect to the issuance of the Series 2006 Bonds ("Bond Counsel"), addressed to the District, approving the validity of the Series 2006 Bonds, substantially in the form set forth as Appendix to the Official Statement. (7) the duly executed Tax Certificate of the District, dated the date of Closing, in form satisfactory to Bond Counsel. (8) the receipt of the County Treasurer confirming payment by the Underwriter of the Purchase Price of the Series 2006 Bonds. (9) the continuing disclosure certificate of the District, in substantially the form attached to the Preliminary Official Statement. [(10) the municipal bond insurance policy issued by the Insurer with respect to the Series 2006 Bonds, the tax certificate representations of the Insurer, and an opinion of counsel to the Insurer regarding the enforceability of such policy, in form reasonably satisfactory to the District, Bond Counsel,and the Underwriter.] (11) the letters of Moody's Investors Service or Standard & Poor's Ratings Services, or both, to the effect that such rating agencies have rated the Series 2006 Bonds "Aaa" and "AAA", respectively (or such other equivalent rating as each such rating agency may give), and that each such rating has not been revoked or downgraded. (b) At or before Closing, and contemporaneously with the acceptance of delivery of the Series 2006 Bonds and the payment of the Purchase Price thereof, the Underwriter will provide to the District: (1) the receipt of the Underwriter, in form satisfactory to the District and the County and signed by an authorized officer of the Underwriter, confirming delivery of the Series 2006 Bonds to the Underwriter and the satisfaction of all conditions and terms of this Purchase Contract 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 Purchase Contract are true and correct in all material respects. (2) the certification of the Underwriter, in form satisfactory to Bond Counsel, regarding the prices at which the Series 2006 Bonds have been reoffered to the public, as described in Section 3 hereof. [(3) the certification of the Underwriter, in form satisfactory to Bond Counsel, that the present value of the interest saved as a result of the policy of municipal bond insurance with respect to the Series 2006 Bonds issued by the Insurer exceeds the premium paid for said insurance,and said premium is not unreasonable.] USWEST:260033154.2 6 8. Termination. (a) By District or County. In the event of the District's failure to cause the Series 2006 Bonds to be delivered at the Closing, or inability of the District or the County to satisfy the conditions to the obligations of the Underwriter contained herein (unless waived by the Underwriter), or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract,this Purchase Contract shall terminate. (b) By Underwriter. (1) Excused. The Underwriter may terminate this Purchase Contract, without any liability therefor,by notification to the District and the County if as of the Closing Date any of the following shall have had a material adverse effect on the marketability or market price of the Series 2006 Bonds, in ther reasonable opinion of the Underwriter, upon consultation with the District and the County: (A) There shall have occurred and be continuing the declaration of a general banking moratorium by any authority of the United States or the State of New York or the State of California; (B) The formal declaration of war by Congress or a new major engagement in or escalation of military hostilities by order of the President of the United States, or the occurrence of any other declared national emergency that interrupts or causes disorder to the operation of the financial markets in the United States fora period of more than 30 days; (C) There shall be in force a general suspension of trading or other material restrictions not in force as of the date hereof on the New York Stock Exchange or other national securities exchange; (D) Legislation shall have been enacted by the Congress of the United States, or passed by and still pending before either House of the Congress, or recommended or endorsed to the Congress for passage by the President of the United States, or favorably reported for passage to and still pending before either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States, or the United States Tax Court, with respect to federal taxation of interest received on securities of the general character of the Series 2006 Bonds, or legislation shall have been enacted by the State of California which renders interest on the Series 2006 Bonds not exempt from State of California personal income taxes; (E) Legislation shall have been enacted, or a decision of a court of the United States shall have been rendered or any action shall have been taken by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Series 2006 Bonds to be registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or the Resolution to be qualified under the Trust Indenture Act of 1939, as amended; or (F) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose and there shall be in effect, as to the Series 2006 Bonds or obligations of the general character of the Series 2006 Bonds, any material US WEST:260033154.2 restrictions not now in force, or increase materially those now in force,with respect to the extension of credit by,or the charges to the net capital requirements of,underwriters. (2) Unexcused. In the event the Underwriter shall fail (other than for a reason permitted by this Purchase Contract) to pay for the Series 2006 Bonds upon tender of the Series 2006 Bonds at the Closing, the Underwriter shall have no right in or to the Series 2006 Bonds. 9. Closing. At or before 9:00 a.m., California time, on 2006, or at such other date and time as shall have been mutually agreed upon by the County, the District, and the Underwriter, the District will deliver or cause to be delivered to the Underwriter the Series 2006 Bonds in book-entry form duly executed by the County, together with the other documents described in Section 7(a) hereof; and the Underwriter will accept such delivery and pay the Purchase Price of the Series 2006 Bonds as set forth in Section I hereof in immediately available funds by federal funds wire, in an aggregate amount equal to such Purchase Price, plus accrued interest, if any, on the Series 2006 Bonds from the date thereof to the date of such payment, and shall deliver to the District the other documents described in Section 7(b) hereof, as well as any other documents or certificates Bond Counsel shall reasonably require. Payment for the delivery of the Series 2006 Bonds as described herein shall be made at the offices of the County Treasurer in Martinez, California, or at such other place as shall have been mutually agreed upon by the County and the Underwriter. The Series 2006 Bonds will be delivered through the facilities of DTC in New York,New York, or at such other place as shall have been mutually agreed upon by the County, the District, and the Underwriter. All other documents to be delivered in connection with the delivery of the Bonds shall be delivered at the offices of Orrick, Herrington & Sutcliffe LLP, San Francisco, California. Such payment and delivery is herein called the "Closing" and the date thereof the"Closing Date". 10. Expenses. (a)The Underwriter hereby agrees to pay [the premium for the policy of municipal bond insurance to be issued by the Insurer in the amount of$ plus other] costs of issuance of the Series 2006 Bonds up to $ Which may be applied to any of the following: (i)the cost of the preparation and reproduction of the District Resolution and the Resolution; (ii)the fees and disbursements of Bond Counsel, including for services as Disclosure Counsel; (iii)the costs of the preparation, printing and delivery of the Series 2006 Bonds;(iv)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; (v) initial rating fees of Moody's Investors Service and Standard & Poor's Ratings Group; and (vi) fees and expenses of the Paying Agent for the Series 2006 Bonds. The District shall pay the balance of all such expenses which are incident to the performance of its obligations hereunder from proceeds of the Series 2006 Bonds or any other source of lawfully available funds. (b)All other costs and expenses incurred by the Underwriter as a result of or in connection with the purchase of the Series 2006 Bonds and their public offering and distribution shall be borne by the Underwriter, including, but not limited to (i)clearing house fees; (ii) DTC fees; (iii)CUSIP fees; (iv)fees required to be paid to the California Debt and Investment Advisory Commission ("CDIAC"); (v)The Bond Market Association fees; (vi)MSRI3 fees; (vii)costs or fees of qualifying the Series 2006 Bonds for offer and sale in various states chosen by the Underwriter and the costs or fees of preparing Blue Sky or legal investment memoranda to be used in connection therewith; and (viii)fees of any counsel to the Underwriter. 11. Notices. Any notice or other communication to be given under this Purchase Contract (other than the acceptance hereof as specified in the introductory paragraph hereof) may be USWEST:260033154.2 8 given by delivering the same in writing to the parties at the respective addresses given below, or such other address as the District,County or the Underwriter may designate by notice to the other parties. To the District: San Ramon Valley Unified School District 699 Old Orchard Drive Danville,CA 94526 Attn: Assistant Superintendent-Business Services To the County: County of Contra Costa 651 Pine Street Martinez,CA 94553 Attn:Treasurer-Tax Collector To the Underwriter: Altura,Nelson&Co., Incorporated 2333 San Ramon Valley Boulevard Suite 390 San Ramon,CA 94583 Attn: 12. Governing Law. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. 13. Parties in Interest. This Purchase Contract when accepted by the County and the District in writing as heretofore. specified shall constitute the entire agreement among the County,,the District, and the Underwriter, and is solely for the benefit of the County, the District, and the Underwriter (including the successors or assigns thereof). No other person shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements in this Purchase Contract of each of the parties hereto shall remain operative and in full force and effect,regardless of(a)delivery of and payment for the Series 2006 Bonds hereunder,or(b) any termination of this Purchase Contract. 14. Headings. The headings of the paragraphs and sections of this Purchase Contract are inserted for convenience of reference only and shall not be deemed to be a part hereof. 15. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by Assistant Superintendent-Business Services of the District, the Superintendent of the District, or an authorized delegate thereof, and by the County Treasurer or authorized deputy,and shall be valid and enforceable at the time of such acceptance. US WEST:260033154.2 9 16. Counterparts. This Purchase Contract may be executed in several counterparts, which together shall constitute one and the same instrument. Respectfully submitted, ALTURA,NELSON&CO.;INCORPORATED By: Authorized Officer Accepted: July 2006 SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT Time: p.m. By: Assistant Superintendent-Business Services Accepted: July 2006 COUNTY OF CONTRA COSTA Time: p.m. By: Treasurer-Tax Collector US WEST:260033154.2 10 PURCHASE CONTRACT APPENDIX A TERMS OF THE SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2002,SERIES 2006 Purchase Price. Subject to the provisions of the Purchase Contract to which this Appendix A is attached, the Purchase Price for all of the San Ramon Valley Unified School District General Obligation Bonds, Election of 2002, Series 2006 ("the Series 2006 Bonds") shall be $ calculated as the aggregate principal amount of the Series 2006 Bonds ($ ), plus net original issue premium thereon ($ ), less underwriter's discount ($ ), [less the premium for a policy of municipal bond insurance ($ - ) and other] costs of issuance with respect to the Series 2006 Bonds ($ ), which the underwriter agrees to pay pursuant to Section 10(a) hereof. I. Payment Provisions The Series 2006 Bonds shall be issued in the principal amounts, bear interest at the respective rates per annum, and mature in the amounts and in the years, specified in Schedule A attached hereto. II. Optional Redemption Series 2006 Bonds maturing on or before August 1, 20_, shall not be subject to redemption prior to their respective stated maturity dates. The Series 2006 Bonds maturing in each year beginning August 1, 20_, shall be subject to redemption prior to their respective stated maturity dates, at the option of the District, from any source of available funds,as a whole or in part on any date on or after August 1, 20_, at a redemption price equal to 100% of the principal amount thereof, together with interest accrued thereon to the date of redemption. III. Mandatory Sinking Fund Redemption The bonds shown as Term Bonds in Schedule A attached hereto shall be subject to mandatory sinking fund redemption prior to their stated maturity date, without a redemption premium, in part by lot,from mandatory sinking fund payments in the amounts and years shown in Schedule A. US WEST:260033154.2 A-1 SCHEDULE A SAN RAMON VALLEY UNIFIED SCHOOL DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2002,SERIES 2006 MATURITY SCHEDULE Series 2006 Bonds [attach pricing sheet provided by Underwriter, with reoffering prices] t` US WEST:260033154.2 A-1