An election was held in the Alameda Unified School District on November 4, 2014 for the issuance and sale of general obligation bonds (“Bonds”) of the District for various purposes in the maximum amount of $179,500,000 (the “Measure I”).  The District now desires to issue its first series of Bonds under Measure I in an amount not-to-exceed $90,000,000. 

(a)          Bond Resolution.  This Resolution authorizes the issuance of Bonds, specifies the basic terms, parameters and forms of the Bonds, and approves the form of Purchase Contract and form of Preliminary Official Statement described below.  In particular, Section 1 of the Resolution establishes the maximum aggregate principal amount of the Bonds to be issued ($90,000,000).  Section 4 of the Resolution states the maximum underwriter’s discount (0.6%) with respect to the Bonds, the maximum legal interest rate on the Bonds, and authorizes the Bonds to be sold at a negotiated sale to the underwriter or underwriters to be named in the Purchase Contract (the “Underwriter”).  The resolution only approves the issuance of the Bonds as Current Interest Bonds.

(b)          Form of Purchase Contract.  Pursuant to the Purchase Contract, the Underwriter will agree to buy the Bonds from the District.  All the conditions of closing the transaction are set forth in this document, including the documentation to be provided at the closing by various parties.  Upon the pricing of the Bonds, the final execution copy of the Purchase Contract will be prepared following this form.

(c)           Form of Preliminary Official Statement.  The Preliminary Official Statement (“POS”) is the offering document describing the Bonds which may be distributed to prospective purchasers of the Bonds.  The POS discloses information with respect to among other things (i) the proposed uses of proceeds of the Bonds, (ii) the terms of the Bonds (interest rate, redemption terms, etc.), (iii) the bond insurance policy for the Bonds, if any, (iv) the security for repayment of the Bonds (the ad valorem tax levy), (v) information with respect to the District’s tax base (upon which such ad valorem taxes may be levied), (vi) District financial and operating data, (vii) continuing disclosure with respect to the Bonds and the District, and (viii) absence of litigation and other miscellaneous matters expected to be of interest to prospective purchasers of the Bonds.  Following the pricing of the Bonds, a final Official Statement for the Bonds will be prepared, substantially in the form of the POS.

(d)          Form of the Continuing Disclosure Certificate.  The form of the Continuing Disclosure Certificate can be found in APPENDIX C to the POS.  Effective July 3, 1995, all underwriters of municipal bonds, are obligated to procure from a bond issuer a covenant that such public agency will annually file “material financial information and operating data” with respect to such public agency.  Such filings are required to be made through the web-based Electronic Municipal Market Access (“EMMA”) system maintained by the Municipal Securities Rulemaking Board (which is the federal agency that regulates “broker-dealers,” including investment bank firms that underwrite municipal obligation issuance).  This requirement is expected to be satisfied by the filing of the District’s audited financial statements and other operating information about the District, in the same manner the District has filed in connection with prior bond issuances.  The purpose of the law is to provide investors in the Bonds with current information regarding the District.  Similar laws have governed the corporate debt market for many years.