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documents pertaining to this transaction and the legal, valid and binding nature thereof, as well as compliance of all parties with the terms and conditions thereof. (j) reasonably request. Such other certificates, instruments or opinions as the Underwriter may Section 7. Events Permitting the Underwriter to Terminate. The Underwriter may terminate its obligation to purchase the Note as evidenced and represented by the Note Participations at any time before the Closing if any of the following occurs: (a) Any legislative, executive or regulatory action (including the introduction of legislation) or any court decision which, in the judgment of the Underwriter, casts sufficient doubt on the legality of or the tax-exempt status of interest on obligations such as the Note so as to materially impair the marketability or to materially reduce the market price of such obligations; (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Note, the Note Participations or any instrument securing the Note under the Securities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Resolution or the Trust Agreement under the Trust Indenture Act of 1939, as amended; (c) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Underwriter, substantially impairs the ability of the Underwriter to market the Note Participations; (d) Any event occurs or information becomes known, which, in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading; or (e) Any rating of the Note Participations or other obligations of a Participant by a national rating agency shall have been withdrawn or downgraded. The Underwriter shall not be responsible for the payment of any fees, costs or expenses of the issuance, offering and sale of the Note and Note Participations except for California Debt and Investment Advisory Commission fees and for its own internal costs and any counsel designated by it. The fees, costs and expenses that are categorized in the “Costs of Issuance” definition in the Trust Agreement shall be paid from the Costs of Issuance Fund. The Participant shall pay any additional costs attributable to it as set forth in the Resolution other than the fees, costs and expenses so payable from the Costs of Issuance Fund. Section 8. Limited Liability. Notwithstanding anything to the contrary contained herein or in the Notes, the Note Participations or in any other document mentioned herein, the Participant shall not have any liability hereunder or by reason hereof or in connection OHS West:260889804.1 Page 5136
herewith or with the transactions contemplated hereby except to the extent payable from moneys available therefor as set forth in Section 8 of the Resolution of the Participant. Section 9. Notices. Any notices to be given to the Underwriter under the Purchase Agreement shall be given in writing to [UNDERWRITER], _____________________, California _____, (___) ___-____ (phone) (415) (___) ___-____ (facsimile), Attn: ___________. Any notices to be given to the Participant shall be given in writing to the address specified in Exhibit A. Section 10. No Assignment. The Purchase Agreement has been made by the Participant and the Underwriter, and no person other than the Participant named in Exhibit A and the Underwriter or their successors or assigns shall acquire or have any right under or by virtue of the Purchase Agreement. All of the representations, warranties and agreements contained in the Purchase Agreement shall survive the delivery of and payment by the Underwriter for the Note as evidenced and represented by the Note Participations and any termination of the Purchase Agreement. Section 11. Applicable Law. The Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 12. Effectiveness. The Purchase Agreement shall become effective upon the execution hereof and execution by the Participant of the Pricing Confirmation, and the Purchase Agreement shall be valid and enforceable from and after the time of such effectiveness. Section 13. Severability. In the event any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14. Execution in Counterparts. The Purchase Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. OHS West:260889804.1 Page 6137
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IRVINE UNIFIED SCHOOL DISTRICT Admi
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d. Purchase Order Detail Report Rec
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Items removed from Consent Calendar
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Irvine Unified School District Irvi
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Irvine Unified School District Boar
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Irvine Unified School District Irvi
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Item No. 13 a. TOPIC BACKGROUND DES
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Item No. 13 c. TOPIC DESCRIPTION FI
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Item No. 13 e. TOPIC DESCRIPTION CH
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Item No. 13 f. ADVOCATES FOR LABOR
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Item No. 13 g. TOPIC CLASSIFIED PER
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Item No. 13 i. TOPIC DESCRIPTION FI
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STATE OF CALIFORNIA FIVE YEAR PLAN
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STATE OF CALIFORNIA FIVE YEAR PLAN
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Item No. 13 k. TOPIC DESCRIPTION CO
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Item No. 13 l. Sponsoring School: I
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Item No. 14 b. TOPIC DESCRIPTION CH
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Item No. 14 d. TOPIC AUTHORIZATION
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PROPOSED LOCATION FOR MODULAR CLASS
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9 7 8 6 4 5 3 2 1 9 7 8 6 4 5 3 2 1
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Item No. 15 b. TOPIC DESCRIPTION RE
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of the District provided for or att
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for its share of (a) the fees of th
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Section 3. Form of Note. The Note s
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(d) If the Authorized Officer does
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misleading, the District shall prom
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Orange County Treasurer (the “Cou
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Obligations, if applicable, have be
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this Resolution except those the Di
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(P) As a condition to the issuance
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emains in effect or such possession
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eimbursement on a draw or claim has
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Agreement, at the rate of interest
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IN WITNESS WHEREOF, the Board of Su
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California, or its successor in tru
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IN WITNESS WHEREOF, the Board of Ed
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Series __-__ Repayment Months: Firs
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SECRETARY’S CERTIFICATE I, ______
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TABLE OF CONTENTS Page ARTICLE I DE
Page 85 and 86: TABLE OF CONTENTS (continued) Page
Page 87 and 88: WHEREAS, the issuance of the Notes
Page 89 and 90: “Note Resolutions” means the re
Page 91 and 92: “Purchase Agreement” means the
Page 93 and 94: The principal evidenced and represe
Page 95 and 96: name of Cede & Co., as nominee of D
Page 97 and 98: writing to the Trustee by the Repre
Page 99 and 100: and shall be transferred to such Di
Page 101 and 102: equired to be obtained as evidence
Page 103 and 104: Note Participations, and the stampi
Page 105 and 106: ank or trust company shall be deeme
Page 107 and 108: payments to be made thereon by the
Page 109 and 110: description, stating in substance t
Page 111 and 112: owners of the Note Participations a
Page 113 and 114: obligations under this Article XI,
Page 115 and 116: powers, duties and functions that a
Page 117 and 118: Moneys held by the Trustee in the C
Page 119 and 120: IN WITNESS WHEREOF, each of the Dis
Page 121 and 122: EXHIBIT A FORM OF NOTE PARTICIPATIO
Page 123 and 124: Agreement permitting the disburseme
Page 125 and 126: [FORM OF ASSIGNMENT] For value rece
Page 127 and 128: 5. As of the date hereof, no event
Page 129 and 130: SCHEDULE I PARTICIPATING SCHOOL DIS
Page 131 and 132: SCHEDULE II PROCEEDS SUBACCOUNT AMO
Page 133 and 134: WHEREAS, in order to participate in
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Page 139 and 140: EXHIBIT A SOUTH COAST LOCAL EDUCATI
Page 141 and 142: In addition to the foregoing, the u
Page 143 and 144: [Page Intentionally Left Blank] OHS
Page 145 and 146: PLACE: ELECTRONIC BIDS: Tamalpais A
Page 147 and 148: description of this undertaking is
Page 149 and 150: By making a bid for the Note Partic
Page 151 and 152: This Preliminary Official Statement
Page 153 and 154: ___________________________________
Page 155 and 156: TABLE OF CONTENTS INTRODUCTION.....
Page 157 and 158: each Participant and Appendix A -
Page 159 and 160: The Participants The Participants a
Page 161 and 162: Participant, will be encumbered for
Page 163 and 164: MCCFD for each Participant is funde
Page 165 and 166: (I) That the Participant funded its
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Page 169 and 170: acceptances, with a maturity not to
Page 171 and 172: FINANCIAL INFORMATION REGARDING THE
Page 173 and 174: The Participants’ principal reven
Page 175 and 176: specifically defined geographic are
Page 177 and 178: Revision to the Original 2009-10 St
Page 179 and 180: implement several major solutions s
Page 181 and 182: 10. The 2010-11 Proposed State Budg
Page 183 and 184: espect to a school district, the Co
Page 185 and 186: consult their own tax advisors with
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judgment of such rating agency, cir
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34 Page 189 22314.4 033985 POS
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(THIS PAGE INTENTIONALLY LEFT BLANK
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APPENDIX C COVERAGE ESTIMATES SOUTH
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APPENDIX D PROPOSED FORM OF OPINION
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Participant through which the Benef
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APPENDIX F CONSTITUTIONAL AND STATU
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percentage of State General Fund re
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Year 2008-09, the State may shift t
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HD&W LLP - 5/11/10 Draft may vary f
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Cash Flow Assumptions The table bel
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IRVINE UNIFIED SCHOOL DISTRICT CASH
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IRVINE UNIFIED SCHOOL DISTRICT STAT
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eductions for Fiscal Year 2011-12 w
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Item No. 15 c. Department of Educat
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Item No. 15 e. TOPIC DESCRIPTION AN
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CONTINUOUS IMPROVEMENT EFFORTS Ensu
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21 ST CENTURY LEARNING: ESSENTIAL C
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CURRICULUM & INSTRUCTION Curriculum
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CURRICULUM COUNCIL MEMBERS - 2010-2
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reconvene regular meeting: 7:00 pm - Irvine Unified School District

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