reconvene regular meeting: 7:00 pm - Irvine Unified School District

description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth
in the Final Official Statement.
LEGAL OPINION – BOND COUNSEL: Copies of the legal opinion of Orrick, Herrington & Sutcliffe
LLP, of Los Angeles, California, approving certain matters related to the Note Participations, will be
furnished to the successful bidder without charge.
LEGAL OPINION – DISCLOSURE COUNSEL: The accepted bidder or bidders will receive a
disclosure opinion from Hawkins Delafield & Wood, Los Angeles, California regarding the Final Official
Statement. A copy of the proposed form of disclosure opinion can be obtained upon request from the
Participants’ Financial Advisor.
TERMS OF SALE
FORM OF BID – NO DISCOUNT: Bids may be for all or part of the Note Participations hereby
offered for sale, in increments of $20,000,000 of the aggregate principal amount. Each bid with respect to
the Note Participations shall specify the interest rate (which has been set by the Financial Advisor at
_____%) and the purchase price offered for the Note Participations, which shall not be less than par, plus
premium, if any, as specified by the bidder. BIDDERS SHALL NOT OTHERWISE SPECIFY THE
INTEREST RATE TO BE PAID WITH RESPECT TO THE NOTE PARTICIPATIONS. Bidders
may submit more than one bid. Each bid shall be unconditional. Each bid must be in accordance with the
terms and conditions set forth in this Official Notice of Sale.
ELECTRONIC BIDS: A prescribed bid form for the Note Participations will be provided electronically
by MuniAuction. Solely as an accommodation to bidders, the Participants will accept bids in electronic
form solely through MuniAuction. The Two-Minute Rule will be in place for the Note Participations.
Each bidder submitting an electronic bid understands and agrees by doing so that it is solely responsible
for all arrangements with MuniAuction, that the Participants neither endorse nor explicitly encourage the
use of MuniAuction, and that MuniAuction is not acting as an agent of the Participants. Instructions and
forms for submitting electronic bids must be obtained from MuniAuction, and the Participants assume no
responsibility for ensuring or verifying bidder compliance with MuniAuction’s procedures. The
Participants shall be entitled to assume that any bid received via MuniAuction has been made by a duly
authorized agent of the bidder. None of the Participants, the Participants’ Financial Advisor or Bond
Counsel will assume any responsibility for proper functioning of the MuniAuction System, for any error
contained in any bid submitted electronically, or for failure of any bid to be transmitted, received or
opened at the official time for receipt of bids. The official time for receipt of bids will be the time kept by
MuniAuction. The Participants assume no responsibility for informing any bidder prior to the deadline for
receiving bids that its bid is incomplete or not received.
BEST BID OR BIDS: Unless all bids are rejected by the Department, as representative (the
“Representative”), the Note Participations will be awarded to the successful bidder until the sum of offers
to purchase the Note Participations is equal to $_________ . Therefore, a bidder may be awarded Note
Participations in an amount which is less than that requested by such bidder.
The best bid or bids for the Note Participations will be determined by deducting the amount of the
premium bid, if any, from the total amount of interest which would be required to be paid with respect to
each $20,000,000 incremental amount of Note Participations (or lesser final amount) from _______, 2010
to their maturity date at the ____% interest rate as fixed by the Financial Advisor, and the award or
awards will be made on the basis of lowest true interest cost.
Preliminary, subject to change.
OHS West:260901013.1
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