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

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as required by Rule 15c2-12(b)(5), promulgated by the Securities and Exchange Commission (the “Rule”) (which undertaking may be set forth in the Trust Agreement), and each with such changes therein as said officer shall require or approve, such approval of this Board and such officer to be conclusively evidenced by the execution of the Trust Agreement, Continuing Disclosure Agreement, if applicable, the Pricing Confirmation and the Credit Agreement, if any. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. The Authorized Officer is hereby authorized and directed to comply with and carry out all of the provisions of the Trust Agreement with respect to continuing disclosure; provided however, that failure of the District to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder or under the Trust Agreement. Any Credit Agreement identified in the Pricing Confirmation but not at this time before the Board shall include reasonable and customary terms and provisions relating to fees, increased costs of the Credit Provider payable by the District, negative and affirmation covenants of the District and events of default. The proposed form of preliminary offering document, which may be a preliminary official statement, preliminary private offering memorandum or preliminary limited offering memorandum (the “Preliminary Official Statement”) relating to the Series of Note Participations, in substantially the form presented to this meeting or otherwise to the Board, is hereby approved with such changes, additions, completion and corrections as any Authorized District Representative may approve, and the Financial Advisor (and/or Underwriter, if any) is hereby authorized and directed to cause to be delivered in printed and/or electronic form to prospective purchasers or bidders the Preliminary Official Statement and the Official Notice of Sale, as applicable, in connection with the offering and sale of the Series of Note Participations. Such Preliminary Official Statement, together with any supplements or amendments thereto, shall be in a form “deemed final” by the District for purposes of the Rule, unless otherwise exempt, but is subject to revision, amendment and completion in a final official statement, private offering memorandum or limited offering memorandum (the “Official Statement”). The Official Statement in substantially said form is hereby authorized and approved, with such changes therein as any Authorized District Representative may approve. The Authorized District Representative is hereby authorized and directed, at or after the time of the sale of any Series of Note Participations, for and in the name and on behalf of the District, to execute a final Official Statement in substantially the form of the Preliminary Official Statement presented to this meeting, with such additions thereto or changes therein as the Authorized District Representative may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officer is hereby authorized and directed to provide the Financial Advisor (and/or Underwriter, if any) with such information relating to the District as they shall reasonably request for inclusion in the Preliminary Official Statement. Upon inclusion of the information relating to the District in the Preliminary Official Statement, the Authorized Officer is hereby authorized and directed to provide certification deeming such Preliminary Official Statement as of its date final within the meaning of the Rule, except for certain omissions permitted by the Rule; provided that no representation is made as to the information contained in the Preliminary Official Statement relating to the other Issuers or any Credit Provider. If, at any time prior to the execution of the related Pricing Confirmation, any event occurs as a result of which the information contained in the Preliminary Official Statement relating to the District might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not OHS West:260886960.2 9 Page 56
misleading, the District shall promptly notify the Financial Advisor (and/or the Underwriter, if any). The Trustee is authorized and directed to execute, on behalf of the District, Note Participations evidencing and representing interests of the owners thereof in the related series of notes pursuant to the terms and conditions set forth in the Trust Agreement, in the aggregate principal amount specified in the Trust Agreement, and substantially in the form and otherwise containing the provisions set forth in the form of the Note Participations contained in the Trust Agreement or applicable Trust Agreement if more than one Series is issued. When so executed, the Note Participations shall be delivered by the Trustee to the purchaser or purchasers thereof upon payment of the respective purchase price therefor, pursuant to the terms of the Trust Agreement. The District agrees to pay or cause to be paid, in addition to the amounts payable under the Note, any fees or expenses of the Trustee pursuant to the Trust Agreement. Subject to Section 8 hereof, the District hereby agrees that if its respective Note as evidenced and represented by a Series of Note Participations shall become a Defaulted Note, the unpaid portion thereof or the portion to which a Credit Instrument applies for which no reimbursement on a draw or claim has been made shall be deemed outstanding and shall not be deemed to be paid until (i) the Credit Provider providing a Credit Instrument with respect to the Series of Note Participations, and therefore, if applicable, all or a portion of the District’s Note, if any, has been reimbursed for any drawings or payments made under the Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the applicable Credit Agreement, and (ii) the holders of the Series of the Note Participations which evidence and represent the respective Note are paid the full principal amount represented by the unsecured portion of the respective Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For purposes of clause (ii) of the preceding sentence, holders of the Series of Note Participations will be deemed to have received such principal amount upon deposit of such moneys with the Trustee. The District agrees to pay or cause to be paid, in addition to the amounts payable under the Note, any fees or expenses of the Trustee and, to the extent permitted by law, if the District’s Note as evidenced and represented by the Series of Note Participations is secured in whole or in part by a Credit Instrument, any Predefault Obligations and Reimbursement Obligations (to the extent not payable under the Note), (i) arising out of an “Event of Default” hereunder (or pursuant to Section 7 hereof) or (ii) arising out of any other event (other than an event arising solely as a result of or otherwise attributable to a default by any other Issuer). In the case described in (ii) above with respect to Predefault Obligations, the District shall owe only the percentage of such fees, expenses and Predefault Obligations equal to the ratio of the principal amount of its Note over the aggregate principal amounts of all notes, including the Note, of the Series of which the Note is a part, at the time of original issuance of such Series. Such additional amounts will be paid by the District within twenty five (25) days of receipt by the District of a bill therefor from the Trustee. Section 6. No Joint Obligation; Owners’ Rights. Each Note shall be marketed and sold on either a stand-alone basis (which may include on a composite basis offered simultaneously with the notes of other Issuers) or simultaneously with the notes of other Issuers, if any, and aggregated and combined with notes of other Issuers participating in the Program into OHS West:260886960.2 10 Page 57
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IRVINE UNIFIED SCHOOL DISTRICT Admi
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d. Purchase Order Detail Report Rec
Page 5 and 6: Items removed from Consent Calendar
Page 7 and 8: Irvine Unified School District Irvi
Page 9 and 10: Irvine Unified School District Boar
Page 17 and 18: Irvine Unified School District Irvi
Page 19 and 20: Item No. 13 a. TOPIC BACKGROUND DES
Page 21 and 22: Item No. 13 c. TOPIC DESCRIPTION FI
Page 23 and 24: Item No. 13 e. TOPIC DESCRIPTION CH
Page 25 and 26: Item No. 13 f. ADVOCATES FOR LABOR
Page 27 and 28: Item No. 13 g. TOPIC CLASSIFIED PER
Page 29 and 30: Item No. 13 i. TOPIC DESCRIPTION FI
Page 31 and 32: STATE OF CALIFORNIA FIVE YEAR PLAN
Page 33 and 34: STATE OF CALIFORNIA FIVE YEAR PLAN
Page 35 and 36: Item No. 13 k. TOPIC DESCRIPTION CO
Page 37 and 38: Item No. 13 l. Sponsoring School: I
Page 39 and 40: Item No. 14 b. TOPIC DESCRIPTION CH
Page 41 and 42: Item No. 14 d. TOPIC AUTHORIZATION
Page 43 and 44: PROPOSED LOCATION FOR MODULAR CLASS
Page 45 and 46: 9 7 8 6 4 5 3 2 1 9 7 8 6 4 5 3 2 1
Page 47 and 48: Item No. 15 b. TOPIC DESCRIPTION RE
Page 49 and 50: of the District provided for or att
Page 51 and 52: for its share of (a) the fees of th
Page 53 and 54: Section 3. Form of Note. The Note s
Page 55: (d) If the Authorized Officer does
Page 59 and 60: Orange County Treasurer (the “Cou
Page 61 and 62: Obligations, if applicable, have be
Page 63 and 64: this Resolution except those the Di
Page 65 and 66: (P) As a condition to the issuance
Page 67 and 68: emains in effect or such possession
Page 69 and 70: eimbursement on a draw or claim has
Page 71 and 72: Agreement, at the rate of interest
Page 73 and 74: IN WITNESS WHEREOF, the Board of Su
Page 75 and 76: California, or its successor in tru
Page 77 and 78: IN WITNESS WHEREOF, the Board of Ed
Page 79 and 80: Series __-__ Repayment Months: Firs
Page 81 and 82: SECRETARY’S CERTIFICATE I, ______
Page 83 and 84: 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
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payments to be made thereon by the
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description, stating in substance t
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owners of the Note Participations a
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obligations under this Article XI,
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powers, duties and functions that a
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Moneys held by the Trustee in the C
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IN WITNESS WHEREOF, each of the Dis
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EXHIBIT A FORM OF NOTE PARTICIPATIO
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Agreement permitting the disburseme
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[FORM OF ASSIGNMENT] For value rece
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5. As of the date hereof, no event
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SCHEDULE I PARTICIPATING SCHOOL DIS
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SCHEDULE II PROCEEDS SUBACCOUNT AMO
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WHEREAS, in order to participate in
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Section 6. Conditions Precedent to
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herewith or with the transactions c
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EXHIBIT A SOUTH COAST LOCAL EDUCATI
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In addition to the foregoing, the u
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[Page Intentionally Left Blank] OHS
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PLACE: ELECTRONIC BIDS: Tamalpais A
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description of this undertaking is
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By making a bid for the Note Partic
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This Preliminary Official Statement
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___________________________________
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TABLE OF CONTENTS INTRODUCTION.....
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each Participant and Appendix A -
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The Participants The Participants a
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Participant, will be encumbered for
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MCCFD for each Participant is funde
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(I) That the Participant funded its
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with a maximum weighted average mat
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acceptances, with a maturity not to
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FINANCIAL INFORMATION REGARDING THE
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The Participants’ principal reven
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specifically defined geographic are
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Revision to the Original 2009-10 St
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implement several major solutions s
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10. The 2010-11 Proposed State Budg
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espect to a school district, the Co
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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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