An Election was held in the Santa Barbara Elementary School District on November 2, 2010 for the issuance and sale of general obligation bonds of the Santa Barbara Elementary School District for various purposes in the maximum amount of $35,000,000 (the “Authorization”).  On May 7, 2013 the District adopted Resolution No. 2012/2013-49, pursuant to which the Board of Education previously authorized the second series of bonds under the Authorization in an aggregate principal amount not-to-exceed $20,001,771.30.  The District now desires to approve the forms of a Purchase Contract and Preliminary Official Statement in connection with the issuance of the Bonds, as further described below.

(a)        Form of Purchase Contract.  Pursuant to the Purchase Contract, Piper Jaffray & Co. 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 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 (described in further detail below), 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 the District” 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.