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HomeMy WebLinkAbout02-073RESOLUT[ON NO. 02-073 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, AUTHORIZING THE SALE AND ISSUANCE OF BUTTE-GLENN COMMUNITY COLLEGE DISTRICT GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES 2002A IN THE PRINCIPAL Ai1~t0UNT NOT TO EXCEED $30..000,000 WHEREAS. a duly called election 4vas held in the Butte-Glenn Community College District (the "District") on March ~, 2002, at which the following proposition ("Measure A") was submitted to the qualified electors of the District: "To prepare students for law enforcement, firefighting, nursing, farming and business jobs and four year colleges shall Butte College construct, repairiequip classrooms, libraries, scienceicomputer labs and facilities; upgrade energy conservation, lighting, electrical, ventilation, and plumbing systems; qualify for State matching funds by Butte-Glenn Community College District issuing $84,900,000 of bonds, at legal rates, appointing a Citizen Oversight Committee to perform annual audits and ensuring that no bond money is used for salaries or administrative expenses?" tiV'HEREAS, at such election Measure A received the affirmative vote of more than fifty-five percent of the voters of the District voting on the proposition as certified by the Registrar of Voters of the County of Butte (the "County") and the Registrar of Voters of the County of Glenn in the official canvassing of votes: and WHEREAS_ this Board has received a certified copy of a resolution of the Board of Trustees of the Butte-Glenn Community College District requesting the issuance of Butte-Glenn Community College District General Obligation Bonds. Election of 2002, Series 2002A (the "Resolution") in an aggregate principal amount not to exceed $30,000,000 (the ''Series 2002A Bonds"), which is attached hereto as Exhibit A; and WHEREAS, the Series 2002A Bonds will be issued under and pursuant to the provisions of Chapter 1.5 of Part 10 of Division 1 of Title 1 (Section l~ 100 et seq.) of the Education Code of the State of California and Article XIllA of the California Constitution (the `'Authorizing Law"); and WHEREAS, the Authorizing Law mandates that the Series 2002A Bonds `'shall be offered for sale by the board of supervisors of the county as soon as possible following receipt of a resolution duly adopted by the governing board of the school district' ;and WHEREAS, in the Resolution, the District found and informed this Board that all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the Laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series 2002A Bonds, is within all limits prescribed by law; DOCSSF~30767v~i'~243SG.0001 NOW, THEREFORE, BE IN RESOLVED BY THE BOARD OF SUPERVISORS OF TIIE COUNTY OF BU'I"I'E AS FOLLOWS: SECTION 1. Purpose of the Bonds. The Series 2002A Bonds of the District shall be issued in the name and on behalf of the District in an aggregate Principal Amount not to exceed $30,000,000 for some or all of the purposes authorized by the voter-approved proposition (collectively, the "Projects"). SECTION 2. Terms and Conditions of Sale. This Resolution is adopted pursuant to the provisions of the Authorizing Law. The Series 2002A Bonds shall be sold at a negotiated sale pursuant to the Authorizing Law in accordance tivith the terms of this Resolution and the Purchase Contract described in Section 3 below. SECTION 3. Approval of Purchase Contract. "I1~e form of Purchase Contract (the "Purchase Contract"}, by and among the County, the District and Salomon Smith Barney {the "Underwriter"}, for the purchase and sale of the Series 2002A Bonds, is hereby approved substantially in the form attached hereto as Exhibit B. "The Treasurer-'l'ax Collector of the County {the "Treasurer"), ar designated deputy thereof, is hereby authorized to execute and deliver the Purchase Contract on behalf of the County, but with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designated deputy thereof, may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided, however, that the Series 2002A Bonds shall mature no later than statutorily authorized, the maximum true interest cost on the Series 2002A Bonds for the issue as a whole shall, not exceed a true interest cost of 8`% and the Undertivriter's discount, excluding original issue discount and any costs of issuance paid by the Underwriter from proceeds of the Series 2002A Bonds, shall not exceed l.l% of the aggregate principal amount of the Series 2002A Bonds issued. The Underwriter shall be entitled for reimbursement of their expenses to a maximum amount of $15,000. The District Supc:rintendentiPresident, or her designee, shall determine the final principal amount of the Series 2002A Bonds, not to exceed 530,000,000. "I'he Treasurer, or his designee or deputy, is, folloGVing direction from authorized officers of the District, authorized and directed to negotiate with the Underwriter the interest rates on the Bonds and the purchase price of the Bonds to be paid by the Underwriter. SECTION 4. Certain Detinitions. As used in this Resolution, the terms set forth below shall have the meanings ascribed to them: "Accreted Interest" means, with respect to the Capital Appreciation Bonds, the Accreted Value thereof minus the Principal Amount thereof as of the date of calculation. "Accreted Value" means with respect to the Capital Appreciation Bonds, as of the date of calculation, the Principal Amount thereof, plus Accreted Interest thereon to such date of calculation, compounded from the Date of Issuance at the stated yield to maturity thereof stated in the Purchase Contract on each February 1 and August 1, assuming that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. "Authorizing Law" means, collectively, (i) Chapter 1.5, Part 10, Division 1, of Title 1 of the California Education Code of the State of California (commencing with Section 15100), as amended, and (ii) Article YIIIA of the California Constitution. "Authorized Representative of the District" means each of the Superintendent/President and the Vice President, Administration of the District and their designees. "Board" means the Board of Supervisors of the County. DOCSSF\30767v4\23356.0001 "Bond Insurer" means any insurance company which issues a municipal bond insurance policy insuring the payment of Principal Amount and Accreted Interest of and interest on the Series 2002A Bonds. "Bond Obligation" means, from time to time as of the date of calculation, with respect to any Current Interest Bond, the Principal Amount thereof and, with respect to any Capital Appreciation Bond, the Accreted Value thereof. "Bond Payment Date" means, with respect to the Current Interest Bonds, February 1 and August 1 of each year commencing on the February l or August 1 specified in the Purchase Contract with respect to the interest on the Current Interest Bonds and tivith respect to the Principal payments on the Current Interest Bonds, on the dates provided in the Purchase Contract, and, with respect to the Capital Appreciation Bonds, the stated maturity dates thereof, as specified in the Purchase Contract. "Bond Register" means the listing of names and addresses of the current registered owners of the Bonds, as maintained by the Paying Agent in accordance with Section 10 hereof. "Building Fund" means the Butte-Glenn Community College District General Obligation Bond Building Fund, Series 2002A established pursuant to Section 1~ of this Resolution. "Business Day" means a day which is not a Saturday, Sunday or a day on which banking institutions in the State or the State of New York and the New York Stock Exchange are authorized or required to be closed. `"Capital .Appreciation Bonds" means the Series 2002A Bonds the interest component of which is compounded semi-annually on each February 1 and August 1 to maturity as shown in the table of Accreted Value for such Series 2002A Bonds in the Purchase Contract. "Capital Appreciation Term Bonds" means those Capital Appreciation Bonds for which mandatory sinking fund redemption dates have been established in the Purchase Contract. "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the District in connection with the delivery of the Series 2002A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. '`Costs of Issuance" means all of the costs of issuing the Series 2002A Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Resolution, the Series 2002A Bonds and the Official Statement pertaining to the Series 2002A Bonds and any and all other agreements, instruments, certificates or other documents prepared in connection therewith; financial advisory fees; underwriter's fees; rating agency fees; auditor's fees; CUSIP service bureau charges; legal fees and expenses of counsel with respect to the financing; the initial fees and expenses of the Paying Agent; fees far credit enhancement relating to the Bonds; and other fees and expenses incurred in connection with the issuance of the Series 2002A Bonds or the implementation of the financing for the Projects, to the extent such fees and expenses are approved by the District. "Costs of Issuance Fund" means the Butte-Glenn Community College District General Obligation Costs of Issuance Fund, Series 2002A established pursuant to Section 14 of this Resolution. 3 I70CSSF\30767v4~24356.0001 "County" means the County of Butte, California. "Current Interest Bonds" means the Series 2002A Bonds the interest on which is payable on each Bond Payment Date specified for each such Series 2002A Bond as designated and maturing in the years and in the amounts set forth in the Purchase Contract. "Current Interest Term Bonds" means those Current Interest Bonds, if any, for which mandatory sinking fund redemption dates have been established in the Purchase Contract. "Date of Issuance" means the date on which the Series 2002A Bonds are delivered to the underwriter thereof. "Debt Service Fund" means the Butte-Glenn Community College District General Obligation Bond Debt Service Fund, Series 2002A, established pursuant to Section 14 of this Resolution. "Depository" means the securities depository acting as Depository pursuant to Section 12 hereof. "District" means the Butte-Glenn Community College District. "DTC" means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York in its capacity as securities depository for the Series 2002A Bonds. "Informational Services" means Financial Information, Inc.'s Financial Daily Called Bond Service; Standard & Poor's J.7. Kenny Information Services; Moody's Municipal and Government; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the District may specify in a certificate to the County and the Paying Agent or as the Paying Agent may select. "ltilaturity Value" means the Accreted Value of any Capital Appreciation Bond on its maturity date. "Nominee" means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to Section 12 hereof. "Outstanding", when used with reference to the Series 2002A Bonds, means, as of any date, Series 2002A Bonds theretofore issued or thereupon being issued under this resolution except: (a} Series 2002A Bonds canceled at or prior to such date; {b) Series 2002A Bonds in lieu of or in substitution for which other Series 2002A Bonds shall have been delivered pursuant to Section 10 hereof; or (c} Series 2002A Bonds for the payment or redemption of which funds or Federal Securities in the necessary amount shall have been set aside (whether on or prior to the maturity or redemption date of such Series 2002A Bonds), in accordance with Section 16 or 17 of this Resolution. "Owner" means the registered owner of a Series 2002A Bond as set forth on the registration books maintained by the Paying Agent pursuant to Section 10 hereof. 4 DOCSSF\30767v4~2435b.6001 "Participants" means those broker-dealers, banks and other financial institutions from time to time for which the Depository holds book-entry certificates as securities depository. "Paying Agent" means the financial institution identified in the Official Statement, or any successor thereto designated in accordance with Section S hereof to act in such capacity. "Principal" or "Principal Amount" means, with respect to any Series 2002A Bonds, the principal amount thereof as specified in the Purchase Contract. "Projects" shall have the meaning given to that term in Section I of this Resolution. "Projects Costs" means all of the expenses of and incidental to the construction andlor acquisition of the Projects, including Costs of Issuance. "Purchase Contract" means the Contract of Purchase by and among the County, the District and the Underwriter relating to the Series 2002A Bonds. "Rebate Fund" means the Butte-Glenn Community College District General Obligation Rebate Fund, Series 2002A, established pursuant to Section I4 of this Resolution. "Record Date" means, with respect to the Current Interest Bonds, the close of business on the fifteenth day of the month preceding each Bond Payment Date. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Telephone: (516) 227-4039; Facsimile transmission: (516} 227-4190, or any successors thereto, or such additional entities as are specified, in writing, by the District to the County and the Paying Agent from time to time. "Series 2002A Bonds" means the Butte-Glenn Community College District General Obligation Bonds, Election of 2002, Series 2002A, issued and delivered pursuant to this Resolution. "Supplemental Resolution" means any resolution supplemental to or amendatory of this Resolution, adopted by the County in accordance with Section 24 hereof. "Tax Certificate" means the certificate by that name executed by the District on the date of issuance of the Series 2002A Bonds. "Transfer Amount" shall mean, with respect to any Outstanding Current Interest Bond, the aggregate Principal Amount and, with respect to any Capital Appreciation Bond, the Maturity Value. "Treasurer" means the Treasurer-Tax Collector of the County and such other persons as may be designated by the Treasurer-"Tax Collector to act on his behalf. "Undertivriter" means Salomon Smith Barney. 5 DOCS3F\30767v4\24356.OO01 SECTION 5. Designation and Terms of the Series 2002A Bonds. (a) An issue of bonds entitled to the benefit, protection and security of this Resolution is hereby authorized in an initial aggregate Principal Amount not to exceed $30,000,000. Such Bonds shall be general obligations of the District, payable as to Principal, premium, if any, and interest from rtd valorem taxes to be levied upon all of the taxable property in the District. The Series 2002A Bonds shall be designated 'Butte-Glenn Community College District General Obligation Bonds, Election of 2002, Series 2002A." The Series 2002A Bonds may be issued as Current Interest Bonds andlor Capital t~ppreciation Bonds as set forth in the Purchase Contract, subject to the provisions of this Resolution. (b) The Series 2002A Bonds shall be issued in fully registered form, without coupons, in the denominations of, with respect to the Current Interest Bonds, $5,000 Principal Amount or any integral multiple thereof, and with respect to the Capita]. Appreciation Bonds, $5,000 Maturity Value, or any integral multiple thereof; provided that one Capital Appreciation Bond may be issued in an odd Maturity Value and one Current Interest Bond may be issued in a Principal Amount in excess of $5,000. (c) Each Current Interest Bond shall mature in the years and be issued in the Principal Amounts as set forth in the Purchase Contract. Each Current Interest Bond shall be dated as set forth in the Purchase Contract and shall bear interest from the Bond Payment Date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the month next preceding any Bond Payment Date to that Band Payment Date, inclusive, in which event it shall bear interest from such Bond Payment Date, or unless it is authenticated on or before the first Record Date, in which event it shall bear interest from its dated date; provided, however, that, if at the time of registration of any Current Interest Bond interest with respect thereto is in default, interest with respect thereto shall be payable from the Bond Payment Date to which interest has previously been paid or made available for payment. (d} Each Capital Appreciation Bond shall be dated and shall accrete Accreted Interest from its Date of Issuance. Capital Appreciation Bonds 4vi11 not bear interest on a current basis. The Capital Appreciation Bonds shall mature in the years and shall be issued in the aggregate Principal Amount set forth in the Purchase Contract and shall accrete interest at the rate or rates and shall have Principal Amounts per each five thousand dollars (5,000) in Maturity Value as shown in the Accreted Value Table contained in Appendix A to the Purchase Contract; rop vided, that in the event that the amount show7~ in such Accreted Value Table and the Accreted Value calculated by the County or the Paying Agent by application of the definition of Accreted Value set forth in this Section ~ differ, the latter amount shall be the Accreted Value of such Capital Appreciation Bond. SECTION 6. Execution. The Series 2002A Bonds shall be signed by the Chair or Vice Chair of the Board and the Treasurer, or a deputy of the Treasurer, by their manual or facsimile signatures and countersigned by the manual or facsimile signature of the Clerk of the Board, or by an authorized deputy, all in their official capacities. The County's seal (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise reproduced on each Series 2002A Bond. In case any one or more of the officers who shall have signed or sealed any of the Series 2002A Bonds shall cease to be such officer before the Series 2002A Bonds so signed and sealed shall have been issued by the County on behalf of the District, such Series 2002A Bonds may, nevertheless, be issued, as herein provided, as if the persons who signed or sealed such Series 2002A Bonds had not ceased to hold such offices. No Series 2002A Bond shall be DOCSSF\30767v412435G.0001 valid or obligatory for any purpose or shall be entitled to any security or benefit under this Resolution unless and until the certificate of authentication printed on the Series 2002A Bond is signed by the Paying Agent as authenticating agent. Authentication by the Paying Agent shall be conclusive evidence that the Series 2002A Bond so authenticated has been duly issued, signed and delivered under this Resolution and is entitled to the security and benefit of this Resolution. SECTION 7. Appointment of Paving Agent. (a) The Paying Agent shall act as the authenticating agent, bond registrar, transfer agent and paying agent far the Series 2002A Bonds. All fees and expenses incurred for services of the Paying Agent shall be the sole responsibility of the District. (b) Unless otherwise provided, the office of the Paying Agent designated by the Paying Agent shall be the place for the payment of Principal of, premium, if any, and interest on the Series 2002A Bonds. (c) The Paying Agent, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document furnished to it pursuant to any provision of this Resolution, shall examine such instrument to determine whether it conforms to the requirements of this Resolution and shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Paying Agent may consult with counsel, who may or may not be counsel to the District, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Resolution in good faith and in accordance therewith. (d) The District shall pay to the Paying Agent from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. In no event shall the County be required to expend its own funds hereunder. SECTION 8. Resignation or Removal of Paying Agent and Appointment of Successor. (a) The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the District and the County. I'he Paying Agent may be removed at any time by an instrument filed with such Paying Agent and the County and signed by the District. A successor Paying Agent shall be appointed by the District with the written consent of the Treasurer, which consent shall not be unreasonably withheld, and shall be a bank or trust company organized under the laws of any state of the United States, a national banking association or any other financial institution, having capital stock and surplus aggregating at least 50,000,000 and doing business in the State and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and obligations hereunder by executing and delivering to the County and the District a written acceptance thereof. Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a successor Paying Agent. (b) In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no successor, to the Treasurer. In the event that for any reason there shall be a 7 DOCSSF\30767v4~?4356.0001 vacancy in the office of the Paying Agent, the Treasurer shall act as such Paying Agent. If the Bonds are no longer held in book-entry form in accordance with Section 12 hereof, the County shall cause the new Paying Agent appointed to replace any resigned or removed Paying Agent to mail notice of its appointment and the address of its principal corporate trust office to all registered Owners. SECTION 9. Yayment of Principal and Interest. The principal of and interest on the Series 2002A Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent as paying agent. Principal of the Current Interest Bonds and the Maturity Value of the Capital Appreciation Bonds shall be payable when due upon presentation and surrender of the Series 2002A Bands at the corporate trust office of the Paying Agent which has been designated by the Paying Agent for purposes of paying the Principal and Maturity Value of the Series 2002A Bonds. Interest on Current Interest Bonds shall be paid on each Bond Payment Date by check mailed by first class mail to the person in whose name the Series 2002A Bond was registered, and to that person's address appearing on the Bond Register (as described in Section 10 below) at the close of business on the Record Date. The Owner of an aggregate Principal Amount of Current Interest Bonds of $1,000,000 or more may request in writing to the Paying Agent that such Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of any Record Date. Payments of Principal and redemption premiums, if any, with respect to the Current Interest Bands, and the payments of Maturity Value and redemption premiums, if any, with respect to Capital Appreciation Bonds, shall be payable at maturity or redemption upon surrender at the principal corporate trust office of the Paying Agent. The Paying Agent is hereby authorized to pay the Series 2002A Bonds tivhen duly presented for payment at maturity, and to cancel al] Series 2002A Bonds upon payments thereof. THE SERIFS 2002A BONDS ARE THE GENERAL OBLIGATIONS OF THE DISTRICT AND DO NOT CONSTITUTE AN OBLIGATION OF THE COUNTY OF BUTTE, CALIFORNIA. NO PART OF ANA' FUND OR 1~10NEYS OF THE COUNTY" OF BUTTE, CALIFORNIA IS PLEDGED OR OBLIGATED TO THE PAYMENT OF THE SERIES 2002A BONDS. SECTION 10. Bond Registration and Transfer. So long as any of the Series 2002A Bonds remain outstanding, the District will cause the Paying Agent to maintain and keep at its principal office all books and records necessary for the registration, exchange and transfer of the Series 2002A Bonds as provided in this Section. Subject to the provisions of Section 12 below, the person in whose name a Series 2002A Bond is registered on the Bond Register shall be regarded as the absolute owner of that Bond for all purposes of this Resolution. Payment of or on account of the Principal of and interest on any Series 2002A Bond shall be made only to or upon the order of that person; neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series 2002A Bonds, including interest, to the extent of the amount or amounts so paid. Any Series 2002A Bond may be exchanged for Series 2002A Bonds of like tenor, maturity and Transfer Amount upon presentation and surrender at the principal office of the Paying Agent, together with a request for exchange signed by the registered Otivner or by a person legally empowered to do so in a farm satisfactory to the Paying Agent. A Series 2002A Bond may be transferred only on the Bond Register by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Series 2002A Bond for cancellation at the office of the Paying Agent, accompanied by DOCSSE130767vd~24356.0001 delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Upon exchange or transfer, the Paying Agent shall register, authenticate and deliver a new Series 2002A Bond or Series 2002A Bonds of like tenor and of any authorized denomination or denominations requested by the Owner equal to the Transfer Amount of the Series 2002A Bond surrendered and bearing or accreting interest at the same rate and maturing on the same date. Capital Appreciation Bonds and Current Interest Bonds may not be exchanged for one another. If manual signatures on behalf of the County are required, the Paying Agent shall undertake the exchange or transfer of Series 2002A Bonds only after the new Series 2002A Bonds are signed by the authorized officers of the County. In all cases of exchanged or transferred Series 2002A Bonds, the County shall sign and the Paying Agent shall authenticate and deliver Series 2002A Bonds in accordance with the provisions of this Resolution. All fees and casts of transfer shall be paid by the transferor. Those charges may be required to be paid before the procedure is begun for the exchange or transfer. All Series 2002A Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt, and entitled to the same security and benefit under this Resolution as the Series 2002A Bonds surrendered upon that exchange or transfer. Any Series 2002A Bond surrendered to the Paying Agent for payment, retirement, exchange, replacement or transfer shall be cancelled by the Paying Agent. The District and the County may at any time deliver to the Paying Agent for cancellation any previously authenticated and delivered Series 2002A Bonds that the District and the County may have acquired in any manner whatsoever, and those Series 2002A Bonds shall be promptly cancelled by the Paying Agent. Written reports of the surrender and cancellation of Series 2002A Bonds shall be made to the District and the County by the Paying Agent at least twice each calendar year, The cancelled Series 2002A Bonds shall be retained for a period of time and then returned to the District or destroyed by the Paying Agent as directed by the District. Neither the District, the County nor the Paying Agent will be required (a) to issue or transfer any Series 2002A Bonds during a period beginning with the opening of business on the 15th business day next preceding either any Bond Payment Date or any date of selection of Series 2002A Bonds to be redeemed and ending with the close of business on the Bond Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any Series 2002A Bonds which have been selected or called for redemption in whole or in part. In case any Series 2002A Bond secured hereby shall become mutilated or destroyed, stolen or lost, the Paying Agent shall cause to be executed and authenticated a new Series 2002A Bond of like date and tenor in exchange and substitution for and upon the cancellation of such mutilated Series 2002A Bond or in lieu of and in substitution for such Series 2002A Bond mutilated, destroyed, stolen or lost, upon the Owner's paying the reasonable expenses and charges in connection therewith, and, in the case of a Series 2002A Bond destroyed, stolen or lost, such Owner's filing with the Paying Agent and the County of evidence satisfactory to them that such Series 2002A Bond was destroyed, stolen or lost, andlor such Owner's ownership thereof and furnishing the Paying Agent, the County and the District with indemnity satisfactory to each of them. Any new Series 2002A Bonds issued pursuant to this Section 10 in substitution for Series 2002A Bonds alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the District, whether or not the Series 2002A Bonds so alleged to be destroyed, stolen or lost are at any time enforceable by anyone, and shall be equally secured by and entitled to equal and proportionate benefits with all other Series 2002A Bonds issued under this Resolution in any moneys or securities held by the Paying Agent for the benefit of the Owners of the Series 2002A Bonds. 9 DOCSSF\30767v4~2~1356.0001 SECTItJN 11. Redemption. (a) Terms of Redemption. The Series 2002A Bonds shall be subject to redemption prior to maturity as provided in the Purchase Contract. (b) Selection of Bands for Redemption. Whenever provision is made in this Resolution for the redemption of Series 2002A Bonds and less than all Outstanding Series 2002A Bonds are to be redeemed, the Paying Agent, upon written instruction, shall select Series 2002A Bonds for redemption in inverse order of maturity. Within a maturity, the Paying Agent shall select Series 2002A Bonds for redemption by lot. Redemption by lot shall be in such manner as the Paying Agent shall determine; rop vided, however, that the portion of any Current Interest Bond to be redeemed in part shall be in the Principal Amount of $5,000 or any integral multiple thereof and the portion of any Capital Appreciation Bond to be redeemed in part shall be in integral multiples of the Accreted Value per 5,000 1~laturity Value of such Capital Appreciation Bond. (e) Notice of Redemption. When redemption is authorized ar required pursuant to this Resolution, the Paying Agent shall give notice (a "Redemption Notice") of the redemption of the Series 2002A Bonds by first class mail, postage prepaid to each Owner of the Series 2002A Bonds at the addresses appearing on the Bond registration books at least 30 but not more than 60 days prior to the redemption date; provided, however, that the Paying Agent shall give a notice of optional redemption only if it has first received a written notice from the District at least 60 days prior to the Bond Payment Date, or such later date as is acceptable to the Paying Agent, instructing the Paying Agent to mail such a notice. Such Redemption Notice shall specify: (a) the Series 2002A Bonds or designated portions thereof (in the case of redemption of the Series 2002A Bonds in part but not in whale) which are to be redeemed, (b) the date of redemption, (c) the place or places where the redemption will be made, including the name and address of the Paying Agent, (d) the redemption price, (e) the CUSIP numbers (if any) assigned to the Series 2002A Bonds to be redeemed, (~ the numbers of the Series 2002A Bonds to be redeemed in whole or in part and, in the case of any Series 2002A Bond to be redeemed in part only, the Principal Amount or Accreted Value, as applicable, of such Series 2002A Bond to be redeemed, and (g) the original issue date, interest rate and stated maturity date of each Series 2002A Bond to be redeemed in whole or in part. Such Redemption Notice shall further state that on the specified date there shall become due and payable upon each Series 2002A Bond or portion thereof being redeemed the Principal Amount thereof and applicable premium, if any, together with the interest accrued or accreted to the redemption date, and that from and after such date, interest with respect thereto shall cease to accrue or accrete in value. In case of the redemption as permitted herein of all the outstanding Series 2002A Bonds of any one maturity, then outstanding, notice of redemption shall be given by mailing as herein provided, except that the Redemption Notice need not specify the serial numbers of the Series 2002A Bonds of such maturity. Neither the failure of an Owner to receive a Redemption Notice mailed nor any defect in any Redemption Notice given shall affect the sufficiency of the proceedings for the redemption of the Series 2002A Bonds. (d) Additional Notice. In addition to the Redemption Notice given pursuant to Section 1 1(e), further notice shall be giving by the Paying Agent as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any 10 DOCSSF\30767x4\24356.0001 manner defeat the effectiveness of a cal] for redemption if notice thereof is given as above prescribed. Each Redemption Notice shall be sent at least thirty (30} days before the redemption date by registered or certified mail ar overnight delivery service to each of the Securities Depositories which are then in the business of holding substantial amounts of obligations of types comprising the Series 2002A Bonds and to one or more of the Informational Services that disseminate notice of redemption of obligations similar to the Series 2002A Bonds or, in accordance with the then-current guidelines of the Securities and Exchange Commission, such other securities depositories and services providing information on called bonds, or such securities depositories and services, as the District may designate in a certificate delivered to the Paying Agent. (e) CUSIP Numbers. Upon the payment of the redemption price of Series 2002A Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 2002A Bonds being redeemed with the proceeds of such check ar other transfer. (f} Payment of Redeemed Series 2002A Bonds. When notice of redemption has been given substantially as provided for herein, and, when the amount necessary for the redemption of the Series 2002A Bonds called for redemption (Principal, interest, Accreted Value and premium, if any) is set aside far that purpose in the Debt Service Fund, as provided herein, the Series 2002A Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof and upon presentation and surrender of said Series 2002A Bonds at the place specified in the notice of redemption with the form of assignment endorsed thereon executed in blank, said Series 2002A Bonds shall be redeemed and paid at the redemption price out of the Debt Service Fund. A11 unpaid interest payable at or prior to the redemption date shall. continue to be payable to the respective Owners, but without interest thereon. (g) Partial Redemption of Series 2002A Bonds. Upon the surrender of any Series 2002A Band redeemed in part only, the Paying Agent shall execute and deliver to the Owner thereof a new Series 2002A Bond or Bonds of like tenor and maturity and of authorized denominations equal in Transfer Amount to the unredeemed portion of the Series 2002A Bond surrendered. Such partial redemption shall be valid upon payment of the amount required to be paid to such Owner, and the County and the District shall be released and discharged thereupon from all liability to the extent of such payment. (h) Effect of Notice of Redemption. If on such redemption date, money for the redemption of the Series 2002A Bands to be redeemed as provided in Section 11 hereof, together with interest to such redemption date, shall be held by the Paying Agent so as to be available therefor on such redemption date, and if notice of redemption thereof shall have been given as aforesaid, then from and after such redemption date, interest with respect to the Series 2002A Bonds to be redeemed shall cease to accrue and become payable. (i} Series 2002A Bonds No Longer Outstanding. When any Series 2002A Bonds (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this Resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Paying Agent, in form satisfactory to it, and sufficient moneys shall be held by the Paying Agent irrevocably in trust far the payment of the redemption price of such Series 2002A Bonds or portions thereof, DOCSSF\30767v4\243~6.~001 and, in the case of Current Interest Bonds, accrued interest with respect thereto to the date filed for redemption, all as provided in this Resolution, then such Series'_002A Bonds shall no longer be deemed Outstanding and shall be surrendered to the Pay ing Agent for cancellation. SECTION 12. Book-Entrti• Sti~stem. (a} The Series 2002A Bonds shall be initially executed and delivered in the form of a single, fully registered Series 2002A Bond for each maturity (which may be typewritten). Upon initial execution and delivery. as provided for herein, the ownership of such Series 2002A Bond shall be registered in the Bond Register in the name of the Depository or the nominee (the °Nominee"'} of the Depositor. and its successors and assigns. Except as hereinafter provided, al] of the outstanding Series 2002A Bonds shall be registered in the Bond Register in the name of the Nominee of the~Depository. which may be the Depositor-ti, as determined from time to time pursuant to the Section. Each Series 2002A Bond certificate shall bear a legend substantially to the following effect: ~~I1;v"LESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN TFIE RESOLUTION) TO THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCH_1NGE, OR PAYh1ENT, AND ANY BOND ISSUED IS REGISTERED [N THE NAME OF CEDE & CO. OR IN SUCH OTHER NAyiE AS IS REQLESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY {AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS [S REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR. VALUE OR OTHERWISE BY OR TO ANY PERSON IS ~~'RONGFUL INASMUCH AS THE REGISTERED OWNER FIEREOF. CEDE & CO., HAS AN INTEREST HEREIN." With respect to the Series 2002A Bonds registered in the Bond Register in the name of the Nominee, neither the County. the District nor the Paying Agent shall have any responsibility or obligation to any broker-dealers. banks and other financial institutions from time to time for which the Depository holds Series 2002A Bonds as securities depository (the "Participant") or to any person on behalf of which such a Participant holds an interest in the Series 2002A Bonds. b'4'ithout limiting the immediately preceding sentence. neither the County, the District nor the Paying Agent shall have any responsibility or obligation (unless the District is at such time the Depository) with respect to (i) the accuracy of the records of the Depository. the Nominee, or any Participant with respect to am ownership interest in the Series 2002A Bonds, (ii) the delivery to any Participant or anv other person, other than an Owner of a Series 2002A Bond as shown in the Bond Register, of any notice with respect to the Series 2002A Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in the Series 200?.<1 Bonds to be redeemed in the event the District redeems the Series 2002A Bonds in part, or {iv) the payment to any Participant or any other person, other than an Owner of a Series 2002A Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Series 2002A Bonds. The County. the District and the Paying Agent may treat and consider the person in whose name each Series 2002A Bond is registered in the Bond Register as the holder and absolute Owner of such Series 2002A Bond far the purpose of payment of the Principal of, interest and Accreted Value with respect to such Series 2002A Bond, for the purpose of giving notices of redemption, if applicable, and other matters with respect to such Series 2002A Bond, far the purpose of registering transfers with respect to such Series 2002A Bond, and for all other purposes whatsoever. The Paying Agent shall pay all Principal of, interest and Accreted Value on the Series 2002A Bonds only to or upon the order of the respective Owner of the Series 2002A Bond. as shown in the Bond Register, or his respective attorney duly authorized in writing, and all such payments shall be 12 DOCSSF130767v4\243 ~ 6.OOQ l valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of and interest on the Series 2002A Bonds to the extent of the sum or sums so paid. No person other than an OwPner of a Series 2002A Bond, as shown in the Bond Register, shall receive a Series 2002A Bond evidencing the obligation of the District to make payments of principal and interest. Upon delivery by the Depository to the Owners of the Series 2002A Bonds, and the District of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Resolution shall refer to such nominee of the Depository. (b) In order to qualify the Series 2002A Bonds for the Depository's book-entry system, the District is executing and delivering to the Depository a Representation Letter. The execution and delivery of the Representation Letter shall not in any way limit the provisions of this Section or in any other way impose upon the District any obligation whatsoever with respect to persons having interests in the Series 2002A Bonds other than the owners of the Series 2002A Bonds, as showm on the Bond Register. In addition, to the execution and delivery of the Representation Letter, the District shall take such other actions, not inconsistent with this Resolution, as are reasonably necessary to qualify the Series 2002A Bonds for the Depository's book-entry program. (c) If at any time the Depository notifies the County and the District that it is unwilling or unable to continue as Depository with respect to the Series 2002A Bonds or if at any time the Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Depository is not appointed by the Treasurer within 90 days after the County and the District receive notice or become aware of such condition, as the case may be, subsection {a) hereof shall no longer be applicable and the Treasurer shall issue bonds representing the Series 2002A Bonds as provided below. In addition, the County and the District may determine at any time that the Series 2002A Bonds shall no longer be represented by book-entry securities and that the provisions of subsection (a) hereof shall no longer apply to the Series 2002A Bonds. In any such event, the Treasurer shall execute and deliver certificates representing the Series 2002A Bonds as provided below. Series 2002A Bonds issued in exchange for book-entry securities pursuant to this subsection (c) shall be registered in such names and delivered in such denominations as the Depository shall instruct the County and the District. The Treasurer shall deliver such bonds representing the Series 2002A Bonds to the persons in whose names such Bonds are so registered. If the County and the District determine to replace the Depository with another qualified securities depository, the County and the District shall prepare or cause to be prepared new fully- registered book-entry securities for each of the maturities of the Series 2002A Bonds, registered in the name of such successor or substitute securities depository or its nominee, or make such other arrangements as are acceptable to the County, the District and such securities depository and not inconsistent with the terms of this Resolution. (d) Nottivithstanding any other provisions of this Resolution to the contrary, so long as any Series 2002A Bond is registered in the name of the Nominee, all payments with respect to Principal of, and interest on such Series 2002A Bond and all notices with respect to such Series 2002A Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instnicted by the Depository and acceptable to the District. (e) The initial Depository under this Section shall be DTC. The initial Nominee shall be Cede &Co., as Nominee of DTC. 13 DOCSSE\30767v4\2436.0001 SECTION 13. Forms of Bonds. The Series 2002A Bonds shall be in substantially the forms as shown in Exhibit C hereto; provided, however, that those officials executing the Series 2002A Bonds are hereby authorized to make the insertions and deletions necessary to conform the Series 2002A Bands to this Resolution, the Purchase Contract and the Official Statement and to correct any defect or inconsistent provision therein or to cure any ambiguity or omission therein. SECTION 14. Deuosit of Proceeds of Series 2002~- Sonds; Creation of Funds. (a) "hhe proceeds from the sale of the Series 2002A Bonds, to the extent of the Principal Amount thereof, shall be paid to the County to the credit of the fund hereby created and established and to be known as the "Butte-Glenn Community College District General Obligation Bond Building Fund, Series 2002A" (the "Building Fund"} of the District, which shall be accounted for separately and distinctly from all other District and County funds. Such proceeds shall be used solely for the purpose for which the Series 2002A Bonds are being issued and shall be applied solely to authorized purposes which relate to the Projects. Any amounts that remain in the Building Fund at the completion of the Projects, at the written direction of the District, shall be transferred to the Debt Service Fund to be used to pay the Principal of, premium, if any, and interest on the Bonds, subject to any conditions set forth in the Tax Certificate. (b} Any premium received by the District from the sale of the Series 2002A Bonds, if any after all or a portion of Undervtiriter's discount and Costs of Issuance are paid, and the accrued interest on the Series 2002A Bonds shall be accounted for separately and distinctly in the fund hereby created and established and to be designated as the "Butte-Glenn Community College District General Obligation Bond Debt Service Fund, Series 2002A" (the "Debt Service Fund") for the Series 2002A Bonds. Amounts in the Debt Service Fund shall be used only far payments of Principal, premium, if any, and interest on the Series 2002A Bonds. All ad valorem taxes levied for the purposes described in Section 15 hereof shall be deposited upon collection and apportionment by the County into the Debt Service Fund and used for the payment of the Principal of, premium, if any, and interest on the Series 2002A Bonds. On the Business Day immediately preceding each Band Payment Date, if the Paying Agent is not the Treasurer, and on the Bond Payment Date if the Paying Agent is the Treasurer, the District shall transfer or cause to be transferred from the Debt Service Fund to the Paying Agent, an amount, in immediately available funds, sufficient to pay all the Principal of, premium, if any, and interest on the Series 2002A Bonds (collectively, the "Debt Service") on such Bond Payment Date. Debt Service on the Series 2002A Bonds shall be paid by the Paying Agent in the manner provided by law for the payment of Debt Service. If, after payment in full of the Series 2002A Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. (c) There is hereby created and established a "Butte-Glenn Community College District General Obligation Bond Rebate Fund, Series 2002A" (the "Rebate Fund"). The County shall from time to time receive funds from the District for deposit into the Rebate Fund as required to enable the District to comply with the requirements of Section 148(f) of the Cade. The District shall instruct the County, in wziting, as to the method of investing and disbursing funds held in the Rebate Fund to the United States Treasury. The County agrees to comply with such instructions of the District. Any money remaining in the Rebate Fund after the payment in full of the Series 2002A Bonds, either at maturity or earlier redemption, and the payment to the United States Treasury of any amounts required pursuant to Section 148(f) of the Code, and any regulations thereunder, shall be transferred to the Building Fund, or if the Building Fund is not then in the existence, shall be transferred to the general fund of the District. The County shall 1~ DOCSS F\30767v41~?d356.0001 have no liability or obligation with respect to the required deposits to or disbursements from the Rebate Fund, which shall remain the sole responsibility of the District. (d} Interest earned on the investment of monies held in the Debt Service Fund shall be retained in the Debt Service Fund, interest earned on the investment of monies held in the Building Fund shall be retained in the Building Fund, interest earned on the investment of monies held in the Costs of Issuance Fund shall be transferred and credited to the Building Fund and interest earned on the investments in the Rebate Fund shall be retained in the Rebate Fund. (e) There shall hereby be created and established the "Butte-Glenn Community College District General Obligation Bond Costs of Issuance Fund, Series 2002A" (the "Costs of Issuance Fund") which shall be accounted for separately and distinctly from all other District and County funds and accounts. Upon direction from an Authorized Representative of the District, the Treasurer shall transfer from the Building Fund and deposit in the Casts of Issuance Fund an amount not to exceed two percent (2°l0) of the initial principal amount of the Series 2002A Bonds. Monies held in the Costs of Issuance Fund shall be applied, upon direction from an Authorized Representative of the District, solely to pay Costs of Issuance. Upon direction from an Authorized Representative of the District amounts held in the Costs of Issuance Fund shall be transferred from the Costs of Issuance Fund and deposited in the Building Fund. (f) If at any time it is deemed necessary or desirable by the District, upon the written direction of the District, the County may establish additional funds under this Resolution andlor accounts within any of the funds or accounts established hereunder. SECTION 1~+. Security for the Series 2002A Bonds; Tax Levy. There shall be levied annually on all the taxable property in the District, in addition to all other taxes, a continuing direetad v~ilorern tax during the period the Series 2002A Bonds are Outstanding in an amount sufficient, together with moneys on deposit in the Debt Service Fund and available for such purpose, to pay the Principal of, premium, if an_y, and interest on the Series 2002A Bonds when due. The tales collected for the Series 2(702A Bonds will be placed in the Debt Service Fund of the District, which taxes, together with the amounts on deposit in the Debt Service Fund, are irrevocably pledged for the payment of the Principal of, premium, if any, and interest on the Series 2002A Bonds when and as due. The Series 2002A Bonds are the general obligations of the District and do not constitute an obligation of the County except as provided in this Resolution. No part of any fund or account of the County is pledged or obligated to the payment of the Series 2002A Bonds or the interest thereon. SECTION 16. Defeasance. The Series 2002A Bonds may be defeased, in whole, prior to maturity in the following ways: (a) by well and truly paying or causing to be paid the Principal, Accreted Value, premium, if any, and interest on all Series 2002A Bonds Outstanding, and when the same become due and payable; (b) by irrevocably depositing with a bank or trust company in escrow an amount of cash which together with amounts then an deposit in the Debt Service Fund, is sufficient to pay all Series 2002A Bonds Outstanding, including all Principal, premium, if any, Accreted Value and interest; or (c) by irrevocably depositing with a bank or trust company in escrow noncallable United States Obligations (defined below), together with cash, if required, in such amount as will, 15 DC)CSSF\30767 v4V 43 56.0001 in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund, together with the interest to accrue thereon, be fully sufficient to pay and discharge all the Series 2002A Bonds Outstanding, including all Principal, premium, if any, Accreted Value and interest due with respect thereto at or before their maturity date or applicable redemption date; then, notwithstanding that any Series 2002A Bands shall not have been surrendered for payment, all obligations of the District, the County and the Paying Agent with respect to all Outstanding Series 2002A Bonds shall cease and terminate, except only the obligation of the County and the Paying Agent to pay or cause to be paid from funds deposited pursuant to paragraphs (a), (b) or (c} of this Section, to the owners of the Series 20Q2A Bonds not so surrendered and paid all sums due with respect thereto and the obligations of the County with respect to the Rebate Fund in accordance with Section 1~ hereof. For purposes of this Section and Section 17, United States Obligations shall mean: Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including (in the case of direct and general obligations of the United States of America) evidence of direct ownership or proportionate interests in future interest or principal payments of such obligations. Investments in such proportionate interest must be limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying United States Obligations; {b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States Obligations; and (c) the underlying United States Obligations are held in a special account, segregated from the custodian's general assets, and are not available to satisfy any claims of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated; provided that such obligations are rated "AAA" by Standard & Poor's and "Aga" by Moody's Investors Service if the Series 2002A Bonds are then rated by Moody's Investors Service. SECTIOti' 17. Partial Defeasanee. A portion of the then-outstanding maturities of the Series 2002A Bonds may be defeased prior to maturity in the following ways: (a) by irrevocably depositing with the County, or a bank or trust company appointed by the County, in escrow, an amount of cash which, together with amounts then on deposit in the Debt Sen~ice Fund available for such purpose, is sufficient to pay the designated Outstanding maturities of Series 2002A Bonds, including all Principal, Accreted Value, interest and premium, i f any; or {b) by irrevocably depasiting with the County, or a bank or trust company appointed by the County or the District, in escrow, nancallable United States Obligations, together with cash, if required, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund available for such purpose, be fully sufficient to pay and discharge the designated Outstanding maturities of Series 2002A Bonds {including all Principal, premium, if any, Accreted Value and interest due with respect thereto at or before their maturity date or applicable redemption date); then, notwithstanding that any of such designated maturities of Series 2002A Bonds shall not have been surrendered for payment, all obligations of the District and the County with respect to such Outstanding maturities of Series 2002A Bonds shall cease and terminate, except only the obligation of the County and the Paying Agent to pay or cause to be paid from funds deposited pursuant to paragraphs (a) 16 DOCSSF\30767v4\24356.0001 or (b) of this Section, to the Owners of the Series 2002A Bonds of such maturities designated far redemption not so surrendered and paid all sums due with respect thereto. For purposes of this Section, United States Obligations shall have the same meaning as set forth in Section 16 hereof. SECTION 18. Continuing Disclosure. The District has covenanted and agreed that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Any Series 2002A Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under the Continuing Disclosure Certificate. SECTION 19. Tax Covenants of the District. The District has covenanted for and on behalf of the Owners that it shall not take any action, or fail to take any action if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the Series 2002A Bonds under Section 103 of the Code. SECTION 20. Arbitrage Covenant. The District has covenanted for and on behalf of the O~~-ners that it will restrict the use of the proceeds of the Series 2002A Bonds in such manner and to such extent, if any, as may be necessary, so that the Series 2002A Bonds will not constitute arbitrage bonds under Section 148 of the Code and the applicable regulations prescribed under that section or any predecessor section. Calculations for determining arbitrage requirements are the sole responsibility of the District. The County hereby covenants that it will follow such written directions as are given to it by the District to restrict the use of the proceeds of the Series 2002A Bonds in such manner and to such extent, if any, as may be necessary, so that the Series 2002A Bonds tivill not constitute arbitrage bonds under Section 14$ of the Code and the applicable regulations prescribed under that section or any predecessor section. SECTION 21. Conditions Precedent. In reliance on the Resolution and the certification of election results of the Registrar of Voters of the County and the Registrar of Voters of Glenn County, this Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series 2002A Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series 2002A Bonds have been performed and have been met, in regular and due form as required by law; that the full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series 2002A Bonds. SECTION 22. Preliminarv Official Statement. The District has agreed to cause a Preliminary Official Statement and a final Official Statement meeting the requirements of Securities and Exchange Commission Rule 15e2-12 to be prepared. SECTION 23. Approval of Actions. The Chair of the Board, Vice Chair of the Board, Clerk of the Board, Treasurer, Assistant Treasurer, Auditor-Controller, and their respective designees, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series 2002A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. 17 f~CSSF130767v4~2d356.0001 SECTION 24. Indemnification. The District shall indemnify, defend and hold harmless the County, including its Board, officers, officials, agents and employees, against the payment of any and all liabilities, losses, costs and expenses (including attorney's fees and court costs), damages and claims which the County, including its Board, officers, officials, agents and employees, may incur in the exercise and performance of its or their powers and duties called for herein which are not due to its or their negligence or bad faith. SECTION 25. Supnlemental Resolutions. (a) This Resolution, and the rights and obligations of the County, the District and of the Owners of the Series 2002A Bonds issued hereunder, may be modified or amended at any time by a Supplemental Resolution adopted by the County, upon the written direction of the District, with the written consent of the Bond Insurer, if any, or, if there is no Band Insurer, then with the written consent of the Owners owning at least 60°lo in aggregate Bond Obligation of the Outstanding Series 2002A Bonds, exclusive of Series 2002A Bonds, if any, owned by the County or the District; provided, however, that no such modification or amendment shall, without the express consent of the Owner of each Series 2002A Band affected, reduce the Principal Amount of any Series 2002A Bond, reduce the interest rate payable thereon, adv°ance the earliest redemption date thereof, extend its maturity or the times far paying interest thereon or change the monetary medium in which Principal and interest is payable, nor shall any modification or amendment reduce the percentage of consents required for amendment or modification. No such Supplemental Resolution shall change or modify any of the rights or obligations of any Paying Agent without its written assent thereto. Notwithstanding anything herein to the contrary, no such consent shall be required if the Owners are not directly and adversely affected by such amendment or modification. (b) This Resolution, and the rights and obligations of the County, the District and of the Owners of the Series 2002A Bonds issued hereunder, may be modified or amended at any time by a Supplemental Resolution adopted by the County, following the written direction of the District, without the tivritten consent of the Owners; (i) To add to the covenants and agreements of the County in this Resolution, other covenants and agreements to be observed by the County which are not contrary to or inconsistent with this Resolution as theretofore in effect; (ii) Ta add to the limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the County which are not contrary to or inconsistent with this Resolution as theretofore in effect; (iii) To confirm as further assurance any pledge under, and the subjection to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds, or to establish any additional funds or accounts to be held under this Resolution, (iv) To cure any ambiguity, supply any omission, or cure to correct any defect or inconsistent provision in this Resolution; or (v) To amend or supplement this Resolution in any other respect, provided such Supplemental Resolution does not adversely affect the interests of the Owners. 18 DOCSSF\30767v4\24356.0001 (c) Any act done pursuant to a modification or amendment so consented to shall be binding upon the Owners of all the Series 2002A Bonds and shall not be deemed an infringement of any of the provisions of this Resolution, whatever the character of such act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution, and after consent relating to such specified matters has been given, no Owner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the County or the District or any officer or agent of either from taking any action pursuant thereto. SECTION 26. Insurance. In the event the District purchases bond insurance for the Series 2002A Bonds, and to the extent that the Bond Insurer makes payment of the Principal, Accreted Value or interest on the Series 2002A Bonds, it shall become the owner of such Series 2002A Bonds with the right to payment of Principal, Accreted Value or interest on the Series 2002A Bonds, and shall be fully subrogated to all of the Owners' rights, including the Owners' rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to claims that were past due interest, the Paying Agent shall note the Bond Insurer's rights as subrogee on the registration books for the Series 2002A Bonds maintained by the Paying Agent upon receipt of a copy of the cancelled check issued by the Bond Insurer or other evidence satisfactory to the Paying Agent of the payment of such interest to the Owners of the Series 2002A Bonds, and {ii) in the case of subrogation as to claims for past due Principal or Accreted Value, the Paying Agent shall note the Bond Insurer as subrogee on the registration books for the Series 2002A Bonds maintained by the Paying Agent upon surrender of the Series 2002A Bonds by the Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer. The Paying Agent shall request payment pursuant to the terms of any bond insurance policy to the extent required to pay the Principal of Accreted Value or interest on the Bonds when due if amounts on depasit in the Debt Service Fund are not adequate far that purpose. SECTION 27. Resolution to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Series 2002A Bonds authorized to be issued hereunder by those who shall otivn the same from time to time, this Resolution shall be deemed to be and shall constitute a contract among the County, the District and the Otivners from time to time of the Series 2002A Bonds; and the pledge made in this Resolution shall be for the equal benefit, protection and security of the Owners of any and all of the Series 2002A Bonds, all of which, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 2002A Bonds over any other thereof. SECTION 28. Notices. A11 notices or communications herein required or permitted to be given to any party shall be given to each of the following parties and shall be given in writing and shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telecopier or by being deposited, postage prepaid, in a post office letter box, to the addresses set forth below, or to such other address as may be provided to the other parties hereinafter listed in writing from time to time, namely: 19 DOCSSF130767v412435G0001 If to the County: County of Butte, California 25 County Center Drive Oroville, California 95965-3384 Attention: Treasurer-Tax Collector If to the Paying Agent: U.S. Bank, N.A. 550 South Hope Street, Suite 500 Los Angeles California 90071 Attention: Corporate Trust Services If to the District: Butte-Glenn Community College District 3536 Butte Campus Drive Oroville, California 95965-3385 Attention: Superintendent~President SECTION 29. Unclaimed tiloneys. Anything in this Resolution to the contrary notwithstanding, any moneys held by the Paying Agent in trust for the payment and discharge of any of the Series 2002A Bonds which remain unclaimed for two (2) years after the date when such Series 2002A Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Paying Agent after said date when such Series 2002A Bonds become due and payable, shall be repaid by the Paying Agent to the District, as its absolute property and free from trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Series 2002A Bond Owners shall look only to the District for the payment of such Series 2002A Bonds; provided, however, that before being required to make such payment to the District, the Paying Agent shall, at the expense of District, cause to be mailed to the Owners of all such Series 2002A Bonds, at their respective addresses appearing on the registration books, a notice that said moneys remain unclaimed and that, after a date in said notice, which date shall not be less than thirty (30) days after the date of mailing such notice, the balance of such moneys then unclaimed will be returned to the District. SECTION 30. Permitted Investments; Valuation. (a} All amounts held in the funds and accounts established hereunder shall be invested by the Treasurer at the direction of the District in any instrument which is a lawful investment for funds of the District. Moneys in the funds created hereunder shall be invested at the direction of the District in any lawful investment permitted by Sections 16429.1 and 53601 of the Government Code of the State of California (the "Government Cade") or in shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests exclusively in investments permitted by Section 53635 of the Government Code, in I,AIF, or in a guaranteed investment contract with a financial institution or insurance company which has at the date of execution thereof one or more outstanding issues of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability rated not lower than the second highest rating category (without regard to subcategories) by Standard & Poor's and Moody's Investors Service. Unless otherwise instructed by the District in writing, amounts held in the funds and accounts established hereunder shall be invested in the Treasurer's Investment Pool. If invested in other than the Investment Pool, amounts in the Debt Service Fund shall be invested in investments maturing not later than the date on which such amounts will be needed to pay the Principal of, Accreted Value and interest on the Series 2002A Bonds. Nothing in this Resolution shall prevent any investment 20 DOCSSF\30767v4\24356.0001 securities acquired as investments of funds held hereunder from being issued or held in book- entry form on the books of the Department of the Treasury of the United States. (b) Obligations purchased as an investment of moneys in any fund or account shall be deemed at all times to be a part of such fund or account. Profits or losses attributable to any fund or account shall be credited or charged to such fund or account. In computing the amount in any fund or account created under the provisions of this Resolution for any purpose provided in this Resolution, obligations purchased as an investment of moneys therein shall be valued at cost, plus, where applicable, accrued interest. 21 DOCSSF\307b7v4\24356.OOO 1 SECTION 3I. Effective Date. phis Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED by the Butte County Board of Supervisors this T~' day of May 2002 by the following vote: AYES: Supervisors Beeler, Dolan, Houx, Yamaguchi and Chair Josiassen NOES: None ABSENT: None NOT VOTING: None CU T JOSIASSEN. Chair Quite County F3oard of Supervisors ATTF_,ST: PAtiL McINTOSH, Chief Administrative Officer and Clerk of the E3oard of Supervisors ~ '~ ~, ;,~ By. , . _, ~ - __ Deputy -7-- 22 CLERK'S CERTIFICATE I, Paul McIntosh, Clerk of the Board of Supervisors (the '`Board') of the County of Butte, do hereby certify that the attached is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on May 7, 2002, and entered in the minutes thereof, of which meeting all the members of the Board had due notice and at which a quorum thereof was present; that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Beeler, Dolan, Houx, Yamaguchi and Chair Josiassen NOES: None ABSTAIN: None ABSENT: None I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. ~ `~ WITNESS my hand this _' day of ^~ . ~~f t ~ f , 200?. J Paul McIntosh Clerk of the Butte County Board of Supervisors EXIIIBIT A [FORIYI OF DISTRICT RESOLUTION] A-1 I}OCS S F1307b7 v41243 56.0001 EXHIBIT B [FOR.'~1 OF PURCHASE CONTRACT] B-1 DOCSSF130767v4124356.0001 EXHIBIT C (FORtiIS OF BONDS) FORhI OF CURRENT INTEREST BOND R- UNLESS THIS BOND IS PRESENTEll BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IlV` THE RESOLUTION) TO THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAi4IE OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE IIEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PEKSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEI3E & CO., HAS AN INTEREST HEREIN. UNITED STATES OF A1~IERICA STATE OF CALIFORNIA (BUTTE COUNTY AND GLENN COUNTY) BUTTE-GLENN CO~IVIUNITY COLLEGE DISTRICT ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES 2002A IN"MEREST RA"I'E: MA"I~URITY DATE: DATED DATE: CUSIP: per annum August 1, 20 , 2002 REGISTERED Ot~VNER: CEDE & CO. PRINCIPAL AMOUNT: AND NO/100 DOLLARS The Butte-Glenn Community College District (the "District") in Butte County and Glenn County, California, for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest Rate stated above, on February 1 and August 1 of each year, commencing February 1, 2003 (each, a "Bond Payment Date"). This bond will bear interest from the Bond Payment Date next preceding the date of authentication hereof unless it is authenticated as of a day during the period from the 16th day of the month next preceding any Bond Payment Date to the Band Payment Date, inclusive, in which event it shall bear interest from such Bond Payment Date, or unless it is authenticated on or before January 15, 2003, in which event it shall bear interest from its Dated Date; provided, however, that, if at the time of registration of this Bond interest with respect hereto is in default, interest with respect hereto shall be payable from the Bond Payment Date to which interest C-1 nOCSS F\30767v4\23356.0001 has previously been paid or made available for payment). Principal and interest are payable in lawful money of the United States of America, without deduction for the Paying Agent services, to the person in whose name this bond {or, if applicable, one or more predecessor bonds) is registered (the "Registered Owner") on the register maintained by the Paying Agent, initially Principal is payable when due upon presentation and surrender of this Bond at the principal office of the Paying Agent. Interest is payable by check mailed by the Paying Agent on each Bond Payment Date to the Registered Owner as shown and at the address appearing on said register at the claw of business an the lath day of the calendar month next preceding that Band Payment Date (the "Record Date"); provided that a Registered Owner of Bonds in the aggregate principal amount of $1,000,000 or more may request in writing to the Paying Agent that the Registered Owner be paid interest by wire transfer to the bank and account number on file with the Paying Agent as of the Record Date. The Bonds have been issued for the purpose of raising money for the repair, improvement, acquisition, construction and equipping of classrooms and school facilities and to pay all necessary legal, financial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite fifty-fiver percent vote of the voters of the District cast at an election held on March ~, 2002, upon the question of issuing bonds in the amount of 584,900,000 and the resolution of the Board of Trustees of the District adopted on April 24, 2002 (the "District Resolution") and the resolution of the Board of Supervisors of the County of Butte (the "County") adopted on May 7, 2002 (the "Bond Resolution"). This Bond and the issue of which this Bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are, under the laws now in force, unlimited as to rate or amount. "hHE BONDS OF THIS ISSUE ARE GENERAL OBLIGATIONS OF TI-IE DISTRICT AND DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY. NO PART OF ANY FUND OR MONEYS OF THE COUNTY IS PLEDGED OR OBLIGATED TO THE PAYMENT OF THE BONDS OF THIS ISSUE. This Bond is exchangeable and transferable for Bonds of other authorized denominations at the principal office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the Paying Agcnt may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. Neither the District, the County nor the Paying Agent wi11 be required (a) to issue or transfer any Bond during a period beginning with the opening of business on the 15th business day next preceding either any Bond Payment Date or any date of selection of Bonds to be redeemed and ending with the close of business on the Band Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any Bond which has been selected or called for redemption in whole or in part. The Bonds maturing on ar before August 1, ,are not subject to redemption. Any Bonds maturing on or after August 1, may be redeemed before maturity at the option of the District, on August 1, or on any Bond Payment Date thereafter as a whole, or in part in inverse order of maturity and by lot within a maturity. For the purposes of such selection, Bonds will be deemed to consist of $5,000 portions, and any such portion may be separately redeemed. Any Bonds called prior to maturity will be redeemed at the following redemption prices, expressed as a percentage of principal amount thereof, together with accrued interest to the date of redemption: C-2 DOCSSF\307b7v41243 X6.0001 Redemption Date Redemption Price August 1, and February 1, August 1, and February 1, August 1, and thereafter The Bonds maturing on August 1, are subject to mandatory sinking fund redemption on the following dates and in the following amounts at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the redemption date, without premium: The Bonds maturing on August 1, are subject to mandatory sinking fund redemption on the following dates and in the following amounts at a redemption price equal to the principal amount to be redeemed, together with accrued interest to the redemption date, without premium: Year Principal Amount August 1) To Be Redeemed If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot at the direction of the District by the Paying Agent in such manner as the Paying Agent in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of ~~,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of such bond by $5,000. The rights and obligations of the County and of the Owners of the Bonds may be modified or amended at any time by a supplemental resolution adapted by the County in certain cases with the written consent of Owners of at least 60°l° in aggregate Bond Obligation of the Outstanding Bonds, exclusive of Bonds, if any, owned by the County and in certain cases without the consent of the Otivners as further specified in the Resolution. Year Principal Amount (August 1) To Be Redeemed C-3 DOCSSF\30767 v4\243 56.0001 Reference is nrtde to the Bond Resolution for a morn complete description of the prop isions. among othors_ ~tiith rispcct to the nature and extent of the sccunri for d~c Bonds of this series the rights. duties and obligations of the District. the C'ount~~. the Paving Agent and the Registered Ow~wrs. and the terms and conditions upon which the Bonds are issued and secured. The Registored Owner of this Bond assents. b~ acceptance hereof. to all of the pru~isions of the Bond Resolution. It is certified and recited that all acts and conditions required of the County b~ the la~~s of th. State of California to exist. to occur and to be performed or to have been met precedent to and in the issuing of the Bonds described herein ~n ordor to make them Icgal. valid and binding general obligation; of the DisU~ict_ hue bccn pe~~urmed and have bccn met in regular and due form as required b~ la~~_ that palmcnt in full for the Bonds has bccn received: and that due provisio^ has bccn made for Ie~~~iig and collecting uc( vcrlurent propcrt~ taxes on all of the Caxable propert~~ ~r~ithiil the Distract u~ an amount sufficient to pa~~ principal and interest ~~i1en duc_ and for levying and collecting such taxes the hill faith and credit of the District arc hcrebti pledged. C--4 u~>cssr 3o~a~~~~ ~-ti;~,.oou~ This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication below has been signed. IN WITNESS WHEREOF, the Board of Supervisors has caused this Band to be executed on behalf of the District, by the facsimile signatures of the Chair of the Board of Supervisors of the County and the Treasurer-Tax Collectar of the County, and to be countersigned by the facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of the County to be affixed hereto, all as of the date stated above. [SEAL] Chair of the Board of Supervisors COUNTERSIGNED: Clerk of the Baard of Supervisors Treasurer-Tax Collector of the County of Butte (FORM OF CERTIFICATE OF AUTHENTICATION) This Bond is the bond described in the Bond Resolution referred to herein, which has been authenticated and registered on as Paying Agent By: Its: Authorized Officer (FORtiI OF LEGAL OPINION) "the following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Clerk of the Board of Supervisors of the County of Butte GS DOCSSF130767v4\24336.0001 (FOIZ'VI OF STATEMENT OF INSURANCE) DO C S S F\307 67 v4\243 56.0001 C-6 (FORM OF ASSIGNMENT) Far value received the undersigned hereby sells, assigns and transfers unto (Name, Address, and Tax Identification or Social Security Number of Assignee} on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor institution. the within-mentioned Bond and hereby irrevocably constitute(s) and appoints} attorney, to transfer the same Note: The signature(s) on this Assignment must correspond with the names as written on the face of the within Bond in every particular without alteration ar enlargement or any change whatsoever. C-~ DOCSSF130767v4\24356.0001 FOR,ti1 OF CAPITAL APPRECIATION BONll REGISTERED NO. UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE RESOLUTION} TO THE BOND REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT I5 MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), AN'Y TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PF.,RSON I5 WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNITED STATES OF AMERICA STATE OF CALIFORITIA (BLT1'F, COUNTY ANll GLENN COUNTY) BUTTE-GLENN COMMUNITY COLLEGE DISTRICT ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIFS 2002A YIELD TO MATURITY: h1_ATURITY DATE: DATE OF ISSUANCE: CUSIP 1, , 200? REGISTERED OWNER: CEDE & CU. PRINCIPAL AMOUNT: MATURITY VALUE: The Butte-Glenn Community College District (the "District") in Butte County and Glenn County, California, for value received, promises to pay to the Registered Owner named above, or registered assigns, the Maturity Value on the Maturity Date, each as stated above. Interest due and payable on the Maturity Date consists of interest compounded from the Date of Issuance at the Yield to Maturity specified above to the Maturity Date, assuming that the sum of such compounded interest and the Principal Amount hereof increases in equal daily amounts on the basis of a 3b0-day year consisting of twelve 30-day months (interest, together with the Principal Amount hereof, being herein called the "Accreted Value"). Accreted Value is payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this Bond (or, if applicable, one or more predecessor bonds) is registered (the "Registered Owner") on the register maintained by the Paying Agent, initially the Accreted Value is payable upon presentation and surrender of this Bond at the principal office of the Paying Agent. C-8 DOCSSF~30767v4\24356.000 The bonds of this issue (the `Bonds") are comprised of $ principal amount of Current Interest Bonds (each a `"Current Interest Bond") and Capital Appreciation Bands (each a "Capital Appreciation Bond"} of which this Bond is a part, in $ Principal Amount and $ IVlaturity Value. The Bonds have been issued for the purpose of raising money for the repair, improvement, acquisition, construction and equipping of classrooms and school facilities and to pay all necessary legal, financial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite fifty-five percent vote of the voters of the District cast at an election held on March 5, 2002, upon the question of issuing bonds in the amount of $84,900,000 and the resolution of the Board of Trustees of the District adopted on April 24, 2002 the "District Resolution") and the resolution of the Board of Supervisors of the County of Butte {the "County"} adopted on May 7, 2002 (the `Bond Resolution"). This Bond and the issue of which this Bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are, under the laws now in force, unlimited as to rate or amount. TFIE BONDS OF TIIIS ISSUE ARE GENERAL OBLIGATIONS OF THE DISTRICT AND DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY. NO PART OF f~NY FUND OR MONEYS OF THE COUNTY IS PLEDGED OR OBLIGATED TO THE PAYMENT OF THE BONDS OF THIS ISSUE. This Bond is exchangeable and transferable for Capital Appreciation Bonds of like tenor, maturity and Transfer Amount (as defined in the Bond Resolution} and in authorized denominations at the principal office of the Paying Agent, by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the Paying Agent may deem and treat the Registered Owner as the absolute owner of this Bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Paying Agent shall be affected by any notice to the contrary. Neither the District, the County nor the Paying Agent will be required (a} to issue or transfer this Bond during a period beginning with the opening of business on the 15th business day next preceding either the Maturity Date or any date of selection of Bonds to be redeemed and ending with the close of business on the Maturity Date or day on which the applicable notice of redemption is given or (b} to transfer any Bond which have been selected or called for redemption in whole or in part. The Capital Appreciation Bonds are not subject to redemption prior to maturity. The rights and obligations of the County and of the Owners of the Bonds may be modified or amended at any time by a supplemental resolution adopted by the County in certain cases with the written consent of Owners of at least 60% in aggregate Bond Obligation of the Outstanding Bonds, exclusive of Bonds, if any, owned by the County and in certain cases without the consent of the Owners as further specified in the Resolution. Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The Registered Owner of this Bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution. C-9 DOCSSE\30767v4\24356.0001 It is certified and recited that all acts and conditions required by the Constitution and laws of the State of California to exist, to occur and to be performed or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the Bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the Bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication below has been signed. IN WITNESS WHEREOF, the Board of Supervisors has caused this Bond to be executed on behalf of the District, in the official capacities and by the facsimile signatures of the Chair of the Board of Supervisors of the County and the Treasurer-"rax Collector of the County, and to be countersigned by the facsimile signature of the Clerk of the Board of Supervisors of the County, and has caused the seal of the County to be affixed hereto, all as of the date stated above. [SEAL] By: Chair of the Board of Supervisors COUNTERSIGNED: Clerk of the Board of Supervisors Treasurer-Tax Collector of the County of Butte C-10 DOC S S F\30767v41243 56.0001 CERTIFICATE OF AUTHENTICATION Z11is Bond is one of the bonds described in the Bond Resolution referred to herein, which has been authenticated and registered on as Paying Agent By: Its: Authorized Officer (FORitiI OF LEGAL OPINIOi~ The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Clerk of the Board of Supervisors of the County of Butte (FORM OF STATEirIENT OF INSURA\CE) C-11 DO C S S F~30767 v4\243 5 6.0001 (FORM OF ASSIGNhIENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address, and TaY Identification or Social Security Number of Assignee) the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Si~mature(s) must be guaranteed by an eligible guarantor institution. Note: The signature(s) on this Assignment must correspond with the names as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. C-12 attorney, to transfer the DOCSS F\30767v4\2435b.0001