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03-116
Resolution No. 03-116 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE, STATE OF CALIFORNIA, PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES A, OF OROVILLE UNION HIGH SCI-TOOL DISTRICT IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED SIX MILLION DOLLARS ($6,000,000) WHEREAS, an election eras duly called and regularly held in the Oroville Union High Scl~taal District {the "District"), County of Butte {the 'County"), State of California., on Noverrrber 5, 2002 {the "Election"), and thereafter canvassed pursuant to laver; and WHEREAS, at such Election there was subrrtitted to and approved by the requisite 55`~ vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set farth in the ballot subrrtitted to the voters, in the rnaxirnurrr principal amount of $10,400,000, payable frorrr the levy of an art vator•ern tax against the taxable property in the District {tl~e `Bonds");and WI-IEREAS, Section 15140 of the Education Code of the State of Califarnia {the "Educatian Cade'') requires that general obligation bonds of a district shall be offered for sale by the Beard of Supervisors of the County, the County Superintendent of ~rhich has jurisdiction aver such district, as soon as possible follov~ring receipt of a resolution adopted by tl~e governing beard ofsuch district; and WHEREAS, the Butte County Superintendent has jurisdiction over the District; and WHEREAS, the District wishes to issue the first series of the Bonds in a principal amount of not-to-exceed $G,000,000; and WHEREAS, the Board of Trustees of the District {rho "Board of Trustees") has duly adopted and submitted to this Board of Sulervisors of the County of Butte (the `Board of Supervisors"), State of California, a resohrtion {the `District Resolution") requesting the Board of Supervisors to sell, in the name and on behalf of tl~e District, bands in the aggregate principal arl~rount of not to exceed Six Million Dollars ($G.000,000) {the "Series A Bonds"); and WHEREAS, this Board of Supervisors desires to r7rake certain deterrrtinations and to authorize the issuance of said Series A Bonds. NOW, THEREFORE, BE IT RESOLVEI} BY TIIE BOARD OF SUPERVISORS OF TI-IE COUNTY OF BUTTE, STATE OF CALIFORMA, AS FOLLOWS: SECTION 1, Purpose of Issue. The District Resolution, adopted on June 18, 2003, together with the exhibits thereto, is incorhorated herein by reference, and all of the provisions thereaf era rrrade a part hereof and shall be applicable to the Series A Bonds herein provided far, except only as otherv<rise specified herein. SECTION 2. Purpose of the Bonds. Series A Bonds of the District shall be issued in the nar7te and on behalf of the District in ~u1 aggregate principal or issue arr~tount of not to exceed $G,000,000 to constrr_rct a librarylmedia center, shop classrooms and 6 permanent classrooms at Oroville High, a gymnasium, Ag Science classrooms, labs and 6 perrrranent classrooms at Las Plumes I-Ilgh, amulti-purpose building at Prospect High, modernize electrical and communication systems at Oroville, Las Plumes and Prospect High, acquire a school site and construct a portable campus at OUHSD Community Day, and for related purposes (the "Project"). SrCTIC)N 3. Certain Definitions. As used in this resolution {the "Resolution"), the terms set forth belovr shall have the following meanings ascribed to thorn; "Accreted Interest" means, with respect to any Capital Appreciation Bond, Accreted Value as of the date of its calculation, lass the Denorrrinational Amount of such Capital Appreciation Bond. "Accreted Value "means {a) on any Compounding Data, the amount set forth opposite such Compounding Date on the Table of Accreted Values which is included in Exhibit B I~eroto as part of the form of Capital Appreciation Band, {b) on arly data between the Closing Date and the first Compounding Date, the arrrount determined on the basis of straight-line interpolation between the Closing Date and such Compounding Date (bawd on a 360-day year and twelve 30-day months), and (c) on any slate vrhich is bet~nreen tv,~o Compounding Dates {based on a 360-day year and twelve 30-day months), the arrrount determined on the basis of straight-line interpolation betl~reen such date and such Compounding Date. "Bond Insurer" means any insurance comE_7any which issues a municipal bond insurance policy insuring the payrr7ent of principal and interest on the Series A Bonds. "Band Register" means the listing of names and addresses of the current registered owners of the debt, as maintained by the Paying Agent in accordance with Section 10 hereof. "Building Fund" shall have the meaning set forth in Section 5 hereof. "Capital Appreciation Band ° means Series A Bands, the interest corrtponent of v~~hich is compounded sernianrnrally on each Interest PayrYrent Date to maturity, as spawn in the table of Accreted Value far such Bonds in the Purchase Contract and/or the fJfficial Statement for the Bonds. "Capital Appreciation Terrrr Bonds " means those Ca}~~ital Appreciation Bonds for ~~~l~ich mandatory redemption dates have been established in accordance writh Section 6{b) . "Cade" means the Internal Revernio Code of 1986 as in effect on the date of issuance of the Bonds or (except as other~n~ise reFeronced herein} as it may be amended to apply to obligations issued on the date of issuance of the Bands, together r.vith applicable proposed, ternhorary and final rogulations promulgated, and applicable official public guidance published, under the Coda. "Compounding Date ° means, with respect to any Capital Appreciation Bond, February 1, 2004 {unless otheru,~ise specified in the Purchase Contract) and oath August 1 and Febru~u•y 1 thereaftor, to and including the date of maturity of such Band. "Current Interest Bands ° means the Series A Bonds, the interest on which is payable on each Interest Payment Date specified for each such Bond as designated and maturing in the years and in the amounts set forti~- in the Purchase Contract. "Current Interest Torm Bands " means those Current Interest fonds for which mandatory redemption dates have been established pursuant to Section 6{b). "Debt Scr-vice Fund" sha11 have the meaning set forth in Sodion 5 hereof "Denominatianal Amount "means, with respect to any Capital Appreciation bond, the initial princi~~~a1 amount thereof. "Depository" rrreans (a} initially, DTC, and {b} any other Securities Depository acting as Depositary. sysi errr. "Depository System Participant"rrreans any participant in the Depository's gook-entry "DTC" means the Depository Trust Corrrpany, New York, No~~ York, a limited purpose trust company oeganized under the laws of the State of New York in its capacity as securities depository for the Bonds. "Fair Market Value" rrroans the price at which a ~~rilling buyer ~~rould purchase the investment fi•orn a willing seller in a bona fide, arm's length transaction {determined as of the tJate the contract to purchase or sell the investment becarrros bindin~ if the investment is traded on an established securities rnarlcet {writhin the rTreaning of Section 1273 of the Code) and, other~~ise, the terra `Fair Market Value" tnoans the acquisition price in a bona fide arm's length transaction {as referenced above} if {i} the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, {ii) the investment is an agreerrrent ~~~ith specifically negotiated withdra~~tal or reinvestrrrent provisions and ~r specifically negotiated interest rate {for exarnplo, a guaranteed investrrlont contract, a forward supply contract or other investment agreement) that is acquired in accordance tivith applicable regulations under the Code, {iii) the investment is a United States Treasury Security--State at~d Local Government SerioS that is acquired in accordance vritll applicable reg~rlations of the United States Bureau of Public Debt, or {iv) any cornrningled investrnont fund in t~~hich the District and related parties do not oven more than a ten percent {10`>~,) beneficial interest therein if the return paid by the fund is without regard to the source afthe investment. "Informational Services" means Financial Information, Int.'s Financial Daily Called Bond Service; Interactive Data Carporatiart's Bond Service; Denny Information Service's Called Bond Service; l~~foody's N[unicipal and CrovorrrrYrent; or Standard & Poet's Called Bond Record; and in accordance ut~ith then current guidelines of the Securities and Exchange Cornrnission, such other services I_~raviding information v,~ith respect to called bonds as the District may designate in a Written Request of the District delivered to the Paying Agent. "Interest Payment Date" means February 1 and August I, commencing Febru~u~y 1, 2Q04 v,~ith respect to interest l~~ayrt~rents on the Bonds, or such other dates as shall be specified in the Purchase COntraC.t. "Letter of Representations" shall have the rr~eaning sot forth in Section 12 hereof. "Maturity Value" means the Accreted Value of a Capital Appreciation Bond on the date such Bond matures. "Off"icial Statement" shall have t}re moaning set forth in Section ai hereof. "Owner" means the current registered holder of a Bond or Bonds to ~rhorn payments of principal and interest are made. "Participants" means those broker-dealers, banks and ether financial institutians from dine to tune for ~~thich the Depository holds book-entry certificates as securities depository. "Paying Agent" shall rrrean U.S. Bank National Association, or its successors or assigns, acting in the calaacity of paying went, registrar, authenticating agent and transfer agent. "Principal" or "Principal Amount" means, tinrith respect to any Bond, the principal amount thereof. "Purchase Contract" shall have the meaning set forth in Section 141rereof. "Record Date" rrreans the close of business on the fifteenth day of the month preceding each Interest Payment Date. "Securities Depositories" moans the following: Depository Trust Company, 711 Stewart Avenue, Garden City, New York., 11530, Facsimile transmission: {516)227-4039, {516) 227-4190; Midwest Securities Trust Company, Capital Structures Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Facsimile transmission: 1312} 663-2343; and Philadelphia Depository Trust Corrrpany, Reorganization Division, 1900 Market Street, Phffadellalria, Pennsylvania 19103, Facsinile transmission: {215) 496-5058. "Tenn Bonds" means the Capital Appreciation Tenn Bonds and Current Interest Terrn Bands. "Treasurer" rrreans the Treasurer-Tax Collector of the County, or any authorized deputy thereaf. SECTION ~4. Terms of Series A Bonds. {a) Forrtr; Numberfn~. The Series A Bonds shall be issued as fully registered bands, writhout coupons. Series A Bonds shall be lettered and numbered as the Paying Agent shall prescribe. Tho Current Interest Bands shall be issued in the denomination of $5,000 each or any integral r~rrLrltiple thereof, but in an amount not to exceed the aggregate principal amount of Current Interest Bonds maturing in the year of rrraturity of the Current Interest Bond for enrhich the denomination is specified. T1ie Capital Appreciation Bands shall be issued in the Maturity Value of $5,000 each or any integral rnultilafe thereaf, but in an amount not to exceed the aggregate MatLU•ity Value of Capital Appreciation Bonds maturing in the year of naturity for the Capital Appreciation Bands for wrhidl the denomination fs specified; provided that one Capital Appreciation Bond rrray have a Maturity Value not equal to $5,000 or an integral multiple of $5,000. {b) Date of Series A Boncls. The Current Interest Bonds shall be dated August 1, 2003, or such other date as shall be specified in the Purchase Contract. The Capital Appreciation Boncls shall be dated the Closing Date. {c} CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Series A Bonds, but such numbers shall not constitute a part of the contract evidenced by the Series A Bonds and any error or omission tivith respect thereto shall not constitute car.rse for refusal of any purchaser to accept delivery of and pay far the Series A Bonds. In addition, failure on the part of the District to r_rse such CUSIP numbers in any notice to Owners of the Series A Bonds shall not constitute an event of default or arly violation of tine District's contract ~~rith such Ou`rners and shall not impair the effectiveness of any such notice. {d) Maturities; Interest. The Series A Bonds shall mature on August 1 or February 1 in the years and arnaunts set forth in the Official Statement for the Series A Bonds. The Maturity Value of any Capital Appreciation Bond shall be payable only upon the maturity of such Capital Appreciation Bond. The total tunount of principal of and interest payable an the Capital Appreciation Bonds as of any date other than its maturity date shall be the Accreted Value thereof determined ors of such date. The Current Interest Bonds shall bear interest at such rate as shall be determined upon the sale thereof in accordance with Section 4.01 hereof, payable semi-annually on each Bond Payment Date, cornrnencing February i, 2004 {r.rnless otherwise specified in the Purchase Contract). The Capital Appreciation Bonds shall hear interest at such rate or rates as shall be determined upon the sale thereof in accordance with Section i4 hereof. Each Current Interest Bond sha11 bear interest frorrr the Interest Payment Date next preceding the date of registration and authentication thereof unless {i) it is registered and authenticated as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii) it is registered and authenticated prior to an Interest Payment Date and after the close of business on the fifteenth {15th) day of the month preceding such Interest Payment Date, in which event it shall bear interest frorrr such an Interest Payment Data, or {iii) it is registered and authenticated prior to January i5, 2004, in which event it shall boar interest frorrr the date described in paragraph {b) of this Section ~; pr•rrvictert, ho~s~ever•, that if at the tune of authentication of a Series A Bond, interest is in default thereon, such Series A Bond shall bear interest frorrr the Interest Payrrrent Date to which interest has previously been paid or made available for payrrrent thereon. Interest on the Serial A Bonds shall be calculated an the basis of a 3fi0-day year comprised of twelve 30-day months. {e) Pub rry rent. Interest an the Current Interest Bonds, including th~~ final interest payrrrant upon maturity, is payable by check of the Paying Agent mailed on the Interest Payment Date via first-class mail to the O~nmer thereof at such O~mer's address as it appe~u•s on the bond register maintained by the Paying Agent at the close of business on the fifteenth {15th) day of the month preceding the Interest Payment Date {the "Record Date"), or at such other address as the O~~ner Wray have filed writh the Paying Agent far that purpose, or upon ~~n~itten request filed titith the Paying Agent as of the Record Date by an Owner of at bast $1,000,000 in aggregate principal arrrount of Current Interest Bands, by wire transfer. The interest portion of the Accreted Value of any Capital Appreciation Bond which is payable on the date of rrraturity shall represent interest accrued and corning due on such data. The Accreted Value of any Capital Appreciation Bond at rrraturity shall be payable, except as provided belov~~, by check. mailed by first-class mail, in lawful money of the United States of America, upon presentation and surrender of such Bond at the office of the Paying Agent. SrCTI©N 5. Delivery of Bonds Disposition of Proceeds of the Bonds, Security far the Bonds. The proper officials of the County shall cause the Series A Bonds to be prepared and, fallowing their sale, shall have the Series A Bonds signed and delivered to the original purchaser upon payment of tl7e purchase price in irnrnediately available funds. The proceeds frorrr the sale of the Series A Bands, to the extent of the principal arnor.Int thereof, sha11 be paid and credited to the fund established and designated as the ~`Oroville Union High School District General Obligation Bond, Series A Building Fund" {the ~`Buiiding Fwd") of the District, and shall be kept separate and distinct from all other District and County funds, and those proceeds shall he used solely for the Project and for payment of permissible costs of issuance. The County shall have no obligation to ensure that the proceeds are applied in accordance writh the preceding sentence. The interest earned on the monies deposited to the Building Fund shall be del~~osited to said Fund and suc}`t monies shall be used for any lawful purpose of the District at the direction of the District. Tho accrued interest and ~u1y prerrrium received frorll the sale of the Series A Bonds {if any after all or a portion of Under~~~riter's discount or costs of issuance are paid) shall he keg-rt separ~~rte and apart in the fund established and designated as the -`Oroville union High Sc11oo1 District General Obligation Bond, Series A Debt Service Fund" {the `Debt Service Fund") for the Bonds and used only Eor payrr~ents of principal and interest on the Series A Ponds, Interest earned on investments of monies held in the Debt Service Fund shall be retained in the Debt Service Fund and used to pay principal and interest vrhen due. Any excess proceeds of the Series A Ponds not needed for the authorized purposes set forth herein for which Series A Ponds ~e being issued shall, at the direction of the District, be transferred to the Debt Service Funcl and appiieci to the payment of principal and interest on the Series A Ponds. If, after payment in full of the Series A Bonds, tl~7ere remain excess proceeds, any such excess amounts shall be transferred to the general Fund of the District. Proceeds of the Series A Bands held by the Treasurer shall be invested at the Treasurer's disceetion pursuant to lavr and the investment policy of the County. At the urritten request of the District, given by the Superintendent of the District, the Treasurer may invest all or any portion of the Building Fund in the Local Agency Invostrrrent Fund in the treasury of the State of California. The County covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Resolution, or otherwise containing gross proceeds of the Series A Bonds {within the meaning of Section 148 of the Codo) shall be acquired, disposed of, and valued {as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. There shall be Levied on all the Mixable property in the District, in addition to a1L other taxes, a continuing direct ad valorem tax annually during; the period the Series A Ponds are outstanding in an arrrount sufficient to pay the principal of and interest on the Series A Bonds v,~hon due, v,rhiclr monies vrhen collected vvill be placed in the Debt Service Fund, which fund is irrevocal.~ly pledged for the payment of the principal of and interest on the Series A Ponds when and as the same fall dr.re. The rrtonies in the Debt Service Fund, to t:ho extent necessary to pay the principal of and interest on the Series A Bonrls as the same becomes duo and payable, shall be transferred by the Treasurer to the ['aging; Agent for subsequent disbursement to the beneficial owners of the Series A Ponds. No part of any find of the County is pledged or obligated to the payment of the Series A Bonds. Any monies remaining in the Debt Service Fund one year after the Series A Bands and the interest thereon have been paid at maturity, or provision for such payment has been made, shall be transferred to the general fund of the District. SECTI©N 6. Redemtricrn Provisions. {a) Orrtional Rederrrption. The Series A Bonds rrraturing on or after the date as specified in the Purchase Contract are subject to redernl~tion at the option of the District, as a whole or in part by inverse order of maturity and by lot within each maturity, frarn any source of available funds, on the date specified in the Purchase Contract, or on any date thereafter, at a percentage of the principal amount to be redeorrred, plus accrued interest to the rederrrption date. {b) Mandatory Sinking Fund Rederrrption ~f Tenn bonds. The Tenn Bands are subject to mandatary sinking fund redemption prior to their maturity, by lot, without prerrriurrr, on each August 1, in the years and in the amounts as specified in the Official Statement ar as other~~Jise specified in the Purchase Contract. (c) Selection of Bonds for Redern~tion. whenever less than all of the outstanding Series A Bonds are to be redeemed, the Paying Agent shall select the Series A Bonds to be redeorrred in inverse order of maturity, and within a rrraturity, the Paying Agent shall select Series A Bonds far redemption by lot. Rederrrption by lot shall be in such a manner as the Paying Agent shall determine; provided, lrowrever, that the portion of any Series A Boncl to he redeorrred in part shall be in the Principal Amount of $5,000 or any integral rnuitihle thereof. The Paying Agent shall promptly notify the District ofthe Series A Bonds so selected For rederrrption on such date. (d) Notice of Redemption. Notice of rederrrption shall bo mailed, by fu'st class postage prepaid, to the respective owners of any Series A Bonds designated for rederrrption, at their address appearing on the books eequired to be kept by the Paying Agent, not less than thirty {30) nor more than sixty {GO) days prior to the rederrrption date, vtirhich notice shall specify: {a) the Series A Bonds ar designated portions thereof (in the case of rederrrption of the Series A Bonds in part but not in v,~lrole) wrhich are to be redeorrred, (b) the date of rederrrption, (c) the place or places where the redemption wi11 bo made, including the narrre and address of the Paying Agent, (d) the rederrrption price, {e) the CUSIP -numbers {if any) assigned to t11e Series A Bonds to be redeorrred, {f) the Bonci rnrrrrbers of the Bonds to be redeorrred in vrhole or in part and, in the case of any Series A Bond to be redeorrred in part only, the Principal Amount of such Bond to be redeemed, and {~ the original issue date, interest rate and stated maturity date of each Bond to be redeemed in ~~hale or in part. In of the event that all the outstanding Series A Bonds of any one maturity, then outstanding, are redeorrred as permitted herein, notice of reclemptiort sha11 be given by mailing as heroin provided, except that the notice of rederrrption need not specify the serial numbers of the Series A Bonds of such rrraturity. Neither the failure to receive such notice nor and defect in any notice so mailed shall affect tyre sufficiency of tyre proceedings far the rederrrption of such Series A Bonds or the cessation of accrual of interest represented thereby from and after the redemption date. Upon the payment of the redemption price of Series A Bonds being redeemed, each check or other transfer of funds issued for such purpose shall boar tl~e CUSIP number identifying, by issr.re and rrraturity, the Series A Bands being redeorrred v<<ith the proceeds of such check or other transfer. ~f) Payrrrent of Rodoonred Series A Bands. VVhon notice of redemption has been given substantially as provided for herein, and, when the amount necessary for the rederrrption of the Series A Bonds called for rederrrption {principal and prerniurn, if any) is set aside for that purpose in the Debt Service E'LUrd, as provided herein, the Series A Bonds designated for redemption shall becarrre due and payable on the date fixed for rederrrption thereof and upon presentation told surrender of swirl Series A Bonds at the place specified in the native of redernptian with the farm of assignment endorsed thereon executed in blank, said Series A Bonds s11a11 be redeemed and l.~aid at the redemption l~~rice out of the Debt Service Fund. All unpaid interest payable at or prior to the redemption date sllall continue to be, payable to the respective Owners, bt.tt without interest thereon. {~) Partial ~edetnption of Series A Bonds. Upon surrender of any Series A Bond redeemed in part only, the Paying Agent shall authenticate and deliver to the Owner thereof a news Serial A Bond ar Series A Bonds of like tenor and maturity and of atrthorized denotninatians equal in Transfer Amounts to the t.tnredeerned portion of the Series A Bond sLU're-rdered. Such partial redemption shall be valid upon payment of the amount required to be paid to stitch Owmer, and the District shall be released and discharged thereupon front all liability to the extent of such payment. {h) Defeasartce of Series A Bands. If at any tune the District shall pay or cause to be paid or there shall otherwise be paid to the Owners of any ar all outstanding Series A Bonds all of tl~e principal, interest and prerniurn, if any, representedi by such Series A Bonds at the time and in the manner provided herein and in tl7e Series A Bonds, or as provided in the following paragraph, or as otherwrise l_~rovided by law consistent herewrith, than such shall cease to be entitled to the obligation of the District as provided in Section 5 l~tereof, and such obligation and all agreements al~d covenants of the District and the County to such Owners hereunder and u-•-der the Series A Bands shall thereupon be satisfied and discharged and shall terminate, except only that the District shall retrain liable for payment of all principal interest and prerniurn, if any, represented by rile Series A Bonds, but only out of monies on deposit in the interest and sinking fund or otherwise held in trust far such payment; provided further, hawrr~>ver, that the provisions of Section G {i) hereof shall apply in all events. Ail or any pat~tion of the outstanding maturities of the Series A Bonds may be defeased prior to maturity in the following ways: {i) by irrevocably depositing w~itl~ the Paying Agent an amount of cash which together w=ith amounts than an deposit in the Debt Service Fund, is sttff'icient to pay all Series A Bonds outstanding and designated for defeasance, including all principal and interest and redemption prerntum, if any; ar {ii) by irrevocably depositing with the Paying Agent, noncallable United States Obligations {as defined belowr) together with cash, if required, in such amount as will, irr the opinion of an independent certified public accountant., together writh interest to accrue thereon and monies then on del~~osit in the Debt Service Fund together writh interest to accrue thereon, be fully sufficient to pay and discharge all Series A Bonds outstanding and designated far defeasance {including all principal thereof and interest. and prepayment premiutrts, if any, thereon) at ar before their maturity date. For purposes of this Section United States Obligations shall metal: Direct and general obligation of the United States of Arrlerica {including state and local government series), ar obligations that are unconditionally guaranteed to principal and interest by the l.Inited Stated of America, including {in the case of direct and general obligations of t11e United States of America) evidences of direct ownership of proportionate interests crust be limited to circumstances wherein {a} a bank or trust corllpany acts as custodian and halls the underlying United States obligation; {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 tl7e -_tnderlying Unfterl Stated obligations; and (c) the underlying United States obligations are held in a special account, segregated from the custodian's general assets, and are not avaifable to satisfy any clairrr of the custodian, any person ciairning through the custodian, or any person to "thorn the custodian may lre obligated: provided that such obligation are rated or assessed "AAA" by Standard &~ Pear' and "Aaa" by Moody's Investors Service. In the Event that Series A Bonds are being defeased pursuant to paragraph {ii) of this Section 6(h), the independent certified public accor.-nt referred to therein and any escrow went selected in connection Gvith said defeasance shall both be subject to County approval. {i) Unclaimed Monies. Any money held in any fired created pursuant to this Resolution, or by the Paying Agent in trust, for the payment of the principal of, redemption prerniurn, if any, or interest on the Series A Bonds and remaining unclaimed for one year after the principal of all of the Series A Bonds has become duo and payable {wrhether by maturity or upon prior redemption) shall be transferred and sinking fired of tyre District for payment of outstanding bond of the District payable from that fund; or if no such bonds of the District are at such tune outstanding, the monies shall be transferred to the general funds of the district as provided and permitted by lave. SECTION 7. Payment of Principal and Interest. The principal of and interest on the Series A Bonds shall be payable in la~n~ful money of the United States of America vvithor.rt deduction for t11e services of the Paying Agent as paying agent. Interest on Series A Bands shall be paid on each Interest Payment Date by check mailed by first class mail to the person in N~hose name tl~e Series A Bond was registered, and to t11at person's address appearing on the Bond fiegister (as described in Section 10 belewt) at the close of business an the fiecord Date. The Owner of an aggregate Principal Amount of Series A Bonds of $1,OOQ000 or more may request in v,Jriting to the Paying Agent that such O~~rner be paid interest by ~~rire transfer to tyre bank ar~d account number on file vrith the Paying Agent as of any Record Date. Payments of Principal and reden~rption prerniurrrs, if any, with respect to the Series A 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 Bonds ~~rhen duly presented for payment at maturity, and to cancel all Series A Bonds upon payrrrent thereof. The Series A Bonds are the general obligations of the District, and do not constitute an obligation of t17e County. No part of any fund ar moneys of the County is pledged or obligated to the payrrrent of the Series A Bonds. SECTION 8. Form of Series A Bonds. The Current Interest Bonds shall. be substantially in conforrruty l+~titlr Exhibit "A" attached hereto, and incorporated herein by this reference as if set forth in full, with necessary or appropriate variations, errrissions and insertions as may be permitted or required by t11is Resolution. The Capital Appreciation Bonds sl7ali be substantially in conformity v~~ith Exhibit "B" attachedl hereto, and incorporated herein by this reference as if set forth in fu11, with necessary or appropriate variatfons, emissions and insertions as nray be permitted or required by this Resolution. SECTION :~. Execution of ;series A Bands. The Series A Bonds shall be executed by the manual or facsimile signatures of the Chair of the Beard, the Executive Officer-Clerk of the Board and the Treasurer and countersigned by the manual or facsimile signature of the Executive Officer-Clerk of the Board of Sr.rpervisors. The Paying Agent shall manually authenticate each Series A Band i-r the space provided, and na Series A Band shall be valid rir obligatory for any purpose until so authenticated. SECTION 1Q. Bond Rr~gistration; Transfers. As hereinafter provided, the Series A Bonds shall be delivered in a forrrr and with such terms as gill perrrrit there to be in book-entry only forrrr, immobilized with DTC. If the book-entry only system is no longer in effect, the District l~fill cause the Paying Agent to maintain and keep at its principal corporate trust office all books and records necessary for the registration, exchange and transfer of certificated Bonds as provided in this Section {the "Band Register"). ~t?hile the book-entry only system is in effect, such books need not be kept, as the Bonds vvill be represented by once Series A Bond for each maturity registered in the name of Cede & Co., as nominee for DTC. The person in ~nrhose narue a Series A 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 A Fond shall be made only to or upon the order of the Owner thereof; 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 A Bonds, including interest, to the extant of the amount or amounts so paid. Any Series A Bond may be exchanged for Series A Bonds of the same series of any other authorized denomination upon presentation and surrender at the principal corporate trust afCiee of the Paying Agent, together with a request far exchange signed by the Owrner or by a person legally errrpov~~ered to do so in a forrrr satisfactory to the Bond Registrar. Any Series A Bond rnay, in accordance ~n~ith its terms {but only if the District determines no longer to maintain the book-entry only status of t:he Series A bonds, DTC determines to discontinue providing such services and no successor securities depository is earned or DTC requests the District to deliver certificated securities to particular DTC Participants) be transferred, upon the beaks required to be keh~t pursuant to the provisions of this Section, by the Otimer, in person or by his duly authorized attorney, upon surrender of such Series A Bond For cancellation at the office of the Paying Agent, accompanied by delivery of a ~nrritten instrument of transfer in a forrrr approved by the Paying Agent, duly executed. I~eitlter the DLStr1Ct, the County ear the Paying Agent will be required to {a~ issue or transfer any Series A Bonds during a period beginning ~n~ith the opening of business on the 1Gth day of the rrronth next preceding either any Interest Payment Date or any date of selection of Series A Bonds to be redeemed and ending v~~ith the close of business on the Interest Payment Date or day on which the applicable notice of rederrrptian is given, or {b) transfer any Series A Bonds which have been selected or called for redemption in v~~hole or in part. SUCTION 11. Priying_,~-fer7t. {,4) 1lpfrr~irrtrrrerrt of P'ayirir; A~errt. U.S. Bank National Association is hereby appointed to act as Paying Agent far the Series A Bonds and, in such capacity, shall also act as registration agent and authentication agent for the Series A Bands. The District is authorized to contt act with any third party to perform the services of Paying Agent hereunder. The Paying Agent undertakes to perform such dr.rties, and only such duties, as are specifically set forth in this Resolution, and even during tiro continuance of an event of default with respect to the Series A Bonds, rro inrplied covenants or obligations shall be read into this Resolution against the Paying Agent. The Paying Agent shall signify its acceptance of the duties and obligations unposed upon it by tl`-is Resolution by executing and delivering to the District a certificate to that effect. The District Wray remove the Paying Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, bLrt any such successor shall be a bank or trust corrrpany doing business and having an office in the State of California, having a 10 connhined capital {exclusive of borroured capital) and surplus of at lust One Hundred Million Dollars {$100,000,000), and subject to supervision or examination by federal ar state authority. If such hank ar trust carnpany publishes a report of condition at lust annually, pursuant to lain or to the requireruents of any supervising or examining authority above referred to, then for the purposes of this Section the corrrbined capital anti surplus of such hank or trust company shall be deemed to be its carrrbined cal.~ital and surplus as set forth in its mast recent report of condition so published. The Paying Agent rr7ay at any tune resign by giving written native to the District and the Bond Owners of such resignation. Upon receiving notice of such resignation, the District sha11 promptly appoint a successor Paying Agent by an instrument in writing. Any resignation ar removal of the Paying Agent and appointment of a successor Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent {a) PayirlP A~extt Nlay Halet Series A Ponds. T11e Paying Agent may becarr7e the owner of any of the Series A Bonds in its oum or any other capacity with the same rights it would have if it were not Paying Agent. {C) L1at~ility of A~errts. The recitals of facts, covenants and agreements herein and in the Bonds contained shall betaken as statements, covenants and agreerrrents of the District, and the Paying Agent assumes no responsibility for the correctness of the sarue, nor rrrakes any representations as to the validity or sufficiE~ncy of this fiesolutian or of the Series A Bands, nor shall incur any responsibility in respect thereof, other than as set forth in this Resolution. The Paying Agent shall not he liable in connection witl~t the performance of its duties hereunder, except for its Dorn negligence or willful default. In the absence of bad Eaith, the Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates ar apiniar7s furnished to tl~e Paying Agent and conforming to the requir°ernonts of this Resolution. The Paying Agent shall not he liable for any error of judgment made in good faith by a responsible officer in the absence of the negligence of the Paying Agent. No provision of this Resolution shall require the Paying Agent to expend or risk its Dorn funds or otherwise incur any financial Liability in the perforrn~ulce of any of its duties hererulder, or in the exercise of any of its rights or pourers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Paying Agent may execute any of the powers hereunder or perform any clr.rties herernlder Dither directly or by or through agents or attorneys and the Paying Agent shall not be responsible for any rrrisconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. {D) Notice to Payirr~ Agent. The Paying Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or dacurnent believed by it to be genuine and to have been signed ar presented by the proper party or proper parties. The Paying Agent may consult urith counsel, who may be counsel to the District, uritlr regard to legal questions, and the opinion of such counsel shall he full and complete authorization and protection in respect of any action taken ar suffered by it hereunder in good faith and in accordance therewith. it Whenever in the administration of its duties under this Resolution t17e Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter {unless other evidence in respect thereof be herein specifically prescribed} rrray, in the absence of bad faith on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of the District, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Resolution upon the faith thereof, but in its discretion the Paying Agent rrray, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seerrr reasonable. {E} Corrlper7satforr, Irrderrrrlfficatiorr. The District shall pay to the Paying Agent from Brno 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 their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The District further agrees to indemnify and save the Paying Agent lrar•nrless against any liabilities which it may incur in the exercise and performance of its pavers and duties hereunder which are not due to its negligence or bad faith. SECTIQN 12. Bcrok-Fntr_y S, s~ The Series A Boncls wfill be issued in bank-entry Forrn by appointing DTC, 55 Water Street, 19th floor, New York, New! Yark 10041, to act as securities depository for the Bonds. A single certificate, representing the aggregate principal amount of each maturity of Bonds, will be executed and delivered on the day of the closing to DTC. Upon closing, the County shall notify DTC that it lras accepted payment of the purchase price of the Bands, at which time DTC {in accordance with the Leiter of Representations defined below) will credit the account of tl~e Underwriter, and process tl~e book-entry deliveries to the accow~ts of the subsequent purchasers of interests in the Series A Bands. The Series A bands wlill be lodged with DTC until the maturity of eac}1 Bond. On the Business Day prior to each date of maturity of a Bond, the Treasurer shall remit to the Paying Agent from the Debt Service Fund sufficient rrraneys far the Paying Agent to pay all outstanding principal of and interest on such Series A Band. To induce DTC to accept the Series A Bonds as eligible for the book-entry form of issuance, the District will enter into a Letter of Representations writh DTC {the `Letter of Representations") setting forth the terms and conditions of, and procedures for, the book-entry only forrrr of issuance. SECTIQN 13. Arbitrrge and Other Tax Matters. Private Activity Bond Lirrritation. The District has covenanted that it shaL1 assure that tyre proceeds of the Series A Bands are net so used as to cause the Series A Bonds to satisfy the private business tests of Section 141{b) of the Code or tl~te private loan financing test of Section 141{c) of the Cade. Federal Guarantee Prohibition. The District bras covenanted drat it shall not take arly action or permit or sufTer any action to be taken if tl~e result of the same wfauld be to cause any of the Series A Bonds to be `federally guaranteed" writhin the meaning of Section 149{b) of t17e Code. Rebate Re uirerrrent. The District has covenanted {which covenant shall survive payrrrent in full of the Series A Bonds) that it shall take ~u~y quid all actions necessary to assure corrrpliance w~itlt Section 14${f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal gavernrrrent, to the extent that such section is applicable to the SeriesA 12 Bonds, and shall calculate, or r:ause to be calculated, any amounts required to he rebated to the Federal Government under Section 1118{~ of the Code. No Arbitrage. The District has covenanted that it shall not take, or permit or suffer to be taken any action vtifith respect to the proceeds of the Series A Bands ~1hich, if such action had been reasonabfy expected to have been taken, or had been deliberately and intentionally taken, on the date of fssuanr:e of the Series A Bonds ~~Jould brave caused the Bands to be "arbitrage bonds'' v~fithin the meaning of Section 1118 of the Code. Maintenance of Tax-Exemption. The District has covenanted that it shall take all actions necessary to assure the exclusion of interest on the Bands frorrrr the Bross income of the Owners of the Series A Bands to tl~e same extent as such interest is permitted to be excluded from Brass income under the Code as in effect on tl~e date of issuance of the Series A Bands. SI!CTION 14. A_praraval of Purchase Cantrart. The Series A Bonds will be sold at negotiated sale by the Treasurer pursuant to the terms and conditions set forth in the Purchase Contract substantially in the form on file with the Clerk of t11e Board and incorporated. by reference herein, {the "Purchase Contract"). The force of the Purchase Contract is hereby approved and the Treasurer, or any designee thereof, is hereby authorized to execute and deliver the Purchase Contract and the Superintendent, the Assistant Superintendent of Business, or other authorized representative of the District and Stone fit YounBberB LLC, as Unc:ierwJriter, are hereby requested to execute the Purchase Contract, with such changes therein, deletions therefrom and modifications thereto as the Treasurer, or designee thereof, and the District and Stone &YounBberB LLC may approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the rnaxirnurrr true interest cast on the Series A Bonds shall not exceed eight percent {8`~~) ar~d the Underwriter's discount rrray not exceed two percent {2`'rc,) of the aggregate principal or issue amount of Series A Bonds sold thereunder. The Treasurer, or designee thereof, is further authorized to determine the principal or issue amount of the Series A Bands to be specified in the Purch~:rse Contract for sale by the County, up to arc aggregate principal or issue amount of $G,000,000, to modify redemption terrrrs and to enter into and execute the Purchase Contract, if the conditions set forth in this I:esohrtian are met. If, upon consultation with the authorized representative of the District, it appears in the best interests of the District to acquire municipal bond insurance to secure the Series A Bonds, the Treasurer may so provide in the Purchase Contract. SECTIQN 15. 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 {as defined below). Any Bondholder may take such actions as may he necessary and appropriate, including seeking mandate or specific performance by court order, to cause tyre District to comply with its obligations under this Section. "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executer) by the District and dated the date of issuance and delivery of the Series A Bands, as originally executed and as it pray be amended from tune to time in accordance v~rith the terms thereof. SEC'T`ION 1G. Conditions Precedent. T11is Board determines that all acts and conditions necessary to be perforrrred by the Board or to have been rrret precedent to and in the issuing of the Bonds, in order to make there legal, valid and binding general obligations of the District have been performed and have been rrret, or ~~ill at the time of delivery of the Bands have been perforr7red and have been rrret, in regular and clue forrrr as rer7uirerl 17y la~~, that the 13 full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series A Bonds; and that no statutory or Constitutional limitation of indebtedness or taxation w~i11 have been exceeded in the issuance of the Series A Bonds. SECTION 17. Approval of Actions. County officials and staff, including the Treasurer or his designee, 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 ut~ith the issuance and sale of the Series A Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officials and staff are hereby ratified, confirmed and approved. SECTION 18. Furnishin~of Clerk Certification. The Executive Officer-Clerk of the Board of Supervisors is hereby authorized to furnish at least one certified copy of this Resolution to Jones Hall. A Professional Law Corporation, Bond Counsel, at or prior to closing. SECTION 19. Effective Date. This Resolution shall take effect irrrrnediately upon its passage. PASSED AND ADOPTED by the B utte County Board of Supervisors this 8th day of July 2003 by the following vote: AYES: Supervisors Dolan, Houx, Josiassen, Yamaguchi and Chair Beeler NOES: None ABSENT: None NOT VOTING: None R. J. BEELER, Chair ATTEST: PAUL MCINTOSH, Chief Administrative Officer and Clerk of the Board of Supervisors ,,, . , '' ~ , -- 1~` , , Y~, eputy 14 EXHIBIT A Current Interest Bond No. R- UNITED STATES OF AMERICA STATE OF CALIFORNIA ~:~*~ +** OROVILLE UNION HIGH SCHOOL DISTRICT (County of Butte, C~lifarnia) GENERAL OBLIGATION BOND, ELECTION OF 2002, SERIES A INTEREST PATE: MATllRIT~' DATE: DATED AS OF: CUSIP: ~,~ August I, August 1, 2003 REGISTERED O~UNER: CEDE & CO. PRINCIPAL AMOUNT: The OROy1ILLE UNION HIGH SCHOOL DISTRICT {the `District") in Butte County, California {the `County"), for value received, promises to pay to the Registered Omer named above, or registered assigns, the Principal Arrrount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Interest Pate stated above, on August 1 and February 1 (the "Interest Payrrrent Dates"), cornrnencing February 1, 2004. This Bond will bear interest from tine Interest 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 rxronth next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest frorxr such Interest Payment Date, or unless it is authenticated on or before January lrx, 2004, in which event it shall bear interest fron~r August 1, 2003. Principal and interest are payable in lawful rrroney of the United States of America without deduction for the paying went services, to the person in whose narrre this Bond (or, if al~~plicable, one or rnoee predecessor bonds) is registered (tire ``Registered Owner"} on the Register maintained by the Paying Agent, initially U.S. Bank National Association. Interest shall be calculated on tl~e basis of a 360-day year comlrrised of twelve 30-day months. Principal is payable upon presentation and surrender of this Bond at the principal office of the Paying Agent in ,California. Interest is payable by check or draft mailed by the Paying Agent on each Interest Payment Date to the Registered Owner of this Boncl (or one or more predecessor lroncis) as sho~~~n anti at the address appearing on the Register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date {tire Record DatL'"). The Owner of Bonds in an aggregate Principal Amount of $I,OOQ000 or more may request in writing to the Paying Agent that such Owner be paid hxterest by ~nrire transfer to the bank and account rrunrber on file v~~ith the Paying Agent as of tlxe Record Date. This Bond is one of an aggregate arxrount of $ of Bonds issued to be used for t:he addition and rnadernuation of school facilities to serve the District under authority of and l~~ursuant to the laws of the State of California, and the requisite 55`~ vote of the electors of the lvxhihit A Page 1 District obtained at an election held on November 5, 2002, upon the question of issuing bonds in the amount of $10,400,000, the resolution of the Board of Trustees of the District adopted on June 18, 2003 {the "District Resolution"), and the reso}rrtion of the County Board of Supervisors ada}rted on July 8, 2003 {the "County Resolution"). T}ris Bond and the issue of v,~hich this Bond is one are payable as to both principal and interest from the proceeds oft}ra levy of act ualorerrr taxes on all property sul7jec.-t to such taxes in the District, which taxes are unlimited as to rate or arnaunt. The Bonds of this issue are general obligations of the District and do not constitute an obligation of the County. No part of any fund of the County is pledged or obligated to the payment of the Bonds of t11is issue. The Bonds of this issue are issuable only as fully registered bonds in the denominations of $5,000 ar any integral multiple thereof. This Bond is exchangeable and transferable far bands of other authorized denominations at the principal corporate trust office of the Paying Agent, by the Registered Owmer or by a person legally enrpa~~ered to da so, upon presentation and surrender hereof to the Paying Agent, together with a request for exchange or an assignment signed by the Registered ~7wmer or by a person legally empowered to do so, in a form satisfactory to the Paying Agent, al} subject to the terrrrs, limitations and conditions provided in the County Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the Paying Agent rrray deem and treat the Registered t~utmer 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 gill be required to issue or transfer any bond during a period beginning wfith the opening of business on the 16°i day of the rrronth next preceding any Interest Payment Date. The Bonds maturing on or before August 1, 2012 ar•e not subject to redemption prior to their respective stated rnatrarities. The Bonds maturing on or after August 1, 2013 are subject to redernptian prior to maturity, as a whole or in part, by inverse order of ruaturity and by lot within each maturity, frarrr any source of available funds, on August 1, 2012 and on any Interest Payment Date thereafter, at a redemption price equal to the principal amount of Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, writhout premiurrl. The Terrrr Bonds maturing on Ar_rgust 1, and August 1, are subject to mandatory sinking fund redemption in part by lot an August 1 in each year canrnrencing August 1, and August 1, , in accordance ~~~ith the schedule set forth below. The Bonds so called for mandatory sinking fi.u~d rederrrption shall be redeerrred at the principal arnaunt of such Bonds to be redeerrred, plus accrued but unpaid interest, without prerniurrr. Term Bands of Sinking Fr.rnd Payment Date Principal Amount Au gust 1 to be Redeemed Exhibit t~ Page 2 Term Bonds of finking IlLrr•td Payment Date Principal Amount ~Au :ust 1 to be Redeemed If less than all of the Bonds of any one naturity shall be called for rederrrption, tl~e particular Bonds or hortions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or sortie 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. If less than all of the Bonds shall be called far redemption, the particular Bonds or portions thereof to be redeemed shall be called by lot in any manner ~~~hich the District in its discretion shall determine. Notice of redemption shall be mailed, first class postage prepaid to the resl~~ective awners of any Bonds designated for rederrrption at their address appearing on the books required to be kept by the Paying Agent, not less than thirty {30) nor more than sixty {CO) days prior to the redernl~~tion date, which notice shall specify: {a) the Bonds or designated portions thereof {in the case of redemption of the Bonds in part but not in v~rhole) which are to be redeemed, {b} the date of redemption, {c) the ~ place or places v,~here the redemption ~,n~ill be made, including the narrre and address of the Paying Agent, {d) the rederrrption price, {e) the CUSIP nurrrbers {if any) assigned to the Bands to be redeemed, {f} the Bond nurrrbers of the Bonds to be redeerrred in ~~hole or in part and, in the case of any Bond to be redeemed in part only, the Principal Amount of such Bond to be redeerrred, and {g} the original issue date, interest rate and stated maturity date of each Bond to be redeerrred in whole or in part. In case of the redemption as permitted herein of all the outstanding Bonds of any one rrraturity, then autstanding, notice of redemption shall be given by mailing as herein provided, except t}~rat the notice of redemption need not specify the serial numbers of the Bonds of such maturity. Neither the failure to receive such notice nor any defect in any notice so rrrailed shall affect the sufficiency of the proceedings for the redemption of such Bonds or the cessation of accrual of interest r°~presf~nted thereby from and after the redemption date. Neither the District, the County nor the Paying Agent will be required {a} to issue or transfer any Band during a period beginning with the opening of business on the 1G"' day oftlte month next preceding either any Bond Payrrrent Date or any date of selection of Bonds to be red.eerned and ending with the close of business on the Bond Payrrrent Date or day on wrhich the applicable notice of redemption is given, ar {b} to transfer any Bond v~rhich has been selected or called for rederrrption in ~rhole or in part. Reference is made to the County Resolution for a nrare corrrplete descril~~tion of the provisions, among ethers, 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 v,~hich the Bonds are issued and secured. The registered owner of this Bond assents, by acceptance hereof, to all of the provisions of the County Resolution. Exh ib i l t~ Page 3 Unless this Bond is presented ley an authorized representative of The Depository Twist Company to the issuer or its agent for rogistration of transfer, exchange or payment, and any certificate issued is registered in the name of Cerie fi~ Co. or such other name as requested by an authorized representative of The Depository Trust Corrrpany and any payrrront is made to Cede ~ Co., ANSI TPtANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since t11e registerori owner hereof, Cede & Co., has an interest herein. 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 boon rnot precedent to and in the issuing of the Bands in order to make thorn legal, valid and binding general obligations of the District, have been performed and have been rnet in regular and due forrrr as required by law; that payrrrent in full far the Bonds has been received: that no statutory or constitutional limitation on indebtedness ar 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 arnaunt sufficient to pay principal and interest ~~~hen 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 ar bonefit under the County Resolution until the Certificate of Authentication below has been signori. 1;xlribiL ~, E'age ~ IN tiVITNESS WHEREOF, t}re County of Butte, California, has caused this Bond to be executed on behalf of the District and in their official capacities by the manual or facsimile signatures of the Chair of the Board of Supervisors of the County and the Treasurer and Tax Collector of the County, and to be countersigned by the manual or facsirrrile signature of the Executive Officer-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 Treasurer-Tax Cal}ector COUNTERSIGNED: By Executive Officer-Clerk of the Board of Supervisors COUNTY OF BUTTE, CALIFORNIA By By Chair, Board of Supervisors CERTIFICATE OF AUTHENTICATIC}N This Bond is one of the Bonds described in the County Resolution referred to herein. Data of Registrar}on and Authentication: August 5, 2003 U.S. BAND NATIONAL ASSOCIATION as Payirr~ ~1~erlt Authorized Signatory Exhibit A Pale 5 ASSIGNATENT For value received, the undersigned sells, assigns and transfers unto {print or type Warne, address, zip code, tax identification or Social Security nurrlber of assignee) the Nrithin Mond ~rnd do{es) irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Paying Agent, ti~rith full powrer of substitution in the premises. Dated: Signature Guaranteed: Notice: Signature must be gu~anteed lay an eligible guarantor institution. Notice: The assignor's signature to this assignment must correspond v~rith the Warne as it appears upon the face of the within Bond in every par~ticr_rlar, without alteration of any change v~~llatever. l/Yt11~`Jl L :i ~~clgE' G EXHIBIT B [Fat•m of Capital Appt•eciatian Band] UNITED STATES OF AMERICA STATE OF CALIFORNIA OROVILLE UNION HIGH SCHOOi1 DISTRICT (County of Butte, Califarnia) GENERAL OBLIGATION BOND, ELECTION OF 2002, SERIES A 'YIELD TO MATURITY: MATURITY DATE: ISSUE DATE: CUSP: August 5. 2003 P.EGISTERED OVtINER: DENOMINATIONAL A[VIOUNT: MATURITY t/ALUE: DOLLARS DOLLAP.s The ORO~~ILLE UI~iI0h1 HIGH SCHOOL DISTRICT, a unified school district duly organized and existing under and by virtue of the Constitution artd laws of the State of California {the `District"), for value received hereby prorrrises to pay to the Registered Owner stated above, or registered assigns {the "Owner"), on the Maturity Date stated above, the Maturity ~Talue stated above, constituting the Denominational Arnourrt stated above, in la~~ful money of tl2e United States of America, and interest on said Denominational Amount front until payment of such Denominational Amount at the Yield to Maturity stated above per annum, compounded serniannuafly on each February 1 and August 1, commencing I'ebruary 1, 2001, and payable on the Maturity Date specified above; provided, hov~fever, that the amount of principal and interest Itayable on any date shall be deterrrrined solely by reference to the Table of Corrtpounded Arnowzts on Page ~5~ hereof. Principal hereof and interest herein is payable at the corporate trust office of U.S. Bank National Association {the "`Paying Agent"), in ,California. Payment of the principal of and interest on the Ponds shall be payable by check representing the coin or currency of the United States of America as, at the tunes of payment, shall be legal tender for the payment of public or private debts. This Bond is one of an aggregate amount of $ of Bonds issued to be used for the addition and modernization of school facilities to serve the District under authority of and pursuant to the laws of the State of California, and the requisite 55"/„ vote of the electors of the District obtained at an election held on November 5, 2002, upon the question of issuing bonds in the amount of $10,100,000, the resolution of the Board of 'T'rustees of the District adopted on June 18, 2003 {the "District Resolution"), and the resolution of the County Baard of Supervisors adopted on July 8, 2003 {the `County Resolution"). This Bond and the issue of which this Bond Extril~il B Page 1 is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes an all property subject to such taxes in the District, which taxis are unlimited as to rate or amount. The bonds of this issue are general obligations of the District and do riot constitute an obligation of tl~Ie County. No part of any fund of the Corulty is pledged or obligated to the payment of tl•re Boncis of this issue. The Bonds are issuabie as fully registered Bonds, withOLrt coupons, in denonrinatians of $5,000 Maturity Value and any integral multiple thereof. Subject to the limitations and conditions and upon payrrrent of the charges, if any, as provided in the Resolution, Bonds may be exchanged for a like aggregate Maturity Value of Bonds of other authorized denominations and of the same maturity, at the principal corporate trust office of the Paying Agent, by the Registered Owner or by a person legally enpowered to do so, upon presentation and surrender hereof to the Paying Agent, together vt~ith a Bequest 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 t11e terms, lirrritations and conditions provided in the County Resolution. Ali 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 owrner of this Bond for the purpose of receiving payment of or on account of princip~il or interest and for all other purposes, anci neither tl~e 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 to issue or transfer any bond during a period beginning with the opening of business on the 16`'' day of the month next preceding any Bond Payment Date. The Bonds are not subject to redemption prior to their respective stated maturities. The Terrrr Bonds maturing on August 1, and August I, _ are subject to mandatory sinking fund redemption in part by lot on August 1 in each year cornrrrencing August I, and August I, , in accordance with the schedule set Earth below, The Bands so called for mandatory sinking fund redemption shall be redeemed at the principal arrrount of surar Bands to be redeemed, plus accrued but unpaid interest, ~n~ithout prerr~riurn. Terre Fiends of Sinking Fund Payment Date Principal Amount ~Au ust~ to be Redeemed Term Bonds of Sinking Fund Piryrtrent Date Principal Amount Au ust 1 to be Redeemed If less than all of the Bands of any one maturity shall be called for redemption, the pat•ticular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot by the District in such manner as the District in its discretion may determine; provided, however, that the portion of any Bond to be redeemed s17all be in the principal amount of $5,000 or some multiple thereof and that, in selecting Bonds for redemption, the Paying Agent shall treat each Bond as representing that munber of Bonds ~,1~i~rich is obtained by dividing the Exhibit h Page 2 principal amount of such Pond by $5,0()0. If less than all of the Bonds shall be called for rederYrption, the lrarticular Fonds or portions thereof to be redeemed shall be called by lot in any manner v~~hich the District in its discretion shall determine. Notice of redemption shall be mailed, first class postage prepaid to the respective oNrners of any Bonds designated for redemption at their adc.iress appearing on the books required to be kept by the Paying Agent, not less than thirty {30) nor more than sihty {60} days prior to the redernl~tion date, which notice shall specify: {a} the Ponds or designated portions thereof {in the case of redemption of the Boncls in part but not in whole} uJhich are to be redeemed, {b} the date of redemption, {c} the place or places v~rhere 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 Ponds to be redeemed, {fj the Pond numbers of tl~e Ponds to be redeemed in whole or in part and, in the case of any $ond to be redeemed in part only, the Principal Amount of such Bond to be redeemed, and {g} the original issue date, interest rate and stated maturity date of each Bond to be redeerrled in whole or in part. In case of the reclf~rnption as permitted herein of all the outstanclin~; Bonds of any one maturity, then orrtstanding, notice of redemption shall be given by mailing as herein provided, except that the notice of redemption need not specify the serial numbers of the Bonds of such maturity. Neither the failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of i:he proceedings far t17e redemption of such Bonds or the cessation of accrual of interest represented thereby from and after the redemption date. Neither the District, the County nor the Paying Agent v~~ill be required {a) to issue or transfer any Bond during a period beginning with the opening of business on the IG``' day of the month next preceding either any Bond Payment Date or any date of selection of Ponds to be redeerYred and ending ~~itlr the close of business on the Bond Payment Date oe day on which the applicable notice of redemption is given, or {b} to transfer arry Bond v,~hich lras been selected or called for redemption in ~~hole or in part. Refeeence is made to the County Resolution for a more complete description of the provisions, among others, witl~r respect to the nature and extent of the security Eor the Bonds of this series, the rights, duties and obligations of the District, the County, the Paying Agent and the Registered ov~mers, and the terms and conditions upon Nrhich the Ponds are issued and secured. The registered o~nmer• of this Bond assents, by acceptance hereof, to all of the provisions of the County Resolution. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or sr_rch other name as requested by an authorized representative of The Depository Trr.rst Corrrpany and any payment is made to Cede & Co., ANY TP.ANSFER, PLEDGE OR OTHER USE HEP,EOF FOR VALUE OR OTHERWISE BY OR TO ANY PER5ON IS WRONGFUL since the registered owner hereof, Cede ~ Co., hers an interest herein. IT IS CERTIFIED AND RECITED that all acts and conditions regr.rired by the Constitution and laws of the State of California to Exist, to occur and to be perforrrred or to have been met precedent to and in the issuing of the Bonds in order to make t:hern 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 tyre Bonds has been received; that no statutory or constitutional limitation on indebtedness or tax~rtirn-~ has been exceeded in issuing ~xhihit 13 Page 3 the Ponds; and that due provision has been nrade for levying and c:allecting ad valorerrr property taxes on all of the taxable property vt~ithin the District ire an amount sufficient to l.~ay principal and interest v~~hen due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This Pond shall not be valid or obligatory far any purpose and shall not be entitled to any security or benefit under the County Pesolution until the Certificate of ~uthenticatian belovt~ lras been signed. Txhibit ~ Page 4 IN WITNESS WHEREOF, the County of Butte, California, has caused this Bond to be executed on behalf of the District and in their official capacities by the rnanual or facsirnile signatures of the Chair of the Board of Supervisors of the County and the Treasurer and Tax Collector of the County, and to be countersigned by the rrranual or facsirnile signature of the Executive Officer-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~ Fly COUNTERSIUNED: By Clerk of the Board of Supervisors COUNTY OF B[_JTTE, CALIFORNIA By Chair, Board of Supervisors Treasr.rrer-Tax Collector CERTIFICATE OF AUTI-IEN`TICATIC}N This Bond is one of the Bands described in the County Resolution referred to herein. Date of Registration and Authentication: August 5, ZQ03 By L:rhibit B Page 5 U.S. BANK NATIONAL ASSOCIATION as Yayin~ fluent Authorized Signatory ASSIGNMENT For value received, the undersigned sells, assigns and transfers unto (print or type n~Ur~re, address, zip code, t~tx identification or Social Security number of assignee} the within Bond a,~d doles} irrevocably constitute and appoint attorney, to transfer the sarrre on the registration books of the Paying Agent, with full power of sul7stitr.rtian in the premises. Dated: Silnature Guaranteed. Notice: Signature must be guaranteed by an eligible guarantor institution. Notice: The assignor's signature to this assignrrrent must correspond ~n~ith the name as it appears upon the face of the tiiithin Bond in every particular, without alteration of any change whatever. Exhibit F Page 6