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BOARD OF SUPERVISORS
COUNTY OF BUTTE, STATE OF CALIFORNIA
~E'SO111f10i1 N0. 05-065
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1[31;~1'~fi~. t'O~~N iY AN1_a t;;l.~}-NN ('f)t~NTY. (..A[,ii ORN[A} [_~:[,F:C"1~[t)N O[~ ?O(t? CiF~,NE;R,'~1_.
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WHi~~RF:AS..~ 4[uly ~al[ed election ~t~~as held in the liutt.e-Glenn C.`onu•nw7it~~ C°ollc~e Districk
ithc "'iistrict'"}_ [3utte C'.~~.mty and talents ('ount~~._ ~xtelte ~~f ('a{iti~rnitt. on !~~Iarch i_ 2{.}QZ tthe
-'}~:94ctscrri"') itnc# lherA;at'tc;r kanvasst~d }~t+rsu~tnt to law;
'4~'!-lEI~1~:AS. gat such l:leetiut~ them wits submitted to and a~~r~>ved hu the re~(uisitc fitt4-ti4e
~ercen% vite of th< yualifiied electors ut the iistrict a i[uestiun as 1~> the isstiartce ar~d sale of t?ett::ral
ubli~ation hands {>f the District #~,r various purposes set #i~t•t[t in the h~allot st~bmittex# t~ t1~ic ti~oters, in
the n~axinttit~n amoatut ~~,t ~k4.~~0U,t)C)O, payable #i•arn tht;• }~~~~ nf•att ctrl ~°crlor-c~~r1 tai; a~~ainst the ta~ablc~
t?rui~ert~~ it7 the District:
~'I-IIF~~REAS, ~,t~ .lut~~~ (~, ~?lt{12, the t3u,trd (li' ~~uperri5e~r~ +:~f~ [3tyt.tc ~~~aunt~ ftbc '.{ ,•,ut~l~ .r
~s,~~te-d .~« hel~alt° tr!' the- [~}istrict a first seriea ut such htmc~s iEy ~~~ ~t~:~xe~tats: E~ri~~cip~ti~urt~>t~u~t •t.
~'4'HE3tEA5, at t1Zis time this i~i~ard has re~cived the resofutiori of` the Board ot~ ~hrustecs ofi'
the= i3isiri~a re~iuestitlg the istit+anc~ r~#~ a seci~nd series ul`sucit bs~nds in an agbrc~ate; [irincipai amuu~7t
turf ~i,, c~cred !E;37,UUO.OtHi t~~ be sr~[ed as "Butte-t~}enn Contrr~unity C'ol}ege District. ((3i.ttte a,ld
Glenn C'~7untiea, Ca[ifornia) E:#ec~tion of 4t)O~w Ge:rtertti t)h}i~~atigri i;ontjs,~ Series B" (the ~~'Scries E3
Elvn,a".i~.
~'HFR~~AS, al[ acts, conditions and thins reyttir~d by #aw t« be dune ur pe:rformed have
been done and performed in strict. contitrmity with the: laws authorizing the issuance cif ~~eneral
~:~[~}i~ation bands of'the Distri~:t. anti the indchledncs5 ~~~#~the [7istrict, inclit~#in~ this prs>posed issue «#'
[3onds. is within alt lin7its iare5srihcd h~. law:
N()W, THF,I~I',F()R;F;, BF: !7' [2I?~;()C.VE;!) BY TIiC:. I3f]:~IxC1 ()F ~L'YE:R~'!4()R~ Q
13(.I,..I,C COl~NT1', ('AI,II+U12ti'I;~, AS NOLl~nti'!'4:
51~;(~'"T!O}V !. 1'urpnsc of the ~4eries Ii i3o~ds. ['hat i~n° the #~ur[r~scs :~tEik~arited b~ thc~
voters at the [;}ec;tiun. and to pa,~~ al} nec~~.5sary legal, tirtaacial. en~it~eerin~ and contin~cnt cf~as in
~cx~ncction tl7ercwith, the: t'uunt5 auth~~rilc:4 the iys~iancc {~#'the Series ti [3ottd~.
SECTl~N 2. 'i"ct•ms and Cvotiitions of Sale. [~}te Sct-ies [3 I3onsis shall he so[d Ott sE
nes;otiated sale ttpott t}~c direction of~ the ~upcrintendent'f'retiident a#• the District (the
°°Supr;rit?tendent;'[~'resident') or tkte Vie:e i'resideat, ~'~dntinistrati~~n lthe "Niue ['resident"). ~i~hc Series
B Bonds shall be sold pursuant to the terms and conditions set forth in the Contract of Purchase, as
described below.
SECTION 3. Approval of Contract of Yurehase. The form of Contract of Purchase (the
"Contract of Purchase") by and among the County, the llistrict and Citigroup Global Markets Inc.
(the "Underwriter"), for the purchase and sale of the Series B Bonds, substantially in the form
attached, is hereby approved, and the Treasurer-Tax Collector of the County (the "Treasurer"), or a
designated deputy thereof, is hereby authorized to execute and deliver the Contract of Purchase, and
the Superintendent/President, the Vice President, or a designated deputy thereof is hereby authorized
and requested to acknowledge the execution of such Contract of Purchase, if necessary, 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 maximum interest rate on the Series B Bonds shall not
exceed the maximum rate permitted by law, and the underwriter's discount shall not exceed 1.1°/> of
the sum of the aggregate principal amount of the Series B Bonds so issued plus the original issue
premium on such Series B Bonds, if any. The Treasurer, or any designated deputy thereof, is further
authorized to determine the principal amount of the Series B Bonds to be specified in the Contract of
Purchase up to $37,000,000 and to enter into and execute the Contract of Purchase with the
Underwriter, if the conditions set forth in this Resolution are satisfied.
SECTION 4. Certain Definitions. As used in this Resolution, the terms set forth below
shall have the meanings ascribed to them (unless otherwise set forth in the Contract of Purchase):
(a) "Accreted Interest" means, with respect to the Capital Appreciation Bonds,
the Accreted Value thereof minus the Denominational Amount thereof as of the date of
calculation.
(b) "Accretion Rate" means, unless otherwise provided by the Purchase
Contract, that rate which, when applied to the Denominational Amount of airy Capital
Appreciation Bond and compounded semiannually on each February 1 and August 1
(commencing August 1, 2005), produces the Maturity Value on the maturity date.
(c) "Accreted Value" means with respect to the Capital Appreciation Bonds, as
of the date of calculation, the Denominational Amount thereof, plus Accreted Interest thereon
to such date of calculation, compounded semiannually on each February 1 and August 1
(commencing on August 1, 2005 (unless otherwise provided in the Contract of Purchase))
with respect to the Capital Appreciation Bonds at the stated Accretion Rate to maturity
thereof, asswning in any such semiannual period that such Accreted Value increases in equal
daily amounts on the basis of a 360-day year of twelve 30-day months.
(d) "Bond Insurer" means any insurance company which issues a municipal
bond insurance policy insuring the payment of principal and Accreted Value of and interest
on the Series B Bonds.
(e) "Bond Payment Date" means (unless otherwise provided by the Contract of
Purchase or Official Statement), with respect to the Current Interest Bonds, February 1 and
August 1 of each year commencing February 1, 2006 with respect to the interest on the
Cun-ent Interest Bonds and August 1 of each year commencing August l , 2006 with respect
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DOCSSF/50355v3/24356-0002
to the principal payments on the Current hiterest Bonds, and, with respect to the Capital
Appreciation Bonds, the stated maturity dates thereof, as applicable, which dates may be
changed as set forth in the Contract of Purchase.
(f) "Bond Registrar" means The Bank of New York `['rust Company, N.A., or
any successor thereto, or any other such bond registrar designated in the Contract of
Purchase.
(g) "Capital Appreciation Bonds" means the Series B Bonds the interest
component of which is compounded semiannually on each Bond Payment Date to maturity as
shown in the table of Accreted Value for such Series B Bonds in the Official Statement.
(h) "Continuing Disclosure Certificate" means that certain Continuing
Disclosure Certificate executed by the District and dated the date of issuance and delivery of
the Series B Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
(i) "Current Interest Bonds" means the Series B Bonds the interest on which is
payable semiannually on each Bond Payment Date specified for each such Series B Bond as
designated and maturing in the years and in the amounts set forth in the Contract of Purchase.
(j) "Denominational Amount" means, with respect to the Capital Appreciation
Bonds, the initial principal amount thereof, and, with respect to the Current Interest Bonds,
the principal amount thereof.
(k) "Depositary" means the securities depository acting as Depository pursuant
to Section 5(c) hereof.
(1) "DTC" means The Depository "Trust Company, New Yor)<, 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 B Bonds.
(m) "Information Services" means Financial Information, Inc.'s Financial Daily
Called Bond Service; Standard and Pooi's J.J. Kenny Information Services "Called Bond
Record"; and Moody's Municipal and Gover~mcnt Called Bond Record.
(n) "Maturity Value" means the Accreted Value of any Capital Appreciation
Bond on its maturity date.
(o) "Nominee" means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 5(c) hereof.
(p) "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.
(q) "Principal" or "Principal Amount" means, with respect to any Current
Interest Bond, the principal or principal amount thereof and, with respect to any Capital
Appreciation Bond, the Denominational Amount.
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DOCSSFi50355v3/?4356-0002
(r) "Record Date" means, with respect to the Cun-ent Interest Bonds, the
fifteenth (15th) day of the month preceding each Bond Payment Date.
(s) "Securities Depositories" means The Depository "Trust Company, 55 eater
Street, New York, New York 1004], Tel: (212) 855-1000 or Fax: (212) 855-7320.
(t) "Term Bonds" means those Series B Bonds for which mandatory
redemption dates have been established in the Contract of Purchase.
(u) "Transfer Amount" means, with respect to any Outstanding Current h~terest
Bond, the Principal Amount and, with respect to any Capital Appreciation Bond, the Maturity
Value.
SECTION 5. Terms of the Series B Bonds.
(a) Denomination Interest, Dated Dates. The Series B Bonds shall be issued as any
combination of Current Interest Bonds and Capital Appreciation Bonds registered as to both principal
and interest, in the denominations of, with respect to the Current Interest Bonds, Five Thousand
Dollars ($5,000) Principal Amount or any integral multiple thereof (except for one odd
denomination), and with respect to the Capital Appreciation Bonds, Five Thousand Dollars ($5,000)
Maturity Value, or any integral multiple thereof.
Each Capital Appreciation Bond shall be dated, and shall accrete interest from, its date of
initial issuance. Capital Appreciation Bonds will not bear interest on a current basis.
Each Current Interest Bond shall be dated the date of delivery of the Bonds, or such date as
shall appear in the Official Statement (the "Date of Delivery"), and shall bear interest from the Bond
Payment Date next preceding the date of authentication thereof unless it is authe~lticated as of a day
during the period from the 16~'' day of the month next preceding any Bond Payment Date to that
Bond 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, 2006, in which event it shall bear interest from the
Date of Delivery.
The Series B Bonds shall bear interest or accrete interest at a rate or rates such that the
interest rate shall not exceed the maximum rate permitted by law. Interest shall be payable on the
respective Bond Payment Dates and shall be computed on the basis of a 360-day year of rivelve 30-
day months.
The Capital Appreciation Bonds shall mature in the years and shall be issued in the aggregate
Denominational Amount set forth in the Contract of Purchase and shall compound interest at the
Accretion Rates and shall have Denominational Amounts per each five thousand dollars ($5,000) in
Maturity Value as shown in the Accreted Value Table appended to the Official Statement; provided,
that in the event that the amount shown in such Accreted Value Table and the Accreted Value
calculated by the District and approved by the Bond Insurer by application of the definition of
Accreted Value set forth in Section 4 differ, the latter amount shall be the Accreted Value of such
Capital Appreciation Bond.
4
DOCSSF/50355v3124356-000?
(b) Redemption.
(i) Optional Redemption. The Series B Bonds are subject to optional
redemption prior to their stated maturity dates as provided in the Contract of Purchase.
(ii) Mandatory Kedemption. Unless otherwise provided in the Contract
of Purchase or Official Statement, the Term Bonds are subject to mandatory redemption from monies
in the Debt Service Fund established in Section 11 hereof prior to their stated maturity date, at the
Principal Amount or Accreted Value thereof without premium on each August 1, in Principal
Amounts as set forth in the Contract of Purchase and in the Official Statement.
(iii) Selection of Bonds for Redemption. Whenever provision is made in
this Resolution for the redemption of Series B Bonds and less than all Outstanding Series B Bonds
are to be redeemed, the Bond Registrar identif ed below, upon written direction from the District,
shall select Series B Bonds for redemption as so directed and if not directed, in inverse order of
maturity. Within a maturity, the Bond Registrar shall select Bonds for redemption by lot.
Redemption by lot shall be in such manner as the Bond Registrar shall dete~n~ine; provided, however,
that the portion of any Current Interest Bond to be redeemed in part shall be in the Principal Amount
of five thousand dollars ($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
five thousand dollars ($5,000) Maturity Value thereof.
(iv) Notice of Redemption. When redemption is authorized or required
pursuant to Section 5(b)(i) hereof, the Bond Registrar, upon written instruction from the District,
shall give notice (a "Redemption Notice") of the redemption of the Series B Bonds. Such
Redemption Notice shall specify: the Series B Bonds or designated portions thereof (in the case of
redemption of the Series B Bonds in part but not in whole) which are to be redeemed, the date of
redemption, the place or places where the redemption will be made, including the name and address
of the Bond Registrar, the redemption price, the CUSIP numbers (if any) assigmed to the Series B
Bonds to be redeemed, the Bond numbers of the Series B Bonds to be redeemed in whole or in part
and, in the case of any Series B Bond to be redeemed in part only, the Principal Amount of such
Bond to be redeemed, and the original issue date, interest rate or Accretion Rate and stated maturity
date of each Series B 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 B Bond
or portion thereof being redeemed at the redemption price thereof, 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.
The Bond Registrar shall take the following actions with respect to such Redemption Notice:
(a) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given to the respective Owners of Series B Bonds designated for
redemption by registered or certified mail, postage prepaid, at their addresses appearing on
the Bond Register.
(b) At least 30 but not more than 45 days prior to the redemption date, such
Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, (ii)
DOCSSF/50355v31?43~6-000?
telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to each of
the Securities Depositories.
(c) At least 30 but not more than 45 days prior io the redemption date, such
Redemption Notice shall be given by (i) registered or certified mail, postage prepaid, or (ii)
overnight delivery service, to one of the lnfo~lnation Services.
Neither failure to receive or failure to publish any Redemption Notice nor any defect in any
such Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption
of the affected Series B Bonds. Each check issued or other transfer of funds made by the Bond
Registrar for the purpose of redeeming Series B Bonds shall bear or include the CUSIP number
identifying, by issue and maturity, the Series B Bonds being redeemed with the proceeds of such
check or other transfer.
(v) Partial Redemption of Bonds. Upon the surrender of any Series B
Bond redeemed in part only, the Bond Registrar shall execute and deliver to the Owner thereof a new
Series B Bond or Series B Bonds of like tenor and maturity and of authorized denominations equal in
Transfer Amounts to the unredeemed portion of the Series B 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.
(vi) Effect of Notice of Redemption. Notice having been given as
aforesaid, and the moneys for the redemption (including the interest to the applicable date of
redemption) having been set aside in the District's Debt Service Fund, the Series B Bonds to be
redeemed shall become due and payable on such date of redemption.
If on such redemption date, money for the redemption of all the Series B Bonds to be
redeemed as provided in Section 5(b)(i) hereof, together with interest accrued to such redemption
date, shall be held by the Bond Registrar 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 B Bonds to be redeemed shall cease to accrue or
accrete and become payable. All money held by or on behalf of the Bond Registrar for the
redemption of Series B Bonds shall be held in trust for the account of the Owners of the Series B
Bonds so to be redeemed.
All Series B Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions
of this Section 5 shall be cancelled upon surrender thereof and be delivered to or upon the order of
the County and the District. All or any portion of a Series B Bond purchased by the County or the
District shall be cancelled by the Bond Registrar.
(vii) Series B Bonds No Longer Outstanding. When any Series B 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 in-evocable instructions to call for redemption
prior to maturity at the earliest redemption date have been given to the Bond Registrar, in form
satisfactory to it, and sufficient moneys shall be held by the Bond Registrar irrevocably in t1~st for
the payment of the redemption price of such Series B Bonds or portions thereof, and, in the case of
Current Interest Bonds, accrued interest with respect thereto to the date fixed for redemption, all as
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DOCSSFI50355v3/24356-0002
provided in this Resolution, then such Series B Bonds shall no longer be deemed Outstanding and
shall be surrendered to the Bond Registrar for cancellation.
(c) Book-Entry Systern.
(i) Definitions. As used in this Section, the terms set forth below shall
have the meanings ascribed to them:
"Nominee" means the nominee of the Depository, which may be the Depository, as
detern-rined from time to time pursuant to this Section.
"Participants" means those broker-dealers, banks and other financial institutions fi-om
time to time for which the Depository holds book-entry certificates as securities depository.
(ii) Election of Book-Entry System. The County shall cause the delivery
of a separate single fully-registered bond (which may be typewritten) for each maturity date of such
Series B Bonds in an authorized denomination (except for any odd denomination Capital
Appreciation Bond). The ownership of each such Series B Bond shall be registered in the Bond
Register (as defined below) in the name of the Nominee, as nominee of the Depository and
ownership of the Series B Bonds, or any portion thereof, may not thereafter be transferred except as
provided in Section 5(c)(ii)(4).
With respect to book-entry Series B Bonds, the District and the Bond Registrar shall have no
responsibility or obligation to any Participant or to any person on behalf of which such a Participant
holds an interest in such book-entry Series B Bonds. Without limiting the immediately preceding
sentence, the District and the Bond Registrar shall have no responsibility or obligation with respect to
(i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any
ownership interest in book-entry Series B Bonds, (ii) the delivery to any Participant or any other
person, other than an owner as shown in the Bond Register, of any notice with respect to book-entry
Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants
of the beneficial interests in book-entry Series B Bonds to be prepaid in the event the District
redeems the Series B Bonds in part, or (iv) the payment by the Depository or any Participant or any
other person, of any amount with respect to Accreted Value, Principal, premium, if any, or interest on
the book-entry Series B Bonds. The District and the Bond Registrar may treat and consider the
person in whose name each book-entry Series B Bond is registered in the Bond Register as the
absolute owner of such book-entry Series B Bond for the purpose of payment of Accreted Value or
Principal of and premium and interest on and to such Series B Bond, for the purpose of giving
notices of redemption and other matters with respect to such Series B Bond, for the purpose of
registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond
Registrar shall pay all Accreted Value or Principal of and premium, if any, and interest on the Series
B Bonds only to or upon the order of the respective owner, as shown in the Bond Register, or his
respective attorney duly authorized in writing, and all such pa}n~~ents shall be valid and effective to
fully satisfy and discharge the District's obligations with respect to payment of Accreted Value or
Principal of, and premium, if any, and interest on the Series B Bonds to the extent of the sum or sums
so paid. No person other than an owner, as shown in the Bond Register, shall receive a certificate
evidencing the obligation to make pa}~rrrents of Accreted Value or Principal of, and premium, if any,
and interest on the Series B Bonds. Upon delivery by the Depository to the owner and the Bond
Registrar, of written notice to the effect that the Depository has determined to substitute a new
7
DOCSSFI5035w3/Z435C-0002
nominee in place of the Nominee, and subject to the provisions herein with respect to the Record
Date, the word Nominee in this Resolution shall refer to such nominee of the Depository.
1. Delivery of Letter of Representations. In order to qualify the book-entry
Series B Bonds for the Depository's book-entry system, the District and the Bond Registrar
shall execute and deliver to the Depository a Letter of Representations. The execution and
delivery of a Letter of Representations shall not in any way impose upon the District or the
Bond Registrar any obligation whatsoever with respect to persons having interests in such
book-entry Series B Bonds other than the owners, as shown on the Bond Register. By
executing a Letter of Representations, the Bond Registrar shall agree to take all action
necessary at all times so that the District will be in compliance with all representations of the
District in such Letter of Representations. In addition to the execution and delivery of a
Letter of Representations, the District and the Bond Registrar shall take such other actions,
not inconsistent with this Resolution, as are reasonably necessary to qualify book-entry
Series B Bonds for the Depository's book-entry program.
2. Selection of Depository. In the event (i) the Depository determines not to
continue to act as securities depository for book-entry Bonds, or (ii) the District determines
that continuation of the book-entry system is not in the best interest of the beneficial owners
of the Series B Bonds or the District, then the District will discontinue the book-entry system
with the Depository. If the District determines to replace the Depository with another
qualified securities depository, the District shall prepare or direct the preparation of a new
single, separate, fully registered bond for each maturity date of such book-entry Series B
Bond, registered in the name of such successor or substitute qualified securities depository or
its Nominee as provided in subsection (4) hereof. If the District fails to identify another
qualified securities depository to replace the Depository, then the Series B Bonds shall no
longer be restricted to being registered in such Bond Register in the name of the Nominee,
but shall be registered in whatever name or names the owners transferring or exchanging
such Series B Bonds shall designate, in accordance with the provisions of this Section 5(c).
3. Payments to Depository. Notwithstanding any other provision of this
Resolution to the cont-ary, so long as all outstanding Series B Bonds are held in book-entry
form and registered in the name of the Nominee, all payments with respect to Accreted Value
or Principal of and premium, if any, or interest on the Series B Bonds and all notices with
respect to such Series B Bonds shall be made and given, respectively to the Nominees, as
provided in the Letter of Representations or as otheitivise instructed by the Depository and
agreed to by the Bond Registrar notwithstanding any inconsistent provisions herein.
4. Transfer of Series B Bonds to Substitute Depository.
(A) The Series B Bonds shall be initially issued as described in the Official
Statement described herein. Registered ownership of such Series B Bonds, or any portions
thereof, may not thereafter be transfen-ed except:
(1) to any successor of DTC or its nominee, or to any substitute
depository designated pursuant to Section 5(c)(ii)(4)(A)(2) ("Substitute Depository");
provided that any successor of DTC or Substitute Depository shall be qualified under
any applicable laws to provide the service proposed to be provided by it;
8
DOCSSF/50355x3/24356-0002
(2) to any Substitute Depository, upon (1) the resignation of DTC or its
successor (or any Substitute Depository or its successor) from its functions as
depository, or (2) a determination by the District that DTC (or its successor) is no
longer able to carry out its functions as depository; provided that any such Substitute
Depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it; or
(3) to any person as provided below, upon (I) the resignation of DTC or
its successor (or any Substitute Depository or its successor) from its functions as
depository, or (2) a determination by the District that DTC or its successor (or
Substitute Depository or its successor) is no longer able to carry out its functions as
depository.
(B) In the case of any transfer pursuant to Section 5(c)(ii)(4)(A)(1) or (2), upon
receipt of all outstanding Series B Bonds by the Bond Registrar, together with a written
request of the District to the Bond Registrar designating the Substitute Depository, a single
new Series B Bond, which the District shall prepare or cause to be prepared, shall be
executed and delivered for each maturity of Series B Bonds then outstanding, registered in
the name of such successor or such Substitute Depository or their Nominees, as the case may
be, all as specified in such written request of the District. h7 the case of any transfer pursuant
to Section 5(c)(ii)(4)(A)(3), upon receipt of all outstanding Series B Bonds by the Bond
Registrar, together with a written request of the District to the Bond Registrar, new Bonds,
which the District shall prepare or cause to be prepared, shall be executed and delivered in
such denominations and registered in the names of such persons as are requested in such
written request of the District, provided that the Bond Registrar shall not be required to
deliver such new Series B Bonds within a period of less than sixty (60) days from the date of
receipt of such written request from the District.
(C) h~ the case of a partial redemption or an advance refunding of any Series B
Bonds evidencing a portion of the Maturity Value or Principal maturing in a particular year,
DTC or its successor (or any Substitute Depository or its successor) shall make an
appropriate notation on such Series B Bonds indicating the date and amounts of such
reduction in Maturity Value or Principal, in form acceptable to the Bond Registrar, all in
accordance with the Letter of Representations. The Bond Registrar shall not be liable for
such Depository's failure to make such notations or en-ors in making such notations.
(D) The District and the Bond Registrar shall be entitled to treat the person in
whose name any Series B Bond is registered as the owner thereof for all purposes of this
Resolution and any applicable laws, notwithstanding any notice to the contrary received by
the Bond Registrar or the District; and the District and the Bond Registrar shall not have
responsibility for transmitting payr~~ents to, communicating with, notifying, or otherwise
dealing with any beneficial owners of the Series B Bonds. Neither the District nor the Bond
Registrar shall have any responsibility or obligation, legal or otherwise, to any such
beneficial owners or to any other party, including DTC or its successor (or Substitute
Depository or its successor), except to the Owner of any Series B Bonds, and the Bond
Registrar may rely conclusively on its records as to the identity of the owners of the Series B
Bonds.
9
DOC~SSF150355v312435C-000?
SECTION 6. Execution of Series B Bonds. The Series B Bonds shall be signed by the
Chair of the Board of Supervisors and the Treasurer, or the Treasurer's designee, by their manual or
facsimile signatures and countersigned by the manual or facsimile signature of and the seal of the
County affixed thereto by the Clerk of the Board of Supervisors, all in their official capacities. No
Series B Bond shall he 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 B
Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar
shall be conclusive evidence that the Series B Bond so authenticated has been duly issued, signed and
delivered under this Resolution and is entitled to the security and benefit of this Resolution.
There shall be attached to each Series B Bond, the legal opinion of Stradling Yocca Carlson
& Rauth, a Professional Corporation, and, immediately preceding such legal opinion, a certificate
executed with the facsimile signature of the Clerk of the Board of Supervisors, said certificate to be
in substantially the following form:
"The following is a true copy of the opinion rendered by Stradling Yocca
Carlson & Rauth, a Professional Corporation 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."
SECTION 7. Bond Registrar; Transfer and Exchange. This Board does hereby appoint
Bank of New York Trust Company, N.A., to act as the authenticating agent, bond registrar, transfer
agent and paying agent (collectively, the "Bond Registrar") for the Series B Bonds.
So long as any of the Series B Bonds remains outstanding, the District will cause the Bond
Registrar to maintain and keep at its principal office all books and records necessary for the
registration, exchange and transfer of the Series B Bonds as provided in this Section. Subject to the
provisions of Section 8 below, the person in whose name a Series B Bond is registered on the Bond
Register shall be regarded as the absolute owner of that Series B Bond for all purposes of this
Resolution. Payment of or on account of the Principal or Accreted Value of and premium, if any,
a~1d interest on any Series B Bond shall be made only to or upon the order of that person; neither the
District, the County nor the Bond Registrar 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 B Bonds, including interest,
to the extent of the amount or amounts so paid.
Any Series B Bond may be exchanged for Series B Bonds of like tenor, maturity and
Transfer Amount upon presentation and surrender at the principal office of the Bond Registrar,
together with a request for exchange signed by the Owner or by a person legally empowered to do so
in a form satisfactory to the Bond Registrar. A Series B Bond may be transferred on the Bond
Register only upon presentation and surrender of the Series B Bond at the principal office of the
Bond Registrar together with an assignment executed by the Owner or by a person legally
empowered to do so in a forni satisfactory to the Bond Registrar. Upon exchange or transfer, the
Bond Registrar shall complete, authenticate and deliver a new Series B Bond or Series B Bonds of
like tenor and of any authorized denomination or denominations requested by the Owner equal to the
Transfer Amount of the Series B Bond surrendered and bearing or accruing interest at the same rate
and maturing on the same date. Capital Appreciation Bonds and Cun-ent Interest Bonds may not be
exchanged for one another.
]0
DOCSSF/50355v312435G-000?
If any Series B Bond shall become mutilated, the County, at the expense of the Owner of said
Series B Bond, shall execute, and the Bond Registrar shall thereupon authenticate and deliver, a new
Series B Bond of like series, tenor and `T'ransfer Amount in exchange and substitution for the Series
B Bond so mutilated, but only upon surrcnder to the Bond Registrar of the Series B Bond so
mutilated. If any Series B Bond issued hereunder shall be lost, destroyed or stolen, evidence of such
loss, destruction or theft may be submitted to the Bond Registrar and, if such evidence be satisfactory
to the Bond Registrar and indemnity for the Bond Registrar, the County and the District satisfactory
to the Bond Registrar shall be given by the owner, the County, at the expense of the Bond owner,
shall execute, and the Bond Registrar shall thereupon authenticate and deliver, a new Series B Bond
of like tenor in lieu of and in substitution for the Series B Bond so lost, destroyed or stolen (or if any
such Series B Bond shall have matured or shall have been called for redemption, instead of issuing a
substitute Series B Bond the Bond Registrar may pay the same without surrender thereof upon
receipt of indemnity satisfactory to the Bond Registrar). The Bond Registrar may require payment of
a reasonable fee for each new Series B Bond issued under this paragraph and of the expenses which
may be incurred by the County and the Bond Registrar.
If manual signatures on behalf of the County are required in connection with an exchange or
transfer, the Bond Registrar shall undertake the exchange or transfer of Series B Bonds only after the
new Series B Bonds are signed by the authorized officers of the County. In all cases of exchanged or
transferred Series B Bonds, the County shall sign and the Bond Registrar shall authenticate and
deliver Series B Bonds in accordance with the provisions of this Resolution. All fees and costs of
transfer shall be paid by the requesting party. Those charges may be required to be paid before the
procedure is begun for the exchange or transfer. All Series B 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 B Bonds surrendered upon that exchange or
transfer.
Any Series B Bond sutl-endered to the Bond Registrar for payment, retirement, exchange,
replacement or transfer shall be cancelled by the Bond Registrar. The District and the County may at
any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered
Series B Bonds that the District and the County may have acquired in any manner whatsoever, and
those Series B Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the
surrender and cancellation of Series B Bonds shall be made to the District and the County by the
Bond Registrar on or before February 1 and August 1 of each year. The cancelled Series B Bonds
shall be retained for six years, then retutaled to the District or destroyed by the Bond Registrar as
directed by the District.
Neither the District, the County nor the Bond Registrar will be required (a) to issue or
transfer any Series B Bonds during a period beginning with the opening of business on the fifteenth
(I S`h) 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 Bond Payment Date or any day on which
the applicable notice of redemption is given or (b) to transfer any Series B Bonds which have been
selected or called for redemption in whole or in part.
SECTION 8. Pavment. Payment of interest on any Current Interest Bond on any Bond
Payment Date shall be made to the person appearing on the registration books of the Bond Registrar
as the Owner thereof as of the Record Date immediately preceding such Bond Pa}nnent Date, such
interest to be paid by check mailed to such Owner on the Bond Payment Date at his address as it
11
DOCSSF/503SSv3l?4356-0002
appears on such registration books or at such other address as he may have filed with the Bond
Registrar for that purpose on or before the Record Date. The Owner in an aggregate Principal
Amount or Maturity Value of $1,000,000 or more may request in writing to the Bond Registrar that
such Owner be paid interest by wire transfer to the bank and account number on file with the Bond
Registrar as of the Record Date. The principal, and prepayment premiums, if any, payable on the
Current Interest Bonds and the Accreted Value and prepayment premiums, if any, on the Capital
Appreciation Bonds shall be payable upon maturity or redemption upon surrender at the principal
office of the Bond Registrar. The interest, Accreted Value, Principal and premiums, if any, on the
Series B Bonds shall be payable in lawful money of the United States of America. The Bond
Registrar is hereby authorized to pay the Series B Bonds when duly presented for payment at
maturity, and to cancel all Series B Bonds upon payment thereof. The Series B Bonds are general
obligations of the District and do not constitute an obligation of the County except as provided in this
Bond Resolution. No part of any fund of the County is pledged or obligated to the payment of the
Series B Bonds-
SECTION 9. Form of Bonds. The Series B Bonds shall be in substantially the following
form, allowing those officials executing the Series B Bonds to make the insertions and deletions
necessary to confotrn the Series B Bonds to this Resolution and the Contract of Purchase.
12
DOCSSF/50355~~3/24356-000?
(Form of Current Interest Bond)
REGISTERED REGISTERED
NO. ~
BUTTE-GLENN COMMUNITY COI_.L,HGE DISTRICT
BUTTE COUNTY AND GLENN COUNTY, CALIFORNIA
ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES B
INTERES"h RATE: MATURITY DATE: DATED AS OF: CUSIP
°/> pcr annum August I, Date of Delivery
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The Butte-Glenn Community College District (the "District") in Butte County (the "County")
and Glenn County, Califon~ia, 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 (the "Bond Payment Dates"), commencing February 1,
2006. 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 16`~ day of the
month next preceding any Bond Payment Date to the Bond Payment Date, inclusive, in which event
it shall bear interest fiom such Bond Payment Date, or w~less it is authenticated on or before January
I5, 2006, in which event it shall bear interest from the Date of Delivery. Interest on this bond shall
be computed on the basis of a 360-day year of twelve 30-day months. 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 Bond Registrar, initially The
Bank of New York Trust Company, N.A. Principal is payable upon presentation and sui7-ender of
this bond at the principal office of the Bond Registrar. Interest is payable by check or draft ~nailcd
by the Bond Registrar on each Bond Payment Date to the Registered Owner of this bond (or one or
more predecessor bonds) as shown and at the address appearing on the Register at the close of
business on the ] 5`h day of the calendar month next preceding that Bond Payment Date (the "Record
Date"). The Owner of Current Interest Bonds in the aggregate principal amow~t of $ l ,000,000 or
more may reduest in writing to the Bond Registrar that the Owner be paid interest by wire transfer to
the bank and account number on file with the Bond Registrar as of the Record Date.
This bond is one of an authorization of $ of bonds approved to raise money for
the purposes authorized by the voters of the District at the Election (defined below), 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
electors of the District cast at an election held on March 5, 2002 (the "Election"), upon the question
of issuing bonds in the amount of $84,900,000, the resolution of the Board of Trustees of the District
adopted on April 27, 2005 (the "District Resolution") and the resolution of the County Board of
Supervisors adopted on May 10, 2005 (the "Bond Resolution"). This bond and the issue of which
this bond is one are payable as to both principal and interest fiom the proceeds of the levy of ad
13
DOCSSF150355v3/24356-0002
valore»i taxes on all property subject to such taxes in the District, which taxes arc unlimited as to rate
or amount. The bonds of this issue are general obligations of the District and do not constitute an
obligation old the County except as provided in the Bond Resolution. No part of any fund of the
County is pledged or obligated to the payment of the Bonds of this issue.
The bonds of this issue are comprised of $ principal amount of Current Interest
Bonds, of which this bond is a part (a "Cun-ent Interest Bond") and Capital Appreciation Bonds of
which $ represents the Denominational Amount and $ represents the Maturity
Value.
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the principal office
of the Bond Registrar in Los Angeles, California, by the Registered Owner or by a person legally
empowered to do so, in a form satisfactory to the Bond Registrar, 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 Bond Registrar 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 Bond
Registrar shall be affected by any notice to the contrary.
Neither the District, the County nor the Bond Registrar will 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 Bond 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 Cun-ent Interest Bonds maturing on or before August I, 20_ are not subject to
redemption prior to their fixed maturity dates. The Current Interest Bonds maturing on or after
August 1, 20_ are subject to redemption on or after August 1, 20_ at the option of the District as a
whole or in part on any date, at a redemption price equal to the principal amount of the Cun-ent
hlterest Bonds to be redeemed, plus interest accrued thereon to the date fixed for redemption, without
premium.
The Current Interest Bonds maturing on August 1, 20_ are subject to mandatory redemption
from monies in the Debt Service Fund prior to their stated maturity date, at the Principal Amount
thereof without premium on each August 1, on and after August 1, 20_, in the Principal Amounts as
set forth in the following table:
Redemption Dates
Principal Amounts
TOTAL
If less than all outstanding bonds are to be redeemed, the Bond Registrar, upon direction
from the District, shall select bonds for redemption as so directed and if not directed, in inverse order
of maturity. Within a maturity, the Bond Registrar shall select Bonds for redemption by lot.
14
DOCSSFI50355v3/24356-0002
Redemption by lot shall be in such manner as the Bond Registrar shall determine; provided, however,
that the poi-lion of any Current Interest Bond to be redeemed in part shall be in the Principal Amount
of $5,000 or any integral multiple thereof.
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 Bond Registrar and the Registered
Owners, and the terns 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.
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 forn~ as required by law; that
pa}nnent in full for the bonds has been received; that no statutory or constitutional ]imitation on
indebtedness or taxation has been exceeded in issuing the bonds; and that due provision has been
made for levying and collecting ad valo~•e~n 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 has been signed.
15
DOCSSF/50355v3; 24356-0002
IN WITNESS WHEREOF, the Board of~ Supervisors of the County 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-Tax Collector of
the County, and to be countersigned by the manual or 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]
BUTTE COUNTY, CALIFORNIA
By: [form of bond only ~ do not sign J
Chair of the Board of Supervisors
By: form of bond onl1~' do not si~J
Treasurer-Tax Collector
County of Butte
COUNTERSIGNED:
[form of bo~id only • do ~aot si~n1
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENT[CATION
This bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on , 2005.
(form of bond onh~ ~ do not sip n7
The Bank of New York Trust Company, N.A.
Bond Registrar
16
DOCSSFI50355v3/24356-0002
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and zip code of Transferee):
this bond and irrevocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignor's signature to this assignment must con-espond with the name as it
appears upon the within bond in every particular, without alteration or any change
whatever, and the signature(s) must be guaranteed by an eligible guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee:
Unless this certificate 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 such other name as requested by an
authorized representative of The Depository Trust Company and any pa}nnent is made to Cede &
Co., ANY TRANSFER, PLEDGI/ OR OTHER USE [IEREOF FOR VALUE OR OTIIERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede K Co., has an
interest herein.
LEGAL OPINION
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation 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.
(Facsimile)
Clerk, Board of Supervisors
(Form of Legal Opinion)
17
DOCSSF/50355v3i24356-00O?
(Foi7n of Capital Appreciation Bond)
RIGISTERED
NO.
REGISTERED
BUT"hE-GLENN COMMUNITY COLLEGE DISTRICT
BUTTE COUNTY AND GLENN COUNTY, CALIFORNIA
ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES B
ACCRETION RATE: MATURITY DATE
August 1,
DATED AS OF
CUSIP
Date of Delivery
REGISTERED OWNER: CEDE & CO.
DENOMINATIONAL AMOUNT:
MATURITY VALUE:
The Butte-Glenn Community College District (the "District") in Butte County (the "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, such
Maturity Value being comprised of the Denominational Amount and interest accreted thereon. "Phis
bond will not bear current interest but will accrete interest, compounded on each February I and
August 1, commencing August 1, 2005, at the Accretion Rate specified above to the Maturity Date,
assuming that in any such semiannual period the sum of such compounded accreted interest and the
Denominational Amount (such sum being herein called the "Accreted Value") increases in equal
daily amounts on the basis of a 360-day year consisting of twelve 30-day months. Accreted Value
and redemption premium, if any, are payable in lawfi~l 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 Bond Registrar, initially The Bank of New York Trust Company, N.A. Accreted
Value and redemption premium, if any, are payable upon presentation and surrender of this bond at
the principal office of the Bond Registrar.
This bond is one of an authorization of ~ of bonds approved to raise money for
the pwposes authorized by the voters of the District at the Election (defined below), 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
electors of the District cast at an election held on March 5, 2002 (the "Election"), upon the question
of issuing bonds in the amount of $84,900,000, the resolution of the Board of Trustees of the District
adopted on April 27, 2005 (the "District Resolution") and the resolution of the County Board of
Supervisors adopted on May 10, 2005 (the "Bond Resolution"). This bond and the issue of which
this bond is one are payable as to both principal and interest fiom the proceeds of the levy of ad
valorel~i taxes on all property subject to such ta~.es in the District, which taxes are unlimited as to rate
or amount. The bonds of this issue are general obligations of the District and do not constitute an
obligation of the County except as provided in the Boud Resolution. No part of any fund of the
County is pledged or obligated to the payment of the Bonds of this issue.
18
DOCSSF/50355x3134356-0002
The bonds of this issue are comprised of $__ principal amount of Cui7-ent Interest
Bonds (each a "Current Interest Bond") and Capital Appreciation Bonds, of which this bond is a part,
in the Denominational Amount of $ and the Maturity Value of $
This bond is exchangeable and transferable for bonds of like tenor, maturity and Transfer
Amount (as defined in the Bond Resolution) and in authorized denominations at the principal office
of the Bond Registrar in Los Angeles, California, by the Registered Owner or by a person legally
empowered to do so, in a form satisfactory to the Bond Registrar, 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 Bond Registrar 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 Bond
Registrar shall be affected by any notice to the cont-aiy.
Neither the District, the County nor the Bond Registrar will be required (a) to issue or
transfer any bond during a period beginning with the opening of business on the 15`h business day
next preceding either any Bond Payment Date or any date of selection of bonds to be redeemed and
ending with the close ofbusiness on the Bond 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 Capital Appreciation Bonds maturing on or before August 1, 20_ are not subject to
redemption prior to their fixed maturity dates. The Capital Appreciation Bonds maturing on or after
August 1, 20 may be redeemed prior to their respective stated maturity dates at the option of the
District, from any source of funds, on August 1, 20 or on any date thereafter as a whole, or in part,
at `% of the Accreted Value of the Capital Appreciation Bonds.
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 Capita] Appreciation Bonds
of this series, the rights, duties and obligations of the District, the County, the Bond Registrar 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.
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 genera] obligations of the
District, have been perfoi7ned 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 ~~alorena propeiTy taxes on all of the taxable property within the
District in an amotmt 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 has been signed.
19
DOCSSF/~0355v31243 i6-0003
IN WITNESS WHEREOF, the Board of Supervisors of the County 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-Tax Collector of
the County, and to be countersigned by the manual or 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)
BUTTE COUNTY, CALIFORNIA
By: jforn2 o~'bond only ~ do not sign]
Chair of the Board of Supervisors
By: [~ornz of bond only ~ do not si~nJ
Treasurer-Tax Collector
County of Butte
COUNTERSIGNED:
[fo~-ni of bond only • do not siQn1
Clerk of the Board of Supervisors
CERTIFICATE OF AUTHENTICATION
"hhis bond is one of the bonds described in the Bond Resolution referred to herein which has
been authenticated and registered on , 2005.
form of bond onh~ ~ do not si~n1
The Bank of New York Trust Company, N.A.
Bond Registrar
?p
DOCSSF/50355v3124356-0002
ASSIGNMENT
For value received, the undersigned sells, assigns and transfers to (print or typewrite name,
address and ZIP code of Transferee):
this bond and in-evocably constitutes and appoints attorney to transfer this bond on the books for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Notice: The assignors signature to this assignment must con-espond with the name as it
appears upon the face of the within bond in every particular, without alteration or by
any change whatever, and the signature(s) must be guaranteed by an eligible
guarantor institution.
Social Security Number, Taxpayer Identification Number or other identifying number
of Assignee:
Unless this certificate is presented by an authorized representative of The Depository ['rust
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 & Go. or such other name as requested by an
authorized representative of The Depository T--ust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTIIERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
LEGAL OPINION
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation 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.
(Facsimile)
Clerk, Board of Supervisors
(Forn~ of Legal Opinion)
21
DOCSSF/5035w3/24356-000?
SECTION 10. Delivery of Series B Bonds. The proper officials of the County shall cause
the Series B Bonds to be prepared and, following their sale, shall have the Series B Bonds signed and
delivered, together with a true transcript of proceedings with reference to the issuance of the Series B
Bonds, to the original purchaser upon payment of the purchase price therefor.
SECTION 11. Deposit of Proceeds of Series B Bonds. The proceeds from the sale of the
Series B Bonds, to the extent of the Denominational Amount and 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 Election of 2002 General Obligation Bonds, Series B
Building Fund" (the "Building Fund") of the District, shall be kept separate and distinct from all
other District and County funds, and those proceeds shall be used solely for the purpose for which
the Series B Bonds are being issued and provided furtl--er that such proceeds shall be applied solely to
authorized purposes which relate to the acquisition or improvement of real property. The accrued
interest and any premium received by the County from the sale of the Series B Bonds shall be kept
separate and apart in the fund hereby created and established and to be designated as the "Butte-
Glenn Community College District Election of 2002 General Obligation Bonds, Series B Debt
Service Fund" (the "Debt Service Fund") for the Series B Bonds and used only for payment of
Accreted Value or Principal of and interest on the Series B Bonds. Interest earnings on monies held
in the Building Fund shall be retained in the Building Fund. Any excess proceeds of the Series B
Bonds not needed for the authorized purposes set forth herein for which the Series B Bonds are being
issued shall be transferred to the Debt Service Fund and applied to the payment of Accreted Value or
Principal of and interest on the Series B Bonds. If, after payment in full of the Series B Bonds, there
remain excess proceeds, any such excess amounts shall be transferred to the General Fund of the
District.
Subject to federal tax restrictions, monies in the funds created hereunder shall be invested in
any lawful investment permitted by Sections 16429.1 and 53601 of the Government Code of the
State of California (the "Government Code"), 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 5363 of the Government Code, or in any tax-exempt municipal
bonds.
Except as required below to satisfy the requirements of Section 148(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), interest earned on the investment of monies held
in the Debt Service Fund shall be retained in the Debt Service Fund and used by the County to pay
the Accreted Value or Principal of and interest on the Series B Bonds when due.
SECTION 12. Rebate Fund.
(a) The District shall create and establish a special fund designated the "Butte-Glenn
Community College District Election of 2002 General Obligation Bonds, Series B Rebate Fund" (the
"Rebate Fund"). All amounts at any time on deposit in the Rebate Fund shall be held in trust, to the
extent required to satisfy the requirement to make rebate payments to the United States (the "Rebate
Requirement") pursuant to Section ]48 of the Code, and the 'T'reasury Regulations promulgated
thereunder (the "Treaswy Regulations"). Such amounts shall be free and clear of any lien hereunder
and shall be governed by this Section and by the Tax Certificate to be executed by the District.
(b) Within forty-five (45) days of the end of each fifth Bond Year (as such term is
22
DOCSSF/~0355v3/243~G-0002
defined in the Tax Certificate), (1) the District shall calculate or cause to be calculated with respect to
the Series B Bonds the amount that would be considered the "rebate amount" within the meaning of
Section 1.148-3 of the Treasury Regulations, using as the "computation date" for this purpose the end
of such Bond Year, and (2) the District shall deposit to the Rebate Fund from amounts on deposit in
the other funds established hereunder or from other District funds, if and to the extent required,
amounts sufficient to cause the balance in the Rebate Fund to be equal to the "rebate amount" so
calculated. The Disri-ict shall not be required to deposit any amount to the Rebate Fund in
accordance with the preceding sentence, if the amount on deposit in the Rebate Fund prior to the
deposit required to be made under this subsection (b) equals or exceeds the "rebate amount"
calculated in accordance with the preceding sentence. Such excess may be withdrawn from the
Rebate Fund to the extent permitted under subsection (g) of this Section. The District shall not be
required to calculate the "rebate amount" and shall not be required to deposit any amount to the
Rebate Fund in accordance with this subsection (b), with respect to all or a portion of the proceeds of
the Series B Bonds (including amounts treated as proceeds of the Series B Bonds) (1) to the extent
such proceeds satisfy the expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of
the Code or Section 1.148-7(d) of the Treasury Regulations, whichever is applicable, and otherwise
qualify for the exception to the Rebate Requirement pursuant to whichever of said sections is
applicable, (2) to the extent such proceeds are subject to an election by the District under Section
148(f)(4)(C)(vii) of the Code to pay a one and one-half percent (1'/z%) penalty in lieu of arbitrage
rebate in the event any of the percentage expenditure requirements of Section 148(f)(4)(C) are not
satisfied, or (3) to the extent such proceeds qualify for the exception to arbitrage rebate under Section
l48(f)(4)(A)(ii) of the Code for amounts in a "bona fide debt service fund." In such event, and with
respect to such amounts, the District shall not be required to deposit any amount to the Rebate Fund
in accordance with this subsection (b).
(c) Any funds remaining in the Rebate Fund after redemption of all the Series B Bonds
and any amounts described in paragraph (2) of subsection (d) of this Section, or provision made
therefor satisfactory to the District, including accrued interest, shall be remitted to the District.
(d) Subject to the exceptions contained in subsection (b) of this Section to the
requirement to calculate the "rebate amount" and make deposits to the Rebate Fund, the District shall
pay to the United States, tiom amounts on deposit in the Rebate Fund,
(1) not later than sixty (60) days after the end of (i) the fifth Bond Year, and (ii)
each fifth Bond Year thereafter, an amount that, together with all previous rebate payments,
is equal to at least 90% of the "rebate amount" calculated as of the end of such Bond Year in
accordance with Section 1.148-3 of the Treasury Regulations; and
(2) not later than sixty (60) days after the payment of all Series B Bonds, an
amount equal to one hundred percent (100%) of the "rebate amount" calculated as of the date
of such payment (and any income attributable to the "rebate amowlt" determined to be due
and payable) in accordance with Section 1.148-3 of the Treasury Regulations.
(e) In the event that, prior to the time any payment is required to be made fi-om the
Rebate Fund, the amount in the Rebate Fund is not sufficient to make such pa}nnent when such
pa}nnent is due, the District shall calculate (or have calculated) the amount of such deficiency and
deposit an amount equal to such deficiency into the Rebate Fund prior to the time such pa}mlent is
due.
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DOCSSFi503>Sv3/24356-0002
(f) Each payment required to be made pursuant to subsection (d) of this Section shall be
made to the Internal Revenue Service on or before the date on which such payment is due, and shall
be accompanied by Internal Revenue Service Dorm 8038-T, such form to be prepared or caused to be
prepared by the District.
(g} In the event that immediately i=ollowing the calculation required by subsection (b) of
this Section, but prior to any deposit made under said subsection, the amount on deposit in the Rebate
Fund exceeds the "rebate amount" calculated in accordance with said subsection, the District shall
withdraw the excess from the Rebate Fund and credit such excess to the Debt Service Fund.
(h) The District shall retain records of all determinations made hereunder until six years
after the complete retirement of the Series B Bonds.
(i) Notwithstanding anything in this Resolution to the contrary, the rebate Requirement
shall survive the payment in full or defeasance of the Series B Bonds.
SECTION 13. Security for the Series B Bonds. There shall be levied on all the taxable
property in the District, in addition to all other taxes, a continuing direct ad vala'em tax annually
during the period the Series B Bonds are outstanding at an annual tax rate with respect to all
outstanding genera] obligation bonds of the District equal to the greater of $20.88 per $100,000 of
taxable property value or such greater amount as may be necessary to pay the Principal and Accreted
Value of and interest on the Series B Bonds when due, which monies when collected will be placed
in the Debt Service Fund of the District, which fund is irrevocably pledged for the payment of the
principal of and interest on the Series B Bonds when and as the same fall due.
SECTION 14. Arbitrage Covenant. The County acknowledges that the District has
covenanted that it will restrict the use of the proceeds of the Series B Bonds in such manner and to
such extent, if any, as may be necessary, so that the Series B 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 detern~ining arbitrage requirements are the sole
responsibility of the District.
SECTION 15. Conditions Precedent. Based in part on representations of the District, this
Board determines that all acts and conditions necessary to be perfo~-~~ed by the Board or to have been
rnet precedent to and in the issuing of the Series B 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 B 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 B Bonds; and that nn statutory or
constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the
Series B Bonds.
SECTION 16. Official Statement. The Underwriter is hereby authorized to prepare a
Preliminary Official Statement and an Official Statement relating to the Series B Bonds to be used in
connection with the offering and sale of the Series B Bonds. The District and the Underwriter are
hereby authorized to distribute copies of the Preliminary Official Statement and the Official
Statement to persons who may be interested in the purchase of the Series B Bonds and are directed to
deliver copies of any final Official Statement to the purchaser of the Series B Bonds, in such time
?4
DOCSSFI5035j~°3/2435(,-0002
and manner as to conform with the requirements of Rule 15c2-12 of the Securities and Exchange
~.Or17r171SSr011.
SECTION 17. Insurance. In the event the District purchases bond insurance for the Series
B Bonds, and to the extent that the Bond Insurer makes payment of the principal, interest or Accreted
Interest on the Series B Bonds, it shall become t11c owner of such Series B Bonds with the right to
payn7ent of principal, interest or Accreted Interest on the Series B Bonds, and shall be fully
subrogated to all of the Owners' rights, including the Owners' rights to payment thereon. To
evidence such subrogation (i) in the case of subrogation as to claims that were past due interest
components, the Bond Registrar s11a11 note the Bond Insurer's rights as subrogee or7 the registration
books for the Series B Bonds maintained by the Bond Registrar upon receipt of a copy of the
cancelled check issued by the Bond Insurer for the payment of such interest to the Owners of the
Series B Bonds, and (ii) in the case of subrogation as to claims for past due Principal or Accreted
Value, the Bond Registrar shall note the Bond Insurer as subrogee on the registration books for the
Series B Bonds maintained by the Bond Registrar upon surrender of the Series B Bonds by the
Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer.
SECTION 18. Defeasance. All or any portion of the outstanding maturities of the Series B
Bonds maybe defeased prior to maturity in the following ways:
(a) Cash: by irrevocably depositing with the Bond Registrar or with an
independent escrow agent selected by the District an amount of cash which together with
amounts then on deposit in the Debt Service Fund (as hereinafter defined) is sufficient to pay
all Series B Bonds outstanding and designated for defeasance, including all principal and
interest and premium, if any; or .
(b) Government Obli atg ions: by irrevocably depositing with the Bond Registrar
or with an independent escrow agent selected by the District noncallable Government
Obligations together with cash, if required, ir1 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 together with the interest to accrue thereon, be fully
sufficient to pay and discharge all Series B Bonds outstanding and designated for defeasance
(including all Principal and interest represented thereby and prepayment premiums, if any) at
or before their maturity date;
then, notwithstanding that any of such Series B Bonds shall not have been surrendered for pa}nnent,
all obligations of the District and the County with respect to all such designated outstanding Series B
Bonds shall cease and terminate, except only the obligation of the County and the Bond Registrar or
an independent escrow agent selected by the District, to pay or cause to be paid from funds deposited
pursuant to paragraphs (a) or (b) of this Section, to the owners of such designated Series B Bonds not
so surrendered and paid all sums due with respect thereto.
For purposes of this Section, "Government Obligations" shall mean:
Direct and general obligations of the United States of America (which n7ay consist of
obligations of the Resolution Funding Corporation that constitute interest strips), or
obligations that are unconditionally guaranteed as to principal and interest by the United
States of America, or "prerefunded" municipal ob]igations rated in the highest rating
25
DOCSSF!50355v3/24356-000?
category by Moody's Investors Service or Standard & Poor's. ]n the case of direct and
general obligations of the United States of America, Government Obligations shall include
evidences of direct ownership of proportionate interests in future interest or principal
payments of such obligations. Investments in such proportionate interests must be limited to
circumstances where (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
claim 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 or assessed "AAA"
by Standard & Poor's or "Aaa" by Moody's Investors Service.
SECTION 19. Other Actions. Officers of the Board and County officials and staff 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 B 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, confirn~ed and approved.
[Balance of Page Left Intentionally Blank]
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DOCSSF150355v3/24350-0002
SECTION 20. Resolution to Treasurer-Tax Collector. The Clerk of this Board is hereby
directed to provide a certilied copy of this Resolution to the Treasurer-fax Collector of Butte County
immediately following its adoption.
SECTION 21. Effective Date. This Resolution shall take effect immediately upon its
passage.
PASSED AND ADOPTED this 10th day of May, 2005, by the following vote:
AYES: Supervisors Connelly, Dolan, Houx, Josiassen and Chair Yamaguchi
NOES: None
ABSENT: None
ABSTENTIONS: None
BUTTE COUNTY, CALIFORNIA
Chair of the Board of Supervisors
Attest:
Clerk of the Board of Supervisors
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DOCSSF/50355v312435C-0002
CLERK'S CERTIFICATE
1 ,Clerk of the Board of Supervisors of Butte County,
California, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Supervisors of said County duly and regularly and legally held at the regular
meeting place thereof on May 10, 2005, of which meeting all of the members of the Board of said
County had due notice and at which a quorum was present.
I have carefully compared the same with the original minutes of said meeting on file and of
record in n1y office and the foregoing is a full, true and coi7-ect copy of the original resolution
adopted at said meeting and entered in said minutes.
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.
Dated: , 2005
Clerk
2~
DOCSSF/5035w3I243~C-0002