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HomeMy WebLinkAbout08-096Resolution RESOLUTION OF THE BOARD OF SUPERVISORS OF BUTTE COUNTY AUTHORIZING THE ISSUANCE OF 2008-2009 TAX AND REVENUE ANTICIPATION NOTES FOR BUTTE COUNTY OFFICE OF EDUCATION WHEREAS, pursuant to Sections 53850, et sea., of the Government Cade of the State of California (the "Act") contained in Article 7.6 thereof, entitled "Temporary Borrowing," school districts and county offices of education organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes far any purpose which the office is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness; and V~THEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the office by the Boazd of Supervisors of the County (the "County Board"), the County Superintendent of which has jurisdiction over the office, as soon as possible following the receipt of a resolution of the Board of Education of the office requesting the borrowing; and WHEREAS, the County Superintendent (the "Superintendent") of Butte County (the "County"} has jurisdiction over the Butte County Office of Education (the "Office"); and WHEREAS, the Board of Education of the Office (the "Office Boazd") has requested that the County Board authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of and on behalf of the Office under and pursuant to the provisions of the Act in an amount not to exceed Seventeen Million Dollars ($17,000,000.00) at an interest rate not to exceed six percent (6%); NOW, THEREFORE, the Board of Supervisors of Butte County hereby resolves as follows: Section 1. Findings. All of the above recitals are true and correct and the County Board so finds and determines. FINALcounty resolution - bcoe 2008-2009_070808FINAL - 1 - Section 2. Authorization of Issuance of Notes; Terms Thereof; Pang Agent. The County Board hereby approves the request of the Office Board to issue notes an its behalf in an amount not to exceed $17,000,000.00 principal amount of Notes under Section 53850, et se,~c ., of the Act, designated "Butte County Office of Education, Butte County, State of California, 2008-2009 Tax and Revenue Anticipation Notes" (the "Notes"); to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,000, or integral multiples thereof, to be dated the date of delivery thereof; to mature (without option of prior redemption) on such date as shall be determined by the Superintendent {or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity {if the maturity of the Notes is determined to be one year ar earlier from the date of issuance) or payable twelve months from the date of issue and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance), and computed on a 30- day month1360-day year basis. Subject to Section 3 hereof, bath the principal of an interest on the Notes shall be payable at the office of the Butte County TreasurerlTax Collector (the "County Treasurer"), Oroville, California, which is hereby designated as the paying agent {the "Paying Agent"). Section 3. Farm of Notes. The Notes shall be issued in registered form, without coupons signed by facsimile or manual signature of the County Treasurer or designee, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be issued in fully registered form, and at the closing, there shall be one Note registered in the name of Cede & Go., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC is hereby appointed depository for the Notes. There shall be printed on each Note the legal opinion of Barkkiewicz, Kronick & Shanhan respecting the validity of said Notes and, immediately following such legal opinion, a certificate executed with the manual or facsimile signature of the Clerk of the County Board, said certificate to be in substantially the following form: I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion regarding the Notes therein described that was manually signed by Bartkiewicz, Kronick & Shanhan, and was dated as of the date of delivery of and payment for said Notes. Manual or .Facsimile Signature Clerk of the Board of Supervisors Section 4. Transfer and Exchange of Notes. Subject to the provisions of Section 5 hereof, the registration of any Note may, in accordance with its terms, be transferred, upon the registration books kept by the Paying Agent for such purpose, by the person in whose name it is registered, in person or by his or her duly authorized attorneys, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, fully executed in a form approved by the Paying Agent. Whenever any Note or Notes shall be surrendered for registration or transfer, the Paying Agent shall execute and deliver a new Note or Notes, for a like aggregate principal amount. The Paying Agent shall require the Note owner requesting such registration of transfer FINALcounty resolution - bcoe 2408-2009_074808FINAL - 2 - to pay any tax or other governmental charge required to be paid with respect to such transfer. The County may require the owner requesting such registration of transfer to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent with respect to such registration of transfer. The Paying Agent may treat the registered owner of any Note as the absolute owner thereof far all purposes whatsoever in accordance with this resolution, and the Paying Agent shall not be affected by any notice to the contrary. Subject to the provisions of Section 4 hereof, Notes may be exchanged at the Office of the Paying Agent in Oroville, California far a like aggregate principal amount of Notes in other authorized denominations. The Paying Agent shall require the payment by the Note owner requesting such exchange of any tax ar other governmental charge required to be paid with respect to such exchange. The Paying Agent may require the owner requesting such exchange to pay such additional reasonable charge as may be necessary to cover customary expenses incurred and fees charged by the Paying Agent or the Office with respect to such exchange. Section 5. Use of Depository. (1) The Notes shall be initially registered as provided in Section 3 hereof. Registered ownership of the Notes, or any portion thereof, may not thereafter be transferred except: (i) To any successor of Cede & Co., as nominee of the Depository Trust Company, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this Section 5 (a "substitute depository"); rop vided, that any successor of Cede & Co., as nominee of The Depository Trust Company or a substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) To any substitute depository not objected to by the Paying Agent, upon (1) the resignation of The Depository Trust company or its successor (ar any substitute depository or its successor) from its functions as depository, or (2) a determination by the Office to substitute another depository for The Depositary Trust Company (or its successor} because The Depository Trust Company ar its successor (or any substitute depository or its successor) is not longer able to carry out its function 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 (iii) To any person as provided below, upon (1) the resignation of the Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository, or (2) a determination by the Office to remove the Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depositary. (2) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (1) of this Section 5, upon receipt of the outstanding Notes by the Paying Agent, together with a request of the Office to the Paying Agent, a new Note shall be executed and delivered in the aggregate principal amount of the Notes registered in the name of such successor or such substitute depository, ar their nominees, as the case may be, all as specified in such request of the FINALcounty resolution - bcce 2008-20(}9_070808FINAL - 3 - Office. In the case of any transfer pursuant to clause (iii) of subsection (1) of this subparagraph (d), upon receipt of the outstanding Notes by the Paying Agent together with a request of the Office to the Paying Agent, new Notes shall be executed and delivered in such denominations numbered in the manner determined by the Paying Agent and registered in the names of such persons as are requested in such a request of the Office; provided that the Paying Agent shall not be required to deliver such new Notes within a period less than sixty {6d) days from the date of receipt of such a request of the Office. Thereafter, Notes shall be transferred pursuant to Section 3 hereof. (3) The Office and the Paying Agent shall be entitled to treat the person in whose name any Note 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 Paying Agent or the Office; and the Office and the Paying Agent shall have no responsibility for transmitting payments to, communication with, notifying, ar otherwise dealing with any beneficial owners of the Notes and neither the Office nor the Paying Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party, including The Depositary Trust Company or its successor (or substitute depository or its successor), except for the Owner of any Notes. (4} So long as the outstanding Notes are registered in the name of Cede & Co. or its registered assigns, the Office and the Paying Agent shall cooperate with Cede & Co., as sole registered Owner, or its registered assigns in effecting payment of the principal of and interest on the Notes by arranging for payment in such manner that funds far such payments are properly identified and are made immediately available on the date they are due. Section 6. Deposit of Note Proceeds• Na Arbitrage. The moneys so borrowed shall be initially deposited in the Treasury of the County in a proceeds fund (the "Proceeds Funds") to the credit of the Office and subsequently credited upon delivery of the District Notes to the respective general funds of the districts in the amount of the respective loans requested from the Office by certain school districts within the County except for the funds far any loans to Chico Unified School District ("Chico USD") which funds shall be credited upon delivery of the Chico USD note into a restricted fund of Chico USD, the withdrawal or transfer of funds from which shall require prior authorization from the County Superintendent or his designee. Until used or expended, the moneys may be invested in investment securities by the County Treasurer directly, or through an investment agreement, in investments as permitted by applicable California law, including, but not limited ta, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of Califona. The Office has covenanted that it will make no use of the proceeds of the Notes that would cause the Notes to be "azbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Notes aze outstanding, the Office, and all of its officers having custody ar control of such proceeds, shall comply with all requirements of (a) said section, including restrictions on the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Notes, if required, to the Federal government, and (b) of the Income Tax Regulations of the United States Treasury promulgated thereunder ar any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds." FINALcounty resolution - bcoe 2008-2009_070808FINAL - 4 To the extent that monies invested or held by the County are subject to arbitrage rebate, neither the County or any officer or employee of the County shall assume hereunder or under the provisions of any rebate certificate any duty or obligation to make the actual calculations of arbitrage rebate liability of the Office, or to pay any such rebate or any penalties in regard thereto if the Office miscalculates or fails to pay or cause such rebate or such penalties to be paid. Section 7. Payment of Notes. (A) Source of Payment. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts, and other moneys which are received by the Office during fiscal year 2008-2009 and which are available therefor. The Notes shall be a general obligation of the Office, and, to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the Office lawfully available therefor, as provided herein and by law. (B) Pledged Revenues. The Notes shall be secured by a pledge of and first lien and charge against the first unrestricted revenues to be~received by the County on behalf of the Office in such months and in such amounts as shall be determined by the Butte County Superintendent of Schools (the "Superintendent"), or the Superintendent's designee, prior to the date of the sale of the Notes, sufficient to pay the principal of and interest on the Notes at maturity (such pledged amounts being hereinafter called the "Pledged Revenues"). The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other money of the Office as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office, all as further defined in the Office Resolution. (C) Deposit of Pledged Revenues in Repayment Fund. The Board of Education and each District have agreed to deposit, and the County shall receive from the Board of Education and each District, the Pledged Revenues in the County treasury in a special fund designated as the "Butte County Board of Education, 2008-2009 Tax and Revenue Anticipation Notes Repayment Fund" and, for each District, a special fund designated the "[name o School District, 2008-2009 Tax and Revenue Anticipation Note Repayment Fund," (herein called the "Repayment Funds"), not later than the date the Board of Education andlor District receive(s) such funds. Any moneys placed in the Repayment Funds shall be for the benefit of the holders of the Notes, and, until the Notes and the promissory notes of each District and all interest thereon are paid or until provision has been made for such payment, the moneys in the Repayment Funds shall be applied only for the purposes for which the Repayment Funds are created. (D) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund to be held, invested and accounted for as provided herein. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the Office upon the request of the Office. On the maturity date of the Notes, the moneys in the FINALcounty resolution - bcce 2008-2009_070808FINAL - 5 - Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes. Moneys in the Repayment Fund shall be invested in investment securities by the County Treasurer, or such other appropriate investment officer of the County, directly, or through an investment agreement, in investments as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Moneys so invested, and the earnings thereon, shall be accounted for as Pledged Revenues, to be withdrawn solely for deposit in the Repayment Fund and used, to the extent necessary, to pay the principal of and interest on the Notes. Sufficient money for the payment of principal and interest for the maturing Notes must be placed into the Repayment Fund in the Gounty Treasury at least one business day prior to the maturity of the Notes. Section 8. Execution of Notes. The County Board hereby directs the County Treasurer to sign the Notes manually or by facsimile signature, the Clerk of the County Board (the "Clerk") to countersign the Notes manually or by facsimile signature (provided at least one of the signatures is manual); the Clerk to affix the seal of the County thereto or a facsimile of the seal thereto; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 9. Sale of the Notes. The Notes will be sold either at a private sale to an underwriter or underwriters upon terms and conditions as are acceptable to the Office and consistent herewith or by competitive bid and awarded as set forth in an Official Notice of Sale which the Financial Advisor and the Superintendent of the Office, or his or her designee, are hereby authorized to prepare consistent with this Resolution. The County Treasurer, or his or her designee, is hereby authorized to decide between competitive or private sale in conjunction with advice from the financial advisor. If the sale is negotiated, the County Treasurer, or his or her designee, is authorized to negotiate the sale of no more than $17,404,440.40 of notes at an interest rate of not more than 6°l0. If the sale is by competitive bid, the Superintendent of the Office, ar his or her designee, is hereby directed to execute, and the Clerk of the Office is directed to publish, the Official Native of Sale. The County Treasurer, with the prior concurrence of the Superintendent of the Office or the Superintendent's designee, is authorized to award the sale to said bidder. Section 14. Pang Agent. The County Treasurer is hereby appointed to act as the bond registrar and the Paying Agent of the Office for the purpose of receiving the payments of principal and interest made by the Office on the Notes at maturity, to bald, allocate, use, and apply said payments and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 11. Delivery of Notes. The proper officers of the County shall cause the Notes to be delivered to the successful bidder when the County Treasurer has received confirmation of receipt of the proceeds. FINALcounty resolution - bcce 2008-2009 070808FINAL - 6 - Section 13. Further Actions Authorized. The County Treasurer and other appropriate officers of the County are fi.>rther authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a Certificate in the form customarily required by purchasers of bands of public corporations generally, certifying to the genuineness and the execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes have been paid and has been received on the behalf of the Office. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any Certificate or receipt with respect to the Notes. Such officers and any other officers of the Office or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. PASSED AND ADOPTED by the Board of Supervisors of Butte County this 22nd day of July, 2008, by the following vote: AYES: Supervisors Connelly, Kirk, Dolan, Yamaguchi, and Chair Josiassen NOES; None ABSENT: None Chair, oard of Supervisors, of Butte, California Attest: Supervisors, FINALcounty resolution - bcoe 2008-2009_070808FINAL - 7 EXHIBIT A [Attach Note] FORM OF NOTE BUTTE COUNTY OFFICE OF EDUCATION (BUTTE COUNTY, CALIFORNIA) 2008-2009 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIl': , 2009 , 2008 REGISTERED OWNER: CEDE & CO. PRINCIl'AL SUM: DOLLARS The BUTTE COUNTY OFFICE OF EDUCATION, Butte County, State of California (the "Office"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, ar registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above on the Maturity Date stated above, calculated an the basis of 360-day year comprised of twelve 30-day months. It is hereby certified, recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of Dollars ($ ,000,000.00}, all of like tenor, issued pursuant to the provisions of resolution of the Board of Supervisors (the "Board") of Butte County (the "County") duly passed and adopted on , 2008 (the "Resolution"), and pursuant to Article 7.6 (commencing with section 53850} of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all conditions, things and acts required to exist, happen and be performed precedent to and in the issuance of this Note exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable only from taxes, revenue and other moneys that are received by the County on behalf of the Office for the Repayment Fund of the Office (as defined in the Resolution) during Fiscal Year 2408-2009 As security for the payment of the principal of and interest on the Notes, the Board, in the name of the Office, has pledged the first "unrestricted revenues", as hereinafter defined, (a) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues Fo~xnofNoteButteCOE FORM OF NOTE received by the County on behalf of the Office in the month of , 2009, (b} in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues received by the County on behalf of the Office in the month of 2009, (c} in an amount equal to twenty-five percent (25°l0) of the principal amount of the Notes from the unrestricted revenues received by the County an behalf of the Office in the month of , 2009, and (d) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes, plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the County on behalf of the Office in the month of , 2009, such pledged amounts being hereinafter called the "Pledged Revenues"); and the principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first money received by the County from such Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the County lawfully available therefor. The term "unrestricted revenues" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office. The Notes are issuable as fully registered notes, without coupons, in denominations of $5,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of ather authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. The Board may treat the Owner hereof as the absolute owner hereof for all purposes and the Board shall not be affected by any notice to the contrary. Unless this Note 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 Note 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 payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. 2 FotmofNoteButteCOE FORM OF NOTE IN WITNESS WHEREOF, the Board of Supervisors of Butte County, California has caused this Note to be issued in the name of the County and to be executed by the manual or facsimile signature of the Treasurer-Tax Collector and countersigned by the manual or facsimile signature of the Clerk of the Board, all as of the Issue Date stated above. COUNTY OF BUTTE COUNTY By ~~ ~~ 8'r~ Treasurer-Tax Collector Countersigned: ~--h.. Clerk of the oard of Supervis FormofNoteButteCOE FORM OF NOTE ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s) and appoints attorney, to transfer the same on the Note register of the Treasurer-Tax Collector with full power of substitution in the premises. Dated: Signature Guaranteed: Signature: Note: The signatures} an this Assignment must correspond with the name{s) as written on the face of the within Note in every particulaz without alternation or enlargement or any change whatsoever. Note: Signature(s) ust be guaranteed by qualified guarantor. 4 FotmofNoteButteCOE FORM OF NOTE FORM OF BOND COUNSEL OPINION Very truly yours, BARTKIEWICZ, KRONICK & SHANAHAN A Professional Corporation I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion upon the Notes therein described that was manually signed by Bartkiewicz, Kronick & Shanahan, and was dated as of the date of delivery of and payment for said Notes. Clerk of the Board of Sup isors 5 FoRnofNoteButteCOE CLERK'S CERTIFICATE I, C. Brian Haddix, 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 adapted 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 July 22, 2008, of which meeting ail of the members of the Board of Supervisors 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, and the foregoing is a full, true, and correct copy of the original resolution adapted at said meeting and entered in said resolution. Said resolution has nat been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: ~' ~ -~ , 2008 C. Brian Haddix, Clerk of the Board of Supervisors of Butte County RESOLUTION NO.09- RESOLUTION OF THE OFFICE OF EDUCATION OF BUTTE COUNTY AUTHORIZING THE ISSUANCE OF 2008-2009 TAX AND REVENUE ANTICIPATION NOTES FOR SAID OFFICE AND REQUESTING THE BOARD OF SUPERVISORS OF BUTTE COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850, et sea., of the Government Code of the State of California (the "Act"} contained in Article 7.6 thereof, entitled "Temporary Borrowing," on or after the first day of any fiscal year (being July 1), the Butte County Office of Education (the "Office") may borrow money by issuing tax and revenue anticipation notes for any purpose for which the Office is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the Office; and WHEREAS, Section 53853 of the Act provides that such notes must be issued in the name of the Office by the Board of Supervisors of the county (the "County Board"), the county superintendent of which has jurisdiction over the Office, as soon as possible following the receipt of a resolution of the governing board of the Office requesting the borrowing; and WHEREAS, the County Superintendent of Butte County (the "County") has jurisdiction over the Office, and this Board of Education (the "Office Board"), being the governing board of the Office, hereby requests the borrowing of not to exceed Seventeen Million Dollars ($17,000,000) an interest rate not to exceed six percent (6%) through the issue by the County Board of 2008-2009 Tax and Revenue Anticipation Notes (the "Notes") in the name of the Office; and WHEREAS, the Office Board has found and determined that said $17,000,000.00 maximum principal amount of Notes to be issued by the County Board on behalf of the Office in fiscal year 2008-2009, when added to the interest payable thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue (including, but not limited to, revenue from state and federal governments), cash receipts and other moneys of the Office which will be available far the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and NOW, THEREFORE, the Board of Education of Butte County Office of Education hereby resolves as follows: Section 1. Findings. All of the above recitals are true and correct and the Office Board sa finds and determines. Section 2. Authorization of Issuance of Notes; Terms Thereof; Paying Agent. The Office Board hereby authorizes the borrowing of an amount not to exceed $17,000,000.00 principal amount of and requests the County Board to issue in the name of the Office, Notes under Sections 53850, et sea., of the Act, designated "Butte County Office of Education, Butte bcoe authorizing resolution - 2008-09 trans (2).DOC. County, State of California, 2008-2009 Tax and Revenue Anticipation Notes" {the "Notes"); to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,000, or integral multiples thereof, to be dated the date of delivery thereof; to mature (without option of prior redemption) on such date as shall be determined by the Superintendent (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance} or payable twelve months from the date of issue and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance}, and computed on a 30-day month1364-day year basis. The Butte County Treasurer/Tax Collector (the "County Treasurer"} is hereby designated as the paying agent (the "Paying Agent"). The Office Board hereby authorizes loans to be made to certain of those districts within the Office's jurisdiction (the "Districts") from the proceeds of the Notes, provided that such loans shall be repayable at a rate of interest, computed on a 30-day monthf360-day year basis, at the rate to be borne by the Notes, and as otherwise provided in the resolutions of the Districts authorizing such loans (the "District Resolutions"}. Section 3. Form of Notes. The Notes shall be in the form attached to the resolution entitled "Resolution of the Board of Supervisors of Butte County Authorizing the Issuance of the 2008-2009 Tax and Revenue .Anticipation Notes for the Butte County Office of Education." That resolution, to be adopted by the County Board in substantially the form on file with the Secretary of the Office Board, is hereby approved. Section 4. Deposit of Note Proceeds; No Arbitrage. The moneys sa borrowed shall be initially deposited in the Treasury of the County in a proceeds fund to the credit of the Office and subsequently credited in the amount of the respective loans concurrently with the delivery of the District Notes to the respective general funds of the districts except for the funds for any loans to Chico Unified School District ("Chico USD") which funds shall be credited upon delivery of the Chico USD note into a restricted fund of Chico USD, the withdrawal or transfer of funds from which shall require prior authorization from the County Superintendent or his designee. Until used or expended, the moneys may be invested in investment securities by the County Treasurer directly, or through an investment agreement, in investments as permitted by applicable California law, and meeting Standard and Poor's Ratings Services criteria for investments, or other investments approved by Standard and Foor's Rating Services including, but not limited to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. The Office hereby covenants that it will make no use of the proceeds of the Notes that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as any of the Notes are outstanding, the Office, and all of its officers having custody or control of such proceeds, shall comply with all requirements of (a) said section, including restrictions an the use and investment of proceeds of the Notes and the rebate of a portion of investment earnings an certain amounts, including proceeds of the Notes, if required, to the Federal government, and (b} of the Income Tax Regulations of the United States Treasury promulgated thereunder or any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds." 2 bcoe authorizing resolution - 2008-09 trans (2).DOC. Section 5. Payment of Notes. (A} Source of Payment. The principal amaunt of the Notes, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts, and other moneys which are received by the Office during fiscal year 2008-2049 and which are available therefor. The Notes shall be a general obligation of the Office, and, to the extent the Notes are not paid from the Pledged Revenues defined below, the Notes shall be paid with interest thereon from any other moneys of the Office lawfully available therefor, as provided herein and by law. (B) Pledged Revenues. The Notes shall be secured by a pledge of and first lien and charge against the first unrestricted revenues to be received by the County an behalf of the Office in such months and in such amounts as shall be determined by the Butte County Superintendent of Schools (the "Superintendent"), ar the Superintendent's designee, prior to the date of the sale of the Notes, sufficient to pay the principal of and interest on the Notes at maturity (such pledged amounts being hereinafter called the "Pledged Revenues"). The term "unrestricted revenues" shall mean taxes, incame, revenue, cash receipts, and other money of the Office as provided in Section 53856 of the Act, which are intended as receipts for the general fund of the Office and which are generally available far the payment of current expenses and other obligations of the Office, including, but not limited to, those amounts paid by the Districts under the District Notes. The dates sa designated shall constitute the "deposit dates" referred to in Section 5(B) of each District resolution. (C) Deposit of Pledged Revenues in Repayment Fund. The Board of Education shall deposit Pledged Revenues in the County treasury in a special fund designated as the "Butte County Board of Education, 2008-2009 Tax and Revenue Anticipation Notes Repayment Fund" (herein called the "Repayment Fund") and applied as directed in this Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and, until the Notes and all interest thereon are paid ar until provision has been made far the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only far the purposes for which the Repayment Fund is created. {D) Disbursement and Investment of Moneys in Repayment Fund. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund to be held, invested and accounted far as provided herein. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest on the Notes, when due, any moneys in excess of such amaunt remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the Office upon the request of the Office. The Office hereby covenants to return to the respective District any amaunt received by the Office which represents any portion of a deposit made by the District described in Section 4 hereof and the investment earnings thereon. On the maturity date of the Notes, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Notes. Moneys in the Repayment Fund shall be invested in investment securities by the County Treasurer, ar such other appropriate investment officer of the County, directly, or through an investment agreement, in investments as permitted by applicable California law, as it is now in effect and as it may be amended, modified or supplemented from time to time, and the proceeds 3 bcoe authorizing resolution - 2008-09 trans (2).DOC. of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Investments must meet Standard & Poor's Rating Services criteria for investments, or other investments approved by Standard and Poor's Rating Services including, but not limited to, the investments in the Local Agency Investment Fund maintained by the Treasurer of the State of California. Moneys sa invested, and the earnings thereon, shall be accounted far as Pledged Revenues, to be withdrawn solely for deposit in the Repayment Fund and used, to the extent necessary, to pay the principal of and interest on the Notes. Sufficient money for the payment of principal and interest for the maturing Notes must be placed into the Repayment Fund in the County Treasury at least one business day prior to the maturity of the Notes. Section 6. Execution of Notes. The Office hereby requests the County Treasurer, or designated deputy thereof, to sign the Notes manually or by facsimile signature; the Clerk of the County Board {the "Clerk") to countersign the Notes manually or by facsimile signature (provided at least one of the foregoing signatures is manual; the Clerk to affix the seal of the County or a facsimile of the seal thereto; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. Section 7. Sale of the Notes. The Notes will be sold either at a private sale to an underwriter or underwriters upon terms and conditions as are acceptable to the Office and consistent herewith or by competitive bid and awarded as set forth in an Official Notice of Sale which the Financial Advisor and the County Superintendent, or his or her designee, are hereby authorized to prepare consistent with this Resolution. The County Treasurer, ar his ar her designee, is hereby authorized to decide between competitive ar private sale in conjunction with advice from the financial advisor. If the sale is negotiated, the County Treasurer, or his or her designee, is authorized to negotiate the sale of no more than $1'7,000,000.00 of notes at an interest rate of not more than six percent (6%}. If the sale is by competitive bid, the Superintendent, ar his or her designee, is hereby directed to execute, and the Clerk of the Office is directed to publish, the Official Native of Sale. The County Treasurer is authorized to award the sale to said bidder. Section 8. Pang Agent. The County Treasurer is hereby appointed to act as the registrar and Paying Agent of the Office for the purpose of receiving the payments of principal and interest made by the Office on the Notes at maturity, to hold, allocate, use, and apply said payments and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. The Office shall compensate the County for the services of the County Treasurer for any expense determined by the County Treasurer. Section 9. Authorization of Preliminary Official Statement and Official Statement. The Official Statement relating to the Notes in preliminary form is hereby approved. The Superintendent, or his or her designee, is hereby authorized and requested to execute and deliver the Official Statement in substantially the form presented to the Office Board, with such changes and additions thereto deemed advisable by the Superintendent or any other qualified officer of the Office. The Office authorizes the distribution by the financial advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Superintendent, or the Superintendent's designee, an behalf of the Office, to deem "final" pursuant to Rule 15c2- 4 brae authorizing resolution - 2008-09 trans (2).DOC. 12 under the Securities Exchange Act of 1934 (the "Rule"} the Official Statement prior to its distribution by the Office's financial advisor. The execution of the Official Statement, shall be conclusive evidence of the approval of the Official Statement by the Office. The Superintendent, or the Superintendent's designee, is separately authorized and directed to execute a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereto for purposes of such statement) were, at the time of the sale of the Notes, true and correct and are material respects and that the Official Statement did not, on the date of the sale of the Notes, and does not, as of the date of the delivery of the Notes, contain any untrue statement of a material fact with respect to the Office or omit to state material facts with respect to the Office required to be stated or necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Superintendent, or the Superintendent's designee, shall take such further action as prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The Superintendent, or his or her designee, is hereby authorized to execute, as necessary, a continuing disclosure certificate as may be required pursuant to subsection 15c2-12(b}(5}(i}(C) of the Rule. Section 10. Delivery of Notes. The proper officers of the County Board are hereby requested to deliver the Notes to the successful bidder when the County Treasurer has received confirmation of receipt of the proceeds. All actions heretofore taken by the officers and agents of the Office Board with respect to the Notes are hereby approved, confirmed, and ratified, and the officers of the Office Board are hereby authorized and directed to do any and all things and take any and all actions which they, ar any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with this Resolution, any supplemental resolution to this Resolution, and resolutions hereafter adopted by the County Board. Section 11. Financial Advisor. The Office Board hereby confirms the hiring of Government Financial Strategies inc., as financial advisor to the Office with respect to the sale of the Notes. Section 12. Bond Counsel. The Office Board hereby confirms the hiring of Bartkiewicz, Kronick & Shanahan as bond counsel to the Office with respect to the sale of the Notes. Section 13. Further Actions Authorized. All actions heretofore taken by the officers and agents of the Office Board with respect to the sale and issuance of the Notes are hereby approved, and the Superintendent, the Secretary of the Board and any and all other officers of the Office are hereby authorized and directed for and in the name and on behalf of the Office, to do any and all things and take any and all actions related to the execution and delivery of any and all certificates, requisitions, agreements and other documents, which they, ar any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes. The Secretary of the Board is hereby authorized and directed to file a certified copy of this Resolution with the County Board, which shall constitute the request of the Office that the 5 bcoe authorizing resolution - 2008-09 trans (2).I70C. County Board issue and sell the Notes as soon as practicable, and to simultaneously provide certified copies of this Resolution to the County Treasurer. PASSED AND ADOPTED by the Board of Education of the Butte County Office of Education this 14th day of July, 2008, by the following vote: AYES: NOES: ABSENT: President, Board of Education Butte County Office of Education Attest: ~~ _°~Q.s~ _ c Clerk, Board af~Ed-ucatian Butte County Office of Education 6 bcoe authorizing resolution - 2008-09 trans (2).I?OC. SECRETARY'S CERTIFICATE Certified Copy of Resolution _ Adopted on July 14, 2008 I, Don McNelis, hereby certify that I am the Superintendent of the Butte County Office of Education, a county office duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "Office") and that as such I am authorized to execute this Certificate on behalf of the Office. I hereby further certify that attached hereto is a complete copy of a resolution which was duly adopted by the Board of Education of the Office at a meeting thereof which was duly called and held on July 14, 2008, and at such meeting a quorum was present and acting throughout, and that said resolution has not been amended, modified ar rescinded since the date of adoption and is now in full force and effect. Dated: , 2008 BUTTE COUNTY OFFICE OF EDUCATION By: ~a.~ ~ e~.~-U Don McNelis, Superintendent~- bcoe authorizing resolution - 2008-09 trans {2).DOC EXHIBIT A [Attach Specimen Nate for Butte County Office of Education] bcoe authorizing resolution - 2008-09 trans (2).DOC FORM OF NOTE BUTTE COUNTY OFFICE OF EDUCATION (BUTTE COUNTY, CALIFORNIA} 2008-2009 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: 2009 , 2008 REGISTERED OWNER: CEDE & CO. PRINCIl'AL SUM: DOLLARS The BUTTE COUNTY OFFICE OF EDUCATION, Butte County, State of California (the "Office"}, acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above on the Maturity Date stated above, calculated on the basis of 360-day year comprised of twelve 30-day months. It is hereby certified, recited and declared that this Note is one of an authorized issue of notes in the aggregate principal amount of Dollars ($ ,000,000.00}, all of like tenor, issued pursuant to the provisions of resolution of the Board of Supervisors {the "Board") of Butte County (the "County") duly passed and adopted on , 2008 (the "Resolution"), and pursuant to Article 7.6 {commencing with section 53850) of Chapter 4, Fart 1, Division 2, Title 5, of the California Government Gode, and that all conditions, things and acts required to exist, happen and be performed precedent to and in the issuance of this Nate exist, have happened and have been performed in regular and due time, farm and manner as required by law, and that this Nate, together with all other indebtedness and obligations of the County, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable only from taxes, revenue and other moneys that are received by the County on behalf of the Office far the Repayment Fund of the Office {as defined in the Resolution) during Fiscal Year 2008-2009 As security for the payment of the principal of and interest on the Notes, the Board, in the name of the Office, has pledged the first "unrestricted revenues", as hereinafter defined, (a} in an amount equal to twenty-five percent (25°l0) of the principal amount of the Notes from the unrestricted revenues 1 Forn~ofNoteButteCOE (2).doc FORM OF NOTE received by the County on behalf of the Office in the month of , 2009, (b) in an amount equal to twenty-five percent (25°l0) of the principal amount of the Notes from the unrestricted revenues received by the County on behalf of the Office in the month of 2009, (c) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues received by the County on behalf of the Office in the month of , 2009, and (d) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes, plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the County an behalf of the Office in the month of , 2009, such pledged amounts being hereinafter called the "Pledged Revenues"); and the principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first money received by the Caunty from such Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the Caunty lawfully available therefor. The term "unrestricted revenues" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office. The Notes are issuable as fully registered notes, without coupons, in denominations of $5,000 each or any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged far a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Note. The Board may treat the Owner hereof as the absolute owner hereof for all purposes and the Board shall not be affected by any notice to the contrary. Unless this Note is presented by an authorized representative of The Depositary Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Nate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depositary Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. 2 FoimofNoteButteCOE (2).doo FORM OF NOTE IN WITNESS WHEREOF, the Board of Supervisors of Butte County, California has caused this Note to be issued in the name of the County and to be executed by the manual or facsimile signature of the Treasurer-Tax Collector and countersigned by the manual or facsimile signature of the Clerk of the Board, all as of the Issue Date stated above. COUNTY OF BUTTE COUNTY By ~`~a~rn ~. F~.. Treasurer-Tax Collector Countersigned: ~~~m~ Clerk of the Board of Supervisors 3 Foimofl~ToteButteCOE (2).doc FORM OF NOTE ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within registered Note and hereby irrevocably constitute(s) and appoints attorney, to transfer the same on the Note register of the Treasurer-Tax Collector with full power of substitution in the premises. Dated: Signature: Note: The signatures} on this Assignment must correspond with the name(s) as written on the face of the within Note in every particular without alternation or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) ust be guaranteed by a wed guarantor. 4 FormofNoteButteCOE (2).doc FORM OF NOTE FORM OF BOND COUNSEL OPINION Very truly yours, BARTKIEWICZ, KR,ONICK & SHANAHAN A Professional Corporation I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion upon the Notes therein described that was manually signed by Bartkiewicz, Kronick & Shanahan, and was dated as of the date of delivery of and payment for said Notes. Clerk of the Board of Supe 'ors Fom~ofNoteButteCOE (2).doc RESOLUTION NO. RESOLUTION OF THE BOARD OF TRUSTEES OF THE PARADISE UNIFIED SCHOOL DISTRICT AUTHORIZING BORROWING WHEREAS, pursuant to Sections 53850, et se ., of the Government Cade of the State of California (the "Act") contained in Article 7.6 thereof, entitled "Temporary Borrowing," on or after the first day of any fiscal year (being July 1), the Paradise Unified School District (the "District") may borrow money by issuing notes for any purpose far which the District is authorized to expend moneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the District; and WHEREAS, this Board of Trustees (the "District Board"), being the governing board of the District, hereby requests a loan of not to exceed Five Million Dollars ($5,000,000.00) at an interest rate not to exceed six percent (6%) per annum (the "Loan") through the issue by the Board of Supervisors of the County of Butte (the "County") of 2008-2049 Tax and Revenue Anticipation Note (the "TRANs") on behalf of the Butte County Office of Education (the "Office"), and to evidence such loan by execution of its note (the "Note"}; and WHEREAS, such Note is payable not later than fifteen months after the date of issue, and such Note shall be payable only from revenue received ar accrued during the fiscal year 2008- 2009 in which issued; and WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income, revenue, cash receipts, or other moneys deposited in inactive or term deposits (but excepting certain moneys encumbered for a special purpose} and this Resolution specifies that certain unrestricted revenues which will be received by the District for the General Fund of the District during ar allocable to fiscal year 2008-2009 are pledged for the payment of the Note; and WHEREAS, the Note shall be a general obligation of the District, and to the extent not paid from the taxes, income, revenue, cash receipts, and other moneys of the District pledged for the payment thereof shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as required by Section 53857 of the Act; and WHEREAS, the Note shall be issued an a date to be determined; and shall be in the form and executed in the manner prescribed in this Resolution, as required by Section 53853 of the Act; and WHEREAS, the District Board has found and determined that said $5,000,000.00 maximum principal amount of Note, when added to the interest payable thereon, does not exceed eighty-five percent (85%} of the estimated amount of the uncollected taxes, income, revenue (including, but not limited to, revenue from state and federal governments), cash receipts and other moneys of the District which will be available for the payment of the Note and interest thereon, as required by Section 53858 of the Act; and WHEREAS, The District Board has found and determined that the Note will not be issued to finance a working capital reserve and will be expended within the time period required as provided in the Income Tax Regulations of the United States Treasury; and paradise authorizing resolution - bcoe 2008-2009 NOW, THEREFORE, the Board of Trustees of the Paradise Unified School District hereby resolves as follows: Section 1. Findin s. All of the above recitals are true and correct and the District Board so finds and determines. Section 2. Authorization of Issuance of Note; Terms Thereof; Paving Agent. The District Board hereby authorizes the harrowing from the Office of an amount not to exceed $5,000,000.00 principal amount and the issuance of a Note under Sections 53850, et se ., of the Act, to he dated the date of delivery thereof; to mature {without option of prior redemption) and to bear interest at the rate or rates as determined in accordance with the Issuance Resolution (defined below). Subject to Section 3 hereof, both the principal of and interest on the Note shall be payable in lawful money of the United States of America at the principal office of the Butte County Treasurer/Tax Collector, Oroville, California, which is hereby designated by this Board as the paying agent for the Note (the "Paying Agent"). Section 3, Form of Nate. The Note shall be substantially in the farm and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. Section 4. Deposit of Loan Proceeds; No Arbitrage. The moneys so borrowed shall be initially deposited in the Treasury of the County in a proceeds fund to the credit of the Butte County Office of Education and subsequently credited to the general fund of the District concurrently with the delivery of the District Note. Such funds are to be withdrawn, used or expended by the District far any purpose for which it is authorized to invest or expend funds from the general fund of the District, including, but not limited to current expenses, capital expenditures or the discharge of any obligation of indebtedness of the District. Until used or expended, the moneys may be invested in investment securities by the County Treasurer directly, or through an investment agreement, in investments as permitted by applicable California law, and meeting Standard and Poor's Ratings Services criteria for investments, or other investments approved by Standard and Poor's Rating Services including, but not limited to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. The District hereby covenants that it will make no use of the proceeds of the Note that would cause the Note to be "arbitrage bonds" under Section 148 of the Code; and, to that end, so long as the Nate is outstanding, the District, and all of its officers having custody or control of such proceeds, shall comply with all requirements of (a) said section, including restrictions on the use and investment of proceeds of the Note and the rebate of a portion of investment earnings on certain amounts, including proceeds of the Nate, if required, to the Federal government, and (b) of the Income Tax Regulations of the United States Treasury promulgated thereunder or any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Note will not be "arbitrage bonds." Section 5. Payment of Note. (A} Source of Payment. The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts, and other moneys which are received by the District during fiscal year 2008-2009 and which are available therefor. The Note shall be a general obligation of the District, and, to the extent the Note is not paid from the Pledged Revenues defined below, the Note shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. paradise authorizing resolution - bcoe 2008-2009 (B) Pledged Revenues. As security for the payment of the principal of and interest on the Note, the District hereby pledges an amount equal to the principal amount of the Nate from the unrestricted revenues received by the District in the months designated as deposit dates by the Butte County Superintendent of Schools (the "Superintendent") as provided in the resolution authorizing the issuance of the TRANS (the "Issuance Resolution"), plus an amount sufficient to pay interest on the Note, from unrestricted revenues received by the Superintendent (such pledged amounts being hereinafter called the "Pledged Revenues"). The term "unrestricted revenues" shall mean taxes, income, revenue, cash receipts, and other money of the District as provided in Section 53856 of the Act, which are intended as receipts far the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. The principal of the Note and the interest thereon shall be a first lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues, as provided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit with the County Treasurer of the full amount of Pledged Revenues to be deposited from unrestricted revenues in a month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Note and the interest thereon. (C) Deposit of Pledged Revenues in Repayment Fund. The District shall deposit Pledged Revenues in the County treasury in a special fund designated as the "Paradise Unified School District 2008-2009 Tax and Revenue Anticipation Note Repayment Fund," (herein called the "Repayment Fund") established pursuant to the established pursuant to the resolution of the County Board authorizing the issuance of the TRANs (the "Issuance Resolution"} and applied as directed in the Issuance Resolution. Any moneys placed in the Repayment Fund shall be for the benefit of the holders of the Note, and until the Note and all interest thereon are paid or until provision has been made far the payment of the Note at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund is created. (D) Disbursement of Moneys Deposited with Treasurer. From the date this Resolution takes effect, all Pledged Revenues shall, when received, be deposited in the Repayment Fund to be held, invested and accounted for as provided herein. After such date as the amount of Pledged Revenues deposited in the Repayment Fund shall be sufficient to pay in full the principal of and interest an the Promissory Note, when due, any moneys in excess of such amount remaining in or accruing to the Repayment Fund shall be transferred to the General Fund of the District upon the request of the District. On the maturity date of the Promissory Note, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on the Promissory Note. In accordance with Government Code Section 5385'7, the District shall make up any deficiency from any other money of the District lawfully available for the payment of the Promissory Note and the interest thereon. Section 6. Execution of Note. The Treasurer, or designated deputy thereof, is hereby authorized to sign the Note manually or by facsimile signature; the Clerk of the District Board (the "Clerk"} to countersign the Note manually or by facsimile signature; and said officers to cause the blank spaces thereof to be filled in as may be appropriate. paradise authorizing resolution - bcoe 2008-2009 Section 7. General. Ali actions heretofore taken by the officers and agents of the District Board with respect to the Note are hereby approved, confirmed and ratified, and the officers of the District Board are hereby authorized and directed to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with this Resolution. Section 8. Further Actions Authorized. It is hereby covenanted that the District Board, and its appropriate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the levy, collection and enforcement of the secured property taxes pledged under this Resolution in accordance with the law and for carrying out the provisions of this Resolution and the Issuance Resolution. Section 9. Covenants. The District Board and its officers, agent and employees hereby covenant to comply with the liens of this Resolution and the Issuance Resolution. Section 10. Transmittal of Resolution. The Clerk is hereby directed to send a certified copy of this Resolution to the County Board, the Treasurer and the County Superintendent of Schools. PASSED AND ADOPTED by the Board of Trustees of the Paradise Unified School District this 17th day of June, 2008, by the following vote: AYES NOES: ABSENT: President, Board of Trustees Paradise Unified Schoai District Attest: ___~~- ~~ Clerk, Board of rustees Paradise Unified School District paradise authorizing resolution - bcoe 2008-2009 EXHIBIT A SPECIMEN NOTE OF PARADISE USD paradise authorizing resolution - bcoe 2008-2009 FORM OF NOTE PARADISE UNIFIED SCHOOL DISTRICT (BUTTE COUNTY, CALIFORNIA) PROMISSORY NOTE Date: , 2008 FOR VALUE RECEIVED, PARADISE UNIFIED SCHOOL DISTRICT, Butte County, State of California (the "District"} acknowledges itself indebted, and promises to pay, to the Butte County Board of Education {the "BCBOE"}, at the Office of the Treasurer and Tax Collector of the County of Butte, the principal sum of DOLLARS In lawful money of the United States of America, on , 2008 together with interest thereon at the rate of PERCENT ~._%) per annum, in like lawful money of the United Sates of America from the date hereof until payment in full of said principal sum. It is hereby certified, recited and declared that this Note is made, executed and given pursuant to the provisions of a resolution of the Board of Supervisors (the "Board"} of Butte County (the "County"} duly passed and adopted on , 2008, and a resolution of the District duly passed and adopted on , 2008 under and by authority of Article 7.6 (commencing with section S38S0} of Chapter 4, Part 1, Division 2, Title S, of the California Government Cade, and that all conditions, things and acts required to exist, happen and be performed precedent to and in the issuance of this Nate exist, have happened and have been performed in regular and due time, form and manner as required by law, and that this Nate, together with all other indebtedness and obligations of the District, does not exceed any limit prescribed by the Constitution ar statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable only from taxes, revenue and other moneys that are received by the District during fiscal year 2008-2009. As security for the payment of the principal of and interest on the Notes, the District has pledged the first "unrestricted revenues", as hereinafter defined, (a) in an amount equal to twenty-five percent (2S°/a) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 2009, (b) in an amount equal to twenty-five percent (2S%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 2009, (c} in an amount equal to twenty-five percent (2S%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 2009, and (d) in an amount equal to twenty-five percent (2S%} of the principal amount of the Notes, plus an amount sufficient to pay interest on the Notes, from unrestricted revenues received by the District in the month of 2009, (such pledged amounts being hereinafter called the "Pledged District Revenues"); and the principal of the Notes and the interest thereon shall constitute a first lien and charge against and shall be payable from the first money received by the District from such Pledged District Revenues, and to the extent not so paid shall be paid from any other moneys of the District lawfully available therefor. The term SPECIMEN NOTE "unrestricted revenues" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the Office and which are generally available for the payment of current expenses and other obligations of the Office. IN WITNESS WHEREOF, the Board of Supervisors of Butte County, California has caused this Note to be issued in the name of the County and to be executed by the manual or facsimile signature of the Treasurer-Tax Collector and countersigned by the manual or facsimile signature of the Clerk of the Board, all as of the Issue Date stated above. COUNTY OF BUTTE COUNTY By ~~a.~ . Treasurer-Tax ollector Countersigned: Clerk of the Board of Supervisors ParadiseFotmNote