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HomeMy WebLinkAbout09-057COUNTY OF BUTTE RESOLUTION NO. Resol ufion A RESOLUTION OF THE BOARD OF SUPERVISORS OF BUTTE COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF BUTTE-GLENN COMMUNITY COLLEGE DISTRICT {BUTTE COUNTY AND GLENN COUNTY, CALIFORNIA) ELECTION OF 2002 GENERAL OBLIGATION BONDS, SERIES C WHEREAS, a duly called election was held in the Butte-Glenn Community College District (the "District"}, Butte County and Glenn County, State of California, on March S, 2002 (the "Election"} and thereafter canvassed pursuant to law; WHEREAS, at such Election there was submitted to and approved by the requisite fifty-five percent vote of the qualified electors of the District a question as to the issuance and sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters, in the maximum amount of $84,940,000, payable from the levy of an ad valorem tax against the taxable property in the District; WHEREAS, on June 6, 2002, the Board of Supervisors of Butte County {the "County"} issued on behalf of the District a first series of such bonds in an aggregate principal amount of $29,999,445. I5; WHEREAS, on July I8, 2005, the Board of Supervisors of the County issued on behalf of the District a second series of such bonds in an aggregate principal amount of $3b,998,634.00; WHEREAS, at this time this Board has received the resolution (the "District Resolution") of the Board of Trustees of the District (the "District Board"} requesting the issuance of a third series of such bonds in an aggregate principal amount not to exceed $17,901,920.$5 to be styled as "Butte-Glenn Community College District {Butte and Glenn Counties, California} Election of 2002 General Obligation Bonds, Series C" {the "Series C Bonds"}; WHEREAS, pursuant to Chapter 1.5 of Part 10 of Division I of Title I of the California Education Code, commencing with Section 152b4 et seq. (the "Act"), the Series C Bonds are authorized to be issued for the purposes set forth in the ballot submitted to voters; 404b80.4 11474.020 WHEREAS, the District Board has authorized the sale of the Series C Bonds at a negotiated sale, which the District Board has determined provides more flexibility in the timing of the sale, an ability to implement the sale in a shorter tune period, an increased ability to structure the Series C Bonds to fit the needs of particular purchasers, and a greater opportunity for the underwriter to pre- market the Bonds to potential purchasers prior to the sale, all of which the District Board has determined will contribute the District's goal of achieving the lowest overall cost of funds; WHEREAS, the District Board has estimated that the costs associated with the issuance of the Series C Bonds, including compensation to the underwriter and any costs which the underwriter agrees to pay pursuant to the Purchase Contract (defined herein), will not exceed 1.5% of the principal amount of the Bonds; and WHEREAS, the District Board has appointed Stradling Yocca Carlson & Routh, a Professional Corporation, as Bond Counsel and Disclosure Counsel in connection with the issuance of the Series C Bonds; and WHEREAS, all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Bonds, is within all limits prescribed by law; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF BUTTE COUNTY, CALIFORNIA, AS FOLLOWS: SECTION X. Purpose of the Series C Bonds. That for the purposes authorized by the voters at the Election, and to pay all necessary legal, financial, engineering and contingent costs in connection (herewith, the County authorizes the issuance of the Series C Bonds in the name of the District pursuant to the provisions of this Resolution and the Act. SECTION 2. Terms and Conditions of Sale. The Series C Bonds shall be sold at a negotiated sale upon the direction of the District's Superintendent/President (the "SuperintendentlPresident") or the Vice President, Administration {the "Vice President"). The Series C Bonds shall be sold pursuant to the terms and conditions set forth in the Purchase Contract, as described below. SECTION 3. Approval of Purchase Contract. The form of Purchase Contract {the "Purchase Contract"} by and among the County, the District and the underwriter named therein, for the purchase and sale of the Series C 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 Purchase Contract, and the Superintendent/President, the Vice President, or a designated deputy thereof is hereby authorized and requested to acknowledge the execution of such Purchase Contract, 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 C Bands shall not exceed the maximum rate permitted by law, and the underwriter's discount shall not exceed l.Q% of the sum of the aggregate principal amount of the Series C Bonds so issued plus the original issue premium on such Series C Bonds, if any. The Treasurer, or any designated deputy thereof, is further authorized DOCSSF/7I 400v3102435 6-0003 to determine the principal amount of the Series C Bonds to be specified in the Purchase Contract up to $17,901,920.85 and to enter into and execute the Purchase Contract 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 any Capital Appreciation Bond and compounded semiannually on each February 1 and August 1 (commencing August 1, 2009}, graduces 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 l and August 1 (commencing on August 1, 2009 (unless otherwise provided in the Purchase Contract)} with respect to the Capital Appreciation Bonds at the stated Accretion Rate to maturity thereof, assuming 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 band insurance policy insuring the payment of principal and Accreted Value of and interest on the Series C Bonds. {e) "Bond Payment Date" means (unless otherwise provided by the Purchase Contract or Official Statement}, with respect to the Current Interest Bands, February 1 and August 1 of each year commencing February 1, 2010 with respect to the interest on the Current Interest Bonds and August 1 of each year commencing August 1, 2010 with respect to the principal payments on the Current Interest Bands, 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 Purchase Contract. (f) "Bond Registrar" means The Bank of New York Mellon Trust Company, N.A., or any successor thereto, or any other such bond registrar designated in the Purchase Contract. (g) "Capital Appreciation Bands" means the Series C Bonds the interest component of which is compounded semiannually on each Bond Payment Date to maturity as shown in the table of Accreted Value far such Series C 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 C Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 3 ROCS SF/71400v3/0243 56-0003 (i} "Current Interest Bonds" means the Series C Bonds the interest on which is payable semiannually on each Bond Payment Date specified for each such Series C Bond as designated and maturing in the years and in the amounts set Earth 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) "Depository" means the securities depository acting as Depository pursuant to Section 5{c) hereof. (1) "DTC" means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New Yark, in its capacity as securities depository for the Series C Bonds. {m) "Information Services" means Financial Information, lnc.'s Financial Daily Called Band Service; Mergent Inc.'s Called Bond Department; or Standard and Poor's J.J. Kenny Information Services "Called Bond Record". (n) "Maturity Value" means the Accreted Value of any Capital Appreciation Bond on its maturity date. {a) "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. (r) "Record Date" means, with respect to the Current Interest Bonds, the f fteenth (15th) day of the month preceding each Band Payment Date. {s) "Securi#ies Depositaries" means The Depository Trust Company, 55 Water Street, New York, New York 10041, TeI: (2I2} 855-1000 or Fax: (212} $55-7320. (t) "Term Bonds" means those Series C Bonds for which mandatory redemption dates have been established in the Contract of Purchase. (u) "Transfer Amount" means, with respect to any Outstanding Current Interest Bond, the Principal Amount and, with respect to any Capital Appreciation Bond, the Maturity Value. SECTION 5. Terms of the Series C Bonds. DOCSSFl714DOv31024356-0003 (a) Denomination, Interest, Dated Dates. The Bands 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, and with respect to the Capital Appreciation Bonds, Five Thousand Dollars ($5,000) Maturity Value, or any integral multiple thereof. The Bonds will initially be registered to "Cede & Co.," the nominee of DTC.. Each Capital Appreciation Bond shall be dated, and shall accrete interest from, its date of initial issuance unless otherwise set forth in the Official Statement or the Purchase Contract. Capital Appreciation Bonds will not bear interest on a current basis. Each Current Interest Bond shall be dated its date of delivery or such date as shad appear in the Official Statement {the "Dated Date"), and shall bear interest from the Bond Payment Date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 15th 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 Band Payment Data, or unless it is authenticated on or before January 15, 2010, in which event it shall bear interest from the Dated Date. Interest on the Current Interest Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months. The Bonds shall bear interest or accrete interest at a rate or rates such that the interest rates or true interest cost shall not exceed the maximum rate permitted by law. Interest shall be payable on the respective Bond Payment Dates. The Capital Appreciation Bonds be dated the date of the initial delivery of such Bonds and shall mature in the years and shall be issued in the aggregate Denominational Amount set forth in the Official Statement (defined herein) 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 attached to the Official Statement; provided, that in the event that the amount shown in such Accreted Value Table and the Accreted Value caused to be 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. (b} Redemption. (i) O tional Redem Lion. The Series C Bonds are subject to optional redemption prior to their stated maturity dates as provided in the Purchase Contract. {ii) Mandatory Redemption. Unless otherwise provided in the Purchase Contract or Official Statement, the Term Bonds are subject to mandatary 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 Purchase Contract and in the Official Statement. (iii) Selection of Bonds for Redemption. Whenever provision is made in this Resolution for the redemption of Series C Bonds and less than all Outstanding Series C Bonds are to be redeemed, the Bond Registrar identified below, upon written direction from the District, shall select Series C Bonds for redemption as so directed and if not directed, in inverse order of Ia0CSS1</71400v3/0243 56-0003 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 determine; rop____~vide_d, however, that the portion of any Current Interest Bond to be redeemed in part shall be in the Principal Amount of fve 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 C Bonds. Such Redemption Notice shall specify: the Series C Bonds or designated portions thereof {in the case of redemption of the Series C 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} assigned to the Series C Bonds to be redeemed, the Bond numbers of the Series C Bonds to be redeemed in whole or in part and, in the case of any Series C Band to be redeemed in gait 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 C 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 C Bond or portion thereof being redeemed at the redemption price thereof, together with the interest accrued ar 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 4S days prior to the redemption date, such Redemption Notice shall be given to the respective Owners of Series C Bonds designated for redemption by registered or certifed 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) telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to each of the Securities Depositories. (c} At Ieast 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, or {ii} overnight delivery service, to one of the Information 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 C Bonds. Each check issued or other transfer of funds made by the Bond Registrar for the purpose of redeeming Series C Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the Series C Bonds being redeemed with the proceeds of such check or other transfer. (v} Partial Redemption of Bonds. Ugon the surrender of any Series C Band redeemed in part only, the Bond Registrar shall execute and deliver to the Owner thereof a new b DOCSSF/71400~3102435 6-0003 Series C Bond or Series C Bonds of like tenor and maturity and of authorized denominations equal in Transfer Amounts to the unredeemed portion of the Series C 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 C Bonds to be redeemed shall become due and payable an such date of redemption. If on such redemption date, money for the redemption of all the Series C 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 C Bonds to be redeemed shall cease to accrue or accrete and become payable. AlI money held by or on behalf of the Bond Registrar for the redemption of Series C Bonds shall be held in trust far the account of the Owners of the Series C Bonds so to be redeemed. All Series C 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 C Bond purchased by the County or the District shall be cancelled by the Band Registrar. (vii) Series C Bonds No Longer Outstanding. When any Series C Bonds (or portions thereof), which have been duly called for redemption prior to maturity under the provisions of this Resolution, or with respect to which irrevocable instructions to call for redemption prior to maturity at the earliest redemption date have been given to the Bond Registrar, in form satisfactory to it, and sufficient moneys shall be held by the Bond Registrar irrevocably in trust for the payment of the redemption price of such Series C 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 provided in this Resolution, then such Series C Bonds shall no longer be deemed Outstanding and shall be surrendered to the Bond Registrar for cancellation. (c) Book-Entr~,ystem. (i) Election of Book-Ent S stem. The Series C Bonds shall initially be delivered in the form of a separate single fully-registered bond (which may be typewritten) for each maturity date of such Series C Bonds in an authorized denomination {except for any odd denomination Capital Appreciation Bond}. The ownership of each such Bond shall be registered in the band register in the name of the Nominee, as nominee of the Depository and ownership of the Series C Bonds, or any portion thereof may not thereafter be transferred except as provided in Section 5(c)(i)(4). With respect to book-entry Series C Bands, 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 C Bonds. Without limiting the immediately preceding DOCSSF/71400v31024356-a{l03 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 C 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 Series C Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in bank-entry Series C Bonds to be prepaid in the event the District redeems the Series C 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 C Bonds. The District and the Band Registrar may treat and consider the person in whose name each book-entry Bond is registered in the bond register as the absolute owner of such book-entry Bond for the purpose of payment of Accreted Value or Principal of and premium and interest on and to such Bond, far the purpose of giving notices of redemption and other matters with respect to such 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 C 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 payments 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 an the Series C 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 payments of Accreted Value or Principal of, and premium, if any, and interest on the Series C 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 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. I. Delivery of Letter of Representations. In order to qualify the book-entry Series C Bonds for the Depository's book-entry system, the District 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 ar the Band Registrar any obligation whatsoever with respect to persons having interests in such bank-entry Series C Bonds other than the owners, as shown on the bond register. By executing a Letter of Representations, the District 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 shall take such other actions, not inconsistent with this Resolution, as are reasonably necessary to qualify book-entry Series C Bonds for the Depository's book-entry program. 2. Selection of De asito In the event (i) the Depository determines not to continue to act as securities depository for book-entry Series C 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 C Bonds or the District, then the District will discontinue the book-entry system with the Depositary. 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 band for each maturity date of such book-entry Bond, registered in the name of such successor or substitute qualified securities depository or its Nominee as provided in subsection (~) hereof. If the District fails to identify another qualified securities depository to replace the Depository, then the Series C Bands DaCSSF17I 400v3/0243 56-0003 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 C Sands 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 contrary, so long as all outstanding Series C Bonds are held in book-entry 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 C Bonds and all notices with respect to such Series C Bonds shall be made and given, respectively to the Nominees, as provided in the Letter of Representations or as otherwise instructed by the Depository and agreed to by the Bond Registrar notwithstanding any inconsistent provisions herein. 4. Transfer of Series C Bonds„ to Substitute Depository. (A) The Series C Bonds shall 6e initially issued as described in this Resolution, as may be modifed by the Purchase Contract. Registered ownership of such Series C Bands, or any portions thereof, may not thereafter be transferred except: (1) to any successor of DTC or its nominee, or of any substitute depository designated pursuant to Section 5(c)(i)(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; {2) to any Substitute Depository designated by the District, 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 (1}the resignation of DTC or its successor {or any Substitute Depositary 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)(i){4)(A){1) or (2), upon receipt of all outstanding Series C Bonds by the Bond Registrar, together with a written request of the District to the Bond Registrar designating the Substitute Depository, a single new Bond, which the District shall prepare or cause to be prepared, shall be executed and delivered for each maturity of Series C 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. In the case of any transfer pursuant to Section 5(c)(i)(4)(A)(3), upon receipt of all outstanding Series C Bonds by the Bond Registrar, together with a written request of the District to the Bond Registrar, new Series C 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 9 DOCS SF/71400~3/0243 56-0003 in such written request of the District, provided that the Bond Registrar shall not be required to deliver such new Series C Bonds within a period of less than sixty (60} days from the date of receipt of such written request from the District. (C) In the case of a partial redemption or an advance refunding of any Series C Bonds evidencing a portion of the Maturity Value or Principal maturing in a particular year, DTC or its successor {ar any Substitute Depository or its successor) shall make an appropriate notation on such Series C Bonds indicating the date and amounts of such reduction in Maturity Value ar Principal, in form acceptable to the Band 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 errors in making such notations. {D) The District and the Bond Registrar shall be entitled to treat the person in whose name any Bond is registered as the owner thereof far alI 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 payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Series C 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 C Bonds, and the Bond Registrar may rely conclusively on its records as to the identity of the owners of the Series C Bonds. SECTION 6. Execution of Series C Bands. The Series C 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 C Bond shall be 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 C Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Series C 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 C Bond, the legal opinion of Stradling Yocca Carlson & Routh, 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 farm: "The following is a true copy of the opinion rendered by Stradling Yocca CarIsan & Routh, 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." ECTION 7. Bond Registrar; Transfer, and E ,_„ „„,_,, .xehan~e. This Board does hereby appoint The Bank of New York Mellon Trust Company, N.A., to act as the authenticating agent, bond registrar, transfer agent and paying agent {collectively, the "Bond Registrar") for the Series C Bonds. to DOCSSI:/71400v3/024356-0003 So long as any of the Series C Bonds remains outstanding, the District will cause the Bond Registrar to maintain and keep at its principal office ail books and records necessary for the registration, exchange and transfer of the Series C Bonds as provided in this Section. Subject to the provisions of Section 8 below, the person in whose name a Series C Bond is registered on the Band Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution. Payment of or on account of the Principal or Accreted Value of and premium, if any, and interest on any Series C 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 C Bonds, including interest, to the extent of the amount or amounts so paid. Any Series C Bond may be exchanged for Series C 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 C Bond may be transferred on the Bond Register only upon presentation and surrender of the Series C 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 form satisfactory to the Bond Registrar. Upon exchange or transfer, the Bond Registrar shall complete, authenticate and deliver a new Series C Bond or Series C Bands of like tenor and of any authorized denomination or denominations requested by the Owner equal to the Transfer Amount of the Series C Bond surrendered and bearing or accruing interest at the same rate and maturing on the same date. Capital Appreciation Bonds and Current Interest Bonds may not be exchanged for one another. If any Series C Bond shall become mutilated, the County, at the expense of the Owner of said Series C Bond, shall execute, and the Bond Registrar shall thereupon authenticate and deliver, a new Series C Bond of like series, tenor and Transfer Amount in exchange and substitution far the Series C Bond so mutilated, but only upon surrender to the Bond Registrar of the Series C Bond so mutilated. If any Series C 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 C Bond of like tenor in lieu of and in substitution for the Series C Bond so lost, destroyed or stolen (or if any such Series C Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Series C Bond the Bond Registrar may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Band Registrar}. The Bond Registrar may require payment of a reasonable fee for each new Series C 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 C Bonds only after the new Series C Bonds are signed by the authorized officers of the County. In al l cases of exchanged or transferred Series C Bonds, the County shall sign and the Bond Registrar shall authenticate and deliver Series C 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 C Bands issued upon any exchange or 11 DOGS SF171400v3/024356-0003 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 C Bonds surrendered upon that exchange or transfer. Any Series C Bond surrendered to the Bond Registrar far 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 Band Registrar for cancellation any previously authenticated and delivered Series C Bonds that the District and the County may have acquired in any manner whatsoever, and those Series C Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the surrender and cancellation of Series C 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 C Bands shall be retained for six years, then returned 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 C Bonds during a period beginning with the opening of business on the fifteenth (15~') 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 C Bonds which have been selected or called for redemption in whole or in part. SECTION S. Payment. 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 Payment Date, such interest to be paid by check mailed to such Owner on the Bond Payment Date at his address as it appears on such registration books or at such other address as he may have fled with the Bond Registrar far that purpose on or before the Record Date. The Owner in an aggregate Principal Amount or Maturity Value of $1,000,000 or mare may request in writing to the Band Registrar that such Owner be paid interest by wire transfer to the bank and account number on f le 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 off ce of the Bond Registrar. The interest, Accreted Value, Principal and premiums, if any, on the Series C Bonds shall be payable in lawful money of the United States of America. The Bond Registrar is hereby authorized to pay the Series C Bonds when duly presented for payment at maturity, and to cancel all Series C Bonds upon payment thereof The Series C 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 Gounty is pledged or obligated to the payment of the Series C Bonds. SECTION 9. Form of Bands. The Series C Bonds shall be in substantially the following form, allowing those officials executing the Series C Bonds to make the insertions and deletions necessary to conform the Series C Bonds to this Resolution and the Purchase Contract. 12 DOGS SF/71400v3/024356-0003 (Form of Current Interest Bond) REGISTERED REGISTERED NO. $ BUTTE-GLENN COMMUNITY COLLEGE DISTRICT BUTTE COUNTY AND GLENN COUNTY, CALIFORNIA ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES C INTEREST RATE: MATURITY DATE: DATED AS OF: CUSIP _% per annum August 1, Date of Delivery REGISTERED O WNER: CEDE & CO. PRINCIPAL AMOUNT: 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 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, 2010. This bond will bear interest from the Band Payment Date next preceding the date of authentication hereof unless it is authenticated as of a day during the period from the 16`h day of the month next preceding any Bond Payment Date to the Bond Payment Date, inclusive, in which event it shall bear interest from such Bond Payment Date, or unless it is authenticated on or before 3anuary 1S, 2010, in which event it shall bear interest from the Date of Delivery. Tnterest 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 mare predecessor bands} is registered {the "Registered Owner"} on the Register maintained by the Bond Registrar, initially The Bank of New York Mellon Trust Company, N.A. Principal is payable upon presentation and surrender of this bond at the principal office of the Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each Bond Payment Date to the Registered Owner of this band (or one or more predecessor bands) as shown and at the address appearing on the Register at the close of business on the 15~" day of the calendar month next preceding that Bond Payment Date (the "Record Date"}. The Owner of Current Tnterest Bonds in the aggregate principal amount of $1,000,000 or more may request in writing to the Band 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 far 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, in particular Chapter 1 of Part 10 of Division 1 of Title 1 (commencing with Section 15100 et se of the California Education Gode 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 March 25, 2009 {the "District Resolution") and the resolution of the County Board of Supervisors adopted on April 7, 2009 (the 13 ROCS SF171400v3/0243 56-0003 "Bond Resolution"). This bond and the issue of which this bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on alI property subject to such taxes in the District, which taxes are unlimited as fo rate or amount. The bands of this issue are general obligations of the District and do not constitute an obligation of 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 bands of this issue are comprised of $ principal amount of Current Interest Bonds, of which this bond is a part (a "Current 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 defned 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 an 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 Current 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 100% the Principal Amount of the Current Interest 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 redemption prior to maturity from mandatory sinking fund payments on August 1 of each year, on and after August 1, 20~, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. The principal amount represented by such Bonds to be so redeemed and the dates therefor and the final principal payment date is as indicated in the following table: 14 DOCS SF17 i 400v3/02435b-0003 Redemption Date Au st 1 Principal Amount zo zo zo za ~'? TOTAL $ Final Maturity. 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. Redemption by lot shall be in such manner as the Bond Registrar shall determine; provided, however, that the portion of any Current Interest Bond to be redeemed in part shall be in the principal Amount of $5,000 or any integral multiple thereof. 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 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 general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the bands; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due, and far 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. 1S DOCSSF/71400v3/0243 56-0003 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: __ _ _ (form of bond onl ~ d~a no_t sign] Chair of the Board of Supervisors By: Corm of bond only; do not sign? - Treasurer-Tax Collector COUNTERSIGNED: (form of borrd,nnl~da not s~n1 Clerk of the Board of SSupervisors CERTIFICATE OF AUTHENTICATION This bond is one of the bands described in the Bond Resolution referred to herein which has been authenticated and registered on , 2009. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agen# _,_, ~ form ofbond only; do not sign] Authorized Officer 16 DOCS SF1714DOv3/D24356-0003 ASSIGNMENT For value received, the undersigned sells, assigns and transfers to (print or typewrite name, address and zip code of Transferee): this band 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 correspond with the name as it appears upon the within bond in every particular, without alteration or any change whatever, and the signatures} must be guaranteed by an eligible guarantor institution. Social Security Number, Taxpayer Identification Number or other identifying number of Assignee: Unless this certilcate 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 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. LEGAL OPINION The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Routh, 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. orm a bond onl ~ do not si n Clerk, Board of Supervisors (Form of Legal Opinion) t7 ©OCSSF/71400v3/024356-0003 (Form of Capital Appreciation Bond} REGISTERED NO. BUTTE-GLENN COMMUNITY COLLEGE DISTRICT BUTTE COUNTY AND GLENN COUNTY, CALIFORNIA ELECTION OF 2002 GENERAL OBLIGATION BOND, SERIES C ACCRETION RATE: MATURITY DATE: August 1, DATED AS OF: Date of Delivery REGISTERED CUSIP 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. This bond will not bear current interest but will accrete interest, compounded on each February l and August 1, commencing August 1, 2009, 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 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. 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 purposes authorized by the voters of the District at the Election (defined below), and to pay all necessary legal, fnancial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, in particular Chapter 1 of Part 10 of Division 1 of Title 1 (commencing with Section 15100 et se of the California Education Code 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 March 25, 2009 (the "District Resolution") and the resolution of the County Board of Supervisors adopted on April 7, 2009 (the "Bond Resolution"}. This bond and the issue of which this bond is one are payable as to both principa! and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are 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 28 DOCSSF/7 t 400v3/024356-0003 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 bands of this issue are comprised of $ principal amount of Current Interest Bonds and Capital Appreciation Bonds (each a "Capital Appreciation Bond"), 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 Band 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 15~' 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 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 an 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 Capital 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 general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the bands has been received; that no statutory or constitutional limitation an indebtedness or taxation has been exceeded in issuing the bonds; and that due provision has been made far levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when due. 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/71400v3/024356-0003 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: (form o bond only; do not signl .,,__.~. Chair of the Board of Supervisors By: ____(form ofhond only: do not signl ,,..,... Treasurer~Tax Collector COUNTERSIGNED: Corm of bond only; do not signl Clerk of the Board of Supervisors CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the Bond Resolution referred to herein which has been authenticated and registered on , 2009. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent C arm of bond only; do not si~nJ Authorized Officer 20 DOC S S F/7 I 400v310243 56-0003 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: Q~1 ~ ~ ~' ~~ ~~ Signature Guaranteed: Notice: The assignor's signature to this assignment must correspond 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 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 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. 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 f le in my office. Corm of bond onCy: ,do,not sign]_ Clerk, Board of Supervisors {Form of Legal Opinion) 21 DOCSSF/71400v3/024356-0003 SECTION 10. Delivery of Series C Bonds. The proper officials of the County shall cause the Series C Bonds to be prepared and, following their sale, shall have the Series C Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series C Bonds, to the original purchaser upon payment of the purchase price therefor. SECTION 11. De osit of Proceeds of Series C Bonds. The proceeds from the sale of the Series C 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 Bands, Series C 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 C Bonds are being issued and provided further that such proceeds shall be applied solely to authorized purposes of the Election. The accrued interest and any premium received by the County from the sale of the Series C 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 C Debt Service Fund" (the "Debt Service Fund") for the Series C Bonds and used only for payment of Accreted Value or Principal of and interest on the Series C Bonds. Interest earnings on monies held in the Building Fund shall be retained in the Building Fund. Any excess proceeds of the Series C Bonds not needed for the authorized purposes set Earth herein for which the Series C 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 C Bonds. 1f, after payment in full of the Series C 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 the County treasury pursuant to law and the investment policy of the County. At the written direction of the District, the proceeds of the Bands may be invested in any lawful investment permitted by Sections I6429.1 and 53601 of the Government Code of the State of California (the "Government Code") or in shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code which invests exclusively in investments permitted by Section 53635 of the Government Code or in the Local Agency Investment Fund managed by the California State Treasurer. 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 C 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 C 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 148 of the Code, and the Treasury Regulations promulgated thereunder {the "Treasury 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. 22 DOCSSF/71444v3/024356-4443 {b} Within forty-five {45) days of the end of each fifth Bond Year (as such term is defined in the Tax Certificate}, {1) the District shall calculate ar cause to be calculated with respect to the Series C 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 District 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 C Bonds (including amounts treated as proceeds of the Series C 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%%} penalty in lieu of arbitrage rebate in the event any of the percentage expenditure requirements of Section 14$(f)(4}(C) are not satisfied, or (3) to the extent such proceeds qualify for the exception to arbitrage rebate under Section 148{f,(4)(A)(ii) of the Code for amounts in a "bona fide debt service fund." In such event, and with respect to such amounts, the District shall not be required to deposit any amount to the Rebate Fund in accordance with this subsection (b). (c) Any funds remaining in the Rebate Fund after redemption of all the Series C Bonds and any amounts described in paragraph (2) of subsection (d) of this Section, or provision made therefor satisfactory to the District, including accrued interest, shall be remitted to the District. (d) Subject to the exceptions contained in subsection (b} of this Section to the requirement to calculate the "rebate amount" and make deposits to the Rebate Fund, the District shall pay to the United States, from amounts on deposit in the Rebate Fund, (i) not later than sixty (60} days after the end of (i) the ffth Band Year, and (ii) each fifth Bond Year thereafter, an amount that, together with all previous rebate payments, is equal to at least 90% of the "rebate amount" calculated as of the end of such Bond Year in accordance with Section 1.148-3 of the Treasury Regulations; and (2) not later than sixty (60) days after the payment of all Series C Bonds, an amount equal to one hundred percent (100%) of the "rebate amount" calculated as of the date of such payment (and any income attributable to the "rebate amount" determined to be due and payable} in accordance with Section 1.14$-3 of the Treasury Regulations. (e) In the event that, prior to the time any payment is required to be made from the Rebate Fund, the amount in the Rebate Fund is not suffFCient to make such payment when such payment is due, the District shall calculate (or have calculated) the amount of such deficiency and 23 170CSSF/71400v31024356-0003 deposit an amount equal to such deficiency into the Rebate Fund prior to the time such payment is due. (fj 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 an which such payment is due, and shall be accompanied by Internal Revenue Service Farm 8038-T, such form to be prepared or caused to be prepared by the District. (g} In the event that immediately following 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 C Bonds. (i) Notwithstanding anything in this Resolution to the contrary, the rebate Requirement shall survive the payment in full or defeasance of the Series C Bonds. SECTION 13. Security for the Series C Bonds. There shall be levied on all the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series C Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series C 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 and Accreted Value of and interest on the Series C Bonds when and as the same fall due. SECTION I4. Arbitrage Covenant. The County acknowledges that the District has covenanted that it will restrict the use of the proceeds of the Series C Bonds in such manner and to such extent, if any, as may be necessary, so that the Series C Bonds will not constitute arbitrage bands under Section 148 of the Code and the applicable regulations prescribed under that Section or any predecessor section. Calculations for determining arbitrage requirements are the sole responsibility of the District. SECTION 15. Conditions Precedent. Based in part on representations of the District, this Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series C 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 C Bands have been performed and have been met, in regular and due form as required by law; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series C Bonds. SECTION 16. Official Statement, The underwriter is hereby authorized to prepare a Preliminary Official Statement and an Df~cial Statement relating to the Series C Bonds to be used in connection with the offering and sale of the Series C 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 C Bonds and are directed to deliver copies of any final Official Statement to the purchaser of the Series C Bonds, in such time 24 DOCSSFI7 f 4003/024356-fl003 and manner as to conform with the requirements of Rule 1 Sc2-12 of the Securities and Exchange Commission. SECTION 17. Insurance. In the event the District purchases bond insurance for the Series C Bonds, and to the extent that the Bond Insurer makes payment of the principal, interest or Accreted Interest on the Series C Bonds, it shall become the owner of such Series C Bonds with the right to payment of principal, interest or Accreted Interest on the Series C Bonds, and shall be fully subrogated to all of the Owners' rights, including the Owners' rights to payment thereof. To evidence such subrogation (i) in the case of subrogation as to claims that were Bast due interest components, the Bond Registrar shall note the Bond Insurer's rights as subrogee on the registration books for the Series C Bonds maintained by the Bond Registrar upon receipt of a copy of the cancelled check issued by the Band Insurer for the payment of such interest to the Owners of the Series C 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 C Bonds maintained by the Bond Registrar upon surrender of the Series C Bonds by the Owners thereof to the Bond Insurer or the insurance trustee for the Bond Insurer. SECTION l $. Defeasance. All or any portion of the outstanding maturities of the Series C Bands may be 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 C 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, in such amount as will, in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund together with the interest to accrue thereon, be fully sufftcient to pay -and discharge all Series C 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 C Bonds shall not have been surrendered for payment, all obligations of the District and the County with respect to all such designated outstanding Series C 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 C 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 may 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 obligations rated in the highest rating 25 DOCSSF/71400v3/024356-0003 category by Moody's Investors Service or Standard & Poor's. In the case of direct and general obligations of the United States of America, Government Obligations shalt 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. Aznendments. (a} The County may from time to time (which may be at the request of the District, made in writing}, and at any time, without notice to or consent of any of the Owners, by action of the County Board, amend the provisions of this Resolution for any of the following reasons: (1) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or therein, or to make any other provision with respect to matters or questions arising under this Resolution, provided that such action shall not adversely affect the interests of the Series C Bond owners; (2} to add to the covenants and agreements of and the limitations and the restrictions upon the District contained in this Resolution which are not contrary to or inconsistent with this Resolution as theretofore in effect; and (3) to modify, alter, amend or supplement this Resolution in any other respect which is not materially adverse to the Series C Bond owners. In the event of any such amendment, the County shall promptly provide the District and the paying agent with copies of such amendment and the action of the County Board approving such amendment. (b) Notwithstanding any other provision herein, the provisions of this Resolution may be amended by the Purchase Contract. SECTION 20. Indemnification of County. The County acknowledges and relies upon the fact that the District has represented that it shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees {"Indemnified Parties"), against any and alI losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject because of action or inaction related to the adoption of this resolution, or related to the proceedings for sale, award, issuance and delivery of the Bonds in accordance herewith and with the District Resolution and that the District shall also reimburse any such Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. 26 DOCSSI~ /71400v3/0243 56-0003 SECTION 21. 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 C Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. SECTION 22. Continuing,Disclosure. The District has covenanted and agreed that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Section. SECTION 23. Unclaimed Funds. Notwithstanding any other provisions of this Resolution, any monies held in any fund created pursuant to this Resolution, or by the Bond Registrar in trust, for the payment of the principal of, redemption premium, if any, interest in Maturity Value on the Series C Bonds and remaining unclaimed for one year after the principal of all of the Bonds have become due and payable (whether by maturity or upon prior redemption) shall be, after payment in full of the Series C Bonds, transferred to the general fund of the District to be agplied in accordance with law; provided, however, that the Bond Registrar, before making such payment, shall cause notice to be mailed to the Owners of all Bonds that have not been paid, by first-class mail at the addresses on the Bonds Register, postage prepaid, no less than 90 days prior to the date of such payment. Thereafter, the District shall have all responsibility and liability for the payment of such Series C Bonds. SECTION 24. Resolution to Treasurer-Tax Collector. The Clerk of this Board of Supervisors is hereby directed to provide a copy of this Resolution to the Treasurer-Tax Collector of Butte County immediately following its adoption. SECTION 25. Effective Date. This Resolution shall take effect immediately upon its passage. [REMAINDER OF PAGE LEFT BLANK] 27 DOCSSF/71400v3/0243 56-0003 PASSED AND ADOPTED this 7th day of April, 2009, by the following vote: AYES: SuPervisoxs Connelly, Dolan, Kirk, Lambert, Yamaguchi NOES: None ABSENT: None ABSTENTIONS: None COUNTY OF BUTTE, CALIFORNIA •U~c~.C~ Chair of the Boa of Supervisors 2$ DOCS SF/71406v3/4243 56-0003 CLERK'S CERTICFZCATE ./~~,~ . 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 April 7, 2009, of which meeting all of the members of the Board of said County had due notice and at which a quorum was present. 1 have carefully compared the same with the original minutes of said meeting on lxle and of record in my offce and the foregoing is a full, true and correct 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: ~ , 2009 29 QQCSSF/7 ~ 400v3/024356-0003