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HomeMy WebLinkAbout09-088RESOLUTION NO. resolution RESOLUTION OF THE BOARD OF SUPERVISORS OF BUTTE COUNTY AUTHORIZING THE ISSUANCE OF 2009-2010 TAX AND REVENUE ANTICIPATION NOTES, SERIES A FOR BUTTE COUNTY OFFICE OF EDUCATION WHEREAS, pursuant to Sections 53850, e_ ~ sea., of the Government Code 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 in one or more series for 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 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 Board of Education of the office requesting the borrowing; and WHEREAS, the County Superintendent of Schools (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 Board"} 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 Thirty-Two Million Dollars ($32,000,000.00) 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. ButteCoRes04-16-24D9 - ~ - Section 2. Authorization of Issuance of Notes; Terms Thereof; Paying Agent. The County Board hereby approves the request of the Office Board to issue notes on its behalf in an amount not to exceed $32,000,000.40 principal amount of Notes under Section S3$S0, et sec ., of the Act, designated "Butte County Office of Education, Butte County, State of California, 2009-2010 Tax and Revenue Anticipation Notes, Series A" (the "Notes"}; to be numbered from 1 consecutively upward in order of issuance; to be in the denominations of $5,000, ar 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 month/360-day year basis. Subject to Section 3 hereof, both 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. Form of Notes. The Notes shall be issued in registered form, without coupons signed by facsimile or manual signature of the County Treasurer ar 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 & Co., 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 Bartkiewicz, 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 S 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 ButteCoRes04-16-2004 - 2 - transfer 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 Nate as the absolute owner thereof for 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 for 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 or 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"); provided, that any successor of Cede & Ca., 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 (or any substitute depository or its successor} from its functions as depository, or {2} a determination by the Office to substitute another depository for The Depository Trust Company (or its successor) because The Depository Trust Company or 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 Iaws to provide the services proposed to be provided by it; or (iii} Ta 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 depository. (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 Agcnt, 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 IIutteCoRes04-l6-2009 - 3 - substitute depository, or their nominees, as the case may be, all as specified in such request of the 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 aze 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 (60) 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, or otherwise dealing with any beneficial owners of the Notes and neither the Off ce nor the Paying Agent will have any responsibility or obligations, legal ar otherwise, to the beneficial owners or to any other party, including The Depository Trust Company ar pits successor (or substitute depository or its successor}, except for the Owner of any Notes. (4) So long as the outstanding Notes aze registered in the name of Cede & Co. or its registered assigns, the Office and the Paying Agent shall cooperate with Cede & Ca., 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 for such payments are properly identified and are made immediately available on the date they are due. Section 6. De osit of Note Proceeds• No Arbitra e. 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 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 ar 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 to, investment in the Local Agency Investment Fund maintained by the Treasurer of the State of California. The Office has covenanted that it will make na 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 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 or any predecessor provisions, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will rat be "arbitrage bonds." SutteCoRes04-Ib-2009 - 4 - To the extent that monies invested or held by the County are subject to arbitrage rebate, neither the County or any officer ar ernployee 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 ar such penalties to be paid. Section 7. Payment of Notes. {A} Source of Pam. 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 or accrued by the Office during f scal year 2009-2010 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 def ned 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 the Notes at maturity and interest an the Notes twelve months from the date of issuance and 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, 2009-2010 Tax and Revenue Anticipation Notes Repayment Fund" and, for each District, a special fund designated the " name ofJ School District, 2009-2010 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 PIedged 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 BuEteCoResD4-Ifi-20D9 - ~ - amount remaining in or accruing to the Repayment Fund shall be transferred to the general fund of the Off ce upon the request of the Office. On the payment due dates of the Notes, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and/or 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 County Treasury at least one business day prior to the payment dates of the Notes. Section S. 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 offcers 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 negotiated 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 negotiated 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 mare than $32,000,400.00 of notes at an interest rate of not more than 6%. if the sale is by competitive bid, the Superintendent of the Office, or his or her designee, is hereby directed to execute, and the Clerk of the Offce is directed to publish, the Official Notice 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 10. Paving 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, 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. ButteCaRes04-]b-2009 - 6 Section 11. Delive 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. Section 13. Further Actions Authorized. The County Treasurer and other appropriate officers of the County are further 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 bonds 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 ar 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 ~ day of l1'l~~c , 2009, by the following vote: AYES: Supervisors Dalan, Kirk, Lambert, Yamaguchi, and Chair Connel,].y NOES: None ABSENT: None NOT VOTING: None ,~ Chair, Board of Super tsars, County of Butte, California Clerk of the Board of Supervisors, B~tteCoReso4-16-20U9 - 7 EXH~B~T A [Attach Note] ~2Z Ct-lI"~tG~ec~ G~OGUwtev~'~5 FORM OF NOTE BUTTE COUNTY OFFICE OF EDUCATION (BUTTE COUNTY, CALIFORNIA) 2009-10 TAX AND REVENUE ANTICIPATION NOTE, SERIES A INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: °~° , zolo , 200 REGISTERED OWNER: CEDE & CO. PRINCIPAL 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 twelve months from the date of issue and 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 may 19, 2009 (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 or accrued by the County on behalf of the Office for the Repayment Fund of the Office (as defzned in the Resolution) during or attributable to Fiscal Year 2009-2010. 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 def ned, (a) in an amount equal to percent ~%) of the principal amount of the Notes from the PormofNoteHutteCO$-0~FQ32©t19.doc FORM OF NOTE unrestricted revenues received by the County on behalf of the Office in the month of 20~, (b) in an amount equal to percent ~%) of the principal amount of the Notes from the unrestricted revenues received by the County on behalf of the Office in the month of , 20~ (c} in an amount equal to percent ~%} of the principal amount of the Notes from the unrestricted revenues received by the County on behalf of the Office in the month of , 20~ and {d) in an amount equal to percent ~%) 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 , 20~ 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 far the payment of current expenses and other obligations ofthe 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 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 ar Notes, of authorized denomination or denominations, far the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange for this Nate. 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 FormoflVofeButteCOE-04032009.doe 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 Office 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 Countersigned: Clerk of the lid of Supervisors l ~~~ V ~~ Eo~notNotcButteCOE-04032004.doc Foy of rroTE 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 , ~ rer-Tax Collector with full power of substitution in the premises. ~ ~/ Dated: Signature: ~n Note: a signature(s) on this Assignment must Corr nd with the name(s) as written on the face the within Note in every particular without alternation or enlazgement or any chartge whatsoever. Signature Guaranteed: Note: Signature(~.yfnust be guaranteed by a qualif ed guarantor. r 4 FormoYNoteB~etteCOE~U40320(l9.doc FORM OF NOTE FORM OF BOND COUNSEL OPINION j1NSERT OFINIQN] Very truly yours, BARTKIEWICZ, KRQNICK & SHAH. A Professional Corporation I HEREBY CERTIFY that the foregoing is a true and correct copy o e legal opinion upon the Notes therein described that was manually signed by B 'ewicz, Kronick & Shanahan, and was dated as of the date of delivery of and pa ent for said Notes. ~~~ ~/ ~~erk of the Board of Supervisors 5 FormofNoYeButteCOE-04432449.doc FORM OF NOTE CffiCO UNIFIED SCHOOL DISTRYCT (BUTTE COUNTY, CALIFORNIA} PRONIISSORY NOTE Date: ~ 2009 FOR VALUE RECENED, CHICO 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 , 2010, and interest thereon at the rate of PERCENT L•-%} per annum, on , 2010 and , 2010, 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 , 2009 and a resolution of the District duly passed and adopted on , 2009 under and by authority of 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 District, 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 or accrued by the District during fiscal year 2009-2010. 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, (aj in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ {b) in an amount equal to twenty-five percent (25%} of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ (c} in an amount equal to twenty-five percent (25%} of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ 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 District in the month of , 20~ {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 shalt 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 SPECIMEN NOTE 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. 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. Countersigl Clerk of thf ChicoFormNoteQ4I52Q09.DOC FORM OF NOTE GRIDLEY UNIFIED SCHOOL DISTRICT (BUTTE COUNTY, CALIFORNIA.) PRONIISSORY NOTE Date: , 2009 FOR VALUE RECEIVED, GRIDLEY 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 2010, and interest thereon at the rate of PERCENT L.~%) per annum, on , 2010, and 2010, 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 , 2009 and a resolution of the District duly passed and adopted on 2009 under and by authority of 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 District, 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 or accrued by the District during f seal year 2009-2010. As security for the payment of the principal of and interest an the Notes, the District has pledged the first "unrestricted revenues", as hereinafter defined, (a) in an amount equal to twenty-five percent {25%) of the principa! amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ {b) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ {c) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20_, 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 District in the month of , 20_, {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 SFECIMEN NOTE therefor. The terrri "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 o£ 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 Cleric of the Board, all as of the Issue Date stated above. Countersigned: Clerk of the Board of Supervisors GxidleyLJSDForrnNote04142009.DOC FORM OF NOTE GOLDEN FEATHER UNION ELEMENTARY SCHOOL DISTRICT (BUTTE COUNTY, CALIFORNIA) PRONIISSORY NOTE Date: , 2009 FOR VALUE RECEIVED, GOLDEN FEATHER UNION ELEMENTARY 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 , 2010, and interest thereon at the rate of PERCENT L._%} per annum, on , 2010, and ___________ , 2010, 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 Nate 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 , 2009 and a resolution of the District duly passed and adapted on , 2009 under and by authority of Article 7.6 (commencing with section 53850) of Chapter 4, Part 1, Division 2, Title 5, 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 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 District, 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 or accrued by the District during fiscal year 2009-2010. As security for the payment of the principal of and interest an the Notes, the District 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 received by the District in the month of , 20~ (b} in an amount equal to twenty-five percent {25%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~, (c) in an amount equal to twenty-five percent {25%) of the principal amount of the Notes from the unrestricted revenues received by the District in the month of , 20~ and (d} in an amount equal to twenty-five percent (ZS%) 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 , 20~ (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 SPECYMEN NQTE 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. 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 Tssue Date stated above. COUNTY OF BUTTE COUNTY By Treasurer-Ta~~x~~ C l',/ Countersigned: (}~/ Clerk of the Board of Supervisors GoldenFLTESDForu~+Iote04142009.doc CLERK'S CERTYF~CATE T, , Clerlc 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 , 20x9, of which meeting all of the members of the Board of Supervisors of said County had due notice and at which a quorum was present. Y have carefully compared the sanne with the anginal minutes of said meeting on f le and of record, and the foregoing is a foil, true, and correct copy of the original resolution adopted at said meeting and entered in said resolution. Said resolution has not been amended, modifzed or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: [clo: C3utteCoRes04- 16-2009 RESOLUTION NO. RESOLUTION OF THE OFFICE OF EDUCATION OF BUTTE COUNTY AUTHORIZING THE ISSUANCE OF 2009-2010 TAX AND REVENUE ANTICIPATION NOTES, SERIES A FOR SAID OFFICE AND REQUESTING THE BOARD OF SUPERVISORS OF BUTTE COUNTY TO ISSUE SAID NOTES WHEREAS, pursuant to Sections 53850, et seQ., of the Government Cade of the State of California {the "Act") contained in Article 7.6 thereof, entitled "Temporazy Borrowing," on or after the first day of any fiscal year {being 7uly 1}, the Butte County Office of Education (the "Office") may borrow money by issuing tax and revenue anticipation notes in one or more series for any purpose far which the Office is authorized to expend rnoneys, including, but not limited to, current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the Office; and WHEREAS, Section S38S3 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 aver 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 Schools of Butte County (the "Superintendent") has jurisdiction over the Office, and this Board of Education (the "Office Boazd"), being the governing board of the Office, hereby requests the borrowing of not to exceed Thirty Two Million Dollazs ($32,000,000} an interest rate not to exceed six percent (6%) through the issue by the County Board of 20D9-2010 Tax and Revenue Anticipation Notes, Series A {the "Notes") in the name of the Office; and WHEREAS, the Office Board has found and determined that said $32,0OO,ODD.OD maximum principal amount of Notes to be issued by the County Board on behalf of the Office in fiscal year 2DD4-2010, 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 Iimited to, revenue from state and federal governments}, cash receipts and other moneys of the Office which will be available for the payment of the Notes and interest thereon, as required by Section 53858 of the Act; and , NOW, THEREFORE, the Office Board hereby resolves as follows: Section 1. Findings. All of the above recitals are true and correct and the Office Board so finds and determines. Section 2. Authorization of Issuance of Notes; Terms Thereof Pang Agent. The Office Board hereby authorizes the borrowing of an amount not to exceed $32,000,000.00 principal amount of and requests the County Board to issue in the name of the Office, Notes under Sections 53850, et secy., of the Act, designated "Butte County Office of Education, Butte bcoe authorizing resolution 04032009. County, State of California, 2009-10 Tax and Revenue Anticipation Notes, Series A" {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 month/360-day year basis. The Butte County TreasurerlTax 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 monih/360-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 2009-2010 Tax and Revenue Anticipation Notes for the Butte County Office of Education." That resolution, to be adapted 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 so borrowed shall be initially deposited in the Treasury of Butte County (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 info a restricted fund of Chico USD, the withdrawal or transfer of funds from which shall require prior authorization from the Superintendent or his designee. Until used or expended, the moneys may be invested in investment securities by the County Treasurer directly, ar through an investment agreement, in investments as permitted by applicable California law, and meeting Standard and Poar'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 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 alt 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 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 04032009. Section 5. 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 or accrued by the Office during or attributable to fiscal year 2009-2010 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 Superintendent, or the Superintendent's designee, prior to the date of the sale of the Notes, sufficient to pay the principal of the Notes at maturity and interest on the Notes twelve months from the date of issuance and 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, including, but not limited to, those amounts paid by the Districts under the District Notes. The dates so designated shall constitute the "deposit dates" referred to in Section 5{B) of each District resolution. (C) Dep,,osit,.of,PIPdged, 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, 2009-2010 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 or until provision has been made for the payment of the Notes 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 and Investment of Mone, s 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 Off ce. The Off ce hereby covenants to return to the respective District any amount 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 payment due dates, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of andlor 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 3 bcoe authorizing resolution 04032009. 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. 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 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 County Treasury at least one business day prior to the payment dates. 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 Ieast one of the foregoing signatures is manual; the Clerk to affix the sea! of the County or a facsimile of the seal thereto; and said officers to cause the blank spaces thereof to be f lled in as maybe appropriate. Section 7. Sale of the Notes. The Notes will be sold either at a negotiated 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, 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 negotiated sale in conjunction with advice from the fnancial advisor. If the sale is negotiated, the County Treasurer, or his or her designee, is authorized to negotiate the sale of no more than $32,000,000.00 of notes at an interest rate of not mare than six percent (6%). If the sale is by competitive bid, the Superintendent, or his or her designee, is hereby directed to execute, and the Clerk of the Office is directed to publish, the Official Notice of Sale. The County Treasurer is authorized to award the sale to said bidder. Section S. Paying. 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, 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, on behalf of the Office, to deem "fznal" pursuant to Rule 15c2- 4 bcoe authorizing resolution O~i032004. 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 Offcial 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 rrrade. 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 naay 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 ali 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 Notes in accordance with this Resolution, any supplemental resolution to this Resolution, and resolutions hereafter adapted by the County Board. Section 11. Financial Advisor. The Office Board hereby conf rms 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, or any of there, 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 reso]ution 04032009. 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 13th day of April, 2004, by the following vote: AYES: NOES: ABSENT: ISl President, Board of Education Butte County Office of Education Attest: /S/ Clerk, Board of Education Butte County Office of Education 6 bcoe au#horizing resolu#ion Q4Q32Q49. CERTIFICATE Certified Copy of Resolution Adopted on April 13, 2009 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 Off ce at a meeting thereof which was duly called and held on April 13, 2009, and at such meeting a quorum was present and acting throughout, and that said resolution has not been amended, modified or rescinded since the date of adoption and is now in full force and effect. Dated: closing date? BUTTE COUNTY OFFICE OF EDUCATION By: Don McNelis, Superintendent bcoe authorizing resolution 04032009 EXHIBIT A [Attach Specimen Note foar Butte County Office of Education] bcoe authorizing resolution 04032009 RESOLUTION NO. l.3 200$12x09 RESOLUTION OF THE BOARD OF TRUSTEES OF THE GOLDEN FEATHER UNION ELEMENTARY SCHOOL DISTRICT AUTHORIZING SORROWING WHEREAS, pursuant to Sections 53850, et seq., of the Government Code of the State of California (the "Act") contained in Article 7.b thereof, entitled "Temporary Borrowing," on or after the first day of any fiscal year (being July 1), the Golden Feather Union Elementary School District (the "District") may borrow money by issuing notes in one or more series for any purpose for 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 Education {the "District Board"), being the governing board of the District, hereby requests a loan of not to exceed Three Hundred and Fifty Thousand Dollars ($350,000) 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 2009-2010 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 or accrued during the fiscal year 2009-2010 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 or allocable to fiscal year 2009-2010 are pledged for the payment of the Note; and WHEREAS, the loan 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 on 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 $350,000 maximum principal amount of loan, 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 Go~denFL1ESDRes04142009 governments}, cash receipts and other moneys of the District which will be available for the repayment of the loan and interest thereon, as required by Section 53858 of the Act; and WHEREAS, The District Board has found and determined that the loan 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 NOW, THEREFORE, the Board of Education of the Golden Feather Union Elementary School District hereby resolves as follows: Section 1. Findings. 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 Pa 'n A ent. The District Board hereby authorizes the borrowing from the Office of an amount not to exceed $350,000.00 principal amount and the issuance of a promissory note {the "Note") under Sections 53850, et sea., of the Act, to be 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 an 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 Nate (the "Paying Agent"). Section 3. Form of Note. The Note 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. 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 Office and subsequently credited to a restricted fund of the District concurrently with the delivery of the Note. Such funds are to be withdrawn, used or expended by the District for 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, with any and all interest andlor dividends payable to the District. The District hereby covenants that it will make no use of the proceeds of the Note that would cause the Nate to be "arbitrage .bonds" under Section 148 of the Code; and, to that end, so long as the Note 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 GaldenFUESDRes04I 42009 investment earnings on certain amounts, including proceeds of the Note, if required, to the Federal governnxent, 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 S. Pa ent 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 or accrued by the District during fiscal year 2009-2010 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 Nate shall be paid with interest thereon from any other moneys of the District lawfully available therefor, as provided herein and by law. (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 Note 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 District (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 for 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 chazge 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 "Golden Feather Union Elementary School District 2009-2010 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 for the payment of the Note at maturity with interest to maturity, the moneys in the GoIdenk"UESDRes04142004 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 on the 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 payment due dates, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and/or interest on the Note. In accordance with Government Code Section 53857, the District shall make up any deficiency from any other money of the District lawfully available for the payment of the 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 maybe appropriate. Section 7. General. All 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 lawfitl 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, agents 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. Go~denFUESDRes04142009 PASSED AND ADOPTED by the Board of Education of the Golden Feather Union Elementary School District this 21st day of April, 2009, by the following vote: AYES: Mrs. Neher, Mrs. Force, Mrs. Ingvoldsen, Mr. fans, Mr. Saul NOES: None ABSENT: None ~. President, Board of Trustees Golden Feather Union Elementary School District Attest: o ~~~ S e ary of the Board of Education, olden Feather Union Elementary School District GoFdex~~JESDRes04142009 SECRETARY'S CERTIFICATE Certified Copy of Resolution Adopted on Apri121, 2009 I, Lora Haston, hereby certify that I am the Superintendent and Secretary of the Board of Education of the Golden Feather Union Elementary School District (the "District"}, school district organized and existing under and by virtue of the Constitution and laws of the State of California and that as such I am authorized to execute this Certificate on behalf of the District. 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 District at a meeting thereof which was duly called and held on A ril 21 2009, and at such meeting a quorum was present and acting throughout, and that said resolution has nat been amended, modified or rescinded since the date of adoption and is now in full force and effect. Dated: April 21, 2009 GOLDEN FEATHER UNION ELEMENTARY SCHOOL DISTRICT By: S p ~ en ent RESOLUTION NO. RESOLUTION OF THE BOARD OF TRUSTEES OF THE GRIDLEY UNIFIED SCHOOL DISTRICT AUTHORIZING BORROWING 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 Gridley Unified School District (the "District") may borrow money by issuing notes in one or more series for any purpose for 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 Education (the "District Board"), being the governing board of the District, hereby requests a loan of not to exceed Two Million Two Hundred Thousand Dollars {$2,200,000.00} 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 2009-2010 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 "Nate"); 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 or accrued during the fiscal year 2009-2010 in which issued; and WHEREAS, pursuant to Section 53856 of the Act, the District may pledge any taxes, income, revenue, cash xeceipts, or other moneys deposited in inactive or term deposits (but excepting certain nnoneys 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 or allocable to fiscal year 2009-2010 are pledged for the payment of the Note; and WHEREAS, the loan 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 on 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 $2,200,000.00 maximum principal amount of loan, 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 GridleyUSDRes04232009 governments), cash receipts and other moneys of the District which will be available for the repayment of the loan and interest thereon, as required by Section 53858 of the Act; and WHEREAS, The District Board has found and determined that the loan 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 NOW, THEREFORE, the Board of Education of the Gridley 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 Pa in A ent, The District Board hereby authorizes the borrowing from the Office of an amount not to exceed $2,200,000.00 principal amount and the issuance of a promissory note (the "Note") under Sections 53850, et sea., of the Act, to be 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 Nate 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 far the Nate (the "Paying Agent"). Section 3. Form of Note. The Note shall be substantially in the form and substance set Earth 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; Na Arbitrage. The moneys so borrowed shall be initially deposited in the Treasury of the County in a proceeds fund to the credit of the Office 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 for 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 bands" under Section 148 of the Code; and, to that end, so long as the Note is outstanding, the District, and all of its off cers 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 GridleyUSDRes04232009 of the Note, 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 tune, applicable and in effect, so that the Note will not be "arbitrage bonds." Section S. Payment of Note. (A) Source of Pa ent. 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 2009-2010 and which are available thezefar. 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. (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 Note 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 District (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 S38S6 of the Act, which are intended as receipts for 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 f rst lien and charge against and shall be payable from the first moneys received by the District from such Pledged Revenues, as pzavided by law. In the event that there are insufficient unrestricted revenues received by the District to permit the deposit with the County Treasuzer 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 far the repayment of the Note and the interest thereon. (C} De osit of Pled ed Revenues in Re a ment Fund. The District shall deposit Pledged Revenues in the County treasury in a special fund designated as the "Gridley Unified School District 2009-2010 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 for the payment of the Note at GridleyUSDRes04232009 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 on the 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 payment due dates of the Note, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of andlor interest on the Note. In accordance with Government Code Section 5385'x, the District shall make up any defciency from any other money of the District lawfully available for the payment of the 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 County Boazd (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. Section 7. General. All 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, agents 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 Education of the Gridley Unified School District this day of , 2009, by the following vote: AYES GridleyUSDRes04232009 NOES: ABSENT: President, Board of Trustees Gridley Unified School District Attest: Secretary of the Board of Education, Gridley Unified School District GridleyUSDRes04232004 EXHIBIT A [ATTACH SPECIMEN NOTE SECRETARY'S CERTYFYCATE Certified Copy of Resolution Adopted on I, ,hereby certify that I am the Superintendent and Secretary of the Board of Education of the Gridley Unified School District (the "District"}, school district organized and existing under and by virtue of the Constitution and laws of the State of California and that as such I am authorized to execute this Certificate on behalf of the District. 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 District at a meeting thereof which was duly called and held on ,2009, and at such meeting a quorum was present and acting throughout, and that said resolution has not been amended, modified or rescinded since the date of adoption and is now in full force and effect. Dated: [closing date], 2009 GRIDLEY UNIFIED SCHOOL DISTRICT By: Superintendent RESOLUTION NO. RESOLUTION OF THE BOARD OF EDUCATION OF THE CHICO UNIFIED SCHOOL DISTRICT AUTHORIZING BORROWING WHEREAS, pursuant to Sections 53850, et seQ., of the Government Code of the State of California (the "Act"} contained in Article 7.5 thereof, entitled "Temporazy Borrowing," on or after the first day of any fiscal year {being 7uly i), the Chico Unified School District (the "District") may borrow money by issuing notes in one or more series for any purpose for 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 Education (the "District Board"), being the governing board of the District, hereby requests a loan of not to exceed Seventeen Million Three Hundred Thousaz~d Dollazs {$17,300,000.00) 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 2009-2010 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 "Nate"}; and WHEREAS, such Note is payable not later than fzfteen months after the date of issue, and such Note shall be payable only from revenue received or accrued during the fiscal year 2009-2010 in which issued; and WHEREAS, pursuant to Section 5385b 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 fox 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 or allocable to fiscal year 2009-2010 are pledged for the payment of the Note; and WHEREAS, the loan 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 on 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 $17,300,000.00 principal amount of loan, 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 chicoRes04232009 receipts and other moneys of the District which will be available for the repayment of the loan and interest thereon, as required by Section 53858 of the Act; and WHEREAS, The District Board has found and determined that the loan will not be issued to fnance 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 NOW, THEREFORE, the Board of Education of the Chico Unifed School District hereby resolves as follows: Section 1. Findings. 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 Pa in A ent. The District Board hereby authorizes the borrowing from the Office of an amount not to exceed $17,300,000.00 principal amount and the issuance of a promissory note (the "Note") under Sections 53850, et se ., of the Act, to be 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, bath 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 TreasurerlTax Collector, Oroville, California, which is hereby designated by this Board as the paying agent for the Note (the "Paying Agent"). Section 3. Form of Note. The Note 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. 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 Office and subsequently credited to a restricted fund of the District concurrently with the delivery of the Note. Such funds are to be withdrawn, used or expended by the District, subject to the prior authorization of the County Superintendent or his designee, for any purpose far which it is authorized to invest or expend funds from the general fund of the District, including, but riot 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 ali 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 chicoRes04232009 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 Nate. (A) Source of Pa ment. 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 or accrued by the District during fiscal year 2009-2010 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. (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 Note 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 District (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 for 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 far the repayment of the Note and the interest thereon. (C} De osit of Pled ed Revenues in Re a meat Fund. The District shall deposit Pledged Revenues in the County treasury in a special fund designated as the "Chico Unified School District 2009-2010 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 Nate, and until the Note and all interest thereon are paid or until provision has been made for the payment of the Note at chicoRes04232009 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 Mone s De osited 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 on the Note, when due, any moneys in excess of such amount remaining in ar accruing to the Repayment Fund shall be transferred to the General Fund of the District upon the request of the District. On the payment due dates of the Note, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of andlor interest on the Note. In accordance with Government Code Section 53857, the District shall make up any deficiency from any other money of the District lawfully available for the payment of the Nate 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 Glerk of the County Board (the "Clerk") to countersign the Note manually ar by facsimile signature; and said officers to cause the blank spaces thereof to be f lled in as may be appropriate. Section 7. General. All actions heretofore taken by the officers and agents of the District Board with respect to the Nate 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, agents and employees hereby covenant to comply with the Iiens 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. chicoRes04232009 PASSED AND ADOPTED by the Board of Education of the Chico Unified School District this day of , 2009, by the following vote: AYES: NOES: ABSENT: President, Board of Education Chico Unified School District Attest: Secretary of the Board of Education, Chico Unified School District chicoRes04232009 EXHIBIT A [ATTACH SPECIMEN NOTE OF CHICO USD] SECRETARY'S CERTIFICATE Certified Copy of Resolution Adopted on I, ,hereby certify that I am the Superintendent and Secretary of the Board of Education of the Chico Unified School District {the "District"), school district organized and existing under and by virtue of the Constitution and laws of the State of California and that as such I am authorized to execute this Certificate on behalf of the District. 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 District at a meeting thereof which was duly called and held on ,2009, and at such meeting a quorum was present and acting throughout, and that said resolution has not been amended, modified or rescinded since the date of adoption and is now in full force and effect. Dated: [closing date], 2009 CHICO UNIFIED SCHOOL DISTRICT By: Superintendent RESOLUTION NO. RESOLUTION OF THE BOARD OF TRUSTEES OF THE GRIDLEY UNIFIED SCHOOL DISTRICT AUTHORIZING SORROWING WHEREAS, pursuant to Sections 53850, et secy., 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 3uly 1}, the Gridley Unified School District (the "District"} may borrow money by issuing notes in one ar more series for any purpose for 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 Education (the "District Board"), being the governing board of the District, hereby requests a loan of not to exceed Two Million Twa Hundred Thousand Dollars {$2,200,000.00} at an interest rate not fa exceed six percent (6%) per annum {the "Loan") through the issue by the Board of Supervisors of the County of Butte (the "County") of 2049-2010 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 Nate is payable not later than fifteen months after the date of issue, and such Note shall be payable only from revenue received or accrued during the fiscal year 2009-2010 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 or allocable to fiscal year 2009-2010 are pledged for the payment of the Note; and WHEREAS, the loan 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 on a date to be determined; and shall be in the farm 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 $2,200,000.00 maximum principal amount of loan, 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 GridleyYlSDRes04232009 governments), cash receipts and other moneys of the District which will be available for the repayment of the loan and interest thereon, as required by Section 53$58 of the Act; and WHEREAS, The District Board has found and determined that the loan 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 NOW, THEREFORE, the Board of Education of the Gridley Unified School District hereby resolves as follows: Section 1. Findings. 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.; Pang Agent. The District Board hereby authorizes the borrowing from the Office of an amount not to exceed $2,200,000.00 principal amount and the issuance of a promissory note {the "Nate") under Sections 53850, et seq., of the Act, to be 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 (defned 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 Note. The Note 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. Section 4. De osit of Loan Proceeds• No Arbitra e. The moneys so borrowed shall be initially deposited in the Treasury of the County in a proceeds fund to the credit of the Office 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 for any purpose for which it is authorized to invest ar 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 Note 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 an certain amounts, including proceeds GridleyUSDRes04232009 of the Note, if required, to the Federal goverrunent, 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 "azbitrage bonds." Section S. Payment of Note. (A) Source of Pa ent. The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts, and othez moneys which are received by the District during fiscal year 2009-2010 and which are available therefor. The Note shall be a genezal 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 arty other moneys of the District lawfully available therefor, as provided herein and by law. (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 Note 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 pzovided in the resolution authorizing the issuance of the TRANS (the "Issuance Resolution"}, plus an amount sufficient to pay interest on the Note, from unxestricted revenues zeceived by the District (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 pzovided in Section 53856 of the Act, which are intended as receipts for the genezal 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 Treasurez 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 arkd the interest thereon. (C) De asit of Pled ed Revenues in Re a ment Fund. The District shall deposit Pledged Revenues in the County treasury in a special fund designated as the "Gridley Unified School District 2009-2010 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 for the payment of the Note at GridieyUSDRes0~232009 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 on the 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 payment due dates of the Note, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of andlor interest on the Note. In accordance with Government Code Section 53$57, the District shall make up any deficiency from any other money of the District lawfully available for the payment of the Nate and the interest thereon. Section 6. Execution of Note. The Treasurer, or designated deputy thereof, is hereby authorized to sign the Nate manually or by facsimile signature; the Clerk of the County 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. Section 7. General. All actions heretofore taken by the officers and agents of the District Boazd with respect to the Note are hereby approved, conf rmed 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 $. 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 offcers, agents 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 Education of the Gridley Unified School District this day of , 2009, by the fallowing vote: AYES: GridleyUSDltes04232009 NOES: ABSENT: President, Board of Trustees Gridley Unified School District Attest: Secretary of the Board of Education, Gridley Unified School District GridleyUSDRes04232009 EXHIBIT A [ATTACH SPECIMEN NOTE SECRETARY'S CERTIFICATE Certified Copy of Resolution Adopted on I, ,hereby certify that I am the Superintendent and Secretary of the Board of Education of the Gridley Unified School District (the "District"}, school district organized and existing under and by virtue of the Constitution and laws of the State of California and that as such T am authorized to execute this Certificate an behalf of the District. I hereby further certify that attached hereto is a complete copy of a resolution which was duly adopted by the Baazd of Education of the District at a meeting thereof which was duly called and held on ,2009, and at such meeting a quorum was present and acting throughout, and that said resolution has not been amended, modified or rescinded since the date of adoption and is now in full force and effect. Dated: [closing date], 2009 GRIDLEY UNIFIED SCHOOL DISTRICT By: Superintendent