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HomeMy WebLinkAbout91-055RESOLUTION NO. 91-55 A RESOLUTION OF THE BOARD OF SUPERVISORS OF BUTTE COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CHICO UNIFIED SCHOOL DISTRICT, COUNTY OF BUTTE, CALIFORNIA, 1991 GENERAL OBLIGATION BONDS, SERIES B, IN THE PRINCIPAL AMOUNT NOT TO EXCEED $8,Oaa,aQa FOR THE PURPOSE OF FINANCING REAL PROPERTY ACQUISITION OR IMPROVEMENTS. WHEREAS, a duly called special municipal election was hold in the Chico Unified School District (the "District"), Butte County (the "County"), State of California, on April 12, 1988 and will tae canvassed pursuant to law; WHEREAS, at such election there was submitted to and approved by the requisite two-thirds vote of the qualified electors of the District a question as to the issuance and,saie of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters; in the maximum amount of ,$18,425,a0a payable from the levy of an ad valorem tax against the taxable property in the District; WHEREAS, pursuant to such authorization by the voters, Chico Unified School District, County of Butte, ].988 General Obligation Bonds, Series A, in the principal amount of $3,800,000 were issued in July, 1988; WHEREAS, at this tame this Board has received the resolution of the governing board of the District requesting the issuance of a portion of such Bonds in the aggregate principal amount not to exceed $B,OOa,000 (the "Series B Bonds"); WHEREAS, all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series B Bonds, is within all limits prescribed by law; WHEREAS, pursuant to Section 265(b}(3) of the Internal Revenue Code of 1986, as amended {the "Code"), under certain circumstances, certain obligations the interest on which is exempt from federal income tax under Section la3 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations," thereby allowing certain financial 1 NUMATTER/7 institutions that are holders of such qualified tax-exempt obligations to deduct for federal income tax purposes a portion of such institution's interest expense that is allocable to such qualified tax-exempt obligations, all as determined in accordance with Sections 265 and 291 of the Code; and WHEREAS, the governing Board of the District has represented that: (1} the Series B Bonds authorized by this resolution are not private activity bonds within the meaning of Section 141 of the Code; (2) the District, together with all of its subordinate entities, has heretofore issued no obligations (other than those obligations described in Paragraph (4) below} in calendar year 1991 the interest on which is exempt from federal income tax under Section 103 of the Cade; (3) the District anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1991 obligations (other than those obligations described n Paragraph (4) below) the interest on which is exempt from federal income tax under Section 103 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of $10,000,000; and {4) notwithstanding Paragraphs (2) and (3) above, the District and its subordinate entities may have issued in calendar year 1991 and may continue to issue during the remainder of calendar year 1991 private activity bonds other than qualified 501(c)(3) bonds as defined in Section 145 of the Code; and WHEREAS, the District wishes to designate the Series B Bonds as "qualified tax--exempt obligations" within the meaning of Section 265(b)(3) of the Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF BUTTE COUNTY, CALIFORNIA, AS FOLLOWS: SECTION 1. That for the purpose of raising money for the acquisition of land for elementary and secondary school sites, the permanent improvement of school sites, the building or construction of improvements both on and off the school sites that are essential to the development of the schools, the making of permanent alterations, additions or fixtures to the school buildings, structures and facilities, the building or purchasing of school buildings, structures and facilities and 2 NUMATTER/7 to pay all necessary legal, financial, engineering and contingent costs in connection therewith, the County hereby authorizes the issuance of the Series B Bonds. SECTION 2, Notice Inviting Bids. The invitation for bids for the purchase of the Series B Bands is hereby authorized, such invitation to be substantially in accordance with the Native Inviting Proposals For Purchase of Bonds attached hereto as Exhibit A and by this reference incorporated herein (the "Notice Inviting Bids"). The Notice Inviting Bids and the Bid Form (including the memorandum of interest cast), attached hereto as Exhibit B and by this reference incorporated herein, are hereby approved. SECTION 3. I, cal Publicati n f N tic of Inten ion Sell Bonds. The Superintendent of the District is hereby directed to execute and the Clerk of the District is directed to publish the Notice of Intention to Sell Bonds attached hereto as Exhibit C (the "Notice of Intention to Sell"} in the Enterprise Record and the News and Review, newspapers published and of general circulation in Butte County, California, once a week for two successive weeks. SECTION 4. Terms and Conditions of Sale. The terms and conditions of the offering and the sale of the Series B Bonds shall be as specified in the Notice Inviting Bids. Upon receipt of bids, the County Treasurer-Tax Collector is authorized to accept the lowest bid, and, after consultation with the District, award the Series B Bands to the lowest bidder. SECTION 5. F rnishin f N i e Invi in Bid n Offi ial Statement. The Clerk of the District and the financial advisor to the District, Security Pacific National Bank (the "Financial Advisor") are hereby authorized and directed to cause to be furnished to prospective bidders a reasonable number of copies of the Notice Inviting Bids (including the Bid Form} and a reasonable number of copies of the Official Statement. SECTION 5. Pu lica i n f In n i n t 11. The Superintendent of the District is hereby directed to execute and publish a Notice of Intention to Sell in Thg Bond B_uygz~ once at least fifteen (l5) days prior to the date set to receive bids. SECTION 7. eneral Authoriz ti n. The Financial Advisor and/or Bond Counsel are hereby authorized and directed to open the bids at the time and place specified in the Notice Inviting Bids and to present the same to the County. 'The Financial Advisor and/or Band Counsel are hereby authorized and directed NUMATTER/7 to receive and record the receipt of all bids made pursuant to the Notice Inviting Bids, to cause said bads to be examined for compliance with the Notice Inviting Bads, to cause computations to be made as to which bidder has bid the lowest net interest cost, as provided in the Notice Inviting Bids, along with a report as to the foregoing and any other matters deemed pertinent to the award of the Series B Bands and the proceedings far the issuance thereof. SECTION $. The Series B Bonds shall be issued as fully registered Bonds registered as to both principal and interest, in the denominations of $5,000 or any integral multiple thereof, and shall be dated May 15, 1991. The Series B Bonds shall bear interest from the date of the Series B Bonds to maturity of each of the Series B Bonds at a rate ar rates such that the interest rate shall not exceed 12% per annum. Interest shall be payable an May 15 and November 15 of each year (the "Interest Payment Dates"), commencing May 15, 1992, until the principal amount has been paid or provided for. Each Series B Bond shall bear interest from the interest payment date next preceding the date of authentication thereof . unless it is authenticated as of a day during the period from the 15th day of the month next preceding any interest payment date to the interest payment date, inclusive, in~whach event. at shall bear interest from such interest payment date, or unless it is authenticated on or before May 15, 1992, in which event it shall bear interest from May 15, 1991. The Series B Bonds shall mature on May 15, 2016 of the years and in the amounts determined by the County Treasurer-Tax Collector upon the recommendation of the Distract, such determination to be conclusively evidenced by the publication of such dates and amounts in the Notice Inviting Bids. The Series B Bonds maturing on or before May 15, 2003.are not subject to redemption. The Series B Bonds maturing on May 15, 2004, or any time thereafter, are subject to for redemption prior to their stated maturity date at the option of the District, in whale on any date, or in Bart on any Interest Payment Date, on or after May 15, 2003, and may be redeemed prior to the maturity thereof by payment of all principal, plus accrued interest to date of redemption, plus the. payment of a premium (expressed as a percentage of the principal amount), payable from any source lawfully available therefor, as follows; NUMATTER/7 4 Re em tion Date Redemption Premium May 15, 2003 and November 15, 2003 1030 May 15, 2009 and November 15, 2004 142.5 May 15, 2405 and November 15, 2005 102 May 15, 2005 and November 15, 2006 141.5 May 15, 2047 and November 15, 2407 141 May 15, 2008 and November 15, 2048 144.5 May 15, 2409 and November 15, 2009 140 If less than aII of the Series B Bonds of any one maturity shall be called for redemption, the particular Series B Bands or portions of Series B Bonds of such maturity to be redeemed shall be selected by lot at the direction of the District by the Bond Registrar (as defined in Section 10 below) in such manner as the Bond Registrar in its discretion may determine; provided, however, that the portion of any Series B Bond to be redeemed shall be in the principal amount of $25,Ofl0 or some multiple thereof and that, in selecting Series B Bonds for redemption, the Bond Registrar shall treat each Series B Bond as representing that number of Series B Bonds which is obtained by dividing the principal amount of such Series B Bond by $5,444. Tf less than all of the Series B Bonds stated to mature on different dates shall be called for redemption, the particular Bands or portions thereof to be redeemed shall be called in the inverse order of their maturities. The Bond Registrar shall give notice of the redemption of the Series B Bonds at the expense o£ the District. Such notice shall specify: (a) that the Series B Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUS1P numbers of the Series B Bonds to be redeemed, {c) the date of notice and the date of redemption, {d) the place or places where the redemption will be made, and (e) descriptive information regarding the Series B Bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable upon each Series B Bond to be redeemed, the portion of the principal amount of such Series B Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the original purchaser of the Series B Bands, or if the original purchaser is a syndicate, to the managing member of such syndicate, to a municipal registered securities depository and to a national information. service that disseminates securities 5 NUMATTER/7 redemption notices, and by first class mail, postage prepaid, to the District and County and the respective Owners of any registered Series B Bands designated for redemption at their addresses appearing on the Bond registration books,r~aretor~he case at least 3Q days, but not more than 60 days, p redemption date; row., v~ded that neither failure to receive such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Series B Bonds. SECTION 9. The Series B Bonds shall be signed by the Chairman of the Board of Supervisors and the County Treasurer-Tax Collector by their manual ar facsimile signatures and countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by the Clerk of the Board of Supervisors, all in their official capacities. Na Series B Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under this resolution unless and until the certificate of authentication printed on the Series B Sond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Series B Bond so authenticated has been duly issued, signed and delivered under this resolution and is entitled to the security and benefit of this Resolution. SECTION 1Q. This Board does hereby appoint Security Pacific National Bank, I,oS Angeles, California, to act as the authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Bond Registrar") for~the Series B Bands. SECTION lI. The principal of and interest on the Series B Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. Principal shall be payable when due upon presentation and surrender of the Series B Bonds at the principal corporate trust office of the Bond Registrar. Interest on a Series B Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Series B Bond was registered, and to that person's address appearing, on the Bond Register (as defined in Section 12 below) at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). SECTION 12. So long as any of the Series B Bands remain outstanding, the District will cause the Bond Registrar to maintain and keep at its principal corporate trust office all books and records necessary for the registration; exchange and 6 N[3MATTER/7 transfer of the Series B Bonds as provided in this Section (the "Bond Register"}. Subject to the provisions of Section 11 above, the person in whose name a Series B Bond is registered an the Bond Register shall be regarded as the absolute owner of that Series B Band far all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series B Bond shall be made only to or upon the order of that person; neither the District, the County nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series B Bonds, including interest, to the extent of the amount or amounts so paid. Any Series B Bond may be exchanged far Series B Bonds of any authorized denomination upon presentation and surrender at the principal corporate trust office of the Bond Registrar. together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. A Series B Bond may be transferred only on the Bond Register upon presentation and surrender of the Series B Bond at the principal corporate trust office of the Bond Registrar together with an assignment executed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Series B Bond or Series B Sonds of any authorized denomination or denominations requested by the owner equal in the aggregate to the unmatured principal amount of the Series B Bond surrendered and bearing interest at the same rate and maturing an the same date. Tf manual signatures on behalf of the County are required, the Bond Registrar shall undertake the exchange or transfer of Series B Bonds only after the new Series B Bonds are signed by the authorized officers of the County. Tn all cases of exchanged or transferred Series B Bonds, the County shall sign and the Bond Registrar shall authenticate and deliver Series B Bands in accordance with the provisions of this Resolution. A11 fees and costs of transfer shall be paid by the transferor. Those charges may be required to be paid before the procedure is begun for the exchange or transfer. All Series B Bonds issued upon any exchange or transfer shall be valid obligations of the District, evidencing the same debt, and entitled to the same security and benefit under this Resolution as the Series B Bonds surrendered upon that exchange or transfer. 7 NUMATTER/7 Any Series B Bond surrendered to the Band Registrar for payment, retirement, exchange, replacement or transfer shall be cancelled by the Bond Registrar. The District and the County may at any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered Series B Bonds that the District and the County may have acquired in any manner whatsoever, and those Series B Bonds shall be promptly cancelled by the Bond Registrar. Written reports of the surrender and cancellation of Series B Bonds shall be made to the Distract and the County by the Bond Registrar at least twice each calendar year. The cancelled Series B Bonds shall be retained for a period of time and then returned to the District or destroyed by the Bond Registrar as directed by the District. Neither the District, the County nor the Bond Registrar will be required {a) to issue or transfer any Series B Bands during a period beginning with the opening of business on the ISth business day next preceding either any Interest Payment Date or any date of selection of Series B Bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any Series B Bonds which have been selected or called for redemption in whole or in part. SECTION 13. The Series B Bonds shall be in substantially the following form, allowing those officials executing the Series B Bonds to make the insertions and deletions necessary to conform the Series B Bonds to this Resolution. (Form of Face of Bond) REGISTERED NO. CHICO UNIFIED SCHOOL DISTRICT BUTTE COUNTY, CALIFORNIA 1991 GENERAL OBLIGATION BOND, SERIES B INTEREST RAT MAT RITY DATE: DA E A per annum May 15, 1991 REGISTERED OWNER: PRINCIPAL AMOUNT: REGISTERED CUSIP The Chico Unified School District (the "District") in Butte C'.catinty. California (the "County"}, for value received, promises 8 NUMA,TTER/ 7 to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid ar provided for at the Interest Rate stated above, on May 15 and November 15 of each year (the "Interest Payment Dates"}, commencing May 15, 1992. This bond will bear interest from the Interest Payment Date next preceding the date of authentication hereof unless it is authenticated as of a day during the period from the 15th day of the month next preceding any Interest Payment Date to the Interest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated on or before May i, 1992, in which event it shall bear interest from May 15, 1991. Principal and interest are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this bond {or, if applicable, one or more predecessor bands) is registered (the "Registered Owner"} on the Register maintained by the Bond Registrar, initially Security Pacific National Bank, Los Angeles, California. Principal is payable upon presentation and surrender of this bond at the principal corporate trust office of the Bond Registrar. Interest is payable by check or draft mailed by the Bond Registrar on each Interest Payment Date to the Registered Owner as shown and at the address appearing on said register at the close of business on the 15th day of the calendar month next preceding .that Tnterest Payment Date (the "Record Date"). - REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND 5ET FORTH ON THE REVERSE SIDE, WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE, It is certified and recited that all acts and conditions required by the Constitution and Taws of the State of California to exist, to occur and to be performed or to have been met precedent to and in the issuing of the bonds described herein in order to make them legal, valid and binding general obligations of the District, have been performed and have been met in regular and due form as required by law; that payment in full for the bonds has been received; that no statutory or constitutional limitation on indebtedness or taxation has been exceeded in issuing the bonds; and that due provision has been made for levying and collecting ad valorem property taxes on all of the taxable property within the District in an amount sufficient to pay principal and interest when du,e, and far levying and collecting such taxes the full faith and credit of the District are hereby pledged. This bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the NUMATTER/7 Bond Resolution (described on the reverse hereof} until the Certificate of Authentication below has been signed. TN WITNESS WHEREOF, Butte County, California, has caused this bond to be executed on behalf of the District, in the official capacities by. the facsimile signatures of the Chairman of the Board of Supervisors of the County and the County Treasurer-Tax Collector, and to be countersigned by the facsimile signature of the Clerk of the Board of Supervisors of the~Cg~nty, and has caused the seal of the County to be affixed heex~:c2~>~~~~1 as of the date stated above. BUTTE COC~NT$,`•,,Q~,LTFQRNIA ;moo Q;.s~ :~'~ tin ~ F}'.-':,y ;r3 ^7 s,._. ~ -~ ;~~-- <.f.. C0'~~~~~GNED Clerk, Board of Superviso s ~~- man, `hoard of u isors AY 0'~ i~~~ r easurer-Tax Collector 10 NUMATTER/7 CERTIFICATE OF AUTHENTICATION This bond is one of the bands described in the Bond Resolution referred to herein. Date of Registration and Authentication: Security Pacific National Bank, Bond Registrar and Paying Agent By: Authorized Officer {Farm of Reverse of Band) This bond is one of a series of $B,OOO,ODO of bands issued for the purpose of raising money for the acquisition of land for elementary and secondary school sites, the building or construction of improvements both on and off the school sites that are essential to the development of the schools, the making of permanent alterations, additions or fixtures to the school buildings, structures and facilities, the building or purchasing of school buildings, structures and facilities and to pay all necessary Iegal, financial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite two--thirds vote of the electors of the District cast at a special election held on April 12, 1988, upon the question of issuing bonds in the amount of ,~18,42S,OOE} and the resolution of the Board of Education of the District adopted on April 17, 1991 (the "District Resolution") and the resolution pf the County Hoard of Supervisors adopted on May 7, 1991 (the "Bond Resolution"}. This bond and the issue of which this band is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes on all property subject to such taxes in the District, which taxes are unlimited as to rate or amount. The bonds of this issue are issuable only as fully _ registered bonds in the denominations of ~5,QQ4 or any integral multiple thereof. This bond is exchangeable and transferable for bonds of other authorized denominations at the principal corporate trust office of the Band Registrar, by, the Registered Owner or by a person legally empowered to do so upon . presentation and surrender hereof to the Bond Registrar, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a farm satisfactory to the Bond Registrar, all subject to it NUMATTER/7 the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of this bond for the purpose of receiving payment of or an account of principal or interest and for all other purposes, and neither the District, the County nor the Bond Registrar shall be affected by any notice to-the contrary, The bonds maturing on or before May 15, 2003, are not subject to redemption. The bonds maturing on May 15, 2004, or any time thereafter, are subject to redemption prior to their stated maturity date at the option of the District, in whole on any date, ar in part on any Interest Payment,Date, on or after May 15, 2003, and may be redeemed prior to'the maturity thereof by payment of all principal, plus accrued interest to date of redemption, plus the payment of a premium (expressed as a percentage of the principal amount), payable from any source lawfully available therefor, as follows: Redemption Date Redemption Premium May 15, 2003 and November 15, 2003 1030 May 15, 20D4 and November 15, 200 102.5 May 15, 2005 and November 15, 2005 102 May J.5, 2006 and November 15, 2006 101.5 May 15, 2007 and November 15, 2007 101 May 15, 2008 and November l5, 2008 100.5 May 15, 2009 and November 15, 2009 100 If less than all of the bonds of any one maturity shall be called for redemption, the particular bonds or portions of bonds of such maturity to be redeemed shall be selected by lot by the District by the Band Registrar in such manner as the Bond Registrar in its discretion may determine; provided, however, that the portion of any bond to be redeemed shall be in the principal amount of $25,000 or some multiple thereof and that, in selecting bonds for redemption, the Band Registrar shall treat each bond as representing that number of bonds which is obtained by dividing the principal amount of such bond by $25,000. If less than all of the bands stated to mature on different dates shall be called for redemption, the particular bonds or portions thereof to be redeemed shall be called in the inverse order of their maturities. The Bond Registrar shall give notice of the redemption of the bonds at the expense of the District. Such notice shall specify: (a) that the bonds ar a designated portion thereof are to be redeemed, (b} the numbers and CUSIP numbers of the 12 NUMATTER/7 bonds to be redeemed, {c) the date of notice and the date of redemption, (d) the place or places where the redemption will be made, and (e) descriptive information regarding the bonds including the dated date, interest rate and stated maturity date. Such notice shall further state that on the specified date there shall become due and payable uppn each bond to be redeemed, the portion of the principal amount of such bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail or delivery service, postage prepaid, to the original purchaser of the bonds, or if the original purchaser is a syndicate, to the managing member of~such syndicate, to a municipal registered securities depository and to a national information service that disseminates securities redemption notices, and, by first class mail, postage prepaid, to the District, the County and the Registered Owners of any bonds designated for redemption at their addresses appearing on the bond registration books, in every case at least 30 days, but not more than 60 days, prior to the redemption date; provided that neither failure to receive such notice nor any defect in any notice so mailed sha11 affect the sufficiency of the proceedings for the redemption of such bonds. Neither the District, the County nor the Bond Registrar will be required (a) to issue or transfer any bond during a period beginning with the opening of business on the lst business day next preceding either any Interest Payment Date ar any date of selection of bonds to be redeemed and ending with the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to transfer any band which has been selected or called for redemption in whole ar in part. Reference is made to the Bond Resolution fox a more complete description of the provisions, among others, with respect to the nature and extent of the security far the bonds of this series, the rights, duties and obligations of the District, the County, the Bond Registrar and the Registered Owners, and the terms and conditions upon which the bonds are issued and secured. The owner of this band assents, by acceptance hereof, to all of the provisions of the Bond Resolution. NUMATTER/7 13 ASSIGNMENT Far value received, the undersigned sells, assigns and transfers to (print or typewrite name, address and zip code of Transferee): this bond and irrevocably attorney to transfer this thereof, with fu11 power Dated: Signature Guaranteed: constitutes and appoints bond on the books for registration of substitution in the premises. Commercial bank, trust company or member of a national securities exchange. Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or any change whatever. QUALIFIED TAX-EXEMPT OBLIGATION Thal bond has been determined to be a "qualified tax--exempt obligation" within the meaning of Section 265(b}{3} of the Internal Revenue Code of 1986, as amended, by resolution of the District. 14 NUMATTER/7 LEGAL OPINION The following is a true copy of the opinion rendered by Brown & Wood in connection with the issuance of, and dated as of the date of the original delivery of, the bonds. A signed copy is on file in my office. Facsimile Clerk Board of Supervisors (Form Of Legal Opinion} SECTION 14. The proper officials of the County shall cause the Series B Bonds to be prepared and, fallowing their sale, shall have the Series B Bonds signed and delivered, together with a true transcript of pnc~eedings with reference to the issuance of the Series B Bonds, to the original purchaser upon payment of the purchase price in federal funds or by wire transfer or as the County shall agree. SECTION 15. The proceeds from the sale of the Series B Bonds, to the extent of the principal amount thereof, shall be paid to the County to the credit of the fund hereby created and established and to be known as the "1991 Chico Unified School District Building Fund" of the District (the "Building Fund"), shall be kept separate and distinct from all other District, and County funds, and those proceeds shall be used solely for the purpose for which the Series B Bonds are being issued and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition pr improvement of real property. The accrued interest and any' premium received by the County from the sale of~the Series B Bonds shall be kept separate and apart in the fund hereby created and established and to be designated as the "1991 Chico Unified School District General Obligation Bond Interest and Sinking Fund" (the "Debt Service Fund"} for the Series B Bonds and used only for payments of principal and interest on the Series B Bonds. Interest earned on the investment of monies held in the Debt Service Fund shall be retained in the Debt - Service Fund and used by the County to pay principal and interest on the Series B Bonds when due. To the extent permitted by iaw, interest earned on the investment of monies held in the Building Fund shall be transferred from the Building Fund to the District for deposit into its general fund. Any excess proceeds of the Series B Bonds not needed for the authorized purposes set forth herein far which the Series B Bonds are being issued shall be transferred to the Debt Service ~. 5 NUMATTER/7 Fund and applied to the payment of principal anal interest on the Series B Bonds. If, after payment in full of the Series B Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. SECTION 16. There shall be levied on all the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series B Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series B Bands when due, which moneys when collected will be placed in the Debt Service Fund of the District, which fund is irrevocably pledged for the payment of the principal of and interest on the Series B Bonds when and as the same fall due. SECTION 17. The County hereby covenants that it will restrict the use of the proceeds of the Series B Bonds in such manner and to such extent, if any, as may be necessary, so that the Series B Bonds will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1985, as amended, (the "Code") and the applicable regulations prescribed under that section or any predecessor section. SECTION 18. This Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series B Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series B Bonds have been performed and have been met, in regular and due form as required by law; that the full faith, credit and revenues of the District are pledged for the timely payment of the principal of and interest on the Series B Bonds; and-that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series B Bonds. SECTION 19. The form of Official Statement. relating to the Series B Bonds presented to this meeting and on file with the Clerk of the Board, is hereby approved. The Official Statement in substantially said form, with such changes as the authorized officials of the District may require or approve, which approval shall be conclusively evidenced by delivery thereof shall hereinafter be referred to as the "Official Statement". The financial advisor of the District, 5ecurity:Pacific National Bank, is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Series B Bands and is directed to deliver copies of any final Official Statement to the purchaser of the Series B Bonds. 16 NUMATTER/7 SECTION 20. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series B Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. SECTION 21. The Clerk of this Beard is hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of Butte County. SECTION 22. As provided in the District Resolution, the Series B Bonds have been designated as "qualified tax--exempt obligations" within the meaning of Section 265(b){3) of the Code. SECTION 23. Officials of the County Board and the Treasurer-Tax Collector are hereby authorized and directed to take such other actions as may be necessary to assist the District in designating such Bonds as "qualified tax-exempt obligations," including, if either deemed necessary or appropriate, placing a legend to such effect on the form of Bond in such form as either deemed necessary or appropriate. SECTION 24. This resolution sha11 take effect immediately upon its passage. PASSED AND ADOPTED this 7th day of May, 1991, by the following vote: AYES : Superva.sors Campbell, and Chair Dolan NOES : None Fulton, Mclnturf, McLaughlin ABSENT : None TzONS : None gG nooraoo " t^2~i]-s ~a 'P G ~ o ? a 6.h "t7 V c~ ~~ " ` n . l '~i_la r4 v;h~ v 3 ~i c ~ ~,~ aH o ~q x ~ .. •; v o , a f Clerk, Boar of Supervisors ari~AYo~ar„~I ~~~,~ Supervisors 17 NUMATTER/7 EXHIBIT A NOTICE INVITING PROPOSALS ~'OR PURCHASE OF BONDS ~$,00fl,fl00 CHICO UNIFIED SCHOOL DISTRICT BUTTE COUNTY, CALIFORNIA 1991 GENERAL OBLIGATION BONDS, SERIES B NOTICE IS HEREBY GIVEN that sealed unconditioned proposals will be received to and including the hour of 10:00 a.m., Pacific Daylight Time, an May 21, 1991, at the offices of Security Pacific National .Bank, 300 Grand Avenue, 23rd Floor, Los Angeles, California 90fl71, for the purchase of all, but not less than all, of $8,000,000 princ~.pal amount of Chico Una.f.ied School District (the "District"), Butte County {the "County"), California, 1991 General Obligation Bonds, Series B {the "Bands"). In the event that no bid is awarded ,by the designated time, proposals will be received the following Tuesday at the same time and place and each Tuesday thereafter until such time as a bid is awarded or notice to the contrary is given. Issue: The Bonds will be dated denomination of $5,000 e will bear interest from of each of the Bonds at interest rate shall not payable on May 15, 1992, and November 15 of each Bonds. The Bonds mature 1993 to 2016, inclusive, May 15, 1991, will be in the ach, or integral multiples thereof, and the date of the Bonds to the maturity the rate or rates such that the exceed 12% per annum, with interest and semiannually thereafter on May 15 year during the term of each of the on May 15, 2016 in each of the years as follows: PRINCIPAL PRINCIPAL YEAR AMOUNT YEAR AMOUNT Redemr~tion: The Bonds maturing on or before May 15, 2003, are not subject to redemption, The Bonds maturing on May 15, 2004, or any time thereafter, are subject to redemption prior to their stated maturity date at the option of the District, in whole on any date, or in part on any interest payment date, on or after May 1S, 2003, in inverse order o~ maturity and by lot within any such maturity if less than all o~ the Bonds of such maturity are to be redeemed, and may be redeemed prior to the maturity thereof by payment of a redemption price equal to the principal amount thereof, plus accrued interest to date of redemption, plus the payment of a premium {expressed as a percentage of the principal amount}, payable from any source lawfully available therefor, as follows: . Redem~atian Date R em ti n Pre ium May 15, 2003 and November 15, 2x03 ~ I03o May 15, 2004 and November 15, 2004 102.5 May 1S, 2005 and November 15, 2005 102 May 15, 2006 and November 15, 2aa6 101.5 May 15, 2007 and November 15, 200'1 101 May 15, 2008 and November 1S, 2008 100.5 May 15, 2009 and November 15, 2009 100 A-2 NUMATTER/7 Notice of Redemption Notice of redemption of any Bond will be mailed to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration records maintained by the Band Registrar designated far this issue of Bonds; such mailing to be not more than 6g nor less than 30 days prior to the date set for redemption. Failure to mail notice to any owner will not affect the validity of the proceedings far the redemption of Bonds. Registration of Bonds as to Principal an In erect and Place of Pa men Principal and premium, if any, are payable at the principal corporate trust office of Security Pacific National Bank, Los Angeles, California, the Bond Registrar. interest is payable by check or draft mailed from the Bond Registrar to the person in whose name the Bond was registered at the close of business an the 15th day of the calendar month next preceding that interest payment date (the record date). Authority: The Bonds will be issued pursuant to the Constitution and laws of the State of California. The issuance of the Bonds was authorized by a two-thirds vote of the qualified electors of the District voting at a special election held on April 12, 1988. Security' Both principal of and interest on the Bonds are payable from an unlimited ad valorem tax levied against all of the taxable property in the District. Form of Bid• A prescribed bids must be bid form will Bands. form of bid for the Honds will be prepared and all submitted on such form. Copies of the prescribed be included with the Official Statement for the Interest Rates: All bids for the purchase of the Bonds must state the rate or rates of interest to be paid and no bid at a price less than the par value of the Bonds, together with all accrued interest thereon to the date of the delivery of the Bonds, will be considered. All Bands of the same maturity must bear the same A-3 NUMATTER/7 rate of interest and no Bond may bear more than one rate. Bidders may specify any number of different rates to be barns on the Bonds; all interest rates must be in multiples of 1/8 or 1/20 of one percent; and the rate of interest on any maturity shall not be mare than three percent (30) higher than the interest rate on any other maturity. Bid heck: All bids must be accompanied by a certified check in a sum equal to one percent (1%) of the par value of the Bonds, drawn on a bank doing business in the State of California, payable to the order of the Treasurer-Tax Collector of Butte County. No interest will be paid on the check of any bidder. The check of the successful bidder will be applied to the purchase price of the Bonds or retained and forfeited as liquidated damages in the event such bidder does not take up and pay for the Bonds immediately upon their issuance. All checks of the unsuccessful bidders will be returned upon the award of the Bonds to the successful bidder. CUS1P Numbers: CUSIP numbers have been applied for and will be printed on the Bonds and the cost of printing thereof and service bureau assignment will be purchaser's responsibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of an pay far the Bonds. Riaht of Re_-i_e~tiQn: The County reserves the right in its discretion to reject any and all bids received and to waive any irregularity or informality in the bids, except that the time for receiving bads sha11 be of the essence. Cast of Bond Forms: The District will bear the cost of the Bond forms and the printing thereof and will furnish fully executed Bonds to the purchaser upon payment therefor. Aw rd and D liver Unless ail bids are rejected, the Bonds will betawarded to the bidder whose proposal results in the lowest net interest cost to the District. The net interest cast will be determined by computing the aggregate amount of interest payable on the Bonds from their stated date to their respective maturities and by A-4 NUMATTER/7 deducting therefrom any premium. Delivery of the Bonds wi11 be made to the purchaser upon payment in federal funds at the offices of Brown & Wood, ("Bond Counsel") 555 California Street, Suite 5060, San Francisco, CA 94104, or at the purchaser's request and expense, at any other place mutually agreeable to both the County and the purchaser. Prompt Award• The County will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. Le al O anion: The Bonds are sold with the understanding that the purchaser will be furnished with the approving opinion of Brawn & Wood. A copy of the opinion, but without its date, will be printed on the Bonds. Said attorneys have been retained by the District as Bond Counsel and in such capacity are to render their opinion only upon the legality of the Bands under California law and on the exemption of the interest income on such Bonds from federal and State of California income taxes. Fees of Bond Counsel will be paid from Band proceeds. Tax-Exem t St to In the opinion of Bond Counsel, under existing laws, interest an the Bonds is exempt from all present State of California personal income taxes, and assuming compliance with certain covenants made by the Distract and County, interest on the Bonds is not includable in the gross income of the owners of the Bonds for federal income tax purpose, provided that such interest may be included in the calculation for certain taxes, including the corporate alternative minimum tax and the corporate environmental tax. Should changes in the law cause Bond Counsel's opa.nion to change prior to delivery of the Bonds to the purchaser, the purchaser will be relieved of its responsibility to pick up and pay for the Bonds, and in that event his bid check wi11 be returned. t'Prtificate Re ardina Reofferina Pri_~~s: As soon as practicable, but not later delivery of the Bonds, the successful District a certificate specifying for reoffering price at which at least 10% than seven days prior to bidder must submit to the each maturity the of the Bonds of such A- 5 NUMATTER/7 maturity were sold (or were offered in a bona fide public offering and as of the date of award of the Bonds to the successful bidder reasonably expected to be sold) to the public. Such certificate shall. be in form and substance satisfactory to Bond Counsel and shall include such additional information as may be requested by Bond Counsel. Qualified 'Tax-Exempt Obligation; The Bonds have been designated "qualified tax-exempt obligations pursuant to Section 255(b)(3) o£ the Internal Revenue Code of 1985, as amended, thereby allowing certain financial institutions that are holders of the Bonds to deduct for federal income tax purposes a portion of such institution's interest expense that is allocable to the Bonds, Qualification for Insurance: zf the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal to purchase the Bonds. No Litigation and Non-Arbitracae: The District will deliver a certificate stating that no litigation is pending affecting the issuance and sale of the Bonds. The District will also deliver an arbitrage certificate covering its reasonable expectations concerning the Bands and the use of proceeds thereof. Offi i 1 m n The District will make available a Preliminary Official Statement relating to the Certificates, a copy of which, along with related documents, will be furnished upon request made either by mail to Security Pacific National Bank, 3QQ Grand Avenue, 23rd Floor, Los AngelES, California 9Q071, the District`s financial consultant for the Certificates, or telephoned to said consultant at (213} 224-140., Such Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Ruie 15c2-12(b)(1), but is subject to revision, amendment and completion in a final official statement. The District agrees to provide a reasonable number, not exceeding NUMATTER/7 A-6 300, of the final Official Statement to the winning bidder at the District's expense-within seven business days of the date of sale. The District shall deliver, at closing, a certificate, executed by appropriate officers of the District acting in their official capacities, to the effect that the facts contained in the Official Statement relating to the Certificates are true and correct in alI material respects, and that the Official Statement does not contain any untrue statement of a material fact ar omit to state a material fact necessary tv made the statements therein, in light of circumstances under which they were made not misleading. Dated: May I3, 1991 CHICO UNIFIED SCHOOL DISTRICT Sy: 1s/Stan Hensley __-__ Superintendent A~7 NUMATTER/7 EXHIBIT B BIDS T'OR THE PURCHASE OF CHICO UNIFIED SCHOOL DISTRICT BUTTE COUNTY, CALIFORNIA 199J. GENERAL OBLIGATION BONDS, SERIES B $8,aaa,0a0 , 1991 Chico Unified School. District Butte County, California On behalf of a group which we have farmed consisting of: and pursuant to the Notice Inva.ting Bids hereinafter mentioned, we offer to purchase all of the eight million dollars ($8,a0o,aaa) principal amount of the Bonds designated as "Chico Unified School District, Butte County, California 1991 General Obligation Bonds, Series B", maturing on in the years and amounts and bearing interest at the rate or rates set forth in the following schedule: YEAR PRINCIPAL INTEREST YEAR PRINCIPAL INTEREST ~,,,,,~~, AMOUNT RATE INSURANCE ( 1 AMOUNT RATE INSURANCE ~ ~ ~ and to pay therefor the aggregate sum of $ plus interest accrued on such Bonds to the date of delivery thereof. This bid is made subject to ail the terms and conditions of the Notice Inviting Bids heretofore published, all of which terms and conditions are made a part hereof as fully as though set forth in full in this bid. As specified in the Notice Inviting Bids, this bid is subject to acceptance not later than twenty-six {26) hours after the expiration of the time for the receipt of bids, and the opinion of Brown & Wood approving the validity of the Sands will be furnished us (if we are the successful bidder) at the time of the delivery of the Bonds at the expense of the District. There is enclosed herewith a certified check in the amount of dollars ($ ) payable to the order of the Treasurer--Tax Collector of Butte County. There is submitted herewith a memorandum (which shall not constitute a part of this bid) stating the total net interest cost in dollars on the Bonds during the life of the issue under this bid, and the average net interest rate determined thereby. Respectfully submitted, Name: By:_ (Account Manager) Address: City:_ State: phone: MEMORANDUM OF INTEREST COST The total net interest cost on the Bonds during the life of the issue to under the above bid is ~ , and the average net interest rate determined thereby is %. B-2 NUMATTER/7 EXHIBIT C NOTICE OF INTENTION TO SELL BONDS X8,000,000 CHICO UNIFIED SCHOOL DISTRICT Butte County, California 1991 General Obligation Bonds, Series B (Bank Qualified) NOTICE IS HEREBY GIVEN that the Chico Unified School District (the "District"), in Butte Caunty,.California, intends to offer for public sale on May 21, 1991, at the hour of 10:00 A.M_ at the office of Security Pacific National Bank, 300 Grand Avenue, 23rd Floor, Los Angeles, California 90071 X8,000,000 principal amount of general obligation bonds of the District designated "Chico Unified School District, Butte County, California 1991 General Obligation Bonds, Series B" {the "Bonds"). The Butte County Treasurer-Tax Collector has been delegated the authority to consider bids received and, if an acceptable bid is received, awarding the contract for the. purchase of the Bands on May 21, 1991. In the event that the County does not award a bid on said date, proposals wall be received the following Tuesday at the same time and place specified above and each Tuesday thereafter until such time as a bid as awarded or notice to the contrary is given, NOTICE IS HEREBY FURTHER GIVEN that the Bonds, dated May 15, 1991, will be offered for public sale subject to the terms and conditions of the Notice Inviting Bads for the Bonds, dated May 13, 1991. An Official Statement relating to the Bonds will be furnished upon request mailed to Security Pacific National Bank, 300 South Grand Avenue, 23rd Floor, Los Angeles, California 90071, (213) 229-1440, the financial consultant to the District for the Bonds. Dated: May 6, 1991 By: /S/Stan Hensley Superintendent Chico Unified School District C-1 NUMATTER/7