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92-059
RESOLUTION N0. 92_5g A RESOLUTION OF THE BOARD OF SUPERVISORS OF BUT'T'E COUNTY, CALIFORNIA, AUTHORIZING THE ISSUANCE OF CHICO UNIFIED SCHOOL DISTRICT, COUNTY OF BUTTE, CALIFORNIA, 1992 GENERAL OBLIGATION BONDS, SERIES C, IN THE PRINCIPAL AMOUNT NOT TO EXCEED ~6,625,Ofl0 FOR THE PURPOSE OF FINANCING REAL PROPERTY ACQUISITION OR IMPROVEMENTS. WHEREAS, a duly called special municipal election was held in the Chico Unified School District (the "District"), Butte County (the "County"), State of California, an April 12, 1988 and was canvassed pursuant to law; and 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 sale of general obligation bonds of the District for various purposes set forth in the ballot submitted to the voters, in the maximum amount of $18,425,000 payable from the Levy of an ad valorem tax against the taxable property in the District; and WHEREAS, pursuant to such authorization by the voters, Chico Unified School District, County of Butte, 1988 General Obligation Bonds, Series A, in the principal amount of X3,800,000 were issued in duly 1988; and WHEREAS, pursuant to Resolution No. 465-91 of the District and Resolution No. 91-55 of the County, Chico Unified School District, Butte County, California, 1.988 Election Bonds, Series B, in the principal amount of X8,000,000, were issued in May 1991; and WHEREAS, at this time this Board has received the resolution of the governing board of the District requesting the issuance of the remaining portion of such authorized Bonds in the aggregate principal, amount not to exceed X6,625,000 (the "Series C Bonds"}; and WHEREAS, all acts, conditions and things required by law to be done or performed have been done and performed in strict conformity with the laws authorizing the issuance of general obligation bonds of the District, and the indebtedness of the District, including this proposed issue of Series C Bonds, is within all limits prescribed by law; and 1 2034005/2 ,. 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 103 of the Code may be designated by the issuer thereof as "qualified tax-exempt obligations," thereby allowing certain financial 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 C Bonds authorized by this resolution are not private activity bands within the meaning of Section 14I 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 1992 the interest on which is exempt from federal income tax under Section 103 of the Code; (3) the District anticipates that it, together with its subordinate entities, will issue during the remainder of calendar year 1992 obligations (other than those obligations described in Paragraph (4) below) the interest on which is exempt from federal income tax under Section 1~3 of the Code which, when aggregated with all obligations described in Paragraph (2) above, will not exceed an aggregate principal amount of ~I0,000,000; and {4) notwithstanding Paragraphs (2) and {3} above, the District and its subordinate entities may have issued in calendar year 1992 and may continue to issue during the remainder of calendar year 1992 private activity bonds other than qualified 50I(c)(3) bonds as defined in Section 145 of the Code; and WHEREAS, the District wishes to designate the Series C 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, 2034Q05/2 2 ~. ~ the permanent improvement of school sites, the building or construction of improvements both on and off the school sates 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 legal, financial, engineering and contingent costs in connection therewith, the County hereby authorizes the issuance of the Series C Bands. SECTION 2. Notice Invitingl Bids. The invitation for bids for the purchase of the Series C Bands is hereby authorized, such invitation to be substantaaily in accordance with the Notice Inviting Proposals For Purchase of Bands attached hereto as Exhibit A and by this reference incorporated herein {the "Notice Inviting Bids"). The Notice Inviting Bids and the Bad Form (including the memorandum of interest cost), attached hereto as Exhibit B and by this reference incorporated herein, are hereby approved. SECTION 3. Local Publication of Notice of Tntention to Sell Bonds. The Superintendent or the Assistant Superintendent/Administrative Services of the District is hereby directed to execute and the Clerk of the District is directed to publish the Notice of Tntention 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 C Bonds shall be as specified in the Notice Inviting Bads. 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 C Bonds to the lowest bidder. SECTION 5. Furnishing of Notice Inviting Bads__and Official Statement. The Clerk of the District and the financial advisor to the District, Bank of America NT & SA (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. Publication of Tntention to Sell, The Superintendent or the Assistant Superintendent/Administrative Services of the District is hereby directed to execute and publish a Notice of Intention to Sell in The Bond Buyer once at least fifteen (l5) days prior to the date set to receive bids. 3 2034005/2 SECTION 7. eneral Au h rizati n. The Financial Advisor and/or Hand Counsel are hereby authorized and directed to open the bids at the time and place specified in the Notice Invitina Bids and to present the same to the County. The Financial Advisor and/or Hond Counsel are hereby authorized and directed to receive and record the receipt of aII bids made pursuant to the Notice Inviting Bids, to cause said bids to be examined for compliance with the Notice Inviting Bids, to cause computations to be made as to which bidder has bid the lowest net interest cost, as provided in the Notice Inviting Hids, along with a report as to the foregoing and any other matters deemed pertinent to the award of the Series C Bonds and the proceedings for the issuance thereof. SECTION $ . Reai~~-ration • Int-rest t R~demp_t-i2n. The Series C Bonds shall be issued as fully registered Hands registered as to both principal and interest, in the denominations of $5,000 or any integral multiple thereof, and shall. be dated June 1, 1992. The Series C Bonds shall bear interest from the date of the Series C Bonds to maturity of each of the Series C Bonds at a rate or rates such that the interest rate shall not exceed l2% per annum. Interest shall be payable on June l and December 1 of each year (the "Interest Payment Dates"}, commencing June 1, 1993, until the principal amount has been paid or provided for. Each Series C 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 Y.hth day or the month next preceding any intezest 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 15, 1993, in which event it shall bear interest from June 1, 1992. The Series C Bonds are subject to extraordinary optional redemption an the first day of any month, in whole or in part (in multiples of $5,000, but not in an aggregate amount of less than $25,Ofl0}. At present, the District anticipates redeeming the Series C Bonds from moneys reimbursed to the District from the State of California Office of Local Assistance. The Series C Bonds subject to extraordinary optional redemption will be redeemed at a redemption price equal to the principal amount thereof together with accrued interest to the date fixed for redemption, without premium. The Series C Bonds shall mature on June 1, I993 and in the years and in the amounts determined by the County Treasurer-Tax Collector upon the recommendation of the District, such determination to be conclusively evidenced by the gubiication of such dates and amounts in the Notice Inviting Bids. a 203a0~5/2 1 ~. The Series C Bonds maturing on or before June 1, 2002 are not subject to redemption. The Series C Bonds maturing on June 1, 2003, or any time thereafter, are subject to far 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 June 1, 2002, 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: Re em tion Date Redemption Premium June 1, 2002 through May 3l, 2003 102% June 1, 2003 through May 31, 2004 lOl~a June 1, 2004 through May 31, 2005 101 June 1, 2005 through May 31, 2006 1001/a June 1, 2005 and thereafter 100 If less than all of the Series C Bonds of any one maturity shall be called for redemption, the particular Series C Bonds or portions of Series C 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 C Bond to be redeemed shall be in the principal amount of $25,000 or some multiple thereof and that, in selecting Series C Bands for redemption, the Bond Registrar shall treat each Series C Bond as representing that number of Series C Bonds which is obtained by dividing the principal amount of such Series C Bond by X25,000. If less than all of the Series C Bonds 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 Series C Bands at the expense of the District. Such notice shall specify: (a) that the Series C Bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSTP numbers of the Series C 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 C Bands 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 C Bond to be redeemed, the portion of the principal amount of such Series C Bond to be redeemed, together with interest accrued to said date, and redemption premium, if any, and that from and after such date 20340D5/2 interest with respect thereto shall cease to accrue and be payable. Notice of redemption shall be by registered or otherwise secured mail ar delivery service, postage prepaid, to the original purchaser of the Series C Bonds, ar 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, (such parties to be identified in writing to the Bond Registrar by the Distract) and by first class mail, postage prepaid, to the District and County and the respective Owners of any registered Series C 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 shall affect the sufficiency of the proceedings far the redemption of such Series C Bonds. SECTION 9. Execution. The Series C Bands sha11 be signed by the Chairman of the Board of Supervisors and the County Treasurer~Tax Collector by their manual or facsimile signatures and countersigned by the manual or facsimile signature of and the seal of the County affixed thereto by the Clerk of the Board of Supervisors, all in their official capacities. No Series C Bond shall be valid or obligatory for any purpose ar shall be entitled to any security or benefit under this resolution unless and until the certificate of authentication printed on the Series C Bond is manually signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Series C Bond so authenticated has been duly issued, signed and delivered under this resolution and is entitled to the security and benefit of this Resolution. SECTION 10. Band Re istration. This Board does hereby appoint Bank of America National Trust and Savings Association, formerly Security Pacific National Bank, Los Angeles, California, to act as the authenticating agent, band registrar, transfer agent and paying agent (collectively, the "Bond Registrar") for the Series C Bonds. SECTION ll. Payment. The principal of and interest on the Series C 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 C Bonds at the corporate trust office of the Bond Registrar. interest on a Series C Bond shall be paid on each Interest Payment Date 6 2034005/2 by check mailed by f~.rst--class mail to the person in whose name the Series C Bond was registered, and to that person's address appearing, on the Band Register (as defined in Section 12 below) at the close of business on the l5th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). SECTION 12. Re istra ion• Ex han e• Transfer. So long as any of the Series C Bonds remain outstanding, the District will cause the Bond Registrar to maintain and keep at its corporate trust office all books and records necessary for the registration, exchange and transfer of the Series C Bonds as provided in this Section (the "Bond Register"). Subject to the provisions of Section ll above, the person in whose name a Series C Bond is registered on the Bond Register shall be regarded as the absolute owner of that Series C Bond for all purposes of this Resolution. Payment of or on account of the principal of and interest on any Series C Bond shall be made only to or upon the order of that person; neither the District, the County nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the District's liability upon the Series C Bonds, including interest, to the extent of the amount or amounts so paid. Any Series C Bond may be exchanged far Series C Bonds of any authorized denomination upon presentation and surrender at the 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 Band Registrar. A Series C Bond may be transferred only on the Bond Register upon presentation and surrender of the Series C Bond at the corporate trust office of the Bond Registrar together with an assignment executed by the registered owner ar by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Series C Bond or Series C Bonds of any authorized denomination or denominations requested by the owner equal in the aggregate to the unmatured principal amount of the Series C Bond surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the County are required, the County shall so inform the Bond Registrar and the Bond Registrar ,shall undertake the exchange or transfer of Series C Bonds only after the new Series C Bonds are signed by the authorized officers of the County. In all cases of exchanged or transferred Series C Bonds, the County shall sign and the 2034045/2 7 Bond Registrar shall authenticate and deliver Series C Bonds in accordance with the provisions of this Resolution. All fees and costs of transfer, including any tax or other governmental charges, 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 C 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 C Bonds surrendered upon that exchange or transfer. Any Series C Bond surrendered to the Bond Registrar for payment, retirement, exchange, replacement or transfer shall be cancelled by the Bond Registrar. The District and the County may at any time deliver to the Bond Registrar for cancellation any previously authenticated and delivered Series C Bonds that the District and the County may have acquired in any manner whatsoever, and those Series C Bonds shall be promptly cancelled by the Bond Registrar. The cancelled Series C Bonds shall be retained for a period of time and then destroyed by the Bond Registrar. Neither the District, the County nor the Bond Registrar will be required (a) to issue or transfer any Series C Bonds during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date of selection of Series G 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 C Bonds which have been selected or called for redemption in whole or in part. SECTION 13. Form of Bond. The Series C Bonds shall be in substantially the following form, allowing those officials executing the Series C Bonds to make the insertions and deletions necessary to Conform the Series G Bonds to this Resolution. 8 203A0~5/2 (Foam of Face of Bond} REGISTERED REGTSTERED N0. ~ CHICO UNIFIED SCHOOL DISTRICT BUTTE COUNTY, CALIFORNIA 1992 GENERAL OBLIGATION BOND, SERIES C INTEREST RATE: MATURITY DATE: DATED AS OF: CU IP per annum June 1, 1992 REGISTERED OWNER: PRINCIPAL AMOUNT: The Chico Unified School District (the "District"} in Butte County, California (the "County"), for value received, promises to pay to the Registered Owner named above, or registered assigns, the Principal Amount on the Maturity Date, each as stated above, and interest thereon until the Principal Amount is paid or provided for at the Tnterest Rate stated above, on June 1 and December 1 of each year (the "Interest Payment Dates"}, commencing June 1, 1993. 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 16th day of the month next preceding any Interest Payment Date to the Tnterest Payment Date, inclusive, in which event it shall bear interest from such Interest Payment Date, or unless it is authenticated on or before May 15, 1993, in which event it shall bear interest from June 1, 1992. Principal and interest are payable in lawful money of the United States of America, without deduction for the paying agent services, to the person in whose name this bond (or, if applicable, one or more predecessor bonds) is registered (the "Registered Owner") on the Register maintained by the Bond Registrar, initially Bank of America National Trust and Savings Association, formerly Security Pacific National Bank, Los Angeles, California. Principal is payable upon presentation and surrender of this bond at the corporate trust office of the Bond Registrar. Interest is payable by check mailed by first-class mail by the Bond Registrar on each Interest Payment Date to the Registered Owner as shown and at the address appearing an said register at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date (the "Record Date"). 20340U5/2 REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET 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 laws of the State of California to exist, to occur and to be performed or to have been met precedent to and in the issuing of the bonds 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 due, and for levying and collecting such taxes the full faith and credit of the District are hereby pledged. This bond shall not be valid or obligatory for any purpose and shall not be entitled to any security or benefit under the Bond Resolution (described on the reverse hereof) until the Certificate of Authentication below has been manually signed by the Bond Registrar. 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 thP~,.~ty, and has caused the seal of the County to be affixed h~a~e~..~In.~~]~l as of the date stated above. BUTTE COT,~NT~1(CAI~TFORNIA Asst. Supervisors By: n,' $~ard of Supervisors Treas~irer-Tax Collector 10 2©340D~/2 ~ L CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the Bond Resolution referred to herein. Date of Registration and Authentication: Bank of America National Trust and Savings Association, formerly Security Pacific National Bank, Bond Registrar and Paying Agent By: Authorized Signatory (Form of Reverse of Bond} This bond is one of a series of $6,525,000 of bonds 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 legal, financial, engineering and contingent costs in connection therewith under authority of and pursuant to the laws of the State of California, and the requisite 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 $18,425,000 and the resolution of the Board of Education of the District adopted on May 20, 1992 (the "District Resolution") and the resolution of the County Board of Supervisors adopted on ~3une 2, 1992 (the "Bond Resolution"). This bond and the issue of which this bond is one are payable as to both principal and interest from the proceeds of the levy of ad valorem taxes an 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 $5,000 or any integral multiple thereof. This bond is exchangeable and transferable far bonds of other authorized denominations at the corporate trust office of the Bond Registrar, by the Registered Owner or by a person legally empowered to do sa, upon presentation and surrender hereof to the Bond Registrar, together with a request for exchange or an assignment signed by the Registered Owner or 11 243405/2 by a person legally empowered to do so, in a form satisfactory to the Bond Registrar, all subject to the terms, limitations and conditions provided in the Bond Resolution. All fees and costs of transfer shall be paid by the transferor. The District, the County and the Bond Registrar may deem and treat the Registered Owner as the absolute owner of this bond for the purpose of receiving payment of or on account of principal or interest and for all other purposes, and neither the District, the County nor the Bond Registrar shall be affected by any notice to the contrary. The Series C Bonds are subject to extraordinary optional redemption on the first day of any month, in whole or in part (in multiples of X5,000, but not in an aggregate amount of less than X25,000}. At present, the District anticipates redeeming the Series G Bonds from moneys reimbursed to the District from the State of California Office of Local Assistance. The Series C Bands subject to extraordinary optional redemption will be redeemed at a redemption price equal to the principal amount thereof together with accrued interest to the date fixed for redemption, without premium. The bonds maturing on or before June 1, 2002, are not subject to redemption. The bonds maturing on June 1, 2003, or any time thereafter, are subject to redemption prier to their stated maturity date at the option of the District, in whole an any date, or in part on any Interest Payment Date, on or after June 1, 2002, 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 Red m tion Premium June 1, 2002 through May 31, 2003 102a June 1, 2003 through May 31, 2004 lOl~z June 1, 2004 through May 31, 2005 101 June 1, 2005 through May 31, 2006 100/z June 1, 2006 and thereafter 100 If less than all of the bonds of any one maturity shall be called for redemption, the particular bands 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 band to be redeemed shall be in the principal amount of X25,000 or some multiple thereof and that, in selecting bands for redemption, the Bond Registrar shall treat each bond as representing that number of bonds 12 2039005/2 t which is obtained by dividing the principal amount of such bond by $25,000. If less than all of the bonds stated to mature on different dates shall be called fox 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 sha11 specify: (a) that the bonds or a designated portion thereof are to be redeemed, (b) the numbers and CUSIP numbers of the bonds to be redeemed, (c} the date of notice and the date of redemption, (d) the place ar 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 upon 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 far redemption at their addresses appearing on the bond registration books, in every case at least 3D 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 shall 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 band during a period beginning with the opening of business on the 15th business day next preceding either any Interest Payment Date or any date of selection of bonds to be redeemed and ending with the close of business on the Tnterest Payment Date or day on which the applicable notice of redemption is given ox (b) to transfer any band which has been selected or called for redemption in whale ar in part. Reference is made to the Bond Resolution for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the bonds 13 234005/2 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 bond assents, by acceptance hereof, to all of the provisions of the Bond Resolution. 2434005/2 14 ASSIGNMENT For value received, the undersigned sells, assigns and transfers to (print or typewrite name, address, zip Cade and tag identification number of Transferee}: , and irrevocably constitutes and appoints to transfer this bond on the books for registration with full power of substitution in the premises. Dated: this bond attorney thereof, Signature Guaranteed: 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 This 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. 15 2034005/2 LEGAL OFINION 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. Preparation of Bonds. The proper officials of the County shall cause the Series C Bonds to be prepared and, following their sale, shall have the Series C Bonds signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Series C Bonds, to the original purchaser upon payment of the purchase price in federal funds or by wire transfer or as the County shall agree. SECTION XS. Proceeds of Bonds. The proceeds from the sale of the Series C 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 "1992 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 C Bonds are being issued and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. The accrued interest and any premium received by the County from the sale of the Series C Bonds shall be kept separate and apart in the fund hereby created and established and to be designated as the "1992 Chico Unified School District General Obligation Bond Interest and Sinking Fund" (the "Debt Service Fund") far the Series C Bonds and used only for payments of principal and interest on the Series C 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 C Bonds when due. To the extent permitted by law, interest earned an 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 C Bonds not needed for the authorized purposes set forth herein for which the Series C Bonds are being issued shall be transferred to the Debt Service 16 2D34D05/2 Fund and applied to the payment of principal and interest on the Series C Bonds. If, after payment in full of the Series C Bonds, there remain excess proceeds, any such excess amounts shall be transferred to the general fund of the District. SECTION 16. Tax Levu. There shall be levied on all the taxable property in the District, in addition to all other taxes, a continuing direct ad valorem tax annually during the period the Series C Bonds are outstanding in an amount sufficient to pay the principal of and interest on the Series C Bonds when due, which 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 C Bonds when and as the same fall due. SECTION 17. Arbitracie Covenant. The County hereby covenants that it will restrict the use of the proceeds of the Series C Bonds in such manner and to such extent, if any, as may be necessary, so that the Series C Bonds will not constitute arbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended, (the "Code") and the applicable regulations prescribed under that section or any predecessor section. SECTION l8. Representations. This Board determines that all acts and conditions necessary to be performed by the Board or to have been met precedent to and in the issuing of the Series C Bonds in order to make them legal, valid and binding general obligations of the District have been performed and have been met, or will at the time of delivery of the Series C 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 znterest on the Series C Bands; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Series C Bonds. SECTION 19. Official Statement. The form of Official Statement relating to the Series C 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, Bank of America NT & SA, is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Series C Bonds and is directed to deliver copies of any final Official Statement to the purchaser of the Series C Bonds. i7 2434445/2 SECTION 20. Execution of Documents. Officers of the Board and County officials and staff are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to proceed with the issuance of the Series C Bonds and otherwise carry out, give effect to and comply with the terms and intent of this Resolution. Such actions heretofore taken by such officers, officials and staff are hereby ratified, confirmed and approved. SECTION 21. Resolution to Treasurer-Tax Collect_o_r_. The Clerk of this Board is hereby directed to provide a certified copy of this Resolution to the Treasurer-Tax Collector of Butte County. SECTION 22. Bank ualification. As provided in the District Resolution, the Series C Bonds have been designated as "qualified tax-exempt obligations" within the meaning of Section X65{b)(3} of the Code. SECTION 23. State Reimbursement Funds. The following provisions shall be in effect upon receipt of Reimbursement Funds from the State of California Office of Local Assistance (the "State Reimbursement Funds") by the District which are used by the District to redeem a portion of the Series C Bonds then remaining outstanding. (a} The District will Office of Local Assistance least 60 days prior to any the Series C Bonds with St confirmation not more than completed. notify the State of California and the State Treasurer's Office at planned redemption with respect to ate Reimbursement Funds, with 5 days after the redemption has been (b} The District will not withdraw any investment earnings, or instruct the Treasurer-Tax Collector to withdraw any investment earnings, on any of the funds held by the Treasurer-Tax Collector if such funds contain proceeds of the Series C Bonds and are determined by the State Treasurer's Office to constitute transferred proceeds of a bond issue of the State, unless and until the District receives approval from the State Treasurer's Office. (c) The District shall cooperate with the State Treasurer's Office, its agents, attorneys, advisors or accountants, in any matters requested by such office and shall take such actions which are requested in writing by the State Treasurer's Office as required to maintain the tax exemption on the State's bands. 18 2034005/2 (d) The District shall indemnify and hold the State of California (the "State") harmless (to the extent permitted by law) from, and shall pay or cause to be paid, from investment earnings and any other lawfully available source of funds, any rebate, penalty or other liability owed by the State to the United States government in connection with bonds issued by the State, insofar as such liability derives from the use of proceeds of such bonds to redeem the Series C Bonds. SECTION 24, Further Actions. 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 Band in such form as either deemed necessary or appropriate. SECTION 25. This resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 9th day of June, 1992, by the following vote: AYES: Supervisors Fulton, Houx, McLaughlin and Chair llolan NOES : None ABSENT : Supervisor Mclnturf 19 2034005/2 r nmm~*rmrnrtc . aT___ EXHIBIT A NOTICE INVITING PROPOSALS FOR PURCHASE OF BONDS ~5,525,D00 CHICO UNIFIED SCHOOL DISTRICT BUTTE COUNTY, CALIFORNIA 1992 GENERAL OBLIGATION BONDS, SERIES C NOTICE IS HEREBY GIVEN that sealed unconditioned proposals will be received to and including the hour of 10:00 a.m., Los Angeles Time, on June 15, 1992, at the offices of Bank of America NT & SA, 555 South Flower Street, 48th Floor {Dept. #5647}, Los Angeles, California 90071, for the purchase of all, but not less than all, of ~6,625,QOD principal amount of Chico Unified School District (the "District"), Butte County {the "County"), California, 1992 General Obligation Bonds, Series C (the "Bonds"}. 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 wall be dated June 1, 1992, will be in the denomination of $5,000 each, or integral multiples thereof, and will bear interest from the date of the Bonds to the maturity of each of the Bonds at the rate or rates such that the interest rate shall not emceed 12% per annum, with interest payable on June 1, 1993, and semiannually thereafter on December 1 and June 1 of each year during the term of each of the Bonds. The Bonds mature on June 1 in each of the years 1993 to 2017, inclusive, as follows: PRINCIPAL PRINCIPAL YEAR AMOUNT YEAR AMOUNT 1993 ~ 2005 ~ 1994 2005 1995 2007 1996 2008 1997 2009 1998 2010 1999 2011 2000 2012 2001 2013 2002 2014 2003 2015 2004 2016 2017 Extra rdinar O ti nal R dem tion: The Series C Bonds are subject to extraordinary optional redemption on the first day of any month, in whale or in part (in multiples of $5,000, but not in an aggregate amount of less than X25,000). At present, the District anticipates redeeming the Series C Bonds from moneys reimbursed to the District from the State of California Office of Local Assistance. The Series C Bands subject to extraordinary optional redemption are to be redeemed at a redemption price equal to the principal amount thereof together with accrued interest to the date fixed for redemption, without premium. Optional Redemption: The Bonds maturing on or before June 1, 2002, are not subject to redemption. The Bonds maturing on June 1, 2003, 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 June 1, 2002, in inverse order of maturity and by lot within any such maturity if less than all of 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: Redemption Date Redemption Premium June 1, 2002 through May 31, 2003 1020 June 1, 2003 through May 31, 2004 lOl~a June 1, 2004 through May 31, 2005 101 June 1, 2005 through May 31, 2006 100~z June 1, 2006 and thereafter 100 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 Bond Registrar designated for this issue of Bonds; such mailing to be not mare than 60 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 for the redemption of Bonds. 2 2034445/2 Registration of Bonds as to Principal and Tnterest and Place of Payment: Principal and premium, if any, are payable at the corporate trust office of Sank of America National Trust and Savings Association, formerly Security Pacific National Bank, Los Angeles, California, the Bond Registrar. Interest is payable by check mailed from the Bond Registrar to the person in whose name the Bond was registered at the close of business on 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 form of bid far the Bonds will be prepared and all bids must be submitted on such form. Copies of the prescribed bid form will be included with the Official Statement for the Bonds. 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 Bonds of the same maturity must bear the same rate of interest and no Bond may bear more than one rate. Bidders may specify any number of different rates to be borne on the Bands; 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 more than three percent (3%) higher than the interest rate on any other maturity. Bid Check: All bids must be accompanied by a certified check in a sum equal to one percent (10) of the par value of the Bonds, drawn 3 2434005/2 y 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 far 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. CUSTP Numbers: CUSTP 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 and pay for the Bonds. Ri ht of Re'ecti n: 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 bids shall be of the essence. Cost 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. Award and Delivery: Unless all bids are rejected, the Bonds will be awarded to the bidder whose proposal results in the lowest net interest cost to the District. The net interest cost will be determined by computing the aggregate amount of interest payable on the Bond's from their stated date to their respective maturities and by deducting therefrom any premium. Delivery of the Bonds will 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 2434405/2 4 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. begal Opinion• The Bonds are sold with the understanding that the purchaser will be furnished with the approving opinion of Brown & 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 Bonds 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 Bond proceeds. Tax-Exempt Status: Tn the opinion of Bond Counsel, under existing laws, interest on the Bonds is exempt from all present State of California personal income taxes, and assuming compliance with certain covenants made by the District and County, interest on the Bonds is not includable in the grass 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 opinion 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 will be returned. Certificate Regarding Reoffering Prices: As soon as practicable, but not later than seven days prior to delivery of the Bonds, the successful bidder must submit to the District a certificate specifying for each maturity the reoffering price at which at least l0a of the Bonds of such 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 sha11 be in form and substance satisfactory to Bond Counsel and shall include such additional information as may be requested by Bond Counsel. Oualified Tax-Exempt Obligation: The Bonds have been designated "qualified tax-exempt obligations pursuant to Section 265(b}(3} of the Internal 5 2Q34©Q5/2 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: If 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 o£ 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-Arbitrac~~: 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 Bonds and the use of proceeds thereof. Official Statement: 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 Bank of America NT & 5A, 555 South Flower Street, 48th Floor (Dept. #5647), Los Angeles, California 9QQ71, the District's financial advisor for the Certificates, or telephoned to said advisor at (213} 229-144Q. Such Preliminary Official Statement, together with any supplements thereto, shall be in form "deemed final" by the District for purposes of SEC Rule 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 3QQ, 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 all material respects, and that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact 6 2©34©Q5/2 necessary to make the statements therein, in light of circumstances ender which they were made not misleading. Dated: May 28, 1992 CHICO UNIFIED SCHOOL DISTRICT By: Superintendent 7 zas4aosiz EXHIBIT B Attention: This is the Bid Form that must be used. Additional copies relay be obtained from Rod Carter of Bank of America NT & SA at (213) 229-1440. BIDS FOR THE PURCHASE OF CHICO UNIFIED SCHOOL, DISTRICT BUTTE COUNTY, CALIFORNIA 1992 GENERAL OBLIGATION BONDS, SERIES C X6,625,000 Chico Unified School District Butte County, California June I6, 1992 On behalf of a group which we have farmed consisting of: and pursuant to the Notice Inviting Bids hereinafter mentioned, we offer to purchase all of the six million six hundred twenty-five thousand dollars 06,625,000) principal amount of the Bonds designated as "Chico Unified School District, Butte County, California 1992 General Obligation Bonds, Series C", maturing on June 1 in the years and amounts and bearing interest at the rate or rates set forth in the following schedule: YEAR PRINCIPAL INTEREST JUNE 1 AMOUNT RATE INSURANCE YEAR PRINCIPAL INTEREST JUNE 1 AMOUNT RATE INSURANCE ~ 993 ~ i 1994 1995 1996 1997 1998 1999 2DDD 2Da1 zoa2 2043 2Da4 2DD5 $ 2046 2047 2aas 2049 gala 2D 11 2012 2D13 2414 2D15 2416 2417 and to pay therefor the aggregate sum of $ interest accrued on such Bonds to the date plus of delivery thereof. All bids will be received by the hour of 10:00 a.m., Los Angeles Time, on June 16, 1992, at the offices of Bank of America NT & SA, 555 South flower Street, 48th Floor (Dept. #5647), Las Angeles, California 90071. This bid is made subject to all 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 Bonds 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 cast 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:_ Address: City:_ State: Phone: MEMORANDUM OF INTEREST COST The total net interest cost on the Bonds during the issue to under the above bid is $ and the average net interest rate determined thereby B-2 (Account Manager) life of the is %. 2034005/2 EXHIBIT C NOTICE OF INTENTION TO SELL BONDS ~6,6z5,aaa CHICO UNIFIED SCHOOL DISTRICT Butte County, California 1992 General Obligation Bonds, Series C (Bank Qualified) NOTTGE TS HEREBY GIVEN that the Chico Unified School District (the "District"), in Butte County, California, intends to offer for public sale on June 16, 1992, at the hour of 10:00 A.M. at the office of Bank of America NT & SA, 555 South Flower Street, 48th Floor (Dept. #5647), Los Angeles, California 90071, X6,625,000 principal amount of general obligation bonds of the District designated "Chico Unified School District, Butte County, California 1992 General Obligation Bonds, Series C" {the "Bonds"). Within 26 hours, the Butte County Treasurer-Tax Collector has been delegated the authority to consider bids received and, if an acceptable bid is received, award the sale of the Bonds on the basis of the net interest cost. In the event that the County does not award a bid on said date, proposals will be received the following Tuesday at the same time and place specified above and each Tuesday thereafter until such time as a bid is awarded or notice to the contrary is given. NOTICE IS HERESY FURTHER GIVEN that the Bonds, dated June 1, 1992, will be offered for public sale subject to the terms and conditions of the Notice Inviting Bids for the Bonds, dated May 28, 1992. An Official Statement relating to the Bonds will be furnished upon request mailed to Bank of America NT & SA, 555 South Flower Street, 4$th Floor (Dept. #5647), Los Angeles, California 90071, (213) 229--1440, the financial advisor to the District for the Bonds. Dated: May 28, 1992 CHICO UNIFIED SCHOOL DISTRICT By: Superintendent C-1 2D3A4©5/2