HomeMy WebLinkAbout94-025BOARD OF SUPERVISORS, COUNTY OF BUTTE,
STATE OF CALIFORNIA
RESOLUTION NO. 94-25
RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
BUTTE PROVIDING FOR THE ISSUANCE OF BUTTE COUNTY OFFICE
OF EDUCATION, COUNTY OF BUTTE, STATE OF CALIFORNIA, 1994
TAX AND REVENUE ANTICIPATION NOTES
WHEREAS, pursuant to Sections 53850 et sue. of the Government
Code of the State of California (the "Act"? contained in
Article 7.6 thereof, entitled "Temporary Borrowing", on or after
the first day of any fiscal year (being July 1}, a school district
or county office of education may borrow money by issuing notes for
any purpose for which the school district or caunty office of
education is authorized to expend moneys, including but not limited
to current expenses, capital expenditures, and the discharge of any
obligation or indebtedness of the school district or county office
of education; and
WHEREAS, Section 53853 of the Act provides that such notes
must be issued in the name of the county office of education by the
board of supervisors of the county, the county superintendent of
which has jurisdiction over the caunty office of education, as soon
as possible following the receipt of a resolution of the governing
board of the county office of education requesting the borrowing;
and
WHEREAS, the County Superintendent of the County of Butte (the
"County") has jurisdiction over Butte County Office of Education
(the "Office"}, and this Board of Supervisors of the County (the
"County Board"} has received a resolution of the Board of Education
of the Office (the "Office Board"), being the governing board of
the Office, dated February 22, 1994, entitled "RESOLUTION OF THE
BOARD OF EDUCATION OF BUTTE COUNTY OFFICE OF EDUCATION AUTHORIZING
THE ISSUANCE OF 1994 TAX AND REVENUE ANTICIPATION NOTES FOR SAID
OFFICE AND REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF
BUTTE TO ISSUE SAID NOTES" (the "Office Resolution"}, attached
hereto as Exhibit A, which Office Resolution requests the borrowing
of not exceeding Ten Million Dollars ($10,000,000} at an interest
rate not exceeding five percent ( 5 a ) per annum through the issuance
by the County Board of 1994 Tax and Revenue Anticipation Notes (the
"Notes"} in the name of the Office; and
WHEREAS, such Notes are payable twelve months after their date
of delivery which is during the fiscal year succeeding the fiscal
year 1993-1994 in which such Notes were issued, but as required by
Section 53854 of the Act, such date is not later than fifteen
88580\00001\7956.3
months after the date of issue, and such Notes shall be payable
only from revenue received or accrued during the fiscal year
1993-1994 in which issued; and
WHEREAS, pursuant to Section 53856 of the Act, the Office may
pledge any taxes, income, revenue, cash receipts or other moneys
deposited in inactive or term deposits (but excepting certain
moneys encumbered for a special purpose); and the Office Resolution
specifies that certain unrestricted revenues that will be received
by the Office for the General Fund of the Office during or
allocable to fiscal year 1993-1994 are pledged for the payment of
the Notes; and
WHEREAS, the Notes shall be a general obligation of the
Office , and to the extent not paid from the taxes , income , revenue ,
cash receipts and other moneys of the Office pledged for the
payment thereof shall be paid with interest thereon from any other
moneys of the Office lawfully available therefor, as required by
Section 53857 of the Act; and
WHEREAS, the Notes shall be in denominations of $1,000 or
integral multiples thereof, as permitted by Section 53854 of the
Act; shall be issued on a date to be designated and shall be in the
form and executed in the manner prescribed in this Resolution, all
as permitted and required by Section 53853 of the Act; and
WHEREAS, the County Board, in reliance on a determination by
the Office, has found and determined that said $10,000,000 maximum
principal amount of Notes to be issued by the County Board in
fiscal year 1993-1994, when added to the interest payable thereon,
does not exceed eighty-five percent (850} of the estimated amount
of the uncollected taxes, income, revenue (including but not
limited to revenue from state and federal governments), cash
receipts and other moneys of the Office which will be available for
the payment of the Notes and interest thereon, as required by
Section 53858 of the Act; and
WHEREAS, the Notes will not be outstanding after a period
ending twelve months after the date on which such Notes are issued
and will not be issued in an amount greater than the maximum
anticipated cumulative cash flaw deficit to be financed by the
anticipated tax or other revenue sources for the period for which
such taxes or other revenues are anticipated and during which such
Notes are outstanding, all as provided in Section 1.103-14 (c) of
the Income Tax Regulations of the United States Treasury; and
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
88580~t1t1(7(71V`7956.3
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 Office Board has represented in the Office
Resolution that:
(1) the Notes authorized by this resolution are not private
activity bands within the meaning of Section 141 of the Code;
(2) the Office, together with all of its subordinate
entities, has not heretofore issued any obligations (other than
those obligations described in Paragraph {4) below) in calendar
year 1994 the interest on which is exempt from federal income tax
under Section 103 of the Code;
{3) the Office reasonably anticipates that it, together with
its subordinate entities will issue during the remainder of
calendar year 1994 obligations {other than those obligations
described in 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 Office and
its subordinate entities may have issued in calendar year 1994 and
may continue to issue during the remainder of calendar year 1994
private activity bonds other than qualified 501(c){3) bonds as
defined in Section 145 of the Cade; and
WHEREAS, the Office Board wishes to designate the Notes as
"qualified tax-exempt obligations" within the meaning of
Section 265{b)(3) of the Code;
NOW, THEREFORE, the Board of Supervisors of the County of
Butte hereby resolves as follows:
Section 1. Authorization of Issuance of Notes• Terms Thereof.
The County Board hereby determines to, and shall issue in the name
of the Office, an amount not to exceed $10,000,000 principal amount
of notes under Sections 53850 et sew. of the Act, designated "Butte
County Office of Education, County of Butte, State of California,
1994 Tax and Revenue Anticipation Notes"; to be numbered 1 {and
consecutively upward in order of issuance if more than one Note is
registered}; to be in the denominations of $1,000, or integral
multiples thereof; to be dated the date of delivery thereof; to
mature (without option of prior redemption} within 360 days
computed on a 30-day monthJ360-day year basis or, if such date is
not a day on which banks in New York or California are open for
business, on the last day prior to such date; and to bear interest,
payable at maturity and computed on a 30-day monthJ360-day year
basis, at the rate or rates determined at the time of sale thereof,
but not in excess of five percent (5%) per annum. Both the
sesao\ooooi\~~s6.3 3
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 Office Board has represented in the Office
Resolution that:
(1} the Notes authorized by this resolution are not private
activity bands within the meaning of Section 141 of the Code;
(2) the Office, together with all of its subordinate
entities, has not heretofore issued any obligations (other than
those obligations described in Paragraph {4) below) in calendar
year 1994 the interest on which is exempt fram federal .income tax
under Section 103 of the Code;
(3) the Office reasonably anticipates that it, together with
its subordinate entities will issue during the remainder of
calendar year 1994 obligations (other than those obligations
described in paragraph 4 below} the interest on which is exempt
from federal income tax under Section 103 of the Cade 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 Office and
its subardinate entities may have issued in calendar year 1994 and
may continue to issue during the remainder of calendar year 1994
private activity bonds other than qualified 501 (c}(3) bonds as
defined in Section 145 of the Code; and
WHEREAS, the Office Board wishes to designate the Notes as
"qualified tax-exempt obligations" within the meaning of
Section 265(b}(3) of the Code;
NOW, THEREFORE, the Board of Supervisors of the County, of
Butte hereby resolves as follows:
Section 1. Authorization of Issuance of Notes• Terms Thereof.
The County Board hereby determines to, and shall issue in the name
of the Office, an amount not to exceed $10,000,000 principal amount
of notes under Sections 53850 et seg. of the Act, designated "Butte
County Office of Education, County of Butte, State of California,
1994 Tax and Revenue Anticipation Notes"; to be numbered 1 (and
consecutively upward in order of issuance if more than one Note is
registered); to be in the denominations of $1,000, ar integral
multiples thereof; to be dated the date of delivery thereof; to
mature (without option of prior redemption) within 360 days
computed on a 30-day monthJ360-day year basis or, if such date is
not a day on which banks in New York or California are open for
business, an the last day prior to such date; and to bear interest,
payable at maturity and computed on a 30-day month/360-day year
basis, at the rate or rates determined at the time of sale thereof,
but not in excess of f.~ve percent (50} per annum. Both the
Sasso\ao~ci\;~sh.s 3
principal of and interest on the Notes shall be payable, only upon
surrender thereof, in lawful money and of the United States of
America at the office of the Treasurer and Tax Collector (the
"Treasurer"} of the County which is hereby designated to be the
paying agent on the Notes {in such capacity, the "Paying Agent"}.
Section 2. Form of Notes. The Notes shall be issued in
registered form and shall be substantially in the form and
substance set farth in Exhibit B attached hereto and by reference
incorporated herein, the blanks in said form to be filled in with
appropriate words and figures. The Notes shall be initially
registered in the name of "Cede & Co." as nominee of The Depositary
Trust Company, and shall be evidenced by one note in the full
principal amount of the Notes. The Depository Trust Company, New
York, New York is hereby appointed depository for the Notes.
Registered ownership may not thereafter be transferred except as
set forth in Section 4 hereof. There shall be simultaneously
delivered with each Note, the legal opinion of Brown & Wood
respecting the validity of said Notes and, immediately preceding
such legal opinion, a certificate executed with the facsimile
signature of the Chair of the County Board {the "County Chair"},
said certificate to be in substantially the fallowing form:
I HEREBY CERTIFY that the following is a true and correct
copy of the legal opinion regarding the Notes therein
described that was manually signed by Brown & Wood, and
was dated as of the date of delivery of and payment for
said Notes.
[Facsimile Signature] _
Chair, Board of Supervisors
Section 3. Transfer and Exchange of Notes. Subject to the
provisions of Section 4 hereof, the registration of any Nate may,
in accordance with its terms, be transferred, upon the registration
books kept by the Paying Agent for such purpose, by the person in
whose name it is registered, in person or by his or her duly
authorized attorney, upon surrender of such Note for cancellation,
accompanied by delivery of a written instrument of transfer, duly
executed in a form approved by the Paying Agent.
Whenever any Note or Notes shall be surrendered for
registration or transfer, the Paying Agent shall execute and
deliver a new Nate or Notes, for a like aggregate principal amount .
The Paying Agent shall require the Note owner requesting such
registration of transfer to pay any tax or other governmental
charge required to be paid with respect to such transfer. The
County may require the owner requesting such registration of
transfer to pay such additional reasonable charge as may be
necessary to cover customary expenses incurred and fees charged by
the Paying Agent with respect to such registration of transfer.
The Paying Agent may treat the registered owner of any Note as the
Sfl58G\00001\7956.3 4
absolute owner thereof for all purposes whatsoever in accordance
with this resolution, and the Paying Agent shall not be affected by
any notice to the contrary.
Subject to the provisions of Section 4 hereof, Notes may be
exchanged at the office of the Paying Agent in Oroville, California
for a like aggregate principal amount of Notes in other authorized
denominations. The Paying Agent shall require the payment by the
Note owner requesting such exchange of any tax or other
governmental charge required to be paid with respect to such
exchange. The Office may require the owner requesting such
exchange to pay such additional reasonable charge as may be
necessary to cover customary expenses incurred and fees charged by
the Paying Agent or the Office with respect to such exchange.
Section 4. Use of Depository. (1} The Notes shall be
initially registered as provided in Section 2 hereof. Registered
ownership of the Notes, or any portion thereof, may not thereafter
be transferred except:
(i ) To any successor of Cede & Co . , as nominee
of The Depository Trust Company, or its nominee, or to
any substitute depositary designated pursuant to
clause (ii) of this Section 4 (a "substitute
depository"); provided, that any successor of Cede & Co.,
as nominee of The Depository Trust Company or a
substitute depository, shall be qualified under any
applicable laws to provide the services proposed to be
provided by it;
(ii) To any substitute depository not objected
to by the Paying Agent, upon {1) the resignation of The
Depository Trust Company or its successor (or any
substitute depository or its successor) from its
functions as depository, or {2) a determination by the
Office to substitute another depository for The
Depository Trust Company {or its successor) because The
Depository Trust Company or its successor {or any
substitute depository or its successor) is no longer able
to carry out its functions as depository; provided, that
any such substitute depository shall be qualified under
any applicable laws to provide the services proposed to
be provided by it; or
{iii) To any person as provided below, upon
(l} the resignation of The Depository Trust Company or
its successor (or substitute depository or its successor)
from its functions as depository, or {2) a determination
by the Office to remove The Depository Trust Company or
its successor (or any substitute depository or its
successor) from its functions as depository.
88580\00001\7956.3
(2) In the case of any transfer pursuant to clause (i}
or clause (ii} of subsection {1} of this Section 4, upon
receipt of the outstanding Notes by the Paying Agent, together
with a request of the Office to the Paying Agent, a new Note
shall be executed and delivered in the aggregate principal
amount of the Notes registered in the name of such successor
or such substitute depository, or their nominees, as the case
may be, all as specified in such request of the Office. In
the case of any transfer pursuant to clause {iii} of
subsection (1) of this subparagraph (d), upon receipt of the
outstanding Notes by the Paying Agent together with a request
of the Office to the Paying Agent, new Notes shall be executed
and delivered in such denominations numbered in the manner
determined by the Paying Agent and registered in the names of
such persons as are requested in such a request of the Office;
provided that the Paying Agent shall not be required to
deliver such new Notes within a period less than sixty (60}
days Pram the date of receipt of such a request of the Office.
Thereafter, Notes shall be transferred pursuant to Section 3
hereof .
(3} The Office and the Paying Agent shall be entitled to
treat the person in whose name any Note is registered as the
owner thereof for all purposes of this resolution and any
applicable laws, notwithstanding any notice to the contrary
received by the Paying Agent or the Office; and the Office and
the Paying Agent shall have no responsibility far transmitting
payments to, communication with, notifying, or otherwise
dealing with any beneficial owners of the Notes and neither
the Office nor the Paying Agent will have any responsibility
or obligations, legal or otherwise, to the beneficial owners
or to any other party, including The Depository Trust Company
or its successor (or substitute depository or its successor},
except far the Owner of any Notes.
(4} So long as the outstanding Notes are registered in
the name of Cede & Co. or its registered assigns, the Office
and the Paying Agent shall cooperate with Cede & Co., as sole
registered Owner, or its registered assigns in effecting
payment of the principal of and interest on the Notes by
arranging for payment in such manner that funds for such
payments are properly identified and are made immediately
available on the date they are due.
Section 5. Deposit of Note Proceeds; No Arbitrage. The
moneys so borrowed initially shall be deposited in the General Fund
of the Office and subsequently credited, in the amounts of the
respective loans requested from the Office by certain school
districts within the County, first, in the amounts which such
school districts and the Office shall direct the Treasurer to
deposit, to the respective accounts in the Repayment Fund (as
hereinafter defined} , as sufficient for the payment of interest due
at maturity on the notes of the school districts evidencing such
ss~ao\ooooi\~9s~.s 5
Iodns (the "District Notes"), which are hereby autharized to be
issued by trLi s Hoard in the Warne of such school districts, and,
second, in t:Ze remaining amount, to the respective general funds of
such school districts. The Office has covenanted that it will mare
ro use of the proceeds of the Notes that would cause the Notes to
be "arbitrage bonds" under Section 148 of t~-,e Code; and, to that
end, so long as an.y of the Notes are outstanding, the Office, and
all of its officers having custody or control of suc:~ praceeds,
have agreed to comply with all rEquirements of said section,
including restrictions on the use and investment of proceeds of the
Notes and the rebate of a portion of investment earnings on certain
amounts, including proceeds of the Notes, if required, to the
Federal government, and of `he I.~come Tax Regulations of the tirited
,States Treasury promulgated thereunder or under any predecessor
provisions, to the extent teat suc;~ regulatians are, at t~.e tl~lte,
applicable and in effect, SC that the Hates wild. not be "arbitrage
bonds . '~
Section b. Payment of Notes.
(A) Sources of Pavi'.er.t The principal amount o= the ivotes,
together with the interest there~:,n, s:rzall be payable from taxes,
income, revenue, cash receipts and other moneys (including the
deposits to the Repa <<,ent Fund described in Sec; ion 5 hereof } which
are recaived by the Of `ice ~ur~.ng fiscal year 1993-1994 and W17iC
are available therefor. Thp Hates shall be a genera. obligation cf
the Office, and to the extent the Notes are nest paid from the
Pledged Revenues defined below, the Notes shall be paid with
interest thereon. from any other moneys of the Office lawfully
available therefor, as provided in the Office Resolution and by
law.
(8) Pledoed Revenues. As security for t e pay`i.ent of the
nr?.-:C~pal C.. anQ J.n~ereSt on tr:? NateS the OffyCe o.~edces a:i at~..ai.lnt
equal t0 5e'Senty-fivve percen`_ { 1~3) Of t~:e principal amCt:^t Cf the
Notes from tie unreSt?"wC~eG reVer:UeS reCelL-ed by t?:e ~ f:_Ce in Cr
attributable tc thA month e,~di,.g ~'tay 31, 1994, plus an ar^cur.t equal
to twenty-five percent (2>>} of the principal amount of the Fetes
from. the unrestricted revenues received by the Office in cr
attributable to the month ending June 3C, 1994., plus an amaunt
sufficient to pay at maturity interest on the Notes and deposited
in the Re,Uayment Fund (as hereinaftew defined) pursuant to
Scotian 5 hereof (such pledged amounts being hereinafter called
the "Pledged Revenues" } hiay 31, 1994 ar_d June 3C, 1994 s'r.all
GCnStJ.tute t}'1~' "depCS~t dates" referred tC in ~eCtiCn 4l~'/ Of the
rZSOlLltlaii8 of the U1,Str.tCtS c"iut:7ar1Z1n~ the iSSuanr'~e Cf the
District Notes . T'he terra "unre5trlCted ~:everiUPS" Sia1.1 mean taxp5,
income, revenue, cash receipts, a: d other money of the Office as
provided in Section 53855 of the Act, which are intended as
receipts for the General Fund of the Office and which are generally
available for t:.e payment of current e:cpenses and other ob~.igations
Of the Office, all as further defined In the Of~J.Ce ReSalutlCn.
The principal of the Notes and the interest thereon shall be
a first lien and charge against a:zd shall be payable from the first
-~
8°530~,00~01V7?35.3
moneys received by the Office from such. Pledged Revenues as
provided by law.
In the event that there are insufficient unrestricted revenues
received by the Office to permit the deposit into the County
investment pool and credited to the Repayment Fund, as hereinafter
defined, of the full amount of Pledged Revenues to be deposited
from unrestricted revenues in any month, then the amount of such
deficiency shall be satisfied and made up from any other moneys of
the Office lawfully available for the repayment of the Notes and
the interest thereon.
(C) Covenant Reaarding Additional Short-Term Borrowing. The
Office has covenanted and warranted that it will not request the
Treasurer to make temporary transfers of funds in the custody of
the Treasurer to meet any obligations of the Office during the
1993-1994 fiscal year pursuant to the authority of Article XVI,
Section 6 of the Constitution of the State of California or any
other legal authority.
(D} Deposit of Pledged Revenues in Repayment Fund. As the
Pledged Revenues are received by the County on behalf of the
Office, they shall be deposited directly with and held by the
Treasurer in the appropriate accounts in a special fund designated
as the "Butte County Office of Education, County of Butte, State of
California, 1994 Tax and Revenue Anticipation Notes Repayment Fund"
(herein called the "Repayment Fund"} and shall not be available to
the Office. Separate accounts shall be established within the
Repayment Fund for the deposit of (i) unrestricted revenues
received by the Office as payments with respect to each loan made
from the proceeds of the Notes to a school district and
(ii) unrestricted revenues from other sources. Any moneys placed
in the Repayment Fund shall be far the benefit of the holders of
the Notes, and until the Notes and all interest thereon are paid or
until provision has been made for the payment of the Notes at
maturity with interest to maturity, the moneys in the Repayment
Fund shall be applied only for the purposes for which the Repayment
Fund is created.
(E) Disbursement and Investment of Moneys in Repayment Fund.
After such date as the amount of Pledged Revenues deposited in the
Repayment Fund shall be sufficient to pay in full the principal of
and interest on the Notes, when due, any moneys in excess of such
amount remaining in or accruing to the Repayment Fund shall be
transferred to the General Fund of the Office upon the request of
the Office. On the maturity date of the Notes, the moneys in the
Repayment Fund shall be used, to the extent necessary, to pay the
principal of and interest on the Notes.
Moneys in the Repayment Fund, to the greatest extent possible,
shall be invested at the request of the Office in investment
securities by the Treasurer, as permitted by applicable California
law, as it is now in effect and as it may be amended, modified or
assae\coooi\~~s6.3 ~
supplemented from time to time; to the extent that moneys invested
or held by the County are subject to arbitrage rebate, neither the
County nor any officer or employee of the County shall assume
hereunder or under the provisions of any rebate certificate any
duty or obligation to make the actual calculations of arbitrage
rebate liability of the Office, or to pay any such rebate or any
penalties in regard thereto if the Office miscalculates or fails to
pay ar cause such rebate or such penalties to be paid.
Section 7. Execution of Notes; Registration. The County
Chair, or a designated deputy thereof, is hereby authorized to sign
the Notes manually or by facsimile signature, and the Treasurer is
hereby authorized to sign the Notes manually or by facsimile
signature and the Clerk of the County Board (the "Clerk") is hereby
authorized to countersign the Notes manually or by facsimile
signature, provided that at least one of the foregoing shall sign
manually, and said Clerk is hereby authorized to affix the seal of
the County Board thereto by facsimile impression thereof, and said
officers are hereby authorized to cause the blank spaces thereof to
be filled in as may be appropriate.
This Board does hereby appoint the Paying Agent to act as bond
registrar and transfer agent far the Notes. So long as any of the
Notes remain outstanding, the Paying Agent will maintain and keep
all books and records necessary for the registration, exchange and
transfer of the Notes.
Section 8. Sale of the Notes. The Notes will be sold by
competitive sale. Such sale shall be at the time and place and
upon the terms provided in the Official Notice of Sale of the Notes
(the "Official Notice"), which Official Notice is substantially in
the form attached hereto as Exhibit C. Sealed or facsimile bids
for the purchase of the Notes shall be received by the Treasurer at
the time and place set forth in the Official Notice. The
Treasurer, or his authorized designee, is authorized to distribute
copies of the Official Notice and to publish a Notice of Intention
to Sell substantially in the farm of Exhibit D hereto in The Bond
Buyer once at least fifteen (15) days prior to the date set to
receive bids. The Treasurer, or his authorized designee, is
authorized to accept the bid with the lowest true interest cost so
long as the aggregate principal of Notes does not exceed Ten
Million Dollars ($10,000,000) and the interest rate thereon does
not exceed five percent (50) per annum.
Section 9. Appointment of Bond Counsel; Authorization of
Preliminary Official Statement and Official Statement. Brown &
Wood is hereby designated as the bond counsel in connection with
the issuance of the Notes. Government Financial Strategies, Inc.,
the financial advisor to the Office, is hereby authorized to
prepare a Preliminary Official Statement and an Official Statement
relating to the Notes, to be used in connection with the offering
and sale of the Notes. The Superintendent, or any Assistant
aeseo\odaoi\~~s6.3 9
Superintendent, of the Office is hereby authorized and requested to
execute and deliver the Official Statement.
Section 10. Delivery of Notes. The proper officers of the
County Board and the Treasurer are hereby authorized and directed
to deliver the Notes to the successful bidder therefor. All
actions heretofore taken by the officers and agents of the County
Board with respect to the sale and issuance of the Notes are hereby
approved, confirmed and ratified, and the officers of the County
Board are hereby authorized and directed, far and in the name and
on behalf of the County Board, to do any and all things and take
any and all actions and execute and deliver any and all
certificates, agreements and other documents, which they, or any of
them, may deem necessary or advisable in order to consummate the
lawful issuance and delivery of the Notes in accordance with this
Resolution and the resolution heretofore adopted by the Office
Board.
Section 11. Further Actions Authorized. It is hereby
covenanted that the County, and its appropriate officials, have
duly taken all proceedings necessary to be taken by them, and will
take any additional proceedings necessary to be taken by them, for
the levy, collection and enforcement of the secured property taxes
pledged under the Office Resolution in accordance with the law and
for carrying out the provisions of the Office Resolution and of
this Resolution.
Section 12. Recitals.
above are
determines
true and correct
and represents.
All the recitals in this Resolution
and this County Board so finds,
Section 13. Designation as Qualified Tax-Exempt Obligation.
As provided in the Office Resolution, the Notes have been
designated as "qualified tax-exempt obligations" within the meaning
of Section 265{b){3) of the Code.
Section 14. Action Re Qualified Tax-Exempt Obligation.
Appropriate officials of the County Board and the Treasurer are
hereby authorized and directed to take such other actions as may be
necessary to assist the Office in designating such Notes as
"qualified tax-exempt obligations," including, if either deemed
necessary or appropriate, placing a legend to such effect on the
farm of Note in such form as either deemed necessary or
appropriate.
8858C\00001V"7956.3 1
9.03
RESOLUTION NO. 94-13
RESOLUTION OF THE BOARD OF EDUCATION OF BUTTE COUNTY
OFFICE OF EDUCATION AUTHORIZING THE ISSUANCE OF 1994
TAX AND REVENUE ANTICIPATION NOTES FOR SAID OFFICE AND
REQUESTING THE BOARD OF SUPERVISORS OF THE COUNTY OF
BUTTE TO ISSUE SAID NOTES
WHEREAS, pursuant to Sections 53850 at et sue. of the
Government Code of the State of California (the "Act") contained in
Article 7.6 thereof, entitled "Temporary Borrowing", on or after
the first day of any fiscal year (being July l}, the Butte County
Office of Education (the "Office") may borrow money by issuing
notes for any purpose for which the Office is authorized to expend
moneys, including but not limited to current expenses, capital
expenditures, and the discharge of any obligation ar indebtedness
of the Office; and
WHEREAS, Section 53853 of the Act provides that such notes
must be issued in the name of the Office by the Board of
Supervisors of the county (the "County Board"), the County
Superintendent of which has jurisdiction over the Office, as soon
as possible following the receipt of a resolution of the governing
baard of the Office requesting the borrowing; and
WHEREAS, the County Superintendent of the County of Butte (the
"County") has jurisdiction over the Office, and this Board of
Education (the "Office Board"), being the governing board of the
Office, hereby requests the borrowing of not to exceed Ten Million
Dollars ($10,000,000) at an interest rate not to exceed five
percent (50) per annum through the issue by the County Board of
1994 Tax and Revenue Anticipation Notes (the "Notes") in the name
of the Office; and
WHEREAS, such Notes are payable twelve months after their date
of delivery which is during the fiscal year succeeding the fiscal
year 1993-1994 in which such Notes were issued, but as required by
Section 53854 of the Act, such date is not later than fifteen
months after the date of issue, and such Notes shall be payable
only from revenue received or accrued during the fiscal year 1993-
1994 in which issued; and
WHEREAS, pursuant to Section 53856 of the Act, the Office may
pledge any taxes, income, revenue, cash receipts or other moneys
deposited in inactive or term deposits (but excepting certain
moneys encumbered for a special purpose); and this Resolution
specifies that certain unrestricted revenues which will be received
by the Office for the General Fund of the Office during or
allocable to fiscal year 1993-1994 are pledged for the payment of
the Notes; and
88580'V000Oi\7967,?
9.Q3a
WHEREAS, the Notes shall be a general obligation of the
Office, and to the extent not paid from the taxes, income, revenue,
cash receipts and other moneys of the Office pledged for the
payment thereof shall be paid with interest thereon from any other
moneys of the Office lawfully available therefor, as required by
Section 53857 of the Act; and
WHEREAS, the Notes shall be in denominations of $1,000 or
integral multiples thereof, as permitted by Section 53854 of the
Act; shall be issued on a date to be designated and shall be in the
form and executed in the manner prescribed in this Resolution, all
as permitted and required by Section 53853 of the Act; and
WHEREAS, the Office Board has found and determined that said
$10,000,000 maximum principal amount of Notes to be issued by the
Caunty Baard in fiscal year 1993-1994, when added to the interest
payable thereon, does not exceed eighty-five percent (850) of the
estimated amount of the uncollected taxes, income, revenue
(including but not limited to revenue from state and federal
governments}, cash receipts and other moneys of the Office which
will be available for the payment of the Nates and interest
thereon, as required by Section 53858 of the Act; and
WHEREAS, the Notes will not be outstanding after a period
ending twelve months after the date on which such Notes are issued
and will not be issued in an amount greater than the maximum
anticipated cumulative cash flow deficit to be financed by the
anticipated tax or other revenue sources for the period for which
such taxes or other revenues are anticipated and during which such
notes are outstanding, all as provided in Section 1.103-14 (c) of
the Income Tax Regulations of the United States Treasury; and
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 Office Board hereby represents that:
(1) the Notes authorized by this Resolution are not private
activity bonds within the meaning of Section 141 of the Code;
(2) the Office, together with all of its subordinate
entities, has not heretofore issued any obligations (other than
those obligations described in Paragraph (4} below} in calendar
year 1994 the interest on which is exempt from federal income tax
under Section 103 of the Code;
88580\00001\7967.3 2
9.03b
{3) the Office reasonably anticipates that it, together with
its subordinate entities, will issue during the remainder of
calendar year 1994 obligations (other than those obligations
described in 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 Office
and its subordinate entities may have issued in calendar year 1994
and may continue to issue during the remainder of calendar year
1994 private activity bonds other than qualified 501 (c) {3) bonds as
defined in Section 145 of the Code; and
WHEREAS, the Office Board wishes to designate the Notes as
"qualified tax-exempt obligations" within the meaning of
Section 265 (b) (3) of the Code; and
WHEREAS, certain school districts within the County (the
"Districts") have requested loans from the Office through the issue
by the County Board of the Notes and the Office desires to make
such loans to the Districts so long as the loans are evidenced by
the delivery of notes of each District (the "District Notes"), each
in an amount equal to the amount of the respective loan;
NOW, THEREFORE, the Board of Education of Butte County Office
of Education hereby resolves as follows:
Section 1. Authorization of Issuance of Notes and of Loans;
Terms Thereof; Payinq Agent. The Office Board hereby requests the
County Board to issue in the name of the Office, an amount nat to
exceed Ten Million Dollars ($10,000,000} principal amount of Notes
under Section 53850 et sew. of the Act, designated Butte County
Office of Education, County of Butte, State of California, 1994 Tax
and Revenue Anticipation Notes" {the "Notes"); to be numbered from
1 (and consecutively upward in order of issuance if more than one
Note is registered); to be in the denominations of $1,000, or
integral multiples thereof, as determined by the purchaser thereof;
to be dated the date of delivery thereof; to mature {without option
of prior redemption) 360 days computed on a 30-day monthj360-day
year basis, or if such date is not a day on which banks in New York
or California are open for business, on the last day prior to such
date; and to bear interest, payable at maturity and computed on a
30-day monthJ360-day year basis, at the rate or rates determined at
the time of sale thereof, but not in excess of five percent (5%)
per annum. Both the principal of and interest on the Notes shall
be payable, only upon surrender thereof, in lawful money of the
United States of America at the principal office of the Treasurer
and Tax Collector of the County, which is hereby designated to be
the paying agent on the Notes (in such capacity, the "Paying
Agent") or such other paying agent as the County may designate.
This Board hereby approves the payment of the reasonable fees and
expenses of the Paying Agent as they shall became due and payable.
easao\oooci\~~E,~..3 3
9.03c
The Office Board hereby authorizes loans to be made to the
Districts from the proceeds of the Notes, provided that such loan
shall be repayable at a rate of interest, computed on a 30-day
month/360-day year basis, at the rate to be borne by the Notes, and
as otherwise provided in the resolutions of the Districts
authorizing such loans (the "District Resolutions").
Section 2. Form of Notes. The Notes shall be issued in
registered form and shall be substantially in the form and
substance set forth in Exhibit A attached hereto and by reference
incorporated herein, the blanks in said form to be filled in with
appropriate words and figures. The Notes shall be initially
registered in the name of "Cede & Co." as nominee of The Depository
Trust Company, and shall be evidenced by one note in the full
principal amount of the Notes. The Depositary Trust Company, New
York, New York is hereby appointed depositary for the Notes.
Registered ownership may not thereafter be transferred except as
set forth in Section 4 hereof. There shall be printed on the
reverse of each Note, the legal opinion of Brown & Wood respecting
the validity of said Notes and, immediately following such legal
opinion, a certificate executed with the facsimile signature of the
Chair of the County Board (the "County Chair"), said certificate to
be in substantially the following form:
I HEREBY CERTIFY that the foregoing is a true and correct
copy of the legal opinion regarding the Notes therein
described that was manually signed by Brown & Wood, and
was dated as of the date of delivery of and payment for
said Notes.
Facsimile Signature
Chair of the Board of Supervisors
Section 3. Deposit of Nate Proceeds; No Arbitrage. The
moneys so borrowed initially shall be deposited in the General Fund
of the Office and subsequently credited in the amount of the
respective loans concurrently with the delivery of the District
Notes, first, in the amounts which the Districts and the Office
shall direct the Treasurer to deposit, to the respective accounts
in the Repayment Fund (as hereinafter defined}, as sufficient for
the payment of interest due on the District Notes at maturity, and,
second, in the remaining amount, to the respective general funds of
the Districts. The Office hereby covenants that it will make no
use of the proceeds of the Notes that would cause the Notes to be
"arbitrage bonds" under Section 148 of the Code; and, to that end,
so long as any of the Notes are outstanding, the Office, and all of
its officers having custody or control of such proceeds, shall
comply with all requirements of said section, including
restrictions an the use and investment of proceeds of the Notes .and
the rebate of a portion of investment earnings on certain amounts,
including proceeds of the Notes, if required, to the Federal
88580\OOCO1\7967.3 4
9.03d
government, and of the Income Tax Regulations of the United States
Treasury promulgated thereunder or under any predecessor
provisions, to the extent that such regulations are, at the time,
applicable and in effect, so that the Notes will not be "arbitrage
bonds."
Section 4. Payment of Notes.
(A) Source of Payment. The principal amount of the Notes,
together with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys (including the
deposits to the Repayment Fund described in Section 3 hereof) which
are received by the Office during fiscal year 1993-1994 and which
are available therefor. The Nates shall be a general obligation of
the Office, and to the extent the Notes are not paid from the
Pledged Revenues defined below, the Notes shall be paid with
interest thereon from any other moneys of the Office lawfully
available therefor, as provided herein and by law.
(B} Pledged Revenues. As security for the payment of the
principal of and interest on the Notes, the Office hereby pledges
an amount equal to seventy-five percent (750) of the principal
amount of the Notes from the unrestricted revenues received by the
Office in or attributable to the month ending May 31, 19 94 , plus an
amount equal to twenty-five percent (250) of the principal amount
of the Notes from the unrestricted revenues received by the Office
in or attributable to the month ending June 30, 1994, plus an
amount sufficient to pay at maturity interest an the Notes from
deposits in the Repayment Fund (as hereinafter defined) pursuant to
Section 3 hereof (such pledged amounts being hereinafter called the
"Pledged Revenues"), unless otherwise provided in the resolution of
the County authorizing the issuance of the Notes (the "County
Resolution"} May 31, 1994 and June 30, 1994 shall constitute the
"deposit dates" referred to in Section 4(B} of each of the District
Resolutions. The term "unrestricted revenues" shall mean taxes,
income, revenue, cash receipts, and other money of the Office as
provided in Section 53856 of the Act, which are intended as
receipts for the General Fund of the Office and which are generally
available for the payment of current expenses and other obligations
of the Office. The term "unrestricted revenues" shall include (but
shall not be limited to) those amounts paid by the Districts under
the District Notes.
The principal of the Notes and the interest thereon shall be
a first lien and charge against and shall be payable from the first
moneys received by the Office from such Pledged Revenues, as
provided by law.
In the event that there are insufficient unrestricted revenues
received by the Office to permit the deposit into the Repayment
Fund, as hereinafter defined, of the full amount of Pledged
Revenues to be deposited from unrestricted revenues in a month,
then the amount of any deficiency shall be satisfied and made up
88580\000017967.3 5
9.03e
from any other moneys of the office lawfully available for the
repayment of the Notes and the interest thereon.
(C) Covenant Regarding Additional Short-Term Borrowing. The
Office hereby covenants and warrants that it will not request the
County Treasurer and Tax Collector (the "Treasurer") to make
temporary transfers of funds in the custody of the Treasurer to
meet any obligations of the Office during the 1993-1994 fiscal year
pursuant to the authority of Article XVI, Section 6 of the
Constitution of the State of California or any other legal
authority.
(D) Deposit of Pledged Revenues in Repayment Fund. The
Office acknowledges that, as the Pledged Revenues are received by
the County on behalf of the Office, they shall be deposited
directly with and held by the Treasurer in the appropriate accounts
in a special fund designated as the Butte County Office of
Education, County of Butte, State of California, 1994 Tax and
Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund")
and shall not be available to the Office. Any moneys placed in the
Repayment Fund shall be for the benefit of the holders of the
Notes, and until the Notes and all interest thereon are paid or
until provision has been made for the payment of the Notes at
maturity with interest to maturity, the moneys in the Repayment
Fund shall be applied only for the purposes for which the Repayment
Fund is created.
(E) Disbursement and Investment of Moneys in Repayment Fund.
After such date as the amount of Pledged Revenues deposited in the
Repayment Fund shall be sufficient to pay in full the principal of
and interest on the Notes, when due, any moneys in excess of such
amount remaining in or accruing to the Repayment Fund shall be
transferred to the General Fund of the Office upon the request of
the Office. The Office hereby covenants to return to the
respective District any amount received by the Office which
represents any portion of a deposit made by the District described
in Section 3 hereof or the investment earnings thereon. On the
maturity date of the Notes, the moneys in the Repayment Fund shall
be used, to the extent necessary, to pay the principal of and
interest on the Notes.
Moneys in the Repayment Fund, to the greatest extent possible,
shall be invested at the request of the Office in investment
securities by the Treasurer, as permitted by applicable California
law, as it is naw in effect and as it may be amended, modified or
supplemented from time to time; provided that no such investments
shall have a maturity date later than the maturity date of the
Notes.
Section 5. Execution of Notes. The Office hereby requests
the County Chair, or a designated deputy thereof, to sign the Notes
manually or by facsimile signature, the Treasurer to sign the Notes
manually or by facsimile signature, and the Clerk of the County
88580\00001\7967,3 6
9.03f
Board {the "Clerk") to countersign the Notes manually or by
facsimile signature {provided that at least one of the foregoing
shall sign manually); the Clerk to affix the seal of the County
thereto by facsimile impression thereof; and said officers to cause
the blank spaces thereof to be filled in as may be appropriate.
Section 6. Sale of the Notes. The Notes will be sold on a
negotiated basis or at a public sale, as provided in the County
Resolution; provided that the aggregate principal amount of the
Notes does not exceed Ten Million Dollars ($10,000,000) and the
interest rate does not exceed five percent (50} per annum. In the
event the Notes shall be sold on a negotiated basis, the Office
shall request the Treasurer to execute a Contract of Purchase
substantially in the form approved by the County Board in the
County Resolution with an underwriter to be designated by either
the Superintendent or a designee of the Office. In the event the
Notes are sold at a public sale, the Notes shall be sold at the
time and place and upon the terms provided in the County
Resolution.
Section 7. Appointment of Bond Counsel; Authorization of
Preliminary Official Statement and Official Statement. Brown &
Wood is hereby designated as the bond counsel to the Office in
connection with the issuance of the Notes. Government Financial
Strategies, Inc., the financial advisor to the Office, is hereby
authorized to prepare a Preliminary Official Statement and an
Official Statement relating to the Notes, to be used in connection
with the offering and sale of the Notes. The Superintendent and
any Assistant Superintendent of the Office are each hereby
authorized and requested to execute and deliver the Official
Statement.
Section 8. Delivery of Notes. The proper officers of the
Caunty Board are hereby requested to deliver the Notes to the
successful bidder or purchaser thereof. All actions heretofore
taken by the officers and agents of the Office Board with respect
to the Notes are hereby approved, confirmed and ratified, and the
officers of the Office Board are hereby authorized and directed to
do any and all things and take any and all actions which they, or
any of them, may deem necessary or advisable in order to consummate
the lawful issuance and delivery of the Notes in accordance with
this Resolution and resolution hereafter adopted by the County
Board.
Section 9. Further Actions Authorized. It is hereby
covenanted that the Office Board, and its appropriate officials,
have duly taken all proceedings necessary to be taken by them, and
will take any additional proceedings necessary to be taken by them,
for the levy, collection and enforcement of the secured property
taxes pledged under this Resolution in accordance with the law and
for carrying out the provisions of this Resolution.
88580\6G001\7967.3
9.038
Section 10. Recitals. All the recitals in
above are
determines
true and correct and this Office
and represents.
this Resolution
Board so finds,
Section 11. Designation as Qualified Tax-Exempt Obligation.
The Office Board hereby designates the Notes as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
Section 12. Action Re Qualified Tax-Exempt Obligation.
Appropriate officials of the Office are hereby authorized and
directed to take such other actions as may be necessary to
designate such Notes as "qualified tax-exempt obligations,"
including, if either deemed necessary or appropriate, placing a
legend to such effect on the form of Note in such form as either
deemed necessary or appropriate.
Section 13. Transmittal of Resolution. The Clerk of this
Board is hereby directed t
Resolution to the County Board
and the County Superintendent
o send a certified copy of this
of Supervisors, the County Treasurer
of Schools.
88580\00001\7967.3 g
9.03h
PASSED AND ADOPTED by the Board of Education of Butte County
Office of Education this 22nd day of February, 1994, by the
following vote:
AYES : G ~+4 -U ~ n~ ~ v x~-s s ~ +~ , N-o w ~e `r-7-~ 3 2~ ~ ~ ~} ~ ~ , ~ ~ 2 v u r ~ u S, L.. ~ ~ ~ s e y
NOES : 1~10N~
Attest:
r ~`
~ ; ;.
C:I e rk ~'B cn'a r`d' ~o~'~ E clu c a~`i~exi
Butt, County Office of
Education
president, Board of Education
Butte County Office of
Education
88580100~fl1\7U5'7.3 9
9.03i
EXHIBIT A
BUTTE COUNTY OFFICE OF EDUCATION
COUNTY OF BUTTE
STATE OF CALIFORNIA
1994 TAX AND REVENUE ANTICIPATION NOTE
Registered No.
Registered Owner: CEDE & CO.
FOR VALUE RECEIVED, Butte County Office of Education (the
"Office"}, County of Butte, State of California, acknowledges
itself indebted to and promises to pay the Registered Owner hereof,
at the office of the Treasurer of the County of Butte the principal
sum of
DOLLARS ($
in lawful money of the United States of America, on March
1995, together with interest thereon at the rate of
PERCENT ( o }
per annum in like lawful money of the United States of America from
the date hereof until payment in full of said principal sum. Both
the principal of and interest on this Note shall be payable only
upon surrender of this Note as the same shall fall due; provided,
however, no interest shall be payable for any period after maturity
during which the holder hereof fails to properly present this Note
for payment.
It is hereby certified, recited and declared that this Note is
one of an authorized issue of Notes in the aggregate principal
amount of Dollars ($ }, all of
like date, tenor and effect, made, executed and given pursuant to
and by authority of a resolution of the Board of Supervisors of the
County of Butte duly passed and adopted on March 8, 1994 and a
Resolution of the Board of Education of the Office duly passed and
adopted on February 22, 1994 under and by authority of Article 7.6
(commencing with Section 53850} of Chapter 4, Part 1, Division 2,
Title 5 of the California Government Code, and that all acts,
conditions and things required to exist, happen and be performed
precedent to and in the issuance of this Note have existed,
happened and been performed in regular and due time, form and
manner as required by law, and that this Note, together with all
other indebtedness and obligations of the Office, does not exceed
any limit prescribed by the Constitution or statutes of the State
of California.
88580~'J0001\7967.3 A - I
4.a3~
The principal amount of the Notes, together with the interest
thereon, shall be payable from taxes, income, revenue, cash
receipts and other moneys that are received by the Office during
fiscal year 1993-1994. As security for the payment of the
principal of and interest on the Notes the Office has pledged an
amount equal to seventy-five percent t75o) of the principal amount
of the Notes from the unrestricted revenues received by the Office
in ar attributable to the month ending May 31, 1994; and an amount
equal to twenty-five percent (25%) of the principal amount of the
Notes from the unrestricted revenues received by the Office in or
attributable to the month ending June 30, 1994; plus an amount
which will be sufficient to pay interest on the Notes at maturity
from certain deposits made from proceeds of the Notes, as further
described in the above-described resolutions (such pledged amounts
being hereinafter called the "Pledged Revenues"); and the principal
of the Notes and the interest thereon shall constitute a first lien
and charge thereon and shall be payable from the Pledged Revenues,
and to the extent not so paid shall be paid from any other moneys
of the Office lawfully available therefor.
IN WITNESS WHEREOF, the County of Butte has caused this Nate
to be executed by the Chair of its Board of Supervisars by
facsimile signature and by the Treasurer and Tax Collector by
manual signature and countersigned by the Clerk of the Board of
Supervisors by facsimile signature and has caused a facsimile of
its official seal to be printed hereon this day of
1994.
COUNTY OF BUTTE
By
Chair, Board of
Supervisors
By
(SEAL)
Countersigned
By
Clerk, Board
of Supervisors
Treasurer and
Tax Collector
aasao~ooooi~~9~7.i A - 2
9.03k
QUALIFIED TAX-EXEMPT OBLIGATION
This Note has been determined to be a "qualified tax-exempt
obligation" within the meaning of Section 265(b){3) of the Internal
Revenue Cade of 1986, as amended, by resolution of the Office.
ri85H0\OO~C 1\7967.3 A-?
EXHIBIT C
OFFICIAL NOTICE OF SALE
BUTTE COUNTY OFFICE OF EDUCATION
COUNTY OF BUTTE, STATE OF CALIFORNIA
1994 TAX AND REVENUE ANTICIPATION NOTES
(Bank Qualified)
NOTICE IS HEREBY GIVEN that separate sealed proposals as well
as telecommunicated proposals will be received by the Treasurer and
Tax Collector (the "Treasurer") of the County of Butte {the
"County"}, at the office of Government Financial Strategies, Inc.,
1228 N Street, Suite 13, Sacramento, California 95814, telephone
number (916) 444-5100; and facsimile number (916) 444-5109, on
Wednesday, March 9, 1994
at the hour of 9:30 A.M., California time {unless prior notice to
the contrary is given by the Treasurer, in which case proposals
will be received the following Wednesday at the same time and place
and each Wednesday thereafter until such time as a bid is awarded
or notice to the contrary is given), for the purchase of the 1994
Tax and Revenue Anticipation Notes (individually and collectively,
the "Notes"), more particularly described below.
ISSUE AND DENOMINATION: The Notes are a separate and distinct
issue in the principal
follows:
amount of $ designated as
"Butte County Office of Education, County of
Butte, State of California, 1994 Tax and
Revenue Anticipation Notes".
FULL BOOK ENTRY: The Notes, when delivered, will be
registered in the name of Cede & Co., as nominee of The Depository
Trust Company, New York, New York. The Depository Trust Company
("DTC") will act as securities depository of the Notes. Individual
purchases will be made in book-entry form only, in the principal
amount of $1,000 and integral multiples thereof. Purchasers will
not receive certificates representing their interest in the Notes
purchased.
DATE AND MATURITIES: The Notes will be dated the date of
delivery, and will mature on March 1995.
INTEREST RATE: The maximum interest rate bid may not exceed
five percent {50) per annum, payable upon maturity of the Notes.
Bidders must specify the rate of interest which the Notes bid upon
will bear, provided that (i) the Notes bid upon will bear the same
eesao\ooooi\~9s~.s C - 1
interest rate; (ii) no Note will bear more than one rate of
interest; (iii) the Notes bid upon will bear interest from its date
to its stated maturity at the interest rate specified in the bid;
and (iv} the interest rate specified must be in a multiple of
1j1000 of one percent {10) Interest will be computed on a 360-day
year basis.
REDEMPTION: The Notes are not subject to call and redemption
prior to maturity.
PAYMENT: Both principal and interest are payable in lawful
money of the United States of America at the office of the
Treasurer and Tax Collector of the County of Butte in Oroville,
California, as Paying Agent, to DTC, which will in turn remit such
principal and interest to the beneficial owners of the Notes
through DTC`s Participants, as described in the Preliminary
Official Statement.
PURPOSE OF ISSUES: The Notes are a separate and distinct
issue to be issued by the Board of Supervisors (the "Board" ) of the
County of Butte, in the name and on behalf of the Butte County
Office of Education (the "Office"), and the Notes are authorized
pursuant to the provisions of Sections 53850-53858 of the
Government Code of the State of California and the provisions of a
resolution of said Board, for any purpose for which the Office is
authorized to expend moneys.
SECURITY: The Notes are obligations of the Office on whose
behalf such Notes are issued and as security for the payment of the
principal of and interest on the Notes, such Office has pledged an
amount equal to seventy-five percent (750) of the principal amount
of such Office's issue of Notes from the unrestricted revenues
received by such Office in the month ending May 31, 1994, and an
amount equal to twenty-five percent (254) of the principal amount
of such Office's issue of Notes from the unrestricted revenues
received by such Office in the month ending June 30, 1994, plus an
amount sufficient to pay interest on the Notes at maturity from
certain deposits made from proceeds of the Notes. By statute, the
Notes of each issue are declared to be a general obligation of the
Office an whose behalf such Notes are issued and to the extent not
paid from such pledged moneys will be paid with the interest
thereon from any other moneys of such Office lawfully available
therefor. Under provisions of the California Constitution, each
office of education is generally prohibited from incurring any
indebtedness or liability exceeding in any year the income and
revenue provided for such year, without the assent of two-thirds of
its qualified electors voting at an election called for such
purpose.
aasso\ooooi\~9s6.s C - 2
TERMS OF SALE
HIGHEST BID: The Notes will be awarded on the basis of the
lowest true interest cost ("True Interest Cast"} including premium
offered in the proposals for such issue of Notes. No bid for less
than par and accrued interest, if any (which interest will be
computed on a 360-day year basis}, will be accepted. In the event
two or more bids setting forth identical interest rates and premium
per dollar principal amount are received, the County reserves the
right to exercise its own discretion and judgment in making the
award and may award the Notes an a pro rata basis in such
denominations as the Treasurer shall determine.
RIGHT OF REJECTION: The County reserves the right, in its
discretion, to reject any and all bids and to waive any
irregularity or informality in any bid.
PROMPT AWARD: The Treasurer, or his authorized designee, will
take action awarding the Notes or rejecting all bids for the Notes
not later than 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.
DELIVERY AND PAYMENT: It is estimated that delivery of the
Notes will be made to the successful bidder at The Depository Trust
Company, on March 17, 1994 in New York City. Payment of the
purchase price must be made in the funds immediately available to
the Treasurer. The cost of registering the Notes in the name of
Cede & Co., as nominee of DTC, will be borne by the successful
bidder. All other costs or fees associated with the sale and
delivery of the Notes, including fees charged by CUSIP Service
Bureau, CDAC, MSRB and PSA, will be the responsibility of the
winning bidder.
CALIFORNIA DEBT ADVISORY COMMISSION FEE: Attention of all
bidders is directed to California Government Code Section 8856,
which provides that the purchaser of the Notes may be charged the
California Debt Advisory Commission fee.
RIGHT OF CANCELLATION: The successful bidder will have the
right at its option to terminate its obligation to purchase Notes
if the County fails to execute such Notes on behalf of the Office
and tender the same for delivery within 30 days from the date of
sale thereof.
THE BIDS: Bids for the Notes must be for all of the Notes of
such issue, and must be for not less than the par value thereof.
Each bid must be either (i) telecommunicated to the financial
advisor by the times specified for the receipt of proposals in
substantially the form attached hereto, or (ii} enclosed in a
sealed envelope addressed to the Treasurer and Tax Collector of the
County of Butte at the office of Government Financial Strategies,
Inc., 1228 N Street, Suite 13, Sacramento, California 95814,
aesac~ooooz~~9s~.a C - 3
telephone number (916) 444-5100; and FAX number (916} 444-5109, not
later than 9:30 A.M. California time on said date of sale, and
endorsed "Proposal for Butte County Office of Education 1994 Tax
and Revenue Anticipation Notes." Each bid must be in accordance
with the terms and conditions set forth herein, and must be
submitted on, or in substantial accordance with, proposal forms
provided by the County.
ESTIMATE OF TRUE INTEREST COST: Bidders are requested (but
not required} to supply an estimate of the True Interest Cost to
the Office on the basis of their respective bids, which shall be
considered as informative only and not binding on either the bidder
or the Board.
BID CHECK: No bid check will be required to bid for the
purchase of the Notes.
CHANGE IN TAX-EXEMPT STATUS: At any time before the Notes are
tendered for delivery, any successful bidder may disaffirm and
withdraw its proposal if the interest received by private holders
form notes of the same type and character shall be determined to be
includable in gross income under present federal income tax laws,
either by a ruling of the Internal Revenue Service or by a decision
of any federal court, or shall be determined to be includable in
gross income by the terms of any federal income tax law enacted
subsequent to the date of this notice.
CERTIFICATION OF REOFFERING PRICE: The successful bidder
shall be required, as a condition to the delivery of the Notes, to
certify to the County and the Office in writing, as of the date of
award, (i} that the Notes were certified to be reoffered in a bona
fide public offering, and (ii} the price at which the Notes were
expected to be sold to the public, in form and substance
satisfactory to the County, the Office and Bond Counsel.
CLOSING PAPERS• LEGAL OPINION: Each proposal will be
conditioned upon the Office furnishing to each successful bidder,
without charge, concurrently with payment for delivery of the
Notes, the following closing papers, each dated the date of such
delivery:
(a} The opinion of Brown & Wood, San Francisco,
California, Bond Counsel, approving the validity of the Notes
and stating that under existing statutes, regulations and
court decisions, interest on the Notes is exempt from all
present State of California personal income taxes and,
assuming compliance with certain covenants and requirements,
is excludable from gross income for federal income tax
purposes (although such interest may be subject to the
corporate, alternative minimum and environmental taxes), a
copy of which opinion (certified by the official in whose
office the original is filed) will be attached to each Note
without cost to the purchaser;
8859 C1,00001~7956.3 C - 4
(b} A certificate of the Office that on the basis of the
facts, estimates and circumstances in existence an the date of
issue, it is not expected that the proceeds of the Notes will
be used in a manner that would cause the Notes to be arbitrage
bonds;
(c} A certificate or opinion of County Counsel that
there is no litigation threatened or pending affecting the
validity of the Notes;
(d} A certificate of an appropriate Office official,
acting on behalf of the Office solely in his official, and not
in his personal capacity, that at the time of the sale of the
Notes and at all times subsequent thereto up to and including
the time of the delivery of the Notes to the initial
purchasers thereof the Official Statement of the Office
pertaining to said Notes did not, and does not, contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statement therein, in
light of the circumstances under which they were made, not
misleading;
(e) The signature certificate of the officials of the
County, showing that they have signed the Notes and impressed
the seal of the Board thereon, and that they were respectively
duly authorized to execute the same; and
{ f ) The receipt of the Treasurer that the purchase price
of the Notes, including interest accrued to the date of
delivery thereof has been received by him.
INFORMATION AVAILABLE: Requests for information concerning
the Office should be addressed to:
Dick Puel
Treasurer
County of
25 County
Oroville,
(916) 538
icher
and Tax Collector
Butte
Center Drive
California 95965-3384
-7443
Paul Raineri
Government Financial Strategies, Inc.
1228 N Street, Suite 13
Sacramento, California 95814-5609
(916) 444-5100
FAX: (916} 444-5109
The Office will provide the successful bidder such number of
printed copies of the Official Statement for this issue as such
bidder may request. Up to l0 copies for each $1 million of Notes
purchased of the Official Statement will be furnished without cost,
88580\00001\795F.3 C - 5
and any additional copies will be furnished at the expense of the
bidder.
Dated: 1994
TREASURER AND TAX COZLECTOR OF
THE COUNTY OF BUTTE
aasao~ooooi\~9s6.3 C - ~
EXHIBIT D
NOTICE OF INTENTION TO SELL
NOT-TO-EXCEED $10,000,000
BUTTE COUNTY OFFICE OF EDUCATION
COUNTY OF BUTTE, STATE OF CALIFORNIA
1994 TAX AND REVENUE ANTICIPATION NOTES
{Bank Qualified}
NOTICE IS HEREBY GIVEN that the Butte County Office of
Education, in Butte County, California (the "County") intends to
offer for public sale on Wednesday, March 9, 1994, not to exceed
$10,000,000 principal amount of tax and revenue anticipation notes
designated "Butte County Office of Education, County of Butte,
State of California, 1994 Tax and Revenue Anticipation Notes" {the
"Notes"), at 9:30 A.M. Pacific Time at the offices of Government
Financial Strategies, Inc., 1228 N Street, Suite 13, Sacramento,
California 95814, {916} 444-5100. The Butte County Treasurer and
Tax Collector {the "Treasurer") will take action awarding the Notes
or rejecting all bids for the Notes not later than 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. If notice to the contrary is given by the Treasurer by
such designated time, proposals will be received the following
Wednesday at the same time and place and each Wednesday thereafter
until such time as a bid is awarded or notice to the contrary is
given.
NOTICE IS HEREBY FURTHER GIVEN that the Nates, dated March 17,
1994, are offered for public sale, subject to the terms and
conditions of the Official Notice of Sale for the Notes. An
Official Statement relating to the Notes will be furnished upon
request directed to Government Financial Strategies, Inc., the
financial advisor to the Butte County Office of Education for the
Notes, at the above address.
Dated:
1994
By:
Treasurer
of
and Tax Collector
Butte County
88580\00001\7956.3 D - 1
PASSED AND ADOPTED by the Board of Supervisors of the County
of Butte this 8th day of March, 1994, by the following vote:
AYES:
NOES:
ABSENT
Supervisors Dolan, Houx, Thomas and Chair McLauKhlin
None
SupervisUr Meyer
By 4 ~ -~~~.;-c, ~, Y,
Chair, Board of pervisors
~i};~i ~ ~~ 1~~~
Attest:
(, f~ !`
,,. .
.Clerk, Board of Supervisors
88580~00001~7956.3 ~ 1