HomeMy WebLinkAbout83-069~ . _ . , !- -.
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RESOLUTI~N OF THE BOARD OE SUPERVIS~RS
OE THE COUNTY OF BUTTE PROVIDING
E4R THE BORROWING 4F FUNDS FQR EISCAL
YEAR I983-~.984 AND THE ISSUANCE OF 1983
TAX ANU REVENLIE ANTICIPATI~N NOTES THEREFOR
RESOLUTTON NO. ~~ ~~
WHEREAS, pursuant to Sec~ions 53850, et se~c., of the
Gov~rnment Code of the State of Califarnza, ~his Boa~d af
Supervisors {the "Board") has found and determined that the
.
sum of Twelve Mi~.lion Dc~~.1.a~s ($3.2,000,Q00} is needed far the
reqt~irements of the County of Butte (the "County") to satisfy
obiigations payable f~om ~he General Fund o~ the County, and
that it is necessary that said sum be borrowed ~or such
purpose a~ this time by the issuance of temporary notes
therefor',in anticipation of the ~eceip~ of taxes, rev~nue and
ather moneys to be rece~.ved by the County for the Genera~.
Fund o~' the County during or allocab].e ta Eiscal Year
I983-1984; and '
' WHEREAS, the County intends ~o borrow, far th~
purposes",set £orth above, Twel.v~ Miilion Dollars
{$12,~00,'000) by the,issuance o£ ~he notes, as hereinafter
de~ined;`'provided, however, that zn ~he event an approving
opin~.on o~ Orrick, Herrington & Sutcli.~fe, A Prvfessional
Corporation ('tBond Counsel"}, as to the notes can only be
del~vered with respect to a smaller ar~ount ~han stated above,
then the',amaunt to be sold by the County shall be reduced to
such smaller amount; and
' WHEREAS, it appears, and the Board hereby finds and
determines, that said sum of Twelve Miilion Doilars
($~2,000,000), when added ta the interest payabie thereon,
does not',exceed eighty-~~ve per cent (85%} of th~ estima~ed
amount of the uncoZlected taxes, revenue and other maneys of
the County for the General Fund o~ the County attributable tp
Eiscal Year 1983-1984, and available for the payment o~ sazd
notes and the interest thereon; and
, WHEREAS, pursuant to Section 53856 of the
Government Code of the State oE CaliEornia, certain revenues
which wil~ be receiv~d by the County for the General Eund of
the County during and at~ributable to Fiscal Year 1983-1984
can be pledged £o~ the payment af said notes and the i~~erest
thereon "(as hereinafter provided);
" SdHEREAS, Bank of America National Trust and Savings
Assoc~atxon (he~ein called the "Uriderwr~ter") has subm~tted
an offer'to purchase said notes and has submit~ed a£arm o£
Contract',o£ Pu~chase (herein called the "Contract of
Purchase") to the Board;
' WHEREAS, ~he County has been advised by the
Underw~zter that ~t is anticipated that a large amount of
short-term obligation~ wiil be issued by pub~ic agencies in
early Ju~y, 1983 and to be relatxve~y certain of getting th~
' 2
s
notes to' market, it is desirable and in ~he best interest of
the County to enter into a Contract of Purchase at this time,
in order to have a commitment from an underwriter; and
WHEREAS, the Board concur~ in the advice of the
Underwriter.
NOW, THEREFORE, th~ Board hereby finds, determznes,
declares' and r~salves as £ol~ows:
Section Z. AZl af th~ recita~s herein set forth
a~e ~rue' and correct, and the Board so finds and determines.
Section 2. So~ely £or ~he purpose o£ anticipating
~axes, revenues and other moneys ~o be received by the County
for the General Fund of th~ County during or allocab~e to
• Ezscal Y~ar I983-1984, and not pursuant ta any common plan af
financing, the County hereby determines to and shall borrow
~he aggr;egate principal sum o~ Twelve MilZion DoZ~ars
{$12,000',0~0} or such lesser amount as ~o which Bond Counse~
can deliver an opinion, by the issuance of temparary nates
under Sectians 5385~, et seg. o£ the Govarnment Code o£ the
State o~'Cali£ornia, designated "County a£ Butte, CaZifornia,
1983 Tax!and Revenue Anticzpation Nates" (the "notes"}, to be
numbered?fram ~. consacutively upward an order of issuance, to
be in th~ denomination of $5,000, $~.Q,oao, $25,000, $50,000
or $100,004, or any combination thereo£, as speczfied by ~he
Underwriter as prav~.ded in ~he Contract of Purchase, ta be
dated their date of issue, to mature (wi~hout option of priar
redemption) on June 29, 1984 and to bear interes~., payable a~
3
maturity and computed on a 36~-day year basis, at the rate ar
rates determin~d in accardance w~th the Contract of
Purchase. Both the prancipai af and int~rest on th~ notes
shall be payable, onZy upon surrender ~hereof, in lawfui
money of the UnitEd States of America, at the principal
office of the Bank of America Nationa~ Trust and Savings
Association, in Los Ange~es or San Francisco, Cali£ornia, or,
at the option a~ the holder, at the p~incipa~ office of
Bankers'Trust Company in New York, NEw York. The notes will
be sold'~o Underwriter on such terms as contazned in the
Contract of Purchase.
' Section 3. The notes shall be issued wzthvut
coupons and ~hall be substan~ially in the farm and subs~ance
-- --~- set ~forth in Exhibit A attached her~~to and by reference
incorpo~'a~ed h~r~in, the blanks in said form to be £ilZad in
wi~h app`ropr~.ate words and figures.
Section 4. Th~ Cont~ac~ of Purchase f~r ~he
purchase'of the Notes is hereby accep~ed, and the Chairman of
the Board, or, in his ab~ence, the Treasurex of the County,
is hereby authorized and directed to ~x~cute and deliver said
Con~ract'of Purchase, for and in the name and on behal£ of
the Boarcl, substan~ially in the £orm attached as Exhibit B
hereto . '
S~ctaon 5. The moneys so borrowed sha~.l ba
deposited in the General Fund of the County and used and
expended by the County for any purpose ~or which i.t is
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autharized to expend funds from the Genera~ Fund of the
County. '
Section 6. The principal amount of the notes,
together'with the in~erest thereon, sha~~ be payable from
~ax~s, revenue and o~her moneys which a~e received by the
County for, or deposited by the County in, the Genera~ Fund
of the County for Fiscal Year 1983-1984. As security £or ~he
payment o~ the principal of and int~rest on the notes the
Caun~y her~by pledges: (i) the ~irst ~4,00~,~0~ of
"unrestricted moneys", as hereina£ter defined, ta be received
during D~c~inbar, Z983, (ii) the ~irst ~2,QQ0,000 of
un~estricted moneys to be r~ceived during January, 1984,
{iiz) the firs~ $1,500,000 of unrestricted maneys to be
received'during March, ~984, and (iv} the first $4,500,000,
together'with an amount su~£icient ~o pay in~erest on the
notes, of unrestricted moneys to be received dur~ng Apri~,
1984, (such pledged amounts being hereinafter caZled the
'iPledged"Revenues"), and ~he pr~ncipal o£ the no~es and ~he
interest thereon shaiZ constitute a first iien and charge
thereon and shalZ be payable from the Pledged Revenuas, and
to the ext~nt not so paid sha3.]. be paid frorti any other moneys
af the Couzzty lawfully availabl.e there£ar. In ~he event that
the amount of notes sha11 be 1.ess than $12,~00,000 in
principa2 amount, ~he amount ~o be pledged during each period
~hall be'reduced pro rata. In the event that there are
insu£ficient ~ttoneys rece~.ve1 by the Caunty to permit th~
deposit into the Repaym~nt Fund, as hereinafter de€ined, o£
S
the full`amount of ~h~ Pledged Revenues to be deposited
d~r~ng any month, by the next ~o last business day of such
month then the amount of any defici~ncy sha~l be ~atisfied
and madelup from any other maneys of th~ County law£ully
avai~able far ~he repayment o~ the nates and inte~est
therean.' The term "unrestr~cted moneys" shall mean taxes,
income, revenue, cash receipts, and other moneys, intended as
~eceipts''for th~ General Eund of the County and which are
generally avaiiable for the paymen~ of current expenses and
ather ob'ligat~ons a£ the County.
Section 7. The P1edg~d Revenues shall be deposit~d
by the Coun~y with and he~d by Bank of America Nat~ona~ Txus~
and Savzngs Association, San Erancisco, California, which is
hereby appointed fiscal agent £or the ndtes (~he '~Fisca~
Agent"),'in t~ust, in a special fund designa~ed "1983 Tax and
Revenu~ Anticipation Nate Repay~nent Fund" ~hereinafter
re£erred"to as the "Repayment Fund"} and app~ied as directed
in this Resolution. Any money depositad by the Fiscal Agent
in the Repaymen~ Fund shaZ1 be for the bene~it o£ ~he holders
of the notes, and unt~~ the notes and all interest the~eon
are paid'or untiZ pravision has been made £or the payment of
the notes ~~ maturity with int~rest to maturity, the maneys
in the Repayment Eund sha~~ be applied only for ~he purposes
for which the R~payment Fund was created. ~unds he~d by the
, Fisca~ Agent in the Repayment Fund shaZl be he~d pursuan~ to
the Fiscal Agent F~.greement referred ta in Section ~1.
6
Erom the data this ResoYu~ion takes effect, ail
Pledged Moneys shali, dur~ng the months in wh~ch received, be
paid to'the Fisca~ Agent £or deposit in the Repaytnent Eund.
an June'29, 1984, the moneys zn the R~payment Fund shaZl be
used, to the extent necessary, to pay th~ principal of and
interest an the notes. Any maneys remaining in the Repaym~nt
Fund aft~r the notes and the interest thereon have been paid,
or provi"sion far such paymen~ has been mad~, shall be
transfer;red to the County for deposit in its Gene~al Fund.
Moneys ~n ~he Rapaym~nt Fund ~hall be invested as
permitted by California Governznent Code Sectipn 535a1, ~xcept
~ha~ no moneys sha~~ be invested ~n inves~ments permztted by
subsecti'ons (c), (g), (h} and (i) (ta the ex~ent that
subsec~zvn (i} applies ~o rever~e repurchase agreements} of
Sectian 5360~ of ~h~ Cal~£o~nza Governm~nt Cnde, and no ~uch
inv~stments shall hav~ a maturity date ~ater than the
maturity;da~e af the notes. The proceeds of any such
investmen~s shall be r~tained by the Fiscal Agent in the
Repaymen~ Fund unti~ aZZ of the not~s have been fully paid,
at which time any excess amnunt shalZ be paid to the Gene~al
Fund of the County. ~
Section 8. The T~easurer af the County is hereby
autha~ized to szgn the nates, and the Cle~k o~ the Board o£
Supervisors of the County is hereby authori2ed to co~ntersign
~he same'by use of his facsimi~e signa~ure a~d to affix the
seal af the Board thereto by facsimile impression therea£.
7
Said o£ficers are hereby authorized to cause the nlank spac~s
thereof 'to be filied in as may be apprapriate, and to deliver
the nates to the Underwr~ter in accordance with the Contract
of Purchase.
Section 9. I~ is hereby cov~nanted and warranted
by the Coun~y that all representations and ~ecita~s contaaned
in this r~solutian are true and correct, and that the County,
and its appropr~ate officia~s, have du~y taken all
proceedings necessary to be taken by ~hem, and w~ll tak~ any
addit~onal prac~edzngs nece5sary to be taken by ~hem, ~or the
levy, CoiieGt~o~ and en£orcement o£ the ~ax~s, revenue, cash
~eceipts'and other moneys pledged h~reunder in accordance
with ~aw'and for ca~rying out the provisions of ~his
resolutzon.
Section 10. The Board, as issuer of the no~es on
behalf of the Coun~y, hereby covenants tha~ zt will make no
use of ~he proceeds af the notes which would cause the notes
to be "arbitrage bonds" under Section 103{c) af the Interna~
Revenue Cade o~ ~954, as amended; and, to that end, so long
as any o£ the not~s are autstanding, the issuer, with respec~
to the praceeds o~ the no~es, and al~ a£ficers having custody
o~ control of such proceeds, shalL comply wi~h all
requ~rements of said section and ~he regulations of the
United States Department of the Treasury ~hereunder, to ~he
~xtent that such regulations are, at the ~ime, applicable and
in effect, so that the n~tes wi~l not be "arbitrage bor.ds."
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Section 1~. The FiscaZ Agent Agreem~nt, between
the County and Bank of America National Trust and Savings
Association, a~tached hereto as Exh~bit C, in substantial~y
~he ~orm'presented to this meeting, zs her~by approved. The
Treasurer of the County is hereby authorized and di~ected to
execute said Fiscal Agent Agreement and to execute any other
documents required to be execu~ed th~re~nder.
i PASSED AND ADOPTED by ~he Board of Suparvisors o£
the County of Butte ~his 2bth day a£ April, 19$3, by ~he
following vote:
AYES: Supervisa~s Do1an, Wheeler, Mo.se~ey, Saraceni & Fulton
NOES: None
ABSENT: None
ABSTAZN:;None
hai man af the Boa~d of Supe~~ors
of he Coun~y of Butte ~
{Seal)
A t
lerk of?the Bo f Supervisors
o£ '~he County o£ Butte
9
Exxzs~~ A
COUNTY OF BUTTE, CALIFORNIA
~983 TAX AND REV~NUE ANTICZPATI~N NOTE
No.
FOR VALUE RECEiVED, the County of Butte {the
"Coun~y"}, State of Cali~ornia, acknowledges itseif indebted
to and promis~s to pay to the bearer hereof, at ~he pr~ncipal
o£fice vf Bank o£ America Nationa~ Trust and 5avings
Assnciation in San Francisca or Los Angeles, Califoxn~a, or
at th~ pr~ncipal office of Bankers Trust Company in New York,
New York, the principal sum af
DOLLARS ($ )
in law£ul mon~y of the United States o£ Amer~ca, on June 29,
1984, together with in~er~st thereon at the rate of %
per annum`in like law£ul money from the date hereaf until
payment in ~u~l of said principal sum. Both the principal of
and znterest on this note sha~l be payable only upon
surrend~r of this note as ~he same shall ~all due; provided,
hawever, nn interes~ sha11 be payable for any period aft~r
maturity during which the hoider hereo£ ~ails to properly
pre~ent this note for payment.
It is hereby ce~~ified, r~citied and deciared that
this nate is one of an authorized issue o£ no~es in ~he
aggregate principal amount o£ Mil~ion Dollars
($_,OOQ,000), al~ af like tenor, made, executed and given
pursuant to and by authari~y o£ resolutians o€ the Board af
Supervisors o£ the Caunty duly passed and adopted on
April 25, 1983, under and by au~hority af Article 7.6
(commenczng with Sect~on 53850) oF Chapt~r 4, Part 1,
Division 2, Title 5, California Government Code, and that all
acts, canditions and things required ~o exist, happen and be
perFarmed precedent to and in tihe issuance of this nate have
existed, happened and been performed in regula~ and due ~ime,
form and ~anner as required by law, and that this not~,
together wi~h a~~ oth~r indebtedness and obligations o£ the
County, d:o~s not exceed any limit prescribed by the
Constitution o~ statutes of the State of CaZifornia.
The principal amount o£ the notes, together with
~he interest thereon, shall be payable £rom taxes, revenue
and other maneys which are r~ceived by the County for the
General Fund o~ the Gaunty for the Fisca~ Year 1983-1984. As
security for the payment of the p~incipal af and interes~ on
the notes the County has pledged: {i} the first
S of "unrestricted moneys," as hereinaf~e~
defined, to be received during December, 1983, (ii) the first
S
o£ unrestricted maneys to be received during
January, 1984, {iii) the first $ of
2
unrestricted moneys to be received during March, 1984, and
(iv) ~he £irst $ , together with an amount to
pay interest on the notes, of unrestricted moneys to be
recezved during April, 19$4, (s~ch p~edged amount being
hereinafter called the "Pledged Revenues"}, and the principal
of the no~es and the interest thereon sha11 consititute a
f~rst lien and charge thereon and shal~ be payable from the
Pledqed Reve~ue~, and to the ex~ent not so paid shall be paid
from any ather moneys af the~County lawfully available
therefor. The term "unrestricted mnneys" sha~~ mean ~axes,
income, revenu~, cash rECeipts, and other moneys, intended as
receipts for the General Fund o~ the County and which are
generally available for the payment of current ~xpenses and
other ob~igatians of the County.
IN WTTNESS WH~REOF, the Coun~y of Butte has caused
this note to be executed by th~ County Treasurer and
cauntersigned by the Ci~~k of th~ Boa~d of Supervisors o~ the
County, and caused its of£icial s~al ~a be affixed hereto
this day of , 1983.
COUNTY OF SUTTE
By
Treasurex
(SEAL)
Countersignad:
Clerk o£ the Baard oF Supervisars
~
,_ . . - ,
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i ~12,000,000
, COUNTY OF,BllTTE
~ STATE OF'~CALIFORNIA .
~983-$4 TAX A~iD R~1lENUE RNTICI~ATION ~[OTES .
CONTRACT OF PURCHASE
~. . .
~ ~. Apri ~ 26, 7983
~ Board of S~pervisors
Coun~y af Bu~te
, OroviZle, CaTiforn~a
Ladies and GentTemer~:
7he.u~dersigned (t~e "UnderwrT~er"), acting on behalf of ourse7ves,
,.
~ offer ta enter into th~s agreement wTtn ~n~ Co~n~y of 8u~te, CaTifornia
(the "Coun~y"), Vrhich, upon your acceptance hereof, wi7I be hinding upon
,
~he Cot~nty and the Underwr~iter. ~~`his, affer. is,made subject to the
wrztten accep~ance of th#5 Contract of Purc~ase ("Cantract of P~rchase"}
by the Coun~y and ~he delivery of such acc~~tanc~ to ~s at or prior to
5:00 R.M., Pacif~c T~r~e, on the date hereof.
1. (a) Purchase and Sa~e af tf~e ~lotes. ilpan ~~he ~err~s ar~d..
condTtTans ar~d in reliance ~pon the represer~tatians, warranties and
agreements herein set ~orth, we f~ereby agre~ to purct~ase from ~t~e Caunty
far reoffering to th~ p~blic, and the County h~r~l~y a~rees ta seil ~a the
U~derwrit~r for such purpose, all (but not ~ess t~an al~) of ~12,Oa0,000
~n aggregate pr~nci~a7 amoun~ of ~~e County's i983-84 Tax and Revenue
-I~
An~icipation No~~s; provided, ~owever, that such aggregate princzpal amou~~ of
Notes shaTI not exceed an amount wh7~ch~in the opinion af OrrTCk, Herrington &
SutcTiffe, A ProfessTOnaI Corporation, {"Bond Counse7") wi~i quaTify for the
temporary per~od.~nvestment prov7ded ~~ Treasury Regu7ation S1.T03-14(c~ as in
effect an March 28, I983. The ~otes ta be soId by the Caunty are herein
caTled the Nates. The ~ates sha1T bear inter~s~ a~ a rate determined in
accordance with Exh~bit A~ereta. The aggregate purc~ase price to be ~afd by
the ~nde~writer for the ~o~es sha~1 be T~O~ of the aggregate prznci~al a~aun~
thereof,Tess a disco~nt of ~50,OOQ, p7us accrued interes~, ~atwiths~anding
a~ything ta the co~trary herein contained, in ~he even~ that ~he pr~~c7pa]
amaunt of Notes as to Ylhic~ Bond counsel can render an approv7ng op~nion 7s
~ess ~han $4,000,000, t~en t~~ County~n~ed no~ se11 the ~otes and the
Underwri~er need not p~rchase the Notes and th~ abl9gatians of t~e County a~d
,
~~e Und~rwriter h~r~under shall~termi;nate a~d be o~ no ~ur~~er force or
~
effect, exce~~ with respect to the abJiga~ians of the Caunty and the
Underwriter under 5ec~7o~ 1] hereof. ,
(b) Del~vered to you h~retirith is a cer~if~ed or cashier's chec~
payabTe ta the order of the County zn the su~ of ~fOp,000"as a good-faith
deposit for the perfarmance o~ th~ ~nderwriter of ~ts obl~gation to accept an~
pay for the Ho~es at the Closing in accordance with the provisians of this
Con~ract af Purchase. Such c~eck s~aT1 ~~ h~ld by you uncashed un~~i t~~
Clasing ~nd, upon co~plia~ce wi~h s~ch obligat~fln by us, such c~eck sha7T ~e
returned to ~s at the Clos7ng. ~n the event you do no~ accePt this af~er,
~
suc~ checK shalI be Tm~~diately returned ta us. In the even~ of yaur faitur~
~2_
~o del~ver ~he No~es at ~he CZosing, or if you shall be unable to sa~isfy
~he conditZans to our obligat~on co~tained herein {unTess s~ch condit~ons
are wazved by us), or if our abi7gation shall be terminated far any
reason perm7~ted hereTn, such check shall be imnediateTy returned to us ~
and such return sha~T constitute a fu1T reiease and discharge of a11
claims by us against the County ar~si~g out af the ~ra~sactions
con~emplated hereby. In ~he event tha~ the Underwriter fails (ather than
for a reason permit~ed herez~} to accept and pay for the Notes a~ th~
Ciosing as here.in prov~ded, ~he proceeds of such check shall be re~az~ed
by you a~d appl~ed by you toward damages for such failure and for any
defau~~s hereunder an our par~. ,
. 2, The Ho~es. The Nates shall ~e ~s descrzbed ~n, and
shall be issued a~d secured pursuant to the provisions of R~so7utian
Ho. of the Coun~y adapted on aprTZ 26, 1983 (the "Na~e
~
Resolution") and Art~c7e 7.6, Ct~apter 4, Part 1, Div.ision 2, Tit1e 5
(commer~cing with Section 53850) af the CaTifarnYa Government Code (the
~~,qct" )
_ ,
3, Use of Doc~aments. The County hereby au~horiz~s the
~Jnderwriter ta ~se, in-cannec~ion w~t}~ the off~r and saTe of the Notes,
th3s Contrac~ of P~rchase and an O~ficiaT Stater~ent ~~ a forr~ ta be
jo~ntly approved by ~he County and the Underwr~ter (wh~ch, together with
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ai~ appendices thereto and wzth such cha~ges therein a~d supp~emen~s
ther~to as are conse~ted ~o by the ~~derwrTter, is herein cailed the
"4fficial Statement"}, the Note Resoiution'and a1T in~armation cantained
herein and therei~ and a1I of ~he doCUmen~5~ cert~fica~~s or s~ate~en~s
furnished by t~e County to ~he ~nderwriter in cannect~on with the
transactions cantemplated by ~h~s Can~ract of P~rchase.
4. PubIic Offering af the Notes. The UnderwrTter agrees to
make a bona ~i~e pub7ic offerTng af a17 the Notes at the 7nit~ai pubI~c
vfferin~ pr~ces or yields to be se~ ~orth an th~ caver page of ~h~
Official Statement. Subsequent to such ini~Tal publ~c aff~ring, we
~.
reserve the r7gh~ to change such initial ~ubI~c offering price ar yie~ds
as we d~em necessary in connectian with the mar~~tirtg of tft~ ~Iotes. -
~
5. Delivery a~ Off~cTal Sta~emen~. A~ least one weeK priar
to the Clos~ng you shaiI de~TVer to ~h~ Ur~derwriter.3 copies af ~he
Offic~ai 5tatemer~~ fn the form satis~'actory t~ the Underwr~~er, duly
executed or~ beha7f of the Coun~y, and a prompt~yas pract7cal thereafter,
. ,
s~ch reasonabTe number of confarmed cop~es as the i~nderwriter shall
req~aest. !~e agree that w~ wiil no~ can~irm the sale a~ any P~otes ~anless
t~e con~'ir~a~Tan of sale is accampan7ed ar preceded by th~ deiivery of a
copy af the Off~c7a1 Statement.
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b. Cio... si~g. At.T0:00 A.M., Pacific Time, on t~e Iater of
(a) Ju]y 5, 1983 ar (b) the ten~h b~s7ness d,ay foI~ow~n~ t~e date on
wh~ch ~he ratzng referred ~o in CIause (4~)~ of Section 9(£~ hereof sha11
have been obtai~ed, or a~ s~ch other tTme ar on such Tat~r date (b~t not
~ater than July 28, I983) as sha11 have b~en mutually agreed upon by you
a~d ~s (~he °C7osin~"), you wiZ~ deliver to us, at ~he off7ce af Band
Gounsel in San Francisco, Calzforn7a or at such other pTace as we may
mu~uaTly agree upon, the ~otes z~ defini~~v~ form duTy executed, together ~
with the other docu~~nts here~nafter mentioned; and ~re wilI accep~ such
deTivery and pay the purchase pric~ t~ereof in i~m~d7ateTy ava~Table
f~~ds ~o t~e order ot the Caunty. The Notes w711 be made availa~le for
chec~~ng and packaging at the ~Iace af C7osi~g, one b~siness day pr~or to
the Closing. The Notes shal] ~e fn ~~arer farm ~n denominatio~s •
designated by us a~ 1eas~ five busZness days ~rzor to the C1os~~g.
~otwzths~andi~g a~y~hing to ~he contrary herein contained, i~ for any
reason ~vhatsoever the Notes shaIl no~.have~been de7.ivered by ~he County
to the Underwriter przor to the close of busi~ness, Cali~ornia tim~ an
July 28, T983, t~e~ the abligat7o~ of the Issuer'to se17 ~ates her~under
and of the ~nderwri~er ta purchas~ the Notes hereunder shaZ1 ~erminate
a~d be o~ no further force or effec~ except wit~ r~s~ect to the
obTigations of the County and the Underwrit~r under Section 11 hereot.
- 5 -
7. Re rese~tations, ~arranties and A reements of the caunty.
Th~ County hereby represents, ~varra~ts and agre~s tirith the-Und~rwr7t~r
~ha~: ~
~A) T~e County is vaYidly existing as a poli~ical
subdivision of the State of California, with the pawer to issue the Hotes
pursua~t to the Ac~.
{B) (i) A~ or pr7ar ~o the C1os~ng, the County wilT
have taken alI act~on required to be taken by it ta authorize t~e
issuance and del~very of th~ Notes; ~i~) the Co~nty has ~uTl Iegal r~ght,
power and au~hority ta enter into ~his Contrac~ af Purchase and to adopt
the ~ote Resa~u~7.o~ and fuTT Tegal righ~, power and authority to issue ~
and del~ver the Notes ta ~he ~nderrrri~er and ta perform zts obTigations
~
und~r each such documen~ or i~s~rumen~, and~to carry out and effect~a~e
the transactions contempIated by ~his Contract o~ Purchase and the Note
Resolution; (iii) the execu~io~ and delivery or a~o~t~on of, and ~he
performance by the C~unty of t~e oblTgations conta7ned in, ~he Notes, t~e
r
~ote Resalution and this Con~rac~ of Purchase have bee~ duly author~zed
and such authorization shaT1 be in fuil force and e~fect at the ~ime of
the C1os7ng; (iv) ~his Contract af Purchas~ has been duly execu~ed and
de~~vered and cons~itutes a vaIzd and Tega7ly bi~~ing o~]igat~o~ of the
Co~nty; a~d (v) the County has d~Ty authar~zed the consu~matian by zt of
a17 transactions con~emp~ated by this Contract of Purchase.
- & -
(~) ~o cons~nt, approvaT, autharization, order,
.
filing, r~gistra~ion, qua~ificatian; eiec~ion or refer~endur~, bf or by any
persan, prganization, cour~ ar gavernme~tal agency or ~ub~ic bady
wf~atsoever -is reyuired ir~ connectio~ with the issuance, delivery or sale
of the flotes ar the cor~summati.on of ~~ the other transactions e~fected or
car~te~~lated here~n or ~ereby, ~xcept for such act~ans as may be
necessary to ~e taken ~Q qualify ~he ~fotes for.offer and saTe under the
B1u~ Sky or other securities Iaws ar~d reguIations of such states and
jurisdictions of the Unzted S~ates as ~he Under~writer may d~s~gnate.
(D) The Co~nty h~as complied in a1T r~s~ects with the
Act.
~ .~ . ' .
(E) :The issuance af ~1~e=Nates, the ex~cution, delivery
and performance o~ ~his Congract of Purchase, ~~~ Note Resolutfon and the
~io~es, and comp~iance vrith the provis~ons ~ereof and~thereof do not
confZzc~ with ar cons~itute on th~ part•af the~Co~nty a vioZat~on o~ or
defa~~t under, the cons~itution o~ the S~a~e of Caiifornia or any
existing iaw, c~arter, ardir~ance, regulat~on, decree, order or res'oZut~on
and do not conf~ict wxth or resu~~ in a v~olatian or breach of, or
cons~itute a defau~t ur~der, any agreement, inden~ure, mortgage, lease or
other instrumer~t ~o w~ich ~he County is a par~y or by which ~t is bound
or to whicF~ it is subject.
- l -
~F? As of ~he time af acceptance ~ereof, na action,
suit, proceeding, hearing or Tnvest~gation 1.s pending or (~o ~he
k~owledg~ af the Coun~y) threatened agaTnst th~ County: (i} ~~ a~y way
affecting the existence of the Ca~n~y ar zn a~y way chaT7enging t~e
respective powers af the severa7 aff7ces or t~e titTes o~ the officiaTs
of the Coun~y to such of~ices; or (ii) seeking to restrain ar ~njv~n the
sa7e, issuance or delivery fl~ any af ~~~ Notes, ~he appTication o~ t~e
~roceeds of the sale of the Notes, or the col~ec~fan a~ reve~ues ar
assets o~ the Cau~~y p~edged or to be pTedged or avaiZabTe to pay t~e
princzpa7 of and ~nterest on th~ Notes, or ~he pledge thereof, ar in any
way contesting or af~ec~ing the vaTidity or enforcea~i7ity of the ~otes,
t~7s Contract of Purchase or the Not~ ResoTu~~on, or contesti~g ~~e
powers of the County or zts author~ty wi~h respect to t~e Notes, the ~ote ~
R@50IUt10~ or thzs Contract of Purcha~se; or-{~ii) in wh~ch a~ina7
adverse dec7sion couId (a~ materialIy•adverse7y affect ~he operatio~s o~
~he Coun~y or the co~s~rona~7an of the.transactTOns con~empla~ed by thTs
Co~~ract vf Purchase or ~he ~ote Resolution,.(b) d~c~are thzs Contract af
Purchase to be invalid or unen~orceable in w~al~ or ~n materia7 part, ar
~ r
(c) adverse7y affect the ~xe~ption of the znteres~ paid on the Notes from
Federa~ income and Cal~fornza personal income ~axa~ian.
(&) Be~ween t~e date hereof and the C~osing, wit~o~~
the prior- wr~tte~ co~sen~ af the ~nderwr~~er, the County ~~~I] not have
iss~ed any bonds, no~~s ar other a~l~gat~ons for borrowed ~oney except
~or such borrowings as ~ay be descr~bed f~ or contemplated by the
Official Sta~emeant. .
-8-
(H) The County has nat been not~fied of any Tisting ar
propased Tis~fng by the In~er~al Reuenu~ Service ta the effect that the
Caun~y ~s a bond issuer whose arbY~rage certitTCa~~s may not be rel7ed
u~on. -
(I} A~y~certifica~e signed by any offzcer af th~
Coun~y and~d~livered to the Under~rriter shail be dee~ed a representa~ia~
and warranty by the County to ~he ~nderwri~er as to the statemen~s made
t~erein bu~ not of the person signing ~he sa~e.
8. ~ovenants of the Caunty. The Co~nty covenan~s and agrees
wzth the llnderwriter ~hat: ~ ~ ~~
(A} The Caun~y wiTT f~rn~sh such,information, ex~cute such
instruments, a~d take such o~her actio~ in.caopera~~on with the
Underwriter if a~d as it may reasonably req~est in arder (i) to quali~y
the ~otes for offer and sa~e under ~he Blue Sky or o~her securities Taws
and reguTations af such states a~d jurisdict~ons'o~ the UnTted States as
~h~ Underwrit~r may designate and (ii) to det~rmin~ ~he eTigibili~y af
the Notes tor investment under the laws of such states and o~her
jurisdictions, and will use its bes~ e~forts to continue such
qualif~catio~s in ef~ec~ so long as requ~red far d7s~r7liu~ion af ~he
Na~es; and
-9-
(B) The County wilT apply the proceeds from the sa7e of the
~otes to t~e Underwriter far ~he p~~pases speci~ied Tn the.Note
Resolution; and
~C) For a p~riod af 90 days after ~he Closing or unti7 such
tTme ~if ear7ier) as the Underwr7ter s~all no Ionger hold a~y of t~e
Notes for saIe, ~he County wi11 (a) not adnpt any a~~ndnent of or
supp~em~nfi ta the OfficiaZ Stateme~t ~o which, af~er havi~g been
fur~ish~d wi~h a ca~y, the Underwr-zter shali abject zn writi~g or w~~ch
shalI be disappraved by the ~nderwrzter and (b) 7f any event reTating to
or affect7ng ~he County sha11 occur as a resuTt a~ which 7~ ~s necessary,
in the opinion af the UnderwrY~~r, ~o~amend ar su~pTement the Official
Statement in order ta make the Officiai S~a~ement no~ m~siea~~ng in ~~gh~ .
of the circumsta~ces existz~g at the ti~e i~ fs ~~Zivered to a purchaser,
~
forthw9th prepare and f~rnish (a~ the.expe~se of ~he Coun~y) a reasonable
number af copies of an amendmen~ of or s~pplement ta t~he Officia7
5tateme~t (in farm and substance satisfactary, to the Underwr~~er) which
wiTl ame~d or s~pp~ement the Off~cia7 Statemen~~so that it wiZl na~
contain a~ untr~e s~atement of a material fact or om7t ~a state a
ma~eriaT fact necessary in order ta make the s~atements therein, in the
1igh~ of ~he cTrcu~stances ex~sting at the tTme the OffzczaT State~ent is
delivered ta a purac~aser, no~ m~sleading.
- 70 -
t
;
(C) ~o decision, rulzng or finding shal] have been entered j
, ~ y,
by any cour~ or governmentaZ authority since.~he date of tt~is Contract o~
, f;~,.
Purc~ase (and not reversed on appeaT ar otherwise set aside) ar, to the ~ :
best knowledge o-F t~e Ca~nty, pending or threat~ned which has any o~ ~he ,
. ~
effects described in c~auses (i), {ii) or (izi) o~ Sect~an 7(F) hereaf ~ -
ar contesting in ar~y way t~e comp7eteness or accuracy of the Officia7 ~
Statement.
(D) No order, decree or ~njunction of any cour~ of
competent j~risdictian, nor any order, ruTing or regula~ior~ of the
Secur~t7es and Exchange Commissian, sha]I hav~ be~n issued or made w7th ~
the purpose or effect of prohibiting the 7ssuance, affering or saIe of
~he ~[ot~s, a~ con~empIated hereby ar~d rro Teg~Sla-~ion sha]i have 6~~~ ~
enacted, or a bzlI favorably reported'far adap~ion, or a decis~o~ by a
ca~rt established under Rrticle III o~ ~he Constit~~ion a~ th~ !lni~~~ ~
States rendered, or a ruTi~g, reguIat~on, proposed-reguiation or of~'icial
. statement by or on beha~f of the Sec~rities and Exchange Cammissfon or
other governmen~a7 agency hav~ng jurisdic~7an of the subject matter sha1l
~ r
be r~ade or issued,-to the effect ~ha~ ~he ~{otes ar any secur~ties of the
County or any simiTar body of the type con~emplat~d herein are`nat exemp~
from the registrat~on, quaIifica~ion or ather requirements of ~he
Sec~r7t~~5 Act of 1933, as a~ended and as ~i~en effect, or af the Trust
Indenture Ac~ of 7939, as anended and as then e~fect;
.. 7 Z _
{g) Cand7tions of Clasin . The ~nderwriter has entered
9n~o ~his Contract of Purchase in rel~zance upon t~e represe~tations and
warrant~es of the County con~ained herein and ~he performance by the
Coun~y of its ob~igations hereunder, both as of the date hereaf and as of
the da~~ of Closing. The ~nderwriter's obTigatio~s under this Contract
of Purchase are and sha~] be s~bject, at the option af ~he Underwriter,
to ~he folZawing further condi~ions as of th~ Closfng:
(A) The represe~tations and warran~ies of t~e ~ounty
conta~ned herezn shall be true, complete and correct in aI~ material
res~ects at the da~e hereof and at and as of the Closi~g, as if made at
and as of the Closing, aRd ~he state~en~s made in a1T cer~~fica~es and
other do~uments delTVered ta ~he Underwr7ter a~ the Closing ~ursuant -
hereto shaI~ be tru~, co~plete and carrect Tn any materia7 resp~cts on
the date of the C1os~ng; and ~he Coun~y sha1~ be in complza~ce w~~h each
o~ th~ agreements made by it i~ ~h~s Gontract.o~ Purchase;
(8) At the time af t~e CTasi~g, ~i) this Contract o~
- ,
Purc~ase a~d the Ho~e R~sfl7utZOn shaT7 be in fuil farce and e~fect and
sha1l not have been amen~ed, modifi~d or supplem~n~ed except as~may have
been agreed to in writing by us; (ii) a1T act~ans under th~ Act which, »
the o~inion of Bond Counsel, shaT1 be necessary 7~ connec~ian with the
tra~sac~ions cantempTated h~reby shaTl have bee~ duiy taken and shaI1 be
in f~Z~ force and e~fect; and ~iiz) the County shalI perfar~ or have
performed aT1 0~ its obTigatzans required under or.speci~ied in t~e Note
Resolutio~, t~~s Contrac~ of Purchase ar the Official Statement to be
~erfarmed at or priar to ~he C1osTng.
- 17 -
(E) At or prior to the date of the Closing, the Underwriter
. ~.
shalT rece~ve three copies of ~he ~oliawing documen~s in each case dated
on an~ as of the CTosing pate a~d sa~isfactory z~ form and substance ta
~he Undervmiter:
, (1) An appraving o~inion of Bond Counsel, as ~o ~~e Notes,
addressed to the County and the Underwriter;
(2) A certif~cate szgned by an appropr~ate Co~nty o~fic~al
: to th~ effect ~hat (i) the representatzons, agreements and warranties of
the Coun~y herein are true and correc~ 7n a1I materTal respects as of the
date of Closing; ~ii) the Caunty has complied with a71 ~he terms of the
~ote Resoiution and this Con~ract of Purchase to be complied wi~h by ~he ~
County prior to or concurrently ~ith ~h~ Closi~g and such documents are
~n fu~l force and ef~ect; (7ii) ~here is ~o act~on, s~it, proc~edfng,
inquiry or investigat~on, at Iaw or in'equity; before or by any cour~ or
~ublic body, pend~~g, or ~o hzs or her.knawledge, threate~ed against the
Coun~y which has any of the effects described in c~auses (~), (i~) or
F r
(iii) af Sectian 7(F') f~ereof ar co~~esting.zn ar~y way the compi~teness or
accuracy of the ~fficial S~atement {but in ~ieu of ar in con3unction w~th
such cer~ificat7an the Under~rriter may, at its sole discretion, accept
certificat~s or opir~ions of ~he Counse~ af t#~e Co~nty or Bond CounseT,
tha~ in the7r opzr~ion the issues ra7sed Tn any such pending or threatened
7~tiga~ion are wzthou~ s~bstance and t~a~ the content~ons af a11
~1a~ntiffs therein are w7thout merit); and (iv} such official has
- I3 -
reviewed the Official S~atement and on such basis cer~ifies that the
Officia7 Statement does not conta~n~~any untrue sta~ement af a mater~al
~act or omit to sta~~ any materTal fact requfred to be stated therein or
necessary to mak~ the s~ateme~ts therein, in Iigh~ of the circumstances
zn w~ich they were made, not misTead~ng;
(3) An arbztrage certTficate af the Coun~y, ~n ~orm
sat7s~actory ta Band Co~~seT, signed by the Treasur~r-Tax Col7ector of
the CountY,
{4) Evidence satisfactory to the Und~rwr~ter that the ~otes
,.
shal7 ~ave been ra~ed MIG-T or MIG-2 by Htoody's Investors Servzces, Inc.,
t~a~ such ra~i~g has no~ been revoked or dawngr,aded and ~hat such rating •
is t~e 5ame rating as was ~s~d ~o det~rm~~e~th~ ~nterest rate ~or the
~
1~o~es pursuant ta Ex~7bf~ A; •
(5) A C~1"~7~7Ca'~~~ toge~her with a fuTly execu~ed capy af
the Hote Resalution, af t}~e CIer[c of the Baard ~f Su~ervisors of the
~ r
County to the effect that: ~
(i) s~ch copy ~s a~rue and carrec~ copy of such i~ote
Resolution; and
(ii) t}~at t~e {~ote Resoiut~on was duTy ado~ted and has
not been mad~fied, amended, rescinded or revo[ced and is 7n fu~I force and
effec~ on the date of C1os~ng; and
- i4 -
` i
~. , -
.
(6) Such addztional Iega1 opinions cert~~'icates,
. .
proceedTngs, ~nstrumeri~s and other documert~s as the Underw~^zter ar Bor~d
Counsel may reaso~a~ly request to ev7dence;camp7iar~ce by the Caun~y w~~h
Iega1 requiremen~s, the truth and acc~racy,~as af the ~Ii~~ Of C~I05inJ, af
;
,
~he representatio~s of the Caunty herein coRtazned and ~he 0~'f~ciaT
Statement and the due pertornance or satisfaction by the Coun~y at or
prior to s~ch time of all agreements then ~o be perfarmed and a11
conditions the~ ~o ~e satisf~ed ~y the County.
If the County shaTT be unable to satisfy ~he cond~tzons to
the Underwriter's oblTgations cflntained fn 'th7s Cor~tract of Purchase or
#f the EJnderwriter's obiigatians shali be terminated for any reason
perm~tted by this Contract of Purchase, th~s Contrac~ of Purchase rtay be
~cancelled by the Underwri~er at, or at any ~Tme prior ta, the ti~ne of
Ciosing. ~I0~1C~ 0'F such cancellatfon'sha~l:be given to the Co~nty fn
writing, or by tel~phane or teiegraph.confirmed in writzng.
Natwithstanding any pravis7an herein to the contrary, the perfarmance o~
any and alI obT~gations af the Cou~ty hereunder and the performance of
F r
any a~d alI cor~ditions conta~ned herein for ~he benef~~ of th~ ~
Underwri~er may be wazved by the Ur~der~vriter ~n writ~ng a~ i~s sole
d~scretfon.
' The llnderwr-iter shaIl a7so have ~h~ righ~ to cancel z~s
oblfgation to purchase ~he Nates, by written natice to the Caunty, if
betweert the date hereof and the CTasing: (~) ar~y event acc~rs or
- 15 -
information becom~s know, which, in the reasonab~e pro~essional judgmen~
.
o~ the Underwriter, makes un~rue any statement o~ a mat~ria~ ~act set
forth in the Official Statemen~ ar res~lts in an om~ssion ta s~a~e a
material ~ac~ ~ecessary to make th~ statements made ~herefn, in Tight o~
the circumsta~ces under which they were made, ~o~ misleadi~g; (ii~ the
market far the Pdotes or the marke~ price of the No~es ar the abilzty of
t~e Underwriter to e~force co~tracts for the sate o~ ~he Notes s~aZl have
been materially a~d adversely affected, in the reasana~Te professzonal
judgme~t o~ ~~e U~derwriter,-by (a) leg~siation e~acted by the Congress
of the Un~ted 5~ates, or passe~ by ~ither House of the Congress, or
favorably repor~ed ~or passage ~o either ~ous~ of Congress by any
Cammitte~ of such House ~o whZCh such iegis~at~on has b~en referred for
consideratian, or by the ~egis~ature of the Sta~e o~ California ~
{"Statet'l, or a decision render~d by a~court'af'the Un7ted Sta~es or th~
State or by the United States Tax Co~rt, or'a•ru7~ing, order, or
regu~a~ion (f~na~ or ~emporary) made by the'Treasury Departm~nt of the
United States or the I~ternal Revenu~ Service~or other Federal or Sta~~
authority, whicl~ would ~av~ the effect of changirig, direc~ly or
~ r
indirectly, the Feder.al ~ncome tax consequ~nces or State tax consequences
o~' interest on ohlfgations of the generaT charac~er of the ~Iotes in the
hands af the ho7~ers thereof, ar (b) any new outbreak of host~Izt~es or
o~her national or internatianaT ca~amity or crises, the effec~ of such
outbreak, caTamity or crises on the financial r~arke-~s of the ~ln~ted
Sta~~s being such as, in the reasanable judgment of ~he Underwri~er,
- 16 -
wo~ld affec~ materzallY a~d adverselY the abilYtY of the Underwriter to
market the Notes, or (c) a general suspension of trading an the New York
Stock Exchange, or fixing of minzmum or maximum prices for trading or
maximum ranges for pr~ces for securities on the New Yark Stock Exchange,
whether by virtUe of a de~ermina~ion by ~~a~ ~xchange or by order of the
Securities and Exchange Commiss~on ar any o~her governm~ntal authority ~
having ~ur~sdict~on, or (d) a genera~ ~a~king mora~orium declared by
ei~her ~ederaZ or State of Cal~fornia or ~~w Yar~ autharit~es having
~urisd~ction; or ~iii? additionaT ma~erial restrictions ~ot in force or
be~ng en~arced as of t~e date hereo~ shal~ have been imposed ~pon trad~~g
~n securities genera~Iy by any govern~ental au~hority or by any national
securi~ies exchange which, in the reasonab~e opiriio~ of the ~nderwri~er,
mater~allY adverse~y affect th~ market price for t~e Notes.
~
10. Conditions ~o Obli atia~s of the County. The
erformance by the County of i~s ob~igations ~s conditioned upon (i) the
P .
p~rformance by the Underwriter of its obl~ga~io~s hereunder; and (ii)
receipt by the County and ~he Underwriter af opinions and certifica~es
~e~~~ d~~ivered at the Closin9 bY persons and enti~~es a~her ~han ~~ie
County.
1~. Ex~es.
ex~~~ses, hereunder,
~a~ ~~e ~]nderwriter sf~a~l pay a~l i~s
incZuding b+~~ not limited ~o the follow~r~g:
- 17 -
(i) the cost of the preparation, pr~nting and deTivery of the ~o~es; (i~)
. ~
the fees, if any, for Note ratings; (~~i) ~he cost of the ~r~nting and
distribu~ion of ~he Of~icial Statement; (~v) any cos~s or expe~ses
inc~rred wi~h any s~gnature company ~ncident to signing the No~es; (v)
the fees payabTe to the CaT~fornia Debt Adv~sory Commissio~; (vi} costs
of preparation a~d reproduction of this Contract of Purchase; (vii)
Fiscal Agent and/or Paying Agen~ fees assaciated wi~h ~h~ ~otes; and
{viiT~ other miscellaneous costs assoc~ated wTth ~he iss~anc~ of the
Notes includzng, but not 1imi~ed to, trave~ expenses of Coun~y officials;
and the ~~derwriter sha1T pay a7T costs and disbursements inc~rred by
~he~ ti~ connec~~on with ~he transaction.
. (b) If the County defau]ts,.~hen ~he Coun~y sha11 pay
a11 the expenses reterred to in Section I~{a) hereof.
(c) The County shaT1 be responsib~e ~or a1~ fees,
charges, and expe~ses o~ Bond Co~nseI..
~ r
12. Notices. Any no~~ce or other corr~ unicatian ~a~be giv~n
under this Contract o~ Purchase (other t~an the acceptance herreof as
spec~fi~d in ~he f~rst paragraph ~ereaf) may be give~ by deliveriny the
same T~ wr~~ing if to the County to the ~reasurer-Tax CalIector of th~
County, ~ounty Admz~zstra~7on Bui~d7ng, Orav~lle, Califarnia 95965-3383,
or if to the Underwriter, ~a Ba~k of Amer7ca ~T&SA, ~55 Californ~a
Stree~, Tent~ FToar, San Francisca, Ca~~fornia 94104, attn. Susan L.Swan.
- I8 -
13. Parties in I~~erest; Surv~val of Re~res~ntat~ans and
Warran~ies. ~hzs Contract of Purchase when accepted by the Co~n~y in
wrzting as heretafore specified shaI~ ca~stitute th~ ~n~~re agreeme~t
between the County and ~he Underwri~er (ir~c~uding ~he successors or
asszgns of any Underwriter). No persan shaI7 acq~ire or have any righ~
hereu~der or by v7rtue hereof. A]1 of the representatio~s, warranties
and agreements af the County fn this Co~trac~ of Purchase shaIi survive
regardl~ss of (a) any Tnves~igatian or any sta~~me~t in respect ~her~o~
made by or on.behalf of the Underwriter, (b) deT~very af and payme~t by
the Underwr~ters for t~e ~otes hereu~der, and (c~ any term~na~7on af this
Contract of Purchase.
, 74. Ex~cution in Counterparts. _~his Contract of Purchase ~
may be execut~d in severaT counterparts eac~ o~ which s~aT1 be regarded
as an origi~al and a11 of Yr~zch shaiT'co~s~~~ute one and ~he same
docume~t.
. ,
- i9 -
]5. A I~cab2e Law. T~e Cantract of Purchase shal] be
interpreted, governed and ~nforced i~ accordanc~ w~th the Iaw of ~he
State of Ca~~farnia, ~~
Yery truly yours,
BANK 0~ AMERICA, I~T d~ SA
By ~~ ~.. lJ~h-~ ~~
The for~gaing is t~ereby agreed tv
and accepted as of the date ~irst ,
above wr'itten: . . '
7HE COUHTY 0~ BtJTTE~ ~
CAt.IFORNIA - .
~y
~ r
•
rk of the Baard of Supervisors
of _~he County o#' Bu~~e
- 20 -
, ~ .
.
.. ~ April 26, 1983
EXHTBIT A ~. ;
The ~~ethod far es~abiishing the ~n~~rest rate on ~he 1983-84
Tax ar Tax and Revenue Antzcipation Hotes s~aTl be as follows:
I) The 1~oody's Investars Servfce, Inc, rating 1n effec~ on
the date of it's reIease must be the same rating.as the
rating i~ effect an ~he date of delivery.
2) "Che ~nterest rate -For the 1~o~es sha7T be estabTished by .
applying ~he percentage sF~own be7ow of U.S. Freasury
Bi11s hav~ng a comparable maturity da~e ~o the ~Iotes
be~ng sol~. . _ :. .
3) The in~erest ra~e for the ~fates shaZ7 be established on
. the secand business day foTlow~ng the da~e the Moady's '
rating is released utiTzz-ir~g the quota~ions re~orted in
The Wa71 5tree~ JournaT', sub3ect'~o verification, under
~T~e sec~ion~i e "~reas~ry Issues -- Bonds, ~lotes,
& Bii1s". This sectian~~is~s ~he daily discount bid
Rates for U.S. Treast~ry Bi~Is. Th~ f~ote interest ra~~
will be established by matching~the ma~urity date for a
Treasury Bi1T to a Tax and Revenue An~~cipation f~ote of
tf~e closest maturity, then.applyi~g the ~ercentage
shown in Tab7e T, round~ng up to t~he nearest ane
hundred~h af one percen~. If The Wa11 S~reet Journa~
quotations do not list a Treasury 8~"F1 w~~i=a mat~
comparable to the Notes, then the rate shall be '
estabTished by using tf~e Tr'easury BiII w7~h ~he nearest
maturity to the Note as the '=Base". -
5) Once the bas~c interest rate.is estab~ished by t~e
procedure outlfned above, th~n ~he fi~al interest rat~
can be adjusted doVrnward to re~iec~ improved mar~et
conditions a~ the sole d7scretion of ~he U~d~rwriter,
The dflwnward adj~stmen~ can~o~ exceed ten percen~ (T0~)
of the origina7 totaI. The final adjustment will
reflect the ~~derwrzter's calculation of a new in~er~st
rate wh~ctt wi]I g~ve effect ta: a) the prevailing
reo~fered Ieve~ af simiTarly rated ~otes of Iike
maturities, and b) an appropria~e spread refl~cting
prevaili~g mar~et conditions bu~ no~ to exceed the
amoun~s in ~able 2 beIow. Any such adjustmen~ is
subjec~ to the approval o~ an Indepe~dent Marketing
Cons~~tant acceptable ~o bath the Underwriter and the
County, ~f bo~~ parties, do not agree upa~ the
I~dependent ~arketing Consulta~t, then the original
pric~ng formula shall remain in e~fec~ for the Notes
bezng soid. ,
. TABL~ I . ~
~NTEREST RATE ~URM~1L'A
F'OR 1983-84 TAX OR TAX AP~D R~V~NUE ANTICIPATION NOT~5
T~ B~ DE~IVERE~} ON A~1~ A~TER JU~.Y T, 7983
MIG ~ t~IG 2 ' MIG 3 MIG 4
i year 75 $0 . , - -
TABLE 2 _
MIG 7 MIG 2
. ,
T year ~4.~0 ~~r ~T,aoa ~~.SQ per ~T,aaa
EXHTBIT C
A G R E E M E N T
THIS AGREEMENT, made and entered into thi~ day ,
of , 1983, by and between the COUNTY 0~ BUTTE
(herein called the "County"} and BANK OF AM~RICA NATIDNAL
, TRUST AND SAVINGS ASSOCEATION (herein called the "Bank").
W I T N E S S E T H:
WHEREAS, the Coun~y has authoriz~d and provided £or
the issuance af $12,000,~00 pr~ncipal amount of its 1983 Tax
and Revenue Anticipation Notes {herein called ~he "Notes");
and
WHEREAS, the Bank, at its principal corporat~ ~rust
o~fice zn the City of San Francisco, has been desigr~ated as
Fisca~ Agent for the Notes; and
WHEREAS, i~ is mutually desirable ~hat an agreement
be entered in~o by the parties hereto to pravide for the
Bank's services;
NOW, THEREF~RE, the par~ies hereto in cansidera~ion
of the mutual covenants he~ein agree as fo~lows:
1. The Bank shall perform the du~ies impased on
it by the Resolution o~ ~ssuanee adopted by th~ Board o~
Supervisors of the County on Aprzl 26, 1983 therein called
the "Resolution").
2. The County shali faithfully observe and
per£orm a~l of the conditions, covenants and requirements of
the Reso~utaon and of the Notes. Nothing herein contained
shall prevent the County from making advances o~ a.ts own
maneys, howsoever derived, £or any of the ~ses or purposes
referred to herein and ~.n th~ Resolu~.ian.
3. The Bank shaZ1. deposit all funds received by
it in ~he 1983 Tax and Revenue Anticipation Na~e Repayment
Fund account (herein called the "Repayment E'und account")
established by the County pursuant ta the Resol.ution. The
Bank shall submit to th~ County monthly statements,
commencing in December I983, shawi~g the receip~ and
inves~ment of all £unds in such accoun~ as o£ the end o£ the
las~ preceding accounting periad of the Coun~y. The Bank
sha~l follow the instruc~tions of the County Treasurer with
zespecfi ~o the inves~ment o£ funds in the Repayment Fund
account. The Bank shall al.so follow the a.nstructions of the
County Treasurer wi~h respect ta the transfer o£ funds to the
Pay~.ng Agents for the Not~s to permit the payment ~hereof at
maturity in immediately available £unds.
~#. The County a~grees to pay the Bank ~ees as
£o1l.ows:
A. Accep~ance of ~he account, including ~he
review o£ ~he Resolu~ion and supporting documen~s and
~he setting up of all requzred ~records: $
2
B. Investment o~ £unds in accordance with
the terms of ~h~ Resolution: $ per investment.
C. Payment o£ the Notes and interest
thereon, including th~ dest~uction or re~urn to the
County of alI paid No~es, on or after June , 1984:
$ per Note,
5. In addition to the amaun~s set forth zn
paragraph 4, th~ Caunty wili reimburse the Bank £ar its
normal out-of-pocket exp~nses such as, but not limited ~o,
stationary, postage, in5urance, telephone, tel~graph, legal,
travel and consultants' charges, bu~ not including overhead.
Mor~over, should a default vccur requiring special action to
be taken by the ~iscaL Agent, the County agrees to pay a
rea~onable £es depending upon the amoun~ and nature of the
services xnvalved. ~
6. The terms and conditions of ~his Agreement are
intended for the mutual benefit o~ ~he County and ~he Bank
exclusively, and are not intended to givs any third party any
right or claim, contrac~ual or otherwise, hereunder; it being
hereby acknowledged ~hat moneys on deposit in the Repayment
Eund account shali be available solely for the paymen~ of the
No~es and the interest thereon, and shall nat be availab~e
far any oth~r obligation o£ the Bank or the County.
7. A~1 notices, dacuments and o~her
correspondence wi~I be mailed or deZivered ta the Bank at the
principa~ corporate trust office of ~he Bank in the Czty of
3
, California, and to the County at ~~s
administra~iv~ affices in the Czty of Oravz~le, Californ~a,
At~ention: County Treasurer, or such ather address as ~ither
party shall ~rom time to time indicate in writing to the
othe~.
IN WITNESS WHEREOF, the par~ies hereta have caused
this Agreeme~t ~o be duiy executed ~he day and y~ar first
above wr~tten.
COUNTY OF BUT~E
By
Treasurer
By
[ BANK.]
By
4