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HomeMy WebLinkAbout87-020~y ?; ._... COUNTY OF BUTTE, CALIFORNIA RESOLUTION N0, $7-2Q RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE, CALIFORNIA, AUTHORIZING THE ISSUANCE OF TAX AND REVENUE ANTICIPATION NOTES TO PAY 1986-$7 OPERATING AND OTHER EXPENSES OF THE BUTTE COMMUNITY COLLEGE DISTRICT, PROVIDING FOR THE PAYMENT OF SUCH NOTES, AND MAKING OTHER DETERMINATIONS iN CONNECTION THEREWITH. Recitals WHEREAS pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of th the Butte Community College District Butte (the "County"), California, is budgeted expenses, including current obligations, prior to the receipt of e State of California (the "Code"), (the "District"), in the County of authorized to borrow money to pay operating and other expenses and certain anticipated moneys as r authorized by Section 53$52 of the Code, through the issuance in the name of the District by the Board of Supervisors of the County {the "County Board") of tax and revenue anticipation notes; and WHEREAS, the District anticipates that such borrowing in a principal amount not to exceed $3,500,000 will be required by the District in order to pay such expenses prior to the receipt of taxes, income, revenue, cash receipts and other moneys by the District anticipated to be received in its 1986-87 fiscaX year, and the District, acting through its Board of Trustees, has by resolution {the "District Resolution") requested the County Board to issue notes of the District for such purposes; (1) NOW, THEREFORE, BE TT RESOLVED, BY THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE by the favorable vote of not less than a majority of all the members of said Board, AS FOLLOWS: Section 1. The County Board hereby authorizes the issuance, in the name of the District, of Tax and Revenue Anticipation Notes (the "Notes") in a principal amount not to exceed $3,500,000 to pay current operating and other expenses and obligations of the District for the 1986-87 fiscal year in anticipation of the receipt of revenues anticipated to be received in such fiscal year. Said Notes shall be dated as of their date of issuance and shall mature, without option of pxior redemption, not more than one year from their dated date, fihe Notes shall be designated "Tax and Revenue Anticipation Notes- 1.986/1987", shall be numbered consecutively from one (1) upwards, and shall be in denominations of $5,000 or integral multiples thereof. The Notes shall bear interest from their date, computed on a 30-day month, 360-day year basis, at an interest rate not to exceed the legal maximum rate of twelve per centum (12%) per annum, in accordance with the Contract of Purchase (as hereinafter defined). Both the principal of and interest on the Notes shall be payable at maturity, upon the surrender thereof, in lawful money of the United States of America, at Security Pacific National Trust Company (New York), 127 John Street, New York, New York (the "Paying Agent"). Said Notes shall be issued in 1 bearer farm without coupons, and shall not be registrable as to either principal or interest, and shall be in substantially the form attached hereto as Appendix A and hereby made a part hereof. (2) Section 2. The Notes shall be issued in anticipation of the receipt of unrestricted moneys to be received ar accrued during the District's 19$6-87 fiscal. year, including taxes, income, revenues, cash receipts, and other moneys intended as receipts for the General. Fund of the District and which are generally available for the payment of current expenses and other obligations of the District (the "Unrestricted Moneys"). Section 3. In the District Resolution, the District has pledged to the payment of the principal of the Notes the certain Unrestricted Moneys expected to be received as follows: the first $3,500,004 together with an amount sufficient to pay all the interest on the Notes expected to be received by the District in May, i9$7, (the Unrestricted Moneys pledged to pay the principal of and interest on the Notes hereinafter referred to as the "Pledged Revenues"). In the event Notes are issued in an aggregate amount of less than $3,500,040, the amount of Pledged Revenues shall be reduced accordingly. As of the date hexeof, the District has not received any of the Pledged Revenues hereinabove described, and has not pledged any of said Pledged Revenues to the payment of any other notes, bonds, certificates or other obligations of the District. The principal of the Notes and the interest thereon shall constitute a first lien and Charge against the Pledged Revenues and shall be payable from the first moneys received by the District from such Pledged Revenues. All of said Pledged Revenues as and when received shall be subject to such lien and charge. Said Notes shall be general obligations of the District and, to the extent not paid from the Pledged Revenues, shall be paid with interest thereon from any other ` _3_ moneys of the District lawfully available therefor. Each Note shall be secured by the Pledged Revenues ratably according to the amount of principal and interest due thereon. Section G. All Pledged Revenues as and when received and any other lawfully available funds of the District as appropriated or allocated for the payment of the Notes, shall be deposited by the Treasurer-Tax Collector in a special fund to be applied only to Che payment of the Notes and the interest thereon. Such fund is hereby established and designated: "Butte Community College District Tax and Revenue Anticipation Note--1986/87 Payment Fund" (the "Note Payment Fund" or the "Fund"). In the event that in May, 1987 the Unrestricted Moneys received by the District are insufficient to permit the deposits into the Note Payment Fund of the full amount of Pledged Revenues expected to be received and deposited in such month, then the amount of any deficiency in such deposits shall be satisfied and made up by the last business day of such month, from any other moneys of the District lawfully available for the payment of the Notes and interest thereon. The Fund will be held by and maintained with the Treasurer-Tax Collector of the County. All Pledged Revenues and any other moneys depositied in the Fund shall be held in trust for the benefit of the holders of the Notes, and shall be applied only upon the maturity of the Notes to pay the principal thereof and the interest thereon. Moneys deposited in the fund may nat be used for any other purpose. Moneys in the Fund, to the greatest extent passible, shall be invested at the direction of the District by the Treasurer--Tax Collector in investment securities ~~) • permitted by applicable California law, provided such investments mature at such times and in such principal. amounts as to permit the timely disbursement from the Fund as herein provided, All investment earnings shall be retained in the Fund, Any of such investments and alI investment income shall be considered Pledged Revenues in the Fund. At such time when the amount in the Fund is sufficient to pay all principal and interest on the Notes at maturity, no further deposits therein, and any excesses may, upon written request by the District, be withdrawn from the Fund and applied by the District for any lawful purpose. On the Business Day immediately preceding the maturity date of the Notes, the Treasurer-Tax Collector shall, by wire transfer or by such other means to permit the Paying Agent to have received immediately available money by 3:00 o`clock p.m, (Prevailing Eastern Time) on such Business Day, transfer moneys in the Fund to the Paying Agent. Business Day shall mean any day that both the offices of Che Treasurer-Tax Collector and the Paying Agent are open for customary business. On the maturity date of the Notes, the moneys in the Fund transferred to the Paying Agent shall be used to pay the principal of and interest on the Notes. Section 5. The principal amount of the Notes, together with the interest thereon, pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the Code, does not exceed 85% of the estimated amount of the uncollected income, revenue, cash receipts, and other moneys of the District which will be available for the payment of the principal of the Notes, and the interest thereon. Es) Section b. The proceeds of the Notes shall be deposited in the District's General Fund, and may be expended for the purposes far which the Unrestricted Moneys are to be received, Section 7. The Notes shall be executed by the facsimile signature of the Treasurer-Tax Collector of the County and shall be countersigned by the facsimile signature of the Clerk of the County Board, and the seal of the County shall be affixed, imprinted, or otherwise reproduced on each of said Notes. The Notes shall be manually authenticated by the Paying Agent. Section $. The ContracC of Purchase ("Contract of Purchase") for the Notes, in the form attached hereto as Appendix B and hereby made a part hereof, be and the same hereby is approved. The Treasurer-Tax Collector, or designated deputy thereof, is hereby authorized, after consultation: with and at the direction of the Superintendent of the District, or his designee, to determine the amount of Notes to be sold, the interest rate, the dares of issuance and maturity of the Notes, and to approve the sale of the Notes to Ehrlich--Bober & Co., Inc., the Underwriter, on the terms and conditions set forth in the Contract of Purchase, and is hereby authorized and directed to execute the Contract of Purchase for and in the name of the District with. such changes, insertions and omissions as he may approve, said execution, being conclusive evidence of such approval. Section 9. It is hereby covenanted and warranted by the County that all. recitals and representations contained in this resolution are true and correct, and that the County, acting through its appropriate officers, has taken or will take all steps necessary to be taken, for (b} _ _ ~. the District to be and remain eligible to collect, and to collect the Pledged Revenues described herein in the amounts and at the times anticipated in accordance with all applicable laws and regulations, in order to provide for the prompt payment of the Notes authorized herein and to comply with the provisions of this resolution. Section I0. This resolution shall take effect immediately. Regularly passed and adopted this lath day of February, I9$7. AYES and in favor of said resolution: Supervisors: Su ervisors Mcinturf Ver NOES and against said resolution: Supervisors: Supervisors Fulton and McLaughlin Absent Supervisors: None Ch f'the Board of Supervisors Gounty f Butte State o California ATTEST: MARTIN ~. N HOLS, Chi f Administrative Officer • and Cleric oft Board f Supervisors By: Deputy Clerk of the Board Supervisors (SEAL) ~~) ,~ APPENDIX A FORM OF NOTE No. United States of America $ State of California BUTTE COMMUNITY COLLEGE DISTRICT TAX AND REVENUE ANTICIPATION NOTE-19$6/19$7 FDR VALUE RECEIVED, the Butte Community College District {the "District"}, duly created and existing under the laws of the State of California, promises to pay to the bearer hereof, the sum of DOLLARS {$ on the day of 1987, together with interest thereon from the date hereof at the rate of per centum ( ~} per annum, payable at maturity. Both principal of and interest on this Note will be paid in lawful money of the United States of America, upon surrender of this Note at Security Pacific National Trust Company {New York}, 127 John Street, ~.n New York, New York, Attn: Corporate Trust Division (the "Paying Agent"}. This Note is one of an authorized issue of $ the Notes- of which are of like tenor except as to number and denomination, and is issued pursuant to Article 7.6, Chapter 4, Part I, Division 2, Title 5 of the Government Code of the State of Califarnia, and a resolution duly adopted by the Board of (1) Supervisors of the County of Butte on November ~, 1985 (the "Resolution"). Payment of the principal of and interest on this Note is secured by a pledge of unrestricted moneys expected to be received by the District including taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the District and which are generally available for the payment of current operating and other expenses and obligations of the District during its 1986-87 fiscal year (the "Unrestricted Moneys"). The District has pledged to the gayment of the principal of the Notes the certain Unrestricted Moneys expected to be received as follows: the first $ plus an amount sufficient to pay interest on the Notes, expected to be received in May, 1987; all as more particularly described in the Resolution. 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 District from said pledged moneys. The Notes are general obligations of the District, and, to the extent not paid from said pledged moneys, the Notes shall be paid with interest thereon from any other moneys of the • District lawfully available therefor. This Note is not subject to call or redemption grior to maturity. (2) This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been duly executed by the Paying Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in due time,~form and manner as required by law, and that the amount of this Note, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. IN WITNESS WHEREOF, the County of Butte, California, has caused this Note to be signed by the facsimile signature of its Treasurer-Tax Collector and countersigned by the facsimile signature of its Clerk of the Board of Supervisors and its corporate seal (or a facsimile thereof), to be printed, engraved, stamped or otherwise placed hereon and has caused this Note to be dated the day of 1986. {Facsimile Seal) '~ (Facsimile Signature) Countersigned: Treasurer-Tax Collector of the County of Butte, California {Facsimile Signature) Clerk of the Board of Supervisors of the County of Butte, California {3) CERTIFICATE OF AUTHENTICATION It is hereby certified that this Note is one of the duly authorized issue of Notes referred to herein. SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK} Paying Agent By Authorized Signature (4} APPENDIX B COUNTY OF BUTTE, CALIFORNIA Tax and Revenue Anticipation Notes-1986/1987 of Butte Community College District CONTRACT OF PURCHASE Mr. Dick Puelicher Treasurer-Tax Collector County of Butte 25 County Center Drive Oroville, California 95965 Oroville, California 1986 Dear Mr. Puelicher: The undersigned (the "Underwriter"} offers to enter into this agreement with the County of Butte, California {the "County") which, upon the County's acceptance hereof, will be binding upon the County and upon the Underwriter. This offer is made subject to the written acceptance of this Contract of Purchase by the County and the delivery of such acceptance to the Underwriter at or prior to 4:00 o'clock P.M. California time, on the date hereof. 1. Upon the terms and conditions and .upon the basis of the representations and warranties hereinafter set forth, the Underwriter hereby purchases from the County for reoffering to the public, and the County hereby sells to the Underwriter for such purpose, all {but not less than all? of $ {or such lesser amount as shall actually be issued in accordance with the provisions of the resolution as hereinafter defined), principal amount of Butte Community College District (the "District"} Tax and Revenue Anticipation Notes-1986/1987 dated -, 1986 and due 1987 (the "Notes"} bearing interest at the rate of per centum ( ~) per annum, at a purchase price of $ plus accrued interest, if any, from 1986, to the date of the Closing (as hereinafter defined}. 2. The Notes shall be as described in the Resolution adapted by the Board of Supervisors of the County on November , 1986, authorizing the issuance of the Notes (the "Resolution"), and shall be issued under the provisions of the Constitution and laws of the State of California (the "State"}. {1) 3. At the time of or before the County's acceptance hereof, the District shall deliver to the Underwriter an Official Statement of the District, dated 19$6,..relating to the Notes {which, together with all appendices thereto and with such changes therein and supplements thereto which are consented to in writing by the Underwriter,~is herein called the "Official Statement"}, in a farm satisfactory to the Underwriter and duly executed by the District. The District has authorized the~use and reproduction of the Official Statement in connection with the offering and sale of the Notes by the Underwriter. The District also has approved.of the use and reproduction by the Underwriter prior to the date of the Official Statement of a Preliminary Official Statement of the District relating to the Notes {which, together with all appendices thereto, is herein called the "Preliminary Official Statement") in connection with the offering of the Notes. 4. The Underwriter agrees to make a bona fide public offering of all the Notes at the initial public offering price as set forth on the cover page of the Official Statement. Subsequent to such initial public offering, the Underwriter reserves the right to change the public offering price as it may deem necessary in connection with the marketing of the Notes. ~. At 10:00 o'clock A.M., New York City time, on 19$6, or at such other time or on such later business day as shall have been mutually agreed upon by the County a_nd the Underwriter {the "Closing"}, the County will deliver to the Underwriter at the offices of Ehrl-ich-Bober & Co., Inc.; 80 Pine Street, New York, New York, or at such other place as the County and the Underwriter may mutually agree upon, the Notes in definitive form duly executed, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price as set forth in paragraph 1 hereof by check or wire in "Federal Reserve Funds" {same day funds) to the order of the District. The Notes will be made available in Los Angeles, California or New York, New York for checking and packaging and will be delivered to the Underwriter in escrow at least one business day prior to the Closing. 6. The County represents and warrants to the Underwriter that: {A) The County is validly existing under the laws of the State, including the State Constitution, with right and power to sell the Notes as of the date hereof and to hereafter issue the Notes and to execute, deliver and perform its obligations under this Contract of Purchase and the Resolution. {2} (B) (i) At or prior to the Closing, the County will have taken all action required to be taken by it to authorize the issuance and delivery of the Notes and the performance of its obligations under the Resolution, (ii) the County has, and at the date of the Closing will continue to have, full legal right, power and authority to enter into this Contract of Purchase and, at the date of the Closing, will have full •legal right, power and authority to issue and deliver the Notes to the Underwriter and to perform its obligations as provided in the Resolution and this Contract of Purchase; at or prior to the Closing, the execution and delivery of, and the performance by the County of its obligations contained in 'this Contract of Purchase shall have been duly authorized; (iii) this Contract of Purchase has been duly executed and delivered and constitutes a valid and legally binding obligation of the County; and{iv) the County has duly authorized the consummation by it of all transactions contemplated by this Contract of Purchase. (C) The Notes shall be principal and interest from described in the Resolution of the Notes shall be genera and, to the extent not paid thereto, they shall be paid District lawfully available secured as to the payment of the revenues and in the manner as and the Dfficial Statement. All ~l obligations of the District, from the revenues pledged from any other moneys of the therefor. (D) The County reasonably anticipates that the revenues anticipated to be received or accrued in the District's 1985- 87 fiscal year, pledged to the payment of the Notes, will be received in cash in the amounts and by the respective dates indicated in the Resolution. As of the Closing, the County will have taken all action to be taken by the County by such date required by law, regulation or administrative order or directive, or in the County's judgment necessary and feasible, in order for the District to qualify for and to receive in cash such anticipated revenues in such amounts and by such dates, and the County will use its best efforts to cause such revenues to be received in cash at the times indicated. The County agrees that it will not issue any additional notes for the District secured by a pledge of the revenues pledged to pay the Notes, (E) There are no present conditions or determinations of which the County is aware which will prevent the receipt of and application by the County or the District of the revenues pledged to pay the Notes. (F) The issuance of the Notes, the execution, delivery and performance of this Contract of Purchase, the performance of the County's obligations under the Resolution and (3) a compliance with the provisions hereof and thereof by the County, do not and will not conflict with or constitute on the part of the County~a breach. of, or a default under, any existing law, ordinance, regulation, decree, order or resolution, or (to the best knowledge of the County, after due investigation) any agreement, indenture, mortgage, lease or other instrument, to which the County is subject or by which it is bound. (G) All authorizations, consents or approvals of, or filings or registrations. if any, with any Governmental Authority or court necessary for the valid issuance by the County of, and performance by the District of its obligations under, the Notes will have been duly obtained or made prior to the issuance of the Notes (and disclosed to the Underwriter), As used herein, the term "Governmental Authority" refers to any legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body or public benefit corporation. (H) As of the time of acceptance hereof and as of the Closing, no action, suit, proceeding or investigation is pending or (to the best knowledge of the County} threatened against the County or (ta the best knowledge of the County, no independent investigation having been made) any other person in any court or before any Governmental Authority seeking to restrain or enjoin the issuance or delivery of any of the Notes or in any way contesting or affecting the validity of the Resolution, the Notes, this Contract of Purchase, or the receipt or application of the revenues pledged to pay the Notes or the payment of principal of and interest on the Notes, or contesting the powers of the County to issue the Notes. ~ : (I) Any certificate signed by any official or other representative of the County and delivered to the Underwriter pursuant to this Contract of Purchase shall be deemed a representation and warranty by the County to the Underwriter as to the statements therein made. (J) A copy of the Resolution has been delivered to the Underwriter and such Resolution will not be amended without the consent of the Underwriter which consent will not be unreasonably withheld. 7. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the County contained herein, the Resolution, and the performance by the County of its obligations hereunder, as of the date hereof and as of the date of the Closing. The Underwriter's obligations {~} ~.. under this Contract of Purchase are and shall be subject to the following further conditions as of the Closing: (A} The representations and warranties of the County contained herein shall not be materially inaccurate at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all ,certificates and other documents delivered to the Underwriter at the Closing pursuant hereto shall not be materially inaccurate at the Closing; and the County shall be in compliance with each of the agreements made by it in this Contract of Purchase {unless such agreements are waived by -the Underwriter}. (B} At the time of the Closing this Contract of Purchase shall be in full farce and effect; the Resolution and this Contract of Purchase shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter; all actions which, in the opinion of Hawkins, Delafield & Wood, New York, New York, Bond Counsel to the District, (the "Bond Counsel"}, shall be necessary in connection with the transactions contemplated hereby shall have been duly taken and shall be in full force and effect; and the County shall perform or have performed all of its obligations required under or specified in the Resolution or this Contract of Purchase to be performed at or prior to the Closing. (C} The pro revenues pledged effect and shall would materially revenues will be respective dates Statement. visions of law governing the payment of the to pay the Notes shall be in full force and not have been amended in any respect that adversely affect the prospects that such received in the amounts acid by the indicated in the Resolution and the Official (D} Except as disclosed in the Official Statement, no decision, ruling or finding shall have been entered by any court or Governmental Authority since the date of this Contract of Purchase {and not reversed on appeal or otherwise set aside) {i} which has any of the effects described in Section 6(H}, or (ii} which declares this Contract of Purchase to be invalid or unenforceable in whole or in material part. ' {E} In recognition of the desire of the County and the Underwriter to effect a successful public offering of the Notes, and in view of the potential adverse impact of any of the following events on a public offering, the Underwriter shall have the right to cancel its obligations to acquire the Notes, by written notice from the Underwriter to the County, if between the date hereof and the Closing: (i} the Official Statement shall have been amended, modified or supplemented without the consent in writing of the Underwriter, unless such consent was unreasonably witheld or (ii) any event shall occur which, in the reasonable professional judgment of the Underwriter, makes untrue any statement of a material fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; or (iii} the market for the Notes or the ability of the Underwriter to enforce contracts for the sale of the Notes shall have been materially and adversely affected, in the reasonable professional judgment of the Underwriter, by {a} legislation enacted by the Congress of the United States, or passed by either House of the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported far passage to either House of the Congress by a committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court of the United States or by the United States Tax Court, or a ruling, order, official statement, or regulation (final, temporary or proposed} made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal taxation upon interest received on obligations of the general character of the Note s. or which would have the effect of changing, directly or indirectly, the Federal income tax consequences of interest on obligatians of the general character of the Notes in the hands of the holders thereof, or {b) any new outbreak of hostilities or other national or international calamity or crisis ar an event of fiscal default by a city, municipality, district or authority located in the State, the effect of such outbreak, calamity, crisis or default being such as would cause a major disruption in the municipal bond market, or {c) a general suspension~of trading on the New York Stock Exchange, or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on the~New York Stock Exchange, whether by virtue of a determination by that Exchange or by order~of the Securities and Exchange Commission or any other gavernmental authority having jurisdiction, or {d) a general banking moratorium declared by either Federal or State authorities having jurisdiction, or {e} any action, suit, proceding or investigation described in Section 6(H} hereof or any decision described in Section 7{D} hereof, or (f) any default by the County, the District, the State or by any state public benefit corporation or other city or state governmental agency {except an industrial development agency} existing under the laws of California. (6} (F) At or prior to the Closing, the Underwriter shall receive the following documents each dated on and as of the date of the Closing: (1) Unqualified approving opinion of Bond Counsel, as to the validity and tax-exempt status of the Notes, (2) A certificate of the County, executed on its behalf by its Auditor-Controller, substantially in the form attached hereto as Exhibit A, (3) An opinion of the County Counsel, substantially in the form attached hereto as Exhibit B. (4) A certificate of the Superintendent of the District, or his designee, substantially in the form attached hereto as Exhibit C. (5) An arbitrage certificate, satisfactory in form and substance to Bond Counsel. {6) Customary Signature and No Litigation Certificates executed by applicable officers of the County and the District. (7) Evidence that any rating on the. Notes heretofore obtained has not been changed or withdrawn. {8) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the County and the District with legal requirements, the accuracy, as of the time of Closing, of the County's representations herein contained and the due performance or satisfaction by the County and the District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied Icy the County and the District. If the County shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Contract of Purchase or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the County nor the Underwriter shall have any further obligation hereunder, except that the obligations of the Underwriter and the District, to pay certain expenses as provided in Section 9 herein shall continue in full force and effect. 8. The performance by the County of its obligations is conditioned upon (i) the performance by the Underwriter of its (7) ~. obligations hereunder; and (ii} receipt by the County and the Underwriter of opinions and certificates required to be delivered at the Closing. 9. {a) Whether or not the Notes are issued as contemplated by this Contract of Purchase, neither the County nor the Underwriter sha11 be under any obligation to pay, and the District shall pay, all expenses incident to the performance of the County's and District's obligations, including, but not limited to {i) the fees and disbursements of the accountants, financial advisers and any other experts, consultants or advisers to the District and retained on such basis by the District; (ii} the fees and disbursements of Bond Counsel; and {iii} any other expenses and costs of the County and the District incident to the performance of their obligations in connection with the authorization, issuance and sale of the Notes to the Underwriter. {b} The Underwriter shall pay (i} the cost of preparation and reproduction of this Contract of Purchase, the Preliminary Dfficial Statement and the final Official Statement, and the cost of printing the Notes; {ii} fees of the California Debt Advisory Commission, the Paying Agent, and of any rating agencies rating the Notes; and {iii) other expenses incurred by it in connection with offering and distribution of the Notes. 10. Any notice or other communication to be given to the County under this Contract of Purchase may be given by delivering the same in writing to the County Treasurer-Tax Collector, or to such other person as he may designate in writing, and to Hawkins, Delafield & Wood, 67 Wall Street, New York, New York, or at such other address or to such other firm as the County shall hereafter advise the Underwriter in writing, and any notice or other communication to be given to the Underwriter under this Contract of Purchase {other than the acceptance hereof as specified in the first paragraph hereof} may be given by delivering the same in writing to Ehrlich-Bober & Co., Inc., 401 Wilshire Boulevard, Suite 125©, Santa Monica, California 90401, Attention: Investment Banking Division. 11. This Contract of Purchase when accepted by the County in writing as heretofore specified shall constitute the entire agreement between the County and the Underwriter and is made solely for the benefit of the County and the Underwriter (including the successors or assigns of the Underwriter}. No other person shall acquire or have any right hereunder or by virtue hereof. 12. This Contract of Purchase may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. (B) -~ 13. This Contract shall be construed and enforceable in accordance with the laws of the State of California. Very truly yours, EHRLICH-BOBER & CO., INC. By Underwriter Accepted: County of Butte By Treasurer-Tax Collector ,.. .. __~.~ ---~m. m .m._ ., ._, w._..,._ ...; ..._.... .. EXHIBIT A to the Contract of Purchase CERTIFICATE Of' THE AUDITOR-CONTROLLER OF THE COUNTY OF BUTTE JAMES L, JOHANSEN, Auditor-Controller of the County of Butte, California {the "County"), hereby certifies on behalf of the County as follows: 1. I am the official of the County having overall responsibility for the financial operations of the County. 2. The representations and warranties of the County in the Contract of Purchase between the County and Ehrlich--Bober & Co., Inc., the Underwriter, for notes of Butte Community College District, dated 3.986 (the "Contract of Purchase"), are true and correct on and as of the date hereof as if made on and as of the date hereof, and the County has complied with and performed all of its covenants and agreements in the Contract of Purchase. 3. Each of the conditions in Section 7 of the Contract of Purchase to be satisfied by the County has been satisfied by the County on the date hereof and the County is not aware of any other condition of the Contract of Purchase that has not been satisfied on the date hereof. 4. The Notes being delivered on the date hereof to the Underwriter under the Contract of Purchase .and the sources of payment thereof conform to the descriptions thereof contained in the County's Resolution, as defined in the Contract of Purchase. 5. There has been no material adverse change in the financial condition or results of operations of the County from the date of the Contract of Purchase to the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand this day of 1986. COUNTY OF BUTTE By Auditor-Controller ExxIBIT B to the Contract of Purchase {Letterhead of County Counsel) Honorable Board of Supervisors County of Butte 25 County Center Drive Oroville, California Ehrlich-Bober & Co., Inc. 401 Wilshire Boulevard Suite 125© Santa Monica, California Dear Gentlemen: 19$6 Reference is made to a Contract of Purchase dated 1985 {"Contract of Purchase"), between the County of Butte, California (the "County"~ and Ehrlich-Bober & Co., Inc., for the Notes of Butte Community College District, in connection with which you have requested my opinion as to the matters set forth below. A11 terms used herein have the definitions set forth in the Contract of Purchase. I have examined such portions of the Constitution of the United States of America, the Constitution and Statutes of the State of California {the "State") and such applicable court decisions as I deemed necessary or relevant for purposes of the opinions set forth below, and made such further inquiries and investigations as I deemed necessary or appropriate for purposes of such opinions. Based on the foregoing, I advise you that in my opinion: 1. There is no litigation of any nature pending or threatened to restrain or enjoin the issuance, sale, execution or delivery of the Contract of Purchase, the Notes or any of the proceedings taken with respect to the issuance and sale of the Notes, the application of moneys to the payment of the Notes or in any manner questioning the proceedings and authority under which the Notes were authorised or affecting the validity of the Notes, the existence or boundaries of the County or the title of officials of the County who have acted with respect to the proceedings far the issuance and sale of the Notes to their respective offices, and no authority or proceedings for the issuance and sale of the Notes have been repealed, revoked or rescinded; 2. The issuance of the Notes and the execution, delivery and performance of the Contract of Purchase, do not and will not conflict with or constitute on the part of the County a breach of, or a default under any agreement, indenture, mortgage, lease .or other instrument, to which the County is subject or by which it is bound. Very truly yours, EXHIBIT C to the Contract of Purchase CERTIFICATE OF THE SUPERINTENDENT OF THE BUTTE COMMUNITY COLLEGE DISTRICT, IN THE COUNTY OF BUTTE Superintendent of Butte Community College District, County of Butte,~California {the "District"}, hereby certify on behalf of the District as follows: 1. I am the official of the District having overall responsibility for the financial operations of the District. 2. The District's Official Statement, dated 1986, (the "Official Statement"} relating to the sale of $ of the District's Tax and Revenue Anticipation Notes-1986/1987 (the "Notes"), delivered pursuant to the Contract of Purchase, dated , 1986 between the District and the Underwriter the "Contract of Purchase") (excluding from such Official Statement the "Prices" on the cover page and the information under the caption "Underwriting"} as of the date hereof does not contain any untrue statement of a material fact or omit any statement of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3. The Notes being delivered on the date hereof to the Underwriter under the Contract of Purchase and the sources of payment thereof conform~to the descriptions thereof contained in the District's Official Statement delivered to such Underwriter. 4. There has been no material adverse change in the financial condition or results of operations of the District from the date of the Official Statement to the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand this day of 1985. BUTTE COMMUNITY COLLEGE DISTRICT By Superintendent 87-85 Consideration of resolution authorizing the issuance of tax and (428} revenue anticipation notes to pay 1986-8T operating and other expenses of the Butte Community College District in an amount not to exceed $3,500,000, providing for the payment of such notes and making other determinations in connection therewith. Motioa: ADOPTED RESOLUTION 87-20 AUTHORIZING ISSUANCE OF BONDS. M S Vote: l Y 2 Y 3 X 4 N 5 N (Motion carried) 87-86 Report by Chief Administrative Officer presenting the annual (803} financial status report on financial condition and the forecast far FY 1987-88. (ACCEPTED REPORTS; REFERRED REPORT FOR REVIEW BY BOARD OF SUPERVISORS' FINANCE COMMITTEE; AND ESTABLISHED WORKSHOP FOR FEBRUARY 24, 1987 TO DISCUSS REPORT AND BUDGET ISSUES.} 87-87 Cooperative Personnel Services contract - a contract has been (1174} prepared with the Cooperative Personnel Services for conducting the recruitment and candidates screening process associated with the hiring of the Personnel Director. Contract is in the amount of $2,000 far professional services and an amount not to exceed $500 far expenses. Motion: AUTHORIZED CHIEF ADMINISTRATIVE OFFICER. ON BEHALF ;OF THE BOARD OF SUPERVISORS, TO CONTRACT WITH COOPERATIVE PERSONNEL SERVICES TO RECRUIT THE PERSONNEL DIRECTOR. S M Vote: l Y 2 Y 3 Y 4 Y 5 Y {Unanimously carried} (DISCUSSION ON WHO THE APPOINTING AUTHORITY IS TO BE WAS CONTINUED TO FEBRUARY 24, 1987.) Recess: 10:05 a.m. Reconvene: 10:20 a.m. 87-88 Consideration of request by Richard M. Camaren and {2007} Carol Ann Blanton to tie into the Sacramento Avenue Drainage Assessment District facilities and release of foundation permit for AP 43-29-106, lOT, 108 and 109. {REFERRED TO COUNTY COUNSEL TO SEE IF SPACE CAN BE RENTED IN A DRAINAGE ASSESSMENT DTSTRICT~ AND THE COST INVOLVED, AND TO REPORT BACK ON MARCH 3, 1987.} Public Hearincs and Timed Items 87-89 Presentation of report by the Paradise Area Task Force on (2940} Wastewater Management. Page 163 February 10, 1987 . ~ ~. CLERK OF THE BOARD'S CERTIFICATE ~I, MARTIN J. NICHOLS, Clerk of the Board of Supervisors of the County of Butte, State of California, HEREBY CERTIFY that the foregoing annexed extract from the minutes of a meeting of the Board of Supervisors of said County duly called and held on ~ebruary~ 10. 1987~- has been compared by me with the original minutes as officially recorded in my office in the minute book of said Board of Supervisors and is a true, complete and correct copy thereof and of the whole of said original minutes so far as the same relate to the subject matters referred to in said extract. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County this ~h day of ~ebruar~- 1987. MARTIN J, NICHOCS Chief Administrative Officer and Clerk, Board of Supervisors (SEAL } ---