Loading...
HomeMy WebLinkAbout90-106COUNTY OF BUTTE, CALIFORNIA RESOLUTION N0. 90-~p6 RESOLUTIDN OF THE BDARD OF SUPERVISORS OF THE COUNTY OF BUTTE, CALIFORNIA, AUTHORIZING THE ISSUANCE OF TAX AND REVENUE ANTICIPATION NOTES TO PAY 1990-91 OPERATING AND DTHER EXPENSES DF 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 the State of California (the "Code"), the Butte Community College District (the "District"), in the County of Butte (the "County"), California, is authorized to borrow money to pay budgeted expenses, including current operating and other expenses and obligations, prior to the receipt of certain anticipated moneys as authorized by Section 53852 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 $4,000,000 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 199D-91 fiscal 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} ~V D NOW, THEREFORE, BE IT 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 $4,000,000 to pay current operating and other expenses and obligations of the District for the 1990-91 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 prior redemption, not more than one year from their dated date. The Notes shall be designated "Tax and Revenue Anticipation Notes- 1990/1991", 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}, 2 Rector Street, New York, New York (the "Paying Agent"}. Said Notes shall be issued in bearer form without coupons, and shall not be registrable as (2} to either principal or interest, and shall be in substantially the form attached hereto as Appendix A and hereby made a part hereof . Section 2. The Notes shall be issued in anticipation of the receipt of unrestricted moneys to be received or accrued during the District's 1990-91 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 $1,600,ODD thereof in January, 1991; the first $1,200,000 thereof in March, 1591; the first $1,200,000 thereof in April, 1991; and from the first $80,000 in June, 1991, the amount sufficient to pay interest on the Notes Eall of said portions of 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 $4,000,000, the amount of Pledged Revenues designated in each month shall be reduced proportionately. AS of the date hereof, 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 t3} 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 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 4. All Pledged Revenues as and when received and any other lawfully available funds of the Distract 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 the payment of the Notes and the interest thereon. Such fund is hereby established and designated: "Butte Community College District Tax and Revenue Anticipation Note- 1990/1991 Payment Fund" (the "Note Payment Fund" or the "Fund"). In the event that in any month the Unrestricted Moneys received by the District are insufficient to permit the deposits into the Nate 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 i4} 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 deposited 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 Eund may not be used for any other purpose. Moneys in the Fund, to the greatest extent possible, 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 all 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 {5} that both the offices of the 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. Section 5. The proceeds of the Notes shall be deposited in the District's General Fund, and may be expended for the purposes for 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 $. The Contract of Purchase ("Contract of Purchase"~ for the Notes, in the form attached hereto as Appendix B and hereby made a part hereof, be and the same hereby is approved. The Treasurer-Tax Collector, or designated deputy thereof, is hereby authorized, after consultation with and at the (6) direction of the Superintendent of the District, or his designee, to determine the amount of Notes to be sold, the interest rate, the dates of issuance and maturity of the Notes, and to approve the sale of the Notes to Ehrlich Bober & Co., Fnc., the Underwriter, an the terms and conditions set forth in the Contract of Purchase, and is hereby authorized and directed to execute .the Contract of Purchase for and in the name of the District with such changes, insertions and omissions as he may approve, said execution being conclusive evidence of .such approval. Section 9. It is hereby covenanted and warranted by the County that all recitals and representations contained in this resolution are true and correct, and that the County, acting through its appropriate officers, has taken or will take all steps necessary to be taken, for the District to be and remain eligible to collect, and to collect the Pledged Revenues described herein in the amounts and at the times anticipated in accordance with all applicable laws and regulations, in order to provide for the prompt payment of the Notes authorized herein and to comply with the provisions of this resolution. Section 10. This resolution shall take effect immediately, {~} Regu3arly passed and adopted this 30th day of July, 3990. AYES and in favor of said resolution: Supervisors: NOES and against said resolution: Supervisors: .None ,__ Absent Supervisors: ~~ze _ _ C + Chair of the Board f Supervisors ~,~~ ~ ~ 1ggp county of Butte State of California ATTE T: Cler o the Board of Supervisors (SEAL) ~$) CLERK OF THE BOARD'S CERTIFICATE Ir 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 July 10, 1990, 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 day of July, 1990. {SEAL) Clerk, $oard of Supervisors APPENDIX A fiORM 0~ NOTE No. United States of America $ State of California BUTTE COMMUNITY COLLEGE DISTRICT TAX AND REVENUE ANTICIPATION NOTE-1990/1991 FOR 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 ,7uly, 1591, 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), 2 Rector Street, in 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 is issued pursuant to Article 7.6, Chapter 4, Part I, Division 2, Title 5 of the Government Code of the State of California, and a resolution duly adopted by the Board of Supervisors of the County of Butte on ~3uly 10, 1990 (the "Resolution"). (1) 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 1990-91 fiscal year (the "Unrestricted Moneys"?. 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 $ thereof in January, 1991; the first $ thereof in March, 1991; the first $ thereof in April, 1991; and from the first S in June, 1991, the amount sufficient to pay interest on the Notes; 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 prior to maturity. This Note shall not be valid ar become obligatory for any purpose until the Certificate of Authentication hereon shall have been duly executed by the Paying Agent. (2) This Note has been designated by the District as a "qualified tax-exempt obligation" pursuant to Section 265 of the Internal Revenue Code of 1986, as amended. 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 WriEREOF, 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 duly, 1990. (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 OI' AC'TriEN'I'I CATION It is hereby certified that this Note is one of the duly authorized issue of Notes referreC to herein, SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK) Paying Agent By Authorized Signature (4) COUNTX OF BUTTE, CALI~`ORNIA S Tax and Revenue Anticipation Notes-1990/1991 of Butte Community College District CONTRACT OF PURCHASE Oroville, California Mr. Dick Puelicher July ^ , 1990 Treasurer-Tax Collector County of Butte ' 25 County Center Drive Oroville, California 959b5 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 Coun~y 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-1990/1991 dated July _ , 1990 and due July ~, 1991 (the "Notes") bearing interest at the rate of per centum { ~) per annum, at a purchase price of $ plus accrued interest, if any, from July 1990, to the date of the Closing (as hereinafter defined}. 2. The Notes shall be as described in the Resolution adopted by the Board of Supervisors of the County on July 10, 1990, 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"?. 3. At the time of or before the County's acceptance hereof, the District shall deliver to the Underwriter an Official {1} Statement of the District, dated July _, 1990, 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 priar to the date of the Official Statement of a Preliminary Dfficial 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. 5. At 10:00 o'clock A.M., New York City time, an July 1990, or at such other time or on such later business day as shall have been mutually agreed upon by the County and the Underwriter {the "Closing"), the County will deliver to the Underwriter at the offices of Hawkins, Delafield & Wood, 67 Wall 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 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. {S} {i) At or prior to the Closing, the County will have taken ail 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 County agrees that it will not issue any additional notes on behalf of the District secured by a pledge of the revenues pledged to pay the NcteS. (D} 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. (E} The issuance of the Notes, the execution, delivery and performance o: this Contract of Purchase, the performance of the County's obligations under the Resolution and compliance with the provisions hereof and thereof by the County, do not and wiii 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, mort5age, lease or other instrument, to which the County is subject or by which it is bound. (F) 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. {G) 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 {3) against the County or {to the best knowledge of the County, na 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. {H) A copy of the Resolution has been delivered to the Underwriter and such Resolution will not be amended without the consent of the bnderwriter 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 abligations 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 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 force 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 provisions of law governing the payment of the revenues pledged to pay the Notes shall be in full force and effect and shall not have been amended in any respect that would materially adversely affect the prospects that such revenues will be received in the amounts and by the {g} respective dates indicated in the Resolution and the Official Statement. {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(G}, 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 of~ering, 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 cf 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 tv 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, ar passed by either House of the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported for 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 Notes or which would have the effect of changing, directly or indirectly, the Federal income tax consequences of interest on obligations 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 or 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 Stack Exchange, whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental 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(G) 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. (F) At or prior to the Closing, the Underwriter stall receive the foiiowina 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) An opinion of the County Counsel, substantially in the form attached hereto as Exhibit B. (3) A certificate of the Superintendent of the District, or his designee, substantially in the form attached hereto as Exhibit C. (4} An Arbitrage and Use of Proceeds Certificate, satisfactory in form and substance to Bond Counsel. (5) Customary Signature and No Litigation Certificates executed by applicable officers of the County and the District. {6) Evidence that any rating on the Notes heretofore obtained has not been changed or withdrawn. {7) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Band 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 by the County and the District. (6) 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 cbligations shall he 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 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 shall 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 Band Counsel, and the accountants, financial advisers and any other experts, consultants or advisers to the District; (ii) 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 Official 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 the 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 & Woad, 67 Wall Street, New York, New York, ar at such other address or to such other firm as the County shall hereafter advise the Underwriter in writing, and any notice ar 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 Piper, Jaffray & Hopwood Incorporated, Suite 1050, 12400 Wilshire Boulevard, Los Angeles, California 90025. {7) 11, This Contract of Purchase when. accepted by the County in writing as heretofore specifies: s'rall 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. 13. This Contract shall be construed and enforceable in accordance with the laws of Lhe State of California. very ~ruly you: s, PIPER, JAEFRAy ~ HOPWOOD INCORPORATED By Underwriter Accepted: County of Butte By Treasurer-Tax Collector E~i:I B: T A to the Con=ra;,t of Purchase (Letterhead of County Counsel) July ` , 1990 Honorable Board of Supervisors County of Butte 25 County Center Drive Oroviile, Califarr.ia Piper, Jaffray ~ Hopwood Incorporated 12400 Wilshire Boulevard Suite 1050 Los Angeles, California Dear Gentlemen: Reference is made to a Contract of Purchase dated July 1990 ("Contract of Purchase"), between the County of Butte, California (the "County") and Piper, Jaffray & Hopwood Incorporated, for the Notes of Butte Community College District, in connection with which you have requested rr,y opinion as to the matters set forth below. All 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 authorized 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 for 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 Noes 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, mortgaoe, lease o: other instrument, to which the County is subject or by which it is bound. Very truly yours, ExxI~IT ~ to the Contra:. of Purchase CERTIFICATE OF THE SUPERINTENDENT-PRESIDENT OF THE BUTTE CO?dN.UNITY COLLEGE DISTRICT, IN THE COUNTY OF BUTTE Superintendent-President of Butte Community College District, Co-unty 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 July _ , 1990, (the "Official Statement") relating to the sale of $ of the District's Tax and Revenue Anticipation Notes-1990/1991 (the "Notes"), delivered pursuant to the Contract of Purchase, dated July _ , 1990 between the Distract 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 July, 1990. BUTTE CONA~lUNITY COLLEGE DISTRICT By Superintendent-President