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HomeMy WebLinkAboutMINUTES - 09121995 - C141 Contra TO: BOARD OF SUPERVISORS f , COsIa County FROM: Harvey E. Bragdon r C'Ufit' s Director of Community Development DATE: September 12, 1995 SUBJECT: 1983 Home Mortgage Revenue Bonds SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution approving an asset purchase contract relative to the 1983 Home Mortgage Revenue Bonds. FISCAL IMPACT The County would receive cash payment upon competitive sale of the mortgage loans remaining in the 1983 Home Mortgage Revenue Bonds. The magnitude of the cash residual is estimated at $40,000. The proceeds of the cash residual must be used for affordable housing purposes. BACKGROUND/REASONS FOR RECOMMENDATIONS On April 15, 1983, the County of Contra Costa issued its 1983 Home Mortgage Revenue Bonds. The principal amount of bonds issued were $37.1 million. The Home Mortgage Revenue Bonds for the program are secured by the mortgages and private mortgage CONTINUED ON ATTACHMENT: XX YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR E OMMENDA ON OF BO D COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON September 12 , 1995 APPROVED AS RECOMMENDED x OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Source: Jim Kennedy 646-4076 cc: Community Development ATTESTED September 12 , 1995 County Administrator PHIL BATCHELOR, CLERK OF County Counsel THE BOARD OF SUPERVISORS via Community Development AND COUNTY ADMINISTRATOR Lofton, DeLancie & Nelson Litten Financial Mudge Rose BY0�4 , DEPUTY PAR Marketing, Inc. JK:Ih sral ftmrbondsbos insurance issued by United Guaranty Insurance Company. The bonds are rated AN In May, 1995 the Board authorized the sale of the mortgages in the portfolio. That sale was consummated. Inadvertently, one loan was not included in the portfolio of loans sold. The proposed action would result in a sale of the one remaining mortgage in the portfolio. The residual cash accrues to the County for affordable housing. The actions provided for in the resolution are summarized in Appendix A. ATTACHMENT A ACTIONS TO BE TAKEN 1. Approve form and authorize execution of a residual asset purchase contract between the County of Contra Costa and a purchaser; 2. Appoint Lofton, DeLancie and Nelson as Issuer's Counsel, and Mudge Rose Guthrie Alexander and Ferdon as Special Counsel, PAR Marketing, Inc. as Mortgage Advisor, and Litten Financial Consulting as Financial Advisor; 3. Authorize officers and designated parties to execute all documents and take such actions necessary to complete the transaction. RESOLUTION NO. 95/389 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE SALE OF THE COUNTY'S REMAINING HOME MORTGAGE UNDER THE 1983 HOME MORTGAGE REVENUE BOND PROGRAM, THE EXECUTION OF THE REMAINING ASSET PURCHASE AGREEMENT AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, pursuant to an indenture dated as of April 15, 1983 (the "Indenture") by and between the County of Contra Costa, California (the "County") and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee"), the County issued $37,100,000 aggregate original amount of its Home Mortgage Revenue Bonds, 1983 Issue A (the "Bonds") in order to implement a home mortgage financing program by financing the purchase of certain home mortgages on single-family dwellings made to low and moderate income persons living in the County (the "Home Mortgages"); WHEREAS, the Home Mortgages were sold to Ocean West Enterprises, Inc. (the "Purchaser") and lien of the Indenture on the Bonds was defeased pursuant to an Escrow Agreement dated as of May 1, 1995 by and between the County and Bank of America National Trust and Savings Association, as Trustee, by providing an escrow of certain investment securities sufficient to pay all interest on and principal of the Bonds until the respective redemption date or maturity dates, as applicable; WHEREAS, the Bonds were be defeased without the necessity of any appropriation of funds by the County, and the lien of the Bonds with respect to all of the Home Mortgages and other assets held under the Indenture ceased, terminated and were completely discharged and defeased; WHEREAS, the Trustee has identified an additional Home Mortgage (the "Remaining Home Mortgage") which was inadvertently omitted from the prior sale to the Purchaser and such Remaining Home Mortgage may be sold by the County free of the lien of the Indenture; WHEREAS, the County desires to sell to the Purchaser and the Purchaser desires to purchase from the County the Remaining Home Mortgage pursuant to the terms and conditions of a purchase agreement (the "Remaining Asset Purchase Agreement") by and between the County and the Purchaser; and WHEREAS, a copy of the Remaining Asset Purchase Agreement has been presented to the County for approval at this time, and it is desirable that such document now be approved by the County and the transaction contemplated thereby be consummated as soon as practicable. 95123\resolut.1 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: SECTION 1. The Remaining Asset Purchase Agreement in the form on file with the Clerk of the Board of Supervisors is hereby approved, and the County Administrator, the Director of Community Development, the Deputy Director - Redevelopment (collectively, the "Designated Officers"), or any of them, or their designee in writing, is hereby authorized and directed to execute and deliver the Remaining Asset Purchase Agreement, in substantially the form on file with the Clerk of the Board of Supervisors, on behalf of the County with such additions thereto and changes therein as shall be approved by such Designated Officer and Special Counsel (as defined below), the execution thereof to establish conclusive evidence of such approval. The execution of the Remaining Asset Purchase Agreement and the delivery of the Remaining Home Mortgage as contemplated therein shall not be consummated if the proceeds to be received by the County from the sale of the Remaining Home Mortgage, after payment of certain expenses approved by any Designated Officer or any designee of an Designated Officer, is less than $40,000. SECTION 2. The Designated Officers, or any of them, or their designees in writing, are hereby authorized to direct the Trustee to transfer the Remaining Home Mortgage to the custodian bank for the purpose of inspection and packaging by the Purchaser. SECTION 3. The County hereby authorizes the Designated Officers, or any of them, or their designees in writing, to direct the Trustee to transfer appropriate amounts from the proceeds of the sale of the Home Mortgage for the payment of certain expenses pursuant to the Remaining Asset Purchase Agreement. SECTION 4. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed to execute any and all documents and papers and to perform and do any and all acts and things deemed necessary or convenient in order to effect the execution of the Remaining Asset Purchase Agreement, the sale and delivery of the Remaining Home Mortgage, and the performance of any other action which may be necessary or desirable in connection therewith, or to carry out the intent and purposes of this Resolution. SECTION 5. The County hereby approves the retention of the law firm of Lofton, De Lancie &Nelson, as Special Counsel to assist the County in connection with the transactions contemplated by this Resolution on the terms and conditions set forth in its letter regarding such appointment SECTION 6. PAR Marketing, Inc. is hereby appointed as Mortgage Advisor for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed, for and in the name of the County, to execute and deliver such agreement regarding such appointment. 95123\msolut.1 2 SECTION 7. Litten Financial Consulting is hereby appointed as financial Advisor (the "Financial Advisor") for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. SECTION 8. All actions heretofore taken by the officers and agents of the County with respect the sale of the Remaining Home Mortgage are hereby approved, confirmed and ratified. SECTION 9. This Resolution shall take effect from and after its adoption. ADOPTED this 12thday of September , 1995, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSENT: Supervisor Rogers Chair of the Board ATTEST: J 4Deut v Clerk 95123\molut_1 3 RECEIVED SEP - 9 1995 LD&N DRAFT #2 CLERK BOARD OF SUPERVISORS CONTRA COSTA CO. 9/5/95 REMAINING ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of September 1, 1995 (the "Agreement"), is by and between the COUNTY OF CONTRA COSTA (the "County"), a legal subdivision and body corporate and politic of the State of California, and OCEAN WEST ENTERPRISES, INC., having its principal place of business at 3002 Dow Avenue, #118, Tustin California 92680 (the "Purchaser"). WITNESSETH WHEREAS, pursuant to an Indenture dated as of April 15, 1983, by and between the County and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee"), as amended by the Supplemental Indenture dated as of May 1, 1995 by and between the County and the Trustee (collectively, the "Indenture"), the County issued its $37,100,000 County of Contra Costa Home Mortgage Revenue Bonds, 1983 Issue A (the "Bonds") in order to provide funds for the acquisition of home mortgage loans made to qualified persons and families through qualified lending institutions pursuant to Part 5 of Division 31 of the Health and Safety Code of the State of California, as amended (the "Act"); and WHEREAS, pursuant to the Indenture, the Bonds were secured by an irrevocable pledge of the Revenues, which consisted of all amounts received by the County or the Trustee from or with respect to any Home Mortgage, the Agreement, the Developer Agreement or any policy of insurance on with respect to any Home Mortgage, including, without limiting the generality of the foregoing, scheduled payments of principal of and interest required pursuant to any Home Mortgage and paid from an y source (including both timely and delinquent payments), Home Mortgage Principal Prepayments, Commitment Fees (except to the extent held by the Trustee under an Agreement or Developer Agreement and not transferred for deposit into a fund or account established pursuant to the Indenture) fees paid by a mortgagor and received by the Trustee at the time or origination of Home Mortgages (excluding Home Mortgages which involve improvement of a Home), and all interest, profits or other income derived from the investment of amounts in any fund or account established pursuant to the Indenture but do not include (1) Impound Payments, (2) any amount retained by any Lending Institution (other than the County) as a servicing fee or other compensation; and WHEREAS, pursuant to a resolution of the County adopted on May 23, 1995 (the "Prior Resolution"), the County: (1) entered into an Asset Purchase Agreement dated as of May 1, 1995 (the "Prior Asset Agreement") with a purchaser for the sale by the County of certain home mortgages; (2) executed and delivered the Supplemental Indenture which provided for the sale of certain Home Mortgages and deleted the mortgage forgiveness provisions contained in the Indenture; and (3) defeased the lien of the Indenture on the home mortgages by pursuant to the terms and conditions of the Escrow Agreement dated as of May 1, 1995 by and between the County and the Trustee; and 95123\apa.1 WHEREAS, the County paid or caused to be paid all sums due under the Indenture, necessary to discharge all indebtedness and the lien of the Indenture on all of the Home Mortgages, and caused the Bonds to be redeemed; and WHEREAS, upon the defeasance of the lien of the Indenture on the home mortgages, the Trustee paid over, transferred assigned or delivered to the County all moneys or securities or other property held by it pursuant to the Indenture which were not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption; and WHEREAS, pursuant to the terms and conditions of the Prior Asset Agreement, the County sold its Interest in certain of the Home Mortgages to a purchaser; and WHEREAS, one home mortgage in the aggregate outstanding principal amount of $[58,755.00] (the "Remaining Home Mortgage") was not sold pursuant to the Prior Asset Agreement; and WHEREAS, pursuant to the resolution by the County adopted on September 1995, and this Agreement, the County agrees to sell the County's Interest in the Remaining Home Mortgage to the Purchaser and the Purchaser agrees to purchase the County's Interest in the Remaining Home Mortgage from the County upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms. Terms used in this Agreement shall have the meanings set forth in this Section, unless the context clearly otherwise requires. Any terms used herein which are not defined in this Agreement shall have the meanings given to such terms as set forth in the Indenture. "Administrator" means the County as administrator under the Program and a parry to the Agreement and any successor administrator under the Program for purposes of the Act. "Closing Date" shall mean September _, 1995. "County" shall mean the County of Contra Costa. "County's Interest in the Remaining Home Mortgage" shall mean and include the County's right, title and interest in the Remaining Home Mortgage and in the Agreement, subject to the County's continued right to indemnification, reimbursement and recovery of costs, expenses and liabilities as provided therein. "Financial Advisor" shall mean Litton Financial Consulting 95123\apa.1 2 "Lending Institution" shall mean "Mortgage Advisor" shall mean PAR Marketing, Incorporated. "Purchase Price" shall have the meaning set forth in Section 3.2. "Purchaser" shall mean Ocean West Enterprises, Inc. "Remaining Home Mortgage" shall mean the Home Mortgage described on the attached Exhibit A. "Special Counsel" shall mean Lofton, De Lancie & Nelson. "State" shall mean the State of California. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Covenants of the County. As of the Closing Date, the County represents to the Purchaser that: (a) Organization and Authorization. The County is a legal subdivision and body corporate and politic of the State. (b) Authority to Adopt Documents. The County had, as of the date of the adoption of the Indenture, full power and authority to adopt the Indenture, and has full power and authority to execute, deliver and perform this Agreement, and to execute, deliver and perform all other agreements and instruments executed and delivered pursuant to or in connection with this Agreement. (c) Obligations Valid and Binding. The County represents that this Agreement has been duly and validly authorized, executed and delivered by the County and constitutes the valid and binding obligation of the County enforceable against the County in,accordance with its terms, except insofar as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights and remedies generally, and by general principals of equity, whether applied by a court of law or equity. (d) Compliance with Law. The County is in compliance with and not in default under any laws of the State which would adversely affect the County's existence or its powers and authority referred to in 2.1(b). (e) Consents. To the best of the County's knowledge, the County has obtained, or will obtain on or before the Closing Date, all consents, permits, licenses and approvals of, and has made all filings, registrations and declarations with, governmental authorities required under law, to authorize the execution, delivery and performance of this Agreement and all other agreements to be delivered in connection with any thereof, 95123\apa.1 3 and all such consents, permits, licenses, approvals, filings, registrations and declarations remain in full force and effect. (f) Liti ag tom. To the best of the County's knowledge, there is no action, suit, investigation or proceeding pending or threatened against or affecting the County, the result of which could have a material adverse affect on the ability of the County to perform its obligations hereunder. (g) Transfer of Assets. The County has all requisite power and authority to transfer title to the Remaining Home Mortgage free and clear of any liens or encumbrances, including any liens or encumbrances created under the Indenture. (h) Ownership by County. The County has the power to transfer to the Purchaser all right, title and interest in the Remaining Home Mortgage, free and clear of liens, claims and encumbrances, and subject to no agreement between the County and any other parry. In reliance on Special Counsel's Opinion, following transfer of the Remaining Home Mortgage to the Purchaser, such Remaining Home Mortgage will not be subject to any provision of the Indenture, including, without limitation (i) any provision requiring forgiveness of all or any portion of principal and/or interest on such Remaining Home Mortgage, or (ii) any provision relating to the County's right to approve an assumption of the Remaining Home Mortgage; and the County has not and will not direct or authorize the forgiveness of principal or interest with respect to any of the Remaining Home Mortgage, nor shall the County direct the redemption of the Bonds on dates other than as provided herein. Section 2.2. Representations and Warranties of the Purchaser. As of the Closing Date, the Purchaser represents and warrants to. the County that: (a) Organization and Authorization. The Purchaser is a corporation, duly organized and validly existing under the laws of the State. (b) Authority to Adopt Documents. The Purchaser has full power and authority to execute, deliver and perform this Agreement, and to execute, deliver and perform all other agreements and instruments executed and delivered pursuant to or in connection with this Agreement. (c) Obligations Legal, Valid and Binding. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except insofar as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and remedies generally, and by general principles of equity, whether applied by a court of law or equity. (d) Compliance with Law. The Purchaser is in compliance with and not in default under any laws which would adversely affect the Purchaser's existence or its powers and authority referred to in 2.2(b). 951231apa.1 4 (e) No Legal Bar. The execution, delivery and performance by the Purchaser of this Agreement and all other agreements and instruments relating to this Agreement executed and delivered by the Purchaser in connection herewith and therewith, (i) do not violate any provision of the laws of the State or any other applicable law, regulation, order, writ, judgment or decree of any court, arbitrator or governmental authority, and (ii) do not violate any provision of, constitute a default under, or result in the creation or imposition of any lien on any of the assets of the Purchaser pursuant to the provisions of, any mortgage, resolution, indenture, contract, agreement or other undertaking with respect to the Purchaser to which the Purchaser is a parry or which purports to be binding on the Purchaser or on any of its assets. (f) Consents. The Purchaser obtained, or will obtain on or before the Closing Date, all consents, permits, licenses and approvals of, and has made all filings, registrations and declarations with, governmental authorities required under law, to authorize the execution, delivery and performance of this Agreement and all other agreements to be delivered in connection with any thereof, and all such consents, permits, licenses, approvals, filings, registrations and declarations remain in full force and effect. (g) Review of Remaining Home Mortgage. The Purchaser has conducted its own review of the Remaining Home Mortgage and is not relying upon any representation of the County in connection with the Remaining Home Mortgage in entering into this Agreement, except as set forth in Section 2.1 of this Agreement. (h) Investigation of Remaining Home Mortgage. The County has made available to the Purchaser the opportunity to investigate (including through inquiry to the Trustee and the Lending Institution) the Remaining Home Mortgage and all matters relating thereto, and to obtain additional information relating thereto which said parties possess. (i) Sophisticated Investor. The Purchaser is a "sophisticated investor" and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of ownership of the Remaining Home Mortgage. (j) Due Diligence. The Purchaser confirms that it has taken such steps as the Purchaser deems appropriate with respect to (i) conducting due diligence with respect to the status and quality of the Remaining Home Mortgage; (ii) assignment of ownership of the Remaining Home Mortgage; (iii) eligibility for insurance benefits; and (iv) the perfection of all related security interests related thereto, and that the County has made no representation, except as otherwise provided in this Agreement, with respect to the Remaining Home Mortgage. 95123\apa.1 5 ARTICLE III PURCHASE AND SALE OF REMAINING HOME MORTGAGE Section 3.1. Status of Remaining Home Mortgage. The Purchaser has conducted a review of the Remaining Home Mortgage and, based upon such review, the Purchaser hereby agrees that as of , 1995, the outstanding principal balance of the Remaining Home Mortgage (Loan Number ) subject to purchase by the Purchaser under this Agreement is $ . The Purchaser confirms and accepts the amount and interest rate set forth on Exhibit A as conclusive and waives and right it may have to the reevaluation of such amounts. Section 3.2. Purchase and Sale of the Remaining Home Mortgage. (a) The Purchaser hereby agrees to purchase from the County on the Closing Date, and the County agrees to sell to the Purchaser, subject to the terms and conditions set forth herein, all of the County's Interest in the Remaining Home Mortgage shown on Exhibit A in the aggregate outstanding principal balance of $[58,755.00], for a purchase price of $[52,474.09], as adjusted pursuant to Section 3.2(b) (the "Purchase Price") of which $52,474.09 represents 89.31% of the aggregate outstanding principal balance of the Remaining Home Mortgage, plus accrued interest to the Closing Date in the amount of $ payable to the County in immediately available funds on the Closing Date. The Purchaser understands and acknowledges that, although his Agreement conveys title in the County's Interest in the Remaining Home Mortgage, the Purchaser has no right, except as set forth herein, to possess the Remaining Home Mortgage until the Closing Date. The Purchaser also understands and acknowledges that in the event the proceeds received by the County pursuant to this Agreement are less than provided in the Resolution after payment of certain expenses as set forth in Section 4.1(C) hereof, then this transaction shall not be consummated. (b) The Purchaser shall not be obligated to pay accrued interest on any Remaining Home Mortgage that is more than 90 days past due. (c) All interest in this subsection shall be calculated at a rate equal to the rate of interest on the applicable Remaining Home Mortgage of 9.5% per annum, less 0.25% per annum (representing the servicing fees), based on a 360-day year as set forth in Exhibit A. (d) The County shall, as soon as practicable on or after the Closing Date, cause the Trustee and the Lending Institution to take all necessary action and to execute and deliver all necessary instruments to confirm the sale of the Remaining Home Mortgage to the Purchaser and to vest title to the Remaining Home Mortgage in the Purchaser. (e) The promissory note evidencing the Remaining Home Mortgage shall bear an endorsement and the deed of trust shall be assigned in a form acceptable to the Purchaser and the County, assigning the interest therein to the Purchaser. Section 3.3 Sale Without Recourse; No Warranties. (a) The Purchaser hereby agrees that the purchaser by it of the Remaining Home Mortgage from County as provided in Section 3.2 above shall be without any recourse whatsoever to the County. Upon delivery of the Remaining Home Mortgage against payment therefor, sale of the Remaining Home Mortgage shall be absolute and final. 95123\apa.1 6 THE COUNTY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE CONDITION OF ANY OF THE PROPERTIES SUBJECT TO THE REMAINING HOME MORTGAGE, THE ACCURACY OR ENFORCEABILITY OF ANY OF THE DOCUMENTATION EVIDENCING THE REMAINING HOME MORTGAGE, THE PAYMENT STATUS OF THE REMAINING HOME MORTGAGES, THE STATUS OR TRANSFERABILITY OF ANY INSURANCE WITH RESPECT TO THE REMAINING HOME MORTGAGES, OR ANY OTHER MATTER RELATED TO OR ARISING FROM THE REMAINING HOME MORTGAGE. (b) The Purchaser acknowledges that it is purchasing the Remaining Home Mortgage hereunder based upon its own review of the Remaining Home Mortgage documents and certificates of parties other than the County, and the Purchaser is not relying upon any statements of or documentation provided by the County in connection therewith. Section 3.4. Other Obligations of the Purchaser. In addition to any other obligations of the Purchaser hereunder, the Purchaser hereby undertakes the following obligations: (a) The Purchaser hereby agrees to work with the Trustee and the Lending Institution to ensure the orderly transfer of Remaining Home Mortgage documentation from the Trustee and the Lending Institution to the Purchaser within 30 Business Days after the Closing Date. From and after the Closing Date and upon the delivery of the Remaining Home Mortgage to the Purchaser, all documentation related to the Remaining Home Mortgage shall be the sole responsibility of the Purchaser. (b) On the Closing Date, the Purchaser shall deliver or cause to be delivered to the County and the Trustee such documentation in its possession or control as the County shall reasonably require to evidence the satisfaction by the Purchaser of its obligations under Section 5.1 hereof. (c) The Purchaser shall apply all amounts in impound accounts with respect to the Remaining Home Mortgage and shall otherwise service the Remaining Home Mortgage in a manner consistent with the notes, the deeds of trust securing the Remaining Home Mortgage and applicable law. The Purchaser hereby agrees to indemnify, protect, save and hold harmless the County and the Trustee and their respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable attorneys' fees and the allocated cost of internal counsel, resulting from the application of the amounts on deposit in the impound account or servicing of the Remaining Home Mortgage, or any other matter relating to the Remaining Home Mortgage following the delivery of the Remaining Home Mortgage to the Purchaser. Section 3.5. Other Obligations of the County. In addition to any other obligation of the County hereunder, the County undertakes the following obligations: (a) Upon purchase of the Remaining Home Mortgage by the Purchaser hereunder, the County shall transfer or cause to be transferred the Remaining Home Mortgage documentation in its possession or control to the Purchaser or its designee. The County agrees to use its best efforts to cause the Trustee and the Lending Institution to surrender all Remaining 95123\apa.1 7 Home Mortgage files pertaining to the Remaining Home Mortgage to the Purchaser within 30 Business Day after the Closing Date. (b) If requested by the Purchaser or pursuant to the direction of the Purchaser, the County shall take all action within its power to transfer all interest of the County inc, and to make the Purchaser or its designee the vested loss payee of, the title policy, mortgage guaranty insurance policy, hazard insurance policy and other insurance policy constituting a portion of any Remaining Home Mortgage file, and the County further agrees to resign forthwith any trusteeship under any deed of trust securing a Remaining Home Mortgage or to procure for the Purchaser, if requested and to the extent it is legally able to do so, the resignation of any person who may be named as trustee under any such deed of trust. (c) The County shall pay or cause to be paid to the Purchaser all payments on Remaining Home Mortgage received from the Trustee or the Lending Institution on or after September 2, 1995 or held on or before said date by the Servicer but shown as accrued and unpaid interest or principal on Exhibit A and included in the Purchase Price and any moneys collected from any other source, i.e., insurance proceeds, and penalties, fees and late payments collected from mortgagors on the Remaining Home Mortgage to the extent they are not required to be paid to the Trustee as fees or in reimbursement of expenses. (d) In performing the above-listed obligations, the County shall act solely pursuant to written instructions of the Purchaser reasonably acceptable to the County. ARTICLE IV FEES AND EXPENSES Section 4.1. Fees and Expenses Payable by the Purchaser. Whether or not the purchase or sale of the Remaining Home Mortgage is consummated as provided herein, the Purchaser shall pay all of its costs and expenses in connection with the preparation and execution of this Agreement and any other documents related hereto. Section 4.2. Fees and Expenses Payable by the County. (a) Subject to the sale of the Remaining Home Mortgage as provided herein, the County shall pay all fees and expenses of Special Counsel in connection with the preparation and execution of this Agreement in the amount of $2,000, the fees of the Mortgage Advisor in the amount of $500, and the fees of the Financial Advisor in the amount of 2% of the amount released to the County, by depositing such amounts with the Trustee for transfer to said parties. (b) If the sale of the Remaining Home Mortgage is consummated as provided herein, then the County shall pay the following expenses: • Attorneys fees, advances or Servicing Fees incurred prior to the Purchase Date on the Remaining Home Mortgage, whether in foreclosure or otherwise • Mortgage Pool and/or Primary Insurance Advance Payments • Trustee Fees • Foreclosure Fees (to be paid in accordance with the Agreement) 95123\apa.1 8 ARTICLE V CONDITIONS PRECEDENT Section 5.1. Conditions Precedent to Performance by the County. The obligation of the County to sell the Remaining Home Mortgage to the Purchaser as provided in Section 3.2 hereof shall be subject to the satisfaction of each of the following conditions on the Closing Date. (a) The representations and warranties of the Purchaser in Sections 2.2 and 3.1 hereof shall be true and correct as of the date of the execution hereof and as of the Closing Date, and the Purchaser shall have delivered to the County on-the Closing Date a certificate to that effect. (b) All actions to be performed hereunder by the Purchaser prior to the sale of the Remaining Home Mortgage to the Purchaser hereunder shall have occurred. (c) The County shall have received a certificate of the Purchaser, in substantially the form of Exhibit B attached hereto, together with good standing certificates issued by the California Secretary of State and the State Franchise Tax Board. If any of the foregoing conditions have not been met by the earlier of the date provided therefor or the Closing Date, the County shall be under no obligation hereunder, except that the provisions of Section 4.2 hereof shall be effective in any event. The County may, in its sole discretion waive any of such conditions in whole or in part. In the event that one or more of the foregoing conditions have not been met (or waived by the County) as aforesaid, the Purchaser shall promptly return to the County or to the Trustee, as appropriate, any Remaining Home Mortgage documentation belonging to the County or the Trustee. Section 5.2. Conditions Precedent to Performance by the Purchaser. The obligation of the Purchaser to purchase the Remaining Home Mortgage as provided in Section 3.2 shall be subject to the satisfaction of each of the following conditions on the Closing Date: (a) The representations and covenants of the County in Section 2.1 hereof shall be true and correct as of the date of execution hereof and as of the Closing Date. (b) The Purchaser shall have received a certificate and agreement of the Trustee, in substantially the form of Exhibit C attached hereto. (c) The Purchaser shall have received an opinion of Special Counsel, in substantially the form of Exhibit D attached hereto. (d) The Purchaser shall have received a certificate of the County, in substantially the form of Exhibit E attached hereto. (e) All rights of the Lending Institution with respect to servicing of the Remaining Home Mortgage shall terminate upon the sale of compliance with all applicable laws and regulations pertaining to the transfer of servicing. 95123\apa.1 9 (fl All actions to be performed hereunder by the County prior to the purchase of the Remaining Home Mortgage by the Purchaser hereunder shall have occurred. If any of the foregoing conditions have not been met by the earlier of the date provided therefor or the Closing Date, the Purchaser shall be under no obligation hereunder, except that the provisions of Section 4.1 hereof shall be effective in any event. The Purchaser may, in its sole discretion waive any of such conditions in whole or in part. In the event that one or more of the foregoing conditions have not been met (or waived by the Purchaser) as aforesaid, the Purchaser shall promptly return to the County or to the Trustee, as appropriate, any Remaining Home Mortgage documentation belonging to the County or the Trustee. ARTICLE VI PURCHASER NOT AGENT OF THE COUNTY Section 6.1. Purchaser Acting For its Own Account. Nothing in this Agreement shall in any way cause the Purchaser to be an agent of the County for any purpose whatsoever. The Purchaser is acting hereunder for its own account and not for the benefit of any other party. All representations and covenants of the County hereunder are for the sole and exclusive benefit of the Purchaser, and no other parry shall be entitled to rely thereon or derive any rights with respect thereto. No parry, other than the County and the Purchaser and their permitted successors and assigns, is intended to be a beneficiary of any provision of this Agreement. Section 6.2. Loss Upon Resale or Servicing. If the Purchaser incurs any loss on the resale or servicing of the Remaining Home Mortgage upon or after the Closing Date, neither the County nor the Trustee shall bear such loss. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1. Governing Law. This Agreement shall be governed by the laws of the State. Section 7.2. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the matters described herein; all previous agreements, both written and oral, with respect thereto are hereby superseded by this Agreement. Section 7.3. Amendment. This Agreement may be amended only by written amendment executed by both parties hereto. Section 7.4. Time is of the Essence. The parties hereto agree that time is of the essence. Section 7.5. Successors and Assigns. All obligations of any party to this Agreement shall also be binding upon its successors and assigns. 95123\apa.1 10 Section 7.6. Headings. The several headings and captions contained herein are for ease of reference only and shall in no way define or limit the provisions hereof. Section 7.7. Notices. Any notice or instrument required or permitted by this Agreement to be given or delivered shall be effective upon receipt or seventy-two hours following deposit of the same in any United States Post Office in the State, registered or certified mail, postage prepaid, addressed as follows: County: County of Contra Costa Community Development Department 651 Pine Street 4th Floor, North Wing Martinez, California 94553-0095 Attention: Deputy Director-Redevelopment Telephone: (310) 646-4076 Telecopy: (310) 646-4204 Purchaser: Ocean West Enterprises, Inc. 3002 Dow Avenue, #118 Tustin, California 92680 Attention: Daryl Meddings Telephone: (714) 544-5300 Telecopy: (714) 544-4968 Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party. Section 7.8. Partial Invalidity. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 7.9. Limited Obligation of the County. Any and all obligations of the County arising out of or related to this Agreement are the special and limited obligations of the County payable only from amounts paid by the Purchaser hereunder or from other funds of the County derived under the Indenture to the extent such may become available. In no event shall the County be obligated to advance any of its own funds hereunder. No member, officer, employee or agent of the County shall incur any liability hereunder in their individual capacities by reasons of their actions hereunder or execution hereof. Section 7.10 Execution if Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 7.11. Additional Actions. Each party shall take such actions and execute and deliver such further documents and instruments before or after the sale of the Remaining Home Mortgage hereunder as may be reasonably.requested by the other party in order to carry out the purposes of this Agreement. 95123\apa.I 1 1 Section 7.12. Third-party Beneficiary. The Trustee is a third-party beneficiary of this Agreement. IN WITNESS WHEREOF, the parties hereto have each caused this Remaining Asset Purchase Agreement to be executed by their respective officers as of the date set forth above. COUNTY OF CONTRA COSTA By: Name: Title: OCEAN WEST ENTERPRISES, INC. By: Name: Title: 951231apa.1 12 EXHIBIT A MORTGAGE LOAN, PRINCIPAL BALANCE AND INTEREST RATE o 95123\apa.l A-1 EXHIBIT B FORM OF CERTIFICATE OF THE PURCHASER am a duly authorized officer of Ocean West Enterprises, Inc., as purchaser(the "Purchaser") pursuant to the Remaining Asset Purchase Agreement, dated as of September 1, 1995 (the "Remaining Asset Purchase Agreement") with the County of Contra Costa (the "County"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same. 1. The Purchaser is a corporation, duly organized, validly existing and in good standing under the laws of the State. 2. The Purchaser has full power and authority to execute, deliver and perform the Remaining Asset Purchase Agreement, and to execute, deliver and perform all other agreements and instruments executed and delivered pursuant to or in connection with the Remaining Asset Purchase Agreement. 3. This Remaining Asset Purchase Agreement has been duly and validly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except insofar as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and remedies generally, and by general principles of equity, whether applied by a court of law or equity. 4. The Purchaser is in compliance with and not in default under any laws which would adversely affect the Purchaser's existence or its powers and authority referred to in the Remaining Asset Purchase Agreement. 5. The execution, delivery and performance by the Purchaser of the Remaining Asset Purchase Agreement and all other agreements and instruments relating to such agreement executed and delivered by the Purchaser in connection therewith: (i) do not violate any provision of the laws of the State or any other applicable law, regulation, order, writ, judgment or decree of any court, arbitrator or governmental authority; and (ii) do not violate any provision of, constitute a default under, or result in the creation or imposition of any lien on any of the assets of the Purchaser pursuant to the provisions of, any mortgage, resolution, indenture, contract, agreement or other undertaking with respect to the Purchaser, to which the Purchaser is a party or which purports to be binding on the Purchaser or on any of its assets. 6. The Purchaser obtained, or will obtain on or before the Closing Date, all consents, permits, licenses and approvals of, and has made all filings, registrations and declarations with, governmental authorities required under law, to authorize the execution, delivery and performance of the Remaining Asset Purchase Agreement and all other agreements to be delivered in connection with any thereof, and all such consents, permits, licenses, approvals, filings, registrations and declarations remain in full force and effect. 951231apa.I B-1 7. The Purchaser has conducted its own review of the Remaining Home Mortgage and is not relying upon any representation of the County in connection with the Remaining Home Mortgage in entering into the Remaining Asset Purchase Agreement, except as set forth in the Remaining Asset Purchase Agreement. 8. The County has made available to the Purchaser the opportunity to investigate (including through inquiry to the Trustee and the Lending Institution) the Remaining Home Mortgage and all matters relating thereto, and to obtain additional information relating thereto which said parties possess. 9. The Purchaser is a "sophisticated investor" and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of ownership of the Remaining Home Mortgage. 10. The Purchaser confirms that it has taken such steps as the Purchaser deems appropriate with respect to (i) conducting due diligence with respect to the status and quality of the Remaining Home Mortgage; (ii) assignment of ownership of the Remaining Home Mortgage; (iii) eligibility for insurance benefits; and (iv) the perfection of all related security interests related thereto, and that the County has made no representation, except as otherwise provided in the Remaining Asset Purchase Agreement, with respect to the Remaining Home Mortgage. 11. The representations and warranties of the Purchaser contained in the Remaining Asset Purchase Agreement were true and correct as of the date of the Remaining Asset Purchase Agreement and are true and correct as of the date hereof. 12. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the Remaining Asset Purchase Agreement. Date: September 1995 OCEAN WEST ENTERPRISES, INC. By: Title: 95123\apa.l B-2 EXHIBIT C FORM OF CERTIFICATE AND AGREEMENT OF TRUSTEE Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, is acting as trustee (the "Trustee") pursuant to the Indenture dated as of April 15, 1983, as amended by the Supplemental Indenture dated as of May 1, 1995 (collectively, the "Indenture"), each by and between the County of Contra Costa (the "County") and the Trustee, hereby agrees and certifies to the County and Ocean West Enterprises, Inc., as purchaser (the "Purchaser") under that certain Remaining Asset Purchase Agreement, dated as of September 1, 1995 (the "Remaining Asset Purchase Agreement"), between the County and the Purchaser as follows. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Remaining Asset Purchase Agreement. 1. The remaining mortgage loan originated with the proceeds of the Bonds (the "Remaining Home Mortgage") was acquired by or has been assigned to the undersigned as Trustee. 2. The Trustee makes no representation or warranty as to legal title to or encumbrances upon the Remaining Home Mortgage, or as to the condition of any of the properties subject to the Remaining Home Mortgage, the accuracy or enforceability of any of the documentation evidencing the Remaining Home Mortgage, the payment status of the Remaining Home Mortgage, the status or transferability of any insurance with respect to the Remaining Home Mortgage, or any other matter related to or arising from the Remaining Home Mortgage, other than (a) that the Trustee has not, in its individual capacity, taken any action which would create a lien senior in right to the deed of trust and note (the "Remaining Mortgage") evidencing each Remaining Home Mortgage and (b) as otherwise expressly set forth in this Certificate. 3. Upon compliance with the applicable terms of the Indenture, the Trustee has full corporate power and authority to assign the Remaining Home Mortgage to the Purchaser, provided, however, that the Trustee makes no representation, warranty or certification as to the matters referred to in the opinion, of even date herewith of Lofton, De Lancie& Nelson, Special Counsel to the County, addressed to the County, the Purchaser and the Trustee, which opinion the Trustee has relied upon in connection with the transactions contemplated by the Remaining Asset Purchase Agreement. 4. The Trustee has not: modified the Remaining Home Mortgage or the related Mortgage note (the "Remaining Mortgage Note") in any material respect; satisfied, cancelled . or subordinated the Remaining Mortgage or Remaining Mortgage Note in whole or part; released the mortgaged property in whole or part from the lien of any Remaining Mortgage; or executed any instrument of release, cancellation, modification or satisfaction with respect to any Remaining Mortgage or Remaining Home Mortgage unless such release, cancellation, modification or satisfaction does not adversely affect the value of the Remaining Mortgage and is contained in the related Remaining Mortgage file; provided, however, that the actions of the institution acting as the servicer of the Remaining Home Mortgage shall not be considered actions of the Trustee. 95123\apa.l C-1 5. The Trustee has been given no actual notice that there exists under the Indenture an Event of Default, as defined therein, or a default which, with the giving of notice, the passage of time or both, would become an Event of Default under the Indenture. 6. The Trustee acknowledges receipt from the County of written notice to the effect that the County has sold the County's interest in the Remaining Home Mortgage to the Purchaser, and directing the Trustee to transfer and deliver to the Purchaser the Remaining Home Mortgage. 7. The Trustee has not received any direction or instructions to direct or authorize the forgiveness of principal or interest with respect to any of the Remaining Home Mortgage in the Remaining Asset Purchase Agreement. IN WITNESS WHEREOF, the Trustee, by its duly authorized officer, has hereunto set its hand as of this day of September, 1995. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as successor to Security Pacific National Bank, as Trustee By: Name: Title: 95123\apa.l C-2 EXHIBIT D FORM OF OPINION OF SPECIAL COUNSEL [Closing Date] County of Contra Costa Martinez, California Ocean West Enterprises, Inc. Tustin, California Bank of America National Trust and Savings Association Los Angeles, California Re: Sale of County's Interest in the Remaining Home Mortgage of the County of Contra Costa Home Mortgage Revenue Bonds, 1983 Issue A Ladies and Gentlemen: We have acted as Special Counsel to the County of Contra Costa, California (the "County") and are familiar with the sale by the County of certain rights to residual assets pursuant to a Remaining Asset Purchase Agreement dated , 1995 (the "Purchase Agreement"), with Ocean West Enterprises, Inc..(the "Purchaser") and pursuant to which the County has sold the County's Interest in the Remaining Home Mortgage identified in the Purchase Agreement. Pursuant to the Purchase Agreement, the County has sold the County's Interest in the Remaining Home Mortgage to the Purchaser for a Purchase Price, as defined in the Purchase Agreement. Any capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. The County issued $37,100,000 original aggregate principal amount of its Home Mortgage Revenue Bonds, 1983 Series A (the "Bonds"), pursuant to an Indenture dated as of April 15, 1983 (the "Original Indenture"), by and between the County and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee"), as amended by the Supplemental Indenture dated as of May 1, 1995, by and between the County and the Trustee (the Original Indenture and the Supplemental Indenture are referred to collectively as the "Indenture"). Pursuant to the authorization set forth in Resolution No. adopted by the Board of Supervisors of the County on September 1995 (the "Resolution"), the County has entered into the Remaining Asset Purchase Agreement. In connection with the delivery of this opinion, we have examined the Indenture, the Purchase Agreement, Certificates of the Purchaser and of the County dated of even date herewith, (collectively, the "Closing Documents"), and such other documents and information 951231apa.l D-1 as we have considered necessary or appropriate, and we have assumed that interest on the Bonds is presently exempt from federal income taxes and State of California personal income taxes under existing laws, regulations, rulings and judicial decisions. As to questions of fact which are material to this opinion, we have relied upon the opinion of Mudge Rose Guthrie Alexander & Ferdon dated May 31, 1995, representations of the County and the certified proceedings and other certifications of officers of the County without undertaking to verify through independent investigation the accuracy of the representations made or of the foregoing assumption. Based upon examination of the foregoing, and in reliance thereon, and on all matters of fact as we deem relevant under the circumstances, in our opinion: 1. The County is a legal subdivision and body corporate and politic of the State of California created and existing under and by virtue of the laws of the State of California. 2. The Resolution has been duly adopted in accordance with the laws of the State of California and all rules applicable to the County, including, without limitation, all public meeting laws. The Resolution is in full force and effect on the date hereof. 3. The Remaining Asset Purchase Agreement has duly executed and delivered by the County (assuming due execution and delivery by and validity and enforceability against the Purchaser) is a valid and binding agreement of the County enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditor's rights generally and to the exercise of judicial discretion in accordance with general principles of equity. 4. To the best of our knowledge, there is no litigation pending or threatened against the County contesting the authorization, execution, and delivery of the Closing Documents and the sale of the Remaining Home Mortgage or which otherwise affects the Remaining Home Mortgage. 5. To the best of our knowledge, the County is not in breach of, or default under, any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree under any loan agreement, note, resolution, agreement, or other instrument to which the County is a party or is otherwise subject which breach or default would have a material adverse effect on the transaction contemplated by the Closing Documents; and the adoption of the Resolution and the execution and delivery of the Closing Documents and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any law, administrative regulations, judgment, decree, loan agreement, note, resolution, agreement, or other instrument to which the County is a party of is otherwise subject. 6. The County has full legal right, power and authority; (i) adopt the Resolution; (ii) to execute and deliver the Closing Documents; (iii) to sell, convey and deliver the County's Interest in the Remaining Home Mortgage to the Purchaser; and (iv) to carry out the transactions contemplated by the Closing Documents. 95123\apa.I D-2 7. The County has legally and validly sold the County's Interest in the Remaining Home Mortgage to the Purchaser and all actions of the County necessary to effectuate such sale thereof with the Purchaser have been taken in accordance with the laws of the State of California and all other laws and rules and regulations applicable to the transaction. The transfer of the County's Interest in the Remaining Home Mortgage to the Purchaser is irrevocable and binding on the County. 8. The County, the Trustee nor the Purchaser is required, in connection with or as a result of the Remaining Asset Purchase Agreement, to forgive the indebtedness on the Remaining Home Mortgage pursuant to the terms of the Indenture, the instruments evidencing the Remaining the Home Mortgage, or applicable law. This opinion may be relied upon only by you as to matters contained herein and may not be circulated, quoted from or relied upon by any party or for any other purpose without prior written consent. Very truly yours, 95123\apa.I D-3 EXHIBIT E FORM OF CERTIFICATE AND REQUEST OF THE COUNTY I, James Kennedy, the duly appointed Deputy Director—Redevelopment of the County of Contra Costa, California (the "County"), do hereby certify and declare that: 1. The County is a legal subdivision and body corporate and politic of the State of California, duly created and existing under and by virtue of the laws of the State of California. 2. The Indenture dated as of April 15, 1983 by and between Bank of America National Trust and Savings Association, as successor to Security Pacific national Bank, as trustee (the "Trustee"), as amended and supplemented by the Supplemental Indenture dated as of May 1, 1995 (collectively, the "Indenture") and the Escrow Agreement dated as of May 1, 1995 between the County and Bank of America National Trust and Savings Association, as escrow agent, have not been rescinded, superseded or amended and each remains in full force and effect. 3. Resolution No. 95/231 of the Board of Supervisors of the County (the "Prior Resolution") authorizing the redemption and/or defeasance of the Bonds, the sale of the Home Mortgages to effect such redemption and/or defeasance, the execution and delivery of the First Supplemental Indenture, the Prior Asset Purchase Agreement and the Escrow Agreement, and the delivery of all necessary and related documents, has not been rescinded, superseded or amended and remains in full force and effect. 4. At its meeting a tem r � , 95, the Board of Supervisors of the County approved Resolution No. / is ong other things, approved the execution by the County of the Remaini Asse rchase Agreement, dated as of September 1, 1995 (the "Remaining Asset Pure Agreement") by and between the County and Ocean West Enterprises, Inc., as urchaser(the "Purchaser") providing for the sale of the County's Interest in the Remaining me gage (as defined in the Remaining Asset Purchase Agreement). Resolution No. 1 has of been rescinded, superseded or amended and remains in full force and effec . 5.. Th resentations and covenants of the County contained in the Remaining Asset Purchase Agreement are true and correct as of the date hereof. 6. The County hereby requests and directs that the Trustee take the following actions with respect to the Indenture, the Remaining Home Mortgage, and the Remaining Asset Purchase Agreement: (a) You shall deliver the Remaining Mortgage Loan documentation set forth in the Agreement to the Purchaser as provided therein, upon your receipt of (i) a fully executed copy of the Agreement; (ii) an approving opinion of Special Counsel; and (iii) payment of the Trustee's fees and expenses. (b) The direction of the County set forth in this Certificate and Request the County is irrevocable and binding on the County. No further consents or approvals are 95123\apa.1 E-1 required in connection with the delivery of the Remaining Home Mortgage to the Purchaser. (c) You shall be entitled to rely upon additional directions or certificates received from the Purchaser which relate to the transfer of the Remaining Home Mortgage with the full force and effect as if such direction or certificate were included herein. (d) The County has not and will not direct or authorize the forgiveness of principal or interest with respect to the Remaining Home Mortgage other than as provided in the Remaining Asset Purchase Agreement. 7. The County has relied upon the opinion of Special Counsel and the Certificate of the Purchaser each dated the date hereof and issued in connection herewith. 8. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the Remaining Asset Purchase Agreement. Date: September 1995 COUNTY OF CONTRA COSTA By: Title: 95123\apa.1 E-2 y- RESOLUTION NO. 951399 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE SALE OF THE COUNTY'S REMAINING HOME MORTGAGE UNDER THE 1983 HOME MORTGAGE REVENUE BOND PROGRAM, THE EXECUTION OF THE REMAINING ASSET PURCHASE AGREEMENT AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, pursuant to an indenture dated as of April 15, 1983 (the "Indenture") by and between the County of Contra Costa, California (the "County") and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee"), the County issued $37,100,000 aggregate original amount of its Home Mortgage Revenue Bonds, 1983 Issue A (the "Bonds") in order to implement a home mortgage financing program by financing the purchase of certain home mortgages on single-family dwellings made to low and moderate income persons living in the County (the "Home Mortgages"); WHEREAS, the Home Mortgages were sold to Ocean West Enterprises, Inc. (the "Purchaser") and lien of the Indenture on the Bonds was defeased pursuant to an Escrow Agreement dated as of May 1, 1995 by and between the County and Bank of America National Trust and Savings Association, as Trustee, by providing an escrow of certain investment securities sufficient to pay all interest on and principal of the Bonds until the respective redemption date or maturity dates, as applicable; WHEREAS, the Bonds were be defeased without the necessity of any appropriation of funds by the County, and the lien of the Bonds with respect to all of the Home Mortgages and other assets held under the Indenture ceased, terminated and were completely discharged and defeased; WHEREAS, the Trustee has identified an additional Home Mortgage (the "Remaining Home Mortgage") which was inadvertently omitted from the prior sale to the Purchaser and such Remaining Home Mortgage may be sold by the County free of the lien of the Indenture; WHEREAS, the County desires to sell to the Purchaser and the Purchaser desires to purchase from the County the Remaining Home Mortgage pursuant to the terms and conditions of a purchase agreement (the "Remaining Asset Purchase Agreement") by and between the County and the Purchaser; and WHEREAS, a copy of the Remaining Asset Purchase Agreement has been presented to the County for approval at this time, and it is desirable that such document now be approved by the County and the transaction contemplated thereby be consummated as soon as practicable. 95123\resolut.1 f ` NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: SECTION 1. The Remaining Asset Purchase Agreement in the form on file with the Clerk of the Board of Supervisors is hereby approved, and the County Administrator, the Director of Community Development, the Deputy Director - Redevelopment (collectively, the "Designated Officers"), or any of them, or their designee in writing, is hereby authorized and directed to execute and deliver the Remaining Asset Purchase Agreement, in substantially the form on file with the Clerk of the Board of Supervisors, on behalf of the County with such additions thereto and changes therein as shall be approved by such Designated Officer and Special Counsel (as defined below), the execution thereof to establish conclusive evidence of such approval. The execution of the Remaining Asset Purchase Agreement and the delivery of the Remaining Home Mortgage as contemplated therein shall not be consummated if the proceeds to be received by the County from the sale of the Remaining Home Mortgage, after payment of certain expenses approved by any Designated Officer or any designee of an Designated Officer, is less than $40,000. SECTION 2. The Designated Officers, or any of them, or their designees in writing, are hereby authorized to direct the Trustee to transfer the Remaining Home Mortgage to the custodian bank for the purpose of inspection and packaging by the Purchaser. SECTION 3. The County hereby authorizes the Designated Officers, or any of them, or their designees in writing, to direct the Trustee to transfer appropriate amounts from the proceeds of the sale of the Home Mortgage for the payment of certain expenses pursuant to the Remaining Asset Purchase Agreement. SECTION 4. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed to execute any and all documents and papers and to perform and do any and all acts and things deemed necessary or convenient in order to effect the execution of the Remaining Asset Purchase Agreement, the sale and delivery of the Remaining Home Mortgage, and the performance of any other action which may be necessary or desirable in connection therewith, or to carry out the intent and purposes of this Resolution. SECTION 5. The County hereby approves the retention of the law firm of Lofton, De Lancie&Nelson, as Special Counsel to assist the County in connection with the transactions contemplated by this Resolution on the terms and conditions set forth in its letter regarding such appointment SECTION 6. PAR Marketing, Inc. is hereby appointed as Mortgage Advisor for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed, for and in the name of the County, to execute and deliver such agreement regarding such appointment. 95123\rmlut1 2 SECTION 7. Litten Financial Consulting is hereby appointed as financial Advisor (the "Financial Advisor") for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. SECTION 8. All actions heretofore taken by the officers and agents of the County with respect the sale of the Remaining Home Mortgage are hereby approved, confirmed and ratified. SECTION 9. This Resolution shall take effect from and after its adoption. ADOPTED this 12thday of September , 1995, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSENT: Supervisor Rogers Chair of the Board ATTEST: (IMM D puty Clerk 95123\molut_1 3