HomeMy WebLinkAboutMINUTES - 08031999 - C21 TO: BOARD OF SUPERVISORS
FRONT: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR
DATE: AUGUST 3, 1999
SUBJECT: ADOPTIOC OF RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND
ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINTANCINC) OF THE
1993A AUTHORITY REVENUE BONDS ANIS ASSESSMENT DISTRICT NO. 1992-1,MRACK.
ROAD IMPROVEMENTS, CAMINO TASSAJRA AREA, SERIES 1992-1 BONDS. (WC #
6x5397)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I, Recommended Action:
1. ACCENT the Assessment District Screening Committee's recommendation of April 19, 1999 for
refunding of the 1993A Authority Revenue Bonds and Assessment District No. 1992-1 Track Road
Improvements, series 1992-1 Bonds.
2. ADOPT Resolution Authorizing issuance of bonds.
3. ADOPT Resolution Deeming Official Statement firma.
4. ADOPT Resolution Authorizing sale of bonds.
Continued can Attachment:X SIGNATURE: �� _� �f f� � ����' �°•- ' �;;" �;�`���� ;'.
®RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S)-
ACTION OF BOARD ON
APPROVED AS RECOMMENDED..X—OTHER® I hereby certify that this is a true and correct copy of an action
taken and entered on the minutes of the Board of Supervisors on
the date shown.
VOTE OF SUPERVISORS
_..-
UNANIMOUS(ABSENT ) ATTESTED: AUGUST 3, 1999
AYES: NOES: PHIL BATCHELOR, Clerk of the Board of supervisors and County
ABSENT: ABSTAIN: Administrator
SE-kw
\\PWS?\SHARDATA\G,pDsta\SpDist\Bosrd Orders\!999\OBAugust\
OSI799.doc
orig,Div: Pub!lc Works(Special Dis:ricts) By Leputy
Coptact: Skip£pperly(3:3-2253}
cc: Couefy Administrator
Assessor
Auditor-Controller
Community Deve!opment
County Counsel
SUBJECT: ADOPTION OF RESOLUTION AUTHORIZING THE ISSUANCE, D SALE OF BOT DS Al
ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE
1993A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1,MRACK
ROAD IMPROVEMENTS, CAIViINO TASSAJRA AREA, SERIES 1992-1 BONDS. (WO #
6X5397)
BATE: AUGUST 3, 1999
PAGE 2
II< FinanciglImpact:
There is no financial impact to the County General Fund. All costs associated Arith this transaction are
eligible for reimbursement through the issuance of new bonds.
III. Reasons for Recommendations and Background:
In July 11.93,the County of Contra Costa Public Financing Authority(the"Authority)issued$11,589,000
1993A Authority Revenue Bonds(the"Prior Bonds"). The Prior Bonds were issued to fund the acquisition
of refunding bonds(the"Refunding Bonds")of the County of Contra Costa(the "County") issued by the
County as Limited Obligation Refunding Bonds for each of the following Districts;
+ Reassessment District No. 1993-1 Fast Bates Avenue
® Reassessment District No. 1.9932 hidden fond Road
Reassessment District No. 1993-3 San Ramon Malley Blvd. At Crow Canyon Road
+ Reassessment District No. 1.993-4 Rancho Paraiso
The Prior Bonds were issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985. The Refunding
Bonds were issued pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds.
Due to a recent decrease in interest rates E. Magner&Associates,Inc.prepared a refunding analysis for the
outstanding Prior Bonds($7,590,000 after the 9/2/99 payment). Upon presenting the analysis to staff`, staff
asked E. Wagner & Associates, Inc. to prepare a refunding analysis for two additional districts, the
Kensington Road Assessment District and Mrack Road Assessment District. Based on the results of the
analysis it was determined that a refunding would be put forth (for approval) to the Assessment :District
Screening Committee of the County for the'Vlrack Road Assessment District and she 1993A Revenue Bonds
(collectively the"Prior Bonds"). The Assessment District No. 1992-1,Mrack Road Improvements Camino
Tassajara Area bonds(the"Mrack Road Bonds")were originally issued in June 1993. After the September
2, 1999 payment there will be $2,015,000 in bonds outstanding.
On April 19, 1999, staff presented the refunding analysis prepared by E. Wagner&Associates, Inc.to the
County's Assessment District Screening Committee for their approval. The committee members voted
unanimously to recommend that the Board authorize the refunding of the Prior Bonds and the Mrack Road
Bonds.
SUBJECT: ADOPTION OF RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND
ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (R.EFINANCING) OF TIME
1993A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 19921,MRACK
ROAD IMPROVEMENTS, CAMINO TASSAJRA AREA, SERIES 19921 BONDS. (WO #
6X5397)
BATE: AUGUST 3, 1999
PACE 3
Refunding Structure:
The proposed refunding structure entails refunding the Prior Bonds for the 1993A Revenue Bonds and
adding to the amount of revenue bonds to be issued the necessary amount to purchase the Mrack Road
Refunding Fords. The Refunding Bonds(i.e.,East Bates Avenue,Midden Pond Road, San.Ramon Valley
Boulevard at Crow Canyon Road and Rancho Paraiso)would not be refunded. By doing this the County
would continue to receive the necessary revenues from the property owners in the four districts to fund the
annual debt service on the Refunding Bonds,but reduce the County's obligation on the revenue bonds (the
"Bonds"). The effect of the refunding would be to create a positive cash flow between the Refunding Bonds
and the Bonds.
The refunding of both the Prior Bonds and the Mrack Road Bonds would be a current refunding, This
means that these bonds can be called on any payment date (March 2 or September 2) by giving the
bondholders a notice of not more than sixty days and not less than thirty days. The next payment date is
September 2, 1999. The Prior Bonds and the Mrack Road Bonds are callable at 103% of the principal
amount of bonds outstanding together with accrued interest to the date fixed for redemption(i.e, September
2, 1999).
IV. Consequences of Negative Action:
The refunding will not proceed and property owners will not benefit from the cost savings associated with
lower interest rates currently available in the bond market.
TIDE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA
Adopted this Resolution on August 3, 1999, by the following vote:
AYES: SUPERVISORS OIOIA; U KE,IA, CERBER, DESAULINTILER, AND CAvCIAIMILLA.
NOES: SNE
ABSENT. NO'L
ABSTAIN: oNj v-
RES( LUTION NO. 99/ 394
SUBJECT: A Resolution of Intention to Levy Reassessments and to Issue Refunding Bonds
Upon the Security Thereof Mrack Road Improvements Camino Tassajara Area Reassessment
District
WHEREAS, the County of Contra Costa(the "County") has heretofore conducted special
assessment proceedings for Assessment District No. 1992-1 Mrack Road Improvements Canino
Tassajara .Area. (the Assessment District) and issued $2,312,598 initial principal amount of
improvement bonds (the Prior Bands) of the County designated as "Limited Obligation
Improvement Bonds, County of Contra Costa, Assessment District No. 1992-1, Mrack Road
Improvements Camino Tassajara Area, Series No. 1992-1"; and
WHEREAS, the public interest requires the refunding of the Prior Bonds and this Board
intends to accomplish said refunding through the levy of reassessments and the issuance of
refunding bonds upon the security thereof, the proceeds of which refunding bonds shall be used
to refund the Prior Bonds; and
WHEREAS, this Board intends that the unpaid assessments securing the payment of the
Prior Bonds be superseded and supplanted by the reassessment;
SE:kw i hereby certify that this is a"Me and correct copy of an actio:
\\PWS1\SHAR DATA\GrpData\SpDist Board Carders\I999\08August\
lynch-ROltoLev.doe taken and entered on the minutes of the Board of Supervisors
Orig.Dept: Public Worcs Department(Special Districts) on the date shown.
Contact: Skip Epper`y,313-2253
Cc: County Administrator I
County Assesso�rcr I ATTESTED: AUGUST 3, 1999
County Counsel PHIL BATCHELOR, Clerk of the Board of Supervisors and
PW Account irg County Administrator
I f
By4 D Deputy
RESOLUTION NO. 99/ 394
NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of
Contra Costa as follows.
1. Proceedings Authorized. This Board hereby declares its intuition to refund the
Prior Bonds and to levy reassessments as security for refunding bonds are hereinafter provided.
The proceedings for the levy and collection of reassessments as security for the issuance and
payment of refunding bonds shall be conducted pursuant to the Refunding Act of 1984 for 1915
Improvement Act Bonds, Division 11.5 (commencing with Section 950 0) of the Streets and
Highways Code of California(the Act).
2. Boundary Map. The contemplated reassessments and refunding, in the opinion of
this Board, are of more than local or ordinary public benefit, and the costs and expenses thereof
are :Wade chargeable upon the District, the exterior boundaries of which are shown on a map
thereof heretofore filed in the office of the Clerk of the Board, and in the office of the County
Recorder of the County,to which map reference is hereby made for further particulars. Said reap
indicates by a boundary line the extent of the territory included in the District and shall govern
for all details as to the extent thereof.
3. Reassessment Consultant, I . The reassessment and ref;.mding are hereby
referred to MBIA MuniFinancial (the Reassessment Consultant), and the Reassessment
Consultant is hereby directed to make and file with said Clerk a report in writing, presenting the
following:
(a) A schedule setting forth the unpaid principal and interest on the Prior
Bonds to be refunded and the total amounts thereof and the unpaid assessment
being continued;
(b) The total estimated principal amount of the reassessment and of the
refunding bonds and the maximum interest thereon, together with an estimate of
cost of the reassessment and of issuing the refunding bonds, including all costs of
issuing the refunding bonds, as defined by subdivision (a) of Section 9600 of the
Act;
(c) The auditorfs record kept pursuant to Section 8682 of the Streets and
Highways Code of California, showing the schedule of principal installments and
interest on all unpaid original assessments and the total amounts thereof;
(d) The estimated amount of each reassessment, identified by reassessment
number corresponding to the reassessment number of the reassessment diagram,
together with a proposed auditor's record for the reassessment prepared in the
manner described in said Section 86182; and
(e) A reassessment diagram showing the District and the boundaries and
dimensions of the subdivisions of land within the District. Each subdivision,
RESOLUTION NO. 99/ 394
including each separate condominium interest as defined in Section 783 of the
Civil Code, shall be given a separate number upon the diagram.
When any portion or percentage of the costs and expenses of said refunding and
reassessment is to be paid from sources other than reassessments, the amount of such portion or
percentage shall first be deducted from the total estimated cost and expenses of said refunding
and reassessment, and said reassessments shall include only the remainder of the estimated cost
and expenses. If any excess shall be realized from the reassessment it shall be used, in such
amounts as this Board may determine, in accordance with the provisions of lava, in a manner or
manners to be provided in these proceedings.
4. Refund in Bonds. Notice is hereby given that serial or terra bonds, or both, to
represent said reassessments, and bear interest at the rate of not to exceed ten percent (10%) per
annum, or such higher rate of interest as may be authorized by applicable law at the time of sale
of such bonds, will be issued hereunder in the manner provided by the Act, the last installment of
which bonds shall mature not to exceed thirty (30) years From the second day of September next
succeeding twelve (12) months from their date. It is the intention of the Board that the Board
will not obligate itself to advance available funds from the treasury of the Board to cure any
deficiency in the redemption fund to be created with respect to said bonds, provided, however,
that a determination not to obligate itself shall not prevent the Board from, in its sale discretion,
so advancing the funds.
5. Bond Call procedures. The provisions of Part 11.1 of Division 14 of the Streets
and Highways Code of California, providing for ars alternative procedure for the advance
payment of reassessments and the calling of bonds, shall apply to refunding bonds issued
pursuant to proceedings under this resolution.
6. Division 4. Reference is hereby made to proceedings heretofore had pursuant to
Division 4 of the Streets and Highways Code of California with respect to the Prior Bonds which
are on file in the office of the Clerk of the Board.
7. Effective_Date. This Resolution shall tale effect upon the date of its adoption.
RESOLUTION NO.99/394
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA.
Adopted this Resolution can August 3, 1999,by the following vote:
AYES: SUPERVISORS GIQIA, UILLKEMA, GOER, DESAVENIER, AND GANCIAMII-IA.
NOES: I(3NE
ABSENT: NG1vE
ABSTAIN: NGNE
RESOLUTION NO. 99/395
SUBJECT: A Resolution Adulating, Reassessment Report, Confirming and Ordering the
Reassessment Pursuant to Summary Proceedings and Directing Actions with Respect
Thereto
Mrack Road Improvements Camino Tassajara Area Reassessment District
WHEREAS, on August 3, 1999, this Board of Supervisors (this "Board") of the County
of Contra Costa (the "County") adopted the Resolution of Intention to bevy Reassessments and
to Issue;Refunding Bonds Upon the Security Thereof(the Resolution of Intention), in and for the
County's aback Road Improvements Camino `fassajara Area Reassessment District (the
District), and therein directed the making and ding of a reassessment report (the Report) in
writing in accordance with and pursuant to the Refunding Act of 1984 for 1915 Improvement
.Act Bonds, Division 11.5 of the Streets and Highways Code of California(the Act); and
WHEREAS, the Report was duly made and filed, and duly considered by this Board and
found to be sufficient in every particular, and the Report shall stand for all subsequent
proceedings under and pursuant to the aforesaid Resolution of Intention;
SE:k-v !hereby certify that this is a tie and correct copy o;an
\1PWSI1SHARDA'TA\�E3ata\SpDist\Board Orders\ 999\Q8Augast\ action taker:and entered on the minutes of the Board o$
lynch-ResAdptR.doc Supervisors on the data shown. '•
Orig.Dept: Public Works Department(Special Districts) �
Contest: Skip Epperly,313-2253
Cc: County Administrator �T i
Auditor-Controller ATTESTED: AUGIUST 3, 1999
County Assessor ,HIL BATCHELOR, Clerk of the Board of Supervisors
County and Count Administrator
PW Accounticonnngg y
By Dewy
RESOLUTION NO.99/ 395
NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of
Contra Costa as follows:
1. Conditions Satisfied. Pursuant to Section 9525 of the Act, and based upon the
Report this Board finds that all of the following conditions are satisfied that:
(a) Each of the estimated annual installments of principal and interest on the
reassessment as set forth in the Report is less than the corresponding annual installment
of principal and interest on the original assessment as also set forth in the Report, by the
same percentage for all subdivisions of land with the District;
(b) The number of years to maturity of all refunding bonds proposed to be
issued under the Resolution of Intention is not more than the number of years to the last
maturity of the bonds proposed to be refunded(the Prior Bonds); and
(c) The principal amount of the reassessment on each subdivision of land
within the District is less than the unpaid principal amount of the original assessment by
the same percentage for each subdivision of land in the:District.
2. Public Interest. The public interest, convenience and .necessity require that said
reassessment be made.
3. Boundaries Approved. The District benefited by the reassessment and to be
reassessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as
shown by the reassessment diagram thereof on file in the office of the Clerk of this Board, which
diagram is made a part hereof by reference thereto.
4. deport Approved. Pursuant to the findings hereinabove expressed with respect to
Section 9525 of the Act, said conditions, and all of them are deemed satisfied and that the
following elements of the Report are hereby finally approved and confirmed without further
proceedings, including the conduct of a public hearing under the Act, to wit:
(a) a schedule setting forth the unpaid principal and interest on the Prior
Bonds proposed to be refunded and the total amounts thereof;
(b) an estimate of the total principal amount of the reassessment and of the
refunding bonds and the maximum interest thereon, together with an estimate of cost of
the reassessment and of issuing the refunding bonds, including expenses incidental
thereto;
(c) the auditor's record kept pursuant to Section 8682 of the Streets and
Highways Code of California showing the schedule of principal installments and interest
on all unpaid original assessments and the total amounts thereof,
RESOLUTION INO.99/395
(d) the estimated amount of each reassessment, identified by reassessment
number corresponding to the reassessment number of the reassessment diagram, together
with a proposed auditor's record for the reassessment prepared in the manner described in.
said Section 8682; and
(e) a reassessment diagram showing the District and the boundaries and
dimensions of the subdivisions of land and the zones therein.
Final adoption and approval of the Report as a whole, estimate of the costs and expenses,
the reassessment diagram and the reassessment, as contained in the Report, as hereinabove
determined and ordered, is intended to and shall refer and apply to the Report, or any portion
thereof, as amended, modified, revised or corrected by, or pursuant to and in accordance with,
any resolution or order, if any,Heretofore duly adopted or made by this Beard
5. Findings anal Determinations. Based on the oral and documentary evidence,
including the Report, offered and received by this Board, this Board expressly finds and
determines
(a) that each of said several subdivisions of land within the District will be
specially benefited by said reassessment at least in the amount, if not more than the
amount, of the reassessment apportioned against said subdivisions of land, respectively,
and
(b) that there is substantial evidence to support, and the weight of said
evidence preponderates in favor of, the aforesaid finding and determination as to special
benefits.
6. Reassessment Leyl. Said reassessment, including all costs and expenses thereof,
is hereby levied. Pursuant to the provisions of the Act, reference is hereby made to said.
Resolution of intention for further particulars.
7. Recordings Directed. The Clerk of this Board shall forthwith cause:
(a) the reassessment to be delivered to the Director of Public Works of the
County, together with said reassessment diagram, as approved and confirmed by this
Board, with a certificate of such confirmation and of the date thereof executed by the
Clerk of this Board, attached. thereto. The Director of Public Works shall record said
reassessment and reassessment diagram in a suitable boob to be Dept for that purpose, and
append thereto a certificate of the elate of such recording, and such recordation shall be
and constitute the reassessment roll herein,
(b) a copy of the reassessment diagram and a notice of reassessment,
substantially in the form specified in Section 3114 of the Streets and Highways Code of
California and executed by the Clerk of this Board., to be filed and recorded, respectively,
in the office of the County Recorder of the County; and
RESOLUTION NO.99J 395
(c) a copy of this resolution to be provided to the auditor of the County.
From the date of recording of said notice of reassessment, all persons shall be deemed to
have notice of the contents of such reassessment, and each of such reassessments shall thereupon
be a lien, upon the property against which it is made, and unless sooner discharged such liens
shall so continue for the period often(10)years from the date of said recordation, or in the event
bonds are issued to represent said reassessments, then such liens shall continue until the
expiration of four(4)years after the due date of the last installment upon said bonds or of the last
installment of principal of said bands.
The appropriate officer or officers of the County are hereby authorized to pay any and all
fees required by law in connection with the above.
8. Effective Date. This resolution shall take effect upon the date of its adoption.
RESOLUTION NO.99/ 395
,r
f/ SS
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA
Adapted this Resolution on August 3, 1999,by the following Grote:
AYES: SUPERVISORS GIOIA, U-j-1-KEMA, GERBER, DESAU.NIER, AND CANICIAMI111A
NOES: NONE
ABSENT: NONT,
ABSTAIN: NONE
RESOLUTION NO.99/ 396
SUBJECT: A Resolution Authorizing the Issuance of Refunding Bonds, Approving and
Directing the Execution of a Fiscal Agent Agreement and an Escrow Deposit and Trust
Agreement, Authorizing Sale of Bonds, and Cather Related Documents and Actions with Respect
Thereto Mrack Road Improvements Camino Tassajara Area Reassessment District
WHEREAS, this Board of Supervisors (this "Board") of the County of Contra Costa (the
"County") has conducted proceedings under and pursuant to a Resolution of Intention to .Levy
Reassessments and to Issue Refunding Bonds Upon the Security Thereof No.99/.394 ' adopted
on August 3, 1999 (the Resolution of Intention), to authorize the levy of reassessments upon the
land within its Mrack Road Improvements Camino Tassajara Area Reassessment .District (the
District), and to issue brands secured by said reassessments, the proceeds of which are to be used
to refund certain existing obligations(the prior Bonds), all as described therein; and
WHEREAS, pursuant to the Resolution of Intention, this Board has provided for the
issuance of limited obligation refunding improvement bonds pursuant to the Refunding Act of
1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and. Highways Code of the
State of California.(the Bond Law); and
WHEREAS, there is on file with the Treasurer of the County a list of all of the
reassessments within the District which remain unpaid(the List of Unpaid Reassessments); and
SE:kw
\\PWS_\SHARDATA\Cr:pData\SpDist\Board Orde;s\3999\08August\ hereby certify thatthis is `'t 8 and correct CCpy Of ?i action
iyncha-ResAuthB.dec taken and entered or.the minces of the Board of Supervisors
Orig.Dept: Public Warks Departiment(Special€list:iets) i on the date shown. ;
Contact: skip Epperly,313-2253 j
Cc: County Administrator I
Auditor-Controller
County Assessor ATTESTED: AUGUST 3, 1999
County Counsel PHL BATCHELOR, Cleric of the Board of Supervisors and
PW Accoutiag County Administrator
By Deputy
SOLUTION NO. 99/396
WHEREAS, there have been submitted to this Board certain documents providing for the
issuance of the bonds by the County for the District, and the use of the proceeds of those bonds
to refund certain existing bonds,including the forms of Fiscal Agent Agreement, Escrow Deposit
and 'Frust Agreement, and Bond Purchase Contract, and this Board, with the aid of its staff, has
reviewed said documents and found there to be in proper order, and
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to and in the issuance of said bonds and the levy of said special
reassessments as contemplated by this Resolution and the documents referred to herein exist,
have happened and have been performed in due time, form and manner as required by the laws of
the State of California., including the Bond Law;
NOW, THEREFORE, BE IT RESOLVED, By the Board of Supervisors of the County of
Contra Costa, as follows:
Section 1. tin-oaid Reassessments. The reassessments that remain unpaid are as
shown on the List of Unpaid Reassessments, which is hereby approved and incorporated herein
by this reference. The total amount of the unpaid reassessments is not-to-exceed $445,000. For
a particular description of the lots, pieces and parcels of land bearing the respective reassessment
numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the
reassessment and to the diagram, and any amendments thereto approved by this Board, all as
recorded in the office of the Director of Public Works of the County.
Section.2. Bonds Authorized. pursuant to the Bond Law, this Resolution and the
Fiscal Agent Agreement(hereafter defined), refunding improvement bonds of the County for the
District designated as County of Contra Costa Limited Obligation Refunding Improvearsent
Bonds, (.Mrack Road Improvements Camino Tassajara Area Reassessment District), Series 1999-
1. (the Bonds) in an aggregate principal amount not-to-exceed $445,000 are hereby authorized to
be issued.
Section 3. Fiscal Agent Agreement. The proposed forma of Fiscal Agent Agreement
(tine Fiscal Agent Agreement) with respect to the Bonds in the form presented to this Board, at
this meeting, is hereby approved. The Auditor Controller or the `treasurer or such other official
of the County as .may be designated by this Board (the Authorized Official) is hereby authorized
and directed to execute and deliver the ;Fiscal Agent Agreement in substantially said form, with
such additions thereto or changes therein as are approved by the Authorized Official upon
consultation with Jones Hall,A Professional Law Corporation, the County's bond counsel (Band
Counsel), including such additions or changes as are necessary or advisable, provided that no
additions or changes shall authorize an aggregate principal amount of Brands in excess of
$445,000 the approval of such additions or changes to be conclusively evidenced by the
execution and delivery of the Fiscal Agent Agreement by the Authorized Official. The date,
manner of payment, interest rate or rates, interest payment dates, denominations, form,
registration privileges, manner of execution, place of payment, terms of redemption and other
terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed.
RESOLUTION NO.99/ 396
Section 4. Escrow Agreement. The form of Escrow Deposit and"frust Agreement by
and between the County and D.S. Bank Trust National Association, as escrow holder, in the form
presented to this Board at this meeting is hereby approved. The Authorized Official is hereby
authorized and directed to cause the same to be completed and executed on behalf of the County
in substantially said form., with such additions thereto or changes therein as are approved by the
Authorized Official upon consultation with Bond Counsel.
Section.5. Sale of Bonda. The sale of the Bonds to the County of Contra Costa Public
Financing Authority (the Authority) is hereby approved and the Authorized Official is hereby
authorized and directed to execute the Bond Purchase Contract on behalf of the County in
substantially the form on file with the Clerk of this Board with such additions thereto or changes
therein as are approved by the Authorized Official upon consultation with Band Counsel, the
approval of such additions or changes to be conclusively evidenced by the execution and delivery
of the Bond Purchase Contract by the Authorized Official. This Board hereby finds and
determines that the sale of the Bonds to the Authority provides savings to the Reassessment
District that would not otherwise be available.
Section 6. Bonds Printed and Delivered. Upon the execution of the Bond Purchase
Contract, the Bands shall be printed, authenticated and delivered, all in accordance with the
applicable terms of the Fiscal Agent Agreement and the Authorized Official and other
responsible County officials are hereby authorized and directed to take such actions as are
required under the Bond Purchase Contract and the Fiscal Agent Agreement to complete all
actions required to evidence the delivery of the Bonds upon the receipt of the purchase price
thereof from the purchaser.
Section 7. Actions. All actions heretofore taken by the officers and agents of the
County with respect to the establishment of the District and the sale and issuance of the Bonds
are hereby approved, confined and ratified, and the proper officers of the County are hereby
authorized and directed to do any and all things and take any and all actions and execute any and
all certificates, agreements, contracts, and other documents, which they, or any of them, may
deem necessary or advisable in order to consummate the lawful issuance and delivery of the
Bonds in accordance with this resolution, and any certificate, agreement, contract, and other
document described in the documents herein approved.
Section.8. Effective Date. This resolution shall tape effect from and after its
adoption..
SOLUTION NO...991 396
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA
Adopted this Resolution on August 3, 1999,by the following vote:
AYES: SUPERVISORS GIOIA, UI1_KEL�SA, GERBER, DEESAUa.NIER, AM CA CIAI`ILLA
NOES: NONE
ABSENT: INCOME
ABSTAIN: I1ONTE.
RESOLUTION NO. 99/ 397
SUBJECT: A.Resolution Authorizing the Issuance and Sale of Revenue Bonds in the
Aggregate Principal Amount of not to Exceed $8,480,000 for the Purpose of Refinancing
1993A Revenue Bands and Acquiring Certain Limited Obligation Refunding Bonds of the
County, and Approving Related Documents and Actions
WHEREAS, the County of Contra Costa Public Financing Authority (the Authority)has
previously issued its County of Contra Costa Public Financing Authority 1993A Revenue Bonds
in the aggregate principal amount of $11,589,000 (the 1993A Bonds) for the purpose of
acquiring four issues of the bonds (collectively, the 1993 Reassessment Bonds) issued by the
County of Contra. Costa (the County), consisting of (a) Limited Obligation Refunding Bonds,
County of Contra Costa, Reassessment District No. 1993-1, Bast Bates Avenue, Series 1993-1
(b) Limited Obligation Ref coding Bonds, County of Contra. Costa, Reassessment District leo.
1993-2 Hidden Pond Road, Series 1993-2 (c) Limited Obligation Refunding Bonds, County of
Contra Costa, Reassessment District No. 1993-3, San Ramon Valley Boulevard at Crown
Canyon .Road, Series 1993-3 and (d) Limited Obligation Refunding Bonds, County of Contra.
Costa, Reassessment District No. 1993-4,Ranch Paraiso, Series 1993-4y and
WHEREAS,the County has heretofore issued improvement bonds designated.as Limited
Obligation Bonds, County of Contra Costa, Assessment District No. 1992-1, Mrack Road
Improvements Camino 'Tassajara Area, Series 199.2-1 (the"1992 Bonds"); and II
SB:kw i hereby certify that this is a true and correct copy of an action taken and I
`\Psits#I,SHARDATAt D tspD#stTosrd 0rdcrse1999108August\ entered on the minutes of the Board of Supervisors on the date shown. s
lyncth-PFARes.doc
Orig.Dept: Public Works Department(Special Districts) j
s
Contact: Skip 313-2253
Cc: County Administrator ATTESTED: AUGUS- 3, 1999
Auditor-Controller
PHIL BATCHELOR, Cierk of the Board oSupervisors and County
County Assessor Administrator
County Counsel
PW Accounting '
3
By `�
Deputy i
RESOLUTION NO.99/ 397
WHEREAS, in order to realize interest rate savings, the County intends to refund the
1992 Bonds by issuing its County of Contra Costa Limited Obligation Refunding Bonds (Mrack
Road Improvements Camino Tassajara Area reassessment District) Series 199961 (the "1999
Reassessment Bonds" and, together with the 1993 Reassessment Bonds, the "Reassessment
Bonds"); and
WHEREAS, in order to realize additional interest rate savings the Authority has
determined to issue its County of Contra Costa Public Financing Authority 1999 Revenue.Bonds
(1993A and' Mrack Road Refinancing) in the aggregate principal amount of not to exceed
$8,480,000 (the Bonds) for the purpose of providing funds to refinance the 1993A Bonds and to
purchase the 1999 Reassessment Bonds; and
WHEREAS, the Authority is authorized to issue the Bonds pursuant to Articles I
through 4 (commencing with Section 6500) of Chapter 5 Division 7, Title 1 of the Government
code of the State of California (the "Act") and Articles 10 and 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of
said Code (the Refunding Law); and
WHEREAS, the Board of the Authority wishes at this time to authorize all proceedings
relating to the issuance of the Bonds and to approve related documents and action,
NOW, THEREFORE,BE IT RESOLVED by the Board of the County of Contra Costa
Public Financing Authority as follows:
Section 1. Authorization of Bonds. The Board of Directors hereby authorizes the
issuance of Bonds in the maximum aggregate principal amount of$8,480,000 under the Act and
the Iief coding Law, for the purpose of refinancing the outstanding 1993A Bonds in full and
acquiring the 1999 Reassessment Bonds.
Section 2, Approval of Financing Documents. The Board hereby approves each of the
following documents relating to the Bonds in substantially the respective forms on file with the
Secretary together with any changes therein or additions thereto deemed advisable by the
Treasurer, and the execution thereof by the Chairman, the Executive Director or the Treasurer
(each, an Authorized Officer)shall be conclusive evidence of such approval:
(a) Indenture of`Pari¢, by and between the Authority and U.S. Bank`gust
National Association, as trustee, authorizing the issuance of the Bonds and
prescribing the terms and conditions thereof:
(h) Escrow Agreement, by and between the Authority and U.S. Bank
Trust National Association, as trustee for the 1993A Bonds, providing for the
deposit and application of hands for the purpose of refinancing the 1993A Bonds.
(c) Bond Purchase Contract, by and between the Authority, and the
County, relating to the purchase of the 1999 Reassessment Bonds by the County.
The Board of Directors hereby authorizes and directs an .Authorized Officer to execute,
and the Secretary to attest and affix the seal of the Authority to, the final form of each of the
foregoing documents. The Board of Directors hereby authorizes the delivery and performance
by the Authority of each of the foregoing documents.
Section 3, Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds
by negotiation with E. Wagner & Associates, Inc. (the Underwriter), and the selection. of E.
Wagner& Associates, Inc. as Underwriter is hereby approved by this Board. The Bonds shall be
sold pursuant to a Bond Purchase Agreement (the Bond Purchase Agreement) by and between
the Authority and the Underwriter in the form on file with the Secretary, together with any
changes therein or additions thereto approved by the Treasurer, provided that the execution
thereof by an Authorized Officer shall be conclusive evidence of the approval of any such
additions and changes. The Band. Purchase Agreement shall be executed in the name and on
behalf of the Authority by the Treasurer upon submission of a proposal by the Underwriter to
purchase the Bonds, provided, however, that such proposal is acceptable to the Treasurer and is
consistent with the requirements of this Resolution. The amount of Underwriters discount shall
be not more than 1.25 percent of the par amount of the Bonds and the true effective rate of
interest to be borne by the Brands (taping into account any original issue discount on the sale
thereof) shall not exceed six percent(6%)per annum..
Section 4. Official Statement. The Board of Directors hereby approves, and hereby
deems nearly final within the meaning of Pule 15c2912 of the Securities Exchange Act of 1934,
the preliminary Official Statement describing the Bonds in substantially the form on file with the
Secretary. The Treasurer is hereby authorized to execute an appropriate certificate stating the
Board of Directors determination that the Preliminary Official Statement has been deemed nearly
final within the meaning of such Rule. Distribution of the preliminary Official Statement in
connection with the sale of the Bonds is hereby approved. The Treasurer is hereby authorized
and directed to approve any changes in or additions to a final form of said Official Statement.
and the execution thereof by the Treasurer shall be conclusive evidence of the approval of any
such changes and additions. The Board of Directors hereby authorizes the distribution of the
final. Official Statement by the purchaser of the Bonds. The final Official Statement shall be
executed in the name and on behalf of the Authority by the Treasurer.
Section Sa Appointment of Band Counsel. The firm of Jones Hall, A Professional Law
Corporation is hereby appointed as Bond Counsel in connection with the Bonds, and the Board
of Directors hereby authorizes the Authorized Officers, each acting alone, to execute, and the
Secretary to attest, an Agreement For Legal Services with said firm in the foram on file with the
Treasurer.
Section 5, Official Actions. The Chairman, the Executive Director, the Treasurer, the
Secretary, the Authority Attorney and any and all other officers of the Authority are hereby
authorized and directed, for and in the name and on behalf of the Authority, to do any and all
SOLUTION NO.991 397
things and talo any and all actions, including execution and delivery of any and all assignments,
certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and
other documents, which they, or any of then, may deem necessary or advisable in order to
consummate the issuance and sale of the Bonds and any of the other transactions contemplated
by the documents approved pursuant to this Resolution, including the registration of the
Reassessment Bonds in the name of the Trustee. Whenever in this resolution any officer of the
Authority is authorized to execute or countersign any document or take any action, such
n.
execution, countersigning or actiomay be taken on behalf of such officer by any person
designated by such. officer to act on his or.her behalf in the case such officer shall be absent or
unavailable.
Section 7m Effective Date. This Resolution small take effect from and after the date of its
passage and adoption.
RESOLUTION NO.99/397
PUBLIC WORKS DEPARTMENT
CONTRA COSTS COUNTY
DATE: August 3, 1999
TO: Mork of the Board,Attn: Joan Staley
ROM: Skip Epperly, Special Districts Coordinator
SUBJECT: 1993A Authority Revenue Bond and Assessment District No. 1992-1 Bond Refunding
This morning I hand delivered a package of bond refinancing resolutions and other documents relative to
Board of Supervisors item C,21 for today's calendar. Those documents were reviewed by myself, David
Schmidt of County Counsel and Leslie Williams and Paul Abelson of the Auditor-Controller's office on July
29, 1999. Those documents are substantially complete and are ready for Board approval and execution.
Katrina Walters will coordinate providing you any additional information or documents you may need.
Please feet free to contact me at x3-2253 or Katrina at x3-2170 if we may be of any further assistance in this
matter.
SE:kw
0:\CffpDaA\SpDist\Skipkl9941agAug.st\
IStaleymem.doc
cc: H.Bal!erger,Bagineering Services
M.N.orW.,Engineering Services
H:SGNI 7/16/99
CCS€NWY OF CONTRA COSTA
Mrack Road Improvements Camino Tassa►jara Area Reassessment District
FISCAL .GENT AGREEMENT
by and between
COUNTY OF CONTRA COSTA
and
U.S. BARIC TRUST,NA'T'IONAL ASSOCIATION,
as Fiscal Agent
Dated as of August 1,1999
Relating to:
COUNTY€F CONTRA COSTA
L,B=D OBLIGATION REFUNDING 1XVROVENIENT BONDS
rack Road Improvements Camino ino'T`asajara Area 1999 Reassessment District
- - --
�
TABLE OF CONTENTS
ARTICLE
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement...............................................................................3
Section 1.02. Agreement borBeoe8tnfB:nd ()vvnpro.---------------------3
Section 1.03. Definitions...................... ......... --.-- ........... — .......-- ........ — ........ .3
ARTICLE 11
THE BONDS
Section2.01. Bonds Issued.......... .................................................................................... --9
Section2.82. TerznsufBonds................................................................................................. .9
Section 2.03. Redemption.---.---.-------------------.—.------ l8
Section 2.04. Form ofBonds................................ --------.~..—........ .... ..... ...... 11
Section 2.05. Execution cfBonds............................................................................................. 11
Section2.06. 'T.zanebsofBonds........................................ ................................—.... .............. 11
Section 2.07. Bonds ----------------------------- 12
Section 2.08. Bond ----------------------------- 12
Section2.09. ......... ......--- ............. ......--........ ---- .................. l2
Section 2.1.0. Bonds Mutilated,Lost,Destroyed orStolen........ ....................................... ........ l2
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery ofBonds.......................................................................... 14
Section 3.02 . Validity ofBonds................................. ... ........ ................ ........ ........... ..... � 14
Section 3.03. Pledge of Reassessments and Funds.................. ................................................ l4
Section 3.04. Limited Obligation--..-----'---------------'------ 14
Section 3.05. NnAccelesutkzu.-- ............... ...... ..................................................... ......... 14
Sect.
ion Refunding ofBonds........................................................................................... 14
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Deposit of8nod Proceeds.. .......................................................................—.... l;z
Section 4.02. [I��erved]-.—..-----._—.--_..--.—...........—..........~._. 15
Section 4.03. Escrow Fund..................................................................................................... 15
Section 4.04. RedemptionFund.............. ...... ...................................-.............. --...... ....... I5
ARTICLE
COVENANTS (]FTHE COUNTY
Section 5.01. Collection wfReassessments................................................................................ 17
Section.5.02. Foreclosure...................................................................,...... .................... . .... 1O
Section 5.03. Punctual Payment......._.,.,.........._....,......,.......^...—............................. 18
Secti on 5.04. Extension ofTime forPayment.......................................................................... 18
Section5.05. Against ........................ ...............................................................]8
Section 5.06. Books and Accounts........................................................................................... I9
Section 5.07. Protection of Security and Rights ofOwners..............................................-........ 19
Section 5.08. Further Assurances....... .................................................................................... 19
Section 5.09. Private Activity Bond Limitation........................................................................ l9
Section 5,10. Federal Guarantee Prohibition....... .................. ............................ ................... 19
Section 5.11. Rebate .....--.........------------.._..---.. 19
Section 5.12. No Azb ~...--.—.,----------------_,__.___ 19
Section 5.13. Yield m6the Bonds................................................................... ................ .. .... 1g
Section 5.14. Maintenance of Tax-Exemptionz...... ........................................ .......................... 19
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' .
ARTICLE VI
INVESTMENTS; LIABILITY OF THE COUNTY
Section 6.01. Deposit and Investment ofMoneys {oFunds......................................................2O
Section 6.02. Acquis-ition, of Investments—.-----------.20
Section 6.03. Liability cfCounty............. .................... ............... ...... ............... — ...... ....20
Section 6.04. Employment of Agents' Fiscal Agent o« —... ...... ........... ...................20
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent......................................................................... 20
Section 7.02. Liability f Fiscal Agent...................... ....----..................................................2O
Section 7.03. Information;Books and Axmonnty.................... ...................................................28
Section 7.04. Notice bzFiscal Agent...................................................... ........... ....---........28
Section 7.05. Compensation;Indemnification..........................................................................2O
Section 7.06. Interaction With the County...............................................................................20
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted.....................................................................................28
Section 8.02. Owners' Mee ---.------------.-----------..28
Section 8.03. Procedure for Amendment with Written Consent of{)nrners.................... . ....28
Section8.04. — ............................... ..........................2O
Section 8.05. Effect of ---------------------20
Section 8.06. Endorsement or Replacement ofBonds Issued After Amendment ---.............2G
Section 8.07. Amendatory Endorsement odBonda ... ......... ............................... ...................20
ARTICLE IX
MISCELLANEOUS
Section 9.011. Benefits ofAgreement Li itedto9artiea........ .........................................2D
Section 9.02. Successor is Deemed Included in All Reference to Predecessor.................. ....2U
Section 9.03. Discharge o{Agreement............... ......... ...... .......................... ........................2D
Section 9.04. Execution ofDocuments and Proof ofOwnership byOwners.........................—_20
Section 9.05. Waiver ofPersonal Liability --- ........ ...... .......................................2O
Section 9.06. Notceohmand Demand mmCounty and Fiscal Agent --...................................2O
Section 9.07. Partial Invalidity ..—._.------------------.--.-----.2O
Section 9.08. Unclaimed ........................—_-- ............. ........................... ....—......2D
Section 9.09. Applicable Law....... .................... ..— ...... ...................................................2O
Section 9.10. Conflict with Act............ ............................................................... ...20
Section 9.11. Conclusive Evidence of Reguloritv ......... ........ .................... ........................2G
Section 9.12. Payment mmBusiness Day............. ....................................................................2O
Section 9.13. Counterparts..................................................................— ............—. ............28
EXHIBIT A FORM CFBOND
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT(the"Agreement")is made and entered into as of
August 1, 1999 by and between the COUNTY OF CONTRA COSTA, a political subdivision of
the State of California (the "County") and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association duly organized and existing under the laws of the United States
with a corporate trust office located in San Francisco, California, as fiscal agent (the "Fiscal
Agent"),
WITNESSETH:
WHEREAS, the County has heretofore conducted special assessment proceedings for
Assessment District No. 1992-1 Mrack Road Improvements Camino Tassajara Area (the
"Assessment District") and issued improvement bonds (the "Prior Bonds") of the County,
designated as "Limited Obligation. Improvement Bonds, County of Contra Costa, Assessment
District No. 1992-1, Mrack Road Improvements Camino Tassajara Area, Series 1192-1";
WHEREAS, the Board of Supervisors (the "Board") of the County, under Resolution
No. adopted on August1999 the "Resolution of Intention") has conducted
proceedings for the levy of reassessments and issuance of refunding bonds pursuant to the
Refunding Act of 1984 for 1915 Improvement Act Bands, Division 11.5 (commencing with
Section 9500) of the Streets and Highways Code of California (the "Act") in and for the
County's Mrack Road Improvements Camino Tassajara Area Reassessment District (the
"District"), and, by the resolution of Intention, the Board provided that serial and/or term
refunding limited obligation improvement bonds of the County in and for the District (the
"Bonds")would be issued thereunder pursuant to the provisions of the Improvement Bond Act
of 1915, Division 10 of the Streets and Highways Code of California (the "Bond Law") and
reference to the Resolution of Intention and proceedings had thereunder is hereby expressly
made for further particulars;
WHEREAS, the purpose of the proceedings under the Resolution of Intention was to
provide for the reassessment of the Assessment District and for the refunding of the prior
Bonds,in advance of the scheduled maturities thereof with the proceeds of the Bonds, and on
August®, 1999, the Board adopted its .Resolution No.� (the "Resolution. of Issuance"),
which Resolution•. of Issuance, among other things, authorized the County's Limited Obligation
Refunding Improvement Bonds (Mrack Road Improvements Camino Tassajara Area
Reassessment District), Series 1999-1 (the "Bonds");
WHEREAS,there is now on file in the office of the Treasurer of the County a list of the
reassessments remaining unpaid for the District and the Board has adopteda resolution. (the
"Resolution of Issuance") providing for the issuance, execution and delivery of the Bonds, the
disbursement of proceeds of the Bonds, the disposition of the reassessments securing the Bonds
and the administration and payment of the Bonds;and
WHEREAS,all things necessary to cause the Bonds, when authenticated and issued as
provided in the Act, to be legal, valid and binding and limited obligations in accordance with
their terms,and all things necessary to cause the creation, authorization., execution and delivery
of this resolution and the creation,authorization, execution and issuance of the Bonds, subject
to the terms hereof,have in all respects been duly authorized,
NOW, THEREFORE, ir. consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged.,the parties hereto do hereby agree as follows:
-2-
ARTICLE I
STATUTORY AUTHORITY Y Ali;D DEFINITIIr3N S
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to
the provisions of the Act,the Bond Law and the resolution.of Issuance.
Section 1.02. eement for Benefit of Bond Owners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the County shall be for the equal
benefit, protection and security of the registered owners of the Bonds. All of the Bonds,
without regard to the time or tines of their issuance or maturity, shall be of equal rank without
preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner
of any of the Bonds in its own or any other capacity with the same rights it would have if it
were not Fiscal.Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement (as
herein defined), and of any certificate, opinion or other document herein mentioned, have the
meanhngs herein specified. All references herein to Articles, Sections and other subdivisions are
to the corresponding Articles, Sections or subdivisions of this Agreement, and the words
"herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article,Section or subdivision hereof.
"Act" means the Refunding Act of 1984 for 1915 Improvement Act Bonds, being
Division 11..5 of the California Streets and Highways Code.
"Agreement"means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement executed pursuant to the provisions hereof.
"Auditor" means the auditor/controller or tax collector of the County, or such other
official of the County who is responsible for preparing real property tax bills.
"Authority" means the County of Contra Costa Public Financing Authority, a joint
exercise of powers authority organized and existing under and by virtue of the laws of the State
of California.
"Authority Bands" means collectively, the County of Contra Costa Public Financing
Authority 1999 A Revenue Bonds (1993 A and Mrack Road Refinancing).
"Authorized Investments" means any of the following which at the time of investment are
legal investments under the laws of the State of California for the moneys proposed to be
invested therein:
(a) Federal Securities;
(b) any of the following direct or indirect obligations of the following
agencies of the United States of America: (i) direct obligations of the Export-
Import Bank;(ii)certificates of beneficial ownership issued by the Farmers Home
Administration, (iii) participation certificates issued by the General Services
Administration; (iv) mortgage-backed bonds or pass-through obligations issued
and guaranteed by the Coveanent National Mortgage Association, the Federal
National Mortgage Association,the Federal Horne Loan Mortgage Corporation or
the Federal. Housing Administration; (v) project notes issued by the United
States Department of Housing and Urban Development; and (vi) public housing
notes and bonds guaranteed by the United. States of America;
(c) interest-bearing demand or time deposits (including certificates of
deposit) or deposit accounts in federal or state chartered savings and loan
associations or in federal or State of California banks (including the Trustee),
provided that (i) the unsecured short-terra obligation of such commercial bank
or savings and loan association shall be rated in the Highest short-term rating
category by any Rating Agency or(ii) such demand or time deposits shall be fully
insured by the Federal Deposit.Insurance Corporation;
(d) commercial paper rated in the highest short-term rating category by
any Rating Agency, issued by corporations which are organized and operating
withisn the Limited States of America,and which matures not more than 180 days
following the date of investment therein;
(e) bankers acceptances, consisting of bills of exchange or time drafts
drawn on and accepted by a commercial bank whose short-term obligations are
rated in the highest short-term rating category by any bating Agency or whose
long-term obligation are rated A or better by each such Rating Agency, which
mature not more than 270 days following the date of investment therein;
(f) obligations the interest on which is excludable from gross income
pursuant to Section 103 of the Tax Code and which are either (a) rated A or
better by any Rating Agency or (b) fully secured as to the payment of principal
and interest by Federal securities;
(g) obligations issued by any corporation organized and operating
within the United States of America having assets in excess of Five Hundred
Million Dollars ($500,000,000), which obligations are rated A or better by any
Rating Agency;
(h) money market funds (including money market funds for which the
Trustee, its affiliates or subsidiaries provide investment advisory or other
management services)which invest in Federal Securities or which are rated in the
highest rating category by any Rating Agency;
(i) any investment agreement, repurchase agreement or other investment
instrument which represents the general unsecured obligations of a bank,
investment banking firm or other financial institution whose long-term obligations
are rated A or better by any Rating Agency;and
(j) the Local Agency Investment Fund of the State, created pursuant to
Section 16429.1 of the California Govemment Code.
"Authorized Officer" means the "Treasurer, the Auditor-Controller, the Director of Public
Works, the Clerk of the Board, or any other officer or employee authorized by the Board of
Supervisors of the County or by an Authorized Officer to undertake the action referenced in this
Agreement as required to be undertaken by an Authorized Officer.
"Board of Superaisorsl" means the hoard of Supervisors as the legislative body of the
County.
"Bond or Bonds" means County of Contra Costa, Limited Obligation Reftnding
Improvement Bands (Mrack Road Improvements Camino Tassajara Area Reassessment
District), Series 1999-1 at any time Outstanding under this Agreement or any Supplemental
Agreement.
"Bond Counsel"' means any attorney or firm of attorneys acceptable to the City and
nationally recognized for expertise in rendering opinions as to the legality and tax-exempt
status of securities issued by public entities.
"Bond Date"means the dated date of the Bonds which is the Closing Date.
"Bond Lazy"means the Improvement Bond Act of 1915, as am.ended, Division 10 of the
California Streets and Highways Cade.
„Bond Register" means the boobs maintained by the Fiscal Agent pursuant to Section
2.08 for the registration and transfer of ownership of the Bonds.
"Bond Year"means the twelve-month period beginning on September 2 in each year and
ending on September 1 in the following year except that (i) the first Bond Year shall begin on
the Closing Date and end on the next September 1, and (ii) the last Bond Year may end on a
prior redemption date.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the state in which the Fiscal Agent has its principal corporate trust
office are authorized or obligated by law or executive order to be closed.
"Clerk"means the Clerk or Deputy Clerk of the Board of Supervisors.
osing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code"means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bands or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bands, together with applicable proposed,
temporary and final regulations promulgated,and applicable official public guidance published,
under the Code.
"County" means the County of Contra Costa, State of California.
"County Counsel"means the County Counsel of the County or other designated counsel
to the County with respect to the District.
"Debt Service" means, for each Bond Year, the sura of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled,and (ii) the principal amount of the Outstanding Bonds due in such Band.Year.
"District" means the area within the County designated "Mrack Road Improvements
Camino Tassajara Area Reassessment District" created in proceedings under the .Act and the
Resolution.of Intention.
"Escrow Agreement"means the Escrow Deposit and Trust Agreement dated as of August
1, 1999 by and between the County and the Escrow Holder by which the Escrow Fund is
established and administered.
"Escrow Fund"means the fund by that name established pursuant to Section 4.03.
"Escrow older"means U.S. Bank Trust National .Association, acting as Escrow bolder
under the Escrow Agreement.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding)if the investment is traded
on an established securities market (within the meaning of section 2273 of the Code) and,
otherwise,the term"fair market value" means the acquisition price in a bora fide arm's length
transaction(as referenced above)if(i) the investment is a certificate of deposit that is acquired
in accordance with applicable regulations under the Code, (ii) the investment is an agreement
with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply
contract or other investment agreement) that is acquired in accordance with applicable
regulations under the code,(iii) the investment is a United States Treasury Security - State and
Local Government Series that is acquired in accordance with applicable regulation of the
United States Bureau of Public Debt, or (iv) any commingled investment Band in which the
Authority and related parties do not own more than a ten percent (10%) 'beneficial interest
therein if the return paid by the fund is without regard to the source of the investment.
"Federal Securities" means any of the following which are non.-callable and which at the
time of investment are legal investments under the laws of the State of California for funds held
by the Fiscal Agent:
(i) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the United States
Department of the Treasury) and obligations, the payment of principal of and interest
on which are directly or indirectly guaranteed by the United States of America,
including, without limitation, such of the foregoing which are cornmon;.y referred to as
stripped obligations and coupons;or
(ii) any of the following obligations of the following agencies of the United
States of America. (a) direct obligations of the Export-Import Bank, (b) certificates of
beneficial ownership issued by the Farmers Home Administration, (c) participation
certificates issued by the General Services Administration(d) mortgage-backed bonds or
pass-through obligations issued and guaranteed by the Government National :Mortgage
Association, (e) project rotes issued by the United States Department of Housing and
Urban.Development, and (f) public housing motes and bonds guaranteed by the United
States of America.
".Fiscal .gent" means the Fiscal Agent appointed by the County and acting as the
registrar, transfer agent, paying and registration agent for the Bonds and as an independent
fiscal agent with the duties and powers herein provided, its successors and assigns, and any
other corporation or association which may at any time be substituted in its dace, as provided
in Section 7.01 hereof.
"Fiscal Year"means the twelve-month period extending from.July 1 in a calendar year to
June 30 of the succeeding year,both dates inclusive.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service,"
30 Montgomery Street, 10th Floor, Jersey City, New ,jersey 07302, Attention.: Editor; Denny
Information Services' Called Bond Service, 66 Broadway, 16th Floor, New fork, New York
10006; IMoody's Investors Service "Municipal and Government," 5250 77 Center Drive, Suite
-6-
150, Charlotte, North Carolina 28217, Attention: Called Bond Dept.; Standard. & Poor's
Corporation. "Called Bond Record," 25 Broadway,3rd Floor, New York,New York 10004; and,
in accordance with thea current guidelines of the Securities and Exchange Commission, such
other addresses and/or such other services providing information with respect to called bonds
as the County may designate in an Officer's Certificate delivered to the Fiscal Agent.
"Interest Pai�.rrraent Dates" rneans March 2 and September 2 of each year, commencing
March 2, 2000.
"L,is, oil Unpaid Reassessments" means the list on file with the 'treasurer showing the
amounts of the Reassessments upon each of the parcels in the District.
"Maximum Annual Debt Service"means the largest Debt Service for any Bond Year after
the calculation is made through the final maturity date of any Outstanding Bonds.
"Original Purchaser" means the Authority as the first purchaser of the Bonds from the
City.
"Officer's Certificate" means a written certificate of the County signed by an Authorized
Officer of the City.
"Outstanding" when used as of any particular time with reference to Bonds, means,
subject to the provisions of Section 8.04, all Bonds except:
{i} Bonds theretofore canceled by the Fiscal Agent or surrendered to the
Fiscal Agent for cancellation;
(ii) Bonds paid or deemed to have been paid within the meaning of Section
9.03;
(iii) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized.,executed,issued and delivered by the County pursuant to this Agreement or
any Supplemental Agreement.
"Owner" or ".Barad Owner" means the registered owner of any Outstanding Bond as
shown on.the Bond Register of the Fiscal Agent under Section.2.08 hereof.
"Prepayment Account" means the account within. the Redemption. Fuad and designated
"County of Contra Costa Limited Obligation Refunding Improvement Bonds (:rack Road
Improvernenis Camino Tassajara Area Reassessment District), Series 1999-1 Prepayment
Account,"established and administered under Section 4.04 hereof.
"Principal Office" means the corporate trust office of the Fiscal Agent in San Francisco,
California, located at such address as shall be specified in a written notice by the Fiscal Agent
to the County under Section 9.06 hereof or such other office of the Fiscal Agent designated for
payment, transfer or exchange of the Bonds.
".Prior.Bonds"means collectively,the five series of limited obligation improvement bonds
described in. the Resolution of Intention which are being refunded with the proceeds of the
Bonds.
["Prior District" means, collectively, the assessment district described in the Resolution
of Intention.]
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"Project"reams the acquisitions and improvements described in the proceedings for the
Prior District.
"Rating Agency" means, individually, either (a) Moody's Investors Service, Inc., its
successors and assigns, or (b) Standard & Poor's Corporation, its successors and assigns.
"Reassessments" means, the unpaid reassessments levied within the District by the
County Council under the proceedings taken pursuant to the Act and the Resolution of
Intention.
"Record Date"means the fifteenth day of the calendar month immediately preceding the
applicable Interest payment Date.
"Redemption .Fund" means the .fund designated "County of Centra Costa Limited
Obligation Refunding Improvement Bonds (Mrack Load. Improvements Camino Tassajara Area
Reassessment District), Series 1999-1. Redemption Fund," established and administered under
Section 4.04 hereof.
"Redemption Premium" means five percent (5%) of the principal amount of the Bonds
called for redemption pursuant to Section 2.03(A)(i).
"Resolution of Intention" means Resolution No. adopted by the Board of the
County on August 1999.
"Resolution of Issuance" reams, Resolution No. adopted by the Board of the
County on August. 1999.
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue,
Carden City, New York 11530, Fax - (516) 227-4039 or 4190; Midwest Securities Trust
Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois
60605, Fax — (312) 663-2343; Philadelphia Depository Trust Company, Reorganization.
Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, attention: Bond Department,
Dex - (2.15) 496-5058; and, in accordance with there current guidelines of the Securities and
Exchange Commission, such other addresses and/or such other securities depositories as the
County may designate in are Officer's Certificate delivered to the Fiscal Agent.
`"Supplemental Agreement"means an agreement the execution of which is authorized by a
resolution which has been duly adopted by the Board of the County under the Bored Law and
which agreement is amendatory of or supplemental to this Agreement, but only if and to the
extent that such agreement is specifically authorized hereunder.
"Treasurer"means the Treasurer of the County,or designee thereof.
ARTICLE II
THE BONDS
Section 2.01. Bonds Issued. The Bonds in the aggregate principal amount of
_ Dollars ( _ ) are hereby authorized to be issued
by the County under and subject to the terms of the Resolution of Issuance and this Agreement,
the Act and other applicable laws of the State of California. The Bonds shall be secured by the
Reassessments and moneys in the Redemption Fund.
Section 2.02. Terms —
(A) Denominations. The Bonds shall be issued as fully registered Bonds
without coupons in the denomination of $5,000 or any integral multiple thereof. Bonds
shall be lettered and numbered in a customary manner as determined by the Fiscal
Agent.
(B) Date of Bonds. The Bonds shall be dated the Bond Date.
(C) CUSIP Identification Numbers. "CUSIP"" identification numbers shall be
imprinted on the Bonds, but such numbers shall not constitute a part of the contract
evidenced by the Bands and any error or omission with respect thereto shall not
constitute cause for refusal of any purchaser to accept delivery of and pay for the
Bonds. In addition, failure on the part of the County or the Fiscal .Agent to use such.
CUSIP numbers in any notice to Owners shall not constitute an event of default or any
violation of the County's contract with such Owners and shall not impair the
effectiveness of any such notice.
(D) Maturities. The Bonds shall mature and bear interest at the rates per
annum as follows:
Year Principal Interest
September 2) Amount Date
(E) Interest. The Bonds shall bear interest at the rates set forth above
payable on the Interest Payment Dates in each year. Interest shall be calculated on the
basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear
interest from.the Interest Payment Date next preceding the date of authentication thereof
unless (i) it is authenticated and registered as of an Interest Payment Date, in which
event it shall bear interest from. such Interest Payment Date, or (ii) it is authenticated
prior to the first Interest Payment Date, in which event it shall bear interest from. the
Bond Date.
(F) Method of Payment. Interest on the Bonds (including the final interest
payment upon maturity or earlier redemption) is payable by check of the Fiscal .Agent
mailed by first class mail to the registered Owner thereof at such registered Owner's
address as it appears on the Bond Register maintained by the Fiscal Agent at the close
of business on the Record Date preceding the Interest Payment Date, or by wire transfer
made on such Interest Payment Date upon written instructions of any Owner of
$1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent
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prior to the applicable Record Bate. The principal of the Bonds and any premium on
the Bonds are payable in lawful money of the United Mates of America upon surrender
of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal
Agent under this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall
destroy the canceled Bonds and, upon request of the County, issue a certificate of
destruction of such Bonds to the County.
Section 2.03. &dg tom.
(A) General.
(i) Q12tional Redemption. Each Outstanding Bond, or any portion of
the principal thereof, in the principal amount of $5,000 or any integral multiple
thereof, may be redeemed and paid in advance of maturity on any Interest
Payment Date in any year by giving at least 60 days written notice to the Owner
thereof by registered or certified marl or by personal service and by paying the
principal amount thereof together with the Redemption Premium thereon plus
interest to the date of redemption,unless sooner surrendered,in which event said
interest will be paid to the date of payment, all in the manner and as provided in
the Bond Law.
The Treasurer shall notify the Fiscal Agent of Bonds to be called for redemption
upon prepayment of Reassessments in amounts sufficient therefor, or whenever
sufficient surplus funds are available therefor in the Redemption Fund. The Fiscal Agent
shall select Bonds for retirement in such a way that the ratio of Outstanding Bonds to
issued Bonds shall be approximately the same in each annual series insofar as possible.
Within each annual series,the Fiscal Agent shall select Bonds for retirement by lot.
The provisions of fart 11.1 of the Bond Law are applicable to the advance
payment of Reassessments and to the calling of the Bonds. The Treasurer shall advise
the Fiscal Agent of such provisions to the extent not specified herein.
(B) Notice to Fiscal Agent. The Treasurer shall give the Fiscal Agent written
notice of the aggregate amount of Bonds to be redeemed pursuant to subsection (A) not
less than forty-five (45) days prior to the applicable redemption date.
(C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice
of any redemption to be mailed as provided in Section 2.03(A)(i), to the respective
Owners of any Bands designated for redemption, at their addresses appearing can the
Bond Register in the Principal Office of the Fiscal Agent. The Fiscal Agent (but only if
the Bonds are not held by the Trustee for the Authority Bonds)shall also cause notice of
redemption to be mailed to the Securities Depositories and to one or more of the
Information Services at least one day earlier than the giving of notice to the Owners as
aforesaid, provided, however, such mailing to the Securities Depositories and
Information Services shall not be a condition precedent to such redemption and failure
to so mail or of any person or entity to receive any such notice, or any defect in any
notice of redemption, shall not affect the validity of the proceeding for the redemption
of such Bonds.
Such notice shall state the redemption date and the redemption price and, if less
than all of the then Outstanding Bonds are to be called for redemption, shall designate
the CUSIP numbers and Band numbers of the Bonds to be redeemed by giving the
individual CLSIP number and Bond number of each Bond to be redeemed or shall state
that all Bonds between two stated Bond numbers,both inclusive, are to be redeemed or
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that all of the Bonds of one or more maturities have been called for redemption, shall
state as to any Bond called in part the principal amount thereof to be redeemed, and
shall require that such Bonds be then surrendered at the Principal Office of the Fiscal
Agent for redemption at the said redemption price, and shall state that further interest
on such Bonds,or the portion thereof to be redeemed,will not accrue from and after the
redemption date.
Upon the payment of the redemption price of Bonds being redeemed, each check
or other transfer of funds issued for such purpose shall, to the extent practicable, bear
the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with
the proceeds of such check or other transfer.
Upon surrender of Bonds redeemed in part only, the County shall execute and
the Fiscal Agent shall authenticate and deliver to the registered Owner,at the expense of
the County, a new Bond or Bonds, of the same series and maturity, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the
Bond or Bonds.
(D) Effect of Redemption. From and after the date fixed for redemption, if
funds available for the payment of the principal of, and interest and any premium on,
the Bonds so called for redemption shall have been deposited in the Redemption Fund
on the date fixed for redemption,such Bonds so called shall cease to be entitled to any
benefit under this Agreement other than the right to receive payment of the redemption
price, and no interest shall accrue thereon on or after the redemption date specified in
such notice.
All Bonds redeemed by the Fiscal Agent pursuant to this Section 2.03 shall be canceled
by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon request of the
County,issue a certificate of destruction of such Bonds to the County.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the
forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated
herein, with necessary or appropriate variations, omissions and insertions, as permitted or
required by this Agreement,the Resolution of Issuance and the Bond Law.
Section 2.05. Execution.of Bonds. The Bonds shall be executed on behalf of the County
by the facsimile signatures of its Treasurer and its Clem who are in office on the Closing Bate,
and the seal of the County shall be impressed,imprinted or reproduced by facsimile thereon. If
any officer whose signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had
remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and
attested on behalf of the County by such persons as at the actual date of the execution of such
Bond shall be the proper officers of the County although at the nominal date of such Bond any
such person shall not have been such officer of the County. Only such Bonds as shall bear
thereon a certificate of auuthentication in substantially the form set forth in Exhibit A, executed
and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the
benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be
conclusive evidence that the Bonds registered hereunder have been duly authenticated,
registered and delivered hereunder and are entitled to the benefits of this Agreement.
Section 2.O6. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred,upon.the Bond Register under Section 2.08 hereof by the person in whose name it is
registered,in person or by such person's duly authorized attorney,upon surrender of such Bond
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for cancellation, accompanied by delivery of a duly written instrument of transfer in a for
approved by the Fiscal Agent. The cast for any services rendered or any expenses incurred by
the Fiscal Agent in connection with any such transfer shall be paid by the County. The Fiscal
Agent shall collect from the Owner requesting such transfer any tax or other governmental
charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be
surrendered for transfer, the County shall execute and the Fiscal Agent shall authenticate and
deliver a new Bond or Bonds, for like aggregate principal amount(s), rnaturity(ies) and interest
rate(s), in the denominations herein authorized. Neither the County nor the Fiscal Agent shall be
required to make such transfer of Bonds can or after a Record Date and before the next ensuing
Interest Payment Date.
Section. 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same maturity. The cost for any services rendered or any expenses incurred by the
Fiscal Agent in connection with any such exchange shall be paid by the County. The Fiscal
Agent shall collect from. the Owner requesting such exchange any tax or other governmental
charge required to be paid with respect to such exchange. Neither the County near the Fiscal
Agent shall be required to make such exchange of Bonds after a Record Date and before the
next ensuing Interest Payment Date.
Section 2.08. Band Ren isg�ter. The Fiscal Agent will keep, or cause to be kept, at its
Principal Office the Bond. Register for the registration and transfer of the Bonds which Bond
Register shall show the series number,date,maturity amount,rate of interest and last registered
Owner of each Bond and shall at all times be open to inspection by the County during regular
business hours on any Business Day, upon reasonable -notice; and, upon presentation for such
purpose, the Fiscal Agent shall, ander such reasonable regulations as it may prescribe, register
or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds
as hereinbefore provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the County, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Brand shall be executed by the County and
authenticated by the Fiscal Agent upon the same conditions and in substantially the same
manner as the definitive Bonds. If the County issues temporary Bonds it willl execute and
furnish definitive Bonds without delay and thereupon the temporary Bonds shall be
surrendered,for cancellation,in exchange for the definitive Bands at the Principal Office of the
Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent
shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate
principal amount of definitive Bonds of authorized denominations. Until so exchanged, the
temporary bonds shall be entitled to the same benefits under this Agreement as definitive
bonds authenticated and delivered hereunder.
Section 2.10. bonds Mutilated, Lost. Destroyed or Sto. lsn. if any Bond shall become
mutilated,the County, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tensor and principal amount in
exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal
Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall
be canceled by it and destroyed by the Fiscal Agent who shall, upon request of the County,
deliver a certificate of destruction thereof to the County. If any Bond shall be lost, destroyed or
stolen,evidence of such lass, destruction or theft may be submitted to the Fiscal Agent and, if
such evidence be satisfactory to the Fiscal Agent and indemnity satisfactory to the Fiscal Agent
and the County shall be givers,the County, at the expense of the Owner, shall execute, and the
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Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in
feu of and in substitution for the Bond so lost, destroyed or stolen. The County may require
payment of a sum not exceeding the actual cost of preparing each new Bond delivered under
this Section 2.10 and of the expenses;,which may be incurred by the County and the Fiscal Agent
for the preparation, execution, authentication and delivery. Any Bond delivered under the
provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall
constitute an original additional contractual obligation on the part of the County whether or not
the Bond so alleged to be last, destroyed or stolen is at any time enforceable by anyone, and
shall be equally and proportionately entitled to the benefits of this Agreement with all other
Bonds issued under this Agreement,
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AR'HCL.F III
ISSUANCE OF BONDS
Section 3.01. Issuance and Deliveryof Bonds. At any time after the execution of this
Agreement, the County may issue the Bonds in the aggregate principal amount set forth in
Section 2.01 hereof and deliver the Bonds to the Original Purchaser. Pursuant to the Resolution
of Issuance, the Authorized Officers of the County are authorized and directed to deliver any
and all documents and instruments necessary to cause the issuance of the Bonds in accordance
with the provisions of the Act, the Bond Law, the Resolution of Issuance and this Agreement, to
authorize the payment of Costs of Issuance by the County from the proceeds of the Bonds and
to do and cause to be done any and all acts and things necessary or convenient for delivery of
the Bonds to the Original Purchaser.
Section 3.032 . Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion of public improvements or upon the
performance by any person of such person's obligation with respect to the public improvements.
Section 3.03. Pledges of reassessments and Funds. The Bonds shall be secured by a first
pledge(which pledge shall be effected in the manner and to the extent herein provided) of all of
the Reassessments and all moneys deposited in the redemption Fund. The Reassessments and
all moneys deposited into said funds (except as otherwise provided herein) are hereby
dedicated to the payment of the principal of, and interest and any premium on, the Bonds as
provided herein and in the Bond Law until all of the Bonds have been paid and retired or until
moneys or Federal Securities have been set aside irrevocably for that purpose in accordance
with Section 3.033 hereof.
Section 3,04. Limited Obligation. All obligations of the County under this Agreement
and the Bonds shall not be general obligations of the County, but shall be limited obligations,
payable solely from the Reassessments and the funds pledged therefore hereunder. Neither the
faith and credit of the County nor of the State of California or any political subdivision thereof
is pledged to the payment of the Bands. The Bonds are "Limited Obligation refunding
Irnprovernent Bonds"and are payable solely from and secured solely by the .Reassessments and
the amounts in the Redemption Fund created hereunder. Notwithstanding any other provision
of this Agreement, the County is not obligated to advance available surplus funds from the
County treasury to cure any deficiency in the Redemption Fund.
Section 3.05. No Acceleration= The principal of the Bonds shall not be subject to
acceleration.hereunder. Nothing in this Section 3.05 shall in any way prohibit the redemption of
Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this
Agreement under Section 9.03 hereof.
Section 3.036. Refunding of BQndse The Bonds may be refunded by the County pursuant
to Divisions 11 or 11.5 of the California Streets and Highways Code upon the conditions as set
forth in appropriate proceedings therefor. This Section shall not apply to or in any manner limit
advancement of the maturity of any of the Bonds as provided in farts S, 9, 11, or 11.1 of the
Bond Law, nor shall this Section 3.06 apply to or in any manner lirnit the redemption and
payment of any Bond pursuant to subsequent proceedings providing for the payment of
amounts to eliminate previously unposed fixed lien assessments,including the Reassessments.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Deposit of-Bond Proceeds. The proceeds of the purchase of the Bonds by
the Original Purchaser,shall be paid to the Pascal Agent,who shah forthwith set aside,pay over
and deposit such proceeds on the Closing Date as follows:
(A) The Fiscal Agent shall transfer the amount of $ to the Treasurer
for deposit into the Improvement Fund,
(B) The Fiscal Agent shall deposit the amount of _-----,--__ into the Escrow
Fuad, being the balance of the proceeds of the Bonds received from the Original
Purchaser on the Closing Date.
Section 4.02. Deserved .
Section 4.03. Escrow Fund. Can. the Closing Date, the County is hereby directed and
authorized to cause to be established a fund to be held by the Escrow Folder under the Escrow
Agreement and to be known as the "County of Contra Costa Limited Obligation Refunding
Bonds wrack Road Improvements Camino Tassajara Area Reassessment District),Series 1999-
1 Escrow Fund" (the "Escrow Fund"). The purpose of the establishment of the Escrow Fund
shall be to assure the timely retirement of the Prior Bonds in advance of their respective stated
maturities, using a portion of the proceeds of the Bonds and other funds held by the County
with respect to the Prior Bonds and investment earnings thereon, all as to be specified by
appropriate Certificates of the County and in the Escrow Agreement,
Section 4.04. Redemption Fund.
(A) Establishment of Redemption Fund. The Redemption Fund is hereby
established as a separate fund to be held by the Fiscal Agent to the credit of which
deposits shall be made as required by this Agreement or the Bond Law. Moneys in the
Redemption Fund shall be held by the Fiscal Agent for the benefit of the County and the
Owners of the Bonds, shall be disbursed for the payment of the principal of, and
interest and any premium on, the Bonds as provided below. Within the Redemption
.Fund there is hereby established the Prepayment Account, which shall be used
exclusively for the administration of any prepayments of Reassessments pursuant to
Section 8767 of the Bond Law to assure the timely redemption of Bonds. In the event all
of the Reassessments are prepaid in full, the Prepayment Account shah be closed.
(B) Transfers from Authority Bond Funds. Whenever, after the issuance of the
Bonds, a Reassessment is prepaid, in whole or in part, the Trustee for the Authority
Bonds will transfer to the Fiscal Agent an amount from the Reserve Fund for the
Authority Bonds to be applied to such prepayment as directed in writing by the County.
(C) Disbursements. Can or before each Interest Payment Date, the Fiscal Agent
shall withdraw from the Redemption Fund for payment to the Owners of the Bonds the
principal of,and interest and any premium,then due and payable on the Bonds. If there
are insufficient funds in the Redemption Fund to make the payments provided for in the
preceding sentence,the Fiscal Agent shall apply the available funds first to the payment
of interest on the Bonds,then to the payment of principal due on the Bands, and then to
payment of principal due on the Bonds by reason of Bonds called for redemption
pursuant to Section 2.03(A)(i) hereof.
(D) Investment. Moneys in the Redemption Fund (and the accounts therein)
shall be invested and deposited in accordance with Section 6.0?.. Interest earnings and
profits resulting from such investment and deposit shall be retained in the Redemption
Fund.
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ARTICLE V
COVENANTS OF THE COi,.,'NT`4'
Section 5.01. Collection of Reassessments. The County shall comply with all
requirements of the Act,the Bond law and this Agreement to assure the timely collection of the
Reassessments, including, without limitation, the enforcement of delinquent Reassessments.
Any funds received by the County in and for the District, including, but not limited to,
collections of Reassessments upon the secured tax rolls, collections of delinquent Reassessments
and penalties thereon,through foreclosure proceedings and the prepayment of Reassessments or
portions thereof, shall be immediately transmitted directly to the Fiscal Agent, without
deduction., to be deposited into the funds and accounts herein. specified. To that end, the
following shall apply:
(A) The Reassessments, as set forth on the hist of Unpaid Reassessments on
file with the Treasurer, together with the interest thereto, shall be payable in annual
series corresponding in number to the number of serial maturities of the Bonds issued.
An annual proportion of each Reassessment shall be payable in each year preceding the
date of maturity of each of the several series of Bonds issued sufficient to pay the Bonds
when due and such proportion of each Reassessment coming due in any year, together
with the annual interest thereon, shall be payable in the same -manner and at the same
time and in the same installments as the general taxes on real property are payable, and
become delinquent at the same times and in the same proportionate amounts and bear
the same proportionate penalties and interests after delinquency as do the general taxes
on real property. All sums received from the collection of the Reassessments and of the
interest and penalties thereon shall be placed in the Redemption Fund. In addition, all
sums received by the County with respect to the assessments levied in connection with
the prior Bonds, including any penalties and delinquencies, shall be placed in the
Redemption .Fund. Any prepayments of Reassessments shall be placed in the
Prepayment Account established :ander and administered in accordance with this
Agreement.
(B) The Treasurer shall, before the final date on which the auditor will
accept the transmission of the Reassessments for the parcels within the District for
inclusion on the next tax roll,prepare or cause to be prepared, and shall transmit to the
Auditor, such data as the auditor requires to include the installments of the
Reassessments on the next secured tax roll of the County. The Treasurer is hereby
authorized to employ consultants to assist in computing the installments of the
Reassessments hereunder and in reconciling Reassessments billed to amounts received as
provided in subsection (C) of this Section.5.01.
(C) The Reassessments shall be payable and be collected in the same manner
and at the same time and in the same installments as the general taxes on real property
are payable,and have the same priority,become delinquent at the same times and in the
same proportionate amounts and bear the same proportionate penalties and interest
after delinquency as do the general taxes on real property. In addition to any amounts
authorized pursuant to the Bond Law to be included with the annual amounts of
installments as aforesaid, the County,pursuant to section 8682.1 of the Bond Law, may
cause to be entered on the assessment roll on which taxes will next become due,
opposite each lot or parcel of land within.the District in the manner set forth in. sections
8682 and 8682.1, each lot's pro rata share of the estimated annual expenses of the
County in connection with the administrative duties thereof for the Bonds, including, but
not limited to,the costs of registration,authentication,transfer and compliance with the
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provisions of Article V hereof, which amounts shall be used to defray the casts of the
County in complying with the provisions of this Agreement. Delinquent Reassessments
shall be subject to foreclosure pursuant to Section 5.02 hereof.
Section 5.02. Foreclosure. The County hereby covenants with and for the benefit of the
Owners of the Bonds that it will order, and cause to be commenced, and thereafter diligently
prosecute an action in the superior court to foreclose the lien of any Reassessment or installment
thereof which has been billed, but has not been paid, pursuant to and as provided in sections
8830 and 8835,inclusive of the Bond law and the conditions specified in this Section 5.02 The
Treasurer shall notify the County Counsel of any such delinquency of which the 'Treasurer is
aware, and the County Counsel shall commence, or cause to be commenced, such foreclosure
proceedings,including collection actions preparatory to the filing of any complaint. The County
Counsel is hereby authorized to employ counsel to conduct any such foreclosure proceedings.
The following conditions shall apply to the foreclosure proceedings which shall be commenced
within 60 days of any of the following determinations which shall be made by the Treasurer not
later than October 1 of each Fiscal Year.
(A) If the Treasurer determines that there is a delinquency of an Reassessment
of $ or more for a prior Fiscal Year or Years for any single parcel of land in the
District.
(B) If the Treasurer determines that the total amount of delinquent
Reassessments for the prior Fiscal Year for the entire Reassessment District, less the
total delinquencies under subsection (A) above, exceeds three percent (3%) of the total
Reassessments due and payable in the prior Fiscal Year, foreclosure shall be commenced
against each parcel of land in the District with a delinquency of $1,000 or more for the
prior Fiscal Year or Years.
(C) If the Treasurer determines that the total amount of delinquent
Reassessment for the prior Fiscal Year for the entire Reassessment District, less the total
delinquencies under subsections (A) and (B) above, exceeds three percent (3%) of the
total Reassessments due and payable for the prior Fiscal Year, foreclosure shall be
commenced against each parcel of land within the District with any amount of
delinquency for the prior Fiscal Year or Years.
Section 5.03. Punctual�e�at. The County will punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.04. Extension. of Time for Payrrsent. In order to prevent any accumulation of
clam for interest after maturity, the County shall not, directly or indirectly, extend or consent
to the extension of the time for the payment of any claim for interest on any of the Bonds and
shall not, directly or indirectly, be a party to the approval of any such arrangement by
purchasing or funding said claims for interest or in any other manner. In case any such claire for
interest shall be extended or funded,whether or not with the consent of the County, such claim
for interest so extended or funded shall not be entitled, in case of default hereunder, to the
benefits of this Agreement,except subject to the prior payment in full of the principal of all of
the Bonds then Outstanding and of all claims for interest which shall not have so extended or
funded.
Section 5.05. Against Encurrsbrance. The County will not encumber, pledge or place
any charge or lien upon any of the Reassessments or other amounts pledged to the Bonds
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superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds,
except as permitted by the Resolution.of Issuance, this Agreement, the Act or the Band Law.
Section 5.06. Books and. Accounts. The County will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the County, in
which complete and correct entries shall be made of all transactions relating to the
Reassessments,which records shall be subject to inspection by the Owners of the Bonds upon
reasonable prier notice on any Business Day.
Section 5.07. Protection of Security and Rights of Owners. The County will preserve
and protect the security of the Bonds and the rights of the Owners thereto, and will warrant
and defend their rights to such security against all claims and demands of all persons. From
and after the delivery of any of the Bonds by the County, the Bonds shall be incontestable by
the County.
Section 5.08. Further Assurances. The County will adopt, rake, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Agree .ent,
and for the better assuring and confirming unto the Owners of the rights and 'benefits provided
in this Agreement.
Section 5.09. Private Activity Bond Limitation. The County shall assure that the
proceeds of the Bands are not so used as to cause the Authority Bonds to satisfy the private
business tests of section 141(b) of the Code or the private loan financing test of section 141(c)
of the Code.
Section 5.10. Federal Guarantee Prohibition. The County shall not take any action or
pent or suffer any action. to be taken if the result of the same would be to cause any of the
Authority Bonds to be "federally guaranteed"within the meaning of section 149(b)of the Code.
Section 5.11.. Rebate 2gQuirement. The County shall cooperate with and take any and all
actions reasonably requested by the Authority to assure compliance by the Authority with
section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the
federal government, to the extent that such section is applicable to the Authority Bonds.
Section 5.12. No Arbitrage. The County shall .not take, or permit or suffer to be taken
by the Treasurer, by the Fiscal Agent or otherwise, any action with respect to the proceeds of
the Bonds which,if such action had been reasonably expected to have been taken, or had been
deliberately and intentionally taken,on the date of issuance of the Authority Bonds would have
caused the Authority Bonds to be "arbitrage bonds" within the meaning of section 148 of the
Code.
Section. 5.13. Yield of the Bonds. In determining the yield of the Authority Bonds to
comply with Sections 5.1.1 and 5.12 hereof, the County will tape into account redemption
(including premium,if any)in advance of maturity based on the reasonable expectations of the
County, as of the Closing Bate, regarding prepayments of Reassessments and use of
prepayments for redemption of the Bonds, without regard to whether or not prepayments are
received or Bonds redeemed.
Section 5.14. Maintenance of Tax-Exemption. The County shall take all actions
reasonably requested by the Authority to assure the exclusion of interest on the Authority
Bonds from the gross income of the Owners of the Authority Bonds to the same extent as such
interest is permitted to be excluded from gross income under the Code as in effect on the date of
issuance of the Authority Bonds,
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ARTICLE VI
INVESTMENTS; LIABILITY OF THE COUNTY
Section 6.01, Deposit and Investment of Moneys in Funds. Subject in all respects to the
provisions of Section 6.02, moneys in any fund or account created or established by this
Agreement and held by the Fiscal Agent or the Treasurer shall be invested by the Fiscal Agent or
the Treasurer in Authorized Investments, as directed, in the case of funds held by the Fiscal
Agent,pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business
Days in advance of the making of such investments. The following shall apply to such
investments,
(A) In the absence of any such Officer's Certificate, the Fiscal Agent shall
invest any such moneys in Authorized Investments described in clause (h) of the
definition thereof which by their terms mature prior to the date on which such moneys
are required to be paid out hereunder. Obligations purchased as an investment of
moneys in any fund shall be deemed to be part of such fund or account, subject,
however, to the requirements of this Agreement for transfer of interest earnings and
profits resulting from investment of amounts in funds and accounts;
(B) The Fiscal Agent or its affiliates may act as principal or agent in the
acquisition or disposition of any investment. The Fiscal Agent shall incur no liability for
losses arising from any investments made pursuant to this Section,
(C) Subject in all respects to the provisions of Section 5.14, investments in
any and all funds and accounts may at the discretion of the Fiscal Agent be commingled
in a separate fund or funds for purposes of malting, holding and disposing of
investments, notwithstanding provisions herein for transfer to or holding in or to the
credit of particular funds or accounts of amounts received or held by the .Fiscal Agent
hereunder,provided that the Fiscal Agent shall at all tunes account for such investments
strictly in accordance with the funds and accounts to which they are credited and
otherwise as provided in this Agreement;and
(D) The Fiscal Agent shall sell at the highest price reasonably obtainable, or
present for redemption, any investment security whenever it shall be necessary to
provide moneys to meet any required payment, transfer, withdrawal or disbursement
from the fund or account to ;which such investment security is credited and the Fiscal
Agent shall not be liable or responsible for any loss resulting from the acquisition or
disposition of such investment security in accordance herewith.
The County acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the County the right to receive
brokerage confirmations of security transactions as they occur, the County specifically
waives receipt of such confirmations to the extent permitted by law. The Trustee will
furnish the County periodic cash transaction statements wldch include detail for all
investment transactions made by the Trustee hereunder.
Section 6.02. Acquisition,Disposition}and Valuation of Investments.
(A) Except as otherwise provided in subsection (B) of this Section, the
County covenants that all investments of amounts deposited in any fund or account
under this Agreement, or otherwise containing gross proceeds of the Bonds (under
section 148 of the Code) shall be acquired, disposed of and valued (as of the date that
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valuation us required by this Agreement or the Code) at Fair Market Value, provided
that the Fiscal Agent shall not be responsible for the determination of pair Market Value.
(B) Investments in funds or accounts (or portions thereof) that are subject to
a yield restriction ender applicable provisions of the Code shall be valued at their
present value (under section 1.48 of the Code), provided that the Fiscal Agent shall not
be responsible for the determination of present value.
Section 6.€3. Liability of Count. The County shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly provided herein or in the Bonds. The County shall not be liable to any Owner in
connection with the performance of its duties hereunder,except for its own negligence or willful
default. The County shall not be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent herein
or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to
the existence of a default thereunder. Under this Agreement, the following shall apply to the
County:
(A) In the absence of bad faith, the Fiscal Agent and the County,including the
Treasurer,may conclusively rely,as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Fiscal
Agent and the County and conforming to the requirements of this Agreement. The Fiscal
Agent and the County, including the Treasurer, shall not be liable for any error of
judgment made in good faith unless it shall be proved that it was negligent in
ascertaining the pertinent facts;
(13) No provision of this Agreement shall require the County to expend or risk
its oven general funds or otherwise incur any financial liability (other than with respect
to the foreclosure proceedings for delinquent Reassessments and the payment of fees
and costs of the Fiscal Agent) in the performance of any of its obligations hereunder or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it;
(C) The Fiscal Agent and the County may rely and shall be protected in
acting or refraining from acting upon any notice, resolution., request, consent, order,
certificate,report,warrant,bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or proper parties. The Fiscal
Agent and the County may consult with counsel, who may be the County Counsel, with
regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action:taken or suffered by it hereunder in
good faith and in accordance therewith.;
(D) The County or the Fiscal Agent shall not be bound to recognize any
person as the Owner of a Bond unless duly registered and until such Bond is submitted
for inspection, if required, and his title thereto satisfactorily established, if disputed,
and
(F) Whenever in the administration of its duties under this Agreement the
County or the Fiscal Agent shall deem it necessary or desirable that a utter be proved
or established.prior to taking or suffering any action hereunder,such matter(unless other
evidence m respect thereof be herein specifically prescribed) may, in the absence of
willful misconduct on the part of the County or the Fiscal Agent, be deemed to be
conclusively proved and established by a certificate of the Fiscal Agent or other expert
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retained by the County or the Fiscal Agent for she purposes hereof, and such certificate
shall be full warrant to the County or the Fiscal Agent for any action taken or suffered
under the provisions of this Agreement or any Supplemental Agreement upon the faith
thereof,but in its discretion the Fiscal Agent of the County may, in lieu thereof, accept
other evidence of such matter or may require such additional evidence as to it may deem.
reasonable.
Section 6.04. Employment of Agents by Fiscal Agent car County. In order to perform its
duties and obligations hereunder, the Fiscal Agent or the County may employ such persons or
entities as it deerns necessary or advisable. 'The Fiscal Agent or the County shall not be liable
for any of the acts or emissions of such persons or entities employed by it with reasonable care
and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing
so,upon the opinions,calculations,determinations and directions of such persons or entities.
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ARTICLE VII
THE FISCAL AGENT
Section 7.01. A Spointment of Fiscal Agent. U.S. Bank Trust National Association at
the Principal Office, is hereby appointed Fiscal Agent and paying agent for the Bonds. The
Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Fiscal Agent. With respect to the appointment of the Fiscal Agent, the
following shall apply:
(A) .Any company into which the Fiscal Agent may be merged or converted or
with which it may be consolidated or any company resulting from any merger,
conversion or consolidation to which it shall be a party or any company to which the
Fiscal Agent may sell or transfer all or substantially all of its corporate trust business,
provided such company shall be eligible under the following paragraph of this Section
7.01 shall be the successor to such Fiscal Agent without the execution or filing of any
paper or any further act, anything herein to the contrary notwithstanding. The Fiscal
Agent shall give the Treasurer written notice of any such succession hereunder.
(B) The County may remove the Fiscal Agent initially appointed and any
successor thereto, and may appoint a successor or successor's thereto, but any Fiscal
Agent shall be a bank or trust company having a combined capital (exclusive of
borrowed capital) and surplus of at least Fifty 1Milhon Dollars ($50,000,000) and
subject to supervision or examination by federal or state authority. If such bank or trust
company publishes a report of condition at least annually, pursuant to law or to the
regtdrements of any supervising or examining authority above referred to, then for the
purposes of this Section 7.01, combined capital and surplus of such bank or trust
company shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
(C) The Fiscal Agent may at any time resign by giving written notice to the
County and by giving to the Owners notice by snail of such resignation. Upon receiving
notice of such resignation, the County shall promptly appoint a successor Fiscal. Agent,
satisfying the requirements of Section. 7.01(B) above, by an instrument in writing. Any
resignations or removal of the Fiscal Agent shall become effective upon acceptance of
appointment by the successor Fiscal Agent.
(F3) If no appointment of a successor Fiscal Agent shall be made pursuant to
the foregoing provisions of this Section within forty-five(45) days after the Fiscal Agent
shall have givers to the County written notice or after a vacancy in the office of the Fiscal
Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bond
Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal
Agent. Said court may thereupon, after such notice, if any, as such court may deem
proper, appoint a successor Fiscal Agent; and
(E) If, by reason of the judgment of any court, the Fiscal Agent is rendered
unable to performs its duties Hereunder, all such duties and all of the rights and powers
of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the
County in trust for the benefit of the Owners. The County covenants .for the direct
benefit of the Owners that its Treasurer in such case shall be vested with all of the rights
and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities
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and perforin all of the duties of the Fiscal Agent hereunder,in trust for the benefit of the
Owners of the Bonds.
Section 7.02. Liability of Fiscal Agent. With respect to the liability of the Fiscal Agent,
the following shall apply;
(A) The recitals o: facts, covenants and agreements herein and in the Bonds
contained shall be taken as statements, covenants and agreements of the County, and
the Fiscal Agent assumes no responsibility for the correctness of the same, snakes no
representations as to the validity or sufficiency of this Agreement or of the Bonds, or
shall incur any responsibility in respect thereof, other than in connection with the duties
or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent
shall not be liable in connection with the performance of its duties hereunder, except for
its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or
I
iability for any information, statement or recital in any official statement or other
disclosure material prepared or distributed with respect to the issuance of the Bonds;
(B) The Fiscal Agent may conclusively rely, as to the truth of the statements
and the correctness of the opinion expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement;but
in the case of any such certificates or opinions by which any provision hereof are
specifically required to be furnished to the Fiscal Agent,the Fiscal Agent shall be under a
duty to examine the same to determine whether or not they conform to the requirements
of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be
protected and shall incur no liability in acting or proceeding, or in not acting or not
proceeding, in good faith, reasonably and in accordance with the terms of this
Agreement, upon any resolution, order, notice, request, consent or waiver, certificate,
statement,affidavit, or other paper or document which it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and furnished pursuant to any provision of this Agreement, and the
Fiscal Agent shall not be under any duty to make any investigation or inquiry as to-any
statements contained or matters referred to in any such instrument,
(C) The Fiscal Agent shall not be liable for any error of judgment made in
good faith by a responsible officer unless it shall be proved that the Fiscal Agent was
negligent in ascertaining the pertinent facts;
(D) No provision of this Agreement shall require the FiscalAgent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder,or in the exercise of any of its rights or powers;
(E) The Fiscal Agent shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement at the request or direction of any of the Owners
pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent
reasonable security or indemnity against the costs, expenses and liabilities which might
be incurred by it fti compliance with such request or direction;and
(F) The Fiscal Agent may become the owner of the Bonds with the same
rights it would have if it were not the Fiscal Agent,
Section 7.03. Information:Books and Accounts. The Fiscal Agent will keep, or cause to
be kept,proper books of record and accounts, separate from all other records and accounts of
the Fiscal Agent, in which complete and correct entries shall be made of all transactions made
by it relating to the expenditure of amounts disbursed from the Redemption Fund. Such books
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of record and accounts shall,upon reasonable notice, at all times during business hours on any
Business Day be subject to the inspection of the County and the Owners of not less than ten
percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives
duly authorized in writing.
Section. 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely, without
undertaking any investigation or inquiry, and shall be protected in acting or refraining from
acV.ng upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or
other paper or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or proper parties. The Fiscal .Agent may consult with counsel,
who may be counsel to the County, with regard to legal questions, and time opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken or
suffered by it hereunder in good faith and in accordance therewith. The Fiscal Agent shall not
be bound to recognize any person as the Owner of a Bond unless and until such person is the
registered Owner of such Bond and such Bond is submitted for inspection., if required, and such
Owner's title thereto satisfactorily established, if disputed. Whenever in the administration of
its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)may,in the absence of
wily misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and
established by a certificate of an Authorized Officer of the County, and such certificate shall be
full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this
Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal .Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may seem reasonable.
Section 7.13 . compensation,Indemnification. The County shall pay to the Fiscal Agent
from bine to time reasonable compensation for all services rendered as Fiscal Agent under this
Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements,
including those of the Fiscal Agent's in house or other attorneys and agents, incurred in and
about the performance of their powers and duties under this Agreement, but the Fiscal Agent
shall not have alien therefor on any funds at any time held by it under this Agreement. The
County further agrees, to the extent permitted by applicable law, to indemnify and save the
Fiscal Agent, its officers, employees, directors and agents harrrxless against any costs, claims,
losses, expenses or liabilities of any kind whatsoever which it may incur in the exercise and
performance of its powers and duties hereunder which are not due to its negligence or willful
misconduct. The obligation of the County under this Section shall survive resignation or
removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of
this Agreement.
Section 7.06. Interaction With the County. In conducting its duties hereunder whenever
the Fiscal Agent is required or deems it appropriate to communicate with the County, it shall
communicate with the Treasurer unless otherwise specifically required hereunder. All
statements and reports required to be produced by the Fiscal Agent hereunder shall be provided
to the Treasurer unless otherwise specifically provided hereunder.
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ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 5.01. Amendments Permitted. This Agreement and the rights and obligations of
the County and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds them Outstanding, exclusive of Bonds disqualified as provided
in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond
or reduce the interest rate thereon, or otherwise alter or impair the obligation of the County to
pay the principal of, and the interest and any premium or., any Bond, without the express
consent of the Owner of such Bond, or (ii) permit the creation by the County of any pledge or
lien upon the Reassessments superior to or on a parity with the pledge and here created for the
benefit of the Bonds (except as otherwise permitted by the Act, the Resolutions, the laws of the
State of California or this Agreement), or reduce the percentage of Bonds required for the
amendment hereof,or to amend this Section 8.01. Any such amendment may not modify any of
the rights or obligations of the Fiscal Agent without its written consent. This Agreement and the
rights and obligations of the County and of the Owners may also be modified or amended at
any time by a Supplemental Agreement, without the consent of any Owners, only to the extent
permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the County in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the County;
(B) to make modifications not adversely affecting any outstanding series of
Bonds of the County in any material respect,
(C) to make such provisions for the purpose of curing any ambiguity, or of
curing,correcting or supplementing any defective provision contained in this Agreement,
or in regard to questions arising under this Agreement, as the County and the Fiscal
Agent may deem necessary or desirable and not inconsistent with this Agreement, and
which shall not adversely affect the rights of the Owners of the Bonds;or
(D) to make such additions, deletions or modifications as may be necessary
or desirable to assure exemption from federal income taxation of interest on the
Authority Bonds .
Section 8.02. QhMerlyleetingas. The County .may at any time call a meeting of the
Owners. In such event the County is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof and to fix and adopt rules and regulations for the
conduct of said meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The County
and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement,to the extent that
such amendment is permitted by Section 8.01 hereof, to take effect when and as provided in
this Section 8.03. With respect to such Supplemental Agreement under this Section 8.03, the
following shall apply:
(A) A copy of such Supplemental Agreement, together with a request to
Owners for their consent thereto,shall be mailed by first class mail, by the Fiscal Agent
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to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental
Agreement and request shall not affect the validity of the Supplemental Agreement when
assented to as in this Section provided,
(B) Such Supplemental Agreement shall not become effective Mess there
shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty
percent (60%)in aggregate principal amount of the Bonds then Outstanding(exclusive of
Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as
hereinafter in this section provided. Each such consent shall be effective only if
accompanied by proof of ownership of the Bonds for which such consent is givers, which
proof shall be such as is permitted by Section 9.04. Any such consent shall be binding
upon the Owner of the Bands giving such consent and on any subsequent Owner
(whether or not such subsequent Owner has notice thereof) unless such consent is
revoked in writing by the Owner wing such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been.mailed;and
(C) After the Owners of the required percentage of Bonds shall have filed
their consents to the supplemental Agreement, the County shall mail a notice to the
Owners in the manner hereinbefore provided in this Section for the mailing of the
Supplemental Agreement, stating in substance that the Supplemental Agreement has
been consented to by the Owners of the required percentage of Bonds and will be
effective as provided in this Section but failure to mail copies of said notice shall not
affect the validity of the Supplemental Agreement or consents thereto). Proof of the
nailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the
papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of
the matters therein stated until the contrary is proved. The Supplemental Agreement
shall become effective upon the filing with the Fiscal Agent of the ,proof of matters
therein of such notice, and the Supplemental Agreement shall be deemed conclusively
binding(except as otherwise hereinabove specifically provided in this Article) upon the
County and the Owners of all Bonds at the expiration of sixty (60) days after such
filing, except in the event of a final decree of a court of competent jurisdiction setting
aside such consent in a legal action or equitable proceeding for such purpose commenced
within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the County,
excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of
any vote,consent or other action or any calculation of Outstanding Bonds provided for in this
Article VIII,and shall not be entitled to vote upon,consent to,or take any other action provided
for in this Article VIII.
Section 8.05. Effect of Supplemental_Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII,this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the County and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment. The
County may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation,by endorsement or otherwise,Lin form
approved by the County, as to such action. In that case, upon request of the Owner of any
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Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
Principal Office of the fiscal Agent or at such other office as the County may select and
designate for that purpose, a suitable notation shall be made on such Bond. The County may
determine that new Bonds,so modified as in the opinion of the County is necessary to conform-
to such.Owners' action, shall be prepared, executed and delivered. In that case, upon request
of the Owner of any Bonds then ( utstarding, such new Bards shall be exchanged at the
Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding,
upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
hirn,provided that due rotation thereof is Trade on such Bonds.
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ARTICLE I%
MISCELLANEOUS
Section. 9.01. Benefits of A 'eement Lirnited to Parties. Nothing in this Agreement,
expressed or implied,is intended to give to any person ether than the County, the Fiscal Agent
and the Owners, any right, remedy or clam under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and or,behalf
of the County shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All Reference to Predecessor. 'Whenever
in this Agreement or any Supplemental Agreement either the County or the Fiscal Agent is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this .Agreement contained by or on behalf of
the County or the Fiscal Agent shall bind and inure to the benefit of the respective successors
and assigns hereof whether so expressed or not.
Section 9.03. Discharge sof AgIte ent. Subject to the provisions of Section 2.13 hereof,
if the County shall pay and discharge the entire indebtedness on all Bonds Outstanding in any
one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of and
interest and any premium on, all Bonds Outstanding,as and when the same become due
and payable;
(B) by depositing with the Fiscal Agent,in trust,at or before maturity, money
which, together with the amounts then on deposit in the funds and accounts provided
for in Sections 4.04 and 4.05 is fully sufficient to pay all Bonds Outstanding, including
all principal,interest and any applicable redemption premiums,or;
(C) by irrevocably depositing with the Fiscal Agent,in trust,cash and Federal
Securities ian such amount as the County shall determine, as confirmed by an
independent certified public accountant, which will, together with the interest to accrue
thereon and moneys then on deposit in the fund and accounts provided for in Sections
4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on all Bonds,
including all principal, interest and any applicable redemption premiums, at or before
their respective maturity dates;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such
redemption shall have been given as in this Agreement provided or provision satisfactory to the
Fiscal Agent shall have been made for the giving of such notice, then, at the election of the
County,and notwithstanding that any Bonds shall not have been surrendered for payment, the
pledge of the Reassessments and other funds provided for in this Agreement and all other
obligations of the County under this Agreement with respect to all Bonds Outstanding shall
cease and terminate,except only the obligation of the County to pay or cause to be paid to the
Owners of the Bonds not so surrendered and paid all surras due thereon, the obligation of the
County to assure that no action is taken or failed to be taken if such action or failure adversely
affects the exclusion of interest on the Bonds from gross income for federal income tax
purposes, and all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof; and
thereafter Reassessments shall not be payable to the Fiscal Agent. Notice of such election shall
be filed with the Fiscal.Agent. Any funds thereafter held by the Treasurer upon payments of all
fees and expenses of the Fiscal Agent, which are not required for said purp
' ose, shall be paid
over to the County to be used by the County as provided in the Act and the Bond Law.
-29-
Section 9.04. Execution of Documents and Proof of Ownership by Owners, Any
request, declaration or other instrument which this Agreement may require or permit to be
executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing. Except as otherwise herein
expressly provided, the fact and date of the execution by any Owner or his attorney of such
request, declaration or other instrument, or of such writing appointing such attorney, may be
proved by the certificate of any notary public or other officer authorized to take
acknowledgments of deeds to be recorded in the state in which he purports to act, that the
person signing such request,declaration or other instrument or writing acknowledged to him the
execution thereof,or by an affidavit of a witness of such execution, duly sworn to before such
notary public or other officer. The ownership of registered bonds and the amount, maturity,
number and date of holding the same shall be proved by the registry books. Any consent,
request, declaration or other instrument or writing of the then registered Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done or suffered to be dome by
the County or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal le
Liability. o member, officer,agent or employee of the
County shall be individually or personally liable for the payment of the principal of, or interest
or any premium on, the Bonds but nothing herein contained shall relieve any such member,
officer,agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demand on County and Fiscal Amt. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the County may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the County with
the Fiscal Agent) as follows:
County of Contra Costa
625 Court Street
Room 103
Martinez, California 94553
Attention: Treasurer
Any notice or demand which by any provision of this Agreement is required or
permitted to be given or served by the County to or on the Fiscal Agent may be given or served,
and shall be effective upon receipt, by being deposited postage prepaid in a post office letter
box addressed which notice shall be effective upon receipt(until another address is filed by the
Fiscal Agent with the County) as follows:
U.S. Bank Trust National Association
One California Street, Suite 400
San. Francisco, CA 94111
Attention: Corporate Trust Department
Section 9.07. Partial Invalidity. if any Section,paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable,such holding shall not affect
the validity of the remaining portions of this Agreement. The County hereby declares that it
would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Agreement maybe held illegal,invalid or unenforceable.
-30-
Section 9.08. Unclaimed Money . Anything contained herein to the contrary
notwithstanding,any moneys held by the Treasurer or the Fiscal Agent in trust for the payment
and discharge of the principal of, and the interest and any premium on, the Bonds which
remains unclaimed for two (2) years after the date when payments of principal, interest and
any premium have become payable, shall be repaid by the Treasurer or the Fiscal Agent to the
County as its absolute property free from any trust, and the Fiscal Agent shall thereupon be
released and discharged with respect thereto and the Bond Owners shall look only to the
County for the payment of the principal of, and interest and any premium on, such Bonds.
Section. 9.09. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and
performed in the State of California.
Section.9.10. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act or the Bond Law, the provision of the Act or the Bond
Law shall prevail over the conflicting provision of this Agreement.
Section 9.11. Conclusive Evidence of Rezalarity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the gularity of all proceedings under the Act
relative to their issuance and the levy of the reassessments.
Section 9.12. Payment on Business Day. In any case where the date of the maturity of
interest or of principal,(and premium.,if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than. a
Business Day, the payment of interest or principal, (and any redemption premium)or the action
need not be made on such date but may be made on the next succeeding day which is a
Business Day with the same force and effect as if made on the date required and no additional
interest shall accrue from such Interest Payment Date until such Business Day.
Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
-31-
III WITNESS WHEREOF,the County and the Fiscal Agent have caused this Agreement
to be executed,all as of the elate first written above.
COUNTY OF CONTRA COSTA
By:
-----------------
--------------
ATTESTa
Clerk of the Board of Supervisors
H.S. BANK TRUST NATIONAL
ASSOCIATION
as Fiscal.Argent
By.
Authorized Officer
-32-
EXHIBrFA
[FORM OF BONDI
United States of America
State of California
Registered
Number A-
COL7l°m°TY OF CONTRA COSTA
LIMITED OBLIGATION REFUNDING ROVEMENT BOND
(Mrack.Road Improvements Camino Tassajara Area Reassessment District)
Series 1999-1
I? TER-.EST RATE MATURITY DA'I'S DATED-DATE
REGISTERED OWNER:
PRINCIPAL AMOUNT. DOLLARS'
Linder and by virtue of the Refunding Act of 2984 for 1915 Improvement Act Bonds,
Division 12.5 of the Streets and Highways Cade (the "Act"), the Contra Costa, County of
Contra Costa, State of California (the "County"), will, out of the redemption fund for the
payment of the bonds issued upon the unpaid portion of reassessments made for the refunding
bonds more fully described in proceedings taken pursuant to Resolution of Intention. No.
adopted by the Board of Supervisors of the County on. August__ , 1399, pay to the
registered owner named above or registered assigns, on the maturity date stated above, the
principal arn.ount stated above, in lawful money of the United States of America and in like
manner will pay interest from the Interest Payment Date(as hereinafter defined) next preceding
the date on wl-rich this bond is authenticated, unless this bond is authenticated and registered
as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment
Date, or unless this bond is authenticated and registered prior to February 25, 2000, in which
event it shall bear interest from the dated date above until payment of the principal amount
shall have been discharged,at the rate per annum stated above,payable semiannually on. March
2 and September 2 (each an "Interest Payment Date) in each year commencing on larch.2,
2000. Both the principal hereof and redemption premum hereon are payable upon surrender at
the corporate trust office of L.S. Bank Trust National Association. as Authentication Agent,
Fiscal Agent, Registrar and Paying Agent (the "Agent"), in San Francisco, California, and the
interest hereon is payable by check mailed by first class mail to the registered owner hereof at
the owner's address as it appears on the records of the Agent as of the 15th day of the calendar
month immediately preceding each. Interest Payment Date (the "Record Date"), or by wire
transfer made on such. Interest Payment Date upon written instructions of any Owner of
$1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior
to the applicable Record Date.
This bond will continue to bear interest after maturity at the rate above stated; provided
it is presented at maturity and payment thereof is refused upon the sole ground that there are
not sufficient moneys in the redemption fund with which to pay same. If it is not presented at
maturity,interest thereon will run until maturity.
A-1
This bond is one of several annual series of bonds of like date, tenor, and effect, but
differing in amounts,maturities and interest rates,issued by the County of Contra Costa under
the Act,the Resolution of Issuance and the Fiscal Agent Agreement for the purpose of providing
means for paying for the improvements described in- the proceedings, and is secured by the
moneys in the redemption fund and by the unpaid portion of assessments made for the
payment of those improvements, and, including principal and interest, is payable exclusively
out of the redemption fund.
This bond is transferable by the registered owner hereof, in person or by the owner's
attorney duly authorized in writing, at the office of the Agent, subject to the terms and
conditions provided in the resolution of Issuance and the Fiscal Agent Agreement, including the
payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such
transfer,a new registered bond or bonds, of any authorized denomination or denominations, of
the same maturity,and for the same aggregate principal amount,will be issued to the transferee
in exchange therefor.
Bonds shall be registered only in the name of an individual (including joint owners), a
corporation, a partnership, or a trust.
Neither the County nor the Agent shall be required to make such exchange or registration
of transfer of bonds during the 15 clays of the calendar month immediately preceding any
Interest Payment Date.
The County and the Agent may treat the registered owner hereof as the absolute owner
for all purposes, and the County and the Agent shall not be affected by any notice to the
contrary.
This bond or any portion of it in the amount of five thousand dollars ($5,000), or any
integral multiple thereof, may be redeemed arta paid in advance of maturity upon the second
day of March or September in any year by giving at least 60 days' notice by registered or
certified mail or personal service to the registered owner hereof at the registered owner's
address as it appears on the registration books of the Agent and by paying principal and
accrued interest together with a redemption premium in the amount of five percent (5%) of the
principal amount redeemed.
This bond is a Lin-dted Obligation refunding Improvement Bond because, under the
Resolution of Issuance and.the Fiscal Agent Agreement, the County is not obligated to advance
funds from. the County treasury to cover any deficiency which may occur in the redemption
fund for the bonds.
A-2
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the bonds described in the within mentioned Resolution of Issuance and
the Fiscal Agent Agreement.
Dated.
U.S. Banff Trust National Associationas
Fiscal Agent
By
Authorized Officer
A_3
ABBREVIATIONS
'F-he following abbreviations,when used in the inscription on the face of this bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT e as tenants by the entireties
JT TEN m as joint tenants with right of survivorship and not as tenants in common
UNIE GIFT MIN ACTT r Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
A-4
(FORM OF ASSIGNMENT)
For value received,the undersigned do(es)hereby sell,assign and transfer canto
(Name,Address and Tax Identification or Social Security Number of Assignee) —
the witl mentioned Bond and hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the
registration books of the Agent,with Ball power of substitution in the premises.
Dated:
Signat°,tre Guaranteed:
NOTICE: The signature(s) on this assignment must
correspond with the r arne(s) as written on
the face of the registered Bond in. every
particular without alteration or enlargement
or any change whatsoever.
A-5
13093-05 JH:SGM:cep 7/16/99
ESCROWAGREEMENT
by and between the
COUNTY OF CONTRA COSTA PUBLIC FINANCING AiJ'I'I-IORITY
and
U.S.BAId'IC'I'RUST NTAI'IO AL ASSOCIATION
as
ESCROWHOLDER
Bated as of August 1,1999
Relating to:
County of Contra Crusta Public Financing Authority
1999 Revenue Bands
(1993A and Mrack Road Refinancing)
- - - -- ---
TABLE OF CONTENTS
Section 1. Definition cdFederal Securities............................. — ................................----2
Secti-on2. Establishanent ofEscrow Fund........ ........—.................... ................. .... ----2
Section 3. Deposits into Escrow Fund............ ............................... ......... .............................2
Sect6oc4` Investmentof Amounts.........................................................................................2
Sectlonz5. Instructions astoEscrow Holder............................................................................2
Section 6. Anp�catknn ofCertain Terms ofPrior Bonds Document....... ..................................3
Secti-on7 Investment ofAny Remaining Mooeye_ .... ...... --....... ...... — ...... ...... — ...3
Sect---on 8. Substitution ozWithdrawal ofFederal Securities............ .......................................3
Section 9. Proceedings for RedemptionodPrior Bonds........................................ — .............4
Section 10. Compensation toEscrow Holder.........- .............— ......... ...............— ................4
Sectbon11. Liabilities and Obligations n{Escrow Holder......................... ................................4
Section 12. Resignation wfEscrow Holder............................................................... ................5
Section13. Amendment.... ........... ...... —.............................. ...................................,.........5
Sectlouz14. Unclaimed Moneys.......................................................................... ..... .............6
Section 15. Execution in Counterparts........ ...................... ............................... ........ ............6
Section16. Applicable Law.......................... .............—. ...................................................6
EXHIBIT A: SCHEDULE OF ORIGINAL FEDERAL SECURITIES
EXHIBIT B: SCHEDULE OF PAYMENTS ON P%lI(}l% BONDS
ESCROW AGREEMENT
This ESCROW AGREEMENT {this "Agreement"), made and entered into as of this 1st
day of August, 1999 by and between the COUNTY OF CONTRA COSTA PUBLIC FIl�IA.NCING
AUTHORITY a joint powers authority duly organized and existing under the laws of the State of
California (the "Authority") and U.S. BANK TRUST NATIONAL 3I AL ASS 7CIATI0 N, a national
banking association organized and existing under the laws of the United States of America,
acting as Successor Trustee for the Prior Bonds and as Trustee for the Bonds (as hereafter
defined)hereinafter referred to and acting as escrow holder hereunder(the "Escrow Holder");
WITNESSETH:
WHEREAS,the Authority is a joint powers authority duly organized and existing under
the provisions of Articles 1 through 4(commencing with Section 6500) of Chapter 5 of Division
7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized
pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose of
financing the acquisition of bonds, notes and other obligations to provide financing or
refinancing for public capital improvements of local agencies within the State of California;
WHEREAS, the Authority, under the Bond Lave and pursuant to a Trust Agreement
dated as of June 15, 1993 by and between the Authority and the Trustee, as successor trustee
(the "Prior Bonds Document"), authorized, issued, sold and delivered its revenue bonds
designated "County of Contra Costa Public Financing Authority, 1993A Authority Revenue
Bonds," dated as of July 1, 1993,in the aggregate,original principal amount of : 11,589,000 (the
"Prior Bonds");
WHEREAS,with the proceeds of the Prior Bonds, the Authority, pursuant to the Bond
Law, acquired certain local obligations of the County of Contra Costa {the "County") consisting
of various reassessment improvement districts (the"Refunding Improvement Bonds");
WHEREAS, in order to realize interest savings on the Prior Bonds, the Authority
proposes to issue its refunding revenue bonds designated "County of Contra Costa Public
Financing Authority 1999 Revenue Bonds," in the aggregate principal amount of not to exceed
(the "Bonds"), all pursuant to and secured by the Indenture of Trust dated as of
August 1, 1999,by and between the Authority and the 'Trustee (the "Indenture") in the manner
provided therein, for the purpose of providing funds to refund the Prior Bonds in advance of
their scheduled maturities, on September 2, 1999 (the "Redemption Date");
WHEREAS,the Bonds are to be secured by a pledge of and first lien on the revenues to
be derived from the Refunding Improvement Bonds which revenues are designed to be sufficient
in time and amount to pay the principal of and interest on the Bonds as it becomes due and
payable;
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and to
secure the payment of the principal thereof and prernium (if any) and interest thereon, the
Authority has authorized the execution and delivery of the Indenture and this Escrow
Agreement(the".Refunding Documents");and
WHEREAS,the Authority and the Escrow Holder wish to enter into this Agreement for
the purpose of providing the terms and conditions relating to the deposit and application of
moneys and Federal Securities to provide for the payment and redemption of the Prior Bonds in
1
full,pursuant to and in accordance with the provisions of the Bond Law and the Prior Bonds
Document.
NOW,THEREFORE,in consideration of the above premises and of the mutual promises
and covenants herein contained and for other valuable consideration the receipt and sufficiency
of which are hereby acknowledged,the parties hereto do hereby agree as follows:
Section 1<Definition of Federal Securities. As used herein, the terra "Federal Securities",
means United States Treasury notes, bonds, bills or certificates of indebtedness or obligations
for which the roll faith and credit of the United States are pledged for the timely payment of
principal and interest.
Section 2. Establishment of Escrow Fund. `Where is hereby created an escrow fund
designated the "County of Contra Costa Public Financing Authority Prior Bonds Escrow Fund"
(the "Escrow Fund") to be held in trust by the Escrow Holder as an irrevocable escrow securing
the payment of the Prior Bonds, separate and apart from all other funds of the Escrow Holder
as hereinafter set forth. The Escrow Holder shall administer the Escrow Fund as provided in
this Agreement. All cash and securities in the Escrow Fund are hereby irrevocably pledged as a
special fund for the payment of the principal of and interest and premium., if any, on the Prior
Brands in accordance with the provisions of this Agreement and the Prior Bonds Document.
In connection with the establishment of the Escrow Fuad, the Escrow Halder, as the
Trustee under the Prior Bonds Document is hereby authorized and directed to reregister the
Refunding Improvement Bonds in its capacity as Trustee under the Indenture with respect to the
Bonds.
Section 3. Deposits into Escrow Fund. Concurrently with delivery of the Bonds, the
Authority shall cause to be transferred to the Escrow Holder for deposit into the Escrow Fuad
the amount of in immediately available funds,which shall be derived from:
£a9 $ from the proceeds of sale of the Bonds;
£bl $ from the Prior Bands Reserve Account.
Section 4. Investment of Amounts. The moneys deposited into the Escrow Fund
pursuant to the preceding Section 3 shall be used by the Escrow Holder to purchase the Federal
Securities listed in Exhibit A hereto (the "Original Federal Securities") and the remaining
amount shown in Exhibit A shall be held in cash, uninvested. The Original Federal Securities,
and all anther Federal Securities at any time substituted therefor in accordance with this
Agreement,shall be deposited with and held by the Escrow Holder in the Escrow Fund solely
for the uses and purposes set forth herein and therein. The Escrow Holder shall assert no lien
upon or right of set off against the Federal Securities and cash at any time on deposit in the
Escrow Fund.
Section 5. Instructions as to Escrow Holder. The total amount of Federal Securities
deposited in the Escrow Fund hereunder shall be applied by the Escrow Holder for the sole
purpose of paying the principal of and interest and premum, if any, on the Prior Bonds in
accordance with the schedule set forth in Exhibit B attached hereto and by this reference
incorporated herein.. Following payment in full of the principal of and interest and premium, if
any,on the Prior Bonds, all amounts on deposit in the Escrow Fund shall be transferred by the
Escrow Holder to the'Trustee for deposit in the Revenue Fund for the Bonds.
In addition,any investment earnings on funds held by the'Trustee under the Prior Bonds
Document which are posted after the date of the foregoing transfers or otherwise, shall be
2
remitted by the Trustee for deposit to the revenue Fund for the bonds. The Escrow Holder may
utilize its corporate affiliate as a depository agent to hold any uninvested moneys in
accordance with the provisions of this Agreement.
If at any time the Escrow Holder shall receive actual knowledge that the cash and
Federal Securities in the Escrow Fund will not be sufficient to make any payment required by
Section 4 hereof, the Escrow Holder shall notify the Authority of such fact and the Authority
shall immediately cure such deficiency from any source of legally available funds. The Escrow
Holder shall have no obligation whatsoever to use its own funds to cure any such deficiency.
Section 6. Application of Certain Terms of prior bonds Document. All of the terms of
the Prior bonds Document relating to the making of payments of the principal of and interest
and premium on the Prior bonds are incorporated in this Agreement as if set forth in full herein.
Section 7. Investment of Any Remaining moneys. At the written direction of the
Authority provided at least two business Days in advance, the Escrow Holder shall invest and
reinvest any proceeds received from any of the Federal Securities, and the cash originally
deposited into the Escrow Fund, for a period ending not later than the date on which such
proceeds or cash are required for the purposes specified in Section 4,in Federal Securities which
mature in amounts at least equal to their purchase price; provided, however, that with respect
to any such reinvestment, such written directions of the Authority shall be accompanied by an
opinion of nationally recognized bond counsel(„bond Counsel") to the effect that investment in
accordance with such directions will not cause the interest on the Prior Bonds or the bonds to
become includable in gross income for federal income tax purposes and verified by a certified
public accountant that at all times following such investment or reinvestment` the amount in the
hscrow Fund shall be sufficient to make all debt service payments contemplated hereunder. The
Escrow Holder shall be entitled to conclusively rely on and shall be fully protected in relying on,
such written directions of the Authority,such opinion of Bond Counsel and such verification by
a certified public accountant. In the event any such investment or reinvestment is required to be
made in United States 'treasury Securities—State and Local Government Series, the Authority
shall at its cost cause to be prepared all necessary subscription forms therefor in sufficient time
to enable the Escrow Holder to acquire such securities. In the event that the Authority shall fail
to file any such written directions with the Escrow bolder concerning the reinvestment of any
such proceeds, such proceeds shall be held uninvested by the Escrow Holder. Any interest
income resulting from investment or reinvestment of moneys pursuant to this Section 7 which
are identified as excess in the currently applicable C.P.A. verification shall be paid to the
Authority promptly upon the receipt of such interest income by the Escrow Holder.
Section 8. Substitution or Withdrawal of Federal Securities. The Authority may at any
time direct the Escrow Holder to substitute Federal Securities for any or all of the Original
Federal Securities then deposited in the Escrow Fund, or to withdraw and transfer to the
Authority any portion of the Federal Securities then deposited in the Escrow Fund, provided
that any such direction and substitution or withdrawal shall be accompanied by: (a) a
certification of an independent certified public accountant that the Federal Securities them to be
so deposited in the Escrow Fund together with interest to be derived therefrom,or in the case of
withdrawal the Federal Securities to be remaining in the Escrow Fund following such
withdrawal together with the interest to be derived therefrom,shall be in an amount at all tunes
at least sufficient without reinvestment to make the payments specified in Section 4 hereof; and
(b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for federal
incorne tax purposes, the exclusion from gross income for federal income tax purposes of the
interest on the Prior Bonds or on the Bunds. The Escrow Holder shall be entitled to rely on and
shall be fully protected in relying on such written directions of the Authority, such certification
of an independent public accountant and such opinion of Bond Counsel. In the event that,
following any such substitution of Federal Securities pursuant to this Section 8, there is an
3
amount of moneys or Federal Securities in excess of the amount required for the purposes of
Section 4 hereof, as such excess is identified in the certification of such independent certified
public accountant and provided that all amounts due Escrow Folder shall have been paid in
full,such excess shall upon written direction of the Authority be transferred to the Authority.
Section 9.Proceedings for Redemption of Prior Bonds. The Authority hereby irrevocably
elects to redeem all of the outstanding Prior Bonds in Ball on the Redemption Date, pursuant to
the provisions of the Prior Bonds Document. Notice of such redemption shall be given by the
Escrow .Holder (in its capacity as Successor Trustee under the Prior Bonds Document) as
required by the Prior Bonds Document,at the expertise of the Authority.
Section 10. Compensation to Escrow Holder. The Authority shall pay the Escrow
Holder full compensation for its duties under this Agreement, including out-of-pocket costs
such as publication costs,redemption expenses,legal fees (including fees of outside counsel and
the allocated oasts of internal attorneys) and other costs and expenses relating hereto and, in
addition,all fees,costs and expenses relating to the purchase of any Federal 'Securities after the
date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund
be deemed to be available for said purposes.The obligation of the Authority under this Section
10 to pay compensation already earned by the Escrow Holder and to pay costs and expenses
already incurred shall survive termination of this Agreement and shall survive the resignation or
removal of the Escrow Holder.
Section 11.Liabilities and Obligations of Escrow Holder. The Escrow Holder shall have
no obligation to make any payment or disbursement of any type unless the Authority shall have
deposited sufficient funds therefor with the Escrow Holder. The Escrow Holder shall have no
obligation to incur any financial liability in the performance of its duties under this Agreement
The Escrow Holder may rely and shall be fully protected in acting upon the written► instructions
of the Authority or its agents relating to any matter or action► as Escrow Holder under this
Agreement.
The Authority covenants to indemnify, defend and hold harmless the Escrow Holder
and its officers, employees, directors, and agents, against any loss, liability or expense,
including legal fees (including the fees of outside counsel and internal attorneys), incurred in
connection with the performance of any of the duties of Escrow Molder hereunder, except the
Escrow bolder shall not be indemnified against any loss, liability or expense resulting from its
negligence or willful misconduct.
The indemnity provided in this Section 11 shall survive the termination of this
Agreement and shall survive the resignation or removal of the Escrow Holder.
The Escrow Holder shall have such duties as are expressly set forth herein and no
implied duties shall be read into this Agreement against the Escrow Holder. The Escrow Holder
shall not be liable for any act or omission of the Authority under this Agreement, the Prior
Bonds Document or the refunding Documents.
The Escrow Holder shall not be liable for the accuracy of any calculations provided as
to the sufficiency of moneys or the Federal Securities deposited with it to pay the principal,
interest or premiums,if any,on the Prior Bonds.
The Escrow.Holder shall incur no liability for losses arising from any investment or other
disposition made pursuant to and in accordance with this Agreement.
4
Any bank, federal savings association or trust company into which the Escrow Holder
may be merged or with which it may be consolidated shall become the Escrow Holder without
any action of the Authority.
The Escrow Holder shall have no liability or obligation to the owners of the Prior Bonds,
or the Bonds with respect to the payment of debt service by the Authority or with respect to the
observance or performance by the Authority of the other conditions, covenants and terms
contained in the Refunding Documents,or with respect to the investment of any moneys in any
fund or account established, held or maintained by the Authority pursuant to the Refunding
Documents.
The Escrow Holder may conclusively rely, as to the trust of the statements and
correctness of the opinions expressed therein, on any certificate or opinion furnished to it in
accordance with this Agreement or the Prior Bonds Document. The Escrow Holder may consult
with counsel, whose opinion shall be full and complete authorization and protection to the
Escrow Holder if it acts in accordance with such opinion.
The Escrow Holder shall not be liable for any error of judgment made in good faith by an
authorized officer.
Nothing herein should be interpreted to require the Escrow Holder to expend or risk its
own funds or otherwise incur financial liability in the performance of any of its duties or the
exercise of any of its rights hereunder.
Any corporation succeeding to all or substantially all of the corporate trust business of
the Escrow Holder shall be the successor of the Escrow Holder hereunder,without the execution
or filing of any paper or any further act on the part of the any of the parties hereto.
Section 12. Resignation of Escrow Holier.The Escrow Molder may at any time resign by
giving written notice to the Authority, which notice shall indicate the date on which the
resignation is to be effective (the "resignation date"). The Authority shalt promptly appoint a
successor Escrow Holder by the resignation date. Resignation of the Escrow Holder will be
effective upon acceptance of appointment by a successor Escrow Holder. If the Authority does
not appoint a successor Escrow Holder by the resignation date, the Escrow Holder may, at the
expense of the Authority,petition any court of competent jurisdiction for the appointment of a
successor Escrow Holder,which court may thereupon,after such notice, if any, as it may deem
proper and prescribe and as may be required by law, appoint a successor Escrow Holder.
Section. 1.3. .Amendment. This Agreement shall not be repealed, revoked, rescinded,
altered, amended or supplemented in whole or in part without the written consent of (i) the
holders of one hundred percent (110%) in principal amount of the unpaid Prior Bonds at the
time such consent is requested and (ii) the Escrow Holder; provided, however, that the
Authority and the Escrow Holder may, without the consent of or notice to the holders of the
Prior Bonds,enter into such agreements supplemental to this Agreement as shall not adversely
affect the rights of such holders and shall not be inconsistent with the terms and provisions of
this Agreement.
(1) to cure any ambiguity or formal defect or omission in this Agreement,
(2) to grant to or confer upon the Escrow Holder for the benefit of the holders
of the Prior Bonds any additional rights, remedies, powers or authority that may
lawfully be granted to or conferred upon the Escrow Holden and
5
(3) to provide for the deposit of additional moneys or Federal Securities to
the credit of the Escrow Fund.
The Escrow Holder shall be entitled to rely conclusively upon an unqualified opinion of
a nationally recognized firm of municipal bond attorneys with respect to compliance with this
Section 13, including the extent, if any, to which any change, modification, addition or
elimination affects the rights of such holders of the Prior Bonds or that any instrument executed
hereunder complies with the conditions or provisions of this Section 13.
Section 14. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding,any moneys held by the Escrow Molder in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Prior Bonds which remains
unclaimed for two (2) years after the date when the payment of such principal, interest and
premium have become payable, if such moneys were held by the Escrow Holder at such date,
shall be repaid by the Escrow folder to the Authority as its absolute property free from any
trust, and the Escrow Holder shall thereupon be released and discharged with respect thereto
and the owners of such Prior Bonds shall look only to the Authority for the payment of the
principal of,and interest and any premium on,such Prior Bonds.Any right of any owner of any
Prior Bond to look to the Authority for such payment shall survive only so long as required
under applicable law.
Section 15. Execution in Counterparts. This Agreement may be executed in several
counterparts,each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 16. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
6
IN WUNESS WHEREOF, the Authority and the Escrow Molder have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above written.
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
Ey:
L.S. BALTIC TRUST NATIONAL
ASSOCIAITO
as Escrow Holder
By:
Title:
7
EXHIBITA
SCHEDULE OF ORIGINAL FEDERAL SECURITIES
Maturity Par Coupon Total
lype Date Amount bate Cast
Exhibit A
Page 1
EXHIBIT B
SCHEDULE OF PAYINMENITS OF PRIOR BONES
Period Principal Redemption
Ending Princil2al Interest Redeemed Premium 'fatal
September 2, 1999
Exhibit B
Page 1