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HomeMy WebLinkAboutMINUTES - 02141984 - X.19 .._..-_........ .... THE BOARD OF SUPERVISORS CONTRA COSTA COUNTY, CALIFORNIA 'Adopted this Order on February 14 , 1984 by the following vote: AYES: Supervisors Powers, Fanden, Schroder, McPeak, Torlakson NOES: None ABSENT: None SUBJECT: State legislation providing for increase in Fees for the service and execution of civil processes . Supervisor McPeak having advised the Board that she had received a letter dated February 6 , 1984 , from Rodger L. Davis, Contra Costa County Marshal , requesting that th.e Board support and coordinate with C .S .A.C . for State legislation providing for increases in fees for the service and execution of civil processes ; and Supervisor McPeak having recommended that the Board refer the request from Rodger L. Davis, Contra Costa County Marshal, to the County Administrators office to the attention of Gary Brown; Board members having discussed the matter, IT IS ORDERED that the recommendation of Supervisor McPeak is APPROVED. thereby certify that this Is a true andcorrectcopyot an action taken and entered on the minutes of the Board of Supervisors on the date shown.. ATTESTED: J.A. OLSSO°J, C;DUNTY CLERK and ex officio Clerk of the Board ey Deputy 247 Orig. Dept.: Clerk of the Board cc: County Administrator Contra Costa County Marshal Supervisor McPeak CERTIFICATE OF THE COUNTY CLERK-RECORDER I, JAMES R. OLSSON, County Clerk-Recorder of the County of Contra Costa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 84-98, duly adopted at the meeting of the Board of Supervisors of the County of Contra Costa duly and regularly held in Martinez, California, on February 14, 1964, of which meeting all of the members of said Board had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or _ revoked in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the County of Contra Costa hereto this 16th day of February, 1984. JAMES R. OLSSON, County Clerk-Recorder [SEAL] i 00.024a i i y . 1 1 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA, PROVIDING FOR THE ISSUANCE AND SALE OF 1983-1984 TAX AND REVENUE ANTICIPATION NOTES, SERIES B, IN THE AMOUNT OF $37, 000, 000 RESOLUTION NO. 84/ 98 WHEREAS, funds are needed by the County of Contra Costa (the "County" ) for the purposes authorized by Section 53852 of the Government Code of the State of California; and WHEREAS, the County may borrow for said purposes, such indebtedness to be represented by a note or notes issued pursuant to Article 7 . 6, Chapter 4, Part 1, Division 2 , Title 5 of the Government Code of the State of California (the "Law" ) ; and WHEREAS, $37 , 000, 000 in aggregate principal amount of such indebtedness is evidenced by the County' s 1983-1984 Short-term Tax and Revenue Anticipation Notes or Notes (the "Commercial Paper" ) issued and secured pursuant to Resolution No. 83-591, as amended by Resolution No . 83-862 , of the County; and WHEREAS, there presently exists a Revolving Credit Agreement dated as of April 28, 1983 between the County and n 10249 Wells Fargo Bank, N.A. , which provides liquidity support for the Commercial Paper and under which the County may issue notes (the "Notes" ) ; and WHEREAS, the County has determined that it is necessary and desirable to refund the $37, 000, 000 outstanding principal amount of Commercial Paper by the issuance of its 1983-1984 Tax and Revenue Anticipation Notes, Series B (the "Series B Notes" ) in the principal amount of $37, 000, 000; and WHEREAS, the County has determined that, in order to provide additional security to the holders of the Series B Notes, it is appropriate for the County to enter into a Note Purchase Agreement (the "Agreement" ) with Wells Fargo Bank, N.A. (the "Bank" ) ; and WHEREAS, the County desires to enter into the Agreement to provide such additional security; and WHEREAS, Goldman, Sachs & Co . , as purchaser (the "Purchaser" ) has submitted an offer to purchase the Series B Notes, and has submitted a form of Contract of Purchase (the "Purchase Agreement" ) to the Board; NOW, THEREFORE, the Board hereby finds, determines and resolves as follows: Section 1 . Authorization and Issuance of Series B Notes . The Board hereby authorizes the sale and issuance of Series B Notes in the aggregate principal amount of $37, 000, 000 to be known as "County of Contra Costa 1983-1984 Tax and Revenue Anticipation Notes, Series B" (collectively, 2 000250 the "Series B Notes" and singly, a "Series B Note" ) . The proceeds from the sale of Series B Notes shall be used solely for the purpose of paying the principal of the now outstanding Commercial Paper as the same become due and payable, and Notes, if any, which may be outstanding. Section 2 . Date, Maturity, Redemption, Denominations and Numbering. (a) The Series B Notes shall be in the denominations of $100, 000, shall be numbered serially, shall be dated their date of delivery and, subject to prior redemption as hereinafter set forth, shall mature on July 18, 1984. The Series B Notes may be issued in temporary form exchangeable for definitive Series B Notes when ready for delivery. Any temporary Series B Notes may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the County, shall be in registered form without coupons and may contain such reference to any of the provisions of this Resolution as may be appropriate . A temporary Series B Note may be in the form of a single registered Series B Note . Every temporary Series B Note shall be executed by the County upon the same conditions and in substantially the same manner as the definitive Series B Notes. If the County issues temporary Series B Notes it will execute and deliver definitive Series B Notes as promptly thereafter as practicable, and thereupon the temporary Series B Notes may be surrendered, for cancellation, in exchange therefor at the office of the County Treasurer of 3 8 .4/ the County in Martinez, California and the County Treasurer shall authenticate and deliver in exchange for such temporary Series B Notes an equal aggregate principal amount of definitive Series B Notes of authorized denominations. Until so exchanged, the temporary Series B Notes shall be entitled to the same benefits under this Resolution as definitive Series B Notes delivered hereunder. (b) On July 16, 1984, the County shall redeem all, but not a part of, the Series B Notes, if the holders of all such Series B Notes shall have delivered to BankAmerica Trust Company of New York, as Paying Agent (the "Paying Agent" ) by July 11, 1984, Noteholder' s Election Notices (in substantially the form set forth in Exhibit A attached hereto) and, by July 16, 1984, all Series B Notes; provided, however, that in lieu of redemption, the County may cause the Bank to purchase Series B Notes tendered for redemption to the extent there are insufficient moneys available for redemption in the Repayment Fund, all as more fully provided in the Agreement. Any such redemption or purchase shall be effected at the principal amount of the Series B Notes to be redeemed, plus accrued interest. (c ) The holders of all of the Series B Notes shall have the right to demand the redemption of all such Series B Notes on July 16, 1984, by filing with the Paying Agent, as hereinafter defined, an irrevocable Noteholder' s Election Notice, in substantially the form set forth as Exhibit A 4 000252 attached hereto, prior to the close of business, New York City time, on July 11, 1984. The Paying Agent shall give. notice by telephone to the County and the Bank upon receipt of such .Noteholder' s Election Notice. Upon the receipt of such notification, the Fiscal Agent shall deposit moneys with the Paying Agent to so redeem the Series B Notes presented for redemption. If on the July 16, 1984, the County has not pledged sufficient moneys to pay the Series B Notes so presented, in accordance with Section 5 . 8 of the Agreement, the Bank, pursuant to and subject to the terms and conditions of the Agreement, shall provide amounts sufficient to purchase, at par, the aggregate principal amount of Series B Notes up to the limits specified in the Agreement, and the Fiscal Agent shall transfer from the Interest Account of the Repayment Fund (the creation of which is hereinafter provided) sufficient moneys to pay interest on the Series B Notes to be redeemed or to be purchased by the Bank. After the date of such Noteholder' s Election Notice, the holder of the Series B Notes for which such Noteholder' s Election Notice has been filed with the Paying Agent shall relinquish, as of the July 16, 1984, all rights of ownership, including the right to receive interest on such Series B Note after July 16, 1984. The Paying Agent shall pay in immediately available funds to each holder of the Series B Notes for which a Noteholder' s Election Notice has been filed (provided that such Noteholder' s Election Notices have been filed for 5 py 000253 all of the outstanding Series B Notes) , against delivery of such Series B Notes, the interest payable thereon (to and including July 15, 1984) and the principal amount thereof. Section 3 . Place of Payment. The principal of and interest on the Series B Notes shall be payable in lawful money of the United States of America, at the principal office of the Paying Agent in New York, New York, as provided in Section 8 hereof. Section 4. Manner of Sale . The Series B Notes shall be sold at private sale, at such rate or rates of interest .(which shall be calculated on the basis of a 360-day year and 12 30-day months) as may be fixed at the time of such sale by the County Treasurer (but not to exceed 8% per annum) . Section 5 . Negotiability. The Series B Notes shall be negotiable and payable to bearer or any designated payee and the County and the Paying Agent may treat the bearer or the payee thereof as the absolute owner of any Series B Note for the purpose of receiving payment thereof and for all other purposes, and the County and the Paying Agent shall not be affected by any notice or knowledge to the contrary. Section 6. Form. Subject to the provisions of i Section 2 ( a) , the Series B Notes shall be in substantially in the form annexed hereto, marked Exhibit B, which form is hereby approved and adopted as the form of the Series B Note, 6 1v a -k 000254 5 with such additions or deletions as may be approved by the County Treasurer. The Series B Notes may be printed, typewritten or lithographed. Section 7 . Execution. The Series B Notes shall be signed on behalf of the County by the County Treasurer and by the Clerk of the Board of Supervisors or any Deputy to such Clerk. Nevertheless, before the delivery of the Series B Notes, the Board, by resolution, may authorize and direct any other officer or representative of the County to sign the Series B Notes or any thereof, in lieu of any of the officers or representatives above named, and may direct that such officers sign by manual or facsimile signatures. Any facsimile signature hereby authorized which shall have been affixed to the Series B Notes before the adoption of this Resolution is hereby approved and ratified, and shall be as valid and effective as if so affixed after the adoption of this Resolution. In case any officer or representative of the County who shall have signed any of the Series B Notes ( including new Series B Notes issued pursuant to the provisions hereof with reference to lost, destroyed, or mutilated Series B Notes) , or a facsimile of whose signature shall be used thereon, shall cease to be such officer or representative before such Series B Notes so signed shall have been actually issued, such Series B Notes shall be valid nevertheless and may be issued by the County with the same 7 000255 effect as though the person who had signed such Series B Notes had not ceased to be such officer or representative. Section 8. Appointment of Paying Agent. BankAmerica Trust Company of New York in New York, New York is hereby designated as Paying Agent for the payment of principal of and interest on the Series B Notes. The County hereby directs and authorizes the payment by the Paying Agent of the interest on and the principal of the Series B Notes when such become due and payable or upon prior redemption as provided herein, from an account held by the Paying Agent in the name of the County. The County will deposit funds in such account at such time. and in such amounts to provide sufficient funds to pay the principal of and interest on the Series B Notes on the day on which they mature or on the redemption date. Payment shall be in accordance with the terms of the Series B Notes and this Resolution. This appointment shall not preclude the County from removing the Paying Agent and appointing one or more successors thereto, or appointing additional financial institutions to act as Paying Agent, all without notice to or the consent of the holder or holders of any Series B Note. Section 9 . Contract of Purchase. The Purchase Agreement will be entered into with the Purchaser whereby the Purchaser will purchase at a private sale, Series B Notes in the aggregate principal amount of $37, 000, 000, bearing such 8 000256 interest rate as determined in accordance with this Resolution. The Purchase Agreement, substantially in the form attached hereto as Exhibit C (with such changes therein as the County Treasurer or Auditor-Controller shall approve, such approval to be conclusively evidenced by the execution thereof) , is hereby approved and the County Treasurer or the Auditor-Controller of the County is hereby authorized to execute and deliver such Purchase Agreement and any other documents required to be executed thereunder and to deliver the same to the Purchaser. Section 10. Disposition of Proceeds of Notes. There is hereby established a separate trust fund with BankAmerica Trust Company of New York (the "Defeasance Agent" ) pursuant to the Fiscal Agent and Defeasance Agreement, attached hereto as Exhibit D, for the purpose of insuring the application of the proceeds from the sale of the Series B Notes for the purpose specified in Section 1 hereof, which separate fund is hereby designated the "Commercial Paper Payment Fund" (the "Payment Fund" ) . The County covenants and agrees that the $37, 000, 000 of proceeds from the sale of the Series B Notes, together with $275, 000 from the General Fund, will be placed directly into the Payment Fund. The County covenants and agrees that the moneys set aside and deposited in the Payment Fund shall remain therein and be held in trust by the Defeasance Agent until expended 9 00025'7 from time to time to pay outstanding Commercial Paper as it matures, which maturities are set forth in Exhibit E to the Agreement and shall not be used for any other purpose whatsoever, except that such moneys may be temporarily invested in investments which are permitted under the Defeasance Agreement as executed, and, if required, at a yield which does not exceed the yield on the Series B Notes or in securities the interest on which is exempt from federal income taxes or in such other manner as may be approved by Bond Counsel or specified in the Arbitrage Certificate of the County dated the date of delivery of the Series B Notes; provided, however, that such investments must mature on dates corresponding to the maturities of the Commercial Paper notes listed in said Exhibit E. The County covenants and agrees not to reissue Commercial Paper notes or extend the maturities of any outstanding Commercial Paper notes from those listed on said Exhibit E. Section 11 . Cancellation. After the payment of principal of and interest on the Series B Notes upon maturity or upon redemption thereof, such Series B Notes so paid and surrendered to the Paying Agent shall be cancelled by the Paying Agent and forthwith transmitted to the County, which shall thereafter have the custody of all the cancelled Series B Notes; provided, however, that Series B Notes to be purchased by the Bank, as provided -in the Agreement, shall not be cancelled but shall be transmitted to the Bank by the 10 000258 Paying Agent who shall determine which Series B Notes are to be redeemed and which are to be purchased (within the limits of the Agreement) . In all matters provided for in this Section .11, the County shall act through the County Treasurer or through such officer or representative as may from time to time be designated by the Board. Section 12 . Lost, Destroyed or Mutilated Notes . In the event any Series B Note is lost, destroyed, or mutilated, the Board will cause to be issued a new Series B Note, similar to the original, to replace the lost, destroyed or mutilated Series B Note, in such manner and upon such reasonable terms and conditions as it may from time to time determine and prescribe by resolution. Section 13 . Fiscal and Other Agents . In furtherance of the purposes of this Resolution, the Board may from time to time appoint and provide for the payment of such additional fiscal, paying or other agents or trustees as it may deem necessary or appropriate in connection with the Series B Notes. BankAmerica Trust Company of New York is hereby appointed Fiscal Agent (the "Fiscal Agent" ) for the purpose of maintaining the Repayment Fund referred to in Section 18 . The Fiscal Agent Agreement for the Series B Notes, substantially in the form attached as Exhibit E hereto, and the Fiscal Agent and Defeasance Agreement, substantially in the form attached as Exhibit D hereto, are hereby approved 11 000259 (with such changes therein as the County Treasurer or Auditor-Controller shall approve, such approval to be conclusively evidenced by the execution thereof) and the County Treasurer or the Auditor-Controller of the County is hereby authorized and directed to appoint such Fiscal Agent and the Defeasance Agent and to execute said Fiscal Agent Agreement and said Fiscal Agent and Defeasance Agreement and to execute any other documents required to be executed thereunder. Section 14. Note Purchase Agreement. The Agreement will be entered into with the Bank, substantially in the form attached hereto as Exhibit F (with such changes therein as the County Treasurer or Auditor-Controller shall approve, such approval to be conclusively evidenced by the execution thereof) , whereby the Bank will, subject to the terms and conditions thereof, agree to purchase all or a portion of the Series B Notes in a principal amount not to exceed $37, 950, 000 if and to the extent that there have not been deposited into the Repayment Fund sufficient moneys to honor redemption. The Agreement ( substantially in the form attached as Exhibit F hereto but with changes approved by the County Treasurer or Auditor-Controller, as aforesaid) is hereby approved and the County Treasurer is hereby authorized and directed to execute the Agreement and any other documents required to be executed thereunder and to deliver the same to 12 000260 the Bank prior to or concurrently with the delivery of the Series B Notes. Section 15 . Terms and Conditions to Be as Set Forth; Direction for Recital in Series B Notes. The terms and conditions of the Series B Notes shall be as set forth herein. The Board hereby directs that there shall be included in each of the Series B Notes, if issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that Series B Note, and in the issuing of said Series B Note exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, including the Law. Section 16. Effect of Findings and Recital . From and after the issuance of the Series B Notes, the findings and determinations of the Board respecting such issuance contained in Section 15 hereof shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Series B Notes is at issue, and no bona fide purchaser of the Series B Notes containing the certification and recitals permitted by Section 15 hereof, which are hereby directed to be included in each of the Series B Notes shall be required to determine the existence of any fact, or to perform of any condition, or to take any proceeding required prior to such 13 00026.1 issuance, or to be responsible for the application of the purchase price paid for the Series B Notes. The Series B Notes shall be deemed to be issued, within the meaning of this Section 16, whenever the executed Series B Notes provided for in this Resolution have been delivered to the Purchaser, and the purchase price thereof has been received. Section 17 . [ intentionally omitted] Section 18 . Source of Payment. As provided in the Law, the Series B Notes shall be payable from the uncollected taxes, income, revenue, cash receipts and other moneys to be received by the County during the fiscal year 1983-1984 or attributable to such fiscal year which will be available for the payment of the Series B Notes and the interest thereon. The County hereby pledges, from the General Fund, the full amount of interest payable on the Series B Notes and directs the County Treasurer to deposit the same with the Fiscal Agent, in trust in the Interest Account of the Repayment Fund (hereinafter defined) and, subject to the prior right of the holders of the Commercial Paper, hereby directs the County Treasurer to deposit, at intervals of at least every three business days, with the Fiscal Agent which shall hold such pledged amounts in trust in the Repayment Fund, the first funds received as the second installment of secured property taxes for fiscal year. 1983-1984, up to the aggregate principal amount Series B Notes issued. In the event that by April 16, 1984 there have been insufficient 14 000262 such property taxes received by the County to permit deposit with the Fiscal Agent pursuant to the Fiscal Agent Agreement (referred to in Section 13 hereof) the full amount to be so deposited by April 16, 1984, then on April 16, 1984 any deficiency shall be satisfied and made up and deposited with the Fiscal Agent from any other moneys of the County lawfully available for the repayment of the Series B Notes and interest thereon. In the event the County does not have sufficient other moneys available for such payment to permit the deposit of the full amount to be deposited on April 16, 1984, then any deficiency shall be made up from the first moneys received thereafter and lawfully available to pay the principal of and interest on the Series B Notes, subject, however, to the rights of holders of the Commercial Paper. Moneys to be deposited in the Repayment Fund, , including the Interest Account of the Repayment Fund, are herein referred to as "Pledged Moneys. " The Series B Notes and interest thereon are a lien and charge against and are payable from such Pledged Moneys subject only to the prior lien of the holders of Commercial Paper as hereinabove set forth. Such moneys shall be used to pay the Series B Notes upon redemption as provided in Section 2 hereof, or as they mature, as the case may be and shall not be used for any other purpose. Each Series B Note shall be secured by the Pledged Moneys ratably according to the amount of principal and interest thereon. 15 000263 The Pledged Moneys shall be deposited with the Fiscal Agent, in trust, in a special fund designated i "1983-1984 Tax and Revenue Anticipation Notes, Series B Repayment Fund" (the "Repayment Fund" ) and applied as directed in this Resolution. Any money deposited with the Fiscal Agent in the Repayment Fund shall be for the benefit of the holders of the Series B Notes and until all Series B Notes and interest thereon are paid or until provision has been made for the payment of the Series B Notes upon redemption or at maturity, with interest to the redemption date or to maturity, as the case may be, moneys in the Repayment Fund shall be applied only for the purposes for which the Repayment Fund was created. Notwithstanding anything to the contrary herein contained, moneys in the Interest Account of the Repayment Fund shall be used solely for the purpose of paying interest on the Series B Notes and, when such interest has been paid in full, for any other purpose for which the Repayment Fund may be utilized. Moneys in the Repayment Fund shall be invested as permitted by the Fiscal Agent Agreement and if required at a yield which does not exceed the yield on the Series B Notes .or securities of which the interest is exempt from federal income taxes or in such other manner as may be approved by Bond Counsel or specified in the Arbitrage Certificate of the County dated the date of delivery of the Series B Notes. No such investment shall have a maturity date later than the 16 000264 maturity date of the Series B Notes. The proceeds of any such investment shall be retained in the Repayment Fund until all of the Series B Notes have been fully paid, at which time any excess amount shall be paid to the General Fund of the County. Section 19 . Additional Covenants of the County. (a) Limitation on Indebtedness. The County covenants with the holders of the Series B Notes and the Bank that no amount shall be borrowed under the authority of the Law, this Resolution or the Agreement which, when added to the amount of all Series B Notes and interest thereon, or other items of indebtedness issued pursuant to the Law or this Resolution then outstanding, shall exceed 85% of the estimated uncollected taxes, income, revenue, cash receipts and other moneys to be received by the County during or attributable to the fiscal year 1983-84 which will be available for payment of the Series B Notes and other items of indebtedness issued pursuant to the law and the interest thereon. (b) Series B Notes to Remain Tax Exempt, Arbitrage. . The Board, as issuer of the Series B Notes on behalf of the County, hereby represents and covenants that it will make no use of the proceeds of the Series B Notes which would cause the Series B .Notes to be "arbitrage bonds" under Section 103 (c) of the Internal Revenue Code of 1954, as amended (the "Code" ) ; and, to that end, so long as any of the notes are 17 600265 outstanding, the issuer, with respect to the proceeds of the Series B Notes, and all officers having custody or control of such proceeds, shall comply with all requirements of said section--and the regulations of the United States Department of the Treasury thereunder, to the extent that such regulations are, at the time, applicable and in effect, so that the Series B Notes will not be "arbitrage bonds. " The County hereby covenants that it will not expend, or permit to be expended, the proceeds of the Series B Notes in any manner inconsistent with its reasonable expectations as certified in the Arbitrage Certificate to be executed on the date of delivery of the Series B Notes with respect thereto . (c) The County hereby covenants and warrants that it will not make temporary transfers of funds, pursuant to Article XVI , § 6 of the Constitution of the State of California, to meet any obligations of the County during the 1983-1984 fiscal year as long as the Series B Notes are outstanding and as long as the Agreement is in effect. Section 20. Proceedings Constitute Contract. The provisions of the Series B Notes and of this Resolution shall constitute a contract between the County and the holders of the Series B Note, and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable. 18 000266 e Section 21 . Authorization of Expenses; General Authorization. The Treasurer and the Auditor-Controller are hereby respectively authorized ( 1) to enter into an agreement for Bond. Counsel and Special Counsel services in connection with the issuance of the Series B Notes with Orrick, Herrington & Sutcliffe, A Professional Corporation, and to pay not to exceed $60, 000 in fees plus out-of-pocket expenses; (2 ) to incur the costs of out-of-town travel necessary in connection with the issuance and delivery of the Series B Notes, and (3) to do and perform from time to time any and all acts and things consistent with this Resolution necessary or appropriate to carry out the purposes and acts permitted or required hereunder. PASSED AND ADOPTED by the Board of Supervisors of the County of Contra Costa, State of California, this 14th day of February, 1984, by the following vote: AYES: Supervisors ��`�`` ` `� m�/° �� %i-�e�,�a��✓ NOES: Supervisors ' ABSENT: Supervisors . /Owt Chairman of the Board [ SEAL] �� o` ssa� e�unty �.le�� of Supervisors of the Attest: County of Contra Costa �/!d �.,� oFf•'e,o C/erlC nl= tam /3o z,oC C e of the Board of Supervisors of the County of Contra Costa 19 000267 .:.. EXHIBIT A. To: BankAmerica Trust Company of New York New, York, New York ELECTION NOTICE The undersigned, the holder (the "Holder" ) of County of Contra Costa 1983-1984 Tax and Revenue Anticipation Note(s) Series B (the "Notes" ) , is the Holder of, and hereby irrevocably notifies BankAmerica Trust Company of New York (the "Paying Agent" ) of an election to have, Note(s) numbered in the aggregate principal amount of $ redeemed on July 16, 1984 and demands payment of said principal sum, all as provided in the Resolution of the County authorizing the issuance of the Notes (the "Resolution" ) . The Holder understands and agrees that, by the execution of this Notice of Election and delivery thereof to the Paying Agent: 1. its Note( s) will only be redeemed (or purchased) on July 16, 1984 if all Holders of the Notes execute and deliver Election Notices prior to the close of business on July 11, 1984; 2. all its rights of ownership of the above-designated Note( s) will terminate as of July 16, 1984, except the right to the payment of the principal sum of- such Note( s) and interest to the date preceding such July 16, 1984; 000.268 3 . interest on the above-designated Note( s) will accrue only to the day preceding July 16; 1984, designated above; and 4. principal of and interest on the above-designated Note( s) will be paid only after the tender of the such Note( s) to the Paying Agent. Name of Holder Dated: By Authorized Signature A-2 000269 Exhibit B No. Principal Amount $ Issue Date 19 Interest Rate Maturity Date July 18, 1984 COUNTY OF CONTRA COSTA 1983-1984 TAX AND REVENUE ANTICIPATION NOTE SERIES B FOR VALUE RECEIVED, the County of Contra Costa, a body corporate and politic of the State of California, (the "County" ) promises to pay to BEARER, on the date indicated above, the sum indicated above with interest thereon (calculated on the basis of a 360-day year and twelve 30-day months) , until paid in full, payable at the maturity hereof, or upon prior redemption or repurchase, or when otherwise paid in full, at the rate per annum indicated above from the date of issue hereof. Both principal and interest are payable in lawful money of the United States of America at the office of BankAmerica Trust Company of New York, in New York, New York. In accordance with the terms of the Resolution of the County authorized the issuance of this Note (the "Resolution" ) , the principal of and the interest on this note are payable from certain taxes, income, revenue, cash receipts, other moneys to be received during the fiscal year 1983-1984, certain of which having been pledged to the payment of this note and the interest thereon, and, to the extent not paid from said taxes, receipts, moneys and other revenues may be paid from other moneys of the County lawfully available therefor. 000270 All, but not less than all of the Series B Notes of which this Note is a part will be redeemed by the County or otherwise purchased on July 16, 1984, upon notice by all of the holders thereof given to the Paying Agent on or before July 11, 1984. Such notice shall be in the form required by the Resolution. If such notice is given, the holder of this Note and all other Series B Notes, upon proper tender of this Note and all other Series B Notes to the Paying Agent on or before July 16, 1984, will be entitled to receive the principal amount of the Series B Notes, plus interest accrued through July 15, 1984, all as more fully described in the Resolution. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this note, together with all other indebtedness of the County, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Treasurer [ Seal ] of Contra Costa County Clerk of the Board of Supervisors B-2 000271 EXHIBIT C $37, 000, 000 COUNTY OF CONTRA COSTA STATE OF CALIFORNIA 1983-1984 TAX AND REVENUE AND ANTICIPATION NOTES, SERIES B CONTRACT OF PURCHASE February 16, 1984 County of Contra Costa California Ladies and Gentlemen: The undersigned (the "Purchaser" ) understands that the County proposes to issue its 1983-1984 Tax and Revenue Anticipation Notes, Series B (the "Notes" ) in an aggregate principal amount of $37, 000, 000. The Purchaser offers to enter into this agreement with the County of Contra Costa, California (the "County" ) , which, upon the County' s acceptance hereof will be binding upon the County and the Purchaser. This offer is made subject to the written acceptance of this Contract of Purchase by the County and the delivery of such acceptance to the undersigned or its attorney or representative at or prior to 5 : 00 P.M. , Pacific Time, on the date hereof. I . ( a) Purchase and Sale of the Notes. Upon the terms and conditions and in reliance upon the 0002'72 • representations, warranties and agreements herein set forth, the Purchaser hereby agrees to purchase from the County, and the County hereby agrees to sell to the Purchaser, $37, 000, 000 in principal amount of the Notes, said Notes to be substantially in the form attached as Exhibit B to the Resolution ( as hereinafter defined) , subject to the provisions of Section 4. (b) The aggregate purchase price to be paid by the Purchaser for the Notes shall be 100% of the aggregate principal amount purchased. 2 . The Notes. The Notes shall be dated their date of issue, shall mature on July 18, 1984, and shall otherwise be as described in, and shall be issued and secured pursuant to the provisions of Resolution No. 84-98 of the County adopted on February 14, 1984, (the "Resolution" ) , and Article 7 . 6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850) of the California Government Code (the "Act" ) . 3 . Delivery of Information. There has been or promptly will be delivered to Purchaser a copy of the audited financial statements of the County for the fiscal year 1982-1983 together with the following additional documents: cash flow statement of the general fund of the County 2 0002'73 containing actual results through December 1983 and projections through the balance of the year together with seven specific assumptions and Findings and Recommendations Regarding Health Services Department dated January 31, 1984 (the "Report" ) from Arthur Young & Company to the Board of Supervisors of the County and an Official Statement relating to $27, 000, 000 in principal amount of 1983-1984 tax and revenue anticipation notes of the County. 4. Closing. At 9 : 00 A.M. , New York City time, on February 16, 1984, or at such other time or on such later date (but not later than February 24, 1984) as shall have been mutually agreed upon by you and us (the "Closing" ) , you will deliver to us at the principal office of BankAmerica Trust Company of New York, in New York, New York, or at such other place as we may mutually agree upon, the Notes purchased by us, in temporary registered form (which may be typewritten) , duly executed, together with the other documents hereinafter mentioned; and we will accept such delivery and pay the purchase price thereof in immediately available funds to the order of the County. The Notes originally purchased by us shall be in the form of a single Note registered in the name of the Purchaser. As soon as practical after the Closing, and as requested by the Purchaser, the County shall execute and deliver definitive Notes in bearer form, in respective principal amounts 3 0002'74 designated by the Purchaser, which shall be $100, 000 or any integral multiple thereof. Notwithstanding anything to the contrary herein contained, if for any reason whatsoever other than default by the Purchaser the Notes purchased by us shall not have been delivered by the County to the Purchaser prior to 9 : 00 A.M. , New York City time, on February 24, 1984, then the obligation of the Purchaser to purchase Notes hereunder shall terminate and be of no further force or effect, and if for any reason whatsoever other than default of the County the Notes purchased by us shall not have been delivered by the County to the Purchaser prior to the 9: 00 A.M. , New York City time, on February 24, 1984, then the obligations of the County to sell Notes hereunder shall terminate and be of no further force or effect, except with respect to the obligations of the County under Section 10 hereof. 5 . Representations, Warranties and Agreements of the County. The County hereby represents, warrants and agrees with the Purchaser that: (A) The County is validly existing as a political subdivision of the State of California, with the power to issue the Notes pursuant to the Act. (B) The County has full power and authority under the Constitution and laws of the State of California, 4 0002'75 including the Act, to adopt the Resolution, to enter into the Note Purchase Agreement as described in the Resolution, and this Purchase Contract, and to perform its obligations under all of said agreements, including this Purchase Contract (herein, collectively, the "Purchase Documents" ) and to take all actions in carrying out and consummating the transactions contemplated thereby and to issue and sell the Notes as provided in the Purchase Contract, and has taken all proceedings and obtained all consents and approvals required in connection therewith by the Act or any other applicable California law. (C) The County has duly adopted the Resolution and has duly authorized the execution and delivery of the Purchase Documents and the issuance and sale of the Notes, and all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby, and the making and performance of each such agreement, the taking of all actions in carrying out and consummating the transactions contemplated thereby and the issuance and sale of the Notes will not conflict with, violate or result in a breach of or constitute a default under any indenture, agreement, mortgage, lease or other instrument by which the County or any of its properties may be bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any Federal or State court, government or 5 0002'76 governmental body having jurisdiction over the County or any of its property and by which the County or any of its properties may be bound. (D) The issuance and sale of the Notes does not violate any limitation imposed by the Constitution or laws of the State of California, including the Act, on the incurring of indebtedness by the County. (E) The County is not in default, and at no time during the past twenty-five years has been in default, in the payment of principal of, premium, if any, or interest on, any bonds, notes or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest. (F) There is no litigation, proceeding or investigation before or by any court, public board or body pending or threatened against or affecting the County challenging the validity of, or in which an unfavorable decision, rule or finding would materially adversely affect the Resolution, the Purchase Documents, any of the transactions contemplated thereby or the performance by the County of any of its obligations thereunder. 6 000277 (G) The County has not, since June 30, 1983, incurred any material liabilities other than in the ordinary course of business, except as set forth in or contemplated by the Report, and the indebtedness referred to in Section 5 .2 of the Note Purchase Agreement, and the financial statements of the County appended thereto present fairly the financial condition of the County as of the date thereof and the result of its operations for the period therein described. (H) Between the date hereof and the Closing, without the prior written consent of the Purchaser, the County will not have issued any bonds, notes or other obligations and will not have borrowed money, except for the borrowings referred to in Section 5 .2 of the Note Purchase Agreement. ( I ) The County has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the County is a bond issuer whose arbitrage certificates may not be relied upon. (J) Any certificate signed by any officer of the County and delivered to the Purchaser shall be deemed a representation and warranty by the County to the Purchaser as 7 0002'78 to the statements made therein but not of the person signing the same except in his official capacity. 6. Covenants. • (A) The County covenants and agrees with the Purchaser that: ( i ) The County has entered into a Note Purchase Agreement with Wells Fargo Bank, N.A. (the "Bank" ) dated as of February 15, 1984 (the "Note Purchase . Agreement" ) , a copy of which has been delivered to the Purchaser, pursuant to which the Bank has agreed with the County, under certain conditions, acting in the Bank' s own behalf and not as an agent of the County, to purchase Notes in the event of a demand by the holder of any of the Notes for payment or repurchase of such Notes. So long as any of the Notes remain outstanding, the County agrees not to terminate or amend the Note Purchase Agreement except as contemplated by Section 2 . 4(b) thereof. ( ii ) The County will refrain from taking any action that could result in the loss of the tax-exempt status of the interest on the Notes. (iii ) All of the proceeds from the sale of the Notes to the Purchaser will be placed in trust with BankAmerica Trust Company of New York, to be held pursuant to 8 000279 . f 1 a Fiscal Agent and Defeasance Agreement substantially in the form of Exhibit E to the Resolution and shall be used solely to pay Negotiable Notes, as defined in the Credit Agreement referred to in the Note Purchase Agreement. The County agrees that it will not issue any additional Negotiable Notes and warrants and represents that the schedule attached hereto as Exhibit A reflects the current maturities of all Negotiable Notes now outstanding, and that all of said Negotiable Notes will be repaid in full, as they mature, with proceeds from the sale of the Series B Notes. (B) In the event of a sale of the Notes by the Purchaser to the Bank, the Purchaser agrees to deliver the Notes pursuant to provisions of the Resolution and the Note Purchase Agreement. 7 . Conditions of Closing. The Purchaser has entered into this Contract of Purchase in reliance upon the representations and warranties of the County contained herein and the performance by the County of its obligations hereunder, both as of the date hereof and as of the date of Closing. The Purchaser' s obligations under this Contract of Purchase are and shall be subject to the following further conditions as of the Closing: 9 000280 (A) The representations and warranties of the County contained herein shall be true, complete and correct in all material respects at the date hereof and at and as of the Closing, as if made at and as of the Closing and will be confirmed by a certificate or certificates of the appropriate County official or officials dated the date of Closing, and the statements made in all certificates and other documents delivered to the Purchaser at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of the Closing; and the County shall be in compliance with each of the agreements and covenants made by it in this Contract of Purchase; (B) At the time of the Closing, ( i ) all actions under the Act which, in the opinion of Bond Counsel, shall be necessary to the validity of the Notes, shall have been duly taken and shall be in full force and effect; and ( ii ) the County shall perform or have performed all of its obligations required under or specified in the Resolution and the Purchase Documents to be performed at or prior to the Closing; (C) No order, decree or injunction of and court of competent jurisdiction, nor any order, ruling or regulation of the Securities and Exchange Commission, shall have been issued or made with the purpose of effect of prohibiting the issuance, offering or sale of the Notes, as 10 00028 1 I I I I contemplated hereby, and no legislation shall have been enacted, or a bill favorably repoited for adoption, or a I decision by a court established under Article III of the I Constitution of the United Stateslrendered, or a ruling, regulation, proposed regulation or official statement by or on behalf of the Securities and Exchange Commission or other I governmental agency having jurisdiction of the subject matter I shall be made or issued, to the effect that the Note or any I securities of the County or othercountiesof the type contemplated herein are not exempt from the registration, qualification or other requirements of the Securities Act of I 1933 , as amended and as then in effect, or of the Trust I Indenture Act of 1939, as amendedland as then in effect; I I (D) At or prior to the date of the Closing, I the Purchaser shall receive threelcopies of the following documents, in each case dated on and as of the Closing Date (except as otherwise indicated) and satisfactory in form and substance to the Purchaser: ( 1 ) An approving opinion of Bond Counsel , dated the date of Closing as to the validity of and tax-exempt nature of interest on the Notes, ddressed to the County and the Purchaser, coveringthe mattes set forth i x n Exhibit B hereto and such other matters as may by reasonably requested by the Purchaser. 11 00028 , (2 ) An opinion of Counsel to the County, addressed to the Purchaser, covering the matters set forth in Exhibit C hereto and such other matters as may be reasonably requested by the Purchaser. (3 ) A certificate signed by an appropriate County official to the effect that ( i ) the representations and warranties of the County herein are true and correct as though made on and as of the date of Closing; (ii ) the County has complied with all the terms of the Resolution and the Purchase Documents to be complied with by the County prior to or concurrently with the Closing and such documents are in full force and effect; (iii ) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or public body, pending or threatened against the County which has any of the effects described in Section 5 (F) hereof (but in lieu of or in conjunction with such certification the Purchaser may, at its sole discretion, accept certificates or opinions of the Counsel of the County or Bond Counsel that in their opinion the issues raised in any such pending or threatened litigation are without substance and that the contentions of all plaintiffs therein i are without merit) . 12 000283 (4) A non-arbitrage certificate of the County, in form satisfactory to Bond Counsel, signed by the Treasurer of the County; ( 5) A certificate, together with a fully executed copy of the Resolution, of the Clerk of the County to the effect that: (i ) such copy is a true and correct copy of such Resolution; and ( ii ) that the Resolution was duly adopted and has not been modified, amended, rescinded or revoked and is in full force and effect on the date of Closing; and ( 6) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser . or Bond Counsel may reasonably request to evidence compliance by the County with legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the County herein contained and the due performance or satisfaction by the County at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the County. 13 000284 • Y Y (E) Evidence satisfactory to Purchaser that concurrently with the closing of the sale of the Notes hereunder, the Defeasance Agreement and Fiscal Agent Agreement, both as defined in the Resolution, shall be in full force and effect and (i ) $37, 000, 000 of the proceeds of the sale of the Notes, together with $275, 000 in funds of the County shall have been deposited with the bank named in the Defeasance Agreement and (ii ) the amount necessary to pay interest in full on the Notes at maturity shall have been deposited by the County with the bank named in the Fiscal Agent Agreement to be held in the Interest Account of the Repayment Fund, all as contemplated by the Resolution. 8. Termination. If the County shall be unable to satisfy the conditions to the Purchaser' s obligations contained in this Contract of Purchase or if the Purchaser' s obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase may be cancelled by the Purchaser at, or at any time prior to, the time of Closing. Notice of such cancellation shall be given to the County in writing, or by telephone or telegraph confirmed in writing. Notwithstanding any provision herein to the contrary, the performance of any and all obligations of the County hereunder and the performance of any and all conditions contained herein for the benefit of the Purchaser 14 000280 may be waived by the Purchaser in writing at its sole discretion. The Purchaser shall also have the right to cancel its obligation to purchase Notes, by written notice to the County, if between the date hereof and the Closing: (A) Legislation enacted by the Congress of the United States, or passed by either House of the Congress, or favorably reported for passage to either House of the Congress by any Committee of such House to which such legislation has been referred for consideration, or by the legislature of the State of California ( "State" ) , or a decision rendered by a court of the United States or the State or by the United States Tax Court, or a ruling, order, or regulation ( final or temporary) made by the Treasury Department of the United States or the Internal Revenue Service or other Federal or State authority, would have the effect of changing, directly or indirectly, the Federal income tax consequences or State tax consequences of interest on obligations of the general character of the Notes in the hands of Purchaser. (B) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of 15 000286 any war or major military hostilities which, in the reasonable judgment of the Purchaser, renders the Purchaser unable to purchase the Notes; or (C) Any change in the applicable law, rules or regulations ( including any change in the rules of the federal Securities and Exchange Commission or in the Commission' s published interpretations of the law, including such rules) occurs after the date hereof, or a reduction in the net assets of the Purchaser occurs after the date hereof, either of which occurrences, in the reasonable judgment of the Purchaser, would cause the purchase of the Notes by the purchaser to constitute a violation of law, rules or regulations applicable to the Purchaser on the date of the Closing. If the Purchaser terminates its obligations to purchase the Notes because any of the conditions specified in Section 7 or 8 hereof shall not have been fulfilled at or before the Closing, such termination shall not result in any liability on the part of the Purchaser. 9 . Conditions to Obligations of the County. The performance by the County of its obligations is conditioned upon ( i ) the performance by the Purchaser of its obligations i 16 00028'7 hereunder; and (ii ) receipt, by the County and the Purchaser of opinions and certificates being delivered at the Closing by persons and entities other than the County. 10. Expenses. Whether or not the Purchaser accepts delivery of and pays for the Notes as set forth herein, the Purchaser shall be under no obligation to pay, and the County shall pay, any expenses incident to the performance of the County' s obligations hereunder, including but not limited to the following: ( i ) the cost of the preparation and reproduction of the Resolution; ( ii ) the fees and disbursements of Bond Counsel; ( iii ) the cost of the preparation, printing and delivery of the Notes; ( iv) the fees, if any, payable to the California Debt Advisory Commission; (v) any costs or expenses incurred with any signature company incident to signing the Notes; (vi ) costs of preparation and reproduction of this Contract of Purchase; and (vii ) the fees and expenses of counsel for any institutional investor to whom the Purchaser sells the Notes for services in connection with the review of the Purchase Documents . 11 . Method of Payment of Principal and Interest on Notes Held by the Purchaser. Despite provisions to the contrary contained in the Notes, the County will pay to the Purchaser all amounts payable to the Purchaser in respect of 17 000288 the principal of or interest on any of the Notes held by the Purchaser, by wire transfer to the account of the Purchaser at such bank located in the United States of America designated by the Purchaser. 12 . Notices. Any notice or other communication to be given under this. Contract of Purchase (other than the acceptance hereof as specified in the first paragraph hereof) may be given by delivering the same in writing, if to the County, addressed to Treasurer, Contra Costa County, Finance Building, 625 Court Street, Martinez, California 94553 , or if to the Purchaser, addressed to it at 85 Broad Street, 26th Floor, New York, New York 10034, Attn: Christian McCarthy. 13 . Parties in Interest; Survival of Representations and Warranties . This Contract of Purchase when accepted by the County in writing as heretofore specified shall constitute the entire agreement between the County and the Purchaser and is made solely for the benefit of the County and the Purchaser (including their successors ) . No other person shall acquire or have any right hereunder or by virtue hereof. The term "successor" shall include the purchasers to whom the Purchaser sells the Notes, which the Purchaser agrees shall be an institutional investor purchasing for not more than 10 accounts who will purchase not with a. view to the resale or transfer thereof, reserving 18 000289 at all times the right to make its own investment decisions, but shall not include any other purchaser of Notes merely because of such purchase. All representations, warranties and agreements of the County in this Contract of Purchase shall survive regardless of (a) any investigation or any statement in respect thereof made by or on behalf of the Purchaser, (b) delivery of and payment by the Purchaser for Notes hereunder, and (c ) any termination of this Contract of Purchase . 14. Execution in Counterparts This Contract of Purchase may be executed in several counterparts and by each of the parties hereto in separate counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. 19 000290 15. Applicable Law. This Contract of Purchase shall be interpreted, governed and enforced in accordance with the law of the State of California. 1 Very truly yours, GOLDMAN, SACHS & CO. By Title: The foregoing is hereby agreed to and accepted as of the date first above written: COUNTY OF CONTRA COSTA By Treasurer 20 000291 EXHIBIT B POINTS TO BE COVERED IN OPINION OF BOND COUNSEL ( 1 ) The County is validly existing as a political subdivision of the State of California. (2 ) The County has full power and authority under the Constitution and laws of the State of California, including the Act, to adopt the Resolution, to enter into the Purchase Documents, and to perform its obligations thereunder and to take all actions necessary for it to carry out its obligations described therein, including such power and authority to issue and sell the Notes as provided in the Purchase Contract, and has taken all proceedings and obtained all consents and approvals required of it for the validity and enforceability of the Notes by the Act or other applicable California law. ( 3 ) The County has duly adopted the Resolution and has duly authorized the execution and delivery of the Purchase Documents and the issuance and sale of the Notes, and all actions necessary to carry out its obligations thereunder. 000292 (4) The Notes have been duly and validly authorized and executed, and when delivered and paid for in accordance with the Purchase Contract, will constitute the legally valid and binding obligations of the County, payable from the Pledged Moneys (as defined in the Resolution) , and are enforceable against the County in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors rights generally. Subject to the prior rights of holders of Negotiable Notes and Notes (as defined in the Resolution) , when the Pledged Moneys have been received by the County and deposited in the Repayment Fund (as defined in the Resolution) in accordance with said Resolution, said Pledged Moneys may not lawfully be used for any purpose other than the payment of the Notes and the interest thereon (as provided and limited by Section 18 of the Resolution) , although any amounts remaining in the Repayment Fund after payment of all such Notes and the interest thereon may be transferred to the general fund of the County and used for other purposes. (5) The Purchase Documents have been duly and validly authorized, executed and delivered by the County and B-2 000293 constitute valid and binding obligations of the County enforceable against the County in accordance with their terms. Such counsel need express no opinion as to the availability of equitable remedies. In addition, such counsel may advise that a California Court may not strictly enforce certain covenants if it concludes that such enforcement would not be reasonable under the then existing circumstances, but that enforcement would be available in the event a default occurs as a result of a material breach by the County of a material covenant contained in such documents. (6) Relying on factual certificates of appropriate officers of the County, the issuance and sale of the Notes does not violate any limitation imposed by the Constitution or laws of the State of California, including the Act, on the . incurring of indebtedness by the County. (7 ) Interest to be paid to on the Notes is exempt from present federal income taxes and present State of California personal income taxes under existing laws, regulations and court decisions. B-3 000294 EXHIBIT C POINTS TO BE COVERED IN OPINION OF COUNSEL FOR THE COUNTY (1 ) The County is validly existing as a political subdivision of the State of California. (2 ) The Resolution has been duly adopted by the County in accordance with all requirements of California law, including the Act, and all procedural rules of the County and is in full force and effect on the date of such opinion. The officials of the County listed on the incumbency certificate of the County delivered on the date of such opinion have been duly appointed or elected and are qualified to serve as such. (3 ) The Purchase Documents have been duly authorized, executed and delivered by the County and are legal, valid and binding obligations of the County enforceable against it in accordance with their terms. (4) The County has duly authorized the execution and delivery of the Purchase Documents and has approved the issuance and sale of the Notes, and all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby; and the making and performance of each such agreement, the taking of all actions in carrying out and 00029;.1 consummating the transactions contemplated thereby and the issuance and sale of the Notes will not conflict with, violate or result in a breach of or constitute a default under any indenture, agreement or other instrument by which the County or any of its properties may be bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any Federal or State court, government or governmental body having jurisdiction over the County or any of its property and by which the County or any of its properties may be bound. (5 ) To the best of such counsel ' s knowledge after due inquiry there is no litigation, proceeding or investigation before or by any court, public board or body pending, or to such counsel ' s knowledge threatened, against or affecting the County challenging the validity of, or in which an unfavorable decision, ruling or finding would adversely affect, the Resolution, the Purchase Documents or any of the transactions contemplated by such instruments or the performance by the County of any of its obligations thereunder. C-2 000296 EXHIBIT D FISCAL AGENT AND DEFEASANCE AGREEMENT THIS AGREEMENT, made and entered into this 16th day of February, 1984, by and between the COUNTY OF CONTRA COSTA (the "County" ) and BANKAMERICA TRUST COMPANY OF NEW YORK (the "Bank" ) , W I T N E S S E T H WHEREAS, the County has authorized and provided for the issuance of $37, 000, 000 principal amount of its 1983-1984 Tax and Revenue Anticipation Notes, Series B (the "Series B Notes" ) ; and WHEREAS, all of the proceeds of the. Series B Notes are being delivered to the Bank under this agreement, together with $275, 000 of funds of the County, to be held for the purposes described below. WHEREAS, the Bank, at its principal office in New York, New York, has been designated as Defeasance Agent; and WHEREAS, it is mutually desirable that an Agreement be entered into by the parties hereto to provide for the Bank' s services; NOW, THEREFORE, the parties hereto in consideration of the mutual covenants herein agree as follows : 1 . The Bank shall perform the duties imposed on the Defeasance Agent by Resolution No. 84-98 adopted by the Board of Supervisors of the County on February 14, 1984 (the "Resolution" ) . 2 . The County shall faithfully observe and perform all of the conditions, covenants and requirements of the Resolution and of the Series B Notes. Nothing herein contained shall prevent the County from making advances of .its own moneys, howsoever derived, for any of the uses or purposes referred to herein and in the Resolution. 3 . The Bank acknowledges receipt of $37, 275, 000 and agrees to hold the same in trust in the Commercial Paper Payment Fund (herein called the "Payment Fund" ) established pursuant to the Resolution. The Bank shall submit to the County a statement on March 23 ,1984, showing the receipt and investment of all funds in such account as of such date. The moneys on deposit hereunder are being used for the sole 000297 purpose of paying the 1983-1984 short term tax and revenue anticipation notes (the "Commercial Paper" ) of the County currently outstanding in the aggregate principal amount of $37, 000, 000, plus accrued interest. Attached hereto is a schedule of the current maturities of the Commercial paper. Upon receipt by the Bank of Commercial Paper for payment, the Bank shall use funds on deposit hereunder to pay such Commercial Paper and interest thereon. The Bank shall follow the instructions of the Treasurer of the County with respect to the investment of funds in the Payment Fund; provided, however, that funds in the Payment Fund may be invested only in the following securities and with maturities such that Commercial Paper may be paid at the respective maturity dates thereof from maturing investments in the Payment Fund: [ See Exhibit A hereto ] . 4. The County agrees to pay the Bank fees as follows: A. Acceptance of the account including the review of the Resolution and supporting documents, and the setting up of all required records: $ B. Investment of funds in accordance with the terms of the Resolution: $ per investment. 5 . In addition to the amounts set forth in paragraph 4, the County will reimburse the Bank for its normal out-of-pocket expenses such as, but not limited to, stationery, postage, insurance, telephone, telegraph, legal, travel and consultants' charges, but not including overhead. Moreover, should a default occur requiring special action to be taken by the Defeasance Agent, the County agrees to pay a reasonable fee depending upon the amount and nature of the services involved. 6. Moneys on deposit in the - Payment Fund shall be available solely for the payment of the principal of and interest on the Commercial Paper, and shall not be available for any other obligation of the Bank or the County; provided, however, any moneys remaining after repayment in full of all of the Commercial Paper may be transfered to or at the direction of the County. 7 . All notices, documents and other correspondence will be mailed or delivered to the Bank at the principal corporate trust office of the Bank in New York, New York, Attention: James Ryan, and to the County at its administrative offices in the County of Martinez, California, Attention: Treasurer, or such other address as either party shall from time to time indicate in writing to the other. D-2 000298 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed the day and year first above written. COUNTY OF CONTRA COSTA By Treasurer BANKAMERICA TRUST COMPANY OF NEW YORK By I D-3 0002 I EXHIBIT E FISCAL AGENT AGREEMENT THIS AGREEMENT, made and entered into this 16th day of February, 1984, by and between the COUNTY OF CONTRA COSTA (the "County" ) and BANKAMERICA TRUST COMPANY OF NEW YORK (the "Bank" ) , W I T N E S S E T H WHEREAS, the County has authorized and provided for the issuance of $37, 000, 000 principal amount of its 1983-1984 Tax and Revenue Anticipation Notes, Series B (the "notes" ) ; and WHEREAS, the Bank is receiving this date the sum of $ from the County to be held in the Interest Account of the Repayment Fund. WHEREAS, the Bank, at its principal corporate trust office in the City of New York, New York, has been designated as Fiscal Agent for the notes; and WHEREAS, it is mutually desirable that an Agreement be entered into by the parties hereto to provide for the Bank' s services; NOW, THEREFORE, the parties hereto in consideration of the mutual covenants herein agree as follows: 1 . The Bank shall perform the duties imposed on the Fiscal Agent by Resolution No. 84-98 adopted by the Board of Supervisors of the County on February 14, 1984, (the "Resolution" ) . 2 . The County shall faithfully observe and perform all of the conditions, covenants and requirements of the Resolution and of the notes. Nothing herein contained shall prevent the County from making advances of its own moneys, howsoever derived, for any of the uses or purposes referred to herein and in the Resolution. 3 . The Bank shall deposit all funds received by it in the 1983-1984 Tax and Revenue Anticipation Notes, Series B Repayment Fund (herein called the "Repayment Fund" ) established pursuant to the Resolution as follows: . $ received this date from the County shall be held in the Interest Account of the Repayment Fund and used solely for the payment of interest on the notes, and for no other 0003 purpose, and the balance of the funds received shall be utilized as otherwise provided in the Resolution for the Repayment Fund. The Bank shall submit to the County monthly statements, commencing in March, 1984, showing the receipt and investment of all funds in such account as of the end of the last preceding accounting period of the County. The Bank shall follow the instructions of the Treasurer-Tax Collector of the County with respect to the investment of funds in the Repayment Fund, provided, however, that funds in the Repayment Fund may be invested only in the following securities with maturities such that Notes may be paid at redemption dates from maturing investments in the Repayment Fund: United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. The Bank shall also transfer funds in the Repayment Fund to the Paying Agent for the notes to permit the payment thereof at their redemption or maturity, in immediately available funds. If, on the Availability Date (as that term is defined in the Note Purchase Agreement attached as Exhibit F to the Resolution) , there are not sufficient monies on deposit in the Repayment Fund to fully pay the principal amount of the notes and interest thereon, the Bank shall determine which notes tendered for payment or redemption can be fully paid from funds on deposit in the Repayment Fund and shall advise the bank named in the Note Purchase Agreement of the notes which cannot be so paid. In the event funds are not available from such bank to pay the balance of the notes, then the Bank shall ratably pay all notes. 4. The County agrees to pay the Bank fees as follows: A. Acceptance of the account including the review of the Resolution and supporting documents, and the setting up of all required records: $ B. Investment of funds in accordance with the terms of the Resolution: $ per investment. 5 . In addition to the amounts set forth in paragraph 4, the County will reimburse the Bank for its normal out-of-pocket expenses such as, but not limited to, stationery, postage, insurance, telephone, telegraph, legal, travel and consultants' charges, but not including overhead. Moreover, should a default occur requiring special action to be taken by the Bank, the County agrees to pay a reasonable fee depending upon the amount and nature of the services involved. E-2 000301 6. It is hereby acknowledged that moneys on deposit in the Repayment Fund account shall be available solely for the payment of the notes and the interest thereon ( subject to the further limitation that monies in the Interest Account of the Repayment Fund shall be used solely to pay interest on the notes until such interest has been paid in full and then for any other purposes for which the Repayment Fund may be utilized) and shall not be available for any other obligation of the Bank or the County; provided, however, any moneys remaining after repayment in full of Notes may be transferred to or at the direction of the County. 7. All notices, documents and other correspondence will be mailed or delivered to the Bank at the principal corporate trust office of the Bank in the City of New York, New York, Attention: James Ryan, and to the County at its administrative offices in the City of Martinez, California, Attention: Treasurer-Tax Collector, or such other address as either party shall from time to time indicate in writing to the other. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed the day and year first above written. COUNTY OF CONTRA COSTA By Treasurer BANKAMERICA TRUST COMPANY OF NEW YORK By E-3 000302 EXHIBIT F COUNTY OF CONTRA COSTA NOTE PURCHASE AGREEMENT DATED AS OF February 15, 1984 MAXIMUM COMMITMENT $37, 000, 000 000303 TABLE OF CONTENTS Section Page 1 . Definitions . . . . . . . . . . . . . . . . . . . 1 2 . Note Purchase Commitment . . . . . . . . . . 2 2 . 1 Commitment . . . . . . . . . . . . . . . . . 2 2 .2 Advance . . . . . . . . . . . . . . . . . . 3 2 . 3 Settlements . . . . . . . . . . . . . . . . 3 2 . 4 Commitment Fee and Reduction of Available Credit . . . . . . . . . . . . . 3 3 . Conditions Precedent . . . . . . . . . . . . . . 4 3 . 1 To Obligations Under Agreement . . . . . . . 4 3 . 2 To Making an Advance . . . . . . . . . . . . 5 4. Representations and Warranties . . . . . . . . 7 4. 1 Organization . . . . . . . . . . . . . . . . 7 4. 2 Due Execution . . . . . . . . . . . . . 7 4. 3 Consents . . . . . . . . . . . . . . . . . . 7 4. 4 Incurrence and Parity . . . . . . . . . . . 7 4. 5 Binding Obligations . . . . . . . . . . . . 7 4. 6 Regulations U and X . . . . . . . . . . . . 8 4. 7 Financial Statements; Other Documents . . . 8 5 . Covenants . . . . . . . . . . . . . . . . . . . . 8 5 . 1 Punctual Payment . . . . . . . . . . . . . 8 5 . 2 Other Indebtedness and Liens . . . . . . . 8 5 . 3 Notices . . . . . . . . . . . . . . . . . . 9 5 . 4 Accounting Records . . . . . . . . . . . . 9 5 . 5 Financial Statements; Other Documents . . . 9 5 . 6 Documents . . . . . . . . . . . . . . . . . 9 5 . 7 Payment of Indebtedness . . . . . . . . . . 9 5 . 8 Pledge of Revenues . . . . . . . . . . . . 10 5 . 9 Additional Liens . . . . . . . . . . . . . 10 5 . 10 Change of Fiscal Agent . . . . . . . . 11 5 . 11 No Unauthorized Publicity . . . . . . . . . 11 5 . 12 Use of Proceeds of Series B Notes; No New Refundings . . . . . . . . . . . . 11 i 000304 Section Page 6. Events of Default . . . . . . . . . . . . . . . 11 7 . Miscellaneous . . . . . . . . . . . . . . . . . . 12 7. 1 No Waiver; Cumulative Remedies . . . . . . 12 7.2 Addresses for Notices, etc . . . . . . . . . 12 7 . 3 Costs and Expenses . . . . . . . . . . . . 13 7 . 4 Execution in Counterparts . . . . . . . . . 13 7 . 5 Binding Effect; Assignment . . . . . . . . 13 7 . 6 Participation . . . . . . . . . . . . . . . 13 7 . 7 Consent and Waiver; Amendments . . . . . . 13 7 . 8 Governing Law . . . . . . . . . . . . 14 7 . 9 Severability of Provisions . . . . . 14 7 . 10 Headings . . . . . . . . . . . . . . . . . 14 7 . 11 Computations . . . . . . . . . . . . . . . 14 Exhibit A - Opinion of County Counsel Exhibit B - Opinion of Orrick, Herrington & Sutcliffe Exhibit C - Certificate and Purchase Request Exhibit D - Fiscal Agent Agreement Exhibit E - Schedule of Current Maturities of Negotiable Notes ii 000305 NOTE PURCHASE AGREEMENT This Agreement is entered into as of February 15, 1984, among the County of Contra Costa, acting by and through the Board of Supervisors ( "Borrower" ) and Wells Fargo Bank, N.A. ( "Bank" ) with respect to the following: 1 . Definitions In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated for purposes of this Agreement: 1 . 1 "Advance" means the amount paid by the Bank to purchase Series B Notes . 1 . 2 "Authorized Officer" means the Treasurer, any Deputy Treasurer, the Auditor-Controller and any other person who may hereafter be designated as such by the Board of Supervisions of the Borrower. 1 . 3 "Availability Period" means the period commencing on the Closing Date and ending at 5 : 00 p.m. , Contra Costa County time, on the Term Date. 1 . 4 "Availability Date" means July 16, 1984. 1 . 5 "Bank' s Office" means the office of the Bank at 420 Montgomery Street, San Francisco, California (Funding Group/Public Finance Department #1380) . 1 . 6 "Closing Date" means the Issue Date; provided, however, in the event that the Closing Date shall not have occurred prior to February 24, 1984, the Bank will be relieved from all of its obligations hereunder, and this Agreement shall be terminated. 1 . 7 "Contract of Purchase" shall mean the Contract of Purchase, dated February 16, 1984 between Borrower and Goldman, Sachs & . Co. relating to the issuance and sale by the Borrower of the Series B Notes. 1 . 8 "Credit" means the commitment of the Bank described in Section 2 . 1 . 1. 9 "Credit Agreement" means that certain Credit Agreement, dated as of April 28, 1983, between Borrower and the Bank. 000306 1 . 10 "Defeasance Agreement" means the Fiscal Agent and Defeasance Agreement, dated as of February 16, 1984, between the Borrower and BankAmerica Trust Company of New York. 1 . 11 "Documents" means this Agreement, the Series -B Notes, the Resolution, the Contract of Purchase, the the Defeasance Agreement and the Fiscal Agent Agreement. 1 . 12 "Event of Default" means any event listed in Article 6. 1 . 13 "Fiscal Agent" means BankAmerica Trust Company of New York. 1 . 14 "Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated February 16, 1984, by and between the County and the Fiscal Agent in the form of Exhibit D hereto; 1 . 15 "Issue Date" means the date on which Borrower issues and sells Series B Notes pursuant to the Contract of Purchase. 1 . 16 "Prime Rate" means that rate which from time to time is announced by Bank as its prime rate, with any change in such prime rate to take effect at the opening of business on the day specified in the public announcement of a change in such prime rate. 1 . 17 "Resolution" means the resolution of the Board of Supervisors of the Borrower relating to the Series B Notes and this Agreement, adopted February 14, 1984. 1 . 18 "Revenues" means all unrestricted taxes, income, revenue, cash receipts and other moneys to be received by the Borrower attributable to the fiscal year 1983-1984, and lawfully available for payment of the Series B Notes. 1 . 19 "Series B Notes" means the $37, 000, 000 principal amount of 1983-1984 Tax and Revenue Anticipation Notes, Series B, authorized by the Resolution. 1 .20 "Term Date" means July 16, 1984. 2 . Note Purchase Commitment 2 . 1 Commitment. (a) Subject to the terms and conditions in this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower, 2 000307 ; the Bank agrees to purchase on the Availability Date Series B Notes from the holders thereof in the event the same are tendered for redemption in accordance with the Resolution. The maximum amount of the Advance for such purchase, which shall be a single Advance, shall be $37, 000, 000, subject to reduction in accordance with Section 2 .4(b) , and shall be used to pay the principal amount of Series B Notes so purchased, but not interest thereon. Notwithstanding the provisions of the Series B Notes, the amount to be paid by the Borrower, as interest on the Series B Notes, during the period that the Bank holds such Notes, shall be 72% of the Prime Rate, computed on the basis of a 360-day year and actual days elapsed, until paid in full, subject to a maximum interest rate of 12% per annum. 2 . 2 Advance. The Advance shall be made on the Availability Date upon the written request of Borrower signed by an Authorized Officer and received by Bank not later than 9 : 00 a.m. , Contra Costa County time, on the Availability Date, specifying the date and the amount of the Advance; provided that an Advance may be made on the Availability Date upon receipt by the Bank of a verbal request therefor if (i ) such request is made at or prior to 9 : 00 a.m. , Contra Costa County time, on the Availability Date (ii ) if the Authorized Officer making such request is a Treasurer or Deputy Treasurer of Borrower and states that the statements in paragraph (b) of Section 3 .2 are true and correct at and as of the time of such request and (iii ) by 10: 00 a.m. , Contra Costa County time, on the Availability Date the documents contemplated by paragraph (a) of Section 3 .2 and (b) of Section 3 . 2 are delivered to the Bank. 2 . 3 Settlements. (a) The Advance shall be made at the office of the Fiscal Agent, 40 Broad Street, New York, New York, in United States currency and in immediately available funds against delivery to the Bank at the office of the Fiscal Agent of the Series B Notes to be purchased by the Bank. (b) Payment of all sums due from the Borrower under this Agreement shall be made in United States currency and in immediately available funds . Each payment by Borrower shall be made, without setoff or counterclaim, not later than 3 : 00 p.m. Contra Costa County time, on the day such payment is due . All sums received after such time shall be deemed received as of the next business day. 2 . 4 Commitment Fee and Reduction of Available Credit. (a) Borrower shall pay to the Bank a commitment fee equal to five-eighths of one percent (5/8%) per annum 3 000303 (computed quarterly on the basis of a 360 day year and actual days elapsed) on the average daily unused portion of the Credit. (b) The Credit shall be automatically and irrevocably reduced from time to time in each instance by an amount equal to the deposit or deposits made by Borrower to the Repayment Fund held by the Fiscal Agent pursuant to Section 18 of the Resolution. However, the amount of the Advance on the Availability Date shall be rounded upward to the nearest integral multiple of $100, 000. If necessary, the commitment fee will be recalculated to give effect to such rounding as if such amount had been available throughout the Availability Period. After any such reduction, the computation of the commitment fee and the Bank' s obligations hereunder shall be based upon the Credit as so reduced. Borrower shall promptly give notice to the Bank and the purchaser named in the Contract of Purchase of the amount of, and date of, moneys actually set aside as contemplated above. (c) The commitment fee shall be computed as of the end of each calendar quarter during the Availability Period and shall be paid to the Bank in immediately available funds on the fifth business day following each such calendar quarter, except the last such payment which shall be made on July 16, 1984. Commitment fee payments not made when due shall bear interest at the Prime Rate, to the extent permitted by law. 3 . Conditions Precedent. 3 . 1 To Obligations Under Agreement. The obligation of the Bank to purchase Series B Notes is subject to the condition precedent that, on the Closing Date, there shall have been delivered to the Bank, in form and substance satisfactory to the Bank: ( a) An opinion, dated the Closing Date, of the County Counsel of the County of Contra Costa, substantially in the form of Exhibit A hereto; (b) An opinion, dated the Closing Date, of Orrick, Herrington & Sutcliffe, A Professional Corporation, Bond Counsel, substantially in the form of Exhibit B hereto; (c ) A copy of the Resolution, certified by the Clerk or a Deputy Clerk of Borrower as being in full force and effect on the Closing Date; (d) A certificate of the Clerk of the Borrower dated the Closing Date to the effect that the Resolution 4 000309 referred to in (c) above as of the Closing Date has not been amended or modified; (e) A certificate, signed by the Clerk or a Deputy Clerk of Borrower and dated the Closing Date, as to the incumbency, and containing the specimen signature or signatures, of the Authorized Officer or Officers executing and delivering this Agreement and any instrument or other document to be delivered pursuant to this Agreement on behalf of Borrower; ( f) Evidence satisfactory to the Bank that (i ) Borrower has sold all Series B Notes at par; (ii ) all of the proceeds thereof plus $275, 000 of moneys from the Borrower' s General Fund have been deposited pursuant to The Defeasance , Agreement; (iii ) an amount equal to interest payable on all Series B Notes has been deposited by Borrower with the Fiscal Agent to be held in the Interest Account of the Repayment Fund under the Fiscal Agent Agreement; and (iv) the conditions precedent to the Purchaser' s obligation under the Contract of Purchase, as set forth in Section 7 thereof, have been fully satisfied and have not been waived by the Purchaser; (g) A certificate of the County Counsel, dated the Closing Date, to the effect that there is no litigation then pending, or, to the knowledge of such County Counsel, threatened relating to the validity of this Agreement or the Series B Notes; (h) one executed copy each of the Contract of Purchase, the Defeasance Agreement, and the Fiscal Agent Agreement; and ( i ) Such additional documents as the Bank may reasonably request to evidence compliance by the Borrower with legal requirements, the truth and accuracy, as of the Closing Date, of the representations of the Borrower herein contained and the due performance or satisfaction by the Borrower at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Borrower. 3 .2 To Making an Advance. The obligation of the Bank to make the Advance on the Availability Date is subject to the conditions that: (a) By 8: 30 a.m. , Contra Costa County time, on the Availability Date there shall have been delivered to the Bank at the Bank' s Office in form and substance satisfactory to the Bank: 5 000310 ( i ) A Certificate and Purchase Request, dated the Availability Date, substantially in the form of Exhibit C hereto (a "purchase request" ) which shall be for an amount not greater than the amount sought pursuant to the written request for the Advance contemplated by Section 2 .2(a) ; and (ii ) An opinion, dated the Availability Date, of Bond Counsel, reconfirming the opinions contained in Exhibit B hereto. (b) As of 8: 30 a.m. , Contra Costa County time, on the Availability Date the following statements shall be true and correct and by such time the Bank shall have received a certificate signed by an Authorized Officer of Borrower, dated as of the Availability Date, representing and warranting that: ( i ) no event has occurred and is continuing, or would result from such disbursement, which constitutes an Event of Default or would constitute an Event of Default but for the requirements that notice be given or time elapse or both; (ii ) the representations and warranties of Borrower set forth in Sections 4. 1 to 4. 6 are true and correct on the date of the Availability Date as though made on and as of such date; ( iii ) the Resolution is in full force and effect with no amendment or modification; and ( iv) The amount of the requested advance is equal to the aggregate principal amount of Series B Notes for which there are not funds in the Repayment Fund or an amount equal to the difference between the amount in the Repayment Fund, as defined in the Resolution and the principal amount of Series B Notes. (c ) The Bank shall receive evidence satisfactory to it that all Series B Notes have been tendered to the Fiscal Agent for payment and the Bank shall receive, concurrently with the Advance, the Series B Notes to be purchased by the Bank. 4. Representations and Warranties Borrower represents and warrants that: 4. 1 Organization. Borrower is a political subdivision of the State of California duly organized and validly existing under the laws thereof, and has all 6 000311 requisite power and authority to conduct its business and to execute, deliver and perform all of its obligations under the Documents to which it is or is to. be a. party.. 4.2 Due Execution.. The execution, delivery and performance by Borrower of the Documents have been duly authorized and do not: and will not (i ) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently . in effect having applicability to Borrower, or (ii ) result in a breach of or constitute a default under any resolution of Borrower or any indenture or ' ioan or credit agreement or any other agreement., 19ase or instrument to which Borrower is a party or by which Borrower or its properties may be bound or affected; and Borrower is not in violation of or in default under az;y--such - law; rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, a,greer e:nt, lease or instrument material to its operation. 4.3 Consents. No authorization, consent, approval, license, exemption of or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which has not been obtained, will be necessary for the valid execution, delivery and performance by Borrower of any of the Documents to which it is or is to be a party. 4. 4 Incurrence and Parity. All Series B Notes will be issued under and within the limits of Article 7 . 6, Chapter 4, Part 1, Division 2, Title 5 of the Government Code of the State of California (the "Law" ) and will be on a parity with each other. 4. 5 Binding Obligations. This Agreement and each of the other Documents to which Borrower is or is to be a party constitute legal, valid and binding obligations of Borrower, and the pledge of Revenue described in Section 5. 8 constitutes a valid pledge of, and the placement of a valid lien on, the Pledged Moneys (as defined below) , and the deposit of $37, 275, 000 in the Payment Fund under the Defeasance Agreement constitutes the creation of a valid trust for payment of the "Negotiable Notes" and "Notes" as defined in the Credit Agreement, enforceable against Borrower in accordance with their respective terms, except as they may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors ' rights generally. 7 000312 4. 6 Regulations U and X. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System) . 4. 7 Financial Statements; Other Documents. Borrower. has heretofore furnished to Bank its audited financial statements for fiscal year 1982-1983 . Such financial statements were prepared in accordance with generally accepted accounting principles consistently applied, are complete and correct and present fairly the financial condition of Borrower for the period indicated. Borrower has also furnished to Bank of a cash flow statement of the General Fund of Borrower for fiscal year 1983-1984 containing actual results through December 1983 and projections through the balance of the year, together with seven specific assumptions, and a copy of Findings and Recommendations regarding Health Services Department, dated January 31, 1984, from Arthur Young & Company to the Board of Supervisors of Borrower. 5 . Covenants 5. 1 Punctual Payment. Borrower will punctually pay or cause to be paid out of Revenues the principal and interest to become due under the Series B Notes in strict conformity with the terms of the Documents, and it will faithfully observe and perform all of the conditions, covenants and requirements of the Documents . 5 . 2 Other Indebtedness and Liens. Borrower will not incur any general obligation indebtedness or any other indebtedness for money borrowed which may must be repaid from Revenues, except ( a) Negotiable Notes and Notes, (b) $27, 000, 000 in principal amount of 1983-1984 Tax and Revenue Anticipation Notes dated July 12, 1983 ; and (c) the Series B Notes. Borrower will not make any temporary transfers of funds, pursuant to Article XVI , §6 of the Constitution .of the State of California to meet any obligations of Borrower during the 1983-1984 fiscal year. Borrower will not grant any consensual liens, encumbrances or charges upon Revenues except those created or provided for prior to the date hereof or which arise under this Agreement. 5 . 3 Notices. Borrower will promptly give written notice to the Bank of the occurrence of any Event of Default or any event which, upon a lapse of time or notice or both, would become an Event of Default. Borrower will promptly give written notice to the Bank of any information obtained by Borrower regarding pending, proposed or completed action 8 000313 by the United States government or any of its agencies or instrumentalities or by the government of the State of California or any of its agencies or instrumentalities which, in the reasonable judgment of Borrower, could result in a reduction in Available Funds of the Borrower as defined in the Adopted Budget of Borrower for fiscal 1983-1984 delivered to the Bank by ten percent (10%) or more below those shown in the Adopted Budget and further will promptly give notice to the Bank of any pending or threatened litigation which, in the reasonable opinion of Borrower, could materially adversely affect the ability of Borrower to repay any indebtedness incurred under this Agreement. 5 . 4 Accounting Records. Borrower will maintain adequate books, accounts and records in accordance with generally accepted accounting principles and practices consistently applied, and permit employees or agents of the Bank at any reasonable time to examine or audit its books, accounts and records and make copies and memoranda thereof. 5 . 5 Financial Statements; Other Documents. Borrower will deliver to the Bank in form and detail satisfactory to the Bank: ( a) As soon as available, but no later than forty-five days after the end of each calendar month, a General Fund cumulative cash flow statement which shall contain actual monthly results for the fiscal year to the end of such month and estimated monthly results for the balance of the fiscal year; (b) All documents, certificates and other written information provided by Borrower to any securities dealer as and when so provided; and (c ) Such other existing statements, budgets, forecasts or reports as the Bank may reasonably request. 5 . 6 Documents. Borrower will not modify or amend the Documents without the prior written consent of the Bank. 5 . 7 Payment of- Indebtedness . Borrower will promptly pay, when due, all principal of and interest on indebtedness permitted under Section 5 .2 . 5. 8 Pledge of Revenues. Subject to prior rights of the holders of Negotiable Notes and Notes, the Borrower has pledged, as security for the Series B Notes, and the Treasurer of Borrower has deposited in the Interest Account 9 000314 of the Repayment Fund, as defined below, the sum of $976, 389 from Borrower' s General Fund, and has been directed and instructed to deposit in the Repayment Fund, at intervals of at least every three business days, the first $37, 000, 000 of the second installment of secured property taxes for fiscal year 1983-1984. In the event that by April 16, 1984 there have been insufficient such property taxes received by Borrower to permit deposit with the Fiscal Agent pursuant to the Fiscal Agent Agreement hereinafter referred to, of the full amount to be so deposited, then any deficiency shall then be satisfied and made up and deposited with the Fiscal Agent from any other monies of Borrower lawfully available for the payment of the Series B Notes, and interest thereon. In the event that Borrower does not have sufficient other monies available to permit the deposit of the full amount of the pledge by April 16, 1984, then any deficiency shall be made up from the first monies received thereafter and lawfully available for the payment of the Series B Notes, subject, however, to any prior rights of the holders of Negotiable Notes and Notes. Borrower has established with the Fiscal Agent the Series B Notes Repayment Fund (the "Repayment Fund" ) by execution and delivery of the Fiscal Agent Agreement. Moneys deposited in the Repayment Fund are herein sometimes referred to as the "Pledged Moneys. " Subject to the prior rights of holders of Negotiable Notes and Notes, Pledged Moneys shall be used to pay Series B Notes as they become due and may not be used for any other purpose subject to the further limitation that moneys in the Interest Account of the Repayment Fund shall be used solely for the purpose of paying interest on the Series B Notes. After such interest has been fully paid such moneys may be utilized for any other purpose for which the Repayment Fund may be utilized. Each Series B Note shall be secured by the Pledged Moneys ratably according to the amount of principal and interest due thereon. 5 .9 Additional Lien. To the extent permitted by law, Borrower hereby grants to the Bank a continuing lien for all indebtedness of Borrower to the Bank upon any and all moneys, securities and other property of Borrower and the proceeds thereof now or hereafter held or received by or in transit to the Bank, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special) and credits of Borrower with, and any and all claims of Borrower against the Bank, except money, securities and other property (a) held for safekeeping or otherwise held by Borrower for the benefit of other public agencies or districts., (b) pledged to others prior to the date of this Agreement or, (c) designated or set aside for the payment of principal of or interest on the indebtedness described in clauses (a) and (b) of Section 5 .2 . Upon the occurrence of any Event of. Default, 10 000315 the Bank is hereby authorized at any time and from time to time, without notice to Borrower, to set-off, appropriate and apply any or all items hereinabove referred to against all indebtedness of Borrower to the Bank, whether under this Agreement, the Series B Notes or otherwise, and whether now existing or hereafter arising. 5 . 10 Change of Fiscal Agent. Borrower will promptly notify the Bank of any change in the identity of the Fiscal Agent. 5 . 11 No Unauthorized Publicity. Borrower will make no public advertisement or announcement relating to this Agreement without prior written authorization of the Bank. Nothing herein shall preclude the describing of this Agreement or the providing of a copy hereof to any purchaser of Series B Notes or otherwise in connection with the offering or sale from time to time of the Series B Notes. 5 . 12 Use of Proceeds of Series B -Notes; No New Refundings. Borrower covenants that all of the proceeds of the Series B Notes plus $275, 000 from Borrower' s General Fund is being deposited under the Defeasance Agreement to be held in trust for the sole purpose of paying the Negotiable Notes and Notes, if any, as the same mature. Borrower agrees that it will not issue any additional Negotiable Notes and warrants and represents that the schedule attached hereto as Exhibit E reflects the current maturities of all Negotiable Notes now outstanding and that all of said Negotiable Notes will be repaid in full as they mature. 6. Events of Default If one or more of the following events shall happen, that is to say: 6 . 1 if any representation or warranty made by Borrower in this Agreement or in any certificate, agreement, instrument or statement delivered pursuant to this Agreement proves in any material respect to have been incorrect or misleading when made; 6. 2 if Borrower shall file any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors; or 6. 3 if an involuntary petition shall be filed under any bankruptcy statute against Borrower, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) shall be appointed to 11 000316 take possession, custody, or control of the properties of Borrower, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within thirty (30) days from the date of said filing or appointment; then the Bank may by notice to Borrower declare the obligations of the Bank to make an Advance to be terminated, whereupon the same shall immediately terminate. 7 . Miscellaneous 7 . 1 No Waiver; Cumulative Remedies. No failure or delay on the part of the Bank or any other holder of any Series B Note in exercising any right, power or remedy under any of the Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Documents. The remedies herein and in the other Documents provided are cumulative and are not exclusive of any remedies provided by law or in equity. 7 .2 Addresses for Notices, etc. All notices, requests, demands, directions and other communications provided for under the Loan Documents to be in writing shall be mailed or otherwise sent or delivered to the applicable party at the addresses indicated below. If to Borrower: Treasurer of the County of Contra Costa Finance Building 625 Court Street Martinez, California 94533 If to the Bank: Wells Fargo Bank, N.A. Funding Group/Public Finance No. 1380 420 Montgomery Street San Francisco, California 94163 Attention: Reba Bernou or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. Notices shall be deemed given on the date delivered by hand or, if mailed, on the date five business days following their deposit, first class postage prepaid, in the United States mail . 7 . 3 Costs and Expenses. Borrower agrees to pay all the expenses of the Bank under and in connection with the preparation of this Agreement, including the fees and expenses of counsel employed or retained by it. If there is litigation involving any party hereto resulting from an alleged failure of such party to comply with such party' s 12 0.00317 i obligations under this Agreement or under any of the other Loan Documents, and it is determined in such litigation that such party did so fail to comply, such party will pay on demand all legal fees and other costs and expenses, if any, incurred by the other parties hereto in connection therewith. Further, Borrower agrees to pay to the Bank, on demand, all costs and expenses reasonably and necessarily incurred by the Bank in connection with any refinancing or restructuring of the credit arrangements hereunder in the nature of a "work-out" , including the fees and expenses of the counsel retained by the Bank. This Section 7 . 3 shall survive termination of this Agreement. 7 . 4 Execution in Counterparts. This Agreement and the other Documents may be executed in any number of counterparts and by different parties hereto, or thereto, in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together, shall constitute but one and the same instrument. 7 . 5 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of Borrower, the Bank and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written approval of the Bank. 7 . 6 Participation. Without relieving it of its commitment hereunder, the Bank may at any time sell, assign, grant participations in, or otherwise transfer to any other bank or other institutional lender all or part of its obligations under this Agreement. 7 . 7 Consent and Waiver; Amendments . By execution hereof the Bank hereby consents to all the transactions contemplated by the Documents, to the extent that any of such transactions may violate any of the covenants of Borrower contained in the Credit Agreement, and waives compliance by the Borrower with such covenants with respect to any such transaction. This Agreement may not be amended, modified or terminated except with the written consent of the holders of all of the Series B Notes . Notwithstanding anything to the contrary contained in the Credit Agreement, the maximum amount of borrowing limits thereunder shall be reduced concurrently with the payment of the Negotiable Notes in accordance with the schedule reflected in Exhibit E and the Credit Agreement shall terminate (except Sections 2 . 5 and 8. 3 thereof) in its entirety upon payment in full of such Negotiable Notes (and any and all Notes which may be outstanding) , and the commitment fee payable by Borrower to Bank thereunder shall be computed on the basis of such reduced maximum limits. 13 000313 7 . 8 Governing Law. The Documents shall be governed by, and construed in accordance with, the laws of the State of California. 7. 9 Severability of Provisions. Any provision of this Agreement, or any of the other Documents, which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, or thereof, or affecting the validity or enforceability of such provision in any other jurisdiction. 7 . 10 Headings. Article and paragraph headings in this Agreement, and in the other Documents, are included herein, and therein, for convenience of reference only and shall not constitute a part of this Agreement, or of the other Documents for any other purpose. 7 . 11 Computations. All financial computations required under this Agreement shall be made, and all financial information required under this Agreement shall be prepared, in accordance with generally accepted accounting principles and practices consistently applied to the extent applicable. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year first above written. COUNTY OF CONTRA COSTA By Title: WELLS FARGO BANK, N.A. By Title: 14 000319.. . EXHIBIT A FORM OF OPINION OF COUNTY COUNSEL Gentlemen: In accordance with the requirements of Section 3 . 1(a) of the Note Purchase Agreement dated as of February 15, 1984, entered into by and between the County of Contra Costa and the Wells Fargo Bank, N.A. , I am rendering my legal opinion as set forth below. In forming this opinion, I have examined and relied upon the Agreement, the Documents defined in Paragraph 1 . 11 thereof, and such other materials as in our judgment were necessary to enable me to render the opinion expressed herein. Based upon the foregoing, and solely with regard to California law, I am of the opinion that: 1 . The County is a political subdivision duly organized and validly existing under the laws of the State of California, and has the power and authority to conduct its business, to execute and deliver, and to perform all of its obligations under the Documents. No authorization, consent or approval of any court or governmental agency which has not been obtained is necessary for such execution, delivery or performance . 2 . The execution, delivery and performance of the Documents by the County have been duly authorized, and (i ) do not violate any provisions of the Constitution or laws of the State of California, or of any court order presently in effect having applicability to the County, (ii ) do not result in a breach of or ,constitute a default under any indenture, or loan or credit agreement, to which the County is a party, and (iii ) do not result in the creation or imposition of any lien or encumbrance, other than those imposed in the Documents, upon the Revenues defined in the Agreement. 3 . The Agreement and each of the Documents to which the County is or is to be a party pursuant to the Agreement when duly executed and delivered constitute legally valid and binding obligations of the County, enforceable against the County in accordance with their respective terms . With respect to the opinions I have expressed, the rights and obligations under the Documents are subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general, and to the 0003?0 :. application of equitable principles if equitable remedies are judicially sought. County Counsel By Deputy 2 000321 • EXHIBIT C COUNTY OF CONTRA COSTA CERTIFICATE AND PURCHASE REQUEST TO: Wells Fargo Bank, N.A. Attention: Reference is made to the Note Purchase Agreement (the "Agreement" ) dated as of February 15, 1984, between the County of Contra Costa ( "Borrower" ) and Wells Fargo Bank, N.A. (the "Bank" ) . Unless otherwise specified herein, the terms used herein which are defined in the Agreement have the meanings assigned therein. 1 . The undersigned is an Authorized Officer of Borrower. 2 . The Borrower hereby requests purchase by the Bank on the Availability Date of Series B Notes as follows: SERIAL NO. PRINCIPAL AMOUNT Such Series B Notes will be delivered to the issuing and paying agent for the Series B Notes, at or prior to the time of the foregoing Advance . 3 . The undersigned hereby represents, for and on behalf of Borrower, that an Election Notice as to all of the Series B Notes has been filed with the Fiscal Agent and that Series B Notes, in the hands of the Bank, will be valid and enforceable obligations of the Borrower according to their terms and the terms of the Agreement. 4. The undersigned hereby certifies, for and on behalf of Borrower, that: (a) No event has occurred and is continuing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapsed or both; 000322 (b) The representations and warranties of Borrower set forth in Sections 4. 1 to 4. 6 of the Agreement were true and correct on the date made and are true and correct on and as of this date; (c) The Resolution is in full force and effect and has not been amended or modified; and (d) The amount of the requested Advance does not exceed the difference between $37,000, 000 and the principal amount of notes which could be purchased in full with proceeds of funds deposited in the Repayment Fund in accordance with Section 5 . 8 of the Agreement. DATED: July 1984 COUNTY OF CONTRA COSTA By Authorized Officer 2 000323, EXHIBIT C COUNTY OF CONTRA COSTA CERTIFICATE AND PURCHASE REQUEST TO: Wells Fargo Bank, N.A. Attention: Reference is made to the Note Purchase Agreement (the "Agreement" ) dated as of February 15, 1984, between the County of Contra Costa ( "Borrower" ) and Wells Fargo Bank, N.A. (the "Bank" ) . Unless otherwise specified herein, the terms used herein which are defined in the Agreement have the meanings assigned therein. 1 . The undersigned is an Authorized Officer of Borrower. 2 . The Borrower hereby requests purchase by the Bank on the Availability Date of Series B Notes as follows: SERIAL NO. PRINCIPAL AMOUNT Such Series B Notes will be delivered to the issuing and paying agent for the Series B Notes, at or prior to the time of the foregoing Advance . 3 . The undersigned hereby represents, for and on behalf of Borrower, that an Election Notice as to all of the Series B Notes has been filed with the Fiscal Agent and that Series B Notes, in the hands of the Bank, will be valid and enforceable obligations of the Borrower according to their terms and the terms of the Agreement. 4. The undersigned hereby certifies, for and on behalf of Borrower, that: (a) No event has occurred and is continuing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapsed or both; i I 000324 (b) The representations and warranties of Borrower set forth in Sections 4. 1 to 4. 6 of the Agreement were true and correct on the date made and are true and correct on and as of this date; (c) The Resolution is in full force and effect and has not been amended or modified; and (d) The amount of the requested Advance does not exceed the difference between $37,000, 000 and the principal amount of notes which could be purchased in full with proceeds of funds deposited in the Repayment Fund in accordance with Section 5. 8 of the Agreement. DATED: July 1984 COUNTY OF CONTRA COSTA By Authorized Officer 2 000325