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HomeMy WebLinkAboutMINUTES - 10172000 - D1C BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 200%R7 RESOLUTION APPROVING THE ISSUANCE BY THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY OF NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A FOR THE FINANCING OF VARIOUS CAPITAL PROJECTS, AUTHORIZING THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST AGREEMENT, A FIRST AMENDMENT TO FACILITY LEASE, A FIRST AMENDMENT TO MASTER SITE LEASE, AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL NOTICE OF SALE AND THE OFFICIAL STATEMENT FOR SAID BONDS; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") and the Contra Costa County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of Powers Agreement, dated as of April 7, 1992 (the "Joint Powers Agreement"), which Joint Powers Agreement creates and establishes the County of Contra Costa Public Financing Authority (the "Autho„n WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and the Joint Powers Agreement, the Authority is authorized to issue bonds for financing public capital improvements whenever there are significant public benefits; WHEREAS, the Authority has heretofore issued the Authority's Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the "1999 Series A Bonds') in order to finance and refinance capital projects for the County; WHEREAS, this Board of Supervisors hereby determines that it is in the best interest of the County for the Authority to issue lease revenue bonds to finance additional capital projects including improvements such as (i)the completion of the Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii)the construction of a new Employment and Human Services Building in Antioch, and (iii)the construction of tenant improvements at Los Medanos Health Center in Pittsburg(collectively,the"2001 Series A Project"); WHEREAS, it is further proposed that the Authority and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"), enter into a first supplemental trust agreement (the "First Supplemental Trust Agreement") acknowledged by the County, which will supplement and amend the Trust Agreement dated as of February 1, 1999 (the `Frust Agreement") and, pursuant to the Trust Agreement and First Supplemental Trust Agreement, the DOCSSF1:4741043 1 Agreement") and, pursuant to the Trust Agreement and First Supplemental Trust Agreement, the Authority will issue not to exceed $25,000,000 aggregate principal amount of County of Contra Costa Public Financing Authority Lease Revenue Bonds (various Capital Projects), 2001 Series A (the "Bonds") on a parity with the 1999 Series A Bonds, and will use the proceeds to finance the 2001 Series A Project, fund a reserve fund and pay costs of issuance associated with such bonds; WHEREAS, it is proposed that the County enter into a First Amendment to Master Site Lease (the "First Amendment to Site Lease") pursuant to which it will lease the County office building located at 2530 Arnold Drive, Martinez (the "Summit Centre Building") to the Authority in addition to the facilities currently leased under the Master Site Lease dated as of February 1, 1999 between the County and the Authority; WHEREAS, it is proposed that the County enter into a First Amendment to Facility Lease (the "First Amendment to Facility Lease") pursuant to which it will lease back the Summit Centre Building from the Authority in addition to the facilities currently leased pursuant to the Facility Lease (Various Capital Projects) dated as of February 1, 1999 between the Authority and the County; WHEREAS, under the First Amendment to Facility Lease, the County would be obligated to make additional base rental payments to the Authority which the Authority will use to pay debt service on the Bonds and the portion of such additional base rental allocable to the completion of the Family Law Center, a"Courts Project" under the Facility Lease, will be secured by a pledge of the"Courthouse Funds"as defined in the Facility Lease; WHEREAS, in accordance with the requirements of Government code Section 6586.5, a public hearing regarding the proposed financing was conducted by the County on October 17,2000; WHEREAS, notice of such hearing was published at least five days prior to such hearing in a newspaper of general circulation in the County; WHEREAS, C.M. de Crinis & Co., Inc., is acting as financial advisor (the "Financial Advisor") to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as bond counsel ("Bond Counsel") to the County and the Authority in connection with the financing; WHEREAS, the Financial Advisor has assisted the County and the Authority in the preparation of an Official Statement describing the Bonds which will be distributed to potential purchasers of the Bonds; WHEREAS, this Board has been presented with the form of each document hereinafter referred to relating to the Bonds, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; DOCSSF1:474104.3 2 WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and WHEREAS, the County expects to finance the 2001 Series A Project on a tax- exempt basis; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. The foregoing recitals are true and correct and this Board so finds and determines. S—ection 2. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct and that the issuance of the Bonds by the Authority and the financing of the 2001 Series A Project will result in demonstrable savings in effective interest rate,bond preparation,bond underwriting or bond issuance costs producing significant public benefits. ec ' n 3. The Board of Supervisors hereby requests and approves the issuance of the Bonds by the Authority, in an aggregate principal amount of not to exceed $25,000,000 for the financing of the 2001 Series A Project. Section,4. The form of First Amendment to Site Lease, on file with the Clerk of the Board of Supervisors, is hereby approved, and the Chair of the Board of Supervisors or the Vice Chair of the Board of Supervisors or the County Administrator of the County and the Clerk of the Board of Supervisors (the "Clerk") or any Deputy Clerk of the Board of Supervisors or any designee of such officials (the "Authorized Signatories") are hereby authorized and directed to execute and deliver the First Amendment to Site Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; proyidew v , that the term thereof shall not exceed June 15, 2049. Sectign 5. The form of First Amendment to Facility Lease, on file with the Clerk, is hereby approved, and any two of the Authorized Signatories are hereby authorized and directed to execute and deliver the First Amendment to Facility Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, y o howeverthat the maximum additional annual base rental payments payable under the First Amendment to Facility Lease shall not exceed $3,000,000 and the term of the First Amendment to Facility Lease (including any extensions) shall not exceed June 1, 2049. Among the changes authorized to be made to such First Amendment to Facility Lease are such changes as are necessary in the event the County Administrator or his designee, upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance. Section6. The form of First Supplemental Trust Agreement by and between the Trustee and the Authority and acknowledged by the County, on file with the Clerk, is hereby DOCSSFl:4741043 3 approved. Any one of the Authorized Signatories is hereby authorized and directed to execute and deliver the First Supplemental Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Among the changes authorized to be made to such First Supplemental Trust Agreement are such changes as are necessary in the event the County Administrator or his designee, upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond insurance or a reserve facility for the Bonds or for the Authority to enter into an interest rate swap or other hedging product in connection with the Bonds. Section-7. The form of Preliminary Official Statement describing the Bonds, on file with the Clerk, is hereby approved and the County Administrator or his designee, is hereby authorized and directed to execute and deliver a final Official Statement in substantially said form with such additions, corrections and revisions as may be determined to be necessary or desirable by the Financial Advisor, Bond Counsel or the County Counsel's Office. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective purchasers of the Bonds copies of a preliminary official statement in such form, and to supply the purchaser of the Bonds with copies of a final official statement, completed to include, among other things the interest rate or rates, and final sale information for the Bonds. The County Administrator or the Director, Capital Facilities and Debt Management, or a designee of either, is hereby authorized and directed to execute a certificate confirming that the Preliminary Official Statement has been "deemed final" by the County for purposes of Securities and Exchange Commission Rule 15c2-12. Section . The form of proposed Official Notice of Sale inviting bids for the Bonds on file with the Clerk is hereby approved and adopted as the Official Notice of Sale for the Bonds, with such additions, changes and corrections thereto as the County Administrator or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof. The Clerk is hereby authorized to cause to be published a notice of the proposed sale of the Bonds as required by law. t' Q. The proposed form of Continuing Disclosure Agreement, to be dated the date of issuance of the Bonds, by and among the County and the Trustee, on file with the Clerk, is hereby approved. Any of the Authorized Signatories are hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in substantially said form,with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section—10. The officers of the County are hereby authorized and directed,jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, executing and delivering signature certificates, no-litigation certificates, tax and rebate certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Bonds. The Authorized Signatories, the Director, Capital Facilities and Debt Management of the County and other appropriate officers of the County are hereby authorized and directed to execute and deliver any and all certificates, instructions as to investments,written DOCSSF1:474104.3 4 requests and other certificates necessary or desirable to administer the Bonds or leases,pay costs of issuance or to accomplish the transactions contemplated herein. Section 11. All actions heretofore taken by the officers and agents of the County with respect to the issuance and sale of the Bonds are hereby approved and confirmed. Section 12. This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 17th day ofOctober , 2000. -1"( 6 Chair of the Boardupervisors County of Contra�C, California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By =A _a A4.4 Deputy lerk of the Board of Supervisors of the County of Contra Costa, State of California DOCSSF1:474104.3 5 CLERK'S CERTIFICATE The undersigned, Deputy Clerk of the Board of Supervisors of the County of Centra Costa,hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 171h day of 0 ,-rhp, , 2000, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: Supervisors Gioia, Uilkema, DeSaulnier, Canciamilla and Gerber ABSENT: None NOES: None ABSTAIN: None An agenda of said meeting was posted at least 96 hours before said meeting at 691 PinP ,,Sl-rL t- ,Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa thisl.7th day of October , 2000. [Seal] Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State,of California oaCssr1.474104.3 OH&S SECOND DRAFT Recording requested by and return to: COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY c/o Orrick,Herrington& Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attn: Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 6103 FIRST AMENDMENT TO MASTER SITE LEASE between the COUNTY OF CONTRA COSTA and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Dated as of January 1, 2001 (Amending the Master Site Lease(Various Capital Projects) dated as of February 1, 1999) DOCSSFt:473576.2 FIRST AMENDMENT TO MASTER SITE LEASE This First Amendment to Master Site Lease, dated as of January 1, 2001 between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (the "County"), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority"), as lessee, a joint exercise of power authority, duly organized and existing pursuant to an Agreement, dated April 7, 1992, entitled "County of Contra Costa Public Financing Authority Joint Exercise of Powers Agreement," by and between the County of Contra Costa and the Contra Costa County Redevelopment Agency; WITNESSETH WHEREAS, this First Amendment to Master Site Lease is entered into in order to amend in certain respects a lease between the County and the Authority entitled "Master Site Lease ,"dated as of February 1, 1999 and recorded on March 4, 1999, in the office of the County Recorder of the County, under Recorder's Instrument No. 99-0059811 (the "Master Site Lease"). and to add to the property leased pursuant to the Master Site Lease certain additional real property consisting of a County office building located at 2530 Arnold Drive, Martinez, California, as described in E i it A (the "Summit Centre Building"), (capitalized terms used herein and not otherwise defined herein have the meanings assigned thereto by the Master Site Lease); NOW,THEREFORE,the parties hereto agree as follows: DOCSSFI:473576.2 Section 1. This First Amendment to Master Site Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, State of California, or on March 1, 2001, whichever is earlier, and such date of commencement shall be hereinafter referred to as the"effective date." Section 2. From and after the effective date of this instrument, the County, for good and valuable consideration the sufficiency of which is hereby acknowledged, hereby leases to the Authority and the Authority hereby leases from the County, the real property described in Exhibit A hereto, which real property is hereby added to the Facilities leased pursuant to the Master Site Lease and all references to the Facilities in the Master Site Lease shall include said real property. The Authority agrees to lease said real property back to the County pursuant to the Facility Lease. Section 3. The term of the Master Site Lease as to the Summit Centre Building is June 15, 2021, unless such term is extended or sooner terminated as provided in the Master Site Lease. Sectign 4. The County covenants that it is owner in fee of the Summit Centre Building. Sectio-n-5. Except as in this Furst Amendment to Master Site Lease expressly provided, the Master Site Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended hereby. Si 6. If one or more of the terms,provisions, covenants or conditions of this First Amendment to Master Site Lease shall to any extent be declared invalid, unenforceable, Doc5sFt.473576.2 2 void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this First Amendment to Master Site Lease shall be affected thereby, and each provision of this First Amendment to Master Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section-7. This First Amendment to Master Site Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. DOCSSF1:473576.2 3 IN WITNESS WHEREOF, the County and the Authority have caused this First Amendment to Master Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessor By Donna Gerber Chair of the Board of Supervisors Attest: Philip J. Batchelor Clerk of the Board of Supervisors and County Administrator By Clerk of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Lessee By Donna Gerber Chair Attest: Philip J. Batchelor, Executive Director and Secretary By Laura Lockwood, Director, Capital Facilities and Debt Management, County of Contra Costa DOCSSF 1:47357s.2 EXHIBIT A Additions to Facilities All that certain real property situated in the County of Contra Costa, State of California, described as follows: Summit Centre Buildin¢ [Legal Property Description] DOCSSF1:473576.2 CONSENT OF TRUSTEE The undersigned, as trustee under the Trust Agreement dated as of February 1, 1999, as amended, between the County of Contra Costa Public Financing Authority (the "Authority„) and the trustee, hereby acknowledges and consents to the execution and delivery of the First Amendment to Master Site Lease dated as of January 1, 2001, between the County of Contra Costa (the "County") and the Authority, relating to the Master Site Lease, dated as of February 1, 1999,between the County and the Authority. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,N.A., as Trustee By Authorized Officer DoCSSFt:4735'36.2 CONSENT OF BOND INSURER The undersigned, as Bond Insurer on the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the County of Contra Costa Public Financing Authority (the "Authority") and the trustee, hereby consents to the execution and delivery of the First Amendment to Master Site Lease dated as of January 1, 2001, between the County of Contra Costa (the "County") and the Authority, relating to the Master Site Lease, dated as of February 1, 1999,between the County and the Authority. MBIA INSURANCE CORPORATION By Authorized Officer DOCSSF1:473576.2 - - OH&S SECOND DRAFT Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick,Herrington& Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attn. Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 6103 FIRST AMENDMENT TO FACILITY LEASE by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and the COUNTY OF CONTRA COSTA Dated as of January 1, 2001 (Amending the Facility Lease (Various Capital Projects) dated as of February 1, 1999) bocssFr.473542.2 TABLE OF CONTENTS Page ARTICLE XI ADDITIONS RELATING TO LEASE REVENUE BONDS (CAPITAL PROJECTS), 2001 SERIES A SECTION11.01. Effective Date...................................................................................... 1 SECTION 11.02. Additional Definitions ......................................................................... 1 SECTION 11.03. Term of Additional Facilities...............................................................2 SECTION 11.04. Use of Proceeds of 2001 Series A Bonds............................................ 3 SECTION 11.05. Increase to Base Rental Payments.......................................................3 SECTION 11.06. Possession of Additional Facilities...................................................... 3 SECTION 11.07. Title Insurance .....................................................................................3 SECTION 11.08. Continuing Disclosure.........................................................................3 SECTION 11.09. Trust Agreement..................................................................................3 SECTION 11.10. Facility Lease in Full Force and Effect................................................3 SECTION 11.11. Execution in Counterparts....................................................................3 DOCSSF1.473542.2 _i_ FIRST AMENDMENT TO FACILITY LEASE This First Amendment to Facility Lease, dated as of January_1, 2001, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), as lessor, and the COUNTY OF CONTRA COSTA, a political subdivision organized and validly existing under the Constitution and laws of the State of California(the"County"), as lessee, WITNESSETH: WHEREAS, the County has leased certain real property and the improvements thereon to the Authority pursuant to a lease, entitled "Master Site Lease" and dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County,under Recorder's Instrument No. 99-0059811; WHEREAS, the County has amended said Master Site Lease to lease certain additional property to the Authority; and WHEREAS, this First Amendment to Facility Lease is entered into to amend and supplement in certain respects a lease between the Authority and the County entitled "Facility Lease (Various Capital Projects)," dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County, State of California, under Recorder's Instrument No. 99-0059812 (the "Facility Lease") and to add to the property leased pursuant to the Facility Lease certain additional real property consisting of a County office building located at 2530 Arnold Drive, Martinez, California as described in ExhibitA (the "Summit Centre Building'); NOW, THEREFORE, the parties hereto agree as follows: ARTICLE XI ADDITIONS RELATING TO LEASE REVENUE BONDS (CAPITAL PROJECTS), 2001 SERIES A SECTION 11.01. Effective Date. This First Amendment to Facility Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, State of California, or on March 1, 2001, whichever is earlier, and such date of commencement shall be hereinafter referred to as the"effective date" and on the effective date the additional real property hereby added to the Facility Lease and set forth in Exhi it A hereto shall be encumbered by the Facility Lease and references to Facilities and to Demised Premises in the Facility Lease shall hereafter include the real property described in ' it.A. SECTION 11.02. Additional Definitions. From and after the effective date of this instrument, the following new definitions shall be added to Section 1.01 of the Facility Lease, in alphabetical order, to read as follows: DOCSSFI:473542.2 "First Amendment to Facility Lease The term `First Amendment to Facility Lease' means that First Amendment to Facility Lease between the Authority and the County, dated as of January 1, 2001, as originally executed and recorded or as it may from time to time be supplemented,modified or amended pursuant to the provisions thereof:" "First Supplemental.Trust Agreement The term `First Supplemental Trust Agreement' means that First Supplemental Trust Agreement between the Authority and the Trustee, dated as of January 1, 2001, as originally executed and recorded or as it may from time to time be supplemented,modified or amended pursuant to the provisions thereof" "2001 Series A Bond Insurer The term `2001 Series A Bond Insurer' means , or any successor thereto or assignee thereof." "2001 Series A Bonds The term `2001 Series A Bonds' means the bonds issued by the Authority under and pursuant to the Trust Agreement and the First Supplemental Trust Agreement,the proceeds of which will be applied to the acquisition,construction and equipping of the 2001 Project and to the payment of costs related thereto." "2001 Series A Project The term `2001 Series A Project' means those items identified as such in the First Supplemental Trust Agreement, as the same may be changed from time to time by the filing of a notice with the Trustee." SECTION 11.03. Term of Additional Facilities. The term of this Lease for the Summit Centre Building shall end on June 1, 2021, unless such term is extended or sooner terminated as provided in the Facility Lease. SECTION 11.04. Use of Proceeds of 2001 Series A Bonds. The parties hereto agree that the proceeds of the 2001 Series A Bonds will be used by the Authority to finance the acquisition and construction of the 2001 Series A Project, to fund a reserve for the 2001 Series A Bonds and to pay costs related thereto as specified in the First Supplemental Trust Agreement. DOCSSF1:473542.2 2 SECTION 11.05. Increase to Base Rental Payments. From and after the effective date of this instrument, the Base Rental Payments, shall be increased by the amounts set forth in Exhibit B attached hereto. SECTION 11.06. Possession of Additional Facilities. The County hereby represents and warrants that the County has taken possession of and will occupy the Summit Centre Building throughout the term of this Lease for such facilities under the terms and provisions of this Lease. SECTION 11.07. Title Insurance. The County shall obtain upon the execution and delivery of this First Amendment to Facility Lease policies of title insurance or supplements to existing policies on the Demised Premises, in form and substance satisfactory to the Bond Insurer, in an amount equal to million dollars ($ ,000,000), issued by a company of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. Any proceeds of such insurance shall be delivered to the Trustee as a prepayment of rent pursuant to Section 7.02 and shall be applied by the Trustee to the redemption of Bonds pursuant to Section 4.01 and Section 16.01 of the Trust Agreement. SECTION 11.08. ContinuingDisclosure. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Lease, failure of the County to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder; however, the Trustee may (and, at the request of any Participating Underwriter(as defined in the Continuing Disclosure Agreement) or the Owners of at least 25% aggregate principal amount of Bonds Outstanding and provided satisfactory indemnification is provided to the Trustee, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to compel the County to comply with its obligations under this Section 11.08. SECTION 11.09. Trust Agreement. The parties hereto acknowledge that the County is a first-party beneficiary to the Trust Agreement, and the Authority hereby agrees that during the term of the Facility Lease and provided the County is not in default hereunder, it will not amend the Trust Agreement in any manner materially adverse to the interests of the County. The County hereby consents to the execution and delivery of the First Supplemental Trust Agreement. SECTION 11.10. Facility Lease in Full Force and Effect. Except as in this First Amendment to Facility Lease expressly provided, the Facility Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended and supplemented hereby. SECTION 11.11. Execution in Counterparts. This First Amendment to Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same First Amendment to Facility Lease. It is also agreed that separate counterparts of this First Amendment to Facility Lease may separately be executed by the Authority and the County, all with the same force and effect as though the same counterpart had been executed by both the Authority and the County. DOCSSFt:473542.2 3 IN WITNESS WHEREOF, the Authority and the County have caused this First Amendment to Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessor By Donna Gerber Chairperson, Board of Supervisors County of Contra Costa, State of California Attest: Philip J. Batchelor Clerk of the Board of Supervisors and County Administrator By Clerk of the Board of Supervisors COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, Lessee By Donna Gerber Chair Attest: Philip J. Batchelor, Executive Director and Secretary By Laura Lockwood, Director, Capital Facilities and Debt Management, County of Contra Costa DOCSSF 1:473542.2 EXHIBIT A Addition to Demised Premises All that certain real property situated in the County of Contra Costa, State of California, described as follows: Summit Centre Building [Legal Property Description] D©CSSF1:473542.2 A-1 EXHIBIT B Additional Base Rental Pa [to be provided by Financial Advisor] DOCSSFt:473542.2 B-1 CONSENT OF TRUSTEE The undersigned, as trustee under the Trust Agreement dated as of February 1, 1999, as amended, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority") and the trustee, hereby acknowledges and consents to the execution and delivery of the First Amendment to FACILITY LEASE dated as of January 1, 2001,between the Authority and the COUNTY OF CONTRA COSTA(the"County")relating to the Facility Lease(Various Capital Projects)dated as of February 1, 1999,between the Authority and the County. STATE STREET BAND.AND TRUST COMPANY OF CALIFORNIA,N.A., as Trustee By Authorized Officer DOCSSF 1:473542,.2 CONSENT OF BOND INSURER The undersigned, as Bond Insurer on the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority") and the trustee, hereby consents to the execution and delivery of the First Amendment to FACILITY LEASE dated as of January 1, 2001, between the Authority and the COUNTY OF CONTRA COSTA (the "County) relating to the Facility Lease (Various Capital Projects) dated as of February 1, 1999,between the Authority and the County. MBIA INSURANCE CORPORATION By Authorized Officer DOCSSF1:473542.2 OH&S SECOND DRAFT FIRST SUPPLEMENTAL TRUST AGREEMENT by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA.,N.A. Dated as of January 1, 2001 RELATING TO THE$ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A (Supplementing the Trust Agreement dated as of February 1, 1999) DOCSSFI:473457.2 TABLE OF CONTENTS Page ARTICLE XIII DEFINITIONS; EQUAL SECURITY ............................................................ 3 SECTION 13.01. Additional Definitions ......................................................................... 3 ARTICLEXIV THE BONDS................................................................................................... 5 SECTION 14.01. Authorization of 2001 Series A Bonds................................................ 5 SECTION 14.02. Terms of the 2001 Series A Bonds......................................................6 SECTION 14.03. Form of 2001 Series A Bonds..............................................................7 SECTION 14.04. Execution of 2001 Series A Bonds...................................................... 7 SECTION 14.05. Transfer,Exchange and Payment of 2001 Series A Bonds................. 8 SECTION 14.06. Special Covenants as to Book-Entry Only System for 2001 SeriesA Bonds..................................................................................... 8 SECTION 14.07. Compliance with 2001 Series A Continuing Disclosure Agreement.......................................................................................... 10 ARTICLE XV ISSUANCE OF BONDS ............................................................................... 10 SECTION 15.01. Procedure for the Issuance of 2001 Series A Bonds.......................... 10 SECTION 15.02. 2001 Series A Project Fund............................................................... 11 SECTION 15.03. Creation of Sinking Accounts for the 2001 Series A Term Bonds................................................................................................. 11 SECTION 15.04. Tax Covenants ................................................................................... 11 ARTICLE XVI REDEMPTION OF BONDS............................................................. ........ 12 SECTION 16.01. Extraordinary Redemption................................................................. 12 SECTION 16.02. Optional Redemption......................................................................... 12 SECTION 16.03. Mandatory Sinking Fund Redemption............................................... 12 SECTION 16.04. Selection of Bonds for Redemption................................................... 12 SECTION 16.05. Notice of Redemption; Cancellation;Effect of Redemption............. 13 SECTION 17.01. Concerning the 2001 Series A Bond Insurer...................................... 13 SECTION 17.02. Payments Under the Bond Insurance Policy...................................... 15 ARTICLE.XVIII MISCELLANEOUS PROVISIONS.............................................................. 17 SECTION 18.01. 2001 Series A Bond Insurer............................................................... 17 SECTION 18.02. Validity of Supplement...................................................................... 17 SECTION 18.03. Terms of 2001 Series A Bonds Subject to the Trust Agreement....... 17 SECTION 18.04. Assignment Acknowledged............................................................... 17 SECTION 18.05. Effective Date of First Supplemental Trust Agreement ..................... 17 DOCSSF1:473457.2 i TABLE OF CONTENTS (continued) Page SECTION 18.06. Execution in Counterparts.................................................................. 17 DOCSSF 1.473457.2 ii THIS FIRST SUPPLEMENTAL TRUST AGREEMENT dated as of January 1, 2001, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the"Authority"), a joint exercise of powers authority, duly organized and validly existing pursuant to an Agreement entitled "County of Contra Costa Public Financing Authority Joint Exercise of Powers Agreement"by and between the County of Contra Costa and the Contra Costa County Redevelopment Agency, and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., a national banking association organized and existing under and by virtue of the laws of the United States of America, as successor trustee (together with any successor thereto, the "Trustee"), being supplemental to the trust agreement dated as of February 1, 1999,by and between the Trustee and the Authority; WITNESSETH: WHEREAS, the County of Contra Costa (the "County") has leased certain real property (as further defined herein, the "Facilities") to the Authority pursuant to a Master Site Lease, dated as of February 1, 1999 (together with amendments from time to time thereto, called the"Site Lease"); WHEREAS, the County and the Authority have entered into a First Amendment to Master Site Lease , dated as of January 1, 2001 (herein called the"First Amendment to Master Site Lease"), to amend the Site Lease in certain respects and to lease to the Authority certain additional real property; WHEREAS, the Authority is leasing certain Facilities to the County pursuant to a Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended, including as amended by the First Amendment to Facility Lease, dated as of January 1, 2041 (herein, together with other amendments thereto, collectively called the"Facility Lease"); WHEREAS, the Trustee and the Authority have heretofore executed the Trust Agreement, dated as of February 1, 1999, as supplemented, including as supplemented by this First Supplemental Trust Agreement dated as of January 1, 2001 (herein, together with other supplements thereto, collectively called the"Trust Agreement"); WHEREAS, heretofore the Authority has issued pursuant to the Trust Agreement $74,685,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 1999 Series A (the "1999 Series A Bonds"), to acquire the leasehold in the Facilities and to assist the County in financing various capital projects (as further defined herein, the"Project''); WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Authority for the lease of the Facilities; WHEREAS, all rights to receive such base rental payments have been pledged without recourse by the Authority to the Trustee pursuant to the Trust Agreement; WHEREAS, the Authority may at any time, with the consent of the Bond Insurer, issue Additional Bonds payable from, and secured by a pledge of and lien upon, the Revenues, as DOCSSF1.473457.2 provided in Section 3.03 of the Trust Agreement, provided that the proceeds of such Additional Bonds be applied to, among other things, the acquisition(by purchase or lease) of facilities to be added to the:Facilities or the refunding of any Bonds then Outstanding; WHEREAS, in order to provide funds for the Project, the County has requested that the Authority acquire a leasehold interest in certain additional facilities and lease the same back to the County; WHEREAS, under the First Amendment to Facility Lease, the County is obligated to pay increased base rental payments to the Authority; WHEREAS, the portion of such additional base rental allocable to the completion of the Family Law Center will be secured by a pledge of the Courthouse Funds (as defined in the Facility Lease); WHEREAS, in consideration of such increased base rental payments and other adequate consideration, the Authority has agreed to issue bonds entitled"County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A(the "2001 Series A. Bonds"), in the aggregate principal amount of $ --' to provide additional funds for the Project and to acquire a leasehold interest in such additional facilities, and in connection therewith the Authority and the County have provided for the amendment of the Site Lease and the Facility Lease; WHEREAS, the 2001 Series A Bonds are payable from Revenues on a parity basis with the 1999 Series A Bonds and any Additional Bonds hereafter issued by the Authority under the Trust Agreement; and WHEREAS, all acts and proceedings required by law necessary to make the 2001 Series A Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Authority payable in accordance with their terms, and to constitute the Trust Agreement a valid and binding agreement of the parties hereto for the uses and.purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this First Supplemental Trust Agreement have been in all respects duly authorized; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL TRUST AGREEMENT WITNESSETH, that in order to secure the full and timely payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding under the Trust Agreement, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof, and for other valuable considerations,the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds, as follows: DOCSSFI:473457.2 2 ARTICLE XIII DEFINITIONS; EQUAL SECURITY SECTION 13.01. Additional Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of the Trust Agreement and of any amendment hereof or supplement hereto and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein and to the extent the definitions in this Section differ from the definitions of such terms. contained in Section 1.01 of the Trust Agreement, the definitions in this Section shall control and the definitions in Section 1.01 shall be amended accordingly. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Facility Lease. Bond Insurance Polio The term"Bond Insurance Policy"means the insurance policy issued by the 2001 Series A Bond Insurer guaranteeing the scheduled payment of principal of and interest on the 2001 Series A Bonds when due. Facility Lease The term "Facility Lease" means that certain lease, entitled "Facility Lease (Various Capital Projects)," by and between the Authority and the County, dated as of February 1, 1999, which lease or a memorandum thereof.was recorded in the office of the County Recorder of the County on March 4, 1999 under Recorder's Serial No. 99-0059812, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof, including the First Amendment to Facility Lease. First Amendment to Facility Lease The term "First Amendment to Facility Lease" means that certain lease and instrument, entitled "First Amendment to Facility Lease," by and between the Authority and the County, dated as of January 1, 2001, which instrument or a memorandum thereof was recorded in the office of the County Recorder of the County on , 2001 under Recorder's Serial No. _ as originally executed and recorded or as it may from time to time be supplemented,modified or amended pursuant to the provisions hereof and thereof. First Amendment to Master Site Lease The term "First Amendment to Master Site Lease" means that certain lease and instrument, entitled"First Amendment to Master Site Lease,"by and between the County and the Authority, dated as of January 1, 2001, which instrument or a memorandum thereof was recorded in the office of the County Recorder of the County on , 2001 under Recorder's Serial Number , as originally executed and recorded or as it may from DOCSSF1:473457.2 3 time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. First Supplemental Trust Agreement The term "First Supplemental Trust Agreement" means this First Supplemental Trust Agreement, dated as of January 1, 2001, by and between the Trustee and the Authority, executed and delivered in accordance with the Trust Agreement and which is supplemental to the Trust Agreement. Site Lege The term "Site Lease" means that certain lease, entitled "Master Site Lease," by and between the County and the Authority, dated as of February 1, 1999, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County on March 4, 1999 under Recorder's Serial Number 99-0059811, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof including the First Amendment to Master Site Lease. Summit Centre Building The term "Summit Centre Building" means the County office building referred to as such in the First Amendment to Master Site Lease. 2001 Costs of Issuance Fund The term "2001 Costs of Issuance Fund"means the fund by that name established pursuant to Section 15.01 of this First Supplemental Trust Agreement. 2001 Facilities The term "2001 Facilities" means additional Facilities consisting of the Summit Centre Building, including all landscaping, improvements, equipment and appurtenant and related facilities. 2001 Series A Bond Insurer The term "2001 Series A Bond Insurer" means , or any successor thereto or assignee thereof. 2001 Series A Bonds The term "2001 Series A Bonds" means the bonds issued by the Authority under and pursuant to the Trust Agreement and this First Supplemental Trust Agreement, the proceeds of which will be applied to the acquisition, construction and equipping of the Project, including the 2001 Series A Project and to the payment of costs related thereto. DOCSSF(:473457.2 4 2001 Series A Continuing Disclosure Agrgo-mot The term "2001 Series A Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement among the County and the Trustee dated the date of issuance of the 2001 Series A Bonds, as originally executed and as it may amended from time to time in accordance with the terms thereof. 2001 Seeks A Proicct The term "2001 Series A Project" means the Subsequent Phase of the Project financed with the proceeds of the 2001 Series A Bonds and includes the capital improvements listed on El bit B hereto, as the same may be changed by notice to the Trustee. 2.001 Series A Project Fund The term "2001 Series A Project Fund" means the fund of that name created pursuant to Section 15.02. 2001 Series A Reserve Facility The term"2001 Series A Reserve Facility"means ARTICLE XIV TIDE BONDS SECTION 14.01. Authorization of 2001 Series A Bonds. (a) A second Series of Bonds is hereby created and designated"County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A." The aggregate principal amount of 2001 Series A Bonds which may be issued and Outstanding under this First Supplemental Trust Agreement shall not exceed $ The 2001 Series A Bonds shall be payable from the Revenues and secured by a pledge of and charge and lien upon the Revenues equal to the pledge, charge and lien securing the Outstanding Bonds. The 2001 Series A Bonds are issued in accordance with Article 111. (b) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the 2001 Series A Bonds and has found, as a result of such review, and hereby rinds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the 2001 Series A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act,to issue the 2001 Series A Bonds in the form and manner provided herein for the purpose of providing funds to finance and refinance the Project, including the 2001 Series A Project, and that the 2001 Series A Bonds shall be entitled to the benefit, protection and security of the provisions hereof. DMSSFi:473457.2 5 (c) The validity of the issuance of the 2001 Series A Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority for the finance and refinancing of the Project or by any contracts made by the Authority or its agents in connection therewith, and shall not be dependent upon the performance by any person, firm or corporation of his or its obligation with respect thereto. The 2001 Series A Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive 2001 Series A Bonds (or any temporary 2001 Series A Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 14.02. Terms of the 2001 Series A Bonds. (a) The 2001 Series A Bonds shall be issued in the aggregate principal amount of $ . The 2001 Series A Bonds shall be dated as of January 1, 2001, shall be issued only in fully registered form in Authorized Denominations (not exceeding the principal amount of 2001 Series A Bonds maturing at any one time), and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Article VI hereof: County of Contra Costa Public Financing Authority Lease Revenue Bonds(Various Capital Projects), 2001 Series A Maturity Date "r, 1), Pdmimll Amount 11=9 R&t 2002 $ % 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2021* *Term Bond The 2001 Series A Bonds shall bear interest at the rates set forth above, payable commencing June 1, 2001, and semiannually thereafter on June 1 and December 1 in each year. The 2001 Series A Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date, in which event they shall bear interest from such date, or unless such date of authentication is prior to the Record Date for the first Interest Payment Date, in which event they shall bear interest Docssrf:473457.2 6 from their dated date. The amount of interest so payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Payment of interest on the 2001 Series A Bonds due on or before the maturity or prior redemption thereof shall be paid by check mailed by first class mail on each Interest Payment Bate to the person in whose name the Bond is registered as of the applicable Record Date for such Interest Payment Date at the address shown on the registration books maintained by the Trustee pursuant to Section 2.07; provided, however, that interest on any Series of Bonds shall be paid by wire transfer or other means to provide immediately available funds to any Owner of at least $1,000,000 in aggregate principal amount of such Series of Bonds, at its option, according to wire instructions given to the Trustee in writing for such purpose and on file as of the applicable Record Date preceding the Interest Payment bate. (c) Interest on any Bond shall cease to accrue (i) on the maturity date thereof, provided that there has been irrevocably deposited with the Trustee an amount sufficient to pay the principal amount thereof,plus interest accrued thereon to such date; or(ii) on the redemption date thereof,provided there has been irrevocably deposited with the Trustee an amount sufficient to pay the Redemption Price thereof, plus interest accrued thereon to such date. The Owner of such Bond shall not be entitled to any other payment, and such Bond shall no longer be Outstanding and entitled to the benefits of this First Supplemental Trust Agreement, except for the payment of the principal amount or Redemption Price, of such Bond, as appropriate, from moneys held by the Trustee for such payment. (d) The principal of the Bonds shall be payable by check in lawful money of the United States of America at the Principal Office of the Trustee. No payment of principal shall be made on any Bond unless and until such Bond is surrendered to the Trustee for cancellation. (e) The Trustee shall identify all payments (whether made by check or by wire transfer)of interest,principal, and premium by CUSIP number of the related Bonds. SECTION 14.03. Form of 2.001 SgLnes rA Bonds. The 2001 Series A Bonds and the authentication and registration endorsement and assignment.to appear thereon shall be substantially in the forms set forth in Exhibit A hereto attached and by this reference herein incorporated. SECTION 14.04. Executi n o 2001 Series A Bonds. The Chair or the Executive Director of the Authority is hereby authorized and directed to execute each of the 2001 Series A Bonds on behalf of the Authority and the Secretary or Assistant Secretary of the Authority is hereby authorized and directed to countersign each of the 2001 Series A Bonds on behalf of the Authority. The signatures of such officers may be by printed, lithographed or engraved by facsimile reproduction. In case any officer whose signature appears on the 2001 Series A Bonds shall cease to be such officer before the delivery of the 2001 Series A Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the 2001 Series A Bonds. Only those 2001 Series A Bonds bearing thereon a certificate of authentication in the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to DOCSSFt:4734$7.2 7 any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the 2001 Series A Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit, protection and security hereof. SECTION 14.05. Imsfer, Exchange and Payment of 2001 SLnn`es A Bonds. Any 2001 Series A Bond may, in accordance with its terms,be transferred,paid or exchanged as provided in Section 2.05'through Section 2.08,inclusive. SECTION 14.06. Special Covenants as to Book-Entry l_y System for 2001 Series A Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section 14.06, all of the 2001 Series A Bonds initially issued shall be registered in the name of Cede +& Co., as nominee for DTC, or such other nominee as DTC shall request pursuant to the Representation Fetter. Payment,of the interest on any 2001 Series A Bond registered in the name of Cede&Co. shall be made on each Interest Payment Date for such 2001 Series A Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The 2001 Series A Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such 2001 Series A Bonds, representing the aggregate principal amount of the 2001 Series A Bonds of such maturity. Upon initial issuance, the ownership of all such 2001 Series A Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. The Trustee, the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the 2001 Series A Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such 2001 Series A Bonds, selecting the 2001 Series A Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder, registering the transfer of 2001 Series A Bonds, obtaining any consent or other action to be taken by Bondholders of the 2001 Series A Bonds and for all other purposes whatsoever; and neither the Trustee nor the Authority or any paying agent shall be affected by any notice to the contrary. Neither the Trustee nor the Authority or any paying agent shall have any responsibility or obligation to any "Participant" (which shall mean, for purposes of this Section 14.06, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the 2001 Series A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being a Bondholder, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the 2001 Series A Bonds, (iii) any notice which is permitted or required to be given to Bondholders of 2001 Series A Bonds hereunder, (iv)the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the 2001 Series A Bonds,or(v) any consent given or other action taken by DTC as Bondholder of 2001 Series A Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the 2001 Series A Bonds only at the times, to the DOCSSF1.473457.2 8 accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to the payment of the principal of and premium, if any, and interest on the 2001 Series A Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the 2001 Series A Bonds will be transferable to such new nominee in accordance with subsection(e) of this Section 14.06. (c) In the event that the Authority determines that the 2001 Series A Bonds should not be maintained in book-entry form, the Trustee shall, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of bond certificates. In such event,the 2001 Series A Bonds will be transferable in accordance with subsection (e) of this Section 14.06. DTC may determine to discontinue providing its services with respect to the 2001 Series A Bonds or a portion thereof, at any time by giving written notice of such discontinuance to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the 2001 Series A Bonds will be transferable in accordance with subsection(e) of this Section 14.06. If at any time DTC shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor securities depository is not appointed by the Authority within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, then this Section 14.06 shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the 2001 Series A Bonds as provided below. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the 2001 Series A Bonds then Outstanding. In such event, the 2001 Series A Bonds will be transferable to such securities depository in accordance with subsection(e)of this Section 14.06, and thereafter, all references in this First Supplemental Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this First Supplemental Trust Agreement to the contrary, so long as all 2001 Series A Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on each such 2001 Series A Bond and all notices with respect to each such 2001 Series A Bond shall be made and given, respectively, to DTC as provided in or pursuant to the Representation Letter. (e) In the event that any transfer or exchange of 2001 Series A Bonds is authorized under subsection (b) or (c) of this Section 14.06, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 2001 Series A Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.05 and 2.06. In the event 2001 Series A Bond certificates are issued to Bondholders other than Cede & Co., its successor as nominee for DTC as holder of all the 2001 Series A Bonds, another securities depository as holder of all the 2001 Series A Bonds, or the nominee of such successor securities COCSSF1:473457.2 9 depository, the provisions of Sections 2.05 and 2.06 shall also apply to, among other things, the registration, exchange and transfer of the 2001 Series A Bonds and the method of payment of principal of,premium, if any, and interest on the 2041 Series A Bonds. SECTION 14.07. Corr pliant with 2001 Saics A Co t�n_uing Disclosure Agree�,menent. Pursuant to Section 8.08 of the Facility Lease, the County has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Owners of the Bonds or any other person with respect to S.E.C. Rule 15c2-12. The County has agreed that so long as it shall act as the Dissemination Agent under the 2041 Series A Continuing Disclosure Agreement, it will perform all of the previsions thereof to be performed by the Dissemination Agent. Notwithstanding any other provision of this Trust Agreement, failure of the County to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default;however, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under Section 8.08 of the Facility Lease or under this Section 14.07. For purposes of this Section, "Beneficial Owner" means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries)." ARTICLE XV ISSUANCE OF BONDS SECTION 15.01. Procedure for the Issuance gf 2001 Series A DQn At any time after the sale of the 2041 Series A Bonds in accordance with the Act, the Authority shall execute the 2001 Series A Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 2001 Series A Bonds shall be authenticated and delivered by the Trustee to the purchaser thereof upon the Written Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon receipt of payment for the 2001 Series A Bonds from the purchaser thereof [(other than the portion of such purchase price to be paid directly to the 2001 Series A Bond Insurer as the premium for the Bond Insurance Policy ($__-- ) and 2001 Series A Reserve Facility ($ _ )),] the Trustee shall, unless otherwise instructed by the Authority, transfer or deposit the proceeds received from such sale to the following respective parties or to the following respective accounts or funds, in the following order of priority: (i) deposit in the Interest Account created pursuant to Section 5.03 the amount of$ 'which is equal to interest accrued on the 2001 Series A Bonds from their dated date to the date of issuance thereof; (ii) deposit the amount of$ in the Reserve Fund; (iii) deposit the amount of $ to the Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby covenants and agrees to maintain. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 2401 Series A Bonds Docssrr:4734572 10 upon receipt of a Written Request of the Authority, filed with the Trustee, each of which shall be sequentially numbered and shall state the person(s) to whom payment is to be made, the amount(s) to be paid, the purpose(s) for which the obligation(s) was incurred and that such payment is a proper charge against said fund. On July 1, 2001, or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund shall be transferred to the Project Fund and the Costs of Issuance Fund shall be closed; and (iv) deposit the amount of $ in the 2001 Series A Project Fund. SECTION 15.02. 2001 Serie AQP oject Fund, The Trustee hereby agrees to establish and maintain so long as any Bonds are Outstanding the 2001 Series A Project Fund(the "2001 Series A Project Fund") (the initial payment into which is provided for in Section 15.01). The moneys in the 2001 Series A Project Fund shall be disbursed by the Trustee upon the Written Request of the County, for the payment of costs relating to the financing of the:project. SECTION 15.03. Creation of Sinking Accounts for the 2001 Series A Term Bonds. The Trustee shall establish and maintain within the Principal Account separate Sinking Accounts for the 2001 Series A Term Bonds maturing on June 1, _ and June 1, . Subject to the terms and conditions set forth in this Section and Section 16.03, the Term Bonds maturing on June 1, and June 1, shall be redeemed (or paid at maturity, as the case may be) by application of mandatory sinking account payments in the amounts and upon the dates as follows: 2001 Series A Term Bond Sinking Account for Mgtulily Mandatory Sinking Account Mandatory Sinking Pument Date(lune1) Account Puments [to come] $ 2001 Series A TerBond Sinking Account for 11aturzty Mandatory Sinking Account Mandatory Sinking Payment Date-(Joe 1) Account Payments [to come] $ SECTION 15.04. Tax Coven The provisions of Section 6.03 are applicable to the 2001 Series A Bonds, the interest on which is intended by the Authority to be excluded from gross income of the Owner thereof for federal income tax purposes. tx3cssrr:473457.2 11 ARTICLE.XVI REDEMPTION OF BONDS SECTION 16.01. Ex=grLtinary redemption. The 2001 Series A Bonds are subject to redemption by the Authority on any date prior to their respective stated maturities, upon notice as hereinafter provided, as a whole or in part by lot within each stated maturity in integral multiples of Authorized Denominations, from prepayments made by the County pursuant to Section 7.02 of the Facility Lease, at a redemption price equal to the sum of the principal amount thereof, without premium, plus accrued interest thereon to the Redemption Date. Whenever less than all of the Outstanding Bonds are to be redeemed on any one date, the Trustee shall select, in accordance with written directions from the Authority, the Bonds to be redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on Bonds Outstanding prior to such Redemption Date. SECTION 16.02. Qptional Redemption. The 2001 Series A Bonds maturing on or prior to June 1, 2009, are not subject to optional redemption. The 2001 Series A Bonds maturing on or after June 1, 2010, are subject to redemption prior to their respective stated maturities at the written direction of the Authority, from any moneys deposited by the Authority or the County, as a whole or in part on any date (in such maturities as are designated in writing by the Authority to the Trustee) on or after June 1, 2009, at the following redemption prices (expressed as percentages of the principal amount of 2001 Series A Bonds called for redemption),together with accrued interest to the date fixed for redemption: Redemption Period datesimlusivel RedemDt'on Price June 1, 2009 through May 31,2010 101% June 1,2010 thereafter 100 SECTION 16.03. Mandatory Sinking Fund Redernntio . The 2001 Series A Bonds maturing on June 1, and June 1, ,upon notice as hereinafter provided, shall also be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, and June 1, , respectively, by lot, from and in the amount of the mandatory sinking account payments set forth in Section 15.03 at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date,without premium. SECTION 16.04. Selection of Bonds for Re er ption. The Authority shall designate which maturities of Bonds are to be redeemed. If less than all Outstanding Bonds of the same Series maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date to be redeemed by lot and shall promptly notify the Authority in writing of the numbers of the Bands so selected for redemption. For purposes of such selection, Bonds shall be deemed to be composed of multiples of minimum DOCSSF1.473457.2 12 Authorized Denominations and any such multiple may be separately redeemed. In the event Term Bonds are designated for redemption, the Authority may designate which sinking account payments are allocated to such redemption. SECTION 16.05. Notice of Redem on, Cancellation Effect of Red=P—ttion. Notice of redemption shall be mailed by first-class mail by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective Bondholders of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, the Series, the redemption date, the Redemption Price, the place or places of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate numbers of the Bonds of such maturity,to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Bonds the redemption price thereof,together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. The Authority may, at its option, prior to the date fixed for redemption in any notice of redemption rescind and cancel such notice of redemption by "written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Bonds shall cease to accrue, and the Bondholders of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. All 20011 Series A Bonds redeemed pursuant to the provisions of this Article shall be cancelled by the Trustee and shall be destroyed with a certificate of destruction furnished to the Authority upon its request and shall not be reissued. ARTICLE XVII MUNICIPAL BONE) INSURANCE [to be revised as appropriate.] SECTION 17.01. Concemina the 20101 Series A Bond Insurer. Notwithstanding any other provision hereof, so long as the Bond Insurance Policy shall be in full force and effect, the Authority and the Trustee hereby agree to comply with the following provisions: Docssri:473457.2 13 (a) The 2001 Series A Bond Insurer shall be deemed to be the sole Owner of the Insured 2001 Series A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the Insured 2001 Series A Bonds are entitled to take pursuant to Article VII and Article VIII hereof. The 2001 Series A Bond Insurer shall have the exclusive right to initiate or direct proceedings upon an Event of Default and shall be entitled to request the Trustee to intervene in judicial proceedings that affect the Insured 2001 Series A Bonds or the security therefor;provided that the Trustee shall have the right in its sole discretion to commence an action to enforce the payment of its fees and expenses hereunder. Bondholder's direction or institution of remedies upon an Event of Default shall be subject to the prior written consent of the 2001 Series A Bond Insurer. (b) Copies of any modification or amendment to the First Supplemental Trust Agreement or the Facility Lease, shall be sent by the Authority to the Bond Insurer, S&P and Moody's prior to the effective date thereof or as soon as practical thereafter. (c) The 2001 Series A Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured 2001 Series A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy. (d) The 2001 Series A Bond Insurer shall have the right to advance any payment required to be made by the County or the Authority in order to prevent an Event of Default under the First Supplemental Trust Agreement and the Trustee shall be required to accept such advance. The Authority shall be required to reimburse the 2001 Series A Bond Insurer for any such advance. (e) The rights granted under the First Supplemental Trust Agreement and the Facility Lease to the 2001 Series A Bond Insurer to request, consent to or direct any action are rights granted to the 2001 Series A Bond Insurer in consideration of its issuance of the Bond Insurance Policy. Any exercise by the 2001 Series A Bond Insurer of such rights is merely an exercise of the 2001 Series A Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the 2001 Series A Bondowners, nor does such action evidence any position of the 2001 Series A Bond Insurer, positive or negative, as to whether 2001 Series A Bondowners' consent is required in addition to consent of the 2001 Series A Bond Insurer. (f) Amounts paid by the 2001 Series A Bond Insurer under the Bond Insurance Policy shall not be deemed paid for purposes of the First Supplemental Trust Agreement and the Insured 2001 Series A Bonds relating to such amounts shall remain Outstanding and continue to be due and owing until paid in accordance with the First Supplemental Trust Agreement. The First Supplemental Trust Agreement shall not be discharged unless all amounts due or to become due to the 2001 Series A Bond Insurer have been paid in full. (g) The 2001 Series A Bond Insurer shall be provided by the Authority or the Trustee (with respect to items (i) through (iv) and item (vii) only) with the following information: DOCSSF1:473457.2 14 (i) Notice of any draw upon, or deficiency due to market fluctuation in the amount on deposit in, the Reserve Fund within two Business Days after knowledge thereof other than (i)withdrawals of amounts in excess of the Reserve Fund Requirement and (ii)withdrawals in connection with a refunding of Insured 2001 Series A Bonds; (ii) Notice of any failure of the Authority to make any required deposit into the Revenue Fund within two Business Days of knowledge thereof; notice of any other Event of Default known to the Trustee within five Business Days after knowledge thereof, (iii) Prior notice of the advance refunding or redemption of any of the Insured 2001 Series A Bonds, including the principal amount, maturities and CUSIP numbers thereof; (iv) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; (v) A full original transcript of all proceedings relating to the execution of any amendment or supplement to the First Supplemental Trust Agreement; (vi) All reports, notices and correspondence to be delivered under the terms of the First Supplemental Trust Agreement and, on an annual basis, copies of the audited financial statements and annual budget of the Authority; and (vii) If the Trustee has notice that any Bondholder has been required to disgorge payments of principal or interest on the Insured 2001 Series A Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the 2001 Series A Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (viii) Such additional information as the 2001 Series A Bond Insurer from time to time may reasonably request. (h) The 2001 Series A Bond Insurer shall have the right to give notice of an Event of Default. SECTION 17.02. Payments - Under -the Bond Insurance Policy. Notwithstanding any other provision hereof, so long as the Bond Insurance Policy shall be in fall force and effect, the Authority and the Trustee hereby agree to comply with the following provisions: (a) If, on the second Business Day, and again on the Business Day, prior to the interest payment date or principal payment date or the date to which Bond maturity has been accelerated ("Payment Date") there is not on deposit with the Trustee, after making all transfers and deposits required under the First Supplemental Trust Agreement, moneys sufficient to pay the principal of and interest on the Insured 2001 Series A Bonds due on such Payment Date, the DOCSSFI:473457.2 Trustee shall give notice to the 2001 Series A Bond Insurer and to the Insurance Paying Agent (hereinafter defined) by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of such deficiency on such Business Day. If such deficiency is made up in whole or in part prior to or on the Payment Date,the Trustee shall so notify the Bond Insurer and the Insurance Paying Agent. If, on the Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Insured 2001 Series A Bonds due on such Payment Date, the Trustee shall make a claim under the Bond Insurance Policy and give notice to the 2001 Series A Bond Insurer and the Insurance Paying Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency. (b) The Trustee is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Bondholders as follows: (i) If and to the extent there is a deficiency in amounts required to pay interest on the Insured 2001 Series A Bonds, the Trustee shall (a)execute and deliver to State Street Bank and Trust Company, N.A., or its successors under the Bond Insurance Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Bond Insurer as agent for such Bondholders in any legal proceeding related to the payment of such interest and an assignee to the Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the Bond Insurer, (b)receive as designee of the respective Bondholders (and not as Trustee) in accordance with the tenor of the Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and(c)disburse the same to such respective Bondholders,and (ii) If and to the extent of a deficiency in amounts required to pay principal of the Insured 2001 Series A Bonds, the Trustee shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Bond Insurer as agent for such Bondholders in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the Insured 2001 Series A Bonds surrendered to the Insurance Paying Agent or so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Trustee and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Bondholders (and not as Trustee)in accordance with the tenor of the Bond Insurance Policy payment therefor from the Insurance Paying Agent,and(c)disburse the same to such Bondholders. (c) The Trustee shall keep a complete and accurate record of all funds deposited by the 2001 Series A Bond Insurer and Insurance Paying Agent and the allocation of such funds to payment of interest and principal in respect of any Insured 2001 Series A Bonds. The 2001 Series A Bond Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Trustee. SECTION 17.03. Rights of the 2001 Series A Bond Insurer to direct or consent to actions under the First Supplemental Trust Agreement or the Facility Lease shall be suspended during any period in which the 2001 Series A Bond Insurer is in default in its payment obligations under the Bond Insurance Policy (except to the extent of amounts 17MSFt:473457.2 16 previously paid by the 2001 Series A Bond Insurer and due and owing to the 2001 Series A Bond Insurer) and shall be of no force or effect in the event the Bond Insurance Policy is no longer in effect or the 2001 Series A Bond Insurer asserts that the Bond Insurance Policy is not in effect. ARTICLE XVIII MISCELLANEOUS PROVISIONS SECTION 18.01. 2Q01 Series A Bond Insurer. The 2001 Series A Bond Insurer shall have the benefit of all provisions relating to the 1999 Series Bond Insurer included in the Facility Lease, the Site Lease and the Trust Agreement and any references to the "Bond Insurer"shall include the 2001 Series A Bond Insurer and the 2001 Series A Bond Insurer is hereby included as a third party beneficiary to the Trust Agreement. SECTION 18.02. Validity of 5jW2j=gpj. The County,the Authority and the Trustee hereby determine that the amendments set forth herein do not adversely affect the interest of the Owners, shall become binding without the written consents of any Owners, and are in compliance with the provisions of Section 9.01 of the Trust Agreement. The Trustee is making such determination in reliance upon an Opinion of Counsel and the determination of the County and the Authority and the consent of the Bond Insurer. SECTION 18.03. _Terms of 2001---Sengs A BgLi. Subject to the Trust Agreement. Except as in this First Supplemental Trust Agreement expressly provided, every term and condition contained in the Trust Agreement shall apply to this First Supplemental Trust Agreement and to the 2001 Series A Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this First Supplemental Trust Agreement. This First Supplemental Trust Agreement and all the terms and provisions herein contained shall form part of the Trust Agreement as fully and with the same effect as if all such terms and provisions had been set forth in the Trust Agreement. The Trust Agreement is hereby ratified and confirmed and shall continue in fall force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. SECTION 18.04. Assignment -Agknowlg&,eA. Pursuant to. the Trust Agreement, the Base Rental Payments have been assigned to the Trustee and such assignment extends to and includes the Base Rental Payments increased pursuant to the First Amendment to Facility Lease. The assignment of the Base Rental Payments increased pursuant to the First Amendment to Facility Lease to the Trustee is hereby approved, consented to, acknowledged and confirmed. SECTION 18.05. Eff ective Date d First SUD.ImentA Tmst A==— This First Supplemental Trust Agreement shall take effect upon its execution and delivery. SECTION 18.06. Exw�i.= in CoR=a-rts. This First Supplemental Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. DOCSSFI-473457.2 17 IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental Trust Agreement by their officers thereunto duly authorized as of the day and year first written above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Chair STATE STREET BAND AND TRUST CONTANY OF CALIFORNIA,N.A., as Trustee By: Authorized Officer The undersigned, as Bond Insurer on the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, hereby consents to the execution and delivery of this First Supplemental Trust Agreement and to the issuance of the 2001 Series A Bonds for the purposes set forth therein. MBIA INSURANCE CORPORATION By: Authorized Officer Acknowledged and Approved: COUNTY OF CONTRA COSTA By: Title: DOCSSF1:473457.2 EXHIBIT A [FORM OF 2001 SERIES A BOND] No. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A NEITHER THE FULL FAITH. AND CREDIT OF THE AUTHORITY NOR. THE COUNTY OF CONTRA. COSTA IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE BONDS AND NO TAX. OR OTHER SOURCE OF FUNDS OTHER THAN THE REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY OF CONTRA COSTA OR THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, THE PARTIES TO THE AGREEMENT CREATING THE AUTHORITY. Interest Maturity Dated Rate ate �, ak- QUIP % January 1,2001 REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS The COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of California(the "Authority"), for value received, hereby promises to pay(but only out of the Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest on such principal sum from the interest payment date next preceding the date of authentication of this Bond(unless this Bond is registered as of an interest payment date or during the period from the DMSSFt:473457.2 A-1 fifteenth calendar day of the month preceding an interest payment date to such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated prior to May 15, 2001, in which event it shall bear interest from the Dated Date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on June 1, 2001, and semiannually thereafter on each June 1 and December 1. Interest due on or before the maturity or prior redemption of this Bond shall be payable only by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of$1,000,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter) prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds. The principal hereof is payable in lawful money of the United Mates of America upon presentation of this Bond at the principal office of the Trustee. This Bond is one of a duly authorized issue of bonds of the Authority designated as its "County of Contra Costa Public Financing Authority Lease Revenue Bonds" (the"Bonds") unlimited as to principal amount and is one of a duly authorized series of such Bonds known as "(Various Capital Projects), 2001 Series A" (the "2001 Series A Bonds") issued in an aggregate principal amount of$ , all of like tenor and date(except for such variations, if any, as may be required to designate varying numbers,maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act(being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the "Act") and under and pursuant to the provisions of a Trust Agreement, dated as of February 1, 1999 and a First Supplemental Trust Agreement, dated as of January 1, 2001 (collectively, as amended from time .to time, the "Trust Agreement"), between the Authority and State Street Bank and Trust Company of California,N.A., as trustee(together with any successor as trustee under the Trust Agreement, the "Trustee") (copies of the Trust Agreement are on file at the principal office of the Trustee in_ ). The Bonds are issued to provide funds to finance and refinance the acquisition, construction, improvement, equipping, remodeling and refinancing of certain public buildings and related facilities, located in the County of Contra Costa (as more fully defined in the Trust Agreement, the "Project"). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (as more fully defined in the Trust Agreement, the "Revenues") derived from Base Rental Payments and other payments made by the County of Contra Costa (the "County"), and all interest or other investment income thereon,pursuant to the Facility Lease (Various Capital Projects), dated as of February 1, 1999 (as amended from time to time, including the First Amendment to Facility Lease, dated as of January 1, 2001, the "Facility Lease"),by and between the Authority and the County, and the Authority is not obligated to pay the interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge and assignment of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest or premium, if any, on and principal of the Bonds as provided in the Trust Agreement. The full faith and credit of the Authority, the Contra Costa County Redevelopment Agency (the "Agency") and the County are not pledged for the payment of the interest or premium, if any, on or principal of the Bonds. No tax shall ever be levied to pay the DOC SSFI.473457.2 A-2 interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority or any of its income or receipts except the Revenues, and neither the payment of the interest on nor principal (or premium, if any) of the Bonds is a debt, liability or general obligation of the Authority,the County or any member of the Authority for which such entity is obligated to levy or pledge any form of taxation. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the conditions and upon compliance with the procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security for payment of the Bonds, remedies upon default and limitations thereon, and amendment of the Trust Agreement (with or without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond,to all the provisions of which the registered owner of this Bond,by acceptance hereof, agrees and consents. The Bonds are subject to redemption by the Authority on any date prior to their respective stated maturities, upon notice as hereinafter provided, as a whole or in part by lot within each stated maturity in integral multiples of Authorized Denominations so that the aggregate annual principal amount of and interest on the Bonds which shall be payable after such redemption date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on the Bonds Outstanding prior to such redemption date, from prepayments of Base Rental Payments made by the County from the proceeds received by the County due to a taking of the Facilities or portions thereof under the power of eminent domain and from the net proceeds of title insurance or insurance received for material damage or destruction to the Facilities or portions thereof received by the Authority from the County, all as provided in and under the circumstances and terms prescribed in the Facility Lease and the Trust Agreement, at the principal amount thereof plus interest accrued thereon to the date fixed for redemption,without premium. The 2001 Series A Bonds maturing on June 1, and June 1, upon notice as provided in the Trust Agreement, shall also be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year on and after June 1, and June 1, respectively,by lot, from and in the amount of the mandatory sinking account payments set forth in the First Supplemental Trust Agreement at a redemption price equal to the sum of the principal amount thereof plus accrued interest thereon to the redemption date,without premium. The 2001 Series A Bonds maturing on or prior to June 1, 2009, are not subject to optional redemption. The 2001 Series A Bonds maturing on or after June 1, 2010, are subject to redemption prior to their respective stated maturities at the written direction of the Authority, from any moneys deposited by the Authority or the County, as a whole or in part on any date (in such maturities as are designated in writing by the Authority to the Trustee) on or after June 1, 2009, at the following redemption prices (expressed as percentages of the principal amount of 2001 Series A Bonds called for redemption), together with accrued interest to the date fixed for redemption: EX)CSSFI:473457.2 A-3 Redemption Period (dates in-clusin) Esd;=tion Price June 1, 2009 through May 31,2010 101% June 1, 2010 thereafter 100 Notice of redemption of this Bond shall be given by first-class mail not less than thirty(30) days nor more than sixty(60) days before the redemption date to the registered owner of any Bond selected for redemption, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the above-described redemption price is held by the Trustee, then this Bond shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price; and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof If an Event of Default (as defined in the Trust Agreement) shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Trust Agreement. The Trust Agreement provides that in certain events such declaration and its consequences may be rescinded by the holders of not less than a majority in aggregate principal amount of the Bonds then outstanding or by the Trustee. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or by the duly authorized attorney of such owner upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount in authorized denominations will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner,which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been executed and dated by the Trustee. DOCSSFI:473457.2 A-4 It is hereby certified and recited that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Act, and by the Constitution and laws of the State of California, that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement. IN WITNESS WHEREOF, the County of Contra Costa Public Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Chair of the Authority and countersigned by the manual or facsimile signature of the Secretary of said Authority, and has caused this Bond to be dated as of the Dated Date specified above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY B Chair Countersigned: Secretary DOCSSFI:473457.2 A-5 [FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR ON 2001 SERIES A BONDS] This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on ' 1999. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,N.A., as Trustee By Authorized Signatory DC3CSSFt:473457.2 A-6 [TO BE INCLUDED IF APPROPRIATE] [STATEMENT OF INSURANCE] DOCSSxt:473457.2 A-7 [FORM OF ASSIGNMENT TO APPEAR.ON 2001 SERIES A BONDS] For value received the undersigned hereby sells, assigns and transfers unto {Taxpayer Identification Number: ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. NOTE: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Dated: PLEASE INSERT SOCIAL SECURITY NUMBER., TAXPAYER IDENTIFICATION NUMBER OR OTHER.IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: NOTE: Signature must be guaranteed by an eligible guarantor institution. DOCSSP1:473457.2 A-8 b EXHIBIT B Description of 2001 Series A Project County Project 1. Completion of Family Lava Center; 2. Construction of new Employment and Human Services Building located at 454 ,Delta Fair Boulevard,Antioch, California; 3. Construction of tenant improvements at Los Medanos Health Center in Pittsburg, California; and 4. Construction of an animal shelter in Martinez, California. DOCSSF1.473457.2 B-1 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES A OFFICIAL NOTICE OF SALE NOTICE IS HEREBY GIVEN that sealed proposals and electronically submitted proposals, will be received by the County of Contra Costa Public Financing Authority (herein called the "Authority") at the offices of Orrick Herrington & Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111, on ,January�, 2001 at the hour of 10:00 a.m., California time, for the purchase of $ principal amount of lease revenue bonds designated "County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A" (herein called the "Bonds"), to be issued pursuant to a Trust Agreement, dated as of February 1, 1999, as amended by a First Supplemental Trust Agreement, dated as of January 1, 2001 (herein called the "Trust Agreement"), by and between State Street Bank and Trust Company of California, N.A., as trustee (herein called the "Trustee") and the Authority. The Authority reserves the right to postpone to a later date said public sale by announcing such postponement through Thomson Municipal News (Munifacts) and Bloomberg Business News not less than 24 hours prior to the time bids are to be received. If no legal bid or bids are received for the Bonds on said date (or such later date as is established as provided herein)at the time specified,bids will be received for the Bonds on such other date and at such other time as shall be designated through Thomson Municipal News (Munifacts) and Bloomberg Business News. As an accommodation to bidders, telephonic or telecopied notice of the postponement of the sale date or dates will be given to any bidder requesting such notice to the Authority's Financial Advisor, C.M. de Crinis & Co., Inc., Attention: Jean Buckley, (415) 339-8944. Failure of any bidder to receive such telephonic or telecopied notice shall not affect the legality of the sale. Bidders are referred to the Preliminary Official Statement for additional information regarding the Authority,the County of Contra Costa, California (the "County"), the Bonds and the security therefor, and other matters. See "OFFICIAL STATEMENT"below. TERMS RELATING TO THE BONDS SERIES: $ principal amount of Bonds,which are being issued as fully registered Bonds in denominations of$5,000 or multiples thereof, provided that no Bond shall represent principal maturing in more than one year, all dated January 1, 2001 and comprising all of the Bonds of said authorized issue. The Bonds are the second series issued under the Trust Agreement and additional series of bonds may be issued on a parity with the Bonds on the terms and subject to the conditions set forth in the Trust Agreement. Docssrt.474770.2 INTEREST RATE: Interest is payable on June 1, 2001 and semiannually thereafter on June 1 and December 1 of each year. Bidders must specify the rate or rates of interest that the Bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (i)the maximum interest rate shall not exceed 12% and the maximum differential between the highest and lowest rates specified in any bid shall not exceed four percent (4%) per annum; (ii) each interest rate specified in any bid must be in a multiple of one-eighth or one-twentieth of one percent per annum and a zero rate of interest cannot be specified; (iii)no Bond shall bear more than one rate of interest; (iv)each Bond shall bear interest from its dated date to its stated payment date at the interest rate specified in the bid; (v) all Bonds payable at any one time shall bear the same rate of interest; (vi) any premium bid must be paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price; (vii) any underwriting discount shall be stated as a specific sum not exceeding 1.0% of the par amount of the Bonds; (viii)no original issue discount is permitted in any maturity; and (ix)the interest rate for the Bonds payable in each year must either be the same as or higher than the interest rate on the Bonds payable in the preceding years. BOOK-ENTRY ONLY: The Bonds shall be issued in registered form by means of a book-entry system with no distribution of Bonds made to the public. One Bond representing each Bond payment date will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of Cede& Co., its nominee. The book-entry system will evidence ownership of the Bonds in the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC. PAYMENT OF DTC FEES: The Authority will submit all requisite documents to DTC for DTC-eligibility purposes. However, the purchaser of the Bonds will be responsible for payment of all fees charged by DTC. MATURITY: The Bonds shall mature on June 1 in each of the years, and in the amounts, as follows: Year Year Jun e 1 Amount (June 1 Amount 2002 $ 2012 $ 2003 2013 2004 2014 2005 2015 2006 2016 2007 2017 2008 2018 2009 2019 2010 2020 2011 2021 ADJUSTMENT OF PRINCIPAL PAYMENTS: The principal amounts set forth in this Official Notice of Sale reflect certain estimates of the Authority with respect to the DOCSsF1:474770.2 2 likely interest rates of the winning bid and the premium or discount contained in the winning bid. The final maturity schedule will be designed so that the financing results in level debt service. Consequently, the Authority reserves the right to increase or decrease the aggregate principal amount of any maturity of the Bonds by an amount not to exceed five percent(5%) following the submission of the bids; provided, however, that the aggregate principal amount of the Bonds shall not exceed $ . Each principal payment is subject to increase or decrease in $5,000 increments. The aggregate price bid by the successful bidder will be adjusted by the Authority proportionately to any increase or decrease in the aggregate principal amount of the Bonds and without consideration for the reoffering price by the bidder to the public of any individual maturity of the Bonds. SERIAL BONDS AND/OR TERM BONDS: Bidders may provide that all the Bonds be executed and delivered as Serial Bonds or may provide that any one or more consecutive annual principal amounts be combined into one or more Term Bonds. REOFFERING PRICE CERTIFICATE: The successful bidder for the Bonds must deliver a certificate setting forth the expected final reoffering price of such Bonds to the public (the "Reoffering Price Certificate") to Orrick, Berrington& Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111, Attention: Mary A. Collins, by the close of business not more than two business days after the award of the Bonds. The Reoffering Price Certificate shall set forth the maximum initial bona fide offering prices and concessions to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) of each maturity of the Bonds at which a substantial amount (at least 10%) of such maturity was sold. The form of the Reoffering Price Certificate appears as Appendix A to the Official Bid Form. For purposes of this paragraph, sales of Bonds to other securities brokers or dealers will not be considered sales to the general public. REDEMPTION: The Authority shall have the right, under the circumstances described in the Preliminary Official Statement,to redeem Bonds,upon the terms and conditions, and at the prices, set forth in the Preliminary Official Statement. PURPOSE: The Bonds are to be issued to (i) finance various capital projects for the County, (ii) fund a reserve fund and(iii)pay costs of issuance. SECURITY: The Bonds are payable from, and are secured by a pledge of, Base Rental payments payable to the Authority by the County pursuant to a Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended by a First Amendment to Facility Lease, dated as of January 1, 2001 (the "Facility Lease"). The County has covenanted under the Facility Lease that as long as the Facilities (as defined therein) are available for the County's use, it will take such action as may be necessary to include the Base Rental Payments in its annual budgets and to make the necessary annual appropriations therefor. The Authority will pledge to the Trustee for the benefit of the owners of the Bonds the Authority's right to receive rental payments, and its right to receive and collect any proceeds of any insurance maintained under the Facility Lease. To further secure the Bonds, a reserve fund will be established and funded from Bond proceeds or with a surety as described in the Preliminary Official Statement. rrocssrr:474770.2 3 [BOND INSURANCE POLICY: The Authority will purchase a financial guaranty policy from MBIA Insurance Corporation to guarantee the scheduled payment of principal of and interest on the Bonds when due. See 'BOND INSURANCE" in the Preliminary Official Statement.] TAX-EXEMPT STATUS: In the opinion of Orrick, Herrington& Sutcliffe LLP, San Francisco, California, interest on the Bonds, assuming compliance with certain covenants contained in the Facility Lease, the Trust Agreement and the Tax Certificate, is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See "TAX MATTERS"in the Preliminary Official Statement. In the event that prior to the issuance of the Bonds (a)the income received by private owners from Bonds of the same type and character shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted that will have a substantial adverse tax effect upon owners of the Bonds as such, the successful bidder may, at its option, prior to the tender of said Bonds, be relieved of its obligation under the contract to purchase the Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, approving the validity of the Bonds will be furnished to the successful bidder without cost. DISCLOSURE COUNSEL OPINION: The successful bidder or bidders will receive a disclosure opinion from Fulbright& Jaworski L.L.P., Los Angeles, California, regarding the Official Statement, TERMS OF SALE BEST BID: The Bonds will be awarded to the bidder offering to purchase the Bonds at the lowest true interest cost to the Authority. The true interest cost for each bid will be determined on the basis of the aggregate present value of each semiannual payment. The present value will be calculated to the dated date of the Bonds and will be based on the bid amount (par value plus any premium or less any discount), excluding the accrued interest from the date of the Bonds to the date of the delivery of the Bonds. In the event two or more bids specify the same lowest true interest cost, then the selection for award of the Bonds will be made among such bidders by C. M. de Crinis & Co., Inc. by lot. The purchaser must pay accrued interest from the date of the Bonds to the date of delivery. All interest will be computed on a 360-day year 30-day month basis from the date of the Bonds. The cost of preparing the Bonds will be borne by the Authority. RIGHT OF REJECTION: The Authority reserves the right, in its discretion, to reject any and all proposals and to waive any irregularity or informality in any proposals. PROMPT AWARD: The Authority will take action awarding the Bonds or rejecting all bids not later than thirty (30) hours after the expiration of the time herein prescribed nocssFi:474770.2 4 for the receipt of proposals unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: Delivery of the Bonds will be made to the successful bidder through DTC and is expected to occur within 30 days from the date of award. Payment for the Bonds must be made in immediately available funds. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the purchaser. RIGHT OF CANCELLATION: The successful bidder shall have the right, at his option, to cancel the contract of purchase if the Authority shall fail to issue the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. FORM OF BID: All bids must be for not less than all of the Bonds hereby offered for sale and accrued interest to date of delivery, plus such premium or less such discount as is specified in the bid. Each bid must be delivered by electronic transmission as described below or enclosed in an envelope addressed to the Authority with the bid clearly marked "Proposal for Purchase of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A" and delivered to a representative of the Authority at the offices of Orrick Herrington & Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California, in time to be received by 10:00 a.m., California time, on January_, 2001. A facsimile transmittal sent to (415) 773-5759, Attention: Mary A. Collins, Esq., prior to the above referenced deadline will be acceptable (subject to the limitations set forth in"WARNINGS REGARDING FAX BIDS" immediately below). Each bid must be in accordance with the terms and conditions,set forth in this Official Notice of Sale, and may be submitted on the attached Bid Form. Each bid must be accompanied by a Deposit (see "GOOD FAITH DEPOSIT" below)All bids shall be deemed to incorporate all of the terms of this Official Notice of Sale. ELECTRONIC BIDS: Solely as an accommodation to bidders, the Authority will receive bids delivered electronically through the following service (the"Bid Service"). ■ Dalcomp, a division of Thomson Financial Municipals Group, Inc. BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System 395 Hudson Street New York,NY 10014 Phone: (212) 806-8304 Fax: (212) 989-9281 Internet address: http:/lwww.trn3.cgm If any provision of this Official Notice of Sale conflicts with information provided by the Bid Service, this Official Notice of Sale shall control. Each bidder submitting an electronic bid agrees by doing so that it is solely responsible for all arrangements with(including any charges by) the Bid Service, that the Authority does not endorse or encourage the use of the Bid Service, and that the Bid Service is not acting as an agent of the Authority. Instructions for DOCSSFt:474774.2 5 submitting electronic bids must be obtained from the Bid Service, and the Authority does not assume any responsibility for ensuring or verifying bidder compliance with the Bid Service's procedures. The Authority shall be entitled to assume that any bid received via the Bid Services has been made by a duly authorized agent of the bidder. THE AUTHORITY AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE AUTHORITY AT THE PLACE OF BID OPENING,AND THE AUTHORITY SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY THE BID SERVICE AS THE OFFICIAL TIME. THE AUTHORITY ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. WARNINGS REGARDING FAX BIDS: BIDS SUBMITTED BY FACSIMILE TRANSMISSION ARE DEEMED LATE AND WILL NOT BE ACCEPTED OR EVALUATED UNLESS, AT PRECISELY THE TIME INDICATED ABOVE FOR SUBMISSION OF BIDS, THE ENTIRE BID FORM HAS BEEN FULLY EJECTED FROM THE RECEIVING FACSIMILE MACHINE AT THE PLACE OF THE BID OPENING, AND THE INTEREST RATES, TOTAL PURCHASE PRICE, AND NAME AND SIGNATURE OF THE BIDDER ARE CLEARLY READABLE BY THAT TIME. NEITHER THE AUTHORITY, THE AUTHORITY'S FINANCIAL ADVISOR NOR BOND COUNSEL WILL ACCEPT RESPONSIBILITY FOR, AND THE BIDDER EXPRESSLY ASSUMES ALL RISK. OF,, ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBMITTED BY SUCH BIDDER BY FACSIMILE TRANSMISSION, INCLUDING BY REASON OF GARBLED TRANSMISSIONS, -MECHANICAL FAILURE, ENGAGED TELEPHONE OR TELECOMMUNICATION LINES AT THE PLACE OF BID OPENING, OR ANY OTHER CAUSE FOR REJECTION ARISING OUT OF ANY BIDDER'S ELECTION TO DELIVER ITS BID BY MEANS OTHER THAN HAND DELIVERY. NO ATTEMPT WILL BE MADE PRIOR TO THE DEADLINE FOR OPENING BIDS TO INFORM ANY BIDDER THAT ITS BID WAS INCOMPLETE,ILLEGIBLE OR NOT RECEIVED. IN THE EVENT ANY BIDDER SUBMITS MORE THAN ONE BID (WHETHER.BY FACSIMILE OR OTHERWISE), THE BID MOST RECENTLY RECEIVED IN ITS ENTIRETY PRIOR TO THE DEADLINE NOTED ABOVE WILL BE CONSIDERED THE OPERATIVE BID FOR SUCH BIDDER AND ALL PREVIOUS BIDS OF SUCH BIDDER WILL BE DISREGARDED. GOOD FAITH DEPOSIT: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a bid bond ("Financial Surety Bond") in the amount of$500,000, payable to the order of the Authority, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Bonds in accordance with the terms of the bid. If a check is used, it must accompany the bid (or be delivered no later than the submission of an electronic or facsimile bid) and be drawn on a bank or trust company having an office in San Francisco or Los Angeles, California. If a Financial Surety Bond is used, it must be from a pre-qualified insurance company whose claims paying ability is rated in the highest rating DOCSSF1:474770.2 6 category by Moody's Investors Service or Standard&Poor's, and is licensed to issue such a bond in the State of California. The form of such Financial Surety Bond is subject to prior approval by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, bond counsel, and such form must be submitted to C.M. de Crinis &Co., Inc.,the Authority's financial advisor, a minimum of 24 hours prior to the time bids are to be received. Such Financial Surety Bond must provide that the surety shall make payment of the full amount of the Deposit by wire transfer to the Authority within 24 hours of the receipt of written notice from either the Authority or the Financial Advisor that the bidder has failed to submit the Deposit as required by this Official Notice of Sale. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then the purchaser ("Purchaser") is required to submit its Deposit to the Authority in the form of a certified or cashier's check or wire transfer not later than 3.30 p.m., California time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Authority to satisfy the Deposit requirement. The Deposit will be applied to the purchase price of the Bonds. If after the award of the Bonds the successful bidder fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the Authority. The certified or cashier's check accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit will accrue to any bidder. STATEMENT OF TRUE INTEREST COST, REOFFERING YIELDS: Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the Authority,which shall be considered as informative only and not binding on either the bidder or the Authority. The accepted bidder shall submit a Reoffering Price Certificate in the form attached as Appendix A to the Official Bid Form, all as described under "REOFFERING PRICE CERTIFICATE"herein. NO LITIGATION: There is no litigation pending concerning the validity of the Bonds, the existence of the Authority or the entitlement of the officers thereof to their respective offices, and the Authority will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds. RESALE IN OTHER STATES: The purchaser will assume responsibility for taking any action necessary to qualify the Bonds for offer and sale in jurisdictions other than California, and for complying with the laws of all jurisdictions on resale of the Bonds, and shall indemnify and hold harmless the Authority, the County and its officers and officials from any loss or damage resulting from any failure to comply with any such law. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of this Official Notice of Sale. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the Authority; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE: Attention of bidders is directed to California Government Code Section 8856, which DOCSSFI:474770.2 7 provides that the lead underwriter or the purchaser of the Bonds will be charged the California Debt and Investment Advisory Commission fee. OFFICIAL STATEMENT: A Preliminary Official Statement has been prepared, copies of which may be obtained upon request made to the Authority or to the Authority's Financial Advisor, C.M. de Crinis& Co., Inc., 3000 Bridgeway, Suite 206, Sausalito, California 94965, (415) 339-8944. The Preliminary Official Statement is also available at www.munistatements.com The Preliminary Official Statement shall be "deemed final" by the Authority prior to or on the sale date for purposes of Securities Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. The Executive Director of the Authority or his designee has reviewed and will further review the Official Statement and will certify that as of the date of the final Official Statement, to the best of such officer's knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Authority will deliver to the purchaser of the Bonds a certificate of the Authority as to the above, dated the date of delivery of the Bonds, and further certifying that the signatory knows of no material adverse change in the condition or affairs of the Authority that would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds, and authorizing the purchaser of the Bonds to distribute copies of the Official Statement in connection with the resale of the Bonds. The Authority will furnish to the successful purchaser, at no expense to the successful purchaser,up to 150 copies of the Official Statement within seven (7) business days of the award date. Additional copies will be made available upon request, submitted to the Financial Advisor no later than twenty-four hours after the time of receipt of bids, at the purchaser's expense, for use in connection with any resale of the Bonds. By making a bid for the Bonds, the successful bidder agrees (i)to disseminate to all members of the underwriting syndicate, if any, copies of .the final Official Statement, including any supplements prepared by the Authority, (ii)to promptly file a copy of the final Official Statement, including any supplements prepared by the Authority, with the Nationally Recognized Municipal Securities Information Repositories, and (iii)to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers. CONTINUING DISCLOSURE: In order to assist bidders in complying with Securities Exchange Commission Rule 15c2-12(b)(5), the County will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information relating to the County and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. See "CONTINUING DISCLOSURE" in the Preliminary Official Statement. RIGHT TO MODIFY OR AMEND: The Authority reserves the right to modify or amend this Official Notice of Sale in any respect; provided, however, that any such modification or amendment shall be made not later than twenty-four (24) hours prior to the time DOCSSF1:474770.2 8 the bids are to be received and shall be communicated to potential bidders through Thomson Municipal News (Munifacts) and Bloomberg Business News. Dated: , 2001. /s/Philip J. Batchelor Executive Director, County of Contra Costa Public Financing Authority DOCSSF1:474770.2 9 BID FORM County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A TO: COUNTY OF CONTRA COSTA DATE: January ,2001 PUBLIC FINANCING AUTHORITY Ladies and Gentlemen: We offer to purchase all, but not less than all, of the $ principal amount of the above described Lease Revenue Bonds,more particularly described in your Official Notice of Sale, dated , 2001, all of the terms and conditions of which are made part hereof as though set forth in full in this proposal, at the par value thereof (together with a premium of $ ),less an underwriter's discount of$ (not to exceed I%)plus accrued interest to the date of delivery, said interest to be payable at the rates more particularly set forth in the Schedule below. Schedule of Bond Payment Dates,Amounts,and Interest Rates (Check One) Maturity Mandatory* Date Principal Serial' Sinking Fund Interest Component �Y Prepavxraent i g 2003 $ 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Place a check in the appropriate column indicating whether the principal component is a serial maturity or mandatory sinking fund prepayment. DOCSSF1:474770.2 NOTE: The interest rate bid represented by the Bonds payable in each year must either be the same as or higher than the interest rate bid represented by the Bonds payable in the preceding year. No original issue discount is permitted. Our calculation of the true interest cost, which is considered to be informative only and not a part of the proposal,is as follows: The total amount of interest payable on the Bonds during the life of the issue under the attached bid is$ The amount of premium is$ The amount of underwriter's discount(not to exceed 1%)is$ The true interest cost(determined as described in the section of the Official Notice of Sale entitled"Best Bid")is °lo. Check One: There is enclosed herewith a(certified)(cashier's)check for$ payable to the order of the County of Contra Costa Public Financing Authority. We have provided the Authority with a pre-approved Financial Surety Bond as provided in the Official Notice of Sale. We agree that if we are the successful bidder for the Bonds we will provide the Authority with a Final Reoffering Price Certificate in the form attached as Exhibit A hereto. We hereby represent that as of the date of award and as of the date of delivery of the Bonds, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository. Following is a list of the members of our Respectfully submitted, account on whose behalf this bid is made. List of Members of Account: Firm: Account Manager By: Printed Name: Title: Address: Telephone No.: Fax No. DOCssF1:474770.2 2 APPENDIX A TO BID FORM REOFFERING PRICE CERTIFICATE* This certificate is being delivered by on behalf of the purchasers (the "Purchasers") of County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series A(the"Bonds"). Based upon its records and information available to it, which it believes to be correct, the undersigned hereby certifies that: 1. As of , 2001 (the "Sale Date"), the Purchasers have offered or reasonably expected to offer all of each maturity of the Bonds listed below to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering at the prices shown for each maturity. 2. The issue prices of the various maturities of the Bonds as shown do not exceed the fair market prices or yields as of the Sale Date. 3. As of the date of this certificate, all of the Bonds listed have actually been offered to the general public at such prices. ; 4. At least 10% of each maturity of the Bonds has been sold at the prices shown herein. Maturity Date 1 Dated: , 2001 [Name of Purchaser] By: Title: * To be delivered by the successful bidder as described under"REOFFERING PRICE CERTIFICATE" in the Official Notice of Sale. DOCSSF1:474770.2 a CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the COUNTY OF CONTRA COSTA, CALIFORNIA (the "County"), and STATE STREET BANK. AND TRUST COMPANY OF CALIFORNIA, N.A., as trustee (the "Trustee"} in connection with the issuance by the County of Contra Costa Public Financing Authority (the "Authority") of $ Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement dated as of February 1, 1999, between the Authority and U.S. Bank Trust National Association, as predecessor trustee, and a First Supplemental Trust Agreement dated as of January 1, 2001, between the Authority and the Trustee (collectively, the "Trust Agreement'). Pursuant to the Facility Lease, dated as of February 1, 1999, as amended by the First Amendment to Facility Lease dated as of January 1, 2001 (collectively, the "Facility Lease"}, the County has covenanted to comply with its obligations hereunder and to assume all obligations for Continuing Disclosure with respect to the Bonds. The County, the Trustee and the Dissemination Agent covenant and agree as follows: SECTION 1. Eumose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the County, the Trustee and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C.Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the County pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning the ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Disclosure Representative" shall mean the County Administrator, Director, Capital Facilities and Debt Management or his or her designee, or such other officer or employee as the County shall designate in writing to the Trustee from time to time. "Dissemination Agent" shall mean the County, or any successor Dissemination Agent, which may be designated in writing by the County and which has filed with the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories approved DOCSSF1.475157.2 by the Securities and Exchange Commission as of the date of this Agreement are set forth at the following site: ;,11www.sec.&-ov/consumerinmsu.htm. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository„shall mean each National Repository and the State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of California. "State Repository" shall mean any public or private repository or entity designated by the State as the state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Agreement, there is no State Repository. SECTION 3. EMvisionof AnnuallRR ,ports. (a) The County shall, or shall cause the Dissemination Agent to,not later than nine months after the end of the County's fiscal year (presently June 30), commencing with the report for the 1999-2000 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the County may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the County's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(1). (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the County shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent); provided, however, that the County may distribute the Annual Report itself after providing written notice to the Trustee and the Dissemination Agent. If by such date, the Trustee has not received a copy of the Annual Report,the Trustee shall contact the County to determine if the County is in compliance with the first sentence of this subsection(b). (c) If the Trustee is unable to verify that an Annual Report has been provided to Repositories by the date required in subsection (a), the Trustee shall send a notice to each Repository, the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. DOCSSFt:475157.2 2 (d) The Dissemination Agent shall. (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) to the extent the County has provided the Annual Report to the Dissemination Agent, file a report with the County and(if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. SECTION 4. Content of Annual Reports. The County's Annual Report shall contain or include by reference the following: 1. The audited financial statements of the County for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the County's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. 2. Numerical and tabular information for the immediately preceding Fiscal Year of the type contained in the Official Statement under the following captions: (a) "SECURITY AND SOURCES OF PAYMENT FOR. THE 2001 Series A BONDS — Base Rental Payments" (report changes in DEBT SERVICE SCHEDULE); (b) "APPENDIX B — COUNTY FINANCIAL INFORMATION — 2000-2001 County General Fund Budget" (update table entitled "COUNTY OF CONTRA COSTA GENERAL FUND BUDGETS"; (c) "APPENDIX B — COUNTY FINANCIAL INFORMATION County Investment Pool"(update various tables); (d) "APPENDIX B -- COUNTY FINANCIAL INFORMATION-- Ad Valorem Property Takes" (update table entitled "COUNTY OF CONTRA COSTA SUMMARY OF ASSESSED VALUATIONS AND AD VALOREM PROPERTY TAXATION"; (e) "APPENDIX B — COUNTY FINANCIAL INFORMATION — Accounting Policies, Reports and Audits" (update table entitled "COUNTY OF CONTRA COSTA GENERAL FUND SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES"); nocssrI:475157.2 3 (f} "APPENDIX B — COUNTY FINANCIAL INFORMATION — Long Term Obligations -- General Obligation Debt" and "--Lease Obligations" (update table on annual debt service). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the County or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The County shall clearly identify each such other document so included by reference. SECTION 5. R g1jin of Significant Events. (a) Pursuant to the provisions of this Section 5 and to the extent applicable, the County shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3. modifications to rights of Molders of Bonds; 4. optional,contingent or unscheduled bond calls; 5. defeasances; 6. rating changes; 7. adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds; 8. unscheduled draws on the debt service reserves reflecting financial difficulties; 9. unscheduled draws on credit enhancements reflecting financial difficulties; 10. substitution of credit or liquidity providers,or their failure to perform; and 11. release, substitution or sale of property securing repayment of the Bonds. (b) ' The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of.any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the County promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f); provided that, failure by the Trustee to so notify the Disclosure DOCSSF1:475157.2 4 Representative and make such request shall not relieve the County of its duty to report Listed Events as required by this Section 5. (c) Whenever the County obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection(b) or otherwise, the County shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the County has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the County shall promptly notify the Trustee in writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subsection(f). (e) If in response to a request under subsection (b), the County determines that the Listed Event would not be material under applicable federal securities laws, the County shall so notify the Trustee in writing and instruct the Trustee not to report the occurrence. (f) If the Trustee has been instructed by the County to report the occurrence of a Listed Event, the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5)need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) The Trustee may conclusively rely on an opinion of counsel that the County's instructions to the Trustee under this Section 5 comply with the requirements of the Rule. SECTION 6. Tern jUation of Reporting, Qhligatian.-. Each party's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds,the County shall give notice of such termination in the same manner as for a Listed Event under Section 5(f). SECTION 7. 12issgminkon Agent. The County may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the County pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the County shall be the Dissemination Agent. SECTION 8. Amendment: )Ykver. Notwithstanding any other provision of this Disclosure Agreement, the County, the Trustee and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any amendment so requested by the County provided such amendment does not impose any greater duties, nor risk of liability, on the Trustee or the Dissemination Agent, as the case may be), and DOCSSFI:475157.2 5 any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds,or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of Holders; or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the County shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the County. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(f), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the County from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the County chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the County shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Defa, . In the event of a failure of the County, the Trustee or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee (and, at the written request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds, shall,but only to the extent indemnified to its satisfaction), or any Holder or Beneficial Owner of the Bonds may take such actions as may be DOcssrr:475157.2 6 necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County, the Trustee or the Dissemination Agent, as the case may be,to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the County, the Trustee and the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties. Immunities and Liabilities of Trustee and Dissemination A.gi . The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the County, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents,harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or Trustee's respective negligence or willful misconduct. The obligations of the County under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. N-otigga. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the County: County of Contra Costa County Administrator's Office 651 Pine Street, 6t`Floor Martinez, CA 94553-0063 Attention: Laura W. Lockwood,Director of Capital Facilities and Debt Management Telephone: (925) 335-1098 Fax: (925) 646-1228 If to the Trustee: State Street Bank and Trust Company of California,N.A. Attention: Telephone: Fax: Any person may,by written notice to the other persons listed above, designate a different address or telephone number(s)to which subsequent notices or communications should be sent. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the County, the Trustee, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. DOCSSFI:475157.2 7 SECTION 14. C unite, arts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. .bate: January 1,2001. COUNTY OF CONTRA COSTA By Chair of the Board of Supervisors County of Contra Costa, State of California Attest: Philip J. Batchelor, Cleric of the Board of Supervisors and County Administrator By Cleric of the Board of Supervisors Approved as to form: County Counsel STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,N.A., as Trustee By Authorized Officer DOCSSM A79257.2 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of County: County of Contra Costa Name of Issue: County of Contra Costa Public Facilities Financing Authority Lease Revenue Bonds(Various Capital Projects), 2001 Series A Date of Issuance: NOTICE IS HEREBY GIVEN that the County of Contra Costa (the "County") has not provided an Annual Report with respect to the above-named Bonds as required by Section 8.08 of the Facility Lease (Various Capital Projects), dated as of January 1, 2001,by and between the County of Contra Costa Public Financing Authority and the County. The County anticipates that the Annual Report will be filed by Dated: STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA,N.A.,on behalf of COUNTY OF CONTRA COSTA cc: County of Contra Costa DOCSSF1:475157.2 A-1 TRANSCRIPT FOR PUBLIC HEARING ON PROPOSED ISSUANCE OF BONDS Pursuant to Section 6586.5 of the Government Code of the State of California, a public hearing is being held by this Board of Supervisors of the County of Contra Costa, California(the "County"), on October 17, 2000 at 9:45 a.m., at the Chambers of the Board of Supervisors of the County located at 651 Pine Street in the City of Martinez, California, in connection with plans by the County of Contra Costa Public Financing Authority to issue up to $25,000,000 of its Lease Revenue Bonds (Various Capital Projects), 2001 Series A(the"Bonds"). The Bonds will be issued in part to finance various capital improvements and projects for the County located within the County, such as (i)the completion of the Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii)the construction of a new Employment and Human Services Building in Antioch, and(iii)the construction of tenant improvements at Los Medanos Health Center in Pittsburg. Members of the public are invited to express their views on the plan of financing and on the nature and location of facilities proposed to be financed thereby. [Public comments heard] This Board of Supervisors will consider the comments made with respect to the financing in their determination of whether to approve the financing and find a significant public benefit to the financing . There being no further comments this hearing is now closed. COUNTY OF CONTRA COSTA, CALIFORNIA DOCSSF1:482237.1