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HomeMy WebLinkAboutRESOLUTIONS - 02211984 - 84-103 CCd-22a '3736s RESOLUTION NO. OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FORMS OF AND AUTHORIZING EXECUTION OF AN AGREEMENT AMENDING DEED OF GIFT (PROJECT PHASE I ) , AN AMENDED AND RESTATED FACILITY LEASE (PROJECT PHASE I ) , AND A TRUST AGREEMENT, APPROVING FORM OF AN ASSIGNMENT AGREEMENT AND AUTHORIZING VALIDATION ACTION. WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (herein called the "Corporation" ) , has been incorporated by a group of public. spirited citizens of the County of Contra Costa (herein called the "County" ) for the specific and primary purpose of providing financial assistance to the County of Contra Costa by financing the acquisition, construction, improvement and remodeling of public buildings and facilities; and WHEREAS, by its Articles of Incorporation and by its Bylaws no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any director 3 thereof or any other person, firm or corporation, except the County; WHEREAS, the Corporation has previously executed and delivered to the County a deed, entitled "Deed of Gift (Project Phase I ) " and dated as of May 1, 1982 (herein called the "1982 Deed of Gift" ) , which was recorded in the office of the County Recorder of the County on May 27, 1982 under Recorder' s Serial No. 82-59390; and WHEREAS, the Corporation and the County have previously entered into a facility lease, entitled "Facility Lease (Project Lease I ) " and dated as of May 1, 1982 (herein called the "1982 Lease" ) , which was recorded in the office of the County Recorder of the County on May 27, 1982 under Recorder' s Serial Number 82-59391; and WHEREAS, the Corporation has issued its Contra Costa County Public Facilities Corporation Bonds (Project 1 ) , Series A in the principal amount of $4, 500, 000 (herein called the "1982 Bonds" ) for the purpose of financing the acquisition for the use of the County of two office buildings located at 610 Court Street, Martinez, California, and at 30 Muir Road, Martinez, California (said two office buildings being herein called "Project Phase I" ) ; and WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Corporation and the County to enter into an agreement, entitled "Amended 2 13e and Restated Facility Lease (Project Phase I ) " and tentatively dated as of April 1, 1984 (herein called the "Facility Lease" ) , which would amend the 1982 Lease and would restate the 1982 Lease as amended; and WHEREAS, under the Facility Lease, the County would be obligated to make base rental payments to the Corporation for the lease of Project Phase I ; and WHEREAS, it is proposed that all rights to receive such base rental payments (together with the additional rental payments provided for in the Facility Lease) will be assigned without recourse by the Corporation to a trustee pursuant to an agreement, entitled "Assignment Agreement" and tentatively dated as of April 1, 1984 (herein called the "Assignment Agreement" ) ; and WHEREAS, it is further proposed that the Corporation, the County and Bank of America National Trust and Savings Association, as trustee, enter into an agreement, entitled "Trust Agreement" and tentatively dated as of April 1, 1984 (herein called the "Trust Agreement" ) , pursuant to which said trustee will execute and deliver certificates of participation in an amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments, and will use the proceeds, together with other moneys available to the Corporation, to defease the 1982 Bonds; and 3 133 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; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1 . All of the recitals herein contained are true and correct and this Board of Supervisors so finds. Section 2 . This Board of Supervisors hereby finds and determines that it is in the public interest, convenience and welfare and for the common benefit of the inhabitants of the County that the County continue to lease Project Phase I from the Corporation and that the Corporation defease the 1982 Bonds to reduce the rentals to be paid by the County for Project Phase I , and the County Administrator is hereby authorized to request the Corporation to take all necessary action to accomplish the defeasance of the 1982 Bonds. Section 3 . The form of agreement, tentatively dated as of April 1, 1984 and entitled "Agreement Amending Deed of Gift (Project Phase I ) , " between the Corporation and the County, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting, and the Chairman of the Board of Supervisors and the Clerk of the 4 ,�34 Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 4. The form of agreement, tentatively dated as of April 1, 1984 and entitled "Amended and Restated Facility Lease (Project Phase I ) ", between the Corporation and the County, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting. Upon determination of the schedule of base rentals to be paid under section 3 (a) thereof by resolution of this Board of Supervisors, the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form, as completed to include such subsequently determined base rental schedule. Section 5. The form of agreement, tentatively dated as of April 1, 1984 and entitled "Trust Agreement, " between the Corporation, the County and Bank of America National Trust and Savings Association, as Trustee, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting, and the Chairman of the Board of Supervisors and the Clerk of the Board of 5 �:. Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 6. The form of Assignment Agreement submitted to this Board of Supervisors is hereby approved. Section 7. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized to make such changes to said Agreement Amending Deed of Gift (Project Phase I ) , the Facility Lease and the Trust Agreement prior to the execution thereof as may be required in the interest of the County where such changes do not materially increase the obligation of the County or where such changes are first approved by resolution of this Board of Supervisors. Section 8 . The County Counsel of the County and the law firm of Orrick, Herrington & Sutcliffe, A Professional Corporation, which firm is hereby designated as special counsel to the County with respect to the transactions hereby authorized, are hereby authorized to file an action in the name and on behalf of the County, pursuant to California Code of Civil Procedure Sections 860 and following, to validate the transactions herein authorized, said Agreement Amending Deed of Gift (Project Phase I ) , the Facility Lease, the Trust Agreement and the proceedings leading up to and including the adoption of this Resolution and all matters related thereto. 6 136 Section 9 . The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents 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. Section 10. This resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 21st day of February, 1984. lam. Chairman of the Board of Supervisors of the County of Contra Costa, State of California [ Seal ] ATTEST: J. R. Olson, County Clerk and ex-officio Clerk of the Board of Supervisors By L� �2GC 2G1� Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California 7 '';37 CLERK' S CERTIFICATE I , �� Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that 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 21st day of February, 1984, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote : AYES: + "JCrk3 Toriakm .y J9 ri L� Y`YCi�i.. •9 NOES: ABSENT: I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded 138 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 this -V4.l day of � 1984. Chief Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California [ Seal ] 2 139 CCd-9a 3703s 2-15-84 Draft (2nd Draft) AGREEMENT AMENDING DEED OF GIFT (PROJECT PHASE I ) by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of April 1, 1984 AGREEMENT AMENDING DEED OF GIFT (PROJECT PHASE I) This AGREEMENT AMENDING DEED OF GIFT (PROJECT PHASE I ) , made and entered into as of April 1, 1984, by and among CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation" ) , and 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" ) ; W I T N E S S E T H: WHEREAS, the Corporation has previously executed and delivered to the County a deed, entitled "Deed of Gift (Project Phase I ) " and dated as of May 1, 1982 (the "1982 Deed of Gift" ) , which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59390; and WHEREAS, the Corporation and the County have previously entered into a facility lease, entitled "Facility Lease (Project Lease I ) " and dated as of May 1, 1982 (the "1982 Lease" ) , which was recorded in the office of the County 141 Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial Number 82-59391; and WHEREAS, the Corporation has issued its Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A in the principal amount of $4, 500, 000 (the "1982 Bonds" ) for the purpose of financing the acquisition for the use of the County of two office buildings located at 610 Court Street, Martinez, California, and at 30 Muir Road, Martinez, California (said two office buildings being herein called "Project Phase I" ) ; and WHEREAS, the Corporation and the County have determined that it would be in the best interest of the Corporation, the County and the residents of the County to defease the 1982 Bonds through the sale and delivery of certificates of participation evidencing a fractional undivided interest in certain base rental payments to be made pursuant to the hereinafter referred to Facility Lease; and WHEREAS, the Corporation and the County have entered into an agreement, entitled "Amended and Restated Facility Lease (Project Phase I ) " and dated as of the date hereof (the "Facility Lease" ) , which amends the 1982 Lease and restates the 1982 Lease as amended; and WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Corporation for the lease of Project Phase I ; and 2 040034-0008-028-3703s 02/15/84 142 WHEREAS, all rights to receive such base rental payments (together with the additional rental payments provided for in the Facility Lease) have been assigned without recourse by the Corporation to the Trustee pursuant to an agreement, entitled "Assignment Agreement" and dated as of April 1, 1984 (the "Assignment Agreement" ) ; and WHEREAS, in consideration of such assignment and the execution of an agreement, entitled "Trust Agreement" and dated as of April 1, 1984 (the "Trust Agreement" ) , Bank of America National Trust and Savings Association, as trustee thereunder, has agreed to execute and deliver certificates of participation in an amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES DO HEREBY AGREE AS FOLLOWS: 3 040034-0008-028-3703s 02/15/84 143 Section 1 . The text of the 1982 Deed of Gift be and it is hereby amended to read as follows: CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a corporation incorporated under the laws of the State of California, Grantor, does by these presents grant to the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, Grantee, its successors and assigns forever, all of its right, title and interest in and to that certain real property in the County of Contra Costa, State of California, described in Exhibit A attached hereto and made a part hereof, together with all improvements thereon; reserving, however, in said Grantor, its successors and assigns, an estate for twenty years from May 1, 1982, in and to said property; subject, however, to the condition subsequent that if prior to May 1, 2002 all principal and interest represented by certificates of participation (as such term is defined in a Trust Agreement, dated as of April 1, 1984, between Bank of America National Trust and Savings Association, as trustee, said Grantor and said Grantee) in certain base rental payments to be made pursuant to that certain Amended and Restated Facility Lease (Project Phase I ) between said Grantor and said Grantee dated as of April 1, 1984 shall be fully paid, the aforesaid estate for years reserved herein by said Grantor shall terminate and title to the aforesaid real property, together with all improvements thereon, shall vest in said Grantee. Section 2 . It is the intention of the County and the Corporation that, notwithstanding the transfer of interests effected by the 1982 Deed of Gift, they shall own the respective interests in the real property described in the 1982 Deed of Gift provided in Section 1 above. Accordingly, the County hereby quitclaims to the Corporation, and the Corporation hereby quitclaims to the County, any interest which the party quitclaiming may have in the said real property other than as provided in Section 1 above and 4 040034-0008-028-3703s 02/15/84 • 144 except as may have been created or exist under the Facility Lease, including any amendments thereto, or as may be created after the date hereof. Section 3 . Effective Date. This Agreement shall become effective upon its execution and delivery and recordation in the office of the County Recorder of Contra Costa County, California. IN WITNESS WHEREOF, the parties hereto have executed and attested this Agreement by their officers thereunto duly authorized as of the day and year first written above. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (SEAL) Attest: By Secretary 5 040034-0008-028-3703s 02/15/84 145 COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors (SEAL) Attest: County Clerk and Ex-Officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel 6 040034-0008-028-3703s 02/15/84 146 State of California ) ss. County of Contra Costa ) On this _ day of April, in the year 1984, before me , a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be the President, and known to me to be the Secretary, of CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 7 040034-0008-028-3703s 02/15/84 147 State of California ) ss. County of Contra Costa ) On this day of April, in the year 1984, before me, a Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California, duly commissioned and sworn, personally appeared known to me to be the Chairman of the Board of Supervisors, and known to me to be the County Clerk and Ex-Officio Clerk of the Board of Supervisors, of the County of Contra Costa, the county that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said political subdivision therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Contra Costa. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Deputy Clerk County of Contra Costa [Seal ] 8 040034-0008-028-3703s 02/15/84 148 CCd-10 3674s 2-15-84 Draft (3rd Draft) AMENDED AND RESTATED FACILITY LEASE (PROJECT PHASE I ) between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of April 1, 1984 149 TABLE OF CONTENTS Page Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preambles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2 . Term; Commencement of Rental; Condition of Project Phase I . . . . . . . . . . . Section 3 . Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Insurance Reserve Fund; Investments; No Arbitrage . . . . . . . . . . . . . . . . . . . . . . . . . . . Section S . Maintenance, Utilities, Taxes and Assessments . . . . . . . . . . . . . . . . . . . . . . . . Section 6. Changes to Project Phase I . . . . . . . . . . . . . . . Section 7 . Fire, Extended Coverage and Earthquake Insurance . . . . . . . . . . . . . . . . . . . Section 8. Liability Insurance . . . . . . . . . . . . . . . . . . . . . . Section 9 . Rental Interruption or Use and Occupancy Insurance . . . . . . . . . . . . . . . . . . . . Section 10. Insurance Proceeds; Form of Policies . . . . . Section 11 . Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 12 . Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 13 . Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 14. Right of Entry . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 15. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 16. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . Section 17 . Corporation Not Liable . . . . . . . . . . . . . . . . . . . Section 18. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 19 . Title to Demised Premises and Project Phase I . . . Section 20. Abatement of Rental . . . . . . . . . . . . . . . . . . . . . . Section 21 . Law Governing . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 22 . Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 23 . Validity and Severability . . . . . . . . . . . . . . . . Section 24. Purpose of Lease; Industrial Development Bond Covenant; Option to Purchase; Personal Property . . . . . . . . . Section 25 . Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 26. Net Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 27. Restated and Amended 1982 Lease . . . . . . . . . . Section 28. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 29 . Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Execution . . . . . . . . . . . . . . . . . . . . . . . .I . . . . . . . . . . . . . . . . . . . . . Exhibit A Exhibit B Acknowledgments - i - AMENDED AND RESTATED FACILITY LEASE (PROJECT PHASE I ) This Amended and Restated Facility Lease (Project Phase I ) , dated as of April 1, 1984, between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State of California (herein called the "Corporation" ) , as lessor, and the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (herein called the "County" ) , as lessee; W I T N E S S E T H WHEREAS, the Corporation and the County have previously entered into a lease, entitled "Facility Lease (Project Phase I ) " and dated as of May 1, 1982, which was recorded on May 27, 1982 in the office of the County Recorder of Contra Costa County under Recorder' s Serial No. 82-59391; and WHEREAS, the Corporation has issued its Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A, in the principal amount of $4, 500, 000 (herein called the "1982 Bonds" ) for the purpose of financing the acquisition of Project Phase I (hereinafter defined) , and the 1982 Bonds are secured by an indenture, dated as of May 1, 1982 , between the Corporation and Bank of America National 15.1 Trust and Savings Association, as Trustee (herein called the "1982 Indenture" ) ; and WHEREAS, the County and the Corporation have determined that it would be in the best interest of the Corporation and the County to defease the 1982 Bonds through the sale and delivery of certificates of participation evidencing proportionate interests in the base rental payments to be made pursuant to this Amended and Restated Facility Lease (Project Phase I ) . In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: Section 1 . Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: The term "Additional Rental" means all amounts payable to the Corporation or the Trustee from the County as Additional Rental pursuant to Section 3 (b) hereof. The term "Base Rental" means all amounts payable to the Corporation from the County as Base Rental pursuant to Section 3 (a) hereof. The term "Certificate Reserve Fund Requirement" means the maximum Base Rental payment to be made by the County pursuant to this Lease on any remaining Base Rental F2 152 040034-0008-028-3674s 02/15/8 I 1, payment date during the term of this Lease, provided that the initial deposit into the Lease Fund pursuant to subsection (a) of Section 4 hereof shall be deducted from the Base Rental payment payable on October 15, 1984 in calculating the Certificate Reserve Fund Requirement. The term "Certificates" means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement to defease the 1982 Bonds, which were issued to finance acquisition of Project Phase I . The term "Deed of Gift" means the deed, dated as of May 1, 1982 and entitled "Deed of Gift (Project Phase I ) " from the Corporation, as grantor, to the County, as grantee, which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No . 82-59390, as amended by that agreement, entitled "Agreement Amending Deed of Gift (Project Phase I ) " and dated as of April 1, 1984, between the Corporation and the County. The term "Demised Premises" means that certain real property situate in the County of Contra Costa, State of California, described in Exhibit A attached hereto and made a part hereof; subject, however, to any conditions, reservations, and easements of record or known to the County. The term "Insurance Reserve Fund Requirement" means the amount of One Hundred Two Thousand Dollars ($102, 000. 00) . The term "Lease" means this Amended and Restated Facility Lease (Project Phase I ) , as originally executed and F3 a 153 040034-0008-028-3674s 02/15/84 recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof. The term "1982 Bonds" means the Bonds (Project 1) , Series A, of the Corporation issued under and secured by the 1982 Indenture to finance the acquisition of the Demised Premises and Project Phase I . The term "1982 Indenture" means the indenture, dated as of May 1, 1982, between the Corporation and Bank of America National Trust and Savings Association, as trustee, pursuant to which the 1982 Bonds were issued. The term "1982 Lease" means the lease, dated as of May 1, 1982 and entitled "Facility Lease (Project Phase I ) , " between the Corporation, as lessor, and the County, as lessee, which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59391 . The term "Project Phase I" means (a) an office building in the City of Martinez, California, commonly known and designated as 610 Court Street and containing approximately 7, 200 square feet, and (b) an office building in the City of Martinez, California, commonly known and designated as 30 Muir Road and containing approximately 40, 600 square feet, including all works, properties and structures comprising said buildings and facilities, together with parking, site development, landscaping, utilities, F4 040034-0008-028-3674s 02/15/84 154 equipment, furnishings, improvements and appurtenant and related facilities, all located on the Demised Premises. The term "Trust Agreement" means the trust agreement, dated as of April 1, 1984, by and among the Trustee, the Corporation and the County, pursuant to which the Trustee will execute and deliver the Certificates. The term "Trustee" means Bank of America National Trust and Savings Association, appointed as trustee pursuant to the Trust Agreement, and any successor appointed under the Trust Agreement. The term "Written Request of the Corporation` means an instrument in writing signed by or on behalf of the Corporation by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary or by any two persons (whether or not officers of the Corporation) who are specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. The term "Written Request of the County" means an instrument in writing signed by the County Administrator of the County, or by the Assistant County Administrator - Finance of the County, or by a Deputy County Administrator of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose, with the seal of the County affixed. F5 040034-0008-028-3674s 02/15/84t•4 ' 155 Section 2 . Term; Commencement of Rental; Condition of Project Phase 1 . The Corporation hereby leases to the County and the County hereby hires from the Corporation, on the terms and conditions hereinafter set forth, the Demised Premises and Project Phase I located thereon on the terms and conditions hereinafter set forth and subject to all easements, encumbrances, and restrictions that existed at the time the Corporation obtained title to the Demised Premises, including without limitation the terms and conditions of the Deed of Gift by which a reserved estate for years to the Demised Premises and Project Phase I was retained by the Corporation. The County hereby agrees and covenants during the term of this Lease that, except as hereinafter provided, it will use Project Phase I for public and county purposes so as to afford the public the benefits contemplated by this Lease and so as to permit the Corporation to carry out its agreement and covenants contained in the Trust Agreement. The term of this Lease commenced on May 27, 1982, the date of original recordation of this Lease in the office of the County Recorder of Contra Costa County, State of California, and shall end on September 30, 1997, unless such term is extended or sooner terminated as hereinafter provided. If on September 30, 1997 the Certificates shall not be fully paid, or if the rental payable hereunder shall have been abated at any time and for any reason, then the F6 156. 040034-0008-028-3674s 02/15/84 term of this Lease shall be extended until ten ( 10) days after all Certificates shall be fully paid, except that the term of this Lease shall in no event be extended beyond May 1, 2002 . If prior to September 30, 1997 all Certificates shall be fully paid, the term of this Lease shall end ten ( 10) days thereafter or ten (10) days after written notice by the County to the Corporation, whichever is earlier. The County took possession of the Demised Premises and Project Phase I upon commencement of this Lease, and the first payment of rental was due and was paid on October 15, 1982 . The parties hereto agree that the County is presently in possession of the Demised Premises and Project Phase I and that the County accepts the Demised Premises and Project Phase I in their presently existing condition, and further warrants and holds harmless the Corporation against any defects presently existing therein. By entry hereunder upon commencement of the term of this Lease the County accepted the premises as being in the condition in which the Corporation was obligated to deliver the premises to the County. Section 3 . Rental . The County agrees to pay to the Corporation, its successors or assigns, without deduction or offset of any kind, as rental for" the use and occupancy of the Demised Premises and Project Phase I , the following amounts at the F7 157 040034-0008-028-3674s 02/15/84 times and in the manner set forth herein (but subject to the provisions of Sections 12, 20 and 24 hereof) : (a) Base Rental . The County shall pay to the Corporation as abase rental (herein called the "Base Rental" ) , semiannually, rental payments with principal and interest components in accordance with the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. Each Base Rental payment shall be payable on the fifteenth ( 15th) day of the month immediately preceding its due date and any interest or other income with respect thereto accruing prior to such due date shall belong to the County and shall be returned by the Corporation to the County on May 1 and November 1 of each year. The interest components of the Base Rental payments shall be paid by the County as and constitute interest paid on the principal components of the Base Rental payments to be paid by the County hereunder. If the term of this Lease shall have been extended rursuant to Section 2 hereof, Base Rental payments shall continue to be due on May 1 and November 1 in each year, and payable as hereinabove described, continuing to and including the date of termination of this Lease, in an amount equal to the amount of Base Rental payable on April 15, 1997. Upon such extension of this Lease, the principal and interest components of the Base Rental payments shall be established so that the principal F8 k . 158 040034-0008-028-3674s 02/15/84 components will in the aggregate be sufficient to pay all unpaid principal components with interest components sufficient to pay all unpaid interest components plus interest on the extended principal components at a rate equal to the rate of interest on the principal component of the Base Rental payable April 15 , 1997 . Each semiannual payment of Base Rental shall be for the use of the Demised Premises and Project Phase I for the six-month period commencing on the first day of the month in which such rental is payable. (b) Additional Rental . The County shall also pay to the Corporation, as rental hereunder in addition to the foregoing Base Rental, such amounts (herein called the "Additional Rental" ) in each year as shall be required by the Corporation for the payment of all costs and expenses incurred by the Corporation in connection with the execution, performance or enforcement of this Lease or any assignment hereof, the Trust Agreement, the ownership of the Demised Premises and the Lease of the Demised Premises and Project Phase I to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Corporation related to the Demised Premises and Project Phase I , including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the F9 159 040034-0008-028-3674s 02/15/84 Trustee payable by the Corporation under the Trust Agreement, fees of auditors, accountants, attorneys or engineers, insurance premiums, taxes and other costs specified in Section 5 hereof and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Certificates or of the Trust Agreement. Such Additional Rental shall be billed to the County by the Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Corporation or by the Trustee on behalf of the Corporation for one or more of the items above described, or that such amount is then payable by the Corporation or the Trustee on behalf of the Corporation for such items. Amounts so billed shall be due and payable by the County within ten ( 10) days after receipt of the bill by the County. The Corporation has issued and intends to issue bonds and has entered into leases and intends to enter into leases to finance facilities other than the Demised Premises and Project Phase I . The administrative costs of the Corporation shall be allocated among said facilities and Project Phase I , as hereinafter in this paragraph provided. Any taxes levied against the Corporation with respect to the Demised Premises and Project Phase I , the fees of the Trustee under the Trust F10 040034-0008-028-3674s 02/15/84 160 Agreement, and any other expenses directly attributable to Project Phase I shall be included in the Additional Rental payable hereunder. Any taxes levied against the Corporation with respect to real property other than the Demised Premises and Project Phase I , the fees of any trustee or paying agent under any indenture securing bonds of the Corporation or any trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than Project Phase I shall not be included in the administrative costs of Project Phase I and shall not be paid from the Additional Rental payable hereunder. Any expenses of the Corporation not directly attributable to any particular project of the Corporation shall be equitably allocated among all such projects, including Project Phase I , in accordance with sound accounting practice . In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Corporation to consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Corporation, approved by the Director of Public Works of the County or his duly authorized representative, in making any determination that costs are payable as Additional Rental hereunder, and shall not be required 040034-0008-028-3674s Fll 02/15/841— 1 S i 1 to make any investigation as to whether or not the items so requested to be paid are expenses of operation of Project Phase I . Such payments of Base Rental and Additional Rental for each rental payment period during the term of this Lease shall constitute the total rental for said rental payment period, and shall be paid by the County in each rental payment period for and in consideration of the right of use and occupancy of, and continued quiet use and enjoyment of, the Demised Premises and Project Phase I during each such period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Demised Premises and Project Phase I . In making such determination, consideration has been given to the purchase prices of the Demised Premises and Project Phase I , other obligations of the parties under this Lease, the uses and purposes which may be served by Project Phase I and the benefits therefrom which will accrue to the County and the general public. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Corporation at the principal corporate trust office of the Trustee in San Francisco, California, or such other place as the Corporation shall designate. Any such installment of rental accruing hereunder which shall not be paid when due shall bear interest at the rate of twelve percent ( 12%) per annum, or such lesser rate of interest as F12 040034-0008-028-3674s 02/15/84 L � 1.6 may be required by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Corporation and the County, the County shall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said rental payments or any portion thereof, said payments or excess of payments, as the case may be, shall, at the option of the County, be credited against subsequent rental payments due hereunder or be refunded at the time of such determination. The County covenants to take such action as may be necessary to include all such rental payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such rental payments. The County will furnish to the Corporation and the Trustee copies of each annual budget of the County within ten ( 10) days after the adoption thereof . The covenants on the part of the County herein contained shall be deemed to be ana shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the County. 040034-0008-028-3674s F13 02/15/84 163 All rental payments received shall be applied first to the interest components of the Base Rental due hereunder, then to the principal components of the Base Rental due hereunder and thereafter to all Additional Rental due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder. Rental is subject to abatement as provided in Section 20. Nothing contained in this Lease shall prevent the County from making from time to time contributions or advances to the Corporation for any purpose now or hereafter authorized by law. Section 4. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Insurance Reserve Fund; Investments; No Arbitrage. ( a) Use of Proceeds. The parties hereto agree that the proceeds of the Certificates will be used to defease the outstanding 1982 Bonds and to finance the costs of issuing the Certificates . (b) Lease Fund. In consideration for the agreements and covenants of the County herein, the Corporation agrees to pay to the County the amount of accrued interest received by the Trustee upon the sale and delivery of the Certificates for deposit with the Trustee in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Project Phase I ) Lease Fund" (herein called the "Lease Fund" ) . The County agrees to F14 164 040034-0008-028-3674s 02/15/84 maintain the Lease Fund with the Trustee and to apply the moneys on deposit therein for partial payment of the first Base Rental payment due and payable by the County as shown in the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. (c) Certificate Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Corporation further agrees to cause to be paid to the County from the Reserve Fund established pursuant to the 1982 Indenture a sum equal to the Certificate Reserve Fund Requirement for deposit with the Trustee in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Project Phase I ) Certificate Reserve Fund" (the "Certificate Reserve Fund" ) . If on May 1 or November 1 of any year the amount in the Certificate Reserve Fund exceeds the Certificate Reserve Fund Requirement, the Trustee, if the County is not then in default hereunder and if the Corporation and the County are not then in default under the Trust Agreement, shall pay the amount of such excess to the County, unless any portion of such excess shall be needed to increase the balance in the Trust Administration Fund established pursuant to the Trust Agreement to the amount required to be on deposit in said fund, in which event the Trustee shall transfer such portion to the Trust Administration Fund. The County agrees to apply the moneys on deposit in the Certificate Reserve Fund solely F15 040034-0008-028-3674s 02/15/8,1; 165 for the payment of Base Rental payments due and payable by the County if and when rental shall be abated in accordance with Section 20 hereof or when other moneys of the County are not otherwise available to make such Base Rental payments. The County hereby pledges and grants a lien on and a security interest in the Certificate Reserve Fund to the Corporation in order to secure the County' s obligation to pay the Base Rental payments as herein provided. The County further agrees that if at any time the balance in the Certificate Reserve Fund shall be reduced below the Certificate Reserve Fund Requirement, the first payments of Base Rental payments thereafter payable by the County and not needed to pay Base Rental interest and principal components payable to the Certificate Owners on the next Base Rental due date shall be used to increase the balance in the Certificate Reserve Fund to the required Certificate Reserve Fund Requirement. At the termination of this Lease in accordance with its terms, any balance remaining in the Certificate Reserve Fund shall be released from the foregoing pledge, lien and security interest and may be transferred to such other fund or account of the County, or otherwise used by the County for any other lawful purposes, as the County may direct. (d) Insurance Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Corporation further agrees to pay to the County a sum equal to the Insurance Reserve Fund Requirement for F16 040034-0008-028-3674s 02/15/84 deposit with the Trustee in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Project Phase I ) Insurance Reserve Fund" (the "Insurance Reserve Fund" ) . If on May 1 or November 1 of any year the amount in the Insurance Reserve Fund exceeds the Insurance Reserve Fund Requirement, the Trustee, if the County is not then in default hereunder and if the Corporation and the County are not then in default under the Trust Agreement, shall pay the amount of such excess to the County. The Trustee agrees to cause the moneys in the Insurance Reserve Fund, upon the Written Request of the Corporation and the Written Request of the County, to be applied to pay, together with insurance proceeds received or to be received by the Trustee and to make up for portions of losses not covered by insurance because of deductible amounts or replacement cost limitations on the amount of insurance obtained, for the repair, reconstruction or replacement of any damaged or destroyed portion of Project Phase I , pursuant to the procedure set forth in Section 7, or for the loss of rental income not insured against because of the deductible amount permitted by Section 9. The County hereby pledges and grants a lien on and a security interest in the Insurance Reserve Fund to the Corporation in order to secure the County' s obligation to pay the Base Rental payments as herein provided. At the termination of this Lease in accordance with its terms, any 16'7 . F17 040034-0008-028-3674s 02/15/84 balance remaining in the Insurance Reserve Fund shall be released from the foregoing pledge, lien and security interest and may be transferred to such other fund or account of the County, or otherwise .used by the County for any other lawful purposes, as the County may direct. (e) Investments. Any moneys held by the Trustee in the Lease Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in Permitted Investments (as that term is defined in the Trust Agreement) which will mature on or before November 1, 1984. Any moneys held by the Trustee in the Certificate Reserve Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in Permitted Investments which will mature within the earlier of five (5) years or the date of the last scheduled Base Rental payment. Any moneys held by the Trustee in the Insurance Reserve Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in Permitted Investments which will mature within the earlier of one (1 ) year or the date of the last scheduled Base Rental payment. (f) No-arbitrage. The County will not make any use of the proceeds of the obligations provided herein or any other funds of the County which will cause such obligations to be "arbitrage bonds" subject to federal income taxation by reason of Section 103 (c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any rental F18 168 040034-0008-028-3674s 02/19/84 payments are unpaid, the County, with respect to such proceeds and such other funds, will comply with all requirements of such Section 103 (c) and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect. Section 5 . Maintenance, Utilities, Taxes and Assessments . During such time as the County is in possession of the Demised Premises and Project Phase I , all maintenance and repair, both ordinary and extraordinary, of Project Phase I shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of Project Phase I in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to Project Phase I and shall pay for or otherwise arrange for the payment of the costs of the repair and replacement of Project Phase I resulting from ordinary wear and tear or want of care on the part of the County or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to -be maintained with respect to Project Phase I . In exchange for the rentals herein provided, the Corporation agrees to provide only the Demised Premises and Project Phase I . The County shall also pay directly or pay to the Corporation as Additional Rental hereunder pursuant to F19 t 1.69 040034-0008-028-3674s 02/15/84 Section 3 (b) , such amounts, if any, in each year as shall be required by the Corporation for the payment of all license and registration fees and all taxes (including, without limitation, income, excise, license, franchise, capital stock, recording, sales, use, value-added, property, occupational, excess profits and stamp taxes) , levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Corporation or the Trustee for filing in a timely manner any returns, hereinafter levied or imposed against the Corporation or Project Phase I , the rentals and other payments required hereunder or any parts thereof or interests of the County or the Corporation or the Trustee therein by any governmental authority. The County waives the benefits of subsections 1 and 2 of section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of the County under the terms of this Lease. Section 6. Changes to Project Phase I . The County shall have the right during the term of this Lease to make alterations or improvements or attach fixtures, structures or signs to the Demised Premises or F20 t 7IVI 040034-0008-028-3674s 02/15/84 Project Phase I if said alterations, improvements, fixtures, structures and signs are necessary - or beneficial for the use of the Demised Premises or Project Phase I by the County, provided, however, that such actions by the County shall not materially adversely affect the value of Project Phase I . Upon termination of this Lease, the County may remove any fixture, structure or sign added by the County, but such removal shall be accomplished so as to leave Project Phase I , except for ordinary wear and tear, in substantially the same condition as it was in before the fixture, structure or sign was attached. Section 7. Fire, Extended Coverage and Earthquake Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, insurance against loss or damage to any structures constituting any part of Project Phase I by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance, and earthquake insurance (but as to such earthquake insurance only if such insurance is available on the open market from reputable insurance companies) , sprinkler system leakage insurance and boiler explosion insurance. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. 1'71 F21 040034-0008-028-3674s 02/15/84 Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of Project Phase I, excluding the cost of excavations, of grading and filling, and of the land (except that such earthquake insurance may be subject to a deductible clause of not to exceed ten per cent of said replacement cost for any one loss and except that such other insurance may be subject to deductible clauses for any one loss of not to exceed the lesser of $50, 000 or the amount in the Insurance Reserve Fund established pursuant to Section 4(d) ) , or, in the alternative, shall be in an amount and in a form sufficient (together with moneys in the Certificate Reserve Fund established under Section 4(c) hereof) , in the event of total or partial loss, to enable the Corporation to prepay all Certificates then outstanding. In the event of any damage to or destruction of any part of Project Phase I , caused by the perils covered by such insurance, the Corporation, except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of Project Phase I , and the Trustee shall - hold said proceeds separate and apart from all other funds, to the end that such proceeds shall be applied to the repair, reconstruction or replacement of Project Phase I to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be F22 040034-0008-028-3674s 02/19/84 172. accomplished by the use of said proceeds. The Trustee shall permit withdrawals of said proceeds from time to time upon receiving the Written Request of the Corporation, stating that the Corporation has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such moneys were expended, or such liabilities were incurred, in such reasonable detail as the Trustee may in its discretion require. Any balance of said proceeds not required for such repair, reconstruction or replacement shall be treated by the Trustee as Base Rental Payments and applied in the manner provided by Section 5. 01 of the Trust Agreement. Alternatively, the Corporation, at its option, with the written consent of the County, and if the proceeds of such insurance together with any other moneys then available for the purpose are at least sufficient to prepay an aggregate principal amount of outstanding Certificates equal to the amount of outstanding Certificates attributable to such structure (determined by reference to the proportion which the construction cost of such structure bears to the construction cost of all structures comprising Project Phase I ) , may elect not to repair, reconstruct or replace the damaged or destroyed portion of Project Phase I and thereupon shall cause said proceeds to be used for the prepayment of F23 040034-0008-028-3674s 02/15/84 i'« 173 outstanding Certificates pursuant to the provisions of the Trust Agreement. Section 8. Liability Insurance. Except as hereinafter provided, the County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, a standard comprehensive general liability insurance policy or policies in protection of the Corporation and its directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of the operation of Project Phase I , with minimum liability limits of $1, 000, 000 for personal injury or death of each person and $3, 000, 000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $200, 000 ( subject to a deductible clause of not to exceed $5, 000) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3, 000, 000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County. As an alternative to providing the insurance required by the first paragraph of this Section, the County, with the written consent of the Corporation, may provide a 040034-0008-028-3674s F24 02/15/'4, 1 ` r self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable protection to the Corporation, its directors, officers, agents and employees and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by counties in the State of California other than the County. Before another method or plan may be provided by the County, there shall be filed with the Trustee a certificate of an actuary, independent insurance consultant or other qualified person, stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford adequate protection to the Corporation, its directors, officers, agents and employees and the Trustee against loss and damage from the hazards and risks covered thereby. There shall also be filed a certificate of the Corporation setting forth the details of such substitute method or plan. Section 9 . Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be. maintained, throughout the term of this Lease, rental interruption or use and occupancy insurance to cover loss, total or partial, of the rental income from or the use of Project Phase I as the result of F25 040034-0008-028-3674s 02/15/84 l: r 175 any of the hazards covered by the insurance required by Section 7 hereof, in an amount sufficient to pay the part of the total rent hereunder attributable to the portion of Project Phase I rendered unusable (determined by reference to the proportion which the construction cost of such portion bears to the construction cost of Project Phase I ) for a period of at least two years, except that such insurance may be subject to a deductible clause of not to exceed one thousand dollars ( $1, 000) , and except that such insurance need be maintained as to the peril of earthquake only if such insurance is available on the open market from reputable insurance companies . Any proceeds of such insurance shall be used by the Trustee to reimburse to the County any rental theretofore paid by the County under this Lease attributable to such structure for a period of time during which the payment of rental under this Lease is abated, and any proceeds of such insurance not so used shall be applied as provided in Section 3(a) (to the extent required for the payment of Base Rental ) and in Section 3(b) (to the extent required for the payment of Additional Rental) . Section 10. Insurance Proceeds; Form of Policies. All policies of insurance required by Sections 7 and 9 hereof shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender' s loss payable endorsement substantially in accordance with the form approved by the Insurance Services Office and the California F26 040034-0008-028-3674s 02/15/84 1176 : Bankers Association. The Trustee shall collect, adjust and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in Sections 7 and 9 . All policies of insurance required by this Lease shall provide that the Trustee shall be given thirty (30) days notice of each expiration thereof or any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee . The County shall pay when due the premiums for all insurance policies required by this Lease, and shall promptly furnish evidence of such payments to the Corporation and the Trustee. The County will deliver to the Corporation and the Trustee in the month of August in each year a schedule, in such detail as the Trustee in its discretion may request, setting forth the insurance policies then in force pursuant to this Section, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby or the report of an actuary, independent insurance consultant or other qualified person as described in Section B. Delivery to the Trustee of the schedule of insurance policies under the provisions of this Section shall F27 040034-0008-028-3674s 02/15/84 try 7 QA not confer responsibility upon the Trustee as to the sufficiency of coverage or amounts of such policies. If so requested in writing by the Trustee, the County shall also deliver to the Trustee certificates or duplicate originals or certified copies of each insurance policy described in such schedule. Section 11 . Default. ( a) If the County shall fail to pay any rental payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence of this Lease, or the County shall fail to keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the County, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an "Event of Default" ) , the County shall be deemed to be in default hereunder and it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this. Lease. Upon any such default, the Corporation, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: ( 1) To terminate this Lease in the manner hereinafter provided on account of default by the County, notwithstanding any re-entry or re-letting of Project Phase I as hereinafter provided for in subparagraph (2 ) hereof, and to re-enter Project Phase I F28 040034-0008-028-3674s 02/15/84 and remove all persons in possession thereof and all personal property whatsoever situated upon Project Phase I and place such personal property in storage in any warehouse or other suitable place in the County of Contra Costa, State of California. In the event of such termination, the County agrees to surrender immediately possession of Project Phase I , without let or hindrance, and to pay the Corporation all damages recoverable at law that the Corporation may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon Project Phase I and removal or storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay rent or to deliver up possession of Project Phase I given pursuant to law nor any entry or re-entry by the Corporation nor any proceeding in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of Project Phase I nor the appointment of a receiver upon initiative of the Corporation to protect the Corporation' s interest under this •Lease shall of itself operate to terminate this Lease, and no termination of this Lease on account of default by the County shall be or become effective by operation of law or acts of the F29 040034-0008-028-3674s 02/15/84 p L , � � parties hereto, unless and until the Corporation shall have given written notice to the County of the election on the part of the Corporation to terminate this Lease and unless and until the insurer, if any, insuring payment of the principal and interest components represented by the Certificates shall have given its prior written consent thereto. The County covenants and agrees that no surrender of Project Phase I or of the remainder of the term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice. (2 ) Without terminating this Lease, (i ) to collect each installment of rent as it becomes due and enforce any other term or provision hereof to be kept or performed by the County and/or (ii) to exercise any and all rights of entry and re-entry upon Project Phase I . In the event the Corporation does not elect to terminate this Lease in the manner provided for in subparagraph ( 1 ) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, if Project Phase I is not re-let, to pay the full amount of the rent to the end of the term of this Lease or, in the event that Project Phase I is re-let, to pay any deficiency in rent tha= results therefrom; and further F30 040034-0008-028-3674s 02/15/84 ut 180 agrees to pay said rent and/or rent deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of rent hereunder (without acceleration) , notwithstanding the fact that the Corporation may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified and notwithstanding any entry or re-entry by the Corporation or suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of Project Phase 1 . Should the Corporation elect to re-enter as herein provided, the County hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the County to re-let Project Phase I , or any part thereof, from time to time, either in the Corporation' s name or otherwise, upon such terms and conditions and for such use and period as the Corporation may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon Project Phase I and to place such personal property in storage in any warehouse or other suitable place in the County of Contra Costa, State of California, for the account of and at the expense of the County, and the County hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising out of, in E31 040034-0008-028-3674s 02/15/84 1 8 1 connection with, or incident to any such re-entry upon and re-letting of Project Phase I and removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Corporation to re-let Project Phase I in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Corporation in effecting such re-letting shall constitute a surrender or termination of this Lease irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Lease shall -vest in the Corporation to be effected in the sole and exclusive manner provided for in subparagraph ( 1) hereof. The County further waives the right to rental obtained by the Corporation in excess of the rental herein specified and hereby conveys and releases such excess to the Corporation as compensation to the Corporation for its services in reletting Project Phase I or any part thereof. The County further agrees to pay the Corporation the cost of any alterations or additions to Project Phase I or any part thereof necessary to place Project Phase I or any F32 040034-0008-028-3674s 02/15/84 � , 182 part thereof in condition for re-letting immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of Project Phase I as herein provided and all claims for damages that may result from the destruction of or injury to Project Phase I and all claims for damages to or loss of any property belonging to the County, or any other person, that may be in or upon Project Phase I . Each and all of the remedies given to the Corporation hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Corporation to any or all other remedies . The term "re-let" or "re-letting" as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Corporation of Project Phase I . If any statute or rule of law validly shall limit the remedies given to the Corporation hereunder, the Corporation nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Corporation shall prevail in any action brought to enforce any of the terms and provisions of this Lease, the County agrees to pay a reasonable amount as and for attorney' s fees incurred by the Corporation in F33 040034-0008-026-3674s 02/15/84 ! 183 attempting to enforce any of the remedies available to the Corporation hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. (b) If (1) the County' s interest in this Lease or any part thereof be assigned or transferred without the written consent of the Corporation, either voluntarily or by operation of law or otherwise, or if (2 ) the County or any assignee shall file any petition or institute any proceeding under the Bankruptcy Act, either as such Act now exists or under any amendment thereof which may hereafter be enacted, or under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent or as a debtor or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County' s debts or obligations, or offers to the County' s creditors to effect a composition or extension of time to pay the County' s debts or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of the County' s debts, or for any other similar relief, or if any such petition or if any such proceedings of the same or similar kind or character be filed or be instituted or taken against the County, or if a receiver of the business or of the property or assets of the County shall be appointed by any F34 040034-0008-028-3674s 02/15/84 184 court, except a receiver appointed at the instance or request of the Corporation, or if the County shall make a general or any assignment for the benefit of the County' s creditors, or if (3 ) the County shall abandon or vacate any part of Project Phase I (except pursuant to Section 24 hereof) , then the County shall be deemed to be in default hereunder. (c) The Corporation shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Corporation shall have failed to perform such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by the County to the Corporation properly specifying wherein the Corporation has failed to perform any such obligation. Section 12 . Eminent Domain. If the whole of the Demised Premises and Project Phase I or so much thereof as to render the remainder unusable for the purposes for which it was used by the County shall be taken under the power of eminent domain, the term of this Lease shall cease as of the day that possession shall be so taken. If less than the whole of the Demised Premises and Project Phase I shall be taken under the power of eminent domain and the remainder is usable for the purposes for which it was used by the County at the time of such taking, then this Lease shall continue in full force and effect as to such E35 040034-0008-028-3674s 02/15/84 185 . remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Base Rental due hereunder in an amount equivalent to that proportion of the Base Rental due hereunder which the fair market value of the portion taken bears to the fair market value of the Demised Premises and Project Phase I as a whole. So long as any of the Certificates shall be outstanding (as such term is defined in the Trust Agreement) any award made in eminent domain proceedings for taking the Demised Premises and Project Phase I or any portion thereof shall be applied to the prepayment of Base Rental payments as provided in Section 13 hereof. Any such award made after all of the Certificates have been fully paid and retired shall be paid to the Corporation and to the County as their respective interests may appear. Section 13 . Prepayment. The County shall prepay on any date from insurance and eminent domain proceeds, to the extent provided in Sections 7, 9 and 12 hereof (provided, however, that in the event of partial damage to or destruction of Project Phase I , if in the judgment of the Corporation the insurance proceeds are sufficient to repair or rebuild Project Phase I , such proceeds shall be held by the Trustee and used to repair or rebuild Project Phase I , pursuant to the procedure set forth in Section 7 for proceeds of insurance) , and may at its F36 040034-0008-028-3674s 02/15/84 L . 186 option prepay from any source of available moneys for prepayment of Certificates on or after May 1, 1994, pursuant to Section 4. 01 of the Trust Agreement, all or any part (in an integral multiple of $5, 000) of the principal components of Base Rental payments then unpaid so that the aggregate semiannual amounts of principal components of Base Rental payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal components of Base Rental payments unpaid prior to the prepayment date, at a prepayment amount equal to the sum of the principal component prepaid plus accrued interest thereon to the date of prepayment, plus any applicable premium. Before making any prepayment pursuant to this Section, the County shall, within five (5) days following the event creating such obligation to prepay, give written notice to the Corporation describing such event and specifying the date on which the prepayment will be made, which date shall be not less than thirty (30) nor more than forty-five (45) days from the date such notice is given. Section 14. Right of Entry. The Corporation and its assignees shall have the right to enter the Demised Premises and Project Phase I during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected 37 040034-0008-028-3674s _ 02/15/84 187 with the Corporation' s or the County' s rights or obligations under this Lease, and (c) for all other lawful purposes. Section 15 . Liens. In the event the County shall at any time during the term of this Lease cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Demised Premises or Project Phase I , the County shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon or about the Demised Premises or Project Phase I and shall keep the Demised Premises and Project Phase I free of any and all mechanics' or materialmen' s liens or other liens against the Demised Premises or Project Phase I or the Corporation' s interest therein. In the event any such lien attaches to or is filed against the Demised Premises or Project Phase I or the Corporation' s interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the County shall F38 040034-0008-028-3674s 02/15/84 1 s g forthwith pay or cause to be paid and discharged such judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Corporation, its directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorney' s fees ) as a result of any such lien or claim of lien against the Demised Premises or Project Phase I or the Corporation' s interest therein. Section 16. Quiet Enjoyment. The parties hereto mutually covenant that the County, so long as it keeps and performs the covenants and agreements herein contained and is not in default hereunder, shall at all times during the term of this Lease peaceably and quietly, have, hold and enjoy the Demised Premises and Project Phase I without suit, trouble or hindrance from the Corporation. Section 17 . Corporation Not Liable. The Corporation and its directors, officers, agents and employees and the Trustee shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Demised Premises or Project Phase I . The County, to the extent permitted by law, shall indemnify and hold the Corporation and its directors, officers . agents and employees and the F39 189 040034-0008-028-3674s 02/15/84 Trustee harmless. from, and defend each of them against, any and all claims, liens and judgments for death of or injury to any person or damage to property whatsoever occurring in, on or about the Demised Premises or Project Phase I . Section 18. Assignment. Neither this Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Corporation, which, in the case of subletting, shall not be unreasonably withheld. No such mortgage, pledge, assignment, sublease or transfer shall in any event effect or reduce the obligation of the County to make the Base Rental and Additional Rental payments required hereunder. Section 19 . Title to Demised Premises and Project Phase I . Title to the Demised Premises and Project Phase I and all structural additions thereto shall remain in the Corporation during the term of this Lease, subject, in the case of the Demised Premises, to the terms and conditions of the Deed of Gift. Title to all fixtures added to Project Phase I pursuant to Section 6 of this Lease and to all personal property placed in or about Project Phase I by the County shall remain in the County. F40 040034-0008-028-3674s 02/15/84 L i 190 Upon the termination or expiration of this Lease (other than as provided in Sections 11 and 12 hereof) , title to Project Phase I shall vest in the County. Section 20. Abatement of Rental . The rental shall be abated proportionately, during any period in which by reason of any damage or destruction (other than by condemnation which is hereinbefore provided for) there is substantial interference with the use and occupancy of the Demised Premises and Project Phase I by the County, in the proportion in which the initial cost of that portion of the Demised Premises and Project Phase I rendered unusable bears to the initial cost of the whole of the Demised Premises and Project Phase I . Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Lease shall continue in full force and effect and the County waives any right to terminate this Lease by virtue of any such damage or destruction. Section 21 . Law Governing. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same may from time to time exist. Section 22 . Notices. All notices, statements, demands, consents, approvals, authorizations, c`fers, designations, requests or £41 040034-0008-028-3674s 02/15/84 191 91 other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the Corporation, addressed to the Corporation in care of the County Clerk and Clerk of the Board of Supervisors, County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553, or, if to the County, addressed to the County in care of County Clerk and Clerk of the Board of Supervisors, County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553 , in either case with a copy to the Trustee, or to such other addresses as the respective parties may from time to time designate by notice in writing. Section 23 . Validity and Severability. If for any reason this Lease or any part thereof shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Corporation or by the County, all of the remaining terms of this Lease shall nonetheless continue in full force and effect. If for any reason it is held by such a court that any of the covenants and conditions of the County hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Lease is and shall be deemed to be a lease from year to year under which F42 040034-0008-028-3674s 02/15/84 L�� 192 the rentals are to be paid by the County semiannually in consideration of the right of the County to possess, occupy and use the Demised Premises and Project Phase I , and all of the rental and other terms, provisions and conditions of this Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. Section 24. Purpose of Lease; Industrial Development Bond Covenant; Option to Purchase; Personal Property. The County covenants that during the term of this Lease, except as hereinafter provided, ( a) it will use, or cause the use of, the Demised Premises and Project Phase I for public purposes and for the purposes for which the Project Phase I facilities are customarily used, (b) it will not vacate or abandon Project Phase I or any part thereof, and (c) it will not .make any use of the Demised Premises and Project Phase I which would jeopardize in any way the insurance coverage required to be maintained pursuant to Sections 7, 8 and 9 hereof. The County further covenants that it will not use or permit the use of Project Phase I by any person not an "exempt person" within the meaning of Section 103(b) (3 ) of the Internal Revenue Code of 1954, as amended, or by an "exempt person" (including the County) in an "unrelated trade or business" within the meaning of Section 513(a) of said code, in such manner or to such extent as would result in the F43 040034-0008-028-3674s 02/15/84 193 , loss of exemption from federal income tax of the portion of the Base Rental payments designated as interest in this Lease under Section 103 of said code. The County shall have the option to purchase the Corporation' s interest in any part of the Demised Premises and Project Phase I upon payment of an option price equal to the aggregate amount for the entire remaining term of this Lease of the part of the total rent hereunder attributable to such part of Project Phase I (determined by reference to the proportion which the construction cost of such part of Project Phase I bears to the construction cost of all of Project Phase I ) . Any such payment shall be made to the Trustee and shall be treated as Rental Payments (as such term is defined in the Trust Agreement) , and shall be applied by the Trustee to pay the interest and principal components of the Certificates and to prepay Certificates on or after May 1, 1994, pursuant to the provisions of Section 4. 01 of the Trust Agreement. Upon the making of such payment to the Trustee, (a) the interest and principal components of each semiannual installment of Base Rental thereafter payable under this Lease shall be reduced by the amount thereof attributable to such part of Project Phase I and theretofore paid pursuant to this Section, (b) Section 20 and this Section of this Lease shall not thereafter be applicable to such part of Project Phase I , (c) the insurance required by Sections 7, 8 and 9 of this Lease need not be maintained as F44 040034-0008-028-3674s 02/19/84 194 to such part of Project Phase I , and (d) title to such part of Project Phase I and of the portion of the Demised Premises upon which such part of Project Phase I is located shall vest in the County and the term of this Lease shall end as to the portion of the Demised Premises upon which such part of Project Phase I is located and to such part of Project Phase I . The County, in its discretion, may request the Corporation to sell or exchange any personal property which may at any time constitute a part of Project Phase I , and to release said personal property from this Lease, if (a) in the opinion of the County the property so sold or exchanged is no longer required or useful in connection with the operation of Project Phase I , (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Corporation, exceed the amount of $50, 000, the Corporation shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant ( satisfactory to the Corporation) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of Project Phase I . In the event of any such sale, the full amount of the money consideration received for the personal property so sold and released shall be paid to t-'-=- Corporation. Any money so paid F45 040034-0008-028-3674s 02/15/84 r q-s to the Corporation may, so long as the County is not in default under any of the provisions of this Lease, be used upon the written request of the County to purchase personal property, which property shall become a part of Project Phase I leased hereunder. The Corporation may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. Section 25 . Waiver. Failure of the Corporation to take advantage of any default on the part of the County shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Lease be construed to waive or to lessen the right of the Corporation to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Corporation on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Lease. F46 040034-0008-028-3674s 02/15/84 196 Section 26. Net Lease. This Lease shall be deemed and construed to be a "net lease" and the County hereby agrees that the rents provided for herein shall be an absolute net return to the Corporation, free and clear of any expenses, charges or setoffs whatsoever. Section 27 . Restated and Amended 1982 Lease. The 1982 Lease is amended and completely restated in this Lease . Section 28 . Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease . Section 29 . Execution. This 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 Lease . It is also agreed that separate counterparts of this Lease may separately be executed by the Corporation and the County, all with the same force and effect as though the same counterpart had been executed by both the Corporation and the County. IN WITNESS WHEREOF, the Corporation and the County have caused this Lease to be executed by their respective F47 040034-0008-028-3674s 02/15/84 officers thereunto duly authorized, all as of the day and year first above written. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President [ SEAL] Attest: Secretary COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors [ SEAL] Attest: County Clerk and ex officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel F48 040034-0008-028-3674s 02/15/84 t 198 All that certain real property situated in the State of California, . County of Contra Costa, City of Martinez, described as follows (Parcels One through Five being the property commonly known as 30 Muir Road and Parcels Six and Seven being the property commonly known as 610 Court Street) : PARCEL ONES A portion of Parcels 010 , 92" and 03" ► as shown on the Parcel Map filed November 2, 1981 , in Book 98 of Parcel Maps, Page 12, .Contra Costa County Records, described as follows: Beginning on the easterly line of said Parcel 010 distant South 200 28' 450 West, 421 .82 feet from the northeasterly corner thereof; thence from said point of beginning South 20. 28' 45' West, along said easterly line , 229.37 feet; thence North 61. 00' 000 west, 342.25 feet to a point on the easterly line of Muir Road as shown on said Parcel Map, distant South 29. 00' 00' West, 70.93 feet from the southwesterly corner of said Parcel 02" ( 98 PM 12) ; thence along said easterly line as follows: North 29. 00' 00' East, 314.32 feet, Northeasterly along a curve to the right with a radius of 190 feet, through a central angle of 17. 48 ' 36• , an arc length of 59 .06 feet and northeasterly along a compound curve with a radius of 482.04 feet, through a central angle of 7. 14' 520 , an arc length of 60.97 feet; thence South 35. 56' 32' East leaving said easterly line, 79.24 feet; thence South 29. 00' 00" West, 34.97 feet; thence South 61. 00' 00" East, 86. 25 feet; thence South 29. 00' 000 West, 85. 23 feet; thence North 89. 00' 00' East, 22.70 feet; thence South 200 20 ' 45" West, 61.5 feet; thence South 39. 31 ' 15' East, 51 . 54 feet; thence South 690 31 ' 15' East, 21 .5 feet; thence North 800 281. 45" East, 26.66 feet to the point of beginning. RESERVING THEREFROM: 1. Two non-exclusive easements for ingress and egress as an appurtenance to the grantors remaining land to the south, over strips of land 22 feet in width the centerlines of which are described as follows : A) Beginning on the westerly line of Parcel One above distant North 29. 00' 000 East, 41.00 feet from the southwesterly corner thereof; thence from said point of beginning South 55° 17' 22" East, 45.22 feet ; thence South 61. 00' 000 East, 275.75 feet; thence South 200 28 ' 450 West, 36.91 feet to a point on the southerly line of Parcel One above distant North 61. 00' 00" West, 16.18 feet from the south- easterly corner thereof. Exhibit A (rev. ) Page 1 of 5 199 B) Commencing on the westerly line of Parcel One above distant North 29. 00' 00" East, 41 .00 feet from the southwesterly corner thereof ; thence from said point of commencement South 55. 171 22" East, 32.66 feet to the true point of beginning ; thence from said point of beginning South 29. 00' 00" west, 37.74 feet to a point on the southerly line of Parcel One above , which bears South 61. 001 -000 East 32.5 feet, from the southwesterly corner thereof. 2. Four non-exclusive easements for ingress and egress as an appurtenance to the grantors remaining land to the north described as follows : A) A strip of land 22 feet in width, the centerline of which is described as follows : Beginning on the westerly line of Parcel One above distant North 290 00 ' 00" East, 41 .00 feet from the southwesterly corner thereof ; thence from said point of beginning South 55" 17' 22" East, 32. 66 feet; thence North 29" 00 ' 00" East, 70.75 feet; thence South 61. 00 , 00" East, 204.435 feet to a point hereinafter referred to as Point "A thence continuing South 61. 00' 00" East, 57.865 feet to a point hereinafter referred to as Point "B" . B) A strip of land 18 feet in width, the centerline of which is described as follows : Beginning at Point "A" referred to above ; thence North 200 .28 ' 45" East, 119.74 feet to the southerly terminus of the line described as "South 20. 28 ' 45" West, 61 .5 feet" in Parcel One above ; thence continuing North 20. 28 ' 45" East, along said line , 51 . 54 feet ; thence North 29" 00 ' 00" East, 67.72 feet. EXCEPTING THEREFROM: That portion of the above described 18 feet in width strip lying outside the boundaries of Parcel One above . C) A strip of land 18 feet in width, the centerline of which is described as follows : Begining at point "B" referred to above; thence North 20" 28 ' 45" East, 101 .62 feet to a point on the line described as "South 69" 31 ' 15" East, 21 .5 feet" in Parcel One above , distant thereon North 690 31 ' 15" West, 9.00 feet from the easterly terminus thereof. D) A strip of land 22 feet in width the centerline of which is described as follows : Exhibit A(rev. ) Page 2 of 5 L . 200 Beginning on the line described as •North 29. 00' 00" East, 314.32 feet", in Parcel One above distant thereon South 29. 00' 00" West, 39.00 feet from the northerly terminus thereof; thence from said point of beginning South 61. 00' 00" East, 56.5 feet; thence North 29. 00' 00" East, 66.66 feet; thence northeasterly along a tangent curve to the right, with a radius of 161.34 feet, through a central angle of 25. 03' 28" , an arc distance of 70.56 feet to a point on the line described as "South 35. 56" 32" East, 79.24 feet" in Parcel One above. PARCEL TWO: A non-exclusive easement for ingress and egress as an appurtenance to Parcel One above, over a strip of land 22 feet in width, the center line of which is described as follows: Beginning on the northerly line of Parcel 01" as shown on the Parcel Map filed November 2, 1981 , in Book 98 of Parcel Maps, Page 12, Contra Costa County Records, distant thereon westerly along the arc of a curve to the left with a radius of 370.03 feet, through a central angle of 4. 04' 090 , an arc*distance of 26.28 feet, from the northeasterly corner thereof; thence from said point of beginning , South 2" 34' 44" West, 30.28 feet and South 20" 28 ' 45" West, 200 . 11 feet. PARCEL THREE: A non-exclusive easement for ingress and egress as an appurtenance to Parcel One above, over a strip of land 22 feet in width the centerline of which is described as follows : Commencing on the line described as "North 29" 00' 00" East, 314 .32 feet" , in Parcel One above distant thereon South 290 00' 00' West, 39.00 feet from the northerly terminus thereof; thence from said point of commencement South 61. 00' 00" East, 56.5 feet; thence North 29. 00' 00" East, 66.66 feet; thence northeasterly along a tangent curve to the right, with a radius of 161 . 34 feet, through a central angle of 25. 03' 28" , an arc distance of 70.56 feet to a point on the line described as "South 35. 56" 32" East, 79. 24 feet' in Parcel One above , being the true point of beginning ; thence from said point of beginning easterly along a compound curve with a radius of 437. 54 feet, through a central angle of lee 12' 280 , an arc distance of 139.04 feet; thence along a compound curve with a radius of 325. 53 feet, through a central angle of 19" 29' 590 , an arc distance of 110.80 feet, to a point on the centerline of Parcel Two above , which bears North 20. 28 ' 45" East, 185. 11 feet from the southerly terminus thereof. Exhibit A(rev. ) Page 3 of 5 201 PARCEL FOUR: A non-exclusive easement for ingress and egress as an appurtenance to Parcel One above, over a strip of land 18 feet in width, the centerline of which is described as follows : Beginning at the southerly terminus of Parcel Two above; thence from said point of beginning southwesterly along a curve to the, right with a radius of 44 feet, the tangent of which bears North 20. 28 ' 45" East, through a central angle of 68. 31 . 150 , an arc distance of 52.62 feet; thence South 89. 00' 00' West, 37.96 feet ; thence South 29. 00' 00' West, 67.72 feet to a point on the line described as "South 20. 28 ' 45' West, 61.5 feet• in Parcel One above , distant North 20. 28 ' 45' East, 51 .54 feet from the southerly terminus thereof; thence South 20. 28' 4S' West along said line , 51 .54 feet. EXCEPTING THEREFROM: That portion thereof lying within Parcel One above . PARCEL FIVE: A non-exclusive easement for ingress and egress as an appurtenance to Parcel One above , over a strip of land 18 feet in width , the centerline of which is described as follows : Beginning at the southerly terminus of Parcel Two above ; thence from said point of beginning along a curve to the right with a radius of 44 feet, the tangent of which bears Noith 20" 28 ' 45" East , through a central angle of 35. 13 ' 150 , an arc distance of 27. 05 feet ; thence along a reverse curve with a radius of 44 feet, through a central angle of 350 13' 15' , an arc distance of 27. 05 feet ; thence South 200 28' 45" West, 148. 31 feet to a point on the line described as 'South 69' 31 ' 15" East, 21 . 5 feet" in Parcel One above , distant North 690 31 ' 15" West, 9. 00 feet from the easterly terminus thereof. Exhibit A(rev. ) Page 4 of 5 202 PARCEL SIX: Portion of Block 329 of the Additional Survey of the Town of Martinez, as per maps thereof on file in the office of the Recorder of the County of Contra Costa , described as follows: Beginning at the most northerly corner of Block 329 , said point being the intersection of the south line of Escobar Street with the west line of Court Street; thence from said point of beginning southerly along the west line of Court Street, 90 feet; thence westerly and parallel with the south line of Escobar Street, 41 feet; thence northerly and parallel with the west line of said Court Street , 90 feet, more or less, to the south line of Escobar Street ; thence easterly along the south line of said Escobar Street; 41 feet to the point of beginning . PARCEL SEVEN: Right of way embodied in the deed to Angie C. Bassi , as an appurtenance to Parcel Six above , recorded September 2, 1926 , Book 48 , Official Records , page 393 , over that parcel of land described as follows : Beginning at a point on the west line of Court Street, distant thereon , 90 feet southerly from the south line of Escobar Street ; thence from said point of beginning southerly along said west line of Court Steet, 8 feet; thence westerly and parallel with the south line of Escobar Street , 41 feet; thence northerly and parallel with said west line of Court Street, 8 feet; thence easterly and parallel with the said south line of Escobar Street, 41 feet to the point of beginning. Exhibit A (rev. ) 201 Page 5 of 5 EXHIBIT B Rental Payment Schedule Amount Amount Base Rental Total Base Attributable Attributable Payment Dates( 1 ) Rental Payment to Principal to Interest October 15, 1984 $ $ 0 $ April 15, 1965 October 15, 1985 April 15, 1986 October 15, 1986 April 15, 1987 October 15, 1987 April 15, 1988 October 15, 1988 April 15 , 1989 October 15, 1989 April 15, 1990 October 15, 1990 April 15, 1991 October 15, 1991 April 15, 1992 October 15, 1992 April 15, 1993 October 15, 1993 April 15, 1994 October 15, 1994 April 15, 1995 October 15, 1995 April 15, 1996 October 15, 1996 April 15, 1997 (1) Due date is the first day of the following month. B-1 040034-0008-028-3674s 01/31/84 - t i State of California ) ss. County of Contra Costa ) On this day of April, in the year 1984, before me, a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be the President, and , known to me to be the Secretary, of CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California My commission expires: [Notarial Seal ] v • � r State of California ) ss. County of Contra Costa ) On this day of April, in the year 1984, before me, , a Deputy Clerk of the County of Contra Costa, State of California, duly commissioned and sworn, personally appeared , known to me to be the Chairman of the Board of Supervisors, and , known to me to be the County Clerk and Ex-officio Clerk of the Board of Supervisors, of the County of Contra Costa, the county that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said political subdivision therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Contra Costa. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Deputy Clerk County of Contra Costa ( Seal] a �� CCd-8 3680s i 2-15-84 Draft (3rd Draft) 1 TRUST AGREEMENT by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of April 1, 1984 RELATING TO $_, 000, 000 1984 CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT I (610 Court Street and 30 Muir Road Office Buildings) �O r I TABLE OF CONTENTS Page PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1 . 01 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 1 . 02 . Equal Security . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 . 01 . Preparation of Certificates . . . . . . . . . . . . . 14 SECTION 2 . 02 . Denominations, Medium, Method and Place of Payment and Dating of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SECTION 2 . 03 . Payment Dates of Certificates . . . . . . . . . . . 15 SECTION 2 . 04. Form of Certificates . . . . . . . . . . . . . . . . . . . . 17 SECTION 2. 05. Execution of Certificates . . . . . . . . . . . . . . . 27 SECTION 2 . 06. Transfer and Payment of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 27 SECTION 2 . 07 . Certificate Registration Books . . . . . . . . . . 28 SECTION 2 . 08. Temporary Certificates . . . . . . . . . . . . . . . . . . 28 SECTION 2 . 09 . Certificates Mutilated, Lost, Destroyed or Stolen . . . . . . . . . . . . . . . . . . . 29 ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 .01. Delivery of Certificates . . . . . . . . . . . . . . . . 30 SECTION 3 . 02 . Deposit of Proceeds of Certificates and Other Moneys . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 3 .03 . Use of Moneys in the Refunding Expenses Fund . . . . . . . . . . . . . . . . . . . . . . . . . 33 i t►i 207 f Pte_ ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4. 01 . Terms of Prepayment . . . . . . . . . . . . . . . . . . . . . 35 SECTION 4. 02 . Selection of Certificates for Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 4. 03 . Notice of Prepayment . . . . . . . . . . . . . . . . . . . . 37 SECTION 4.04 . Partial Prepayment of Certificates . . . . . . 38 SECTION 4. 05 . Effect of Prepayment . . . . . . . . . . . . . . . . . . . . 39 ARTICLE V RENTAL PAYMENTS SECTION 5 . 01 . Pledge of Base Rental Payments; Base Rental Payment Fund . . . . . . . . . . . . . . 39 SECTION 5 . 02 . Deposit of Base Rental Payments . . . . . . . . . 40 ( a) Interest Fund . . . . . . . . . . . . . . . . . . . . . . . 40 (b) Principal Fund 41 ( c) Prepayment Fund . . . . . . . . . . . . . . . . . . . . . 41 SECTION 5 .03 Trust Administration Fund . . . . . . . . . . . . . . . 42 ARTICLE VI COVENANTS SECTION 6. 01 . Compliance with Trust Agreement . . . . . . . . . 43 SECTION 6. 02 . Compliance with or Amendment of Facility Lease . . . . . . . . . . . . . . . . . . . . . . . . 43 SECTION 6. 03 . Observance of Laws and Regulations . . . . . . 44 SECTION 6. 04. Other Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 SECTION 6 . 05 . Prosecution and Defense of Suits . . . . . . . . 46 SECTION 6. 06. Accounting Records and Statements . . . . . . . 47 SECTION 6.07 . Recordation and Filing . . . . . . . . . . . . . . . . . . 48 SECTION 6. 08. Further Assurances . . . . . . . . . . . . . . . . . . . . . . 48 ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7 . 01 . Action on Default . . . . . . . . . . . . . . . . . . . . . . . 49 SECTION 7 . 02 . Other Remedies of the Trustee . . . . . . . . . . . 50 SECTION 7 . 03 . Non-Waiver SO SECTION 7 .04. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . 51 SECTION 7 . 05. No Liability by the Corporation to the Owners . . . . . . . . . . . . . . . . . . . 51 SECTION 7 .06. No Liability by the County to the Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 SECTION 7. 07 . No Liability by the Trustee to the Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 ii �i 208 Page ARTICLE VIII THE TRUSTEE SECTION 8. 01 . Employment of the Trustee . . . . . . . . . . . . . . . 53 SECTION 8. 02 . Duties, Removal and Resignation of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 53 SECTION 8. 03 . Compensation and Indemnification of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 54 SECTION 8. 04. Protection of the Trustee . . . . . . . . . . . . . . . 56 ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 . 01 . Amendment or Supplement by Consent of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 9 . 02 . Disqualified Certificates . . . . . . . . . . . . . . . 60 SECTION 9 . 03 . Endorsement or Replacement of Certificates After Amendment or Supplement . . . . . . . . . . . . . . . . . . . . . . . . . 61 SECTION 9 . 04. Amendment by Mutual Consent . . . . . . . . . . . . . 61 ARTICLE X DEFEASANCE SECTION 10. 01 . Discharge of Certificates and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . 62 SECTION 10. 02 . Unclaimed Moneys . . . . . . . . . . . . . . . . . . . . . . . . 63 ARTICLE XI MISCELLANEOUS SECTION 11 . 01 . Benefits of Trust Agreement Limited to Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 SECTION 11 . 02 . Successor Deemed Included in all References to Predecessor . . . . . . . . . . . . . 64 SECTION 11 . 03 . Execution of Documents by Owners . . . . . . . . 65 SECTION 11 .04. Waiver of Personal Liability . . . . . . . . . . . . 66 SECTION 11 . 05 . Acquisition of Certificates by County . . . 66 SECTION 11 . 06. Content of Certificates . . . . . . . . . . . . . . . . . 66 SECTION 11. 07 . Publication for Successive Weeks . . . . . . . . 67 SECTION 11 . 08. Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 SECTION 11 . 09 . Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 4. • 209 Page SECTION 11 . 10. Article and Section Headings, Gender and References . . . . . . . . . . . . . . . . . 69 SECTION 11 . 11 . Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . 70 SECTION 11 . 12 . California Law . . . . . . . . . . . . . . . . . . . . . . . . . . 71 SECTION 11 . 13 . Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 SECTION 11 . 14. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 71 SECTION 11 . 15 . Execution in Counterparts . . . . . . . . . . . . . . . 71 EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 iv {�� 210 TRUST AGREEMENT This TRUST AGREEMENT, made and entered into as of April 1, 1984, by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America (the "Trustee" ) , CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation" ) , and 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" ) ; W I T N E S S E T H: WHEREAS, the Corporation and the County have previously entered into a facility lease, entitled "Facility Lease (Project Phase I ) " and dated as of May 1, 1982 (the "1982 Lease" ) , which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59391; and WHEREAS, the Corporation has issued its Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A in the principal amount of $4, 500, 000 (the "1982 Bonds" ) for the purpose of financing the acquisition for the use of the County of two office buildings located at 610 Court Street, Martinez, California, and at 30 Muir Road, Martinez, California ( said two office buildings being herein called "Project Phase I" ) ; WHEREAS, the Corporation and the County have determined that it would be in the best interest of the Corporation, the County and the residents of the County to defease the 1982 Bonds through the sale and delivery of certificates of participation evidencing a fractional undivided interest in certain base rental payments to be made pursuant to the hereinafter referred to Facility Lease; WHEREAS, the Corporation and the County have entered :into an agreement, entitled "Amended and Restated Facility Lease (Project Phase I ) " and dated as of the date hereof (the "Facility Lease" ) , which amends the 1982 Lease and restates the 1982 Lease as amended. WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Corporation for the lease of Project Phase I ; and WHEREAS, all rights to receive such base rental payments have been assigned without recourse by the Corporation to the Trustee pursuant to an agreement, entitled "Assignment Agreement" and dated as of April 1, 1984 (the "Assignment Agreement" ) ; and WHEREAS, in consideration of such assignment and the execution of this Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation in an amount equal to the aggregate principal components of such 2 040034-0008-028-3680s 02/15/84 212 base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Trust Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Trust Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1 . 01 . Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Certificates 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: 3 040034-0008-028-3680s 02/15/84 213 Additional Rental Payments The term "Additional Rental Payments" means the additional rental payments payable by the County under and pursuant to Section 3 (b) of the Facility Lease. Assignment Agreement The term "Assignment Agreement" means that certain Assignment Agreement by and between the Corporation and the Trustee, dated as of April 1, 1984. Base Rental Payments The term "Base Rental Payments" means the base rental payments with interest components and principal components payable by the County under and pursuant to Section 3 (a) of the Facility Lease. Base Rental Payment Fund The term "Base Rental Payment Fund" means the fund by that name established in Section 5 . 01 . Certificate of the Corporation The term "Certificate of the Corporation" means a certificate signed by the President or a Vice President of the Corporation and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. If and to the extent required by the provisions of Section 11 . 06, each Certificate of the Corporation shall include the statements provided for in Section 11.06. 4 040034-0008-028-3680s 02/15/84 214 Certificate of the County The term "Certificate of the County" means an instrument in writing signed by the County Administrator of the County, or by the Assistant County Administrator-Finance, or by a Deputy County Administrator, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose, with the seal of the County affixed. If and to the extent required by the provisions of Section 11 . 06, each Certificate of the County shall include the statements provided for in Section 11 . 06. Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant hereto. Certificates of Participation Purchase Contract The term "Certificates of Participation Purchase Contract" means that certain Certificates of Participation Purchase Contract, dated as of April 1, 1984, by and among the Purchasers, the Trustee and the County relating to $ 1984 Certificates of Participation, Capital Project I (610 Court Street and 30 Muir Road Office Buildings) . Corporation The term "Corporation" means the Contra Costa County Public Facilities Corporation, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State of California. 5 040034-0008-028-3680s 02/19/8 . 215 County The term "County" means the political subdivision of the State of California known as the County of Contra Costa, as the same is organized and existing under and by virtue of the Constitution and laws of the State of California. Deed of Gift The term "Deed of Gift" means the deed, dated as of May 1, 1982 and entitled "Deed of Gift (Project Phase I ) " from the Corporation, as grantor, to the County, as grantee, which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59390, as amended by that agreement, entitled "Agreement Amending Deed of Gift (Project Phase I ) " and dated as of April 1, 1984, between the Corporation and the County. Demised Premises The term "Demised Premises" means the real property described in Exhibit A to the Facility Lease. Escrow Agreement The term "Escrow Agreement" means the agreement, dated as of April 1, 1984 and entitled "Escrow Agreement, " entered into between the Corporation and the 1982 Trustee. Facility Lease The term "Facility Lease" means that certain lease, entitled "Amended and Restated Facility Lease (Project Phase I ) , " by and between the Corporation and the County, 6 040034-0008-028-3680s 02/19/84 216, dated as of April 1, 1984, which was recorded in the office of the County Recorder of the County of Contra Costa on April 1984 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. Financial Newspaper The term "Financial Newspaper" means The Wall Street Journal or The Bond Buyer, or any other newspaper or journal publishing financial news and selected by the Trustee that is printed in the English language, is customarily published on each business day and is circulated in San Francisco, California. Interest Fund The term "Interest Fund" means the fund by that name established in Section 5 . 02 . 1982 Bonds The term "1982 Bonds" means the Contra Costa County Public Facilities Corporation Bonds (Project 1 ) , Series A, in the original aggregate principal amount of $4, 500, 000, issued by the Corporation pursuant to the 1982 Indenture. 1982 Indenture The term "1982 Indenture" means the indenture, dated as of May 1, 1982, between the Corporation and the 1982 Trustee, which was recorded in the Office of the County 7 040034-0008-028-3680s 02/15/84 217 Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59392 . 1982 Lease The term "1982 Lease" means the lease, dated as of May 1, 1982 and entitled "Facility Lease (Project Phase I ) , " between the Corporation, as lessor, and the County, as lessee, which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial No. 82-59391, and which was amended and restated by the Facility Lease . 1982 Trustee The term "1982 Trustee" means Bank of America National Trust and Savings Association, as trustee under the 1982 Indenture, its successors and assigns, and any other corporation or association which may at any time be substituted in its place . Opinion of Counsel The term "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the County or the Corporation and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval ) . Outstanding The term "Outstanding, " when used as of any particular time with reference to Certificates, means 040034-0008-028-3680s 8 02/15/84 218 ( subject to the provisions of Section 9. 02 ) all Certificates except -- (1 ) Certificates cancelled by the Trustee or delivered to the Trustee for cancellation; (2 ) Certificates paid or deemed to have been paid within the meaning of Section 10. 01; and (3 ) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2 . 09 . Owner The term "Owner" means any person who shall be the registered owner of any Outstanding Certificate. Payment Date The term "Payment Date" means that May 1 or November 1 during the period beginning on November 1, 1984 and terminating on May 1, 1997 to which reference is made. Permitted Investments The term "Permitted Investments" means any of the following to the extent then permitted by the general laws of the State of California applicable to investments by counties (provided that any moneys invested in any of the investments specified in clauses (3) or (4) below shall be secured at all times by collateral security, of a market value of no less than the amount of such moneys so invested, of such types and in such manner as is required by law to secure deposits of funds of the County) : 9 040034-0008-028-3680s 02/15/84 219 ( 1) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest; (2 ) Obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board or the Tennessee Valley Authority, or obligations, participations or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association, or guaranteed portions of Small Business Administration notes, or obligations, participations, or other instruments of or issued by a federal agency or a United States government-sponsored enterprise; (3 ) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank, including the Trustee, or a state or national savings and loan association which are readily marketable with nationally recognized investment institutions; and (4) Investments in repurchase agreements or reverse repurchase agreements of any securities described by this definition; provided that for purposes of this definition the term "repurchase agreement" means a purchase of securities by the Trustee pursuant to an agreement by which the seller will repurchase such 10 040034-0008-028-3680s 02/16/84 220 20 securities on or before a specified date and for a specified amount, and the term "reverse repurchase agreement" means a sale of securities by the Trustee pursuant to an agreement by which the Trustee will repurchase such securities on or before a specified date and for a specified amount. Prepayment Fund The term "Prepayment Fund" means the fund by that name established in Section 5 . 02 . Principal Fund The term "Principal Fund" means the fund by that name established in Section 5 . 02 . Project Phase I or Capital Project I The terms "Project Phase I" and "Capital Project I" mean the office buildings generally known as 610 Court Street, Martinez, California, and 30 Muir Road, Martinez, California, to house offices and facilities of the County, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities, located on the Demised Premises, and leased by the Corporation to the County pursuant to the Facility Lease. Purchasers The term "Purchasers" means Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc. as underwriters and purchasers of the 11 040034-0008-028-3680s 02/19/84 221 Certificates pursuant to the Certificates of Participation Purchase Contract. Refunding Expenses Fund The term "Refunding Expenses Fund" means the fund by that name established in Section 3 . 02 . Rental Payments The term "Rental Payments" means the Base Rental Payments and the Additional Rental Payments. Trust Administration Fund The term "Trust Administration Fund" means the fund by that name established in Section 5 . 03 . Trust Agreement The term "Trust Agreement" means this Trust Agreement by and among the Trustee, the Corporation and the County, dated as of April 1, 1984, as originally executed and as it may from time to time be amended or supplemented in accordance herewith. Trustee The term "Trustee" means Bank of America National Trust and Savings Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America and having a principal corporate trust office in San Francisco, California, or any other bank or trust company which may at any time be substituted in its place as provided in Section 8.02 . 12 040034-0008-028-3680s 02/15/84 11 ..222. Written Request of the County The term "Written Request of the County" means an instrument in writing signed by the County Administrator of the County or by the Assistant County Administrator-Finance of the County, or by a Deputy County Administrator of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose, with the seal of the County affixed. Written Request of the Corporation The term "Written Request of the Corporation" means an instrument in writing signed by or on behalf of the Corporation by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary or by any two persons (whether or not ' officers of the Corporation) who are specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. SECTION 1 . 02 . Equal Security. In consideration of the acceptance of the Certificates by the Owners, the Trust Agreement shall be deemed to be and shall constitute a contract between the Trustee and the Owners to secure the full and final payment of the interest and principal represented by the Certificates which may be executed and delivered hereunder, subject to the agreements, conditions, covenants and terms contained herein; and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Trustee shall 13 040034-0008-028-3680s 02/15/84 ,_ 223 be for the equal and proportionate benefit, protection and security of all Owners without distinction, preference or priority as to security or otherwise of any Certificates over any other Certificates by reason of the number or date thereof or the time of execution or. delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 . 01 . Preparation of Certificates. The Trustee is hereby authorized to prepare the Certificates in the aggregate principal amount of million hundred thousand dollars ($ ) , representing the aggregate principal components of the Base Rental Payments and each evidencing and representing a fractional undivided interest in the Base Rental Payments. SECTION 2 . 02 . Denominations, Medium, Method and Place of Payment and Dating of Certificates. The Certificates shall be prepared in the form of fully registered Certificates in the denomination of five thousand dollars ($5, 000) each or any integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one principal payment date. The Certificates shall be payable in lawful money of the United States of America. 14 040034-0008-028-3680s 02/15/84 224 24 The interest represented by the Certificates shall be payable by check or draft mailed by the Trustee to the respective Owners of the Certificates at their addresses shown on the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07 . The principal represented by the Certificates shall be payable upon surrender thereof on their payment dates or on prepayment prior thereto at the principal corporate trust office of the Trustee in San Francisco, California. The Certificates shall be dated the Payment Date next preceding the date of delivery thereof by the Trustee, unless such date of delivery is a Payment Date, in which case they shall be dated such Payment Date, or unless such date of delivery is prior to November 1, 1984, in which case they shall be dated April 1, 1984. SECTION 2 . 03 . Payment Dates of Certificates. The principal represented by the Certificates shall be payable on May 1 and November 1 in the years and in the amounts, with an interest component with respect thereto at the rates, as follows: 15 040034-0008-028-3680s 02/15/84 225 Principal Interest Payment Date Amount Component May 1, 1985 $ % November 1, 1985 May 1 , 1986 November 1, 1986 May 1, 1987 November 1, 1987 May 1, 1988 November 1, 1988 May 1, 1989 November 1, 1989 May 1, 1990 November 1, 1990 May 1, 1991 November 1, 1991 May 1, 1992 November 1, 1992 May 1, 1993 November 1, 1993 May 1, 1994 November 1, 1994 May 1, 1995 November 1, 1995 May 1, 1996 November 1, 1996 May 1, 1997 The interest represented by the Certificates shall be payable from their date on May 1 and November 1 of each year, beginning on the May 1 or November 1 following their date and continuing to and including their Payment Dates or on prepayment prior thereto, and shall represent the sum of the portions of the Base Rental Payments designated as interest components coming due on the Payment Dates in each year. The principal represented by the Certificates shall be payable on May 1 and November 1 of each year, beginning on May 1, 1985 and continuing to and including May 1, 1997, and 16 040034-0008-028-3680s 02/15/84 221 shall represent the sum of the portions of the Base Rental Payments designated as principal components coming due on the Payment Dates in each year. SECTION 2 .04. Form of Certificates. The Certificates and the assignment to appear thereon shall be in substantially the following forms, respectively, with necessary or appropriate insertions, omissions and variations as permitted or required hereby, including placement of a portion of the form of the Certificate on the reverse side thereof (provided that on the face of each Certificate, at the place where the portion on the reverse side appears in the form set forth below, there shall be inserted the following sentence: "THE TERMS AND PROVISIONS OF THIS CERTIFICATE ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. " ) : 17 040034-0008-028-3680s 02/15/84 22 [FORM OF CERTIFICATE OF PARTICIPATION] No. $ 1984 CERTIFICATE OF PARTICIPATION Evidencing and Representing A Fractional Undivided Interest of the Owner Hereof in Base Rental Payments to be Made by the COUNTY OF CONTRA COSTA to CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION FOR CAPITAL PROJECT I (610 Court Street and 30 Muir Road Office Buildings) Certificate Interest Rate Payment Date Dated as of CUSIP No. 19 THIS IS TO CERTIFY that , the registered owner of this Certificate of Participation (the "Certificate" ) , is the owner of a fractional undivided interest in the rights to receive certain Base Rental Payments ( as that term is defined in the Trust Agreement hereinafter mentioned) under and pursuant to that certain Amended and Restated Facility Lease (Project Phase I ) (the "Facility Lease" ) dated as of April 1, 1984, by and between Contra Costa County Public Facilities Corporation (the "Corporation" ) , a nonprofit public benefit corporation duly 18 040034-00081-028-3680s 02/15/84,%, 228 organized and existing under and by virtue of the laws of the State of California, and the County of Contra Costa (the "County" ) , a political subdivision organized and existing under and by virtue of the laws of the State of California, all of which rights to receive such Base Rental Payments having been assigned without recourse by the Corporation to Bank of America National Trust and Savings Association, as trustee (the "Trustee" ) , a national banking association duly organized and existing under and by virtue of the laws of the State of California and having a principal corporate trust office in San Francisco, California. The registered owner of this Certificate is entitled to receive, subject to the terms of the Facility Lease and any right of prepayment prior thereto hereinafter provided for, on the certificate payment date set forth above (the "Certificate Payment Date" ) , upon surrender of this Certificate on the Certificate Payment Date or on the date of prepayment prior thereto at the principal corporate trust office of the Trustee in San Francisco, California, the principal sum of THOUSAND DOLLARS representing the registered owner' s fractional undivided share of the Base Rental Payments designated as principal components coming due on the Certificate Payment Date, and to receive from the date hereof (which date shall be the interest payment date next preceding the date of delivery 19 040034-0008-028-3680s 02/15/84 229 hereof by the Trustee, unless such date of delivery is an interest payment date, in which case the date hereof shall be such interest payment date, or unless such date of delivery is prior to November 1, 1984, in which case the date hereof shall be April 1, 1984) on May 1 and November 1 of each year •to and including the Certificate Payment Date or the date of prepayment prior thereto, whichever is earlier, by check or draft mailed to the registered owner on such dates, the registered owner' s fractional undivided share of the Base Rental Payments designated as interest components coming due on such dates . Such fractional undivided share designated as interest components is the result of the multiplication of the aforesaid portion of the Base Rental Payments designated as principal components coming due on the Certificate Payment Date by the interest rate per annum stated above. All such amounts are payable in lawful money of the United States of America. This Certificate has been executed by the Trustee pursuant to the terms of a Trust Agreement (the "Trust Agreement" ) by and among the Trustee, the Corporation and the County, dated as of April 1, 1984. Copies of the Trust Agreement are on file at the principal corporate trust office of the Trustee in San Francisco, California, and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms securing 20 040034-0008-028-3680s 02/15/84 -230 the Certificates, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and terms, for the rights and remedies of the registered owners of the Certificates with respect thereto and for the other agreements, conditions, covenants and terms upon which the Certificates are executed and delivered thereunder. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended or supplemented by the parties thereto, but no such amendment or supplement shall ( 1 ) extend the fixed payment date of this Certificate or reduce the rate of interest represented hereby or extend the time of payment of such interest or reduce the amount of principal represented hereby without the prior written consent of the registered owner hereof, or (2 ) reduce the percentage of owners of Certificates whose consent is required for the execution of any amendment of or supplement to the Trust Agreement, or (3 ) modify any rights or obligations of the Trustee without its prior written consent thereto, or (4) amend Section 9 . 01 of the Trust Agreement without the prior written consent of the owners of all Certificates then outstanding. This Certificate is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the principal corporate trust office of the Trustee in San Francisco, California, but only in the manner, 21 040034-0008-028-3680s 02/15/84 231 subject to the limitations and upon payment of the charges provided in the Trust Agreement, and upon surrender of this Certificate for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Upon such transfer, a new Certificate or Certificates of the same Certificate Payment Date representing the same principal amount will be issued to the transferee in exchange herefor. The Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by this Certificate shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability represented by this Certificate to the extent of the sum or sums so paid. The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in denominations of five thousand dollars ($5, 000) each or any integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The Certificates are subject to prepayment on any date prior to their respective Certificate Payment Dates, as a whole, or in part by lot within each Certificate Payment 22 040034-0008-028-3680s 02/16/84k 232, Date so that the aggregate semiannual amounts of principal represented by the Certificates which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal represented by the Certificates unpaid just prior to said prepayment date, from prepaid Base Rental Payments made by the County from funds received by the County due to a casualty loss or governmental taking of the Demised Premises and Project Phase I ( as those terms are defined in the Trust Agreement) or portions thereof by eminent domain proceedings, under the circumstances and upon the conditions and terms prescribed in the Trust Agreement and in the Facility Lease, at a prepayment amount equal to the sum of the principal component represented thereby plus accrued interest represented thereby to the date fixed for prepayment. The Certificates payable on or before May 1, 1994 shall not otherwise be subject to prepayment before their respective stated Certificate Payment Dates. Certificates payable on or after November 1, 1994 shall also be subject to prepayment prior to their respective stated Certificate Payment Dates, at the option of the County, as a whole, or in part in amounts payable on each Certificate Payment Date as nearly proportional as practicable to the principal amount payable at such Certificate Payment Date and by lot within any such Certificate Payment Date if less than all of the Certificates payable on such Certificate Payment Date be 040034-0008-028-3680s 23 02/15/84 233 prepaid, from any source of available funds, on any Certificate Payment Date on on after May 1, 1994, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium of one-fourth of one per cent (1/4 of 1%) of such principal amount for each whole year or fraction thereof remaining between the date fixed for prepayment and their respective stated Certificate Payment Dates . As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than fifteen ( 15) nor more than thirty (30) days before the prepayment date, to the registered owner of this Certificate at its address as it appears on the registration books maintained by the Trustee. If this Certificate is called for prepayment and payment is duly provided herefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. The Certificates each evidence and represent a fractional undivided interest in the Base Rental Payments in an amount equal to the aggregate principal amount of Certificates originally executed and delivered by the Trustee pursuant to the Trust Agreement and enjoy the benefits of a security interest in the moneys held in the funds established pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth 24 040034-0008-028-3680s 02/15/84 234 therein. The obligation of the County to make the Base Rental Payments is a special obligation of the County, and does not constitute a debt of the County or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The Trustee has no obligation or liability to the Certificate owners for the payment of the interest or principal represented by the Certificates, but rather the Trustee ' s sole obligations are to administer, for the benefit of the County and the Corporation and the Certificate owners, the various funds established under the Trust Agreement. The Corporation has no obligation or liability whatsoever to the Certificate owners. THIS IS TO FURTHER CERTIFY that all acts, conditions and things required by the statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Trustee is duly authorized to execute and deliver this Certificate, and that the amount of this Certificate, together with all other Certificates executed and delivered under the Trust Agreement, is not in excess of the amount of Certificates authorized to be executed and delivered thereunder. 25 235 040034-0008-028-3680s 02/15/84 IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an authorized officer of the Trustee on BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Authorized Officer [ FORM OF ASSIGNMENT] For value received, the undersigned do(es) hereby sell, assign and transfer unto the within Certificate and do(es) hereby irrevocably constitute and appoint attorney to transfer such Certificate on the Certificate register of the Trustee, with full power of substitution in the premises. Dated: Note: The signature( s) to this Assignment must correspond with the name( s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. 26 040034-0008-028-3680s 02/15/84 236 SECTION 2 .05. Execution of Certificates. The Certificates shall be executed by the Trustee by the manual signature of an authorized officer of the Trustee. SECTION 2 .06. Transfer and Payment of Certificates. All Certificates are transferable by the Owner thereof, in person or by his attorney duly authorized in writing, at the principal corporate trust office of the Trustee in San Francisco, California on the books required to be kept by the Trustee pursuant to the provisions of Section 2 . 07, upon surrender of such Certificates for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by such Certificate shall be made only to such Owner, which payments shall be valid and effectual to satisfy and discharge the liability represented by such Certificate to the extent of the sum or sums so paid. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same payment date representing the same principal amount. The Trustee shall require the payment by any Owner requesting such 27 040034-0008-028-3680s 02/15/84 _, 237 transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to make any transfer of Certificates during the fifteen ( 15) days next preceding each Payment Date. SECTION 2 . 07 . Certificate Registration Books. The Trustee will keep at its principal corporate trust office in San Francisco, California sufficient books for the registration and transfer of the Certificates, which books shall be available for inspection by the Corporation, the County or any Owner or his agent duly authorized in writing at reasonable hours and under reasonable conditions; and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Certificates on such books as hereinabove provided. SECTION 2 . 08. Temporary Certificates. The Certificates may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery, which temporary Certificates shall be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Trustee, shall be in fully registered form and shall contain such reference to any of the provisions hereof as may be appropriate. Every temporary Certificate shall be executed and delivered by the Trustee upon the same conditions and terms and in substantially the 040034-0008-028-3680s 28 02/15/841- ' 23.8 same manner as definitive Certificates. If the Trustee executes and delivers temporary Certificates, it will prepare and execute definitive Certificates without delay, and thereupon the temporary Certificates may be surrendered at the principal corporate trust office of the Trustee in San Francisco, California in exchange for such definitive Certificates, and until so exchanged such temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates executed and delivered hereunder. SECTION 2 . 09 . Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor, payment date and number in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor and payment date, numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require 29 040034-0008-028-3680s 02/15/84, . 239 payment of a sum not exceeding the actual cost of preparing each new Certificate executed and delivered by it under this Section and of the expenses which may be incurred by it under this Section. Any Certificate executed and delivered under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all other Certificates secured hereby, and the Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of executing and delivering a new Certificate for a Certificate which has been lost, destroyed or stolen and which has matured, the Trustee may make payment of such Certificate to the Owner thereof. ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01 . Delivery of Certificates. The Trustee is hereby authorized to execute and deliver the Certificates to the Purchasers pursuant to the Certificates 30 040034-0008-028-3680s 02/19/84 240 of Participation Purchase Contract upon receipt of a Written Request of the Corporation and upon receipt of the proceeds of sale thereof. SECTION 3 . 02 . Deposit of Proceeds of Certificates and Other Moneys . (a) The proceeds received from the sale of the Certificates (except for the amount of accrued interest received by the Trustee upon the sale and delivery of the Certificates, which shall be transferred to the County for deposit by it in the Lease Fund created under the Facility Lease) shall be deposited by the Trustee in the following respective funds, as directed by a Written Request of the Corporation: ( 1 ) The Trustee shall transfer to the 1982 Trustee for deposit in a separate fund to be known as the "Escrow Fund, " which the 1982 Trustee shall establish and maintain pursuant to the Escrow Agreement and the 1982 Indenture, an amount which, in the determination of an independent certified public accountant, who shall certify such determination in writing to the 1982 Trustee, together with other moneys to be deposited therein, will be sufficient to provide for the defeasance of all outstanding 1982 Bonds at the earliest possible dates. The moneys and Federal Securities in the Escrow Fund shall be held by the 1982 Trustee in trust and invested pursuant to the provisions of the 1982 Indenture and the Escrow Agreement and applied 31 040034-0008-028-3680s 02/15/84 241 pursuant to the 1982 Indenture and the Escrow Agreement to pay the interest on and principal and redemption premiums of the 1982 Bonds. Any moneys remaining in the Escrow Fund after the making of all payments required by the Escrow Agreement shall be transferred by the 1982 Trustee to the County. (2) The Trustee shall set aside the remainder of said proceeds in a separate fund to be known as the "Refunding Expenses Fund, " which the Trustee hereby agrees to establish and maintain. The money in the Refunding Expenses Fund shall be used and disbursed in the manner provided in Section 3 . 03 . (b) On the date of delivery of the Certificates to the Purchasers thereof, the Trustee shall obtain certain funds from the 1982 Trustee, pursuant to the Written Request of the Corporation required to be delivered by Section 3 .01, and shall deposit such funds as follows: ( 1 ) The Trustee shall deposit in the Trust Administration Fund to be established pursuant to Section 5 . 03 the entire balance in the Corporate Operation Fund established pursuant to Section 4. 03 of the 1982 Indenture. (2 ) The Trustee shall deposit in the Certificate Reserve Fund to be established pursuant to Section 4 of . the Facility Lease, from the balance in the Reserve Fund established pursuant to Section 4.02(d) of the 1982 32 040034-0008-028-3680s 02/15/84 242 Indenture, a sum equal to the Certificate Reserve Fund Requirement, as such term is defined in. the Facility Lease. (3 ) The Trustee shall deposit in the Insurance Reserve Fund to be established pursuant to Section 4 of the Facility Lease, from the balance in the Reserve Fund established pursuant to Section 4. 02(d) of the 1982 Indenture, a sum equal to the Insurance Reserve Fund Requirement, as such term is defined in the Facility Lease. SECTION 3 . 03 . Use of Moneys in the Refunding Expenses Fund. All moneys in the Refunding Expenses Fund shall be held by the Trustee in trust and applied by the Trustee to the payment of all costs incidental to or connected with the issuance of the Certificates and the defeasance of the 1982 Bonds (or for making reimbursements to the Corporation or any other person, firm or corporation for such costs theretofore paid by him or it) . Before any payment is made from the Refunding Expenses Fund by the Trustee, the Corporation shall file with the Trustee a Written Request of the Corporation showing with respect to each payment to be made -- (a) the name and address of the person to whom payment is due; (b) the amount to be paid; and 040034-0008-028-3680s 33 02/15/84 243 (c) the purpose for which the obligation to be paid was incurred. Each such Written Request of the Corporation shall state and shall be sufficient evidence to the Trustee -- (a) that obligations in the stated amounts have been incurred and that each such obligation is a proper charge against the Refunding Expenses Fund; and (b) that there has not been filed with or served upon the Corporation or the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request of the County which has not been released or will not be released with the payment of such obligation. Upon receipt of each such Written Request of the Corporation, the Trustee shall pay the amount set forth therein as directed by the terms thereof, except that the Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid which has not been released or will not be released simultaneously with such payment. When all expenses payable from the Refunding Expenses Fund have been paid, the Corporation shall deliver a Certificate of the Corporation to the Trustee stating such fact. Upon the receipt of such certificate, the Trustee 34 244 040034-0008-028-3680s 02/15/84 shall transfer any remaining balance in the Refunding Expenses Fund to the County. ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4. 01 . Terms of Prepayment. (a) The Certificates are subject to prepayment on any date prior to their respective Payment Dates, upon notice as hereinafter provided, as a whole, or in part by lot within each payment date so that the aggregate semiannual amounts of principal represented by the Certificates which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal represented by the Certificates unpaid just prior to said prepayment date, from prepaid Base Rental Payments made by the County from funds received by the County due to a casualty loss or governmental taking of the Demised Premises and Project Phase I or portions thereof by eminent domain proceedings, if such amounts are not used to repair or replace the Demised Premises and/or Project Phase I in accordance with the provisions of the Facility Lease, under the circumstances and upon the conditions and terms prescribed herein and in the Facility Lease, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment. 35 040034-0008-028-3680s 02/15/84, 245 (b) The Certificates payable on or before May 1, 1994 shall not otherwise be subject to prepayment before their respective stated Payment Dates. Certificates payable on or after November 1, 1994 shall also be subject to prepayment prior to their respective stated Payment Dates, at the option of the County, as a whole, or in part in amounts payable on each Payment Date as nearly proportional as practicable to the principal amount payable at such Payment Date and by lot within any such Payment Date if less than all of the Certificates payable on such Payment Date be prepaid, from any source of available funds, on any Payment Date on or after May 1, 1994, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium of one-fourth of one per cent ( 1/4 of 1%) of such principal amount for each whole year or fraction thereof remaining between the date fixed for prepayment and their respective stated Payment Dates. SECTION 4. 02 . Selection of Certificates for Prepayment. Whenever less than all the Outstanding Certificates payable on any one Payment Date are to be prepaid on any one date, the Trustee shall select the Certificates of such Payment Date to be prepaid from the Outstanding Certificates payable on such Payment Date by lot in any manner that the Trustee deems fair, and the Trustee shall promptly notify the Corporation and the County in writing of the numbers of the Certificates so selected for 36 040034-0008-028-3680s 02/17/84 246 prepayment on such date. For purposes of such selection, Certificates shall be deemed to be composed of $5, 000 portions, and any such portion may be separately prepaid. SECTION 4. 03 . Notice of Prepayment. Notice of prepayment shall be mailed, first class postage prepaid, to the Purchasers and to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the books required to be kept by the Trustee pursuant to the provisions of Section 2 . 07 not less than fifteen ( 15 ) nor more than thirty (30) days prior to the prepayment date, which notice shall, in addition to setting forth the above information, in the case of each Certificate called for prepayment in part only state the amount of the principal amount represented thereby which is to be prepaid. Each notice of prepayment shall state the prepayment date, the prepayment place and the prepayment price, shall designate the serial numbers of the Certificates to be prepaid by giving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment, and shall require that such Certificates be then surrendered for prepayment; and shall also state that the interest represented by the Certificates designated for prepayment shall cease to accrue from and after such prepayment date and that on such prepayment date there will become due and payable on each of the Certificates designated for prepayment the prepayment price represented thereby. 37 040034-0008-028-3680s 02/15/84 247 In case of the prepayment as permitted herein of all the Certificates then Outstanding, or of all the Certificates of any one Payment Date then Outstanding, notice of prepayment shall be given by mailing as hereinabove provided, except that the notice of prepayment need not specify the serial numbers of the Certificates to be prepaid. The Trustee shall give notice of prepayment of any Certificates to be prepaid upon receipt of a Written Request of the County (which request shall be given to the Trustee at least thirty (30) days prior to the date fixed for prepayment) , but only after the County shall have made a prepaid Base Rental Payment to the Trustee and the Trustee shall have deposited in the Prepayment Fund established pursuant to Section 5. 02 (c) such prepaid Base Rental Payment in an amount sufficient for the payment of the prepayment price represented by all Certificates to be prepaid (or the Trustee determines that a prepaid Base Rental Payment will be made available to it in an amount sufficient and in time sufficient for such purpose) , together with the estimated expense of giving such notice . SECTION 4. 04. Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof a new Certificate or Certificates representing the unprepaid principal amount of the Certificate surrendered. 38 040034-0008-028-3680s 02/15/84 248 SECTION 4. 05. Effect of Prepayment. If notice of prepayment has been duly given as aforesaid and moneys for the payment of the prepayment price on the Certificates to be prepaid are held by the Trustee, then on the prepayment date designated in such notice the Certificates so called for prepayment shall become payable at the prepayment price specified in such notice; and from and after the date so designated interest represented by the Certificates so called for prepayment shall cease to accrue, such Certificates shall cease to be entitled to any benefit or security hereunder and the Owners of such Certificates shall have no rights in respect thereof except to receive payment of the prepayment price represented thereby. The Trustee shall, upon surrender for payment of any of the Certificates to be prepaid, pay such Certificates at the prepayment price thereof. All Certificates prepaid pursuant to the provisions of this Article shall be cancelled by the Trustee and shall not be redelivered. ARTICLE V RENTAL PAYMENTS SECTION 5 . 01 . Pledge of Base Rental Payments; Base Rental Payment Fund. The Base Rental Payments are hereby irrevocably pledged to and shall be used for the punctual payment of the interest and principal represented by the Certificates, and the Base Rental Payments shall not be used 39 040034-0008-028-3680s 02/15/84 249 for any other purpose while any of the Certificates remain Outstanding. This pledge shall constitute a first and exclusive lien on the Base Rental Payments in accordance with the terms hereof. All Base Rental Payments shall be paid directly by the County to the Trustee, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one business day after the receipt thereof. All Base Rental Payments shall be held in trust by the Trustee in the Base Rental Payment Fund, which fund the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding, for the benefit of the County until deposited in the funds provided in Section 5 . 02, whereupon they shall be held in trust by the Trustee in such funds for the benefit of the Owners from time to time. SECTION 5 . 02 . Deposit of Base Rental Payments. The Trustee shall deposit the Base Rental Payments contained in the Base Rental Payment Fund at the times and in the manner hereinafter provided in the following respective funds, each of which the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding, and the moneys in each of such funds shall be disbursed only for the purposes and uses hereinafter authorized. ( a) Interest Fund. The Trustee, on May 1 and November 1 of each year (commencing on November 1, 1984) , shall deposit in the Interest Fund that amount of 40 040034-0008-028-368Os 02/15/84 250 moneys representing the portion of the Rental Payments designated as interest components coming due on each such May 1 and November 1 date, respectively. Moneys in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest represented by the Certificates when due and payable. (b) Principal Fund. The Trustee, on May 1 and November 1 of each year (commencing on May 1, 1985) , shall deposit in the Principal Fund that amount of moneys representing the portion of the Base Rental Payments designated as the principal component coming due on such May 1 or November 1 date, respectively. Moneys in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal represented by the Certificates when due and payable . (c) Prepayment Fund. The Trustee, on the prepayment date specified in the Written Request of the County filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Facility Lease, shall deposit in the Prepayment Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Moneys in the Prepayment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest and principal represented by the Certificates to be prepaid. 41 040034-0008-028-3680s 02/15/84 251 SECTION 5. 03 . Trust Administration Fund. The Trustee shall deposit in the Trust Administration Fund (the initial payment into which is provided for in Section 3 . 02 (b) and which fund the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding) all amounts received from the County to be applied as Additional Rental Payments under the Facility Lease, to be held by the Trustee for the benefit of the County until disbursed. The moneys in the Trust Administration Fund shall be disbursed by the Trustee upon the Written Request of the Corporation for the payment of administrative costs of the Corporation, including salaries, wages, all expenses, compensation and indemnification of the Trustee payable by the Corporation under this Trust Agreement, fees of the auditors, accountants, attorneys or engineers, insurance premiums and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its corporate existence or to comply with the terms of the Certificates or of this Trust Agreement. The Trustee shall, from time to time and as often as necessary to replenish and maintain a balance of five thousand dollars ($5, 000) in said Fund, give notice to the County of such Additional Rental required to be paid pursuant to the Facility Lease. 42 040034-0008-028-3680s 02/15/84 252 ARTICLE VI COVENANTS SECTION 6. 01 . Compliance with Trust Agreement. The Trustee will not execute or deliver any Certificates in any manner other than in accordance with the provisions hereof, and the Corporation and the County will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them. SECTION 6. 02 . Compliance with or Amendment of Facility Lease. The Corporation and the County will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Facility Lease required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Facility Lease against the other party thereto in accordance with its terms. The Corporation and the County will not alter, amend or modify the Facility Lease without the prior written consent of the Trustee, which consent shall be given only ( i ) if, in the opinion of the Trustee (which opinion may, in the discretion of the Trustee, be based upon an Opinion of Counsel or a Certificate of the County) , such alterations, amendments or modifications will not result in any material impairment of the security given or intended to be given for 43 040034-0008-028-3680s 02/15/84 253 the payment of the Base Rental Payments, or (ii ) if the Trustee first obtains the written consents of the Owners of at least a majority in aggregate principal amount of the Certificates then Outstanding to such alterations, amendments or modifications; provided, however, that no such alteration, amendment or modification shall extend the fixed payment date of any Certificate or reduce the rate of interest represented thereby or extend the time of payment of such interest or .reduce the amount of principal represented thereby without the prior written consent of the Owner of the Certificate so affected, or reduce the percentage of Owners whose consent is required for the execution of any alteration, amendment or supplement thereof, and further provided that the Trustee shall first obtain the prior written approval of the insurer, if any, insuring payment of the amounts of principal and interest represented by the Certificates. SECTION 6. 03 . Observance of Laws and Regulations. The Corporation and the County and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist 44 040034-0008-028-3680s 02/16/84 254 and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired. SECTION 6. 04. Other Liens. The County will keep the Demised Premises and Project Phase I and all parts thereof free from judgments and materialmen' s and mechanics' liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which, in the judgment of the Trustee (and its determination thereof shall be final ) , might embarrass or hamper the County in conducting its business or utilizing the Demised Premises and Project Phase I , and the Trustee at its option (after first giving the County ten days' written notice to comply therewith and failure of the County to so comply within such ten-day period) may defend against any and all actions or proceedings in which the validity hereof is or might be questioned, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the County from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder to defend the validity hereof and to perform such agreements and covenants. 45 040034-0008-028-3680s 02/15/84 255 So long as any Certificates are Outstanding, neither the Corporation nor the County will create or suffer to be created any pledge of or lien on the Base Rental Payments other than the pledge and lien hereof. SECTION 6. 05 . Prosecution and Defense of Suits. The County will promptly, upon request of the Trustee or any Owner, take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Demised Premises or Project Phase I or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee and every Owner harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County will defend against every action, suit or other proceeding at any time brought against the Trustee or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental Payments or involving the rights of the Trustee or any Owner hereunder; provided, however, that the Trustee or any Owner at its or his election may appear in and defend any such action, suit or other proceeding. The County will indemnify and hold harmless the Trustee and the Owners against any and all liability claimed or asserted by any person arising out of 46 040034-0008-028-3680s 02/15/84 256 any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners against any attorneys' fees or other expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party in order to enforce their rights hereunder or under the Certificates, provided that such litigation shall be concluded favorably to such Owners ' contentions therein. SECTION 6. 06. Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Rental Payments, and such accounting records shall be available for inspection by the Corporation, the County or any Owner or his agent duly authorized in writing at reasonable hours and under reasonable conditions. Not later than December 31 in each year, commencing on December 31 , 1984 and continuing so long as any Certificates are Outstanding, the Corporation will furnish to the Trustee, the County and any Owner who may so request a complete statement covering the receipts, deposits and disbursements of the Rental Payments for the twelve-month period ending on the preceding June 30, accompanied by an audit report and related opinion of an independent firm of certified public accountants to be employed by the Corporation, or, if so requested in writing by the Owners of at least sixty percent 47 040034-0008-028-3680s 02/15/84 257 (60%) in aggregate principal amount of the Certificates then Outstanding, accompanied by an audit report and related opinion of an independent firm of certified public accountants of their selection. SECTION 6. 07 . Recordation and Filing. The Corporation will file, record, register, renew, refile and rerecord all such documents, including financing statements (or continuation statements in connection therewith) , as may be required by law in order to maintain the Facility Lease and the Assignment Agreement and this Trust Agreement at all times as a security interest in the Base Rental Payments, all in such manner, at such times and in such places as may be required and to the extent permitted by law in order to fully perfect, preserve and protect the security of the Owners and the rights and security interests of the Trustee, and the Corporation will do whatever else may be necessary or be reasonably required in order to perfect and continue the lien of the Facility Lease, the Assignment Agreement and this Trust Agreement. SECTION 6. 08. Further Assurances. Whenever and so often as requested to do so by the Trustee or any Owner, the Corporation and the County will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and 48 040034-0008-028-3680s 02/15/84 258 more fully vest in the Trustee and the Owners all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon them hereby or by the Assignment Agreement or the Facility Lease. ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7 . 01 . Action on Default. If an Event of Default ( as that term is defined in Section 11 of the Facility Lease ) shall happen, then such Event of Default shall constitute a default hereunder, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount represented by the Certificates at the time Outstanding shall be entitled, upon notice in writing to the County and the Corporation, to exercise the remedies provided to the Corporation in the Facility Lease and to the Trustee in the Assignment Agreement; provided, however, that the Trustee shall not terminate, nor consent to the termination, of the Facility Lease, without the prior written consent of the insurer, if any, insuring payment of the amounts of principal and interest represented by the Certificates. 49 040034-0008-028-3680s 02/15/84 259 SECTION 7 . 02 . Other Remedies of the Trustee. The Trustee shall have the right -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Corporation or the County or any member of the Board of Supervisors, officer or employee thereof, and to compel the Corporation or the County or any such member of the Board of Supervisors, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of any default hereunder to require the Corporation and the County and the members of its Board of Supervisors, officers and employees to account as the trustee of an express trust. SECTION 7 .03 . Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such s0 040034-0008-028-3680s 02/15/84 260 right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the Corporation and the County shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 7 . 04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. SECTION 7 . 05. No Liability by the Corporation to the Owners. Except as expressly provided herein, the Corporation shall not have any obligation or liability to the Owners with respect to the payment when due of the Rental Payments by the County, or with respect to the performance by the County of the other agreements and covenants required to 51 040034-0008-028-3680s 02/15/84 zsi be performed by it contained in the Facility Lease or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein. SECTION 7 . 06. No Liability by the County to the Owners. Except for the payment when due of the Rental Payments and the performance of the other agreements and covenants required to be performed by it contained in the Facility Lease or herein, the County shall not have any obligation or liability to the Owners with respect to the Trust Agreement or the preparation, execution, delivery or transfer of the Certificates or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein. SECTION 7 . 07 . No Liability by the Trustee to the Owners. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the County, or with respect to the performance by the County of the other agreements and covenants required to be performed by it contained in the Facility Lease or herein. 52 040034-0008-028-3680s 02/15/84 262 ARTICLE VIII THE TRUSTEE SECTION 8. 01 . Employment of the Trustee. The Corporation and the County hereby appoint and employ the Trustee to receive, deposit and disburse the Rental Payments, to prepare, execute, deliver and transfer the Certificates and to perform the other functions contained herein; all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering the Trust Agreement, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, as well as the obligations of the Trustee set forth in Section 4 of the Facility Lease, subject to the conditions and terms hereof. SECTION 8. 02 . Duties, Removal and Resignation of the Trustee . The Corporation and the County, or the Owners of a majority in aggregate principal amount represented by the Certificates at the time Outstanding, may by an instrument in writing remove the Trustee initially a party hereto and any successor thereto and may appoint a successor Trustee, but any such successor Trustee shall be a bank or trust company doing business and having a principal corporate trust office in San Francisco, California, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50, 000, 000) and subject to supervision or examination by federal or state authorities. 53 040034-0008-028-3680s 02/15/84 263 If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Corporation and the County and by giving notice by publication of such resignation to the Owners, which notice shall be published at least once in a Financial Newspaper. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Corporation does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. SECTION 8. 03 . Compensation and Indemnification of the Trustee . The Corporation shall from time to time, subject to any agreement then in effect with the Trustee, pay the Trustee compensation for its services and reimburse the Trustee for all its advances and expenditures hereunder, 54 040034-0008-028-3680s 02/15/84 264 including but not limited to advances to and fees and expenses of accountants, agents, appraisers, consultants, counsel or other experts employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds established hereunder or under the Facility Lease (except that such compensation or reimbursement may be made from the Trust Administration Fund established pursuant to Section 5 .03 or from interest and income received from the investment of moneys on deposit in the Certificate Reserve Fund created under the Facility Lease so long as the moneys on deposit therein are equal to the Certificate Reserve Fund Requirement (as that term is defined in the Facility Lease) ) . The Trustee may take whatever legal actions are lawfully available to it directly against the Corporation or the County. The County shall indemnify and hold harmless the Trustee to the extent and in the amounts provided by the laws of the State of California from and against all claims, damages and losses, including legal fees and expenses, arising out of (i ) the condition, management, maintenance or use of or from any work or thing done in connection with the Demised Premises and Project Phase I by the County, or (ii ) any act of negligence of the County or of any of its agents, contractors, employees, invitees, licensees, officers 55 040034-0008-028-3680s 02/15/84 265 or servants in connection with the Demised Premises and Project Phase I , provided that no indemnification will be made for willful misconduct or gross negligence by the Trustee. SECTION 8. 04. Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the Corporation or the County, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and 56 040034-0008-028-3680s 02/15/84 266 protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. The Trustee shall not be responsible for the sufficiency of the Facility Lease, or of the assignment made to it by the Assignment Agreement of all rights to receive the Rental Payments thereunder, or of the title to or value of the Demised Premises and Project Phase I . Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the County or a Certificate of the Corporation, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Corporation or 57 040034-0008-028-3680s 02/15/84 267 the County, and may act as agent, depositary or trustee for any committee or body of Owners or of owners of obligations of the Corporation or the County as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the default or misconduct of any such agent, attorney or receiver selected by it with reasonable care . The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, gross negligence or breach of an obligation hereunder. ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9. 01 . Amendment or Supplement by Consent of Owners. The Trust Agreement and the rights and obligations of the Corporation and the County and the Owners and the Trustee hereunder may be amended or supplemented at 58 040034-0008-028-3680s 02/15/84 268 any time by an amendment hereof or supplement hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 9 .02 , are filed with the Trustee . No such amendment or supplement shall (1) extend the fixed Payment Date of any Certificate or reduce the rate of interest represented thereby or extend the time of payment of such interest or reduce the amount of principal represented thereby without the prior written consent of the Owner of the Certificate so affected, or (2) reduce the percentage of Owners whose consent is required for the execution of any amendment hereof or supplement hereto, or (3 ) modify any of the rights or obligations of the Trustee without its prior written consent thereto, or (4) amend this Section 9. 01 without the prior written consent of the Owners of all Certificates then Outstanding. The Trust Agreement and the rights and obligations of the Corporation and the County and the Owners and the Trustee hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution without the written consents of any Owners, but only to the extent permitted by law and after receipt of an approving Opinion of Counsel and only for any one or more of the following purposes -- 59 040034-0008-028-3680s 02/15/84 269. (a) to add to the agreements, conditions, covenants and terms required by the Corporation or the County to be observed or performed herein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Corporation or the County, or to surrender any right or power reserved herein to or conferred herein on the Corporation or the County, and which in either case shall not adversely affect the interests of the Owners; or (b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Corporation or the County may deem desirable or necessary and not inconsistent herewith, and which shall not materially adversely affect the interests of the Owners. SECTION 9 . 02 . Disqualified Certificates. Certificates owned or held by or for the account of the County (but excluding Certificates held in any pension or retirement fund of the County) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Certificates provided in this Article, and shall not be entitled to consent to or take any other action provided in this Article, and the Trustee may adopt appropriate regulations to require each Owner, before 60 040034-0008-028-3680s 02/15/84 270 7U his consent provided for herein shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. SECTION 9 . 03 . Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Owner of any Outstanding Certificate and presentation of such Certificate for such purpose at the principal corporate trust office of the Trustee in San Francisco, California a suitable notation as to such action shall be made on such Certificate. If the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the principal corporate trust office of the Trustee in San Francisco, California without cost to each Owner for Certificates then Outstanding upon surrender of such Outstanding Certificates. SECTION 9 . 04. Amendment by Mutual Consent. The provisions of this Article shall not prevent any Owner from accepting any amendment as to the particular Certificates owned by him, provided that due notation thereof is made on such Certificates. 61 040034-0008-028-3680s 02/15/84 271 ARTICLE X DEFEASANCE SECTION 10. 01 . Discharge of Certificates and Trust Agreement. (a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest and principal represented thereby at the times and in the manner stipulated herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental Payments as provided herein, and all agreements and covenants of the Corporation, the County and the Trustee to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. (b) Any Outstanding Certificates shall be deemed to have been paid within the meaning of and with the effect expressed in subsection ( a) of this Section if there shall be on deposit with the Trustee moneys or Permitted Securities of the category specified in clause ( 1 ) of the definition of such term contained in Section 1. 01 in an amount sufficient (together with the increment, earnings and interest on such Permitted Securities) to pay the interest and principal represented by such Certificates payable on their Payment Dates or on the date of prepayment prior thereto. (c) After the payment of all the interest and principal represented by all Outstanding Certificates as 62 040034-0008-028-3680s 02/15/84 272 72 provided in this Section, the Trustee shall execute and deliver to the Corporation and the County all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Trust Agreement, and the Trustee shall pay over or deliver to the County all moneys or securities held by it pursuant hereto which are not required for the payment of the interest and principal represented by such Certificates. SECTION 10. 02 . Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the interest or principal represented by any of the Certificates which remain unclaimed for six (6) years after the date when the payments represented by such Certificates have become payable, if such moneys were held by the Trustee at such date, or for six ( 6) years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest and principal represented by such Certificates have become payable, shall at the Written Request of the County be repaid by the Trustee to the County as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the County for the payment of the interest and principal represented by such Certificates; provided, however, that before being required to make any such payment to the County, the Trustee shall, at 63 040034-0008-028-3680s 02/15/84 273 the expense of the County, cause to be published once a week for two (2 ) successive weeks in a Financial Newspaper a notice that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than thirty (30) days after the date of the first publication of such notice, the balance of such moneys then unclaimed will be returned to the County. ARTICLE XI MISCELLANEOUS SECTION 11 .01 . Benefits of Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Corporation, the County, the Trustee and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Corporation or the County shall be for the sole and exclusive benefit of the Trustee and the Owners. SECTION 11 .02 . Successor Deemed Included in all References to Predecessor. Whenever either the Corporation, the County or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Corporation, the County or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or 64 040034-0008-028-3680s 02/15/84 274 performed by or on behalf of the Corporation, the County or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 11 . 03 . Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. The ownership of any Certificates and the amount, payment date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07 . 65 040034-0008-028-3680s 02/15/84 275 75 Any declaration, request or other instrument in writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done by the Corporation or the County or the Trustee in good faith and in accordance therewith. SECTION 11 . 04. Waiver of Personal Liability. No member of the Board of Supervisors, officer or employee of the County shall be individually or personally liable for the payment of the interest or principal represented by the Certificates, but nothing contained herein shall relieve any member of the Board of Supervisors, officer or employee of the County from the performance of any official duty provided by any applicable provisions of law or by the Facility Lease or hereby. SECTION 11 . 05 . Acquisition of Certificates by County. All Certificates acquired by the County, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. SECTION 11 . 06. Content of Certificates. Every Certificate of the County or of the Corporation with respect to compliance with any agreement, condition, covenant or term contained herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation 66 040034-0008-028-3680s 02/15/84 276 upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or term has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or term has been complied with. Any Certificate of the County or of the Corporation may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the County or the Corporation, upon a representation by an officer or officers of the County or the Corporation, as the case may be, unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. SECTION 11 .07 . Publication for Successive Weeks. Any publication required to be made hereunder for two (2 ) 67 040034-0008-028-3680s 02/15/84 277 successive weeks in a Financial Newspaper may be made in each instance upon any business day of the first week and need not be made on the same business day of any succeeding week or in the same Financial Newspaper for any subsequent publication, but may be made on different business days or in different Financial Newspapers, as the case may be. SECTION 11 . 08. Funds. Any fund required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such funds shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Certificates and the rights of the Owners. The Trustee may comingle any of the moneys held by it hereunder for investment purposes only; provided, however, . that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Trust Agreement. SECTION 11 . 09. Investments. Any moneys held by the Trustee in the Base Rental Payment Fund, in the Refunding Expenses Fund or in the Trust Administration Fund may be invested ( and, upon the Written Request of the County, shall 68 040034-0008-028-3680s 02/15/84 278 be invested) by the Trustee in Permitted Investments which will, as nearly as practicable, mature on or before the dates when such moneys are anticipated to be needed for disbursement hereunder. All such moneys invested by the Trustee shall be invested so as to obtain the highest yield which the Trustee deems practicable, having due regard for the safety of such moneys, and the Trustee may act as principal or agent in the acquisition or disposition of any such investment. The Trustee shall not be liable or responsible for any loss suffered in connection with any such investment made by it under the terms of and in accordance with this Section. The Trustee may sell or present for redemption any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any payment of the funds so invested, and the Trustee shall not be liable or responsible for any losses resulting from any such investment sold or presented for redemption. Any interest or profits on such investments shall be paid to the County on May 1 and November 1 of each year. SECTION 11 . 10. Article and Section Headings, Gender and References . The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles, " 69 040034-0008-028-3680s 02/15/84 279 � J "Sections" and other subdivisions or clauses are to the corresponding Articles, Sections, subdivisions or clauses hereof; and the words "hereby, " "herein, " "hereof, " "hereto, " "herewith, " "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section, subdivision or clause thereof. SECTION 11 . 11 . Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Corporation, the County or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Corporation, the County and the Trustee hereby declare that they would have executed this Trust Agreement, and each and every other Article, Section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any 70 040034-0008-028-3680s 02/15/84 280 80 person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11 . 12 . California Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 11 . 13 . Notices . All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely: If to the County: Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Corporation: c/o Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Bank of America National Trust and Savings Association 201 Mission Street San Francisco, California 94105 Attention: Corporate Agency Division 9530 SECTION 11 . 14. Effective Date. This Trust Agreement shall become effective upon its execution and delivery. SECTION 11. 15 . Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each 71 040034-0008-028-3680s 02/15/84 281 A of which shall be deemed an original, and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed and attested this Trust Agreement by their officers thereunto duly authorized as of the day and year first written above . BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By Trust Officer (SEAL) Attest: Assistant Secretary CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (SEAL) Attest: By Secretary 72 040034-0008-028-3680s 02/15/84 282 A COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors (SEAL) Attest: County Clerk and Ex-Officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel 73 040034-0008-028-3680s 02/15/84 283 CCd-12 3701s 2-14-84 Draft (2nd Draft) ASSIGNMENT AGREEMENT by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated as of April 1, 1984 RELATING TO THE AMENDED AND RESTATED FACILITY LEASE (PROJECT PHASE I ) 284 ASSIGNMENT AGREEMENT RELATING TO AMENDED AND RESTATED FACILITY LEASE (PROJECT PHASE I ) This ASSIGNMENT AGREEMENT, made and entered into as of April 1, 1984, by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation organized under the laws of the State of California (the "Corporation" ) , and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee" ) ; W I T N E S S E T H: WHEREAS, the Corporation and 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" ) , have previously entered into a facility lease, entitled "Facility Lease (Project Lease I )" and dated as of May 1, 1982 (the "1982 Lease" ) , which was recorded in the office of the County Recorder of the County of Contra Costa on May 27, 1982 under Recorder' s Serial Number 82-59391, to lease to the County two office buildings located at 610 Court Street, Martinez, California, and at 30 Muir Road, Martinez, California (said two office buildings being herein called "Project Phase I" ) ; 285 WHEREAS, the Corporation and the County have entered into an agreement, entitled "Amended and Restated Facility Lease (Project Phase I ) " and dated as of April 1, 1984 (the "Facility Lease" ) , which amends the 1982 Lease and restates the 1982 Lease as amended; and WHEREAS, under the Facility Lease, the County is obligated to make certain rental payments to the Corporation for the lease of Project Phase I ; and WHEREAS, the Corporation desires to assign without recourse all of its rights to receive such rental payments to the Trustee for the benefit of the owners of certificates of participation (the "Certificates" ) to be executed and delivered under a trust agreement to be entered into by and among the Trustee, the Corporation and the County, entitled "Trust Agreement" and dated as of April 1, 1984 (the "Trust Agreement" ) ; and WHEREAS, in consideration of such assignment and the execution of the Trust Agreement, the Trustee has agreed to execute and deliver the Certificates in an amount equal to the aggregate principal components of such of said rental payments as are designated base rental payments in the Facility Lease, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and 2 040034-0008-028-3701s 02/15/84 286 entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1 . Assignment. The Corporation, for one dollar ($1 . 00) and other good and valuable consideration in hand received, does hereby sell, assign and transfer to the Trustee without recourse for the benefit of the owners of the Certificates all its rights to receive the rental payments from the County under the Facility Lease and, effective immediately on default by the County under the Facility Lease and without any further action on the part of the Corporation, any and all of the other rights of the Corporation under the Facility Lease as may be necessary to enforce payment of such rental payments when due or otherwise to protect the interests of the owners of the Certificates. SECTION 2 . Acceptance. The Trustee hereby accepts the foregoing assignment for the purpose of securing the rights assigned to it to receive the rental payments from the County under the r 3 040034-0008-028-3701s 02/15/84 287 Facility Lease and all other rights assigned to it, subject to the terms and provisions of the Trust Agreement, and all such rental payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. SECTION 3 . Conditions. This Assignment Agreement shall confer no rights or impose no obligations upon the Trustee beyond those expressly provided in the Trust Agreement. SECTION 4. Execution. The Assignment Agreement 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 Assignment Agreement. IN WITNESS WHEREOF, the parties hereto have executed and attested this Agreement by their officers thereunto duly authorized as of the day and year first written above. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (SEAL) Attest: Secretary 4 040034-0008-028-3701s 02/15/84 288 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Trust Officer (SEAL) Attest: Assistant Secretary 5 040034-0008-028-3701s 02/15/84 289 State of California ) ss. County of Contra Costa ) On this _ day of April, in the year 1984, before me a notary public in and for the State of California, residing therein, duly commissioned and sworn, personally appeared known to me to be the President, and known to me to be the Secretary, of CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 6 040034-0008-028-3701s 02/15/84 290 State of California ) ss. City and County of San Francisco ) On this _ day of April, in the year 1984, before me, a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be a Trust Officer, and known to me to be an Assistant Secretary, of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, the national banking association that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said national banking association therein named, and acknowledged to me that such national banking association executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the City and County of San Francisco on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 7 040034-0008-028-3701s 02/15/84 291