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HomeMy WebLinkAboutMINUTES - 04021984 - SPECIAL MEET CCd-22b 1. F 3932s RESOLUTION NO. ap OF THE BOARD' OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING FINAL 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 FORMS OF AND AUTHORIZING EXECUTION OF CERTIFICATE PURCHASE AGREEMENT AND ESCROW AGREEMENT, APPROVING ISSUANCE OF CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT I , APPROVING SALE OF AND OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION, APPROVING ASSIGNMENT OF A PORTION OF A LEGAL SERVICES CONTRACT AND AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, this Board of Supervisors, by Resolution No. 84/103, adopted February 21, 1984, approved the forms of and authorized execution of an Agreement Amending Deed of Gift (Project Phase I ) , an Amended and Restated Facility Lease (Project Phase I ) , and a Trust Agreement, and requested Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (herein called the "Corporation" ) , to take all necessary action to 0t:0 ft accomplish the defeasance of the Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A (herein called the "1982 Bonds" ) originally issued for the purpose of financing the acquisition for the use of the County of two office buildings located at 610 Court Street, Martinez, Calfornia and at 30 Muir Road, Martinez, California ( said two office buildings being herein called "Project Phase I" ) ; and WHEREAS, under said Amended and Restated Facility Lease (Project Phase I ) (herein called 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; and WHEREAS, under said Trust Agreement Bank of America National Trust and Savings Association, as trustee, will execute and deliver certificates of participation (herein called the "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 2 000003 WHEREAS, Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc . , as purchasers, have submitted to the County and the Corporation an agreement (herein called the "Certificate Purchase Agreement" ) to purchase the Certificates of Participation; and 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 for the County and the Corporation to enter into the Certificate Purchase Agreement and for the Corporation to defease the 1982 Bonds to reduce the rentals to be paid by the County for Project Phase I . Section 3 . The final forms of the agreements approved initially by Resolution No.. 84/103 and each dated as of April 1, 1984, entitled (i ) "Agreement Amending Deed of Gift (Project Phase I ) , " between the Corporation and the County, (ii ) "Amended and Restated Facility Lease (Project Phase I ) , " between the Corporation and the County, and 3 000004 (iii ) "Trust Agreement, " between the Corporation, the County and Bank of America National Trust and Savings Association, as trustee, submitted to this Board of Supervisors, are hereby approved. Section 4. The schedule of Base Rental payments to be paid by the County pursuant to the Facility Lease and contained therein is hereby approved. Section 5. The form of agreement, dated April 5, 1984 and entitled "Certificate Purchase Agreement Relating to $4, 615, 000 1984 Certificates of Participation for Capital Project I (610 Court Street and 30 Muir Road Office Buildings) " between the Corporation, the County, Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc . , as purchasers, 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 Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 6. The form of agreement, dated as of April 1, 1984 and entitled "Escrow Agreement, " between the Corporation, the County and Bank of America National Trust and Savings Association, as Trustee, submitted to this Board 4 ©000or 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 Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. 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, said Trust Agreement, said Escrow Agreement and the Certificate Purchase 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. Certificates of Participation, in an aggregate principal amount of $4, 615, 000, proposed to be executed and delivered by the Trustee under said Trust Agreement to Bank of .Amezica National Trust and Savings Association and Rauscher Pierce Refsnes, Inc . , as purchasers, and an official statement, dated April 5, 1984, describing the Certificates of Participation, submitted to this Board of Supervisors, are hereby approved. The proposed sale of the Certificates of Participation, representing interest at the V00Q06 5 interest rates set forth in the Certificate Purchase Agreement, for cash at par value ( less a discount of $124, 143 . 50) , is hereby approved. Section 9 . The assignment by the County to the Corporation of the portion of the contract for the performing of legal services between Orrick, Herrington & Sutcliffe, A Professional Corporation, and the County, dated March 9, 1982, relating to the Certificates of Participation (the Corporation assuming the obligation to make payments due and to be due under such portion of the contract) , be and it is hereby approved. The Chairman and the Clerk of the Board of Supervisors are authorized and directed to execute the appropriate documents evidencing such assignment. Section 10. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the County be and they are hereby authorized and directed to execute .and deliver any and all certificates and representations, including signature certificates, no-litigation certificates, arbitrage bond certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of 6 000007 the Certificates of Participation, necessary and desirable to accomplish the transactions set forth above. Section 11 . This resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of April, 1984. 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 eputy Clerk of th Board of Supervisors of the County of Contra Costa, State of California 7 000003 CLERK' S CERTIFICATE I , A. Joseph 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 . 5th day of April, 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: Supervisors Fanden, Schroder, Torlakson NOES: None ABSENT: Supervisors Powers , McPeak 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 since the date of its adoption, and the same is now in full force and effect. 000009 i WITNESS my hand and the seal of the County of Contra Costa this 5th day of April 1984. D" pu Clerk of the oard of Supervisors of the County of Contra Costa, State of California [Seal ] 2 111110 • CCd-70 3706s 4-4-84 (2nd Draft) ESCROW AGREEMENT by and among the COUNTY OF CONTRA COSTA and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated as of April 1, 1984 RELATING TO $4, 500, 000. 00 ORIGINAL PRINCIPAL AMOUNT OF CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION BONDS (PROJECT 1)., SERIES A 00001, ESCROW AGREEMENT This ESCROW AGREEMENT, dated for convenience as of April 1, 1984, by and among 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" ) , CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation" ) , and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association having a principal corporate trust office in San Francisco, California and being qualified to accept and administer the trusts hereby created (the "Bank" ) ; WITNESSETH: WHEREAS, the Corporation has heretofore duly issued its Contra Costa County Public Facilities Corporation Bonds (Project 1 ) , Series A, dated May 1, 1982, in the aggregate principal amount of $4, 500, 000 (the "1982 Bonds" ) pursuant to an indenture between the Corporation and the Bank as trustee thereunder, dated as of May 1, 1982 (the "1982 Indenture" ) ; WHEREAS, substantial interest savings and other benefits can be obtained by providing for the defeasing of the 1982 Bonds outstanding as of the date hereof; WHEREAS, the Corporation and the County have previously entered into a lease, entitled "Facility Lease 000012 (Project Phase I ) " and dated as of May 1, 1982 (the 111982 Lease" ) ; WHEREAS, the Corporation and the County have agreed to amend and restate the 1982 Lease by executing an Amended and Restated Facility Lease (Project Phase I ) , dated as of April 1, 1984 (the "Facility Lease" ) ; WHEREAS, to provide for the execution and delivery of certificates of participation evidencing a fractional undivided interest in base rental payments to be made by the County pursuant to the Facility Lease, the County, the Corporation and the Bank, as trustee, shall enter into a trust agreement, dated as of April 1, 1984 (the "Trust Agreement" ) ; WHEREAS, the Trust Agreement contemplates the setting aside of a portion of the proceeds of certificates of participation to be executed and delivered by the Trustee pursuant to the Trust Agreement (the "Certificates" ) for the purpose, among others, of providing moneys which, together with other moneys to be available therefor, will be sufficient to provide for the retirement or redemption of all outstanding 1982 Bonds together with accrued interest thereon; WHEREAS, such proceeds shall be deposited in a special trust fund to be created and maintained by the Bank under the 1982 Indenture and hereunder to be known as the Escrow Fund (the "Escrow Fund" ) ; 2 000013 040034-0008-028-3706s 04/04/84 WHEREAS, the Corporation shall direct the Bank as 1982 Trustee to use certain moneys presently held in the Revenue Fund, Principal Fund, Interest Fund and Reserve Fund established under the 1982 Indenture in order to further provide for the payment of the 1982 Bonds; WHEREAS, the Corporation and the County have taken action to cause to be issued or delivered to the Bank for deposit in or credit to the Escrow Fund certain securities and investments (the "Escrow Securities" ) consisting of (.i ) certain United States Treasury Certificates of Indebtedness and Notes - State and Local Government Series (the "State and Local Government Series Securities" ) , all as listed on Schedule I attached hereto and made a part hereof, and (ii ) certain other United States Treasury Certificates of Indebtedness and Notes - State and Local Government Series, all as listed on Schedule II attached hereto and made a part hereof, in an aggregate amount which, together with an initial cash deposit into the Escrow Fund in the amount of $372, 144. 16 and the income or increment to accrue on the Escrow Securities, will be sufficient to pay the principal installments of the 1982 Bonds together with accrued interest thereon as the same respectively become due in accordance with their stated maturity dates or are redeemed upon the first possible date of redemption of the 1982 Bonds, namely, May 1, 1992; and 3 040034-0008-028-3706s 04/04/Q P 0 01 4 WHEREAS, the 1982 Indenture and the Trust Agreement and the provisions therein set forth are herein incorporated by reference as if set forth herein in full; NOW, THEREFORE, the County, the Corporation and the Bank hereby agree as follows: Section 1 . Establishment and Maintenance of Escrow Fund. The Bank agrees to establish and maintain until the 1982 Bonds have been paid in full a fund designated as the "Escrow Fund, " and to hold the securities, investments and moneys therein at all times as a special fund and separate trust account wholly segregated from all other securities, investments or moneys on deposit with the Bank. All securities, investments and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of Section 2 hereof, to secure the payment of the 1982 Bonds. Section 2 . Investment of the Escrow Fund. (a) The Corporation, the County and the Bank each shall take all remaining necessary action to have issued and registered in the name of the Bank, for the account of the Escrow Fund, the Escrow Securities. The Corporation hereby appoints the Bank as its agent for the purchase of the Escrow Securities. The Bank as such agent shall use the proceeds of the Certificates deposited into the Escrow Fund to purchase the Escrow Securities as specified in Schedule I and shall use certain moneys presently held in the Revenue Fund, Principal Fund, Interest Fund and Reserve Fund under the 1982 4 000015 040034-0008-028-3706s 04/04/84 Indenture, in the amount of $468, 900, to purchase the Escrow Securities as specified in Schedule II . The moneys and securities in the Escrow Fund shall be in amounts 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. (b) The Bank shall not reinvest any cash portion of the Escrow Fund; provided, however, that after obtaining an unqualified opinion of nationally recognized bond counsel that such reinvestment will not cause the Certificates to be "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations- of the United States Department of the Treasury issued thereunder, and will not result in the breach of any covenant of the County contained in the Facility Lease or the Trust Agreement, the Bank may reinvest any cash portion of the Escrow Fund in direct obligations of the United States of America or obligations the payment .of the principal of and interest on which is guaranteed by a pledge of the full faith and credit of the United States of America. Any such reinvestment shall be made in securities the principal of and interest on which is payable at such times and in such amounts as will be sufficient (together with the other 5 00016 040034-0008-028-3706s 04/04/840 securities, investments and moneys in the Escrow Fund) to pay when due the 1982 Bonds in accordance with Section 3 . The Bank shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. Section 3 . Payment and Redemption of the 1982 Bonds. (a) The Bank agrees to collect and deposit in the Escrow ,Fund the principal of and interest on all Escrow Securities held for the account of the Escrow Fund, promptly as such principal and interest. become due, and to apply such principal and interest, together with any other moneys and the principal of and interest on any other securities deposited in the Escrow Fund, to the payment of the principal installments of and interest and redemption premiums, as applicable, on the 1982 Bonds at the times and places and in the manner stipulated in the 1982 Bonds and in the 1982 Indenture by retiring each of the 1982 Bonds maturing on and before May 1, 1992 on the maturity dates thereof, by redeeming on May 1, 1992 all of the 1982 Bonds maturing on and after May 1, 1993 and by paying when due the interest on the 1982 Bonds. Upon retirement in full of all principal installments of and interest on the 1982 Bonds, the Bank shall transfer any moneys or securities remaining in the Escrow Fund to the County. 6 00001 '7 040034-0008-028-3706s 04/04/84 (b) In accordance with the 1982 Indenture, the Bank is irrevocably instructed and agrees to apply the moneys or securities on deposit in the Escrow Fund to the payment upon maturity or upon the first possible date of redemption (namely, May 1, 1992 ) , as the case may be, of the 1982 Bonds. Section 4. The Corporation hereby irrevocably directs the Bank, and the Bank agrees, to cause all appropriate notices of such redemption to be given as provided in Article VIII of the 1982 Indenture and as otherwise required by the 1982 Indenture, and as follows: (a) To publish, for and on behalf of the Corporation, as soon as practicable, once a week for two (2 ) successive weeks in THE BOND BUYER, a notice to the holders of the 1982 Bonds and coupons in substantially the following form: CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION NOTICE TO HOLDERS OF CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION BONDS. (PROJECT 1) , SERIES A Notice is hereby given to the holders of the Contra Costa County Public Facilities Corporation Bonds (Project 1 ) , Series A (the "Bonds" ) and of the coupons appertaining thereto, that there has been credited to the account of Bank of America National Trust and Savings Association, as trustee under the Indenture, dated as of May 1, 1982, between said trustee and Contra Costa County Public Facilities Corporation, federal securities the principal of and interest on which if paid when due will provide moneys which, together with the moneys deposited with the Trustee at the same time, shall be sufficient and available to pay when due the principal of and interest on the Bonds maturing on and before May 1, 1992, to pay 7 000018 040034-0008-028-3706s 04/04/84 0 when due on and before May 1, 1992 interest on the Bonds maturing on and after May 1, 1993, and to pay on May 1, 1992 the principal of and redemption premiums on the Bonds maturing on and after May 1, 1993 . Dated: 1984. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By: Bank of America National Trust and Savings Association, as Trustee (b) To publish, for and on behalf of the Corporation, at least once in a Financial Newspaper or Journal (as such term is defined in the 1982 Indenture) circulated in San Francisco, California (with such publication not less than thirty (30) days nor more than sixty (60) days prior to May 1, 1992 ) , a notice of redemption of all Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A maturing on and after May 1, 1993, in substantially the following form: CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION NOTICE TO HOLDERS OF CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION BONDS (PROJECT 1) , SERIES A Notice is hereby given to the holders of the Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A (the "Bonds" ) that all Bonds maturing on and after May 1, 1993 have been called for redemption prior to maturity, and will be redeemed on May 1, 1992 (the "Redemption Date" ) in accordance with the terms of the Bonds at the principal amount thereof and accrued interest thereon to the Redemption Date, plus a premium of one-fourth of one per cent (1/4 of 1%) of such principal amount for each whole year or fraction 8 000019 040034-0008-028-3706s 04/04/84 thereof ( if any) remaining between the date fixed for redemption and their respective stated .maturities. The redemption price of and accrued interest on the Bonds maturing on or after May 1, 1993 shall become due and payable on the Redemption Date and, from and after the Redemption Date, interest on the Bonds maturing on and after May 1, 1993 shall cease to accrue. Holders of the Bonds maturing on and after May 1, 1993 and of the coupons appertaining to coupon Bonds thereof will receive payment of the redemption price and accrued interest to which they are entitled on presentation and surrender of the Bonds together with all said interest coupons maturing on and subsequent to the Redemption Date at the principal corporate trust office of Bank of America National Trust and Savings Association in San Francisco, California, and, if such Bonds are coupon bonds, also at the principal office of BankAmerica Trust Company of New York ( successor to BankAmerica Securities Services Company of New York (A Limited Purpose Trust Company) ) , in New York, New York. All unpaid interest installments on registered Bonds shall be paid by check or draft mailed to the registered owner thereof. Dated: March , 1992 . CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By: Bank of America National Trust and Savings Association, as trustee (c) To mail, for and on behalf of the Corporation, a copy of such notice of redemption given as provided in subsection (b) above, -postage prepaid, not less than thirty nor more than sixty days prior to May 1, 1992 to the respective registered owners of any registered 1982 Bonds maturing on and after May 1, 1993 at their addresses 9 000020 040034-0008-028-3706s 04/04/84 appearing on the bond registration books, and to Bank of America National Trust and Savings Association, the managing member of the syndicate that was the original purchaser of the 1982 Bonds. Section 5 . Possible Deficiencies. If at any time it shall appear to the Bank that the moneys in the Escrow Fund, including the anticipated proceeds of the Escrow Securities, will not be sufficient to make all payments required by Section 3 hereof, the Bank shall notify the Corporation in writing as soon as reasonably practicable of such fact, the amount of such deficiency and the reason therefor. Thereupon the Corporation shall use its best efforts to obtain and deposit with the Bank for deposit in the Escrow Fund, from any legally available moneys, such additional moneys as may be required to meet fully the aggregate amounts to become due and payable on the 1982 Bonds as the same become due. The Bank shall in no manner be responsible for the Corporation' s failure to make any such deposit if the Bank shall have notified the Corporation as soon as is reasonably practicable of the need for such additional moneys. Section 6. Request of the Corporation and the County. The Corporation and the County hereby irrevocably request and instruct the Bank to apply the moneys in the Escrow Fund established herein to the payment of the principal or redemption price of and all unpaid interest to 10 000021 040034-0008-028-3706s 04/04/84 maturity, or to the redemption date, as the case may be, on the 1982 Bonds, all in accordance with the terms of the 1982 Indenture. The persons signing this Escrow Agreement on behalf .of the Corporation are authorized representatives of the Corporation, and, pursuant to and only to the extent permitted by Section 13 . 03 of the 1982 Indenture, hereby request that any unclaimed moneys held in the Escrow Fund for the payment of the principal or redemption price of, or interest on, the 1982 Bonds shall be repaid to the Corporation free from the trust created by the 1982 Indenture and this Escrow Agreement, all in accordance with and subject to the terms and conditions specified in said Section 13 . 03 . Section 7. Substitution of Securities. Upon the written request of the Corporation and the County, subject to the conditions and limitations hereinafter set forth and applicable government rules and regulations, the Trustee shall sell, redeem or otherwise dispose of the securities in the Escrow Fund, if there are substituted therefor, from the proceeds of such securities, other State and Local Government Series Securities or other direct obligations of the United States of America or obligations the payment of the principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America as hereinafter provided. The Corporation and the County will not request the Trustee, nor will the Trustee be required, to exercise any powers which would have the effect of causing 11 000022 040034-0008-028-3706s 04/04/84 any of the 1984 Bonds to be "arbitrage bonds" as defined in Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations of the United States Department of the Treasury issued thereunder. The Trustee shall dispose of the securities in the Escrow Fund and purchase substitute securities only upon receipt of-- (a) a written report of a nationally recognized firm of independent certified public accountants acceptable to the Trustee to the effect that the substitute securities will mature in such principal amounts and earn interest in such amounts and at such times so that sufficient moneys will be available to pay, as the same become due, all principal and interest represented by the 1982 Bonds; and (b) an unqualified legal opinion of nationally recognized bond counsel to the effect that such disposition of the securities in the Escrow Fund and purchase of substitute securities will not cause the Bonds to be "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations of the United States Department of the Treasury issued thereunder. Section 8. Fees and Costs. (a) The Bank' s total fees and costs for and in carrying out the provisions of this Agreement pursuant to the 040034-0008-028-3706s 12 04/04/84000023 1982 Indenture have been fixed at $5, 000, which amount is to be paid at the time of delivery of the Certificates. (b) The Bank shall also be entitled to additional fees and reimbursements from the Corporation for costs incurred, including but not limited to legal and accountants' services, in connection with any litigation which may at any time be instituted involving this Agreement. (c) The fees of and the costs incurred by the Bank shall in no event be deducted from the Escrow Fund. Section 9 . Severability. If any section, paragraph, sentence, clause or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Agreement. Section 10. Execution. This 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 are one and the same Agreement. IN WITNESS WHEREOF, the County of Contra Costa, Contra Costa County Public Facilities Corporation and Bank of America National Trust and Savings Association caused this 0000?`. 13 040034-0008-028-3706s 04/04/84 Agreement to be executed each on its behalf as of the day and year first above written. 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: County Counsel By Deputy County Counsel CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President [ SEAL] Attest: Secretary 000025 14 040034-0008-028-3706s 04/04/84 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Trust Officer [ SEAL] Attest: Assistant Secretary 15 000026 040034-0008-028-3706s 04/04/84 Escrow Securities SCHEDULE I United States Treasury Certificates of Indebtedness - State and Local Government Series, as follows: Principal Interest Issue Maturity Amount Rate Date Date $7, 600 9. 69% 04/30/84 11/01/84 United States Treasury Notes - State and Local Government Series, as follows: Principal Interest Issue Maturity First Interest Amount Rate Date Date Payment Date $ 159, 100 9 . 69% 04/30/84 05/01/85 11/01/84 9, 700 9. 69 04/30/84 11/01/85 11/01/84 180,200 9. 69 04/30/84 05/01/86 11/01/84 10, 800 9. 69 04/30/84 11/01/86 11/01/84 201, 400 9. 70 04/30/84 05/01/87 11/01/84 11, 900 9. 70 04/30/84 11/01/87 11/01/84 227, 400 9. 69 04/30/84 05/01/88 11/01/84 12, 700 9. 70 04/30/84 11/01/88 11/01/84 253, 300 9 . 69 04/30/84 05/01/89 11/01/84 13 , 300 9. 70 04/30/84 11/01/89 11/01/84 278, 900 9. 69 04/30/84 05/01/90 11/01/84 13, 600 9 . 70 04/30/84 11/01/90 11/01/84 314, 200 9 . 69 04/30/84 05/01/91 11/01/84 13, 200 9. 70 04/30/84 11/01/91 11/01/84 2, 279,200 9. 69 04/30/84 05/01/92 11/01/84 16 00'0027 040034-0008-028-3706s 04/04/84 Escrow Securities SCHEDULE II United States Treasury Notes - State and Local Government Series, as follows: Principal Interest Issue Maturity First Interest Amount Rate Date Date Payment Date $468, 900 12 .289% 04/30/84 05/01/92 11/01/84 17 600028 040034-0008-028-3706s 04/04/84 V t - CERTIFICATE PURCHASE AGREEMENT RELATING TO $4,615,000 1984 CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT I (610 COURT STREET AND 30 MUIR ROAD OFFICE BUILDINGS) April 1984 by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, RAUSCHER PIERCE REFSNES, INC. , COUNTY OF CONTRA COSTA, CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee 000029 THIS CERTIFICATE PURCHASE AGREEMENT (this "Agreement" ) , dated April 1 , 1984, among Bank of America National Trust and Savings Association, a national banking association, and Rauscher Pierce Refsnes, Inc . (collectively, the "Purchasers" ) , the County of Contra Costa, a political subdivision of the State of California (the "County" ) , Contra Costa County Public Facilities Corporation, a California' nonprofit public benefit corporation (the "Corporation" ) , and Bank of America National Trust and Savings Association, as trustee under the Trust Agreement hereinafter referred to (the "Trustee" ) , providing for the purchase of 04,615,000 aggregate principal amount of 1984 Certificates of Participation for Capital Project I (610 Court Street and 30 Muir Road Office Buildings) (the "Certificates" ) , each evidencing a fractional undivided interest in base rental payments to be made by the County under an Amended and Restated Facility Lease (Project Phase I) , dated as of April 1, 1984, between the County and the Corporation (the "Amended Facility Lease" ) , WITNESSETH: WHEREAS, the County and the Corporation have entered into the Amended Facility Lease for the purpose of providing for the lease by the Corporation to the County of two office buildings located at 610 Court Street, Martinez, California, and 30 Muir Road, Martinez, California; and WHEREAS, the Corporation has assigned to the Trustee all its rights to receive base rental payments under the Amended Facility Lease pursuant to an Assignment Agreement , dated as of April 1 , 1984 , between the Corporation and the Trustee (the "Assignment Agreement" ) ; and WHEREAS, the County, the Corporation and the Trustee .have entered into a Trust Agreement, dated as of April 1 , 1984 (the "Trust Agreement" ) , appointing the Trustee and providing, inter alia, for the execution and delivery of the Certificates; and WHEREAS, the Purchasers have agreed to buy the Certificates on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises, the parties hereto do hereby agree as follows : Section 1 . Obligation to Buy the Certificates . The Purchasers severally agree to buy, in the respective amounts set forth opposite their names on the schedule contained in Exhibit A hereto, and the Trustee agrees to execute and 000030 -1- deliver, $4,565,000 aggregate principal amount of Certificates having the maturities and bearing interest at the rates set forth below: Principal Interest Payment Date Amount Rate 11/01/84 $ 85,000 05/01/85 100,000 11/01/85 105,000 05/01/86 110,000 11/01/86 115,000 05/01/87 120,000 11/01/87 125,000 05/01/88 130,000 11/01/88 140,000 05/01/89 145,000 11/01/89 150,000 05/01/90 155,000 11/01/90 165,000 05/01/91 170,000 11/01/91 180,000 05/01/92 185,000 11/01/92 195,000 05/01/93 205,000 11/01/93 215,000 05/01/94 225,000 11/01/94 235,000 05/01/95 245,000 11/01/95 260,000- 05/01/96 270,000 11/01/96 285,000 05/01/97 300,000 The Purchasers shall not be under any obligation under this Agreement to purchase less than all of the aggregate principal amount of Certificates . Section 2 . Purchase Price. The purchase price of the Certificates shall be percent of the aggregate principal amount thereof, plus accrued interest from April 1 , 1984 to the date of delivery thereof . Section 3 . Delivery of and Payment for the Certificates . The delivery of the Certificates (the "Closing" ) shall take place at 10 : 00 a.m. Pacific time on April 30, 1984 , at the offices of the Trustee, or at such other time and place as may be agreeable to the County, the Trustee, the Corporation and the Purchasers . At the Closing, the Trustee shall deliver. the Certificates to the Purchasers in definitive form, duly 000031 -2- executed, together with the other documents hereinafter mentioned, -against delivery of immediately available funds to the order of the Trustee in the amount of $ plus accrued interest . Section 4 . The Certificates . The Certificates shall be executed in accordance with the provisions of the Trust Agreement, shall be in fully registered form, shall be in such authorized denominations and shall be registered in such names as the Purchasers may request no later than five business days before the Closing, and shall be made available to the Purchasers for inspection in San Francisco, California, at least one business day before the Closing. Section 5 . Representations and Warranties of the County. The County represents and warrants to the Purchasers that : (a) The County is a political subdivision of the State of California duly created and existing under the Constitution and laws of such state, and has all necessary power and authority to enter into and perform its duties under the Amended Facility Lease, the Trust Agreement and this Agreement . (b) The Amended Facility Lease, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the County, and each of such agreements constitutes a legal , valid and binding obligation of the County, enforceable against the County in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Amended Facility Lease, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , any provision of the Constitution of the State of California or any law, administrative regulation, judgment , decree, order , license, permit, resolution, agreement or other instrument to which the County is subject or by which it is bound. (d) The statements and information concerning the County contained in the official statement prepared in connection with the proposed distribution of the Certificates , including the appendices thereto (the "Official Statement" ) , are true and complete and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in order to make the statements contained -3- 000032 therein, in light of the circumstances under which such statements were made, not misleading. Section 6 . Representations and Warranties of the Corporation. The Corporation represents and warrants to the Purchasers that: (a) The Corporation is a nonprofit public benefit corporation duly organized, existing and in good standing under the laws of the State of California, and has all necessary power and authority to enter into and perform its duties under the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement . (b) The Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Corporation, and each of such agreements constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under, the Corporation' s articles of incorporation or bylaws or any law, administrative regulation, judgment, decree, order , license, permit, resolution, agreement or other instrument to which the Corporation is subject to or by which it is bound. (d) The statements and information with respect to .the Corporation contained in the Official Statement are true and complete and do not contain any untrue statement of a material fact or omit to state any -material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. Section 7 . Representations and Warranties of the Trustee. The Trustee represents and warrants to the Purchasers that: (a) The Trustee is a national banking association duly organized and existing under the laws of the United States of America, and has all necessary power and authority to enter into and perform its duties under the Assignment Agreement, the Trust Agreement and this Agreement . 000033 -4- (b) The Assignment Agreement, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Trustee, and each of such agreements constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . The Trustee has been duly authorized to execute and deliver the Certificates to the Purchasers pursuant to the terms of the Trust Agreement and this Agreement. (c) The execution and delivery of the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under, the Trustee' s articles of incorporation or bylaws or any law, administrative regulation, judgment , decree, order, license, permit, resolution, agreement or other instrument to which the Trustee is subject to or by which it is bound. .Section 8 . Certain Covenants . (a) If, between the date of this Agreement and the Closing, any event shall occur which might cause the Official Statement to contain any untrue statement of a material fact with respect to the County or the Corporation or to omit to state any material fact with respect to the County or the Corporation required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading, then the County or the Corporation, as the case may be, shall notify the Purchasers, and if, in the opinion of the Purchasers, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County or the Corporation, as the case may be, shall cause the Official Statement to be supplemented in a form and manner approved by the Purchasers . (b) The County and the Corporation shall cooperate with the Purchasers in taking all action necessary for the qualification of the Certificates for offer and sale and the determination of the eligibility for investment in the Certificates under the securities and legal investment laws of such jurisdictions as the Purchasers shall designate and the continuation of such qualification in effect so long as required for distribution of the Certificates , provided, however, that the foregoing shall not require the. County or the Corporation to execute a general consent to service of process in any jurisdiction or the Corporation to qualify as a foreign corporation in any jurisdiction. 000034 -5- Section 9 . Conditions Precedent to Closing. The obligations of the Purchasers to buy and pay for the Certificates are subject to the following additional conditions precedent: (a) The Amended Facility Lease, the Assignment Agreement and the Trust Agreement shall each have been executed and delivered in form and substance acceptable to the Purchasers . . (b) The Purchasers shall have received the approving opinion, dated the date of Closing, of Orrick, Herrington & Sutcliffe, a Professional Corporation, Special Counsel, in the form set forth as Appendix H hereto. (c) The Purchasers shall have received a supplemental opinion of Special Counsel , dated the date of Closing, to the effect that the descriptions of the Certificates , the Agreement Amending Deed of Gift, dated as of April 1 , 1984, by and between the County and the Corporation, the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and the Escrow Agreement, dated as of April 1 , 1984, by and among the County, the Corporation and the Trustee, contained in the Official Statement fairly summarize the terms of such documents . (d) The Purchasers shall have received an opinion of Jones, Day, Reavis & Pogue, Purchasers ' Counsel , dated the date of Closing, to the effect that under existing laws, the Certificates are not required to be registered under the Securities Act of 1933, as amended, and the Trust Agreement. is not required to be qualified under the Trust Indenture Act of 1939, as amended. (e) The Purchasers shall have received a letter from Jones, Day, Reavis & Pogue, dated the date of Closing, to the effect that it has participated in various conferences with representatives of the County, the Corporation and the Purchasers at which the contents of the Official Statement were discussed, and that in the course of its participation in such discussions, no facts came to its attention that cause it to believe that the information contained in the Official Statement (except the financial and statistical information contained therein, as to which such firm expresses no opinion) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. 000035 M The Purchasers shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that, with the exception of the validation proceeding initiated by the County and the Corporation under Section 860 of the California Code of Civil Procedure in Contra Costa County Superior Court as Civil Case No. 256579, there is no action, suit or proceeding known to be pending or . threatened, restraining or enjoining the execution or delivery of the Certificates, the Amended Facility Lease, the Assignment Agreement or the Trust Agreement or in any way contesting or affecting the validity of the Certificates, the Amended Facility Lease, the Assignment Agreement or the Trust Agreement or any proceedings of the County or the Corporation taken with respect to the foregoing. (g) The Purchasers shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that ( i) the representations and warranties of the County in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, (ii) the County has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement, the Amended Facility Lease and the Trust Agreement on its part to be performed or satisfied at or before the Closing, and ( iii) no Event of Default (as defined in the Amended Facility Lease) has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default . (h) The Purchasers shall have received a certificate of the Corporation, dated the date of Closing, to the effect . that ( i) the representations and warranties of the Corporation in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, ( ii) the Corporation has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement, the Amended Facility Lease, the Assignment Agreement and the Trust Agreement on its part to be performed or. satisfied at or before the Closing and ( iii) no Event of Default (as defined in the Amended Facility Lease) has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default . ( i) The Purchasers. shall have received evidence satisfactory to them that the payment when due of principal and interest with respect to the Certificates has been insured by the Municipal Bond Insurance Association. _,_ 000036 (j ) First American Title Insurance Company, or another title insurance company acceptable to the Purchasers, shall have issued and delivered to the Trustee a policy of title insurance insuring the Corporation' s title to the Demised Premises (as such term is defined in the Amended Facility Lease) in accordance with the terms of First American Title Insurance Company' s commitment dated March 16, 1984 . (k) The Purchasers shall have received such other certificates, instruments or opinions as they may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal , valid and binding nature thereof, as well as compliance of all parties with the terms and conditions hereof . Section 10 . Events Permitting the Purchasers to Terminate. The Purchasers may terminate their obligations to buy the Certificates at any time before Closing if any of the following occurs : (a) Any legislative, executive or regulatory action or any court decision, which, in the judgment of the Purchasers, casts sufficient doubt on the legality of or the tax-exempt status of interest on obligations such as the Certificates so as materially to impair the marketability or materially to reduce the market price of such obligations . (b) Any action by-the Securities and Exchange Commission or a court which would require registration of the Certificates or any instrument securing the Certificates under the Securities Act of 1933 , as amended, in connection with the public offering thereof , or qualification of the Trust Agreement under the Trust Indenture Act of 1939, as amended. (c) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Purchasers, substantially impairs its ability to market the Certificates (d) Any event or condition which, in the judgment of the Purchasers, causes the Official Statement , including the financial statements contained therein, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. (e) The Trustee shall not have been able to buy United States Treasury State and Local Government Series -8- 000037 securities or open market United States Treasury securities in the amounts and .at the rates necessary to effect the defeasance of all the outstanding Contra Costa County Public Facilities Corporation Bonds (Project 1) , Series A. Section 11 . Fees and Expenses . (a) The Purchasers shall pay the costs and expenses incurred by them in connection with this financing, including fees paid by them to the California Debt Advisory Commission and advertising and selling expenses incurred by them, except costs and expenses incurred by them in connection with printing or reproducing the Official Statement . (b) Except as provided in subsection (c) of this Section 11 , all other costs in connection with the issuance of the Cetificates , including the cost of printing or reproducing the Official Statement and the Certificates, the fees of the Trustee, rating agency fees, the fees and disbursements of Special Counsel and any other experts or consultants retained by the County, shall be paid from the proceeds of the Certificates . (c) If the purchase of the Certificates contemplated hereby is not consummated because of any failure of the County or the Corporation to satisfy the terms and conditions hereof , then the County shall reimburse the Purchasers for all costs and expenses incurred by them in connection with printing or reporducing the Official Statement . Section 12 . Notices . Any notices to be given to the Trustee under this Agreement shall be given in writing to the Trustee at Bank of America National Trust and Savings Association, 201 Mission Street, San Francisco, California 94103 , Attention: Corporate Agency Division. Any notices to be given the Purchasers shall be given in writing to Bank of America National Trust and Savings Association, 555 California Street, San Francisco, California 94104 , Attention: Bank Investment Securities Division, and to Rauscher Pierce Refsnes , Inc. , One California Street, Suite 2630 , San Francisco, California 94111, Attention: Leslie O. .Lynch, Jr . Any notices to be given to the County shall be given in writing to County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553 ,_ Attention: Clerk of the Board of Supervisors, and any notices to be given to the . Corporation shall be given in writing to Contra Costa County Public Facilities Corporation in care of the County at the foregoing address . Section 13 . No Assignment; Survival of Representations and Warranties . This Agreement has been made 000038 -9- by the Trustee, the Corporation, the County and the Purchasers and no person other than the foregoing and their respective successors and assigns shall acquire or have any right under or by virtue of this Agreement. All of the representations, warranties and agreements contained in this Agreement shall survive the delivery of and payment for the Certificates . Section 14 . Applicable Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 15 . Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof . (SEAL) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, Attest : as Purchaser By: By: Title: Title: (SEAL) RAUSCHER PIERCE REFSNES, INC. Attest: By: By: Title: Title: (SEAL) COUNTY OF CONTRA COSTA Attest : By: By: County Clerk and Ex Chairman of the Board of Officio Clerk of the Supervisors Board of Supervisors -10- 000039 S Approved as to form: County Counsel By: - Deputy County Counsel (SEAL) CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION Attest : By: By: Secretary President (SEAL) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee Attest : By: By: Title: Title: 2330C -11- CCe-22b RESOLUTION `N,6. a 6 5 OF THE BOARD; OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA _ CALIFORNIA RESOLUTION APPROVING FINAL FORMS OF AND AUTHORIZING EXECUTION OF AN AGREEMENT AMENDING DEED OF GIFT (2425 BISSO LANE OFFICE BUILDING) , AN AMENDED AND RESTATED FACILITY LEASE (2425 BI.SSO LANE OFFICE BUILDING) , AND A TRUST AGREEMENT, APPROVING FORMS OF AND AUTHORIZING EXECUTION OF CERTIFICATE PURCHASE AGREEMENT AND ESCROW AGREEMENT, APPROVING ISSUANCE OF CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT II , APPROVING SALE OF AND OFFICIAL STATEMENT FOR SAID CERTIFICATES OF .PARTICIPATION, APPROVING ASSIGNMENT OF A PORTION OF A LEGAL SERVICES CONTRACT AND AUTHORIZING EXECUTION OF NECESSARY- CERTIFICATES. WHEREAS, this Board of Supervisors, by Resolution No. 84/104, adopted February 21, 1984, approved the forms of and authorized execution of an Agreement Amending Deed of Gift (2425 Bisso Lane .Office Building) , an Amended and Restated Facility Lease .(2425 Bisso Lane Office Building) , and a Trust Agreement, and requested Contra Costa County Public Facilities Corporation, a California nonprofit public 000040 benefit corporation (herein called the "Corporation" ) , to take all necessary action to accomplish the .defeasance of the Certificates of Participation (2425 Bisso Lane Office Building) (herein called the "1982 Certificates" ) originally issued for the .purpose of financing the acquisition for the use of the County of an, office building located at 2425 Bisso Lane, Concord, California (herein called "Capital Project II" ) ; and WHEREAS, under said Amended and Restated Facility Lease (2425 Bisso Lane Office Building) (herein called the "Facility Lease" ) , the County would be obligated to make base rental payments to the Corporation for the lease of Capital . Project II ; 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; and WHEREAS, under said Trust Agreement Bank of America National Trust and Savings Association, as trustee, will execute and deliver certificates of participation (herein called the "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, 2 00004.E and will use the proceeds, together with other moneys available to the Corporation, to defease the 1982 Certificates; and WHEREAS, Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc . , as purchasers, have submitted to the County and the Corporation an agreement (herein called the "Certificate Purchase Agreement") to purchase the Certificates of Participation; and 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 for the County and the Corporation. to enter into the Certificate Purchase Agreement and for. the Corporation to defease the 1982 Certificates to reduce the rentals to be paid by the County for Capital Project II . Section 3 . The final forms of the agreements approved initially by Resolution No. 84/104 and each dated as of April 1, 1984, entitled (i ) "Agreement Amending Deed of 3 103042 Gift (2425 Bisso Lane Office Building) , " between the Corporation and the County, (ii) "Amended and Restated Facility Lease (2425 Bisso Lane Office Building) , " between the Corporation and the County, and (iii ) "Trust Agreement, " between the Corporation, the County and Bank of America National Trust and Savings Association, as trustee, submitted to .this Board of Supervisors, are hereby approved. Section 4. The schedule of Base Rental payments to be paid by .the County pursuant to the Facility Lease and contained therein is hereby approved. Section 5 . The form of agreement, dated April 5, 1984 and entitled "Certificate Purchase Agreement Relating to $1, 810, 000 1984 Certificates of Participation for Capital Project II (2425 Bisso Lane Office Building)" between the Corporation, the County, Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc. , as purchasers, 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 Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. 4 000043 Section 6. The form of agreement, dated as of April .l, 1984 and entitled "Escrow. 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 Supervisors are authorized and .directed to execute and deliver an agreement in substantially said. form. 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 (2425 Bisso Lane Office Building) , the . Facility Lease, said .Trust Agreement, said Escrow Agreement and the Certificate Purchase 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. Certificates of Participation, in an aggregate principal amount of- $1, 810, 000, proposed to be executed and delivered by the Trustee under said Trust Agreement to Bank of America National Trust and Savings Association and Rauscher Pierce Refsnes, Inc . , as purchasers, 5 Q ®0044; and an official statement, dated April 5, 1984, describing the Certificates of Participation; submitted to this Board of Supervisors, are hereby approved. The proposed sale of the Certificates of Participation, representing interest at the interestrates set forth in the Certificate Purchase Agreement, for cash at par value ( less a discount of $53, 214) , is hereby approved. Section 9. - The assignment by the County to the Corporation of the portion of the contract for the performing of legal services between Orrick, Herrington & Sutcliffe, A Professional Corporation, and the County, dated March 9, 1982, relating to the Certificates of Participation (the Corporation assuming the obligation to make payments due and to be due under such portion of the contract) , . be and it is hereby approved. The Chairman and the Clerk of the Board of Supervisors are authorized and directed to execute the appropriate documents evidencing such assignment. Section 10. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the .County be and they are hereby authorized and directed to execute and deliver any and all 6 000045 certificates and representations, including signature certificates, no-;-litigation certificates, arbitrage bond certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Certificates of Participation, necessary and desirable to accomplish the transactions set forth above. Section 11 . This resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 5th day of April, 1984. " 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 .� eputy Clerk of th Board of Supervisors of the County of Contra Costa, State of California 000046 i t CLERK' S CERTIFICATE I , A. Joseph 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 5th day of April, 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: Supervisors Fanden, Schroder, Torlakson NOES: None ABSENT: Supervisors Powers , McPeak 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 since the date of its adoption, and the same is now in full force and effect. 000047 t1 WITNESS my hand and the seal of the County of Contra Costa this 5th day of April 1 1984. Dep ' y Jerk of the Bo rd of Supervisors of the County of Contra Costa, State of California [Seal ] 2 000048 CERTIFICATE PURCHASE .AGREEMENT RELATING TO $1,810,000 1984 CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT II (2425 BISSO LANE OFFICE BUILDING) April 1984 by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, RAUSCHER PIERCE REFSNES, INC. , COUNTY OF CONTRA COSTA, CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee 000049 THIS CERTIFICATE PURCHASE AGREEMENT (this ,Agreement"-) , dated April , 1984, among Bank of America National Trust and Savings Association, a national banking association, and Rauscher Pierce Refsnes, Inc . (collectively, the "Purchasers" ) , the County of Contra Costa, a political subdivision of the State of California (the "County" ) , Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (the "Corporation" ) , and Bank of America National Trust and Savings Association, as trustee under the Trust Agreement hereinafter referred to (the "Trustee" ) , providing for the purchase of $1,810,000 aggregate principal amount of 1984 Certificates of Participation for Capital Project II (2425 Bisso Lane Office Building) (the "Certificates" ) , each evidencing a fractional undivided interest in base rental payments to be made by the County under an Amended and Restated Facility Lease (2425 Bisso Lane Office Building) , dated as of April 1 , 1984 , between the County and the Corporation (the "Amended Facility Lease" ) , WITNESSETH: WHEREAS, the County and the Corporation have entered into the Amended Facility Lease for the purpose of providing for the lease by the Corporation to the County of an office building located at 2425 Bisso Lane, Concord, California; and WHEREAS, the Corporation has assigned to the Trustee all its rights to receive base rental payments under the Amended Facility Lease pursuant to an Assignment Agreement, dated as of April 1 , 1984 , between the Corporation and the Trustee (the "Assignment Agreement" ) ; and WHEREAS, the County, the Corporation and the Trustee have entered into a Trust Agreement, dated as of April 1 , 1984 (the "Trust Agreement" ) , appointing the Trustee and providing, inter alia, for the execution and delivery of the Certificates ; and WHEREAS, the Purchasers have agreed to buy the Certificates on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the premises , the parties hereto do hereby agree as follows : 000050 -1- Section 1 . Obligation to Buy the Certificates . The Purchasers severally agree to buy, in the respective amounts set forth opposite their names on the schedule contained in Exhibit A hereto, and the Trustee agrees to execute and deliver, $1,815,000 aggregate principal amount of Certificates having the maturities and bearing interest at the rates set forth below:. Principal Interest Payment Date Amount Rate 01/01/85 $ 60,000 6.00% 07/01/85 85,000 6.00 01/01/86 90,000 6.50 07/01/86 95,000 6.50 01/01/87 95,000 7.00 07/01/87 100,000 7.00 01/01/88 105,000 7.50 07/01/88 110,000 7.50 01/01/89 115,000 7.75 07/01/89 120,000 7.75 01/01/90 125,000 8.00 07/01/90 130,000 8.00 01/01/91 135,000 8.25 07/01/91 140,000 8,25 01/01/92 150,000 8.50 07/01/92 155,000 8.50 The Purchasers shall not be under any obligation under this Agreement to purchase less than all of the aggregate principal amount of Certificates . Section 2 . Purchase Price. The purchase price of the Certificates shall be percent of the aggregate principal amount thereof, plus accrued interest from April 1 , 1984 to the date of delivery thereof . Section 3 . Delivery of and Payment for the Certificates . The delivery of the Certificates (the "Closing" ) shall take place at 10 : 00 a.m. Pacific time on April 30 , 1984 , at the offices of the Trustee, or at such other time and place as may be agreeable to the County, the Trustee, the Corporation and the Purchasers. At the Closing, the Trustee shall deliver the Certificates to the Purchasers in definitive form, duly executed, together with the other documents hereinafter mentioned, against delivery of immediately available funds to the order of the Trustee in the amount of $ plus accrued interest . 000051 -2- Section 4 . The Certificates . The Certificates shall be executed in accordance with the provisions of the Trust Agreement, shall be in fully registered form, shall be in such authorized denominations and shall be registered in such names as the Purchasers may request no later than five business days before the Closing, and shall be made available to the Purchasers for inspection in San Francisco, California, at . least one business day before the Closing. Section 5 . Representations and Warranties of the County. The County represents and warrants to the Purchasers that : (a) The County is a political subdivision of the State of California duly created and existing under the Constitution and laws of such state, and has all necessary power and authority to enter into and perform its duties under the Amended Facility Lease, the Trust Agreement and this Agreement . (b) The Amended Facility Lease, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the County, and each of such agreements constitutes a legal , valid and binding obligation of the County, enforceable against the County in accordance with its terms , subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Amended Facility Lease, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , any provision of the Constitution of the State of California or any law, administrative regulation, judgment , decree, order , license, permit, resolution, agreement or other instrument to which the County is subject or by which it is bound. (d) The statements and information concerning the County contained in the official statement prepared in connection with the proposed distribution of the Certificates , including the appendices thereto (the "Official Statement" ) , are true and complete and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. 000052 -3- Section 6 . Representations and Warranties of the Corporation-. The Corporation represents and warrants to the Purchasers that : (a) The Corporation is a nonprofit public benefit corporation duly organized, existing and in good standing under the laws .of the State of California, and has all necessary power and authority to enter into and perform its duties under the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement . (b) The Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Corporation, and each of such agreements constitutes a legal , valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights , and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under, the Corporation' s articles of incorporation or bylaws or any law, administrative regulation, judgment , decree, order , license, permit , resolution, agreement or other instrument to which the Corporation is subject to or by which it is bound. (d) The statements and information with respect to the Corporation contained in the official Statement are true and complete and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. Section 7 . Representations and Warranties of the Trustee. The Trustee represents and warrants to the Purchasers that: (a) The Trustee is a national banking association duly organized and existing under the laws of the United States of America, and has all necessary power and authority to enter into and perform its duties under the Assignment Agreement , the Trust Agreement and this Agreement . 000053 -4- r (b) The Assignment Agreement, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Trustee, and each of such agreements constitutes a legal , valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . The Trustee has been duly authorized to execute and deliver the Certificates to the Purchasers pursuant to the terms of the Trust Agreement and this Agreement . (c) The execution and delivery of the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , the Trustee' s articles of incorporation or bylaws or any law, administrative regulation, judgment , decree, order , license, permit , resolution, agreement or other instrument to which the Trustee is subject to or by which it is bound. Section 8 . Certain Covenants . (a) If, between the date of this Agreement and the Closing, any event shall occur which might cause the Official Statement to contain any untrue statement of a material fact with respect to the County or the Corporation or to omit to state any material fact with respect to the County or the Corporation required to be stated therein in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading, then the County or the Corporation, as the case may be, shall notify the Purchasers, and if, in the opinion of the Purchasers , such event requires the preparation and publication of a supplement or amendment to the Official Statement, the County or the Corporation, as the case may be, shall cause the Official Statement to be supplemented in a form and manner approved by the Purchasers . (b) The County and the Corporation shall cooperate with the Purchasers in taking all action necessary for the qualification of the Certificates for offer and sale and the determination of the eligibility for investment in the Certificates under the securities and legal investment laws of such jurisdictions as the Purchasers shall designate and the continuation of such qualification in effect so long as required for distribution of the Certificates , provided, however, that the foregoing shall not require the County or the 000054 -5- Corporation to execute a general consent to service of process in any jurisdiction or the Corporation to qualify as a foreign corporation in any jurisdiction. Section 9 . Conditions Precedent to Closing. The obligations of the Purchasers to buy and pay for the Certificates are subject to the following additional conditions precedent: (a) The Amended Facility Lease, the Assignment Agreement and the Trust Agreement shall each have been executed and delivered in form and substance acceptable to the Purchasers . (b) The Purchasers shall have received the approving opinion, dated the date of Closing, of Orrick, Herrington & Sutcliffe, a Professional Corporation, Special Counsel, in the form set forth as Appendix H hereto. (c) The Purchasers shall have received a supplemental opinion of Special Counsel , dated the date of Closing, to the effect that the descriptions of the Certificates, the Agreement Amending Deed of Gift, dated as of April 1 , 1984 , by and between the County and the Corporation, the Amended Facility Lease, the Assignment Agreement, the Trust Agreement and the Escrow Agreement, dated as of April 1 , 1984 , by and among the County, the Corporation and the Trustee, contained in the Official Statement fairly summarize the terms of such documents . (d) The Purchasers shall have received an opinion of Jones , Day, Reavis & Pogue, Purchasers ' Counsel , dated the date of Closing, to the effect that under existing laws, the Certificates are not required to be registered under the Securities Act of 1933 , as amended, and the Trust Agreement is not required to be qualified under the Trust Indenture Act of 1939 , as amended. (e) The Purchasers shall have received a letter from Jones, Day, Reavis & Pogue, dated the date of Closing, to the effect that it has participated in various conferences with representatives of the County, the Corporation and the Purchasers at which the contents of the Official Statement were discussed, and that in the course of its participation in such discussions, no facts came to its attention that cause it to believe that the information contained in the Official Statement (except the financial and statistical information contained therein, as to which such firm expresses no opinion) contains any untrue statement of a material fact or omits to 000055 -6- .state any material fact required to be stated therein in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. (f) The Purchasers shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that, with the exception of the validation proceeding initiated by the County and the Corporation under Section 860 of the California Code of Civil Procedure in Contra Costa County Superior Court as Civil Case No . 256578 , there is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the execution or delivery of the Certificates, the Amended Facility Lease, the Assignment Agreement or the Trust Agreement or in any way contesting or affecting the validity of the Certificates , the Amended Facility Lease, the Assignment Agreement or the Trust Agreement or any proceedings of the County or the Corporation taken with respect to the foregoing. (g) The Purchasers shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that ( i) the representations and warranties of the County in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, ( ii ) the County has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement, the Amended Facility Lease and the Trust Agreement on its part to be performed or satisfied at or before the Closing, and ( iii) no Event of Default (as defined in the Amended Facility Lease) has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default . (h) The Purchasers shall have received a certificate of the Corporation, dated the date of Closing, to the effect that (i) the representations and warranties of the Corporation in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, ( ii) the Corporation has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement, the Amended Facility Lease, the Assignment Agreement and the Trust Agreement on its part to be performed or satisfied at or before the Closing and ( iii) no Event of Default (as defined in the Amended Facility Lease) has 000050 -7- occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default . ( i) The Purchasers shall have received evidence satisfactory to them that the payment when due of principal and interest with respect to the Certificates has been insured by the Municipal Bond Insurance Association. (j ) First American Title Insurance Company, or another title insurance company acceptable to the Purchasers , shall have issued and delivered to the Trustee a policy of title insurance insuring the Corporation' s title to the Demised Premises (as such term is defined in the Amended Facility Lease) in accordance with the terms of First American Title Insurance Company' s commitment dated March 16 , 1984 . (k) The Purchasers shall have received such other certificates, instruments or opinions as they may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal , valid and binding nature thereof , as well as compliance of all parties with the terms and conditions hereof . Section 10 . Events Permitting the Purchasers to Terminate. The Purchasers may terminate their obligations to buy the Certificates at any time before Closing if any of the following occurs : (a) Any legislative, executive or regulatory action or any court decision, which, in the judgment of the Purchasers , casts sufficient doubt on the legality of or the tax-exempt status . of interest on obligations such as the Certificates so as materially to impair the marketability or materially to reduce the market price of such obligations . (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Certificates or any instrument securing the Certificates under the Securities Act of 1933 , as amended, in connection with the public offering thereof, or qualification of the Trust Agreement under the Trust Indenture Act of 1939 , as amended. (c) Any restriction on trading in securities , or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the -8- 00005 Purchasers, substantially impairs its ability to market the Certificates . (d) Any event or condition which, in the judgment of the Purchasers, causes the Official Statement, including the financial statements contained therein, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein in order to make the statements contained therein, in light of the circumstances under which . such statements were made, not misleading. (e) The Trustee shall not have been able to buy United States Treasury State and Local Government Series securities or open market United States Treasury securities in the amounts and at the rates necessary to effect the defeasance of all the outstanding Contra Costa County Certificates of Participation (2425 Bisso Lane Office Building) . Section 11 . Fees and Expenses . (a) The Purchasers shall pay the costs and expenses incurred by them in connection with this financing, including fees paid by them to the California Debt Advisory Commission and advertising and selling expenses incurred by them, except costs and expenses incurred by them in connection with printing or reproducing the Official Statement . (b) Except as provided in subsection (c) of this Section 11 , all other costs in connection with the issuance of the Cetificates, including the cost of printing or reproducing the Official Statement and the Certificates, the fees of the Trustee, rating agency fees, the fees and disbursements of Special Counsel and any other experts or consultants retained by the County, shall be paid from the proceeds of the Certificates . (c) If the purchase of the Certificates contemplated hereby is not consummated because of any failure of the County or the Corporation to satisfy the terms and conditions hereof , then the County shall reimburse the Purchasers for all costs and expenses incurred by them in connection with printing or reporducing the Official Statement . Section 12 . Notices . Any notices to be given to the Trustee under this Agreement shall be given in. writing to the Trustee at Bank of America National Trust and Savings Association, 201 Mission Street , San Francisco, California 94103, Attention: Corporate Agency Division. Any notices to 000058 -9- t ' be given the Purchasers shall be given in writing to Bank of America National Trust and Savings Association, 555 California Street, San Francisco, California 94104 , Attention: Bank investment Securities Division, and to Rauscher Pierce Refsnes , Inc . , One California Street, Suite 2630 , San Francisco, California 94111 , Attention: Leslie 0. Lynch, Jr . Any notices to be given to the County shall be given in writing to County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553 , Attention: Clerk of the Board of Supervisors , and any notices to be given to the Corporation shall be given in writing to Contra Costa County Public Facilities Corporation in care of the County at the foregoing address . Section 13 . No Assignment; Survival of Representations and Warranties . This Agreement has been made by the Trustee, the Corporation, the County and the Purchasers and no person other 'than the foregoing and their respective successors and assigns shall acquire or have any right under or by virtue of this Agreement . All of the representations, warranties and agreements contained in this Agreement shall survive the delivery of and payment for the Certificates . Section 14 . Applicable Law. This Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 15 . Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof . (SEAL) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, Attest : as Purchaser By: By: Title: Title : (SEAL) RAUSCHER PIERCE REFSNES, INC . Attest: By: By: Title: Title: 000059 -10- i (SEAL) COUNTY OF CONTRA COSTA Attest: By: BY: County Clerk and Ex Chairman of the Board of Officio Clerk of the Supervisors Board of Supervisors Approved as to form: County Counsel By: Deputy County Counsel (SEAL) CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION Attest : By: By: Secretary President (SEAL) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee Attest: By: By: Title: Title: 2383C CCe-70 Y 3909s 4-4-84 Draft (1st Draft) ESCROW AGREEMENT by and among the COUNTY OF CONTRA COSTA and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated as of April 1, 1984 RELATING TO $1, 900,000 ORIGINAL AMOUNT OF CERTIFICATES OF PARTICIPATION (2425 Bisso Lane Office Building) 000001 ESCROW AGREEMENT This ESCROW AGREEMENT, dated for convenience as of April 1., 1984, by and among 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" ) , CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation" ) , and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association having a principal corporate trust office in San Francisco, California and being qualified to accept and administer the trusts hereby created (the "Bank" ) ; WITNESSETH: WHEREAS, the Bank has heretofore duly executed and delivered Certificates of Participation (2425 Bisso Lane Office Building) , dated June 1, 1982, in the aggregate principal amount of $1,900,000 (the "1982 Certificates" ) pursuant to a trust agreement between the County, the Corporation and the Bank, as trustee thereunder, dated as of June 1, 1982 (the "1982 Trust Agreement" ) ; WHEREAS, substantial interest savings and other benefits can be obtained by providing for the defeasing of the 19.82 Certificates outstanding as of the date hereof; 000062 WHEREAS, the Corporation and the County have previously entered into a lease, entitled "Facility Lease/ Purchase Agreement (2425 Bisso Lane Office Building) " and dated as of June 1, 1982 (the "1982 Lease" ) ; WHEREAS, the Corporation and the County have agreed to amend and restate the 1982 Lease by executing an Amended and Restated Facility Lease (2425 Bisso Lane Office Building) , dated as of April 1, 1984 (the "Facility Lease" ) ; WHEREAS, to provide for the execution and delivery of certificates of participation evidencing a fractional undivided interest in base rental payments to be made by the County pursuant to the Facility Lease, the County, the Corporation and the Bank, as trustee, shall enter into a trust agreement, dated as of April 1, 1984 (the "Trust Agreement" ) ; WHEREAS, the Trust Agreement contemplates the setting aside of a portion of the proceeds of certificates of participation to be executed and delivered by the Trustee pursuant to the Trust Agreement (the "1984 Certificates" ) for the purpose, among others, of providing moneys which, together with other moneys to be available therefor, will be sufficient to provide for the payment when due of all outstanding 1982 Certificates together with accrued interest thereon; WHEREAS, such proceeds shall be deposited in a special trust fund to be created and maintained by the Bank 2 000063 040511-0015-028-3909s 04/04/84 under the 1982 Trust Agreement and hereunder to be known as the Escrow Fund (the "Escrow Fund" ) ; WHEREAS, the County shall direct the Bank as 1982 Trustee to use certain moneys presently held in the Revenue Fund, Principal Fund, Interest Fund and Reserve Fund established under the 1982 Trust Agreement in order to further provide for the payment of the 1982 Certificates; WHEREAS, the Corporation and the County have taken action to cause to be issued or delivered to the Bank for deposit in or credit to the Escrow Fund certain securities and investments (the "Escrow Securities" ) consisting of (i ) certain United States Treasury Certificates of Indebtedness and Notes - State and Local Government Series (the "State and Local Government Series Securities" ) , all as listed on Schedule I attached hereto and made a part hereof, and (ii ) certain direct obligations of the United States of America or obligations the payment of the principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America, all as listed on Schedule II attached hereto and made a part hereof, in an aggregate amount which, together with an initial cash deposit into the Escrow Fund in the amount of $66.95 and the income or increment to accrue on the Escrow Securities, will be sufficient to pay the,, principal installments of the 1982 Certificates together with accrued interest thereon as the 3 6. 00064 040511-0015-028-3909s 04/04/84 same respectively become payable in accordance with their stated payment dates; and WHEREAS, the 1982 Trust Agreement and the Trust Agreement and the provisions therein set forth are herein incorporated by reference as if set forth herein in full; NOW, THEREFORE, the County, the Corporation and the Bank hereby agree as follows: Section 1 . Establishment and Maintenance of Escrow Fund. The Bank agrees to establish and maintain until the 1982 Certificates have been paid in full a fund designated as the "Escrow Fund, " and to hold the securities, investments and moneys therein at all times as a special fund and separate trust account wholly segregated from all other securities, investments or moneys on deposit with the Bank. All securities, investments and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of Section 2 hereof, to secure the payment of the 1982 Certificates. Section 2 . Investment of the Escrow Fund. (a) The Corporation, the County and the Bank each shall take all remaining necessary action to have issued and registered in the name of the Bank, for the account of the Escrow Fund, the Escrow Securities. The Corporation and the County hereby appoint the Bank as their agent for the purchase of the Escrow Securities. The Bank as such agent shall use the proceeds of the 1984 Certificates deposited 000065' 4 040511-0015-028-3909s 04/04/84 into the Escrow Fund to purchase the State and Local Government Series Securities as specified in Schedule I and shall use the certain moneys presently held in the Revenue Fund, Principal Fund, Interest Fund and Reserve Fund under the 1982 Trust Agreement, in the amount of $255,000, to purchase the Escrow Securities as specified in Schedule II . The moneys and securities in the Escrow Fund shall be in amounts 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 Certificates at the earliest possible dates. (b) The Bank shall not reinvest any cash portion of the Escrow Fund; provided, however, that after obtaining an unqualified opinion of nationally recognized bond counsel that such reinvestment will not cause the 1984 Certificates to be "arbitrage bonds" as defined in Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations of the United States Department of the Treasury issued thereunder, and will not result in the breach of any covenant of the County contained in the Facility Lease or the Trust Agreement, the Bank may reinvest any cash portion of the Escrow Fund indirect obligations of the United States of America or obligations the payment of the principal of and interest on which is guaranteed by a pledge of the full faith 000066 5 040511-0015-028-3909s 04/04/84 and credit of the United States of America. Any such reinvestment shall be made in securities the principal of and interest on which is payable at such times and in such amounts. as will be sufficient (together with the other securities, investments and moneys in the Escrow Fund) to pay when payable the 1982 Certificates in accordance with Section 3 . The Bank shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. Section 3 . Payment of the 1982 Certificates. (a) The Bank agrees to collect and deposit in the Escrow Fund the principal of and interest on all Escrow Securities held for the account of the Escrow Fund, promptly as such principal and interest become due, and to apply such principal and interest, together with any other moneys and the principal of and interest on any other securities deposited in the Escrow Fund, to the payment of the principal and interest represented by the 1982 Certificates at the times and places and in the manner stipulated in the 1982 Certificates and in the 1982 Trust Agreement by paying each of the 1982 Certificates on the payment dates thereof, and by paying when due the interest represented by the 1982 Certificates. Upon payment in full of all principal and interest represented by the 1982 Certificates, the Bank shall 000007 6 040511-0015-028-3909s 04/04/84 transfer any moneys or securities remaining in the Escrow Fund to the County. (b) In accordance with the 1982 Trust Agreement, the Bank is irrevocably instructed and agrees to apply the moneys or securities on deposit in the Escrow Fund to the payment upon the payment dates of the 1982 Certificates. Section 4. Notice of Payment. The Corporation hereby irrevocably directs the Bank, and the Bank agrees, to publish, for and on behalf of the Corporation, as soon as practicable, once a week for two (2) successive weeks in THE BOND BUYER, a notice to the holders of the 1982 Certificates and coupons in substantially the following form: COUNTY OF CONTRA COSTA CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION NOTICE TO HOLDERS OF CERTIFICATES OF PARTICIPATION (2425 Bisso Lane Office Building) Notice is hereby given to the holders of the Certificates of Participation (2425 Bisso Lane Office Building) (the "Certificates" ) and of the coupons appertaining thereto, that there has been credited to the account of Bank of America National Trust and Savings Association, as trustee under the Trust Agreement, dated as of June 1, 1982, between said trustee, the County of Contra Costa and Contra Costa County Public Facilities Corporation, federal securities the principal of and interest on which if paid when due will provide moneys which, together with the moneys deposited with the Trustee at the same time, shall 000068 7 040511-0015-028-3909s 04/04/84 be sufficient and available to pay when due the principal and interest represented by the Certificates on their respective payment dates. Dated: 1984. COUNTY OF CONTRA COSTA CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By: Bank of America National Trust and Savings Association, as Trustee Section 5 . Possible Deficiencies. If at any time it shall appear to the Bank that the moneys in the Escrow Fund, including the anticipated proceeds of the Escrow Securities, will not be sufficient to make all payments required by Section 3 hereof, the Bank shall notify the County in writing as soon as reasonably practicable of such fact, the amount of such deficiency and the reason therefor. Thereupon the County shall use its best efforts to obtain and deposit with the Bank for deposit in the Escrow Fund, from any legally available moneys, such additional moneys as may be required to meet fully the aggregate amounts represented by the 1982 Certificates as the same become due. The Bank shall in no manner be responsible for the County' s failure to make any such deposit if the Bank shall have notified the County as soon as is reasonably practicable of the need for such additional moneys. Section 6. Request of the Corporation and the County. The Corporation and the County hereby irrevocably 00060 8 040511-0015-028-3909s 04/04/84 request and instruct the Bank to apply the moneys in the Escrow Fund established herein to the payment of the principal and all unpaid interest to maturity represented by the 1982 Certificates, all in accordance with the terms of the 1982 Certificates. The persons signing this Escrow Agreement on behalf of the Corporation are authorized representatives of the Corporation, and, pursuant to and only to the extent permitted by Section 9.02 of the 1982 Trust Agreement, hereby request that any unclaimed moneys held in the Escrow Fund for the payment of the principal or interest represented by the 1982 Certificates shall be paid to the County free from the trust created by the 1982 Trust Agreement and this Escrow Agreement, all in accordance with and subject to the terms and conditions specified in said Section 9. 02. Section 7. Substitution of Securities. Upon the written request of the Corporation and the County, subject to the conditions and limitations hereinafter set forth and applicable government rules and regulations, the Trustee shall sell, redeem or otherwise dispose of the securities in the Escrow Fund, if there are substituted therefor, from the proceeds of such securities, other State and Local Government Series Securities or other direct obligations of the United States of America or obligations for payment of the principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America, as 000070 9 040511-0015-028-3909s 04/04/84 hereinafter provided. The Corporation and the County will not request the Trustee, nor will the Trustee be required, to exercise any powers which would have the effect of causing any of the 1984 Certificates to be "arbitrage bonds" as . defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations of the United States Department of the Treasury issued thereunder. The Trustee shall dispose of the securities in the Escrow Fund and purchase substitute securities only upon receipt of-- (a) a written report of a nationally recognized firm of independent certified public accountants acceptable to the Trustee to the effect that the substitute securities will mature in such principal amounts and earn interest in such amounts and at such times so that sufficient moneys will be available to pay, as the same become due, all principal and interest represented by the 1982 Certificates; and (b) an unqualified legal opinion of nationally recognized bond counsel to the effect that such disposition of the securities in the Escrow Fund and purchase of substitute securities will not cause the 1984 Certificates to be "arbitrage bonds" as defined in Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations of the United States Department of the Treasury issued thereunder. 000071 10 040511-0015-028-3909s 04/04/84 Section 8. Fees and Costs. (a) The Bank' s total fees and costs for and in carrying out the provisions of this Agreement pursuant to the 1982 Trust Agreement have been fixed at $5,000, which amount is to be paid at the time of delivery of the 1984 Certificates. (b) The Bank shall also be entitled to additional fees and reimbursements from the County for costs incurred, including but not limited to legal and accountants' services, in connection with any litigation which may at any time be instituted involving this Agreement. (c) The fees of and the costs incurred by the Bank shall in no event be deducted from the Escrow Fund. Section 9. Severability. If any section, paragraph, sentence, clause or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Agreement. Section 10. Execution. This 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 are one and the same Agreement. IN WITNESS WHEREOF, the County of Contra Costa, Contra Costa County Public Facilities Corporation and Bank of America National Trust and Savings Association caused this 000072- 040511-0015-028-3909s 00072040511-0015-028-3909s 04/04/84 Agreement to be executed each on its behalf as of the day and year .first above written. 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: County Counsel By Deputy County Counsel CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President [SEAL] Attest: Secretary 0000'73 12 040511-0015-028-3909s 04/04/84 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Trust Officer [ SEAL] Attest: Assistant Secretary 000074 13 040511-0015-028-3909s 04/04/84 Escrow Securities SCHEDULE I United States Treasury Certificates of Indebtedness - State and Local Government Series, as follows: Principal Interest Issue Maturity Amount Rate Date Date $184,200 9.87% 04/30/84 07/01/84 6, 300 9.87 04/30/84 01/01/85 United States Treasury Notes - State and Local Government Series, as follows: Principal Interest Issue Maturity First Interest Amount Rate Date Date Payment Date $141, 700 9 .87% 04/30/84 07/01/85 07/01/84 5, 700 9. 87 04/30/84 01/01/86 07/01/84 160, 900 9. 87 04/30/84 07/01/86 07/01/84 4, 500 9.87 04/30/84 01/01/87 07/01/84 174, 800 9.86 04/30/84 07/01/87 07/01/84 4, 500 9.85 04/30/84 01/01/88 07/01/84 199, 600 9.85 04/30/84 07/01/88 07/01/84 3,800 9.85 04/30/84 01/01/89 07/01/84 219,000 9.85 04/30/84 07/01/89 07/01/84 2, 600 9. 85 04/30/84 01/01/90 07/01/84 242, 800 9.85 04/30/84 07/01/90 07/01/84 1,000 9.85 04/30/84 01/01/91 07/01/84 270, 900 9.85 04/30/84 07/01/91 07/01/84 46,900 9.85 04/30/84 07/01/92 07/01/84 000075 Escrow Securities SCHEDULE II $255, 000 U. S. Treasury Note 13-3/4% Due 5-15-92