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HomeMy WebLinkAboutMINUTES - 04031984 - 1.43 CCf-22a 3846s RESOLUTION NO. -F { / *S OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING ADDITIONAL INVESTMENT BY BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION IN COUNTY ADMINISTRATION BUILDING AND PLEASANT HILL COUNTY BUILDING, APPROVING FORMS OF AND AUTHORIZING EXECUTION OF A SITE LEASE (CAPITAL PROJECT III ) , AN AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) , A TRUST AGREEMENT, A CAPITAL PROJECT III PURCHASE AGREEMENT AND A CONTRACT TO PURCHASE OPTIONS, APPROVING FORM OF AN ASSIGNMENT AGREEMENT AND AUTHORIZING VALIDATION ACTION. WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (herein called the "Corporation" ) , has been incorporated by a group of public spirited citizens of the County of Contra Costa (herein called the "County" ) for the specific and primary purpose of providing financial assistance to the County by financing the acquisition, construction, improvement and remodeling of public buildings and facilities; and 000 , 90 CC: County Administrator Auditor-Controller Treasurer-Tax Collector WHEREAS, by its Articles of Incorporation and by its Bylaws no part of the net earnings, funds or assets of the Corporation shall inure to the benefit of any director thereof or any other person, firm or corporation, except the County; and WHEREAS, the Board of Retirement of the Contra Costa County Employees Retirement Association, organized and existing under the County Employees Retirement Law of 1937 (herein called the "Retirement Board" ) , and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (herein called the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building (herein called the "Pleasant Hill County Building" ) ; and WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment effective January 1, 1969; and WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14.8 per cent undivided interest (herein called the "14.8 Per Cent Undivided Interest" ) in the Pleasant Hill County Building and provided that the County would thereafter be leasing from the Retirement Board an 85 .2 per cent undivided interest in the Pleasant Hill County Building; and 2 0©9191 WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (herein called the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the Retirement Board and the County on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 14, 1965; and WHEREAS, pursuant to the 1960 Lease and the 1961 Lease, the Retirement Board is presently leasing to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (said two buildings being herein called "Capital Project III" ) ; and WHEREAS, the Retirement Board has expressed a willingness to make an additional investment in Capital Project III by purchasing from the County the surrender of the County' s options to purchase Capital Project III ( less the 14.8 Per Cent Undivided Interest) , pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984 (herein called the "Contract to Purchase Options" ) , and to acquire a leasehold interest in the sites upon which Capital Project III is located; and 3 000192 WHEREAS, to clarify the status of the rights of the County and the Retirement Board in the sites upon which Capital Project III is located, it is proposed that the County lease to the Retirement Board such sites pursuant to a lease, entitled "Site Lease (Capital Project III ) " and tentatively dated as of May 1, 1984 (herein called the "Site Lease" ) , and this Board of Supervisors hereby determines that it would be in the best interests of the County and the residents of the County for the County and the Retirement Board to enter into the Site Lease; and WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County for the Retirement Board and the County to enter into an agreement, entitled "Amended and Restated Facility Lease (Capital Project III ) " and tentatively dated as of May 1, 1984 (herein called the "Facility Lease" ) , which would combine the 1960 Lease and the 1961 Lease into one document, would amend the 1960 Lease and the 1961 Lease and would restate the 1960 Lease and the 1961 Lease as amended; and WHEREAS, the Retirement Board has determined that it would be in the best interest of the Retirement Board and the persons the retirement system of the County is designed to benefit for the Retirement Board to transfer without recourse all of its right, title and interest in the Site Lease, in the Facility Lease, in Capital Project III and in 4 ©®0193 the sites of Capital Project III to the Corporation in exchange for a payment sufficient to satisfy all investment requirements of the Retirement Board, pursuant to an agreement, entitled "Capital Project III Purchase Agreement" and tentatively dated as of May 1, 1984 (herein called the "Capital Project III Purchase Agreement" ) , proposed to be entered into between the Retirement Board, the Corporation and the County; and WHEREAS, after the transfer of the Facility Lease by the Retirement Board to the Corporation, the County would be obligated under the Facility Lease to make base rental payments to the Corporation for the lease of Capital Project III ; and WHEREAS, it is proposed that all of the Corporation' s rights to receive such base rental payments (together with the additional rental payments provided for in the Facility Lease) will be assigned by the Corporation without recourse to Bank of America National Trust and Savings Association, as trustee, pursuant to an agreement, entitled "Assignment Agreement" and tentatively dated as of May 1, 1984 (herein called the "Assignment Agreement" ) ; and WHEREAS, it is further proposed that the Corporation, the County and Bank of America National Trust and Savings Association, as trustee, will enter into an agreement, entitled "Trust Agreement" and tentatively dated as of May 1, 1984 (herein called the "Trust Agreement" ) , 5 000194 pursuant to which said trustee will execute and deliver certificates of participation in an amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments, and will use the proceeds to pay to the Retirement Board the amounts to be payable under the Capital Project III Purchase Agreement; 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 Retirement Board to make an additional investment by purchasing from the County to County' s options to purchase Capital Project III (less the 14.8 Per Cent Undivided Interest) pursuant to the 1960 Lease and the 1961 Lease, for the amount of $10, 017, 541, and for the Retirement Board to enter into the Site Lease, Facility Lease, Capital Project III Purchase Agreement and the Contract to Purchase Options, and for the Retirement Board to sell to the 6 000isJ Corporation, pursuant to the Capital Project III Purchase Agreement, for a payment of $11,426,793 .24, all right, title and interest of the Retirement Board in the Site Lease, in the Facility Lease, in Capital Project III and in the sites of Capital Project III , and for the County to accept such investment, and the County Administrator is hereby authorized to take all necessary action to accomplish the making of such investment. Section 3 . The form of lease, tentatively dated as of May 1, 1984 and entitled "Site Lease (Capital Project III ) , " from the County to the Retirement Board, 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 lease 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 a lease in substantially said form. Section 4. The form of agreement, tentatively dated as of May 1, 1984 and entitled "Amended and Restated Facility Lease (Capital Project III ) , " between the Retirement Board and the County, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this 7 00019 meeting. Upon determination of the schedule of base rentals to be paid under section 3 (a) thereof by resolution of this Board of Supervisors, the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form, as completed to include such subsequently determined base rental schedule. Section 5. The form of agreement, tentatively dated as of May 1, 1984 and entitled "Trust Agreement, " between the Corporation, the County and Bank of America National Trust and Savings Association, as Trustee, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting, and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 6. The form of agreement, tentatively dated as of May 1, 1984 and entitled "Capital Project III Puchase Agreement, " between the Retirement Board, the Corporation and the County, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of 8 000-191. 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 form of agreement, tentatively dated as of May 1, 1984 and entitled "Contract to Purchase Options (Capital Project III ) " between the Retirement Board and the County, submitted to this Board of Supervisors, and the terms and conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting, and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 8. The form of Assignment Agreement submitted to this Board of Supervisors is hereby approved. Section 9 . The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized to make such changes to the Site Lease, the Facility Lease, the Trust Agreement, the Capital Project III Purchase Agreement and the Contract to Purchase Options 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. 9 00©-19 Section 10. The County Counsel of the County and the law firm of Orrick, Herrington & Sutcliffe, A Professional Corporation, which firm is hereby designated as special counsel to the County with respect to the transactions hereby authorized, are hereby authorized to file an action in the name and on behalf of the County, pursuant to California Code of Civil Procedure Sections 860 and following, to validate the transactions herein authorized, the Site Lease, the Facility Lease, the Trust Agreement, the Capital Project III Purchase Agreement, the Contract to Purchase Options and the proceedings leading up to and including the adoption of this Resolution and all matters related thereto. Section 11 . The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. 10 000 , qq Section 12 . This resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 3rd 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 04:A�(/Deputy Clerk Clerk of t e Board of Supervisors of the County of Contra Costa, State of California 11 000200 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 3rd 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, McPeak, Torlakson NOES: None ABSENT: Supervisor Powers 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. 0002)01 WITNESS my hand and the seal of the County of Contra Costa this 3rd day of April , - 1984. DeDu . C rk of the Board of Supervisors of the County of Contra Costa, State of California [ Seal ] 2 000202 r CCf-13 2446w 3/28/84 Draft (Fifth Draft) CAPITAL PROJECT III PURCHASE AGREEMENT By and among the BOARD OF RETIREMENT OF THE COUNTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, the CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of May 1, 1984 000203 CAPITAL PROJECT III + PURCHASE AGREEMENT This Capital Project III Purchase Agreement, dated as of May 1, 1984, by and among the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, organized and existing under the County Employees Retirement Law of 1937 (herein called the "Retirement Board" ) , as seller, the CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation organized under the laws of the State of California (herein called the "Corporation" ) , as purchaser, and the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (herein called the "County" ) ; W I T N E S S E T H: WHEREAS, the Retirement Board and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (herein called the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (herein called the "Pleasant Hill County Building" ) ; and WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment 000`'0- effective on January 1, 1969 (herein called the "1969 Amendment" ) ; and WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14.6 per cent undivided interest in the Pleasant Hill County Building (herein called the "14. 8 Per Cent Undivided Interest" ) and provided that the County would thereafter be leasing from the Retirement Board an 85.2 per cent undivided interest in the Pleasant Hill County Building; and WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (herein called the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the Retirement Board and the County on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; WHEREAS, pursuant to the 1960 Lease and the 1961 Lease, the Retirement Board owns and leases to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building ( less the 14.8 Per Cent Undivided Interest) (said two buildings, as defined in Section 3 hereof, being herein called "Capital Project III" ) ; and WHEREAS, the Retirement Board is willing to make an additional investment by purchasing from the County the 2 �p 040034-0009-189-2446w 03/28/84 surrender of the County' s options to purchase Capital Project III (less the 14.8 Per Cent Undivided Interest) for the amount of $10, 017, 541, pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984; and WHEREAS, in connection with such additional investment the County and the Retirement Board have entered into a lease entitled "Site Lease (Capital Project III ) " and dated as of May 1 , 1984 (herein called the "Site Lease" ) , whereby the County has leased to the Retirement Board the real property on which Capital Project III is located, as more particularly described in Exhibit A attached hereto and made a part hereof, and the 14.8 Per Cent Undivided Interest; and WHEREAS, in further connection with such additional investment the Retirement Board and the County have entered into an agreement entitled "Amended and Restated Facility Lease (Capital Project III ) " and dated as of May 1, 1984 (herein called the "Facility Lease" ) , which combines the 1960 Lease and the 1961 Lease into one document, which amends the 1960 Lease and the 1961 Lease, and which restates the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, the Retirement Board desires to sell Capital Project III ( less the 14. 8 Per Cent Undivided Interest) to the Corporation and to transfer all of its right, title and interest in, under and to the Facility Lease 3 000201 040034-0009-189-2446w 03/28/84 and the Site Lease to the Corporation without warranty or recourse in exchange for a payment sufficient to satisfy all investment requirements of the Retirement Board; and WHEREAS, the County desires to consent to the sale of Capital Project III ( less the '14.8 Per Cent Undivided Interest) , and the transfer of all right, title and interest in, under and to the Facility Lease and Site Lease by the Retirement Board to the Corporation, and desires to release the Retirement Board from any future obligation or liability to the County under the Facility Lease or Site Lease and desires to accept the Corporation as lessee under the Site Lease and lessor under the Facility Lease; and WHEREAS, the County and the Corporation have determined that it would be in the best interest of the Corporation and the County to provide for the sale and delivery of certificates of participation (herein called the "Certificates of Participation" ) evidencing fractional undivided interests in the base rental payments to be made pursuant to the Facility Lease, to provide the moneys to be used to pay the amounts payable to the Retirement Board by the Corporation under this agreement; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III ( less the 14. 8 Per Cent Undivided Interest) and the transfer of all of the Retirement Board' s right, title and interest in, under 000207 4 040034-0009-189-2446w 03/28/84 and to the Site Lease and the Facility Lease to the Corporation, 1) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III, the Site Lease or the Facility Lease, and shall cease to have any future liability or obligation to the County, the Corporation, or any successors or assigns or any other person, firm or corporation under the Site Lease, the Facility Lease, this agreement or any other document, transaction or matter arising out of or related to Capital Project III; and 2 ) the County will defend and hold harmless the Contra Costa County Employees Retirement Association (herein called the "Retirement Association" ) , the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, damages, liabilities, costs or expenses heretofore or hereafter arising from or incurred as a result of or in connection with the Site Lease, the Facility Lease, this agreement or any other document, transaction or matter related to Capital Project III . NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 5 000X2 040034-0009-189-2446w 03/28/84 SECTION 1. Purchase and Sale. The Retirement Board hereby agrees to sell to the Corporation, and the Corporation hereby agrees to purchase from the Retirement Board, on and subject to the terms and conditions hereinafter contained, all of the Retirement Board' s right, title and interest in, under and to Capital Project III ( less the 14.8 Per Cent Undivided Interest) , the Site Lease and the Facility Lease, subject to the terms, covenants and conditions of the Site Lease and the Facility Lease. SECTION 2 . Purchase Price. The purchase price shall be $11, 426, 793 .24. SECTION 3 . Capital Project III . "Capital Project III" means all those improvements located on the Demised Premises described in Exhibit A, which include (a) an office building located at 651 Pine Street, Martinez, California, commonly known and designated as the County Administration Building and containing approximately 120, 750 square feet, (b) an office building located at 1750 Oak Park Boulevard, Pleasant Hill, California, commonly known and designated as the Pleasant Hill County Building and containing approximately 58, 000 square feet (but less the 14. 8 Per Cent Undivided Interest) and (c) all works, properties and structures comprising said buildings and facilities, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements 000209 6 040034-0009-189-2446w 03/28/84 and appurtenant and related facilities, excepting only those fixtures added to Capital Project III by the County pursuant to Section 6 of the Facility Lease, which are owned by the County.. SECTION 4. Conveyance and Transfer of Title. The Retirement Board shall convey Capital Project III ( less the 14. 8 Per Cent Undivided Interest) to the Corporation by quitclaim deed without representations or warranties of any kind or nature. SECTION S . Condition of Capital Project III ; Title. The County represents and warrants that the County or its agents have been in possession of and have had access to Capital Project III at all times during the course of discussions leading to execution of this Capital Project III Purchase Agreement, that it has, in fact, inspected Capital Project III and that it has not requested, received or relied upon any representations or warranties from the Retirement Board or the Corporation as to the condition of Capital Project III . Capital Project III ( less the 14.8 Per Cent Undivided Interest) is sold and conveyed to the Corporation "as is, " with no implied or express warranties of any kind, including but not limited to any implied warranties of fitness, habitability or fitness for a particular purpose. The County and the Corporation shall rely as to the title being obtained by the Corporation to Capital Project III upon a policy of title insurance to be obtained 0002 .0 040034-0009-189-2446w 03/28/84 by the Corporation from First American Title Insurance Company or another title insurance company acceptable to the Corporation. Payment for the policy of title insurance shall be made from the proceeds of the Certificates of Participation, and the Retirement Board shall have no obligation with respect to such payment. SECTION 6. Indemnification and Hold Harmless. The County hereby agrees to indemnify the Retirement Board and any and all of its officers, agents, servants or employees and to hold the Retirement Association, Retirement Board and any and all of its officers, agents, servants or employees harmless of and from any and all suits, claims, obligations, demands, damages, liabilities, costs or expenses (including reasonable attorney' s fees) heretofore or hereafter arising from or incurred as a result of or in connection with the Site Lease, the Facility Lease, this agreement or any other transaction related to the Capital Project III , and in the event any legal action is brought against the Retirement Association, the Retirement Board or any and all of its officers, agents, servants or employees as a result of or in connection with the Site Lease, the Facility Lease, this agreement or any other transaction related to Capital Project III , the County will assume the defense thereof on behalf of the Retirement Board or any and all of its officers, agents, servants or employees. 000211 8 040034-0009-189-2446w 03/28/84 SECTION 7 . Release of Retirement Board. Upon payment to the Retirement Board of the amounts payable to it by the Corporation pursuant to this agreement, the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation relative to Capital Project III , the Site Lease or the Facility Lease, and shall not thereafter have any liability in or obligation to the .County, the Corporation, or any other person, firm or corporation under the Site Lease or the Facility Lease, or any other document or matter relating to or arising out of Capital Project III , and the County and the Corporation agree that they, and their successors and assigns, shall have no recourse against the Retirement Association, the Retirement Board or any of its officers, agents, servants or employees for claims of any kind. SECTION 8. Site Lease. The Retirement Board does hereby sell, assign and transfer, without recourse, all of its right, title and interest in, under and to the Site Lease to the Corporation, and the Corporation hereby assumes all of the obligations of the Retirement Board thereunder. The County hereby consents to this sale, assignment and transfer and releases the Retirement Board from any future obligation or liability under the Site Lease, whether or not the Corporation fully and faithfully performs its 000� 1� 9 040034-0009-189-2446w 03/28/84 obligations thereunder, and hereby agrees to accept the Corporation as lessee for all purposes under the Site Lease. "Without recourse" shall include, but not be limited to, an understanding that the Corporation shall have no recourse against the Retirement Board for claims of any kind which shall be or have been made against the Corporation. SECTION 9 . Facility Lease. The Retirement Board does hereby sell, assign and transfer, without recourse, all of its right, title and interest in, under and to the Facility Lease to the Corporation, including but not limited to all rents payable under the Facility Lease, and the Corporation hereby assumes all of the obligations of the Retirement Board thereunder. The County hereby consents to this sale, assignment and transfer and releases the Retirement Board from any future obligation or liability under the Facility Lease, whether or not the Corporation fully and faithfully performs its obligations thereunder, and hereby agrees to accept the Corporation as lessor for all purposes under the Facility Lease. "Without recourse" shall include, but not be limited to, an understanding that the Corporation shall have no recourse against the Retirement Board for claims of any kind which shall be or have been made against the Corporation. 0000L 10 040034-0009-189-2446w 03/28/84 SECTION 10. Law Governing. This agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 11. 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 one and the same agreement. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized respective officers, all as of the day and year first above written. BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION By Chairman Secretary CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (Seal) Attest: Secretary 0002 4 11 040034-0009-189-2446w 03/28/84 COUNTY OF CONTRA COSTA COUNTY By Chairman of the Board of Supervisors (Seal) . Attest: County Clerk and ex officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel 000ti15 12 040034-0009-189-2446w 03/28/84 EXHIBIT A All that certain real property situated in the County of Contra Costa, State of California, described as follows: _ PARCELS ONE AND TWO That certain real property commonly known as 1750 Oak Park Boulevard, City of Pleasant Hill, and more particularly described as follows: PARCEL ONE Portion of the Rancho Las Juntas, described as follows: Beginning on the north line of Oak Park Boulevard at the southeast corner of the 3 . 68 acre parcel of land described in the deed from George R. McNutt to Contra Costa County, dated February 17, 1958 and recorded April 1, 1958 in Volume 3142 of Official Records, at page 499; thence from said point of beginning westerly along said north line along the arc of a curve to the left with a radius of 4030 feet, an arc distance of 266.89 feet to the west line of said 3 . 68 acre parcel; thence north 10 04' 04" east along said west line 555 . 56 feet to the south line of the parcel of land described in the deed from A. Steffensen to Contra Costa County, dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564; thence north 880 17' 13" west along said south line, 228. 41 feet to the west line of said Contra Costa County parcel (3409 OR 564) ; thence easterly along the arc of a curve to the left with a radius of 130 feet, the center of which bears north 10 42 ' 47" east, an arc distance of 90. 11 feet; thence north 440 22 ' 16" east, tangent to said curve 94. 37 feet; thence easterly along the arc of a curve to the right with a radius of 120 feet, tangent to the last course, an arc distance of 99 . 15 feet; thence south 880 17 ' 13" east, tangent to the last curve, 252 . 53 feet to the east line of the parcel of land described as Parcel Two in the deed from Mt. Diablo Unified School District of Contra Costa County to County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435; thence south 10 42 ' 47" west along said east line and along the east line of the 3 . 68 acre parcel of land first above referred to, 731 .23 feet to the point of beginning. Parcel One subject to that right of way for road and utility purposes reserved in the deed from A. Steffensen 000"10 to Contra Costa County dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564. PARCEL TWO The right of way granted in the deed from Mt. Diablo Unified School District of Contra Costa County to the County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435, as follows: A non exclusive easement appurtenant to the lands of the County of Contra Costa, described in the deed from George McNutt to the County of Contra Costa, recorded April 1, 1958 in Book 3142 of Official Records of Contra Costa County at page 499 for all utility purposes including power, gas, water and sewers, over and upon the following described property: Portion of the Rancho Las Juntas, containing 0. 55 of an acre, more or less, described as follows: Beginning on the north line of Oak Park Boulevard at the southwest corner of the 9 . 853 acre parcel of land described in the final order of condemnation entered September 25, 1951 in the Superior Court of the State of California, County of Contra Costa, entitled Mt. Diablo Unified School District of Contra Costa County, plaintiff vs. E1 Dorado Associates, Incorporated, et al, defendants, a certified copy of which was recorded September 25, 1951 in Volume 1826 of Official Records, at page 173; thence from said point of beginning north 10 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 641 . 23 feet to the southwest corner of the parcel of land described as Parcel One in the deed from E1 Dorado Associates, Incorporated, et al, to Mt. Diablo Unified School District of Contra Costa County dated April 21, 1950 and recorded May 22, 1950 in Volume 1561 of Official Records, at page 377; thence north 10 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 150 feet, thence south 880 17' 13" east, 30 feet; thence south 10 42 ' 47" west, 795 . 9 feet to the north line of said Oak Park Boulevard; thence westerly along said north line 30. 36 feet to the point of beginning. PARCEL THREE That certain real property commonly known as 651 Pine Street, City of Martinez, and more particularly described as follows: oo©p17 2 Ad 040034-0009-189-2446w 03/26/84 Lots 2, 3, 4, 5, 6, and 7, Block 3, Additional Survey of Town of Martinez, as shown on maps of record on file in the office of the County Recorder of Contra Costa County, State of California, excepting therefrom the easterly 5 feet of lots 2 and 7. a00X, a 3 040034-0009-189-2446w 03/26/84 State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, , a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be the Chairman, and , known to me to be the Secretary, of the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, the board of retirement that executed the within instrument, and known to . me to be the persons who executed the within instrument on behalf of said board of retirement therein named, and acknowledged to me that such board of retirement executed the within instrument pursuant to a resolution. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California My commission expires: [Notarial Seal ] 000 r) State of California ) ss. County of Contra Costa ) On this — day of May, in the year 1984, before me a notary public in and for the State of California, residing therein, duly commissioned and sworn, personally appeared ; known to me to be the President, and known to me to be the Secretary, of CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 00020 t State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, a Deputy Clerk of the County of Contra Costa, State of California, duly commissioned and sworn, personally appeared , known to me to be the Chairman of the Board of Supervisors, and known to me to be the County Clerk and Ex-officio Clerk of the Board of Supervisors, of the COUNTY OF CONTRA COSTA, the county that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said political subdivision therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Contra Costa. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Deputy Clerk, County of Contra Costa [Seal ] 40®0221 ' CCf-14 3930s 3/28/84 Draft (First Draft) CONTRACT TO PURCHASE OPTIONS (CAPITAL PROJECT III ) By and among the BOARD OF RETIREMENT OF THE COUNTRA .COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION and the COUNTY OF CONTRA COSTA Dated as of May 1, 1984 00022 CONTRACT TO PURCHASE OPTIONS (CAPITAL PROJECT III ) This Contract to Purchase Options (Capital Project. III ) , dated as of May 1, 1984, by and among the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, organized and existing under the County Employees Retirement Law of 1937 (herein called the "Retirement Board" ) , as purchaser, and the COUNTY OF CONTRA C05TA, a political subdivision organized and existing under and by virtue of the laws of the State of California (herein called the "County" ) , as seller; W I T N E S S E T H: WHEREAS, the Retirement Board and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (herein called the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (herein called the "Pleasant Hill County Building" ) ; and WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment effective on January 1, 1969 (herein called the "1969 Amendment" ) ; and 000023 WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14.8 per cent undivided interest in the Pleasant Hill County Building (herein called the "14.8 Per Cent Undivided Interest" ) and provided that the County would thereafter be leasing from the Retirement Board an 85 .2 per cent undivided interest in the Pleasant Hill County Building; and WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (herein called the 111961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the Retirement Board and the County on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; WHEREAS, pursuant to the 1960 Lease and the 1961 Lease,' the Retirement Board owns and leases to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building (less the 14. 8 Per Cent Undivided Interest) ( said two buildings being herein called "Capital Project III" ) ; and WHEREAS, the Retirement Board is willing to make an additional investment by acquiring from the County the surrender of the County' s options to purchase Capital Project III (less the 14.8 Per Cent Undivided Interest) contained in the 1960 Lease and the 1961 Lease; and 00024 2 040034-0009-189-3930s 03/28/84A WHEREAS, in connection with such additional investment the County and the Retirement Board propose to enter into a lease entitled "Site Lease (Capital Project. III ) " and dated as of May 1, 1984 (herein called the "Site Lease" ) , whereby the County will lease to the Retirement Board the real property on which Capital Project III is located, as more particularly described therein, and the 14. 8 Per Cent Undivided Interest; and WHEREAS, in further connection with such additional investment the Retirement Board and the County propose to enter into an agreement entitled "Amended and Restated Facility Lease (Capital Project III ) " and dated as of May 1, 1984 (herein called the "Facility Lease" ) , which will combine the 1960 Lease and the 1961 Lease into one document, which will amend the 1960 Lease and the 1961 Lease, and which will restate the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, the Retirement Board proposes to sell Capital Project III (less the 14.8 Per Cent Undivided Interest) to Contra Costa County Public Facilities Corporation, a nonprofit public benefit corporation organized under the laws of the State of California (herein called the "Corporation' and to transfer all of its right, title and interest in, under and to the Facility Lease and the Site Lease to the Corporation without warranty or recourse in exchange for a payment sufficient to satisfy all investment requirements of the Retirement Board, pursuant to an 00022 3 040034-0009-189-3930s 03/28/84A agreement entitled "Capital Project III Purchase Agreement" and dated May 1, 1984 (herein called the "Capital Project III Purchase Agreement" ) ; and WHEREAS, the Retirement Board and the County intend and agree that the execution and delivery of the Facility Lease and the execution and delivery of the Site Lease will effectuate a surrender of the County' s options to purchase Capital Project III ( less the 14. 8 Per Cent Undivided Interest) under the 1960 Lease and the 1961 Lease; and WHEREAS, the Retirement Board and the County have agreed that a fair market value of the County' s options to purchase Capital Project III exceeds $10,017, 541; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III (less the 14. 8 Per Cent Undivided Interest) and the transfer of all of the Retirement Board' s right, title and interest in, under and to the Site Lease and the Facility Lease to the Corporation, 1) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III , the Site Lease or the Facility Lease, and shall cease to have any future liability or obligation to the County, the Corporation, or any successors or assigns or any other person, firm or 0002266 4 040034-0009-189-3930s 03/28/84A corporation under the Site Lease, the Facility Lease, this agreement or any other document, transaction or matter arising out of or related to Capital Project III ; and 2 ) the County will defend and hold harmless the Contra Costa County Employees Retirement Association (herein called the "Retirement Association" ) , the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, damages, liabilities, costs or expenses heretofore or hereafter arising from or incurred as a result of or in connection with the Site Lease, the Facility Lease, this agreement or any other document, transaction or matter related to Capital Project III . NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: SECTION 1 . Upon the effective date of the Facility Lease, Site Lease and Capital Project III Purchase Agreement, the County shall sell to, and surrender to, the Retirement Board the County' s options to purchase Capital Project III ( less the 14.8 Per Cent Undivided Interest) . SECTION 2 . Upon the effective date of the Facility Lease, Site Lease and Capital Project III Purchase Agreement, the Retirement Board shall pay to the County .the sum of $10,017,541 for the purchase of, and surrender by the County of, the County' s options to purchase Capital Project III . 00022' 5 040034-0009-189-393Os O3/28/84A SECTION 3 . Law Governing. This agreement shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 4. 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 one and the same agreement. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized respective officers, all as of the day and year first above written. BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION By Chairman Secretary 0 0`'28 6 040034-0009-189-3930s 03/28/84B COUNTY OF CONTRA COSTA COUNTY By Chairman of the Board of Supervisors (Seal) Attest: County Clerk and ex officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel ,, , 040034-0009-189-3930s 03/28/84B v CCf-12 3840s 3-28-84 Draft (4th Draft) ASSIGNMENT AGREEMENT by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION Dated as of May 1, 1984 RELATING TO THE AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) 00®30 ASSIGNMENT AGREEMENT RELATING TO AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) This ASSIGNMENT AGREEMENT, made and entered into as of May 1, 1984, by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation organized under the laws of the State of California (the "Corporation" ) , and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee" ) ; W I T N E S S E T H: WHEREAS, the Board of Retirement of the Contra Costa County Employees Retirement Association, organized and existing under the County Employees Retirement Law of 1937 (the "Retirement Board" ) , and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (the "Pleasant Hill County Building" ) ; and 00023 WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment effective on January 1, 1969 (the "1969 Amendment" ) ; and WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14. 8 per cent undivided interest in the Pleasant Hill County Building and provided that the County would thereafter be leasing from the Retirement Board an 85.2 per cent undivided interest in the Pleasant Hill County Building; and WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease with Options to Purchase Administration Building Addition" and dated September 26, 1961 (the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the County and the Retirement Board on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; and WHEREAS, pursuant to the 1960 Lease and the 1961 Tease, the Retirement Board leased to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building ( said two buildings being herein called "Capital Project II" ) , less the 14. 8 Per Cent Undivided Interest; and WHEREAS, the Retirement Board has agreed to make an additional investment in Capital Project III by purchasing from the County the surrender of the County' s options to 2 000232 040634-0009-028-3840s 03/28/84 purchase Capital Project III ( less the 14.8 Per Cent Undivided Interest) , pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984 (the "Contract to Purchase Options" ) ; and WHEREAS, the County and the Retirement Board have entered into a lease, entitled "Site Lease (Capital Project III ) " and dated as of May 1, 1984 (the "Site Lease" ) ; and WHEREAS, the Retirement Board and the County have entered into an agreement, entitled "Amended and Restated Facility Lease (Capital Project III ) " and dated as of May 1, 1984 (the "Facility Lease" ) , which combines the 1960 Lease and the 1961 Lease into one document, which amends the 1960 Lease and the 1961 Lease, and which restates the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, the Retirement Board has transferred all of its right, title and interest in the Site Lease and the Facility Lease to the Corporation pursuant to an agreement, entitled "Capital Project III Purchase Agreement" and dated as of May 1, 1984, between said parties; and WHEREAS, under the Facility Lease, following said transfer, the County is obligated to make certain rental payments to the Corporation for the lease of Capital Project III ; and WHEREAS, the Corporation desires to assign without recourse all of its rights to receive such rental payments to 00a112033 3 040634-0009-028-3840s 03/28/84 the Trustee for the benefit of the owners of certificates of participation (the "Certificates" ) to be executed and delivered under a trust agreement to be entered into by and among the Trustee, the Corporation and the County, entitled "Trust Agreement" and dated as of May 1, 1984 (the "Trust Agreement" ) ; and WHEREAS, in consideration of such assignment and the execution of the Trust Agreement, the Trustee has agreed to execute and deliver the Certificates in an amount equal to the aggregate principal components of such of said rental payments as are designated base rental payments in the Facility Lease, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III ( less the 14. 8 Per Cent Undivided Interest) and the transfer of all the Retirement Board' s right, title and interest in, under and to the Site Lease and the Facility Lease to the Corporation, (1) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III, the Site Lease or the Facility Lease, and shall cease to have any furture liability or obligation to the County, the Corporation, or 000234 4 040634-0009-028-3840s 03/28/84 any successors or assigns or any other person, firm or corporation under the Site Lease, the Facility Lease, the Capital Project III Purchase Agreement, the Contract to Purchase Options or any other document, transaction or matter arising out of or related to Capital Project III ; and (2 ) the County will defend and hold harmless the Contra Costa County Employees Retirement Association, the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, damages, liabilities, costs or expenses heretofore or hereafter arising from or incurred as a result of or in connection with the Site Lease, the Facility Lease, the Capital Project III Purchase Agreement, the Contract to Purchase Options or any other document, transaction or matter related to Capital Project III ; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN 5 040634-0009-028-3840s 03/28/84 AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1 . Assignment. The Corporation, for one dollar ($1 . 00) and other good and valuable consideration in hand received, does hereby sell, assign and transfer to the Trustee without recourse for the benefit of the owners of the Certificates all its rights to receive the rental payments from the County under the Facility Lease and, effective immediately on default by the County under the Facility Lease and without any further action on the part of the Corporation, any and all of the other rights of the Corporation under the Site Lease or the Facility Lease as may be necessary to enforce payment of such rental payments when due or otherwise to protect the interests of the owners of the Certificates. SECTION 2 . Acceptance. The Trustee hereby accepts the foregoing assignment for the purpose of securing the rights assigned to it to receive the rental payments from the County under the Facility Lease and all other rights assigned to it, subject to the terms and provisions of the Trust Agreement, and all such rental payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. 00023 6 040634-0009-028-384Os 03/28/84 SECTION 3 . Conditions. This Assignment Agreement shall impose no obligations upon the Trustee beyond those expressly provided. in the .Trust Agreement. SECTION 4. Execution. The Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be An original, but all together shall constitute but one and the same Assignment Agreement. IN WITNESS WHEREOF, the parties hereto have executed and attested this Agreement by their officers thereunto duly authorized as of the day and year first written above. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (SEAL) Attest: Secretary 0002311 7 040634-0009-028-3840s 03/28/84 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Trust Officer (SEAL) Attest: Assistant Secretary G,9©233 8 040634-0009-028-3840s 03/28/84 t State of California ) ss. County of Contra Costa ) On this _ day of May, in the year 1984, before me a notary public in and for the State of California, residing therein, duly commissioned and sworn, personally appeared known to me to be the President, and known to me to be the Secretary, of CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 000239 9 040634-0009-028-3840s 03/28/84 State of California ) ss. City and County of San Francisco ) On this _ day of May, in the year 1984, before me, a notary public in and for the State of California, duly commissioned and sworn, personally appeared known tome to be a Trust Officer, and known to me to be an Assistant Secretary, of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, the national banking association that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said national banking association therein named, and acknowledged to me that such national banking association executed the within instrument pursuant to its bylaws or a resolution of its board of directors. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the City and County of San Francisco on the day and year in this certificate first above written. Notary Public in and for the State of California [NOTARIAL SEAL] My Commission Expires: 0012 =0 10 040634-0009-028-3840s 03/28/84 CCf-9 3838s 3/28/84 Draft (4th Draft) SITE LEASE (CAPITAL PROJECT III ) Between the COUNTY OF CONTRA COSTA and the BOARD "OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION Dated as of May 1, 1984 00024 SITE LEASE (CAPITAL PROJECT III ) This Lease, dated as of May 1, 1984, by and between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (herein called the "County" ) , as lessor, and the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, organized and existing under the County Employees Retirement Law of 1937 (herein called the "Retirement Board" or the "Lessee" ) , as lessee; W I T N E S S E T H: WHEREAS, the Retirement Board and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (herein called the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (herein called the "Pleasant Hill County Building" ) ; and WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment effective on January 1, 1969 (herein called the "1969 Amendment" ) ; and WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 000242 14. 8 per cent undivided interest in the Pleasant Hill County Building (herein called the "14. 8 Per Cent Undivided Interest" ) and provided that the County would thereafter be leasing from the Retirement Board an 85.2 per cent undivided interest in the Pleasant Hill County Building; and WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (herein called the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the County and the Retirement Board on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; and WHEREAS, the Retirement Board has determined to make an additional investment in Capital Project III by purchasing from the County the surrender of the County' s options to purchase Capital Project III (less the 14. 8 Per Cent Undivided Interest) , pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984 (herein called the "Contract to Purchase Options" ) ; and WHEREAS, the Retirement Board and the County desire to enter into an agreement, entitled "Amended and Restated Facility Lease (Capital Project III ) " and dated as of May 1, 1984 (herein called the "Facility Lease" ) , which would combine the 1960 Lease and the 1961 Lease into one document, 2 00023 040034-0009-028-3838s 03/26/84A which would amend the 1960 Lease and the 1961 Lease, and which would restate the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, the Retirement Board has determined that it would be in the best interest of the Retirement Board and the persons the retirement system of the County is designed to benefit for the Retirement Board to transfer all of its right, title and interest in this lease and in the Facility Lease to Contra Costa County Public Facilities Corporation, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State of California (herein called the "Corporation" ) pursuant to an agreement, dated May 1, 1984 and entitled "Capital Project III Purchase Agreement" (herein called the "Capital Project III Purchase Agreement" ) ; and WHEREAS, pursuant to the Facility Lease, following said transfer, the Corporation will lease to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building ( said two buildings being herein called "Capital Project III" ) ; and WHEREAS, the Corporation and the County have determined that it would be in the best interest of the Corporation, the County and the residents of the County to provide for the sale and delivery of certificates of participation (herein called the "Certificates of Q0i�A044 3 040034-0009-028-3838s 03/26/84A Participation" ) evidencing a fractional undivided interest in certain base rental payments to be made pursuant to the Facility Lease; and WHEREAS, to facilitate the sale and delivery of said certificates of participation, the Corporation and the County have determined that it would be in the best interest of the Corporation, the County and the residents of the County for the County to lease to the Retirement Board the sites of Capital Project III and the 14.8 Per Cent Undivided Interest; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III (less the 14. 8 Per Cent Undivided Interest) and the transfer of all the Retirement Board' s right, title and interest in, under and to this lease and the Facility Lease to the Corporation, ( 1 ) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III , this lease or the Facility Lease, and shall cease to have any future liability or obligation to the County, the Corporation, or any successors or assigns or any other person, firm or corporation under this lease, the Facility Lease, the Capital noo 4 040034-0009-028-3838s 03/26/84A Project III Purchase Agreement, the Contract to Purchase Options or any other document, transaction or matter arising out of or related to Capital Project III ; and (2 ) the County will defend and hold harmless the Contra Costa County Employees Retirement Association, the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, damages, liabilities, costs or expenses heretofore or hereafter arising from or incurred as a result of or in connection with this lease, the Facility Lease, the Capital Project III Purchase Agreement, the,Contract to Purchase Options or any other document, transaction or matter related to Capital Project III . NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED as follows: SECTION 1. Demised Premises. The County hereby leases to the Lessee and the Lessee hereby hires from the County, on the terms and conditions hereinafter set forth, the real property situate in the County of Contra Costa, State of California, and described in Exhibit A attached hereto and made a part hereof (herein called the "Demised Premises" ) and the 14.8 Per Cent Undivided Interest. SECTION 2 . Term. The term of this lease shall commence on the date of recordation of this lease in the office of the County 5 040034-0009-028-3838s 03/28/84 Recorder of Contra Costa County, State of California, or on December 1, 1984, whichever is earlier, and shall end on January 1, 2005, unless such term is extended or sooner terminated, as hereinafter provided. If on December 31, 2004 any Certificates of Participation shall not be fully paid and retired, or if the rental payable under the Facility Lease shall have been abated at any time and for any reason, then the term of this lease shall be extended until ten (10) days after all the Certificates of Participation shall be fully paid and retired, except that the term of this lease shall in no event be extended beyond January 1, 2015. If prior to December 31, 2004 all Certificates of Participation shall be fully paid and retired, the term of this lease shall end ten ( 10) days thereafter or ten (10) days after written notice by the County to the Lessee, whichever is earlier. SECTION 3 . Rental . The Lessee shall pay to the County as and for rental hereunder the sum of One Dollar ($1 .00) , on or before the date of commencement of the term of this lease. SECTION 4. Purpose. The Lessee shall use the Demised Premises solely for the purpose of leasing the Demised Premises and Capital Project III located thereon to the County pursuant to the Facility Lease and for such purposes as may be incidental 0.0247 6 040034-0009-028-3838s 03/26/84A thereto; provided, that in the event of default by the County under the Facility Lease the Lessee may exercise the remedies provided in the Facility Lease. SECTION 5 . Owner in Fee. The County covenants that it is the owner in fee of the Demised Premises, as described in Exhibit A hereto. SECTION 6. Assignments and Subleases. Unless the County shall be in default under the Facility Lease, the Lessee may not assign its rights under this lease or sublet the Demised Premises or the 14.8 Per Cent Undivided Interest, without the written consent of the County, except that the County hereby expressly approves of the transfers and assignments contemplated by the Capital Project III Purchase Agreement and by that certain Assignment Agreement dated as of May 1, 1984, by and between the Corporation and Bank of America National Trust and Savings Association, as trustee (herein called the "Trustee" ) under that certain Trust Agreement, dated as of May 1, 1984, by and among the Trustee, the Corporation and the County. SECTION 7 . Right of Entry. The County reserves the right for any of its duly authorized representatives to enter upon the Demised Premises at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof. Q004,ii 7 040034-0009-028-3838s 03/26/84A SECTION 8. Termination. The Lessee agrees, upon the termination of this lease, to quit and surrender the Demised Premises in the same good order and condition as the same were in at the time of commencement of the terms hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Demised Premises at the time of the termination of this lease shall remain thereon and title. thereto shall vest in the County. Upon the exercise of the option to purchase set forth in Section 24 of the Facility Lease and upon payment of the option price required by said section, the term of this lease shall terminate as to the portion of the Demised Premises upon which the part of Capital Project III being so purchased is situated. SECTION 9. Mortgage of Leasehold. The Lessee is hereby granted the right to mortgage or hypothecate or otherwise encumber this lease or any rights hereunder and the leasehold created hereby, by trust agreement, indenture or deed of trust or otherwise. In the event of foreclosure or sale under any trust agreement, mortgage, deed of trust, indenture or other instrument, the trustee or any purchaser at any sale under foreclosure or power of sale thereunder shall have and possess all of the rights herein granted to the Lessee. 00004r 8 040034-0009-028-3838s 03/26/84A SECTION 10. Default. In the event the Lessee shall be in default in the performance of any obligation on its part to be performed under the terms of this lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Lessee, the County, subject to the provisions of Section 9 hereof, may exercise any and all remedies granted by law, except that no merger of this lease and of the Facility Lease shall be deemed to occur as a result thereof; provided, however, that the County shall have no power to terminate this lease by reason of any default on the part of the Lessee if such termination would affect or impair any assignment or sublease of all or any part of the Demised Premises or of the 14. 8 Per Cent Undivided Interest then in effect between the Lessee and any assignee or subtenant of the Lessee (other than the County under the Facility Lease) . So long as any such assignee or subtenant of the Lessee shall duly perform the terms and conditions of this lease and of its then existing sublease (if any) , such assignee or subtenant shall be deemed to be and shall become the tenant of the County hereunder and shall be entitled to all of the rights and privileges granted under any such assignment; provided, further, that so long as any indebtedness of the Corporation secured by a trust agreement, indenture or deed of trust or any Certificates of Participation are outstanding and unpaid in accordance with the terms thereof, the rentals 0004250 9 040034-0009-028-3838s 03/26/84A or any part thereof payable to the trustee under such trust agreement, indenture or deed of trust (by the terms of such trust agreement, assignment or sublease) shall continue to be paid to said trustee. SECTION 11 . Quiet Enjoyment. The Lessee at all times during the term of this lease, subject to the provisions of Section 10 hereof, shall peaceably and quietly have, hold and enjoy all of the Demised Premises and of the 14. 8 Per Cent Undivided Interest. SECTION 12 . Waiver of Personal Liability. All liabilities under this lease on the part of the Lessee shall be solely corporate liabilities of the Lessee, and the County hereby releases each and every member, director and officer of the Lessee of and from any personal or individual liability under this lease. No member, director or officer of the Lessee shall at any time or under any circumstances be individually or personally liable under this lease to the County or to any other party whomsoever for anything done or omitted to be done by the Lessee hereunder. SECTION 13 . Taxes. The County covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Demised Premises (including both land and improvements) and on the 14. 8 Per Cent Undivided Interest. 0002-1 10 040034-0009-028-3838s 03/26/84A SECTION 14. Eminent Domain. In the event the whole or any part of the Demised Premises or the improvements thereon (including Capital Project III ) or the 14.8 Per Cent Undivided Interest is taken by eminent domain proceedings, the interest of the Lessee shall be recognized and is hereby determined to be the amount of the then unpaid Certificates and shall be paid to the trustee under any trust agreement, indenture or deed of trust providing for the issuance of said Certificates, and the balance of the award, if any, shall be paid to the County. SECTION 15. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this lease shall be affected thereby, and each provision of this lease shall be valid and enforceable to the fullest extent permitted by law. SECTION 16. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if 000� � 11 040034-0009-028-3838s 03/26/84A mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the County, addressed to the County in care of the County Clerk and the Clerk of the Board of Supervisors, County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553, or, if to the Lessee addressed to the Secretary of the Board of Retirement of the Contra Costa County Employees Retirement Association, County Administration Building, 651 Pine Street, Martinez, California 94553, with a copy to the Trustee, or to such other addresses as the respective parties may from time to time designate by notice in writing. SECTION 17 . Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this lease. SECTION 18. Execution. This lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same lease. It is also agreed that separate counterparts of this lease may separately be executed by the County and the Lessee, all with the same force and effect as though the same counterpart had been executed by both the County and the Lessee. 0000253 12 040034-0009-028-3838s O3/26/84A IN WITNESS WHEREOF, the County and the Lessee have caused this lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors [SEAL] Attest: County Clerk and ex officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION By Chairman Secretary 00Qti54 13 040034-0009-028-3838s 03/26/84A EXHIBIT A All that certain real property situated in the County of Contra Costa, State of California, described as follows: PARCELS ONE AND TWO That certain real property commonly known as 1750 Oak Park Boulevard, City of Pleasant Hill, and more particularly described as follows: PARCEL ONE Portion of the Rancho Las Juntas, described as follows: Beginning on the north line of Oak Park Boulevard at the southeast corner of the 3 . 68 acre parcel of land described in the deed from George R. McNutt to Contra Costa County, dated February 17, 1958 and recorded .April 1, 1958 in Volume 3142 of Official Records, at page 499; thence from said point ,of beginning westerly along said north line along the arc of a curve to the left with a radius of 4030 feet, an arc distance of 266.89 feet to the west line of said 3 . 68 acre parcel; thence north 10 04' 04" east along said west line 555. 56 feet to the south line of the parcel of land described in the deed from A. Steffensen to Contra Costa County, dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564; thence north 88° 17' 13" west along said south line, 228.41 feet to the west line of said Contra Costa County parcel (3409 OR 564) ; thence easterly along the arc of a curve to the left with a radius of 130 feet, the center of which bears north 1° 42 ' 47" east, an arc distance of 90. 11 feet; thence north 440 22 ' 16" east, tangent to said curve 94. 37 feet; thence easterly along the arc of a curve to the right with a radius of 120 feet, tangent to the last course, an arc distance of 99. 15 feet; thence south 88° 17' 13" east, tangent to the last curve, 252 . 53 feet to the east line of the parcel of land described as Parcel Two in the deed from Mt. Diablo Unified School District of Contra Costa County to County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435; thence south 10 42 ' 47" west along said east line and along the east line of the 3 . 68 acre parcel of land first above referred to, 731.23 feet to the point of beginning. Parcel One subject to that right of way for road and utility purposes reserved in the deed from A. Steffensen ��0 r }5 to Contra Costa County dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564. PARCEL TWO The right of way granted in the deed from Mt. Diablo Unified School District of Contra Costa County to the County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435, as follows: A non exclusive easement appurtenant to the lands of the County of Contra Costa, described in the deed from George McNutt to the County of Contra Costa, recorded April 1, 1958 in Book 3142 of Official Records of Contra Costa County at page 499 for all utility purposes including power, gas, water and sewers, over and upon the following described property: Portion of the Rancho Las Juntas, containing 0.55 of an acre, more or less, described as follows: Beginning on the north line of Oak Park Boulevard at the southwest corner of the 9 . 853 acre parcel of land described in the final order of condemnation entered September 25, 1951 in the Superior Court of the State of California, County of Contra Costa, entitled Mt. Diablo Unified School District of Contra Costa County, plaintiff vs. E1 Dorado Associates, Incorporated, et al, defendants, a certified copy of which was recorded September 25, 1951 in Volume 1826 of Official Records, at page 173 ; thence from said point of beginning north 10 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 641.23 feet to the southwest corner of the parcel of land described as Parcel One in the deed from El Dorado Associates, Incorporated, et al, to Mt. Diablo Unified School District of Contra Costa County dated April 21, 1950 and recorded May 22, 1950 in Volume 1561 of Official Records, at page 377; thence north 10 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 150 feet, thence south 880 17' 13" east, 30 feet; thence south 10 42 ' 47" west, 795 .9 feet to the north line of said Oak Park Boulevard; thence westerly along said north line 30.36 feet to the point of beginning. PARCEL THREE That certain real property commonly known as 651 Pine Street, City of Martinez, and more particularly described as follows: 0DotiJd Lots 2, 3, 4, 5, 6, and 7, Block 3, Additional Survey of Town of Martinez, as shown on maps of record on file in the office of the County Recorder of Contra Costa County, State of California, excepting therefrom the easterly 5 feet of lots 2 and 7. 000p5t� State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, a Deputy Clerk of the County of Contra Costa, State of California, duly commissioned and sworn, personally appeared known to me to be the Chairman of the Board of Supervisors, and known to me to be the County Clerk and Ex-officio Clerk of the Board of Supervisors, of the COUNTY OF CONTRA COSTA, the county that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said political subdivision therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Contra Costa. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Deputy Clerk, County of Contra Costa [ Seal ] 0002 f State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be the Chairman, and known to me to be the Secretary, of the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, the board of retirement that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said board of retirement therein named, and acknowledged to me that such board of retirement executed the within instrument pursuant to a resolution. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California My commission expires: [Notarial Seal ] 00020 CCf-10 3841s 3-28-84 Draft (4th Draft) Y AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) between the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION and the COUNTY OF CONTRA COSTA Dated as of May 1, 1984 000260 t � 1 TABLE OF CONTENTS Page Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Preambles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2 . Term; Condition of Capital Project III . . . 10 Section 3 . Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 4. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Insur- ance Reserve Fund; Investments; No Arbitrage . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5 . Maintenance, Utilities, Taxes and Assessments . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 6. Changes to Capital Project III . . . . . . . . . . . 25 Section 7 . Fire, Extended Coverage and Earthquake Insurance . . . . . . . . . . . . . . . . . . . 26 Section 8. Liability Insurance . . . . . . . . . . . . . . . . . . . . . . 29 Section 9 . Rental Interruption or Use and Occupancy Insurance . . . . . . . . . . . . . . . . . . . . 30 Section 10. Insurance Proceeds; Form of Policies . . . . . 31 Section 11 . Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 12 . Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 13 . Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 14. Right of Entry . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 15. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 16. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 17. Lessor Not Liable . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 18. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 19 . Title to Capital Project III . . . . . . . . . . . . . 45 Section 20. Abatement of Rental . . . . . . . . . . . . . . . . . . . . . . 45 Section 21 . Law Governing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 22 . Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 23 . Validity and Severability . . . . . . . . . . . . . . . . 47 Section 24. Purpose of Lease; Industrial Development Bond Covenant; Option to Purchase; Personal Property . . . . . . . . . 48 Section 25. Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 26. Net Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 27. Combined, Restated and Amended 1960 Lease and 1961 Lease . . . . . . . . . . . . . . . . . . . 52 Section 28. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 29. Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Exhibit A - Legal Description A-1 Exhibit B - Rental Payment Schedule . . . . . . . . . . . . . . . . . . . B-1 Acknowledgments 000261 - i - 1' AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) This Amended and Restated Facility Lease (Capital Project III ) , dated as of May 1, 1984, between the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, organized and existing under the County Employees Retirement Law of 1937 (herein called the "Lessor" ) , as Lessor, and the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (herein called the "County" ) , as lessee; W I T N E S S E T H WHEREAS, said Retirement Board and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (herein called the "1960 Lease" ) , pursuant to which the County leased from said Retirement Board a building commonly known as the Pleasant Hill County Building (herein called the "Pleasant Hill County Building" ) ; and WHEREAS, the 1960 Lease has heretofore been amended by the County and said Retirement Board by an amendment effective on January 1, 1969 (herein called the "1969 Amendment" ) ; and 000262 Y WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14. 8 per cent undivided interest in the Pleasant Hill County Building (herein called the "14. 8 Per Cent Undivided Interest" ) and provided that the County would thereafter be leasing from said Retirement Board an 85.2 per cent undivided interest in the Pleasant Hill County Building; and WHEREAS, said Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (herein called the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by said Retirement Board and the County on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; and WHEREAS, pursuant to the 1960 Lease and the 1961 Lease, the Lessor is leasing to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California ( said two buildings being herein called "Capital Project III" ) , less the 14. 8 Per Cent Undivided Interest; and WHEREAS, said Retirement Board is willing to make an additional investment in Capital Project III by purchasing from the County the surrender of .the County' s options to purchase Capital Project III ( less the 14. 8 Per Cent 000263 E2 040034-0009-028-3841s 03/28/84 Y Undivided Interest) , pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984; and WHEREAS, in connection with such additional investment said Retirement Board and the County desire to combine the 1960 Lease and the 1961 Lease into this Lease, to amend the 1960 Lease and the 1961 Lease, and to restate in this Lease the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, in connection with such additional investment, the County and said Retirement Board have entered into a lease, entitled "Site Lease (Project III ) " and dated as of May 1, 1984 (the "Site Lease" ) ; and WHEREAS, the Retirement Board desires to provide for the transfer of all of its right, title and interest in and to this Lease, the Site Lease, Capital Project III and the Demised Premises to Contra Costa County Public Facilities Corporation, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State of California (herein called the "Corporation" ) , pursuant to an agreement, dated as of May 1, 1984 and entitled "Capital Project III Purchase Agreement" (herein called the "Capital Project III Purchase Agreement" ) ; and WHEREAS, the County and the Corporation have determined that it would be in the best interest of the Corporation and the County to provide for the sale and 00020 F3 040034-0009-028-3841s 03/28/84A delivery of certificates of participation evidencing fractional undivided interests in the base rental payments to be made pursuant to this Lease, to provide the moneys to be used to. pay the amounts payable to the Retirement Board by the Corporation; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III ( less the 14.8 Per Cent Undivided Interest) and the transfer of all the Retirement Board' s right, title and interest in, under and to the Site Lease and this Lease to the Corporation, ( 1) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III , the Site Lease or this Lease, and shall cease to have any future liability or obligation to the County, the Corporation, or any successors or assigns or any other person, firm or corporation under the Site Lease, this Lease, the Capital Project III Purchase Agreement or any other document, transaction or matter arising out of or related to Capital Project III; and (2 ) the County will defend and hold harmless the Contra Costa County Employees Retirement Association, the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, 00026 110 F4 040034-0009-028-3841s 03/28/84 i Requirement, or (ii ) the amount permitted to be held in such fund by the arbitrage bond regulations issued by the United States Department of the Treasury under Section 103 (c) of the Internal Revenue Code of 1954, as amended, as such regulations are, at the time, applicable and in effect, without the imposition of yield restrictions, but only so long as such amount permitted under this clause (ii ) together with the Insurance Reserve Fund Requirement shall not be less than fifteen per cent (15%) of the original face amount of Certificates issued or, if so required by such regulations, of the original proceeds of Certificates issued, as. such terms are used in such regulations. The term "Capital Project III" means (a) an office building in the City of Martinez, California, commonly known and designated as 651 Pine Street and containing approximately 120, 750 square feet, and (b) the Pleasant Hill County Building, including all works, properties and structures comprising said buildings and facilities, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities, all located on the Demised Premises. The term "Capital Project III Purchase Agreement" means that certain agreement, dated as of May 1, 1984 and entitled "Capital Project III Purchase Agreement, " entered into between the Retirement Board and the Corporation, providing for the sale by the Retirement Board to the 00267 F6 040034-0009-028-3841s 03/28/84A Corporation of all of the right, title and interest of the Retirement Board in the Site Lease, this Lease, the Demised Premises and Capital Project III . The term "Certificates" means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement. The term "Contract to Purchase Options" means that certain agreement, dated as of May 1, 1984 and entitled "Contract to Purchase Options (Capital Project III ) , " entered into between the Retirement Board and the County. The term "Demised Premises" means that certain real property situate in the County of Contra Costa, State of California, described in Exhibit A attached hereto and made a part hereof; subject, however, to any conditions, reservations, and easements of record or known to the County. The term "14.8 Per Cent Undivided Interest" means the 14. 8 per cent undivided ownership interest of the County in the Pleasant Hill County Building purchased by the County from the Retirement Board effective January 1, 1969 pursuant to the 1969 Amendment. The term "Insurance Reserve Fund Requirement" means the amount of Fifty-one Thousand Dollars ($51, 000.00) . The term "Lease" means this Amended and Restated Facility Lease (Capital Project III ) , as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof. Q�Qti�3 F7 040034-0009-028-3841s 03/28/84 The term "Lessor" means the Retirement Board, or, after the transfer provided for in the Capital Project III Purchase Agreement, the Corporation as successor to all interest, right and title of the Retirement Board under this Lease . The term "1969 Amendment" means the amendment, entered into between the Retirement Board and the County effective on January 1, 1969, to the 1960 Lease. The term "1960 Lease" means the lease with options, dated January 5, 1960 and entitled "Lease with Options to Purchase Pleasant Hill County Building, " between the Retirement Board and the County, as amended effective January 1, 1969, and which, together with the 1961 Lease, was combined in, and amended and restated by, this Lease. The term "1961 Lease" means the lease with options, dated September 26, 1961 and entitled "Lease With Options to Purchase Administration Building Addition, " between the Retirement Board and the County, as amended on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965, and which, together with the 1960 Lease, was combined in, and amended and restated by, this Lease. The term "Pleasant Hill County Building" means an office building in the City of Pleasant Hill, California, commonly known and designated as 1750 Oak Park Boulevard and containing approximately 58,000 square feet, and commonly known as the Pleasant Hill County Building. 00265 FS 040034-0009-028-3841s 03/28/84 "s The term "Site Lease" means that lease, entitled "Site Lease (Capital Project III ) " and dated as of May 1, 1984, between the County, as lessor, and the Retirement Board, as lessee. The term "Trust Agreement" means the trust agreement, dated as of May 1, 1984, by and among the Trustee, the Corporation and the County, pursuant to which the Trustee will execute and deliver the Certificates. The term "Trustee" means Bank of America National Trust and Savings Association, appointed as trustee pursuant to the Trust Agreement, and any successor appointed under the Trust Agreement. The term "Written Request of the County" means an instrument in writing signed by the County Administrator of the County, or by the Assistant County Administrator - Finance of the County, or by a Deputy County Administrator of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose, with the seal of the County affixed. The term "Written Request of the Lessor" means, following the assignment of all right, title and interest of the Retirement Board in this Lease to the Corporation, an instrument in writing signed by or on behalf of the Corporation by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary or by any two persons (whether or not 00 207 F9 040034-0009-028-3841s 03/28/84 officers of the Corporation) who are specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. Section 2 . Term; Condition of Capital Project III . The Lessor hereby leases to the County and the County hereby hires from the Lessor, on the terms and conditions hereinafter set forth, the Demised Premises and Capital Project III located thereon on the terms and conditions hereinafter set forth and subject to all easements, encumbrances, and restrictions that existed at the time the Lessor obtained its leasehold interest in the Demised Premises, including without limitation the terms and conditions of the Site Lease by which a leasehold interest in the Demised Premises was obtained by the Lessor. The County hereby agrees and covenants during the term of this Lease that, except as hereinafter provided, it will use Capital Project III for public and county purposes so as to afford the public the benefits contemplated by this Lease and so as to permit the Corporation to carry out its agreements and covenants contained in the Trust Agreement. The term of this Lease, as to each portion of Capital Project III , commenced on the dates of completion of construction or remodelling of the buildings leased pursuant to the 1960 Lease or the 1961 Lease, as the case may be, in the office of the County Recorder of Contra Costa County, State of California, and the term of this Lease shall end on F10 040034-0009-028-3841s 03/28/84 December 31, 2004, unless such term is extended or sooner terminated as hereinafter provided. If on December 31, 2004 the Certificates shall not be fully paid, or if the rental payable. hereunder shall have been abated at any time and for any reason and shall not have been paid from the proceeds of the rental interruption or use and occupancy insurance required by Section 9 hereof, then the term of this Lease shall be extended until ten ( 10) days after all Certificates shall be fully paid, except that the term of this Lease shall in no event be extended beyond December 31, 2014. If prior to December 31, 2004 all Certificates shall be fully paid, the term of this Lease shall end ten ( 10) days thereafter or ten ( 10) days after written notice by the County to the Lessor, whichever is earlier. The parties hereto agree that the County is presently in possession of the Demised Premises and Capital Project III and that the County accepts the Demised Premises and Capital Project III in their presently existing condition, and further warrants and holds harmless the Lessor against any defects presently existing therein. Section 3 . Rental . The County agrees to pay to the Lessor, its successors or assigns, without deduction or offset of any kind, as rental for the use and occupancy of the Demised Premises and Capital Project III, the following amounts at the times and in the manner set forth herein (but subject to the provisions of Sections 12, 20 and 24 hereof) : 000272 Fll 040034-0009-028-3841s 03/28/84 (a) Base Rental . So long as the Retirement Board shall be the Lessor hereunder, the County shall pay to the Retirement Board, monthly, a rental of $140, 000 per month. Effective upon transfer of all right, title and interest of the Retirement Board in this Lease to the Corporation pursuant to the Capital Project III Purchase Agreement, the County shall pay to the Lessor as a base rental (herein called the "Base Rental" ) , semiannually, rental payments with principal and interest components in accordance with the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. Each Base Rental payment shall be payable on the fifteenth (15th) day of the month immediately preceding its due date and any interest or other income with respect thereto accruing prior to such due date shall belong to the County and shall be returned by the Lessor to the County on February 1 and August 1 of each year. The interest components of the Base Rental payments shall be paid by the County as and constitute interest paid on the principal components of the Base Rental payments to be paid by the County hereunder. If the term of this Lease shall have been extended pursuant to Section 2 hereof, Base Rental payments shall continue to be due on February 1 and August 1 in each year, and payable as hereinabove described, continuing to and including the date of termination of this Lease, in an amount equal to 000273 F12 040034-0009-028-3841s 03/28/84 the amount of Base Rental payable on July 15, 2004. Upon such extension of this Lease, the principal and interest components of the Base Rental payments shall be established so that the principal components will in the aggregate be sufficient to pay all unpaid principal components with interest components sufficient to pay all unpaid interest components plus interest on the extended principal components at a rate equal to the rate of interest on the principal component of the Base Rental payable July 15, 2004. Each semiannual payment of Base Rental shall be for the use of the Demised Premises and Capital Project III for the six-month period commencing on the first day of the month in which such rental is payable, except that the Base Rental payable on January 15, 1985 shall be for the period from the date of recordation of the Amended and Restated Facility Lease (Capital Project III ) in the office of the County Recorder of Contra Costa County to January 31, 1985 . (b) Additional Rental . Effective upon the transfer of all right, title and interest of the Retirement Board in this Lease to the Corporation pursuant to the Capital Project III Purchase Agreement, the County shall also pay, as rental hereunder in addition to the foregoing Base Rental, to the Corporation or to the Trustee, as hereinafter provided, 0 0 r2f F13 040034-0009-028-3841s 03/28/84 such amounts (herein called the "Additional Rental" ) in each year as shall be required by the Corporation for the payment of all costs and expenses incurred by the Corporation in connection with the execution, performance or enforcement of this Lease or any assignment hereof, the Trust Agreement, the lease of the Demised Premises from the County and the leaseback of the Demised Premises and Capital Project III to the County, including but not limited to payment of all fees, costs and expenses and all administrative costs of the Corporation related to the Demised Premises and Capital Project III , including, without limiting the generality of the foregoing, salaries and wages of employees, all expenses, compensation and indemnification of the Trustee payable by the Corporation under the Trust Agreement, fees of auditors, accountants, attorneys or engineers, insurance premiums, taxes and other costs specified in Section 5 hereof and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Certificates or of the Trust Agreement. Such Additional Rental shall be billed to the County by the Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Corporation or by the 000275 F14 040034-0009-028-3841s 03/28/84 , Trustee on behalf of the Corporation for one or more of the items above described, or that such amount is then payable by the Corporation or the Trustee on behalf of the Corporation for such items. Amounts so billed shall be due and payable by the County to the Corporation or the Trustee, as designated on the bill to the County, within ten ( 10) days after receipt of the bill by the County. The Corporation has issued and intends to issue bonds and has entered into leases and intends to enter into leases to finance facilities other than Capital Project III . The administrative costs of the Corporation shall be allocated among said facilities and Capital Project III , as hereinafter in this paragraph provided. Any taxes levied against the Corporation with respect to the Demised Premises and Capital Project III , the fees of the Trustee under the Trust Agreement, and any other expenses directly attributable to Capital Project III shall be included in the Additional Rental payable hereunder. Any taxes levied against the Corporation with respect to real property other than the Demised Premises and Capital Project III, the fees of any trustee or paying agent under any indenture securing bonds of the Corporation or any trust agreement other than the Trust Agreement, and any other expenses directly attributable to any facilities other than 0001275 F15 040034-0009-028-3841s 03/28/84 Capital Project III shall not be included in the administrative costs of Capital Project III and shall not be paid from the Additional Rental payable hereunder. Any expenses of the Corporation not directly attributable to any particular project of the Corporation shall be equitably allocated among all such projects, including Capital Project III , in accordance with sound accounting practice. In the event of any question or dispute as to such allocation, the written opinion of an independent firm of certified public accountants, employed by the Corporation to consider the question and render an opinion thereon, shall be a final and conclusive determination as to such allocation. The Trustee may conclusively rely upon the Written Request of the Corporation, approved by the Director of Public Works of the County or his duly authorized representative, in making any determination that costs are payable as Additional Rental hereunder, and shall not be required to make any investigation as to whether or not the items so requested to be paid are expenses of operation of Capital Project III . Such payments of Base Rental and Additional Rental for each rental payment period during the term of this Lease shall constitute the total rental for said rental payment period, and shall be paid by the County in each rental payment period for and in consideration of the right of use ov277 F16 040034-0009-028-3841s 03/28/84 and occupancy of, and continued quiet use and enjoyment of, the Demised Premises and Capital Project III during each such period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Demised Premises and Capital Project III . In making such determination, consideration has been given to the rental value and replacement cost of Capital Project III , other obligations of the parties under this Lease, the uses and purposes which may be served by Capital Project III and the benefits therefrom which will accrue to the County and the general public. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Lessor at the principal corporate trust office of the Trustee in San Francisco, California, or such other place as the Lessor shall designate. Any such installment of rental accruing hereunder which shall not be paid when due shall bear interest at the rate of twelve percent ( 12%) per annum, or such lesser rate of interest as may be required by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Lessor and the County, the County shall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said F17 040034-0009-028-3841s 03/28/84 rental payments or any portion thereof, said payments or excess of payments, as the case may be, shall, at the option of the County, be credited against subsequent rental payments due hereunder or be refunded at the time of such determination. The County covenants to take such action as may be necessary to include all such rental payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such rental payments. The County will furnish to the Lessor and the Trustee copies of each annual budget of the County within ten ( 10) days after the adoption thereof. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the County. All rental payments received shall be applied first to the interest components of the Base Rental due hereunder, then to the principal components of the Base Rental due hereunder and thereafter to all Additional Rental due hereunder, but no such application of any payments which are less than the total rental due and owing shall be deemed a waiver of any default hereunder. 0002'73 F18 040034-0009-028-3841s 03/28/84 Rental is subject to abatement as provided in Section 20. Nothing contained in this Lease shall prevent the County from making from time to time contributions or advances to the Lessor for any purpose now or hereafter authorized by law. Section 4. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Insurance Reserve Fund; Investments; No Arbitrage. (a) Use of Proceeds. The parties hereto agree that the proceeds of the Certificates will be used to pay the cost of the acquisition by the Corporation of all right, title and interest of the Retirement Board in the Demised Premises and Capital Project III , to establish the Certificate Reserve Fund and the Insurance Reserve Fund hereinafter referred to and to pay the costs of issuing the Certificates and incidental and related expenses. (b) Lease Fund. In consideration for the agreements and covenants of the County herein, the Lessor agrees to pay to the County the amount of accrued interest received by the Trustee upon the sale and delivery of the Certificates for deposit with the Trustee in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Capital Project III ) Lease Fund" (herein called the "Lease Fund" ) . The County agrees to maintain the Lease Fund with the Trustee and to apply the moneys on deposit therein for partial payment of the first 000f) F19 040034-0009-028-3841s 03/28/84 J ' r Base Rental payment due and payable by the County as shown in the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. (c) Certificate Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Lessor further agrees to cause to be paid to the County from the proceeds of sale of the Certificates a sum equal to the Certificate Reserve Fund Requirement for deposit with the Trustee in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Capital Project III ) Certificate Reserve Fund" (the "Certificate Reserve Fund" ) . If on February 1 or August 1 of any year the amount in the Certificate Reserve Fund exceeds the Certificate Reserve Fund Requirement, the Trustee, if the County is not then in default hereunder and if the Corporation and the County are not then in default under the Trust Agreement, shall pay the amount of such excess to the County, unless any portion of such excess shall be needed to increase the balance in the Trust Administration Fund established pursuant to the Trust Agreement to the amount required to be on deposit in said fund, in which event the Trustee shall transfer such portion to the Trust Administration Fund, or unless any portion of such excess shall be needed to increase the balance in the Insurance Reserve Fund to the amount required to be on deposit in said Fund, in which event the Trustee shall transfer such portion to the Insurance 000c) F20 040034-0009-028-3841s 03/28/84 Reserve Fund. Except for such withdrawals, the County agrees to apply the moneys on deposit in the Certificate Reserve Fund solely for the payment of Base Rental payments due and payable by the .County if and when rental shall be abated in accordance with Section 20 hereof or when other moneys of the County are not otherwise available to make such Base Rental payments. The County hereby pledges and grants a lien on and a security interest in the Certificate Reserve Fund to the Lessor in order to secure the County' s obligation to pay the Base Rental payments as herein provided. The County further agrees that if at any time the balance in the Certificate Reserve Fund shall be reduced below the Certificate Reserve Fund Requirement, the first payments of Base Rental payments thereafter payable by the County and not needed to pay Base Rental interest and principal components payable to the Certificate Owners on the next Base Rental due date shall be used to increase the balance in the Certificate Reserve Fund to the required Certificate Reserve Fund Requirement. At the termination of this Lease in accordance with its terms, any balance remaining in the Certificate Reserve Fund shall be released from the foregoing pledge, lien and security interest and may be transferred to such other fund or account of the County, or otherwise used by the County for any other lawful purposes, as the County may direct. 00028.2 F21 040034-0009-028-3841s 03/28/84 (d) Insurance Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Corporation further agrees to pay to the County a sum equal to the Insurance Reserve Fund Requirement for deposit with the Trustee in a separate fund, to be held by the Trustee for and on behalf of the County, known as the "Amended and Restated Facility Lease (Capital Project I ) Insurance Reserve Fund" (the "Insurance Reserve Fund" ) . If on February 1 or August 1 of any year the amount in the Insurance Reserve Fund exceeds the Insurance Reserve Fund Requirement, the Trustee, if the County is not then in default hereunder and if the Corporation and the County are not then in default under the Trust Agreement, shall pay the amount of such excess to the County. The Trustee agrees to cause the moneys in the Insurance Reserve Fund, upon the Written Request of the Corporation and the Written Request of the County, to be applied to pay, together with insurance proceeds received or to be received by the Trustee and to make up for portions of losses not covered by insurance because of deductible amounts or' replacement cost limitations on the amount of insurance obtained, for the repair, reconstruction or replacement of any damaged or destroyed portion of Capital Project I , pursuant to the procedure set forth in Section 7, or for the loss of rental income not insured against because of the deductible amount permitted by Section 9 . The County hereby pledges and grants a lien on and a security interest in the Insurance Reserve Fund 000��3 F22 040034-0009-028-3841s 03/28/848 to the Corporation in order to secure the County' s obligation to pay the Base Rental payments as herein provided. At the termination of this Lease in accordance with its terms, any balance remaining in the Insurance Reserve Fund shall be released from the foregoing pledge, lien and security interest and may be transferred to such other fund or account of the County, or otherwise used by the County for any other lawful purposes, as the County may direct. (e) Investments. Any moneys held by the Trustee in the Lease Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in. Permitted Investments (as that term is defined in the Trust Agreement) which will mature on or before February 1, 1985. Any moneys held by the Trustee in the Certificate Reserve Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in Permitted Investments which will mature on or before the date of the last scheduled Base Rental payment. Any moneys held by the Trustee in the Insurance Reserve Fund may be invested (and, upon the Written Request of the County, shall be invested) by the Trustee in Permitted Investments which will mature within the earlier of one (1) year or the date of the last scheduled Base Rental payment. (f) No-arbitrage. The County will not make any use of the proceeds of the obligations provided herein or any other funds of the County which will cause such obligations to be "arbitrage bonds" subject to federal income taxation by reasofnt(� G200292 F23 040034-0009-028-3841s 03/28/84B of Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any rental payments are unpaid, the County, with respect to such proceeds and such other funds, will comply with all requirements of such Section 103(c) and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect. Section 5 . Maintenance, Utilities, Taxes and Assessments. During such time as the County is in possession of the Demised Premises and Capital Project III , all maintenance and repair, both ordinary and extraordinary, of Capital Project III shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of Capital Project III in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to Capital Project III and shall pay for or otherwise arrange for the payment of the costs of the repair and replacement of Capital Project III resulting from ordinary wear and tear or want of care on the part of the County or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to Capital Project III . In exchange for the rentals herein provided, the Lessor agrees to provide only the Demised Premises and Capital Project III . 00028 F24 040034-0009-028-3841s 03/28/84 The County shall also pay directly or pay as Additional Rental hereunder pursuant to Section 3 (b) , such amounts, if any, in each year as shall be required by the Corporation for the payment of all license and registration fees and all taxes ( including, without limitation, income, excise, license, franchise, capital stock, recording, sales, use, value-added, property, occupational, excess profits and stamp taxes) , levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Lessor or the Trustee for filing in a timely manner any returns, hereinafter levied or imposed against the Lessor or Capital Project III , the rentals and other payments required hereunder or any parts thereof or interests of the County or the Lessor or the Trustee therein by any governmental authority. The County waives the benefits of subsections 1 and 2 of section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of the County under the terms of this Lease. Section 6. Changes to Capital Project III . The County shall have the right during the term of this Lease to make alterations or improvements or attach 000285 F25 040034-0009-028-3841s 03/28/84 fixtures, structures or signs to the Demised Premises or Capital Project III if said alterations, improvements, fixtures, structures and signs are necessary or beneficial for the. use of the Demised Premises or Capital Project III by the County, provided, however, that such actions by the County shall not materially adversely affect the value of Capital Project III . Upon termination of this Lease, the County may remove any fixture, structure or sign added by the County, but such removal shall be accomplished so as to leave Capital Project III , except for ordinary wear and tear, in substantially the same condition as it was in before the fixture, structure or sign was attached. Section 7 . Fire, Extended Coverage and Earthquake Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, insurance against loss or damage to any structures constituting any part of Capital Project III by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance, and earthquake insurance (but as to such earthquake insurance only if such insurance is available on the open market from reputable insurance companies) , sprinkler system leakage insurance and boiler explosion insurance. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by O�C28'7 F26 040034-0009-028-3841s 03/28/84 explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of Capital Project III , excluding the cost of excavations, of grading and filling, and of the land (except that such earthquake insurance may be subject to a deductible clause of not -to exceed ten per cent of said replacement cost for any one loss and except that such other insurance may be subject to deductible clauses for any one loss of not to exceed the lesser of $50, 000 or the amount in the Insurance Reserve Fund established pursuant to Section 4(d) ) , or, in the alternative, shall be in an amount and in a form sufficient (together with moneys in the Certificate Reserve Fund established under Section 4(c) hereof) , in the event of total or partial loss, to enable all Certificates then outstanding (as such term is defined in the Trust Agreement) to be prepaid. In the event of any damage to or destruction of any part of Capital Project III, caused by the perils covered by such insurance, the Lessor, except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of Capital Project III , and the Trustee shall hold said proceeds separate and apart from all other funds, to the end that such proceeds shall be applied to the ij F27 040034-0009-028-3841s 03/28/84 repair, reconstruction or replacement of Capital Project III to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. The Trustee shall permit withdrawals of said proceeds from time to time upon receiving the Written Request of the Lessor, stating that the Lessor has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such moneys were expended, or such liabilities were incurred, in such reasonable detail as the Trustee may in its discretion require. Any balance of said proceeds not required for such repair, reconstruction or replacement shall be treated by the Trustee as Base Rental Payments and applied in the manner provided by Section 5 . 01 of the Trust Agreement. Alternatively, the Lessor, at its option, with the written consent of the County and of the Trustee, and if the proceeds of such insurance together with any other moneys then available for the purpose are at least sufficient to prepay an aggregate principal amount of outstanding Certificates equal to the amount of outstanding Certificates attributable to such structure (determined by reference to the proportion which the construction cost of such structure bears to the construction cost of all structures comprising Capital Project III ) , may elect not to repair, reconstruct or 0002 '9 F28 040034-0009-028-3841s 03/28/84 replace the damaged or destroyed portion of Capital Project III and thereupon shall cause said proceeds to be used for the prepayment of outstanding Certificates pursuant to the provisions of the Trust Agreement. Section 8. Liability Insurance. Except as hereinafter provided, the County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, a standard comprehensive general liability insurance policy or policies in protection of the Lessor and its directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of the operation of Capital Project III , with minimum liability limits of $1,000,000 for personal injury or death of each person and $3, 000, 000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $200, 000 (subject to a deductible clause of not to exceed $5, 000) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3, 000, 000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County. 00QtiuJ F29 040034-0009-028-3841s 03/28/84 As an alternative to providing the insurance required by the first paragraph of this Section, the County, with the written consent of the Lessor, may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall afford reasonable protection to the Lessor, its directors, officers, agents and employees and the Trustee, in light of all circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by counties in the State of California other than the County. Before another method or plan may be provided by the County, there shall be filed with the Trustee a certificate of an actuary, independent insurance consultant or other qualified person, stating that, in the opinion of the signer, the substitute method or plan of protection is in accordance with the requirements of this Section and, when effective, would afford adequate protection to the Lessor, its directors, officers, agents and employees and the Trustee against loss and damage from the hazards and risks covered thereby. There shall also be filed a certificate of the Lessor setting forth the details of such substitute method or plan. Section 9. Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, rental interruption or use and occupancy 000291 F30 040034-0009-028-3841s 03/28/84 insurance to cover loss, total or partial, of the rental income from or the use of Capital Project III as the result of any of the hazards covered by the insurance required by Section 7 hereof, in an amount sufficient to pay the part of the total rent hereunder attributable to the portion of Capital Project III rendered unusable (determined by reference to the proportion which the construction cost of such portion bears to the construction cost of Capital Project III ) for a period of at least two years, except that such insurance may be subject to a deductible clause of not to exceed one thousand dollars ($1, 000) , and except that such insurance need be maintained as to the peril of earthquake only if such insurance is available on the open market from reputable insurance companies. Any proceeds of such insurance shall be used by the Trustee to reimburse to the County any rental theretofore paid by the County under this Lease attributable to such structure for a period of time during which the payment of rental under this Lease is abated, and any proceeds of such insurance not so used shall be applied as provided in Section 3(a) (to the extent required for the payment of Base Rental) and in Section 3 (b) (to the extent required for the payment of Additional Rental ) . Section 10. Insurance Proceeds; Form of Policies. All policies of insurance required by Sections 7 and 9 hereof shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender' s loss payabl6-9002492-90ti92 F31 040034-0009-028-3841s 03/28/84 endorsement substantially in accordance with the form approved by the Insurance Services Office and the California Bankers Association. The Trustee shall collect, adjust and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in Sections 7 and 9. All policies of insurance required by this Lease shall provide that the Trustee shall be given thirty (30) days notice of each expiration thereof or any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. The County shall pay when due the premiums for all insurance policies required by this Lease, and shall promptly furnish evidence of such payments to the Lessor and the Trustee. The County will deliver to the Lessor and the Trustee in the month of August in each year a schedule, in such detail as the Trustee in its discretion may request, setting forth the insurance policies then in force pursuant to this Section, the names of the insurers which have issued the policies, the amounts thereof and the property and risks covered thereby or the report of an actuary, independent insurance consultant or other qualified person as described O 0 Q ti 3 F32 040034-0009-028-3841s 03/28/84 in Section 8. Delivery to the Trustee of the schedule of insurance policies under the provisions of this Section shall not confer responsibility upon the Trustee as to the sufficiency of coverage or amounts of such policies. If so requested in writing by the Trustee, the County shall also deliver to the Trustee certificates or duplicate originals or certified copies of each insurance policy described in such schedule. Section 11 . Default. (a) If the County shall fail to pay any rental payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence of this Lease, or the County shall fail to keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the County, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an "Event of Default" ) , the County shall be deemed to be in default hereunder and it shall be lawful for the Lessor to exercise any and all remedies available pursuant to law or granted pursuant to this Lease. Upon any such default, the Lessor, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: ( 1) To terminate this Lease in the manner hereinafter provided on account of default by the County, notwithstanding any re-entry or re-letting of 000294 F33 040034-0009-028-3841s 03/28/84 Capital Project III as hereinafter provided for in subparagraph (2) hereof, and to re-enter Capital Project III and remove all persons in possession thereof and all personal property whatsoever situated upon Capital Project III and place such personal property in storage in any warehouse or other suitable place in the County of Contra Costa, State of California. In the event of such termination, the County agrees to surrender immediately possession of Capital Project III , without let or hindrance, and to pay the Lessor all damages recoverable at law that the Lessor may. incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon Capital Project III and removal or storage of such property by the Lessor or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay rent or to deliver up possession of Capital Project III given pursuant to law nor any entry or re-entry by the Lessor nor any proceeding in unlawful detainer, or otherwise, brought by the Lessor for the purpose of effecting such re-entry or obtaining possession of Capital Project III nor the appointment of a receiver upon initiative of the Lessor to protect the Lessor' s interest under this Lease shall of itself operate to terminate this Lease, and no ©00295 F34 040034-0009-028-3841s 03/28/84 termination of this Lease on account of default by the County shall be or become effective by operation of law or acts of the parties hereto, unless and until the Lessor shall have given written notice to the County of the election on the part of the Lessor to terminate this Lease and unless and until the insurer, if any, insuring payment of the principal and interest components represented by the Certificates shall have given its prior written consent thereto. The County covenants and agrees that no surrender of Capital Project III or of the remainder of the term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Lessor by such written notice. (2 ) Without terminating this Lease, ( i ) to collect each installment of rent as it becomes due and enforce any other term or provision hereof to be kept or performed by the County and/or (ii) to exercise any and all rights of entry and re-entry upon Capital Project III . In the event the Lessor does not elect to terminate this Lease in the manner provided for in . subparagraph ( 1 ) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, if Capital Project III is not re-let, to pay the full amount of the rent to the end of the term 000256 F35 040034-0009-028-3841s 03/28/84 of this Lease or, in the event that Capital Project III is re-let, to pay any deficiency in rent that results therefrom; and further agrees to pay said rent and/or rent deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of rent hereunder (without acceleration) , notwithstanding the fact that the Lessor may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified and notwithstanding any entry or re-entry by the Lessor or suit in unlawful detainer, or otherwise, brought by the Lessor for the purpose of effecting such re-entry or obtaining possession of Capital Project III . Should the Lessor elect to re-enter as herein provided, the County hereby irrevocably appoints the Lessor as the agent and attorney-in-fact of the County to re-let Capital Ptoject III , or any part thereof, from time to time, either in the Lessor' s name or otherwise, upon such terms and conditions and for such use and period as the Lessor may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon Capital Project III and to place such personal property in storage in any warehouse or other suitable place in the County of Contra Costa, State of California, for the account of and at the expense of the County, and the County hereby exempts and agrees to save oao4297 F36 040034-0009-028-3841s 03/28/84 harmless the Lessor from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of Capital Project III and removal and storage of such property by the Lessor or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Lessor to re-let Capital Project III in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Lessor in effecting such re-letting shall constitute a surrender or termination of this Lease irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Lease shall vest in the Lessor to be effected in the sole and exclusive manner provided for in subparagraph ( 1) hereof. The County further waives the right to rental obtained by the Lessor in excess of the rental herein specified and hereby conveys and releases such excess to the Lessor as compensation to the Lessor for its services in reletting Capital Project III or any part thereof. The County further agrees to pay the Lessor the cost of any alterations or additions to Capital Project III or any O'q r) F37 040034-0009-028-3841s 03/28/84 part thereof necessary to place Capital Project III or any part thereof in condition for re-letting immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Lessor in re-entering and taking possession of Capital Project III as herein provided and all claims for damages that may result from the destruction of or injury to Capital Project III and all claims for damages to or loss of any property belonging to the County, or any other person, that may be in or upon Capital Project II'I . Each and all of the remedies given to the Lessor hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Lessor to any or all other remedies. The term "re-let" or "re-letting" as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Lessor of Capital Project III . If any statute or rule of law validly shall limit the remedies given to the Lessor hereunder, the Lessor nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Lessor shall prevail in any action brought to enforce any of the terms and provisions of this Lease, the County agrees to pay a .reasonable amount as and 000209 F38 040034-0009-028-3841s 03/28/84 for attorney' s fees incurred by the Lessor in attempting to enforce any of the remedies available to the Lessor hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. (b) If ( 1) the County' s interest in this Lease or any part thereof be assigned or transferred without the written consent of the Lessor, either voluntarily or by operation of law or otherwise, or if (2 ) any proceeding under the United States Bankruptcy Code or any federal or state bankruptcy, insolvency, or similar law or any law providing for the appointment of a receiver, liquidator, trustee or similar official of the County or of all or substantially all of its assets, is instituted by or with the consent of the County, or is instituted without its consent and is not permanently stayed or dismissed within sixty days, or if the County offers to the County' s creditors to effect a composition or extension of time to pay the County' s debts or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of the County' s debts, or if the County shall make a general or any assignment for the benefit of the County' s creditors, or if (3) the County shall abandon or vacate any part of Capital Project III (except pursuant to Section 24 hereof) , then the County shall be deemed to be in default hereunder. 000300 F39 040034-0009-028-3841s 03/28/84 (c) The Lessor shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Lessor shall have failed to perform such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by the County to the Lessor properly specifying wherein the Lessor has failed to perform any such obligation. Section 12 . Eminent Domain. If the whole of the Demised Premises and Capital Project III or so much thereof as to render the remainder unusable for the purposes for which it was used by the County shall be taken under the power of eminent domain, the term of this Lease shall cease as of the day that possession shall be so taken. If less than the whole of the Demised Premises and Capital Project III shall be taken under the power of eminent domain and the remainder is usable for the purposes for which it was used by the County at the time of such taking, then this Lease shall continue in full force and effect as to such remainder, and the parties waive the benefits of any law to the contrary, and in such event there shall be a partial abatement of the Base Rental due hereunder in an amount equivalent to the amount by which the semiannual payments of principal and interest represented by Certificates then outstanding (as such term is defined in the Trust Agreement) will be reduced by the application of the award in eminent 000301 F40 040034-0009-028-3841s 03/28/84 domain to the prepayment of outstanding Certificates. So long as any of the Certificates shall be outstanding any award made in eminent domain proceedings for taking the Demised Premises and Capital Project III or any portion thereof shall be applied to the prepayment of Base Rental payments as provided in Section 13 hereof. Any such award made after all of the Certificates have been fully paid and retired shall be paid to the Lessor and to the County as their respective interests may appear. Section 13 . Prepayment. The County shall prepay on any date from insurance and eminent domain proceeds, to the extent provided in Sections 7, 9 and 12 hereof (provided, however, that in the event of partial damage to or destruction of Capital Project III caused by perils covered by insurance, if in the judgment of the Lessor the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of Capital Project III , such proceeds shall be held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of Capital Project III , pursuant to the procedure set forth in Section 7 for proceeds of insurance) , and may at its option prepay from any source of available moneys for prepayment of Certificates on or after August 1, 1994, pursuant to Section 4. 01 of the Trust Agreement, all or any part (in an integral multiple of $5, 000) of the principal components of Base Rental payments 00030N� F41 040034-0009-028-3841s 03/28/84 then unpaid so that the aggregate semiannual amounts of principal components of Base Rental payments which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal components of Base Rental payments unpaid prior to the prepayment date, at a prepayment amount equal to the sum of the principal component prepaid plus accrued interest thereon to the date of prepayment, plus any applicable premium. Before making any prepayment pursuant to this Section, the County shall, within five (5) days following the event creating such obligation to prepay, give written notice to the Lessor describing such event and specifying the date on which the prepayment will be made, which date shall be not less than thirty (30) nor more than forty-five (45) days from the date such notice is given. Section 14. Right of Entry. The Lessor and its assignees shall have the right to enter the Demised Premises and Capital Project III during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the Lessor' s or the County' s rights or obligations under this Lease, and (c) for all other lawful purposes. Section 15. Liens. In the event the County shall at any time during the term of this Lease cause any changes, alterations, additions, improvements, or other work to be done or 030303 F42 040034-0009-028-3841s 03/28/84 performed or materials to be supplied, in or upon the Demised Premises or Capital Project III , the County shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon or about the Demised Premises or Capital Project III and shall keep the Demised Premises and Capital Project III free of any and all mechanics' or materialmen' s liens or other liens against the Demised Premises or Capital Project III or the Lessor' s interest therein. In the event any such lien attaches to or is filed against the Demised Premises or Capital Project III or the Lessor' s interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the County shall forthwith pay or cause to be paid and discharged such judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Lessor, its directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or 000304 F43 040034-0009-028-3841s 03/28/84 expense (including attorney' s fees) as a result of any such lien or claim of lien against the Demised Premises or Capital Project III or the Lessor' s interest therein. Section 16. Quiet Enjoyment. The parties hereto mutually covenant that the County, so long as it keeps and performs the covenants and agreements herein contained and is not in default hereunder, shall at all times during the term of this Lease peaceably and quietly, have, hold and enjoy the Demised Premises and Capital Project III without suit, trouble or hindrance from the Lessor. Section 17 . Lessor Not Liable. The Lessor and its directors, officers, agents and employees and the Trustee shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Demised Premises or Capital Project III . The County, to the extent permitted by law, shall indemnify and hold the Lessor and its directors, officers, agents and employees and the Trustee harmless from, and defend each of them against, any and all claims, liens and judgments for death of or injury to any person or damage to property whatsoever occurring in, on or about the Demised Premises or Capital Project III . aaa3©3 F44 040034-0009-028-3841s 03/28/84 Section 18. Assignment. Neither this Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Lessor, which, in the case of subletting, shall not be unreasonably withheld. No such mortgage, pledge, assignment, sublease or transfer shall in any event affect or reduce the obligation of the County to make the Base Rental and Additional Rental payments required hereunder. Section 19. Title to Capital Project III . Title to Capital Project III and all structural additions thereto shall remain in the Lessor during the term of this Lease, except that title to the 14. 8 Per Cent Undivided Interest shall remain in the County. Title to all fixtures added to Capital Project III pursuant to Section 6 of this Lease and to all personal property placed in or about Capital Project III by the County shall remain in the County. Upon the termination or expiration of this Lease (other than as provided in Sections 11 and 12 hereof) , title to Capital Project III shall vest in the County pursuant to the Site Lease. Section 20. Abatement of Rental . The rental shall be abated proportionately, during any period in which by reason of .any damage or destruction (other than by condemnation which is hereinbefore provided 000306 F45 040034-0009-028-3841s 03/28/84 for) there is substantial interference with the use and occupancy of the Demised Premises and Capital Project III by the County, in the proportion in which the initial cost of that portion of the Demised Premises and Capital Project III rendered unusable bears to the initial cost of the whole of the Demised Premises and Capital Project III . Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, this Lease shall continue in full force and effect and the County waives any right to terminate this Lease by virtue of any such damage or destruction. Section 21 . Law Governing. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same may from time to time exist. Section 22 . Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the Lessor, addressed to the Lessor in care of the County Clerk and Clerk of the Board of Supervisors, County of Contra Costa, County 000301 F46 040034-0009-028-3841s 03/28/84 Administration Building, 651 +Pine Street, Martinez, California 94553, or, if to the County, addressed to the County in care of County Clerk and Clerk of the Board of Supervisors, County of Contra Costa, County Administration Building, 651 Pine Street, Martinez, California 94553, in either case with a copy to the Trustee, or to such other addresses as the respective parties may from time to time designate by notice in writing. Section 23 . Validity and Severability. If for any reason this Lease or any part thereof shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Lessor or by the County, all of the remaining terms of this Lease shall nonetheless continue in, full force and effect. If for any reason it is held by such a court that any of the covenants and conditions of the County hereunder, including the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this Lease is and shall be deemed to be a lease from year to year under which the rentals are to be paid by the County semiannually in consideration of the right of the County topossess, occupy and use the Demised Premises and Capital Project III , and all of the rental and other terms, provisions and conditions of this Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. 00©30a F47 040034-0009-028-3841s 03/28/84 Section 24. Purpose of Lease; Industrial Development Bond Covenant; Option to Purchase; Personal Property. The County covenants that during the term of this Lease, except as hereinafter provided, (a) it will use, or cause the use of, the Demised Premises and Capital Project III for public purposes and for the purposes for which the Capital Project III facilities are customarily used, (b) it will not vacate or abandon Capital Project III or any part thereof, and (c) it will not make any use of the Demised Premises and Capital Project III which would jeopardize in any way the insurance coverage required to be maintained pursuant to Sections 7, 8 and 9 hereof. The County further covenants that it will not use or permit the use of Capital Project III by any person not an "exempt person" within the meaning of Section 103(b) (3) of the Internal Revenue Code of 1954, as amended, or by an "exempt person" (including the County) in an "unrelated trade or business" within the meaning of Section 513 (a) of said code, in such manner or to such extent as would result in the loss of exemption from federal income tax of the portion of the Base Rental payments designated as interest in this Lease under Section 103 of said code. Effective upon the transfer of all right, title and interest of the Retirement Board in this Lease to the Corporation pursuant to the Capital Project III Purchase Agreement, the County shall have the option to purchase the 09 F48 040034-0009-028-3841s 03/28/84 Lessor' s interest in any part of the Demised Premises and Capital Project III upon payment of an option price equal to the aggregate amount for the entire remaining term of this Lease of the part of the total rent hereunder attributable to such part of Capital Project III (determined by reference to the proportion which the construction cost of such part of Capital Project III bears to the construction cost of all of Capital Project III ) . Any such payment shall be made to the Trustee and shall be treated as Rental Payments (as such term is defined in the Trust Agreement) , and shall be applied by the Trustee to pay the interest and principal components of the Certificates and to prepay Certificates on or after August 1, 1994, pursuant to the provisions of Section 4. 01 of the Trust Agreement. Upon the making of such payment to the Trustee, (a) the interest and principal components of each semiannual installment of Base Rental thereafter payable under this Lease shall be reduced by the amount thereof attributable to such part of Capital Project III and theretofore paid pursuant to this Section, (b) Section 20 and this Section of this Lease shall not thereafter be applicable to such part of Capital Project III , (c) the insurance required by Sections 7, 8 and 9 of this Lease need not be maintained as to such part of Capital Project III , and (d) title to such part of Capital Project III and of the portion of the Demised Premises upon which such part of Capital Project III is located shall vest in the County and F49 040034-0009-028-3841s 03/28/84 the term of this Lease shall end as to the portion of the Demised Premises upon which such part of Capital Project III is located and to such part of Capital Project III . The County, in its discretion, may request the Lessor to sell or exchange any personal property which may at any time constitute a part of Capital Project III , and to release said personal property from this Lease, if (a) in the opinion of the County the property so sold or exchanged is no longer required or useful in connection with the operation of Capital Project III , (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Lessor, exceed the amount of $50, 000, the Lessor shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant ( satisfactory to the Lessor) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of Capital Project III . In the event of any such sale, the full amount of the money consideration received for the personal property so sold and released shall be paid to the Lessor. Any money so paid to the Lessor may, so long as the County is not in default under any of the provisions of this Lease, be used upon the Written Request of the County to purchase personal property, which property shall become a part of Capital Project III leased C-33311 F50 040034-0009-028-3841s 03/28/84 hereunder. The Lessor may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. Section 25 . Waiver. Failure of the Lessor to take advantage of any default on the part of the County shall not be, or be construed as,. a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Lease be construed to waive or to lessen the right of the Lessor to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Lessor on account of such default. A waiver of a particular default shall not be deemed' to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Lease. Section 26. Net Lease. This Lease shall be deemed and construed to be a "net lease" and the County hereby agrees that the rents provided for herein shall be an absolute net return to the Lessor, free and clear of any expenses, charges or setoffs whatsoever. 00031 F51 040034-0009-028-3841s 03/28/84 Section 27 . Combined, Restated and Amended 1960 Lease and 1961 Lease. The 1960 Lease and the 1961 Lease are combined herein, and are amended and completely restated in this Lease. Section 28. Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. Section 29 . Execution. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease. It is also agreed that separate counterparts of this Lease may separately be executed by the Lessor and the County, all with the same force and effect as though the same counterpart had been executed by both the Lessor and the County. G-313 F52 040034-0009-028-3841s 03/28/84 IN WITNESS WHEREOF, the Lessor and the County have caused this Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION By Chairman Secretary COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors [SEAL] Attest: County Clerk and ex officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel 000314 E53 040034-0009-028-3841s 03/28/84 EXHIBIT A All that certain real property situated in the County of Contra Costa, State of California, described as follows: PARCELS ONE AND TWO That certain real property commonly known as 1750 Oak Park Boulevard, City of Pleasant Hill, and more particularly described as follows: PARCEL ONE Portion of the Rancho Las Juntas, described as follows: Beginning on the north line of Oak Park Boulevard at the southeast corner of the 3 . 68 acre parcel of land described in the deed from George R. McNutt to Contra Costa County, dated February 17, 1958 and recorded April 1, 1958 in Volume 3142 of Official Records, at page 499; thence from said point of beginning westerly along said north line along the arc of a curve to the left with a radius of 4030 feet, an arc distance of 266. 89 feet to the west line of said 3 . 68 acre parcel; thence north 1° 04' 04" east along said west line 555. 56 feet to the south line of the parcel of land described in the deed from A. Steffensen to Contra Costa County, dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564; thence north 880 17' 13" west along said south line, 228. 41 feet to the west line of said Contra Costa County parcel (3409 OR 564) ; thence easterly along the arc of a curve to the left with a radius of 130 feet, the center of which bears north 10 42 ' 47" east, an arc distance of 90. 11 feet; thence north 440 22 ' 16" east, tangent to said curve 94. 37 feet; thence easterly along the arc of a curve to the right with a radius of 120 feet, tangent to the last course, an arc distance of 99. 15 feet; thence south 880 17' 13" east, tangent to the last curve, 252 . 53 feet to the east line of the parcel of land described as Parcel Two in the deed from Mt. Diablo Unified School District of Contra Costa County to County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435; thence south 1° 42 ' 47" west along said east line and along the east line of the 3 . 68 acre parcel of land first above referred to, 731.23 feet to the point of beginning. Parcel One subject to that right of way for road and utility purposes reserved in the deed from A. Steffensen 000315 A-1 040034-0009-028-3841s 03/25/84 to Contra Costa County dated April 15, 1959 and recorded July 9, 1959 in Volume 3409 of Official Records, at page 564. PARCEL TWO The right of way granted in the deed from Mt. Diablo Unified School District of Contra Costa County to the County of Contra Costa, dated March 24, 1959 and recorded July 9, 1959 in Volume 3408 of Official Records, at page 435, as follows: A non exclusive easement appurtenant to the lands of the County of Contra Costa, described in the deed from George McNutt to the County of Contra Costa, recorded April 1, 1958 in Book 3142 of Official Records of Contra Costa County at page 499 for all utility purposes including power, gas, water and sewers, over and upon the following described property: Portion of the Rancho Las Juntas, containing 0. 55 of an acre, more or less, described as follows: Beginning on the north line of Oak Park Boulevard at the southwest corner of the 9 . 853 acre parcel of land described in the final order of condemnation entered September 25, 1951 in the Superior Court of the State of California, County of Contra Costa, entitled Mt. Diablo Unified School District of Contra Costa County, plaintiff vs._ E1 Dorado Associates, Incorporated, et al, defendants, a certified copy of which was recorded September 25, 1951 in Volume 1826 of Official Records, at page 173; thence from said point of beginning north 10 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 641 .23 feet to the southwest corner of the parcel of land described as Parcel One in the deed from E1 Dorado Associates, Incorporated, et al, to Mt. Diablo Unified School District of Contra Costa County dated April 21, 1950 and recorded May 22, 1950 in Volume 1561 of Official Records, at page 377; thence north 1° 42 ' 47" east along the west line of said Mt. Diablo Unified School District parcel 150 feet, thence south 880 17' 13" east, 30 feet; thence south 10 42 ' 47" west, 795 . 9 feet to the north line of said Oak Park Boulevard; thence westerly along said north line 30. 36 feet to the point of beginning. PARCEL THREE That certain real property commonly known as 651 Pine Street, City of Martinez, and more particularly described as follows: 000313 A-2 040034-0009-028-3841s 03/25/84 Lots 2, 3, 4, 5, 6, and 7, Block 3, Additional Survey of Town of Martinez, as shown on maps of record on file in the office of the County Recorder of Contra Costa County, State of California, excepting therefrom the easterly 5 feet of lots 2 and 7. 000317 A-3 040034-0009-028-3841s 03/25/84 EXHIBIT B Rental Payment Schedule Amount Amount Base Rental Total Base Attributable Attributable Payment Dates( 1 ) Rental Payment to Principal to Interest January 15, 1985 $ $ 0 $ July 15, 1985 January 15, 1986 July 15, 1986 January 15, 1987 July 15, 1987 January 15, 1988 July 15, 1988 January 15, 1989 July 15, 1989 January 15, 1990 July 15, 1990 January 15, 1991 July 15, 1991 January 15, 1992 July 15, 1992 January 15, 1993 July 15, 1993 January 15, 1994 July 15, 1994 January 15, 1995 July 15, 1995 January 15, 1996 July 15, 1996 January 15, 1997 July 15, 1997 January 15, 1998 July 15, 1998 January 15, 1999 July 15, 1999 January 15, 2000 July 15, 2000 January 15, 2001 July 15, 2001 January 15, 2002 July 15, 2002 January 15, 2003 July 15, 2003 January 15, 2004 July 15, 2004 (1) Due date is the first day of the following month. O 00313 B-1 040034-0009-028-3841s 03/25/84 State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, , a notary public in and for the State of California, duly commissioned and sworn, personally appeared known to me to be the Chairman, and known to me to be the Secretary, of the BOARD OF RETIREMENT OF THE CONTRA COSTA COUNTY EMPLOYEES RETIREMENT ASSOCIATION, the board of retirement that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said board of retirement therein named, and acknowledged to me that such board of retirement executed the within instrument pursuant to a resolution. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Notary Public in and for the State of California My commission expires: [Notarial Seal ] 000319 Y .. Y r State of California ) ss. County of Contra Costa ) On this day of May, in the year 1984, before me, a Deputy Clerk of the County of Contra Costa, State of California, duly commissioned and sworn, personally appeared , known to me to be the Chairman of the Board of Supervisors, and known to me to be the County Clerk and Ex-officio Clerk of the Board of Supervisors, of the County of Contra Costa, the county that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said political subdivision therein named, and acknowledged to me that such political subdivision executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Contra Costa. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal in the County of Contra Costa on the day and year in this certificate first above written. Deputy Clerk, County of Contra Costa [ Seal ] 00034) ' CCf-8 3832s e 3-28-84 Draft (4th Draft) TRUST AGREEMENT by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of May 1, 1984 RELATING TO $_, 000, 000 1984 CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) 000321 TABLE OF CONTENTS Page PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS SECTION 1 . 01 . Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 1 . 02 . Equal Security . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 . 01 . Preparation of Certificates . . . . . . . . . . . . . 18 SECTION 2 . 02 . Denominations, Medium, Method and Place of Payment and Dating of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 2 . 03 . Payment Dates of Certificates . . . . . . . . . . . 19 SECTION 2 . 04. Form of Certificates . . . . . . . . . . . . . . . . . . . . 21 SECTION 2 . 05. Execution of Certificates . . . . . . . . . . . . . . . 31 SECTION 2 .06. Transfer and Payment of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 31 SECTION 2 . 07. Certificate Registration Books . . . . . . . . . . 32 SECTION 2 . 08. Temporary Certificates . . . . . . . . . . . . . . . . . . 33 SECTION 2 . 09 . Certificates Mutilated, Lost, Destroyed or Stolen . . . . . . . . . . . . . . . . . . . 33 ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01 . Delivery of Certificates . . . . . . . . . . . . . . . . 35 SECTION 3 . 02 . Deposit of Proceeds of Certificates . . . . . 33 SECTION 3 . 03 . Use of Moneys in the Acquisition Fund . . . 34 000322 i 1 i � Page ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4. 01 . Terms of Prepayment . . . . . . . . . . . . . . . . . . 39 SECTION. 4. O2 . Selection of Certificates for Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 4. 03 . Notice of Prepayment . . . . . . . . . . . . . . . . . . . . 41 SECTION 4. 04. Partial Prepayment of Certificates . . . . . . 42 SECTION 4. 05 . Effect of Prepayment . . . . . . . . . . . . . . . . . . . . 43 ARTICLE V RENTAL PAYMENTS SECTION 5 . 01 . Pledge of Base Rental Payments; Base Rental Payment Fund . . . . . . . . . . . . . . 43 SECTION 5 . 02 . Deposit of Base Rental Payments . . . . . . . . . 44 (a) Interest Fund . . . . . . . . . . . . . . . . . . . . . . . 44 (b) Principal Fund . . . . . . . . . . . . . . . . . . . . . . 45 (c) Prepayment Fund . . . . . . . . . . . . . . . . . . . . . 45 SECTION 5. 03 Trust Administration Fund . . . . . . . . . . . . . . . 46 ARTICLE VI COVENANTS SECTION 6. 01. Compliance with Trust Agreement . . . . . . . . . 47 SECTION 6. 02 . Compliance with or Amendment of Facility Lease . . . . . . . . . . . . . . . . . . . . . . . . 47 SECTION 6. 03 . Observance of Laws and Regulations . . . . . . 48 SECTION 6. 04. Other Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 SECTION 6.05 . Prosecution and Defense of Suits . . . . . . . . 50 SECTION 6. 06. Accounting Records and Statements . . . . . . . 51 SECTION 6. 07 . Recordation and Filing . . . . . . . . . . . . . . . . . . 52 SECTION 6. 08. Further Assurances . . . . . . . . . . . . . . . . . . . . . . 52 ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7.01 . Action on Default . . . . . . . . . . . . . . . . . . . . . . . 53 SECTION 7. 02 . Other Remedies of the Trustee . . . . . . . . . . . 54 SECTION 7. 03 . Non-Waiver 54 SECTION 7 . 04. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . 55 SECTION 7 . 05 . No Liability by the Corporation to the Owners 55 SECTION 7 .06. No Liability by the County to the Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 SECTION 7. 07 . No Liability by the Trustee to the Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 ii 000323 � Y � Page ARTICLE VIII THE TRUSTEE SECTION 8. 01. Employment of the Trustee . . . . . . . . . . . . . . . 57 SECTION 8.02 . Duties, Removal and Resignation of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 57 SECTION 8.03 . Compensation and Indemnification of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 8.04. Protection of the Trustee . . . . . . . . . . . . . . . 60 ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 .01. Amendment or Supplement by Consent of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 SECTION 9.02 . Disqualified Certificates . . . . . . . . . . . . . . . 64 SECTION 9.03 . Endorsement or Replacement of Certificates After Amendment or Supplement . . . . . . . . . . . . . . . . . . . . . . . . . 65 SECTION 9 . 04. Amendment by Mutual Consent . . . . . . . . . . . . . 65 ARTICLE X DEFEASANCE SECTION 10. 01 . Discharge of Certificates and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . 66 SECTION 10. 02 . Unclaimed Moneys . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE XI MISCELLANEOUS SECTION 11.01. Benefits of Trust Agreement Limited to Parties . . . . 68 SECTION 11 . 02 . Successor Deemed Included in all References to Predecessor . . . . . . . . . . . . . 68 SECTION 11 . 03 . Execution of Documents by Owners . . . . . . . . 69 SECTION 11 .04. Waiver of Personal Liability . . . . . . . . . . . . 70 SECTION 11.05. Acquisition of Certificates by County 70 SECTION 11 .06. Content of Certificates . . . . . . . . . . . . . . . . . 70 SECTION 11 . 07 . Publication for Successive Weeks . . . . . . . . 71 SECTION 11 .08. Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 SECTION 11.09. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 iii 000324 I Page SECTION 11. 10. Article and Section Headings, Gender and References . . . . . . . . . . . . . . . . . 73 SECTION 11. 11. Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . 74 SECTION 11. 12 . California Law . . . . . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 11. 13. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 11 . 14. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 75 SECTION 11. 15 . Execution in Counterparts . . . . . . . . . . . . . . . 75 EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 iv 000325 TRUST AGREEMENT This TRUST AGREEMENT, made and entered into as of May 1, .1984, by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America (the "Trustee" ) , CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California (the "Corporation" ) , and the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the laws of the State of California (the "County" ) ; W I T N E S S E T H: WHEREAS, the Board of Retirement of the Contra Costa County Employees Retirement Association, organized and existing under the County Employees Retirement Law of 1937 (the "Retirement Board" ) , and the County have previously entered into a lease with options, entitled "Lease With Options to Purchase Pleasant Hill County Building" and dated January 5, 1960 (the "1960 Lease" ) , pursuant to which the County leased from the Retirement Board a building commonly known as the Pleasant Hill County Building; and WHEREAS, the 1960 Lease has heretofore been amended by the County and the Retirement Board by an amendment effective January 1, 1969 (the "1969 Amendment" ) ; and 000323 1 WHEREAS, the 1969 Amendment recited that the County had exercised its option under the 1960 Lease to purchase a 14.8 per cent undivided interest in the Pleasant Hill County Building and provided that the County would thereafter be leasing from the Retirement Board an 85 .2 per cent undivided interest in said Pleasant Hill County Building; and WHEREAS, the Retirement Board and the County have also previously entered into a lease with options, entitled "Lease With Options to Purchase Administration Building Addition" and dated September 26, 1961 (the "1961 Lease" ) ; and WHEREAS, the 1961 Lease has heretofore been amended by the County and the Retirement Board on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965; and WHEREAS, the Retirement Board has determined to make an additional investment in Capital Project III by purchasing from the County the surrender of the County' s options to purchase Capital Project III ( less the 14. 8 Per Cent Undivided Interest) , pursuant to an agreement, entitled "Contract to Purchase Options (Capital Project III ) " and dated as of May 1, 1984 (the "Contract to Purchase Options" ) ; and WHEREAS, the County and the Retirement Board have entered into a lease, entitled "Site Lease (Capital Project III ) " and dated as of May 1, 1984 (the "Site Lease" ) ; and WHEREAS, the Retirement Board and the County have entered into an agreement, entitled "Amended and Restated 00032 2 040034-0009-028-3832s 03/28/84 Facility Lease (Capital Project III ) " and dated as of May 1, 1984 (the "Facility Lease" ) , which combines the 1960 Lease and the 1961 Lease into one document, which amends the 1960 Lease and the 1961 Lease, and which restates the 1960 Lease and the 1961 Lease as so amended; and WHEREAS, the Retirement Board has determined that it would be in the best interest of the Retirement Board and the persons the retirement system of the County is designed to benefit for the Retirement Board to transfer all of its right, title and interest in the Site Lease and the Facility Lease to the Corporation in exchange for an agreed-upon payment, and has made such transfer pursuant to an agreement, entitled "Capital Project III Purchase Agreement" and dated as of May 1, 1984 (the "Capital Project III Purchase Agreement" ) , between said parties; and WHEREAS, pursuant to the Facility Lease, following said transfer, the Corporation will lease to the County the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (said two buildings being herein called "Capital Project III" ) ; and WHEREAS, the Corporation and the County have determined that it would be in the best interest of the Corporation, the County and the residents of the County to provide for the sale and delivery of certificates of 000328 3 040034-0009-028-3832s 03/28/84 participation evidencing a fractional undivided interest in certain base rental payments to be made pursuant to the Facility Lease, to provide the moneys to be used to pay the amounts payable to the Retirement Board pursuant to the Capital Project III Purchase Agreement and for the other purposes provided for herein; and WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Corporation for the lease of Capital Project III; and WHEREAS, all rights to receive such base rental payments have been assigned without recourse by the Corporation to the Trustee pursuant to an agreement, entitled "Assignment Agreement" and dated as of May 1, 1984 (the "Assignment Agreement" ) ; and WHEREAS, in consideration of such assignment and the execution of this Trust Agreement, the Trustee has agreed to execute and deliver certificates of participation in an amount equal to the aggregate principal components of such base rental payments, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, the parties hereto intend that upon payment to the Retirement Board of the amounts payable to it by the Corporation for the sale of Capital Project III ( less the 14.8 Per Cent Undivided Interest) and the transfer of all the Retirement Board' s right, title and interest in, under 000323 4 040034-0009-028-3832s 03/28/84 and to the Site Lease and the Facility Lease to the _ Corporation, ( 1) the Retirement Board shall cease to have any interest in or responsibility for any transactions or agreements entered into by and/or between the County and the Corporation, relative to Capital Project III , the Site Lease or the Facility Lease, and shall cease to have any future liability or obligation to the County, the Corporation, or any successors or assigns or any other person, firm or corporation under the Site Lease, the Facility Lease, the Capital Project III Purchase Agreement, the Contract to Purchase Options or any other document, transaction or matter arising out of or related to Capital Project III ; and (2) the County will defend and hold harmless the Contra Costa County Employees Retirement Association, the Retirement Board and all of its officers, agents, servants or employees from all suits, claims, obligations, demands, damages, liabilities, costs or expenses heretofore or hereafter arising from or incurred as a result of or in connection with the Site Lease, the Facility Lease, the Capital Project III Purchase Agreement, the Contract to Purchase Options or any other document, transaction or matter related to Capital Project III ; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and 5 030330 040034-0009-028-3832s 03/28/84 entering into of this Trust Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Trust Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS SECTION 1 . 01 . Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Certificates and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Acquisition Fund The term "Acquisition Fund" means the fund by that name established in Section 3 . 02 . 000331 6 040034-0009-028-3832s 03/28/84 Additional Rental Payments The term "Additional Rental Payments" means the additional rental payments payable by the County under and pursuant to Section 3(b) of the Facility Lease. Assignment Agreement The term "Assignment Agreement" means that certain Assignment Agreement by and between the Corporation and the Trustee, dated as of May 1, 1984. Base Rental Payment Fund The term "Base Rental Payment Fund" means the fund by that name established in Section 5 .01. Base Rental Payments The term "Base Rental Payments" means the base rental payments with interest components and principal components payable by the County under and pursuant to Section 3 (a) of the Facility Lease. Capital Project III The term "Capital Project III" means the office buildings generally known as the County Administration Building, 651 Pine Street, Martinez, California, and the County Office Building, 1750 Oak Park Boulevard, Pleasant Hill, California, to house offices and facilities of the County, together with parking, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities, located on the Demised 0003320 7 040034-0009-028-3832s 03/28/84 Premises, and leased by the Corporation to the County pursuant to the Facility Lease. Capital Project III Purchase Agreement The term "Capital Project III Purchase Agreement" means that certain agreement, dated as of May 1, 1984 and entitled "Capital Project III Purchase Agreement, " entered into between the Retirement Board and the Corporation, providing for the sale by the Retirement Board to the Corporation of all of the right, title and interest of the Retirement Board in the Site Lease, the Facility Lease, the Demised Premises and Capital Project III . Certificate of the Corporation The term "Certificate of the Corporation" means a certificate signed by the President or a Vice President of the Corporation and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. If and to the extent required by the provisions of Section 11 .06, each Certificate of the Corporation shall include the statements provided for in Section 11 .06. Certificate of the County The term "Certificate of the County" means an instrument in writing signed by the County Administrator of the County, or by the Assistant County Administrator-Finance, or by a Deputy County Administrator, or by any other officer of the County duly authorized by the Board of Supervisors of . the County for that purpose, with the seal of the County 000333 8 040034-0009-028-3832s 03/28/84 affixed. If and to the extent required by the provisions of Section 11 .06, each Certificate of the County shall include the statements provided for in Section 11.06. Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant hereto. Certificates of Participation Purchase Contract The term "Certificates of Participation Purchase Contract" means that certain Certificates of Participation Purchase Contract, dated 1984, by and among the Purchaser, the Trustee and the County relating to $ 1984 Certificates of Participation for Capital Project III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) . Contract to Purchase Options The term "Contract to Purchase Options" means that certain agreement, dated as of May 1, 1984 and entitled "Contract to Purchase Options (Capital Project III ) , " entered into between the Retirement Board and the County. Corporation The term "Corporation" means the Contra Costa County Public Facilities Corporation, a nonprofit public benefit corporation organized and existing under and by virtue of the laws of the State of California. 000334 9 040034-0009-028-3832s 03/28/84 County The term "County" means the political subdivision of the State of California known as the County of Contra Costa, .as the same is organized and existing under and by virtue of the Constitution and laws of the State of California. Demised Premises The term "Demised Premises" means the real property described in Exhibit A to the Facility Lease. Facility Lease The term "Facility Lease" means that certain lease, entitled "Amended and Restated Facility Lease (Capital Project III ) , " by and between the Retirement Board and the County, dated as of May 1, 1984, which was recorded in the office of the County Recorder of the County of Contra Costa on May _, 1984 under Recorder' s Serial No. , as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. Financial Newspaper The term "Financial Newspaper" means The Wall Street Journal or The Bond Buyer, or any other newspaper or journal publishing financial news and selected by the Trustee that is printed in the English language, is customarily published on each business day and is circulated in San Francisco, California. 000335 10 040034-0009-028-3832s 03/28/84 Interest Fund The term "Interest Fund" means the fund by that name established in Section 5.02. 1960 Lease The term "1960 Lease" means the lease with options, dated January 5, 1960 and entitled "Lease With Options to Purchase Pleasant Hill County Building, " between the Retirement Board and the County, which was amended effective January 1, 1969, and which, together with the 1961 Lease, was combined in, and amended and restated by, the Facility Lease. 1961 Lease The term "1961 Lease" means the lease with options, dated September 26, 1961 and entitled "Lease With Options to Purchase Administration Building Addition, " between the Retirement Board and the County, which was amended on April 17, 1962, on July 14, 1964, on December 1, 1964 and on May 11, 1965, and which, together with the 1960 Lease, was combined in, and amended and restated by, the Facility Lease. Opinion of Counsel The term "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the County or the Corporation and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval) . 000330 11 040034-0009-028-3832s 03/28/84 Outstanding The term "Outstanding, " when used as of any particular time with reference to Certificates, means ( subject to the provisions of Section 9 . 02) all Certificates except -- (1) Certificates cancelled by the Trustee or delivered to the Trustee for cancellation; (2) Certificates paid or deemed to have been paid within the meaning of Section 10. 01; and (3) Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered by the Trustee pursuant to Section 2 . 09. Owner The term "Owner" means any person who shall be the registered owner of any Outstanding Certificate. Payment Date The term "Payment Date" means that February 1 or August 1 during the period beginning on February 1, 1985 and terminating on August 1, 2004 to which reference is made. Permitted Investments The term "Permitted Investments" means any of the following to the extent then permitted by the general laws of the State of California applicable to investments by counties: (1) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the 000337 12 040034-0009-028-3832s 03/28/84 faith and credit of the United States are pledged for the payment of principal and interest; (2) Obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board or the Tennessee Valley Authority, or obligations, participations or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association, or guaranteed portions of Small Business Administration notes, or obligations, participations, or other instruments of or issued by a federal agency or a United States government-sponsored enterprise; (3 ) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank, including the Trustee, or a state or national savings and loan association, provided that such certificates of deposit shall be (i ) continuously and fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or (ii ) issued by any bank or trust company organized under the laws of any state of the United States, or any national banking association (including the Trustee) , having a combined capital and surplus of at least $500, 000, 000, and such certificates shall have maturities of six months or less, or (iii) continuously 000338 13 040034-0009-028-3832s 03/28/84 and fully secured by such securities as are described in clauses ( 1) or (2 ) above, which securities shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such certificates of deposit; and (4) Any repurchase agreement with any bank or trust company organized under the laws of any state of the United States or any national banking association (including the Trustee) or government bond dealer reporting to, trading with and recognized as a primary dealer by, the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities described in clauses ( 1) or (2 ) above, provided the underlying securities are required by the repurchase agreement to be held by any such bank, trust company or primary dealer having a combined capital and surplus of at least $500,000,000 and being independent of the issuer of such repurchase agreement, and provided the securities are continuously maintained at a market value not less than the amount so invested. Prepayment Fund The term "Prepayment Fund" means the fund by that name established in Section 5.02 . Principal Fund The term "Principal Fund" means the fund by that name established in Section 5.02 . 000333 14 040034-0009-028-3832s 03/28/84 Purchaser The term "Purchaser" means Bank of America National Trust and Savings Association as underwriter and purchaser of the Certificates pursuant to the Certificates of Participation Purchase Contract. Rental Payments The term "Rental Payments" means the Base Rental Payments and the Additional Rental Payments. Retirement Board The term "Retirement Board" means the Board of Retirement of the Contra Costa County Employees Retirement Association, organized and existing under the County Employees Retirement Law of 1937, Chapter 3 of Part 3 of Division 4 of Title 3 of the Government Code of the State of California, commencing with Section 31450. Site Lease The term "Site Lease" means that certain lease, entitled "Site Lease (Capital Project III ) , " by and between the County and the Retirement Board, dated as of May 1, 1984, which was recorded in the office of the County Recorder of the County of Contra Costa on May _, 1984 under Recorder' s Serial Number , as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. 000340 15 040034-0009-028-3832s 03/28/84 Trust Administration Fund The term "Trust Administration Fund" means the fund by that name established in Section 5.03 . Trust Agreement The term "Trust Agreement" means this Trust Agreement by and among the Trustee, the Corporation and the County, dated as of May 1, 1984, as originally executed and as it may from time to time be amended or supplemented in accordance herewith. Trustee The term "Trustee" means Bank of America National Trust and Savings Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America and having a principal corporate trust office in San Francisco, California, or any other bank or trust company which may at any time be substituted in its place as provided in Section 8. 02 . Written Request of the Corporation The term "Written Request of the Corporation" means an instrument in writing signed by or on behalf of the Corporation by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary or by any two persons (whether or not officers of the Corporation) who are specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. 000341 16 040034-0009-028-3832s 03/28/84 Written Request of the County The term "Written Request of the County" means an instrument in writing signed by the County Administrator of the County or by the Assistant County Administrator-Finance of the County, or by a Deputy County Administrator of the County, or by any other officer of the County duly authorized by the Board of Supervisors of the County for that purpose, with the seal of the County affixed. SECTION 1 . 02 . Equal Security. In consideration of the acceptance of the Certificates by the Owners, the Trust Agreement shall be deemed to be and shall constitute a contract between the Trustee and the Owners to secure the full and final payment of the interest and principal represented by the Certificates which may be executed and delivered hereunder, subject to the agreements, conditions, covenants and terms contained herein; and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Trustee shall be for the equal and proportionate benefit, protection and security of all Owners without distinction, preference or priority as to security or otherwise of any Certificates over any other Certificates by reason of the number or date thereof or the time of execution or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein. &�00a�1ti 17 040034-0009-028-3832s 03/28/84 ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 .01. Preparation of Certificates. The Trustee is hereby authorized to prepare the Certificates in the aggregate principal amount of million hundred thousand dollars ($ ) , representing the aggregate principal components of the Base Rental Payments and each evidencing and representing a fractional undivided interest in the Base Rental Payments. SECTION 2 .02 . Denominations, Medium, Method and Place of Payment and Dating of Certificates. The Certificates shall be prepared in the form of fully registered Certificates in the denomination of five thousand dollars ($5, 000) each or any integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one principal payment date. The Certificates shall be payable in lawful money of the United States of America. The interest represented by the Certificates shall be payable by check or draft mailed by the Trustee to the respective Owners of the Certificates at their addresses shown on the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07. The principal represented by the Certificates shall be payable upon surrender thereof on their payment dates or on prepayment 00034.3 18 040034-0009-028-3832s 03/28/84 prior thereto at the principal corporate agency office of the Trustee in San Francisco, California. The Certificates shall be dated the Payment Date next preceding the date of delivery thereof by the Trustee, unless such date of delivery is a Payment Date, in which case they shall be dated such Payment Date, or unless such date of delivery is prior to February. l, 1985, in which case they shall be dated May 1, 1984. SECTION 2 . 03 . Payment Dates of Certificates. The principal represented by the Certificates shall be payable on February 1 and August 1 in the years and in the amounts, with an interest component with respect thereto at the rates, as follows: Principal Interest Payment Date Amount Component August 1, 1985 $ February 1, 1986 August 1, 1986 February 1, 1987 August 1, 1987 February 1, 1988 August 1, 1988 February 1, 1989 August 1, 1989 February 1, 1990 August 1, 1990 February 1, 1991 August 1, 1991 February 1, 1992 August 1, 1992 February 1, 1993 August 1, 1993 February 1, 1994 August 1, 1994 February 1, 1995 August 1, 1995 February 1, 1996 000344 19 040034-0009-028-3832s 03/28/84 Principal Interest Payment Date Amount Component August 1, 1996 February 1, 1997 August 1, 1997 February 1, 1998 August 1, 1998 February 1, 1999 August 1, 1999 February 1, 2000 August 1, 2000 February 1, 2001 August 1, 2001 February 1, 2002 August 1, 2002 February 1, 2003 August 1, 2003 February 1, 2004 August 1, 2004 The interest represented by the Certificates shall be payable from their date on February 1 and August 1 of each year, beginning on the February 1 or August 1 following their date (except that for Certificates dated May 1, 1984 the first interest payment shall be on February 1, 1985) and continuing to and including their Payment Dates or on prepayment prior thereto, and shall represent the sum of the portions of the Base Rental Payments designated as interest components coming due on the Payment Dates in each year. The principal represented by the Certificates shall be payable on February 1 and August 1 of each year, beginning on August 1, 1985 and continuing to and including August 1, 2004, and shall represent the sum of the portions of the Base Rental Payments designated as principal components coming due on the Payment Dates in each year. 000345 20 040034-0009-028-3832s 03/28/84 SECTION 2 . 04. Form of Certificates. The Certificates and the assignment to appear thereon shall be in substantially the following forms, respectively, with necessary or appropriate insertions, omissions and variations as permitted or required hereby, including placement of a portion of the form of the Certificate on the reverse side thereof (provided that on the face of each Certificate, at the place where the portion on the reverse side appears in the form set forth below, there shall be inserted the following sentence: "THE TERMS AND PROVISIONS OF THIS CERTIFICATE ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. " ) : 000343 21 040034-0009-028-3832s 03/28/84 [FORM OF CERTIFICATE OF PARTICIPATION] No. $ 1984 CERTIFICATE OF PARTICIPATION Evidencing and Representing A Fractional Undivided Interest of the Owner Hereof in Pse Rental Payments to be Made by the COUNTY OF CONTRA COSTA to CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION FOR CAPITAL PROJECT III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) Certificate Interest Rate Payment Date Dated as of CUSIP No. THIS IS TO CERTIFY that , the registered owner of this Certificate of Participation (the "Certificate" ) , is the owner of a fractional undivided interest in the rights to receive certain Base Rental Payments (as that term is defined in the Trust Agreement hereinafter mentioned) under and pursuant to that certain Amended and Restated Facility Lease (Capital Project III) (the "Facility Lease" ) dated as of May 1, 1984, by and between the Board of Retirement of the Contra Costa County 000347 22 040034-0009-028-3832s 03/28/84 Employees Retirement Association and the County of Contra Costa (the "County" ) , a political subdivision organized and existing under and by virtue of the laws of the State of California, all of the right, title and interest of said Board of Retirement in the Facility Lease having been assigned and transferred to Contra Costa County Public Facilities Corporation (the "Corporation" ) , a nonprofit public benefit corporation duly organized and existing under and by virtue of the laws of the State of California, and all of which rights to receive such Base Rental Payments having been assigned without recourse by the Corporation to Bank of America National Trust and Savings Association, as trustee (the "Trustee" ) , a national banking association duly organized and existing under and by virtue of the laws of the State of California and having a principal corporate trust office in San Francisco, California. The registered owner of this Certificate is entitled to receive, subject to the terms of the Facility Lease and any right of prepayment prior thereto hereinafter provided for, on the certificate payment date set forth above (the "Certificate Payment Date" ) , upon surrender of this Certificate on the Certificate Payment Date or on the date of prepayment prior thereto at the principal corporate agency office of the Trustee in San Francisco, California, the principal sum of THOUSAND DOLLARS 0000 43 23 040034-0009-028-3832s 03/28/84 • representing the registered owner' s fractional undivided share of the Base Rental Payments designated as principal components coming due on the Certificate Payment Date, and to receive from the date hereof (which date shall be the interest payment date next preceding the date of delivery hereof by the Trustee, unless such date of delivery is an interest payment date, in which case the date hereof shall be such interest payment date, or unless such date of delivery is prior to February 1, 1985, in which case the date hereof shall be May 1, 1984) on February 1 and August 1 of each year to and including the Certificate Payment Date or the date of prepayment prior thereto, whichever is earlier, by check or draft mailed to the registered owner on such dates, the registered owner' s fractional undivided share of the Base Rental Payments designated as interest components coming due on such dates. Such fractional undivided share designated as interest components is the result of the multiplication of the aforesaid portion of the Base Rental Payments designated as principal components coming due on the Certificate Payment Date by the interest rate per annum stated above. All such amounts are payable in lawful money of the United States of America. This Certificate has been executed by the Trustee pursuant to the terms of a Trust Agreement (the "Trust Agreement" ) by and among the Trustee, the Corporation and the County, dated as of May 1, 1984. Copies of the Trust 000349- 24 3034924 040034-0009-028-3832s 03/28/84 Agreement are on file at the principal corporate trust office of the Trustee in San Francisco, California, and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms securing the Certificates, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and terms, for the rights and remedies of the registered owners of the Certificates with respect thereto and for the other agreements, conditions, covenants and terms upon which the Certificates are executed and delivered thereunder. To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended or supplemented by the parties thereto, but no such amendment or supplement shall ( 1) extend the fixed payment date of this Certificate or reduce the rate of interest represented hereby or extend the time of payment of such interest or reduce the amount of principal represented hereby without the prior written consent of the registered owner hereof, or (2) reduce the percentage of owners of Certificates whose consent is required for the execution of any amendment of or supplement to the Trust Agreement, or (3 ) modify any rights or obligations of the Trustee without its prior written consent thereto, or (4) amend Section 9.01 of the Trust Agreement without the prior 00030 25 040034-0009-028-3832s 03/28/84 written consent of the owners of all Certificates then outstanding. This Certificate is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the principal corporate trust office of the Trustee in San Francisco, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement, and upon surrender of this Certificate for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. Upon such transfer, a new Certificate or Certificates of the same Certificate Payment Date representing the same principal amount will be issued to the transferee in exchange herefor. The Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, whether or not this Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by this Certificate shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability represented by this Certificate to the extent of the sum or sums so paid. The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in denominations of five thousand dollars ($5, 000) each or any-,O U 3051 26 040034-0009-028-3832s 03/28/84 integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The Certificates are subject to prepayment on any date prior to their respective Certificate Payment Dates, as a whole, or in part by lot within each Certificate Payment Date so that the aggregate semiannual amounts of principal represented by the Certificates which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal represented by the Certificates unpaid just prior to said prepayment date, from prepaid Base Rental Payments made by the County from funds received by the County due to a casualty loss or governmental taking of the Demised Premises and Capital Project III (as those terms are defined in the Trust Agreement) or portions thereof by eminent domain proceedings, under the circumstances and upon the conditions and terms prescribed in the Trust Agreement and in the Facility Lease, at a prepayment amount equal to the sum of the principal component represented thereby plus accrued interest represented thereby to the date fixed for prepayment. The Certificates payable on or before August 1, 1994 shall not otherwise be subject to prepayment before their respective stated Certificate Payment Dates. Certificates payable on or after February 1, 1995 shall also be subject to prepayment prior to their respective stated 000354 27 040034-0009-028-3832s 03/28/84 Certificate Payment Dates, at the option of the County, as a whole, or in part in amounts payable on each Certificate Payment Date as nearly proportional as practicable to the principal amount payable at such Certificate Payment Date and by lot within any such Certificate Payment Date if less than all of the Certificates payable on such Certificate Payment Date be prepaid, from any source of available funds, on any Certificate Payment Date on or after August 1, 1994, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium of one-fourth of one per cent (1/4 of 1%) of such principal amount for each whole year or fraction thereof remaining between the date fixed for prepayment and their respective stated Certificate Payment Dates. As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than fifteen (15) nor more than thirty (30) days before the prepayment date, to the registered owner of this Certificate at its address as it appears on the registration books maintained by the Trustee. If this Certificate is called for prepayment and payment is duly provided herefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. The Certificates each evidence and represent a fractional undivided interest in the Base Rental Payments in OJQ35)3 28 040034-0009-028-3832s 03/28/84 an amount equal to the aggregate principal amount of Certificates originally executed and delivered by the Trustee pursuant to the Trust Agreement and enjoy the benefits of a security interest in the moneys held in the funds established pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein. The obligation of the County to make the Base Rental Payments is a special obligation of the County, and does not constitute a debt of the County or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. The Trustee has no obligation or liability to the Certificate owners for the payment of the interest or principal represented by the Certificates, but rather the Trustee' s sole obligations are to administer, for the benefit of the County and the Corporation and the Certificate owners, the various funds established under the Trust Agreement. The Corporation has no obligation or liability whatsoever to the Certificate owners. THIS IS TO FURTHER CERTIFY that all acts, conditions and things required by the statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this 000135 29 040034-0009-028-3832s 03/28/84 Certificate do exist, have happened and have been performed in regular and due time, form and manner as required.by law, and that the Trustee is duly authorized to execute and deliver this Certificate, and that the amount of this Certificate, together with all other Certificates executed and delivered under the Trust Agreement, is not in excess of the amount of Certificates authorized to be executed and delivered thereunder. IN WITNESS WHEREOF, this Certificate has been ' executed by the manual signature of an authorized officer of the Trustee on BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee By Authorized Officer [FORM OF ASSIGNMENT] For value received, the undersigned do(es) hereby sell, assign and transfer unto the within Certificate and do(es) hereby irrevocably constitute and appoint attorney to transfer such C� 00 30 040034-0009-028-3832s 03/28/84 Certificate on the Certificate register of the Trustee, with full power of substitution in the premises. Dated: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. SECTION 2 . 05. Execution of Certificates. The Certificates shall be executed by the Trustee by the manual signature of an authorized officer of the Trustee. SECTION 2 . 06. Transfer and Payment of Certificates. All Certificates are transferable by the Owner thereof, in person or by his attorney duly authorized in writing, at the principal corporate trust office of the Trustee in San Francisco, California on the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07, upon surrender of such Certificates for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Trustee. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and 0 00 v ob 31 040034-0009-028-3832s 03/28/84 payment of the interest and principal represented by such Certificate shall be made only to such Owner, which payments shall , be valid and effectual to satisfy and discharge the liability represented by such Certificate to the extent of the sum or sums so paid. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same payment date representing the same principal amount. The Trustee shall require the payment by any Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer. The Trustee shall not be required to make any transfer of Certificates during the fifteen ( 15) days next preceding each Payment Date. SECTION 2 . 07 . Certificate Registration Books. The Trustee will keep at its principal corporate trust office in San Francisco, California sufficient books for the registration and transfer of the Certificates, which books shall be available for inspection by the Corporation, the County or any Owner or his agent duly authorized in writing at reasonable hours and under reasonable conditions; and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Certificates on such books as hereinabove provided. 10 3 32 040034-0009-028-3832s 03/28/84 SECTION 2 .08. Temporary Certificates. The Certificates may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery, which temporary Certificates shall be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Trustee, shall be in fully registered form and shall contain such reference to any of the provisions hereof as may be appropriate. Every temporary Certificate shall be executed and delivered by the Trustee upon the same conditions and terms and in substantially the same manner as definitive Certificates. If the Trustee executes and delivers temporary Certificates, it will prepare and execute definitive Certificates without delay, and thereupon the temporary Certificates may be surrendered at the principal corporate trust office of the Trustee in San Francisco, California in exchange for such definitive Certificates, and. until so exchanged such temporary Certificates shall be entitled to the same benefits hereunder as definitive Certificates executed and delivered hereunder. SECTION 2 . 09. Certificates Mutilated, Lost, Destroyed or Stolen. If any Certificate shall become mutilated, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor, payment date and number in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated / 33 040034-0009-028-3832s 03/28/84 Certificate so surrendered to the Trustee shall be cancelled by it. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor and payment date, numbered as the Trustee shall determine, in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Certificate executed and delivered by it under this Section and of the expenses which may be incurred by it under this Section. Any Certificate executed and delivered under the provisions of this Section in lieu of any Certificate alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits hereof with all other Certificates secured hereby, and the Trustee shall not be required to treat both the original Certificate and any replacement Certificate as being Outstanding for the purpose of determining the amount of Certificates which may be executed and delivered hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of executing and 000353 34 040034-0009-028-3832s 03/28/84 delivering a new Certificate for a Certificate which has been lost, destroyed or stolen and which has matured, the Trustee may make payment of such Certificate to the Owner thereof. ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01. Delivery of Certificates. The Trustee is hereby authorized to execute and deliver the Certificates to the Purchaser pursuant to the Certificates of Participation Purchase Contract upon receipt of a Written Request of the Corporation and upon receipt of the proceeds of sale thereof. SECTION 3 . 02 . Deposit of Proceeds of Certificates. (a) The proceeds received from the sale of the Certificates (except for the amount of accrued interest received by the Trustee upon the sale and delivery of the Certificates, which shall be transferred to the County for deposit by it in the Lease Fund created under the Facility Lease) shall be deposited by the Trustee in the following respective funds, as directed by a Written Request of the Corporation: ( 1) The Trustee shall deposit in the Certificate Reserve Fund to be established pursuant to Section 4 of the Facility Lease, a sum equal to the Certificate 000300 35 040034-0009-028-3832s 03/28/84 Reserve Fund Requirement, as such term is defined in the Facility Lease. (2 ) The Trustee shall deposit in the Insurance Reserve Fund to be established pursuant to Section 4 of the Facility Lease a sum equal to the Insurance Reserve Fund Requirement, as such term is defined in the Facility Lease. (3 ) The Trustee shall deposit in the Trust Administration Fund to be established pursuant to Section 5 . 03 a sum equal to ten thousand dollars ($10, 000) . (4) The Trustee shall set aside the remainder of said proceeds in a separate fund to be known as the "Acquisition Fund, " which the Trustee shall establish and maintain. SECTION 3 ..03 . Use of Moneys in the Acquisition Fund. ' All moneys in the Acquisition Fund shall be held by the Trustee in trust and applied by the Trustee to the payment of the costs of acquisition by the Corporation of all right, title and interest of the Retirement Board in the Site Lease and in the Facility Lease and in the Demised Premises and in Capital Project III located thereon, pursuant to the Capital Project III Purchase Agreement, and of expenses incidental thereto, including surveys, appraisals, insurance premiums (including title insurance and municipal bond insurance) , the initial fees and expenses of the Trustee, 36 00036-L 040034-0009-028-3832s 03/28/84A expenses in connection with the preparation, issuance and delivery of the Certificates, legal fees and expenses of counsel, and similar expenses (or for making reimbursements to the Corporation or the Retirement. Board or the County or any other person, firm or corporation for such costs theretofore paid by him or it) . Before any payment is made from the Acquisition Fund by the Trustee, the Corporation shall file with the Trustee a Written Request of the Corporation showing with respect to each payment to be made -- (a) the item number of the payment; (b) the name and address of the person to whom payment is due; (c) the amount to be paid; and (d) the purpose for which the obligation to be paid was incurred. Each such Written Request of the Corporation shall state and shall be sufficient evidence to the Trustee -- (a) that obligations in the stated amounts have been incurred and that each such obligation is a proper charge against the Acquisition Fund; and (b) that there has not been filed with or served upon the Corporation or the County notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Request of 000302 37 040034-0009-028-3832s 03/28/84 the Corporation which has not been released or will not be released with the payment of such obligation. Upon receipt of each such Written Request of the Corporation, the Trustee shall pay the amounts set forth therein as directed by the terms thereof, except that the Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid which has not been released or will not be released simultaneously with such payment. When the costs and expenses incurred in connection with the acquisition by the Corporation of all interest of the Retirement Board in the Site Lease and the Facility Lease and the Demised Premises and Capital Project III located thereon shall have been paid, the Corporation shall deliver a Certificate of the Corporation to the Trustee stating the fact of such acquisition and stating that all of such costs of acquisition and incidental expenses have been determined and paid (or that all of such costs and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Acquisition Fund is to be maintained in the full amount of such claims until such dispute is resolved) . Upon the receipt of such certificate, the Trustee shall transfer any remaining balance in the Acquisition Fund and not needed for Acquisition Fund purposes (but less the amount of any such retention) to the County. 000303 38 040034-0009-028-3832s 03/28/84 ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4.01 . Terms of Prepayment. (a) The Certificates are subject to prepayment on any date prior to their respective Payment Dates, upon notice as hereinafter provided, as a whole, or in part by lot within each payment date so that the aggregate semiannual amounts of principal represented by the Certificates which shall be payable after such prepayment date shall be as nearly proportional as practicable to the aggregate semiannual amounts of principal represented by the Certificates unpaid just prior to said prepayment date, from prepaid Base Rental Payments made by the County from funds received by the County due to a casualty loss or governmental taking of the Demised Premises and Capital Project III or portions thereof by eminent domain proceedings, if such amounts are not used to repair or replace the Demised Premises and/or Capital Project III in accordance with the provisions of the Facility Lease, under the circumstances and upon the conditions and terms prescribed herein and in the Facility Lease, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment. (b) The Certificates payable on or before August 1, 1994 shall not otherwise be subject to prepayment before their respective stated Payment Dates. Certificates 000304 39 040034-0009-028-3832s 03/28/84 payable on or after February 1, 1995 shall also be subject to prepayment prior to their respective stated Payment Dates, at the option of the County, as a whole, or in part in amounts payable on each Payment Date as nearly proportional as practicable to the principal amount payable at such Payment Date and by lot within any such Payment Date if less than all of the Certificates payable on such Payment Date are to be prepaid, from any source of available funds, on any Payment Date on or after August 1, 1994, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium of one-fourth of one per cent ( 1/4 of 1%) of such principal amount for each whole year or fraction thereof remaining between the date fixed for prepayment and their respective stated Payment Dates. SECTION 4.02 . Selection of Certificates for Prepayment. Whenever less than all the Outstanding Certificates payable on any one Payment Date are to be prepaid on any one date, the Trustee shall select the Certificates of such Payment Date to be prepaid from the Outstanding Certificates payable on such Payment Date by lot in any manner that the Trustee deems fair, and the Trustee shall promptly notify the Corporation and the County in writing of the numbers of the Certificates so selected for prepayment on such date. For purposes of such selection, 000360 40 040034-0009-028-3832s 03/28/84 Certificates shall be deemed to be composed of $5, 000 portions, and any such portion may be separately prepaid. SECTION 4.03 . Notice of Prepayment. Notice of prepayment shall be mailed, first class postage prepaid, to the Purchaser and to the respective Owners of any Certificates designated for prepayment at their addresses appearing on the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07 not less than fifteen ( 15) nor more than thirty (30) days prior to the prepayment date, which notice shall, in addition to setting forth the above information, in the case of each Certificate called for prepayment in part only state the amount of the principal amount represented thereby which is to be prepaid. Each notice of prepayment shall state the prepayment date, the prepayment place and the prepayment price, shall designate the serial numbers of the Certificates to be prepaid by giving the individual number of each Certificate or by stating that all Certificates between two stated numbers, both inclusive, have been called for prepayment, and shall require that such Certificates be then surrendered for prepayment; and shall also state that the interest represented by the Certificates designated for prepayment shall cease to accrue from and after such prepayment date and that on such prepayment date there will become due and payable on each of the Certificates designated for prepayment the prepayment price represented thereby. 000366 00366 41 040034-0009-028-3832s 03/28/84 In case of the prepayment as permitted herein of all the Certificates then Outstanding, or of all the Certificates of any one Payment Date then Outstanding, notice of prepayment shall be given by mailing as hereinabove provided, except that the notice of prepayment need not specify the serial numbers of the Certificates to be prepaid. The Trustee shall give notice of prepayment of any Certificates to be prepaid upon receipt of a Written Request of the County (which request shall be given to the Trustee at least sixty (60) days prior to the date fixed for prepayment) , but only after the County shall have made a prepaid Base Rental Payment to the Trustee and the Trustee shall have deposited in the Prepayment Fund established pursuant to Section 5.02(c) such prepaid Base Rental Payment in an amount sufficient for the payment of the prepayment price represented by all Certificates to be prepaid (or the Trustee determines that a prepaid Base Rental Payment will be made available to it in an amount sufficient and in time sufficient for such purpose) , together with the estimated expense of giving such notice. SECTION 4.04. Partial Prepayment of Certificates. Upon surrender of any Certificate prepaid in part only, the Trustee shall execute and deliver to the Owner thereof a new Certificate or Certificates representing the unprepaid principal amount of the Certificate surrendered. 03036?1 42 040034-0009-028-3832s 03/28/84 SECTION 4. 05 . Effect of Prepayment. If notice of prepayment has been duly given as aforesaid and moneys for the payment of the prepayment price on the Certificates to be prepaid are held by the Trustee, then on the prepayment date designated in such notice the Certificates so called for prepayment shall become payable at the prepayment price specified in such notice; and from and after the date so designated interest represented by the Certificates so called for prepayment shall cease to accrue, such Certificates shall cease to be entitled to any benefit or security hereunder and the Owners of such Certificates shall have no rights in respect thereof except to receive payment of the prepayment price represented thereby. The Trustee shall, upon surrender for payment of any of the Certificates to be prepaid, pay such Certificates at the prepayment price thereof. All Certificates prepaid pursuant to the provisions of this Article shall be cancelled by the Trustee and shall not be redelivered. ARTICLE V RENTAL PAYMENTS SECTION 5.01 . Pledge of Base Rental Payments; Base Rental Payment Fund. The Base Rental Payments are hereby irrevocably pledged to and shall be used for the punctual payment of the interest and principal represented by the Certificates, and the Base Rental Payments shall not be used 6©036 43 040034-0009-028-3832s 03/28/84 for any other purpose while any of the Certificates remain Outstanding. This pledge shall constitute a first and exclusive lien on the Base Rental Payments in accordance with the terms hereof. All Base Rental Payments shall be paid directly by the County to the Trustee, and if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one business day after the receipt thereof. All Base Rental Payments shall be held in trust by the Trustee in the Base Rental Payment Fund, which fund the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding, for the benefit of the County until deposited in the funds provided in Section 5.02, whereupon they shall be held in trust by the Trustee in such funds for the benefit of the Owners from time to time. SECTION 5 . 02 . Deposit of Base Rental Payments. The Trustee shall deposit the Base Rental Payments contained in the Base Rental Payment Fund at the times and in the manner hereinafter provided in the following respective funds, each of which the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding, and the moneys in each of such funds shall be disbursed only for the purposes and uses hereinafter authorized. (a) Interest Fund. The Trustee, on February 1 and August 1 of each year (commencing on February 1, 1985) , shall deposit in the Interest Fund that amount of moneys 000363 44 040034-0009-028-3832s 03/28/84 representing the portion of the Base Rental Payments designated as interest components coming due on each such February 1 and August 1 date, respectively. Moneys in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest represented by the Certificates when due and payable. (b) Principal Fund. The Trustee, on February 1 and August 1 of each year (commencing on August 1, 1985) , shall deposit in the Principal Fund that amount of moneys representing the portion of the Base Rental Payments designated as the principal component coming due on such February 1 or August 1 date, respectively. Moneys in the Principal Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal represented by the Certificates when due and payable. (c) Prepayment Fund. The Trustee, on the prepayment date specified in the Written Request of the County filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Facility Lease, shall deposit in the Prepayment Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Moneys in the Prepayment Fund shall be used and withdrawn by the Trustee solely 0003'70 45 040034-0009-028-3832s 03/28/84 for the purpose of paying the interest and principal represented by the Certificates to be prepaid. SECTION 5.03. Trust Administration Fund. The Trustee shall deposit in the Trust Administration Fund (the initial payment into which is provided for in Section 3 . 02 and which fund the Trustee hereby agrees to establish and maintain so long as any Certificates are Outstanding) all amounts received from the County to be applied as Additional Rental Payments under the Facility Lease, to be held by the Trustee for the benefit of the County until disbursed. The moneys in the Trust Administration Fund shall be disbursed by the Trustee upon the Written Request of the Corporation for the payment of administrative costs of the Corporation, including salaries, wages, all expenses, compensation and indemnification of the Trustee payable by the Corporation under this Trust Agreement, fees of the auditors, accountants, attorneys or engineers, insurance premiums and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its corporate existence or to comply with the terms of the Certificates or of this Trust Agreement. The Trustee shall, from time to time and as often as necessary to replenish and maintain a balance of ten thousand dollars ($10, 000) in said Fund, give notice to the County of such Additional Rental required to be paid pursuant to the Facility Lease. 0003'71 46 040034-0009-028-3832s 03/28/84 ARTICLE VI COVENANTS SECTION 6.01. Compliance with Trust Agreement. The Trustee will not execute or deliver any Certificates in any manner other than in accordance with the provisions hereof, and the Corporation and the County will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them. SECTION 6.02 . Compliance with or Amendment of Facility Lease. The Corporation and the County will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Facility Lease required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Facility Lease against the other party thereto in accordance with its terms. The Corporation and the County will not alter, amend or modify the Facility Lease without the prior written consent of the Trustee, which consent shall be given only (i ) if, in the opinion of the Trustee (which opinion may, in the discretion of the Trustee, be based upon an Opinion of Counsel or a Certificate of the County) , such alterations, amendments or modifications will not result in any material impairment of the security given or intended to be given for 000372 47 040034-0009-028-3832s 03/28/84 the payment of the Base Rental Payments, or (ii) if the Trustee first obtains the written consents of the Owners of at least a majority in aggregate principal amount of the Certificates then Outstanding to such alterations, amendments or modifications; provided, however, that no such alteration, amendment or modification shall extend the fixed payment date of any Certificate or reduce the rate of interest represented thereby or extend the time of payment of such interest or reduce the amount of principal represented thereby without (a) the prior written approval of the insurer, if any, insuring payment of the amounts of principal and interest represented by the Certificates, and (b) the prior written consent of the Owner of any Certificate so affected, nor shall any such alteration, amendment or modification reduce the percentage of Owners whose consent is required for the execution of any alteration, amendment or supplement. SECTION 6. 03 . Observance of Laws and Regulations. The Corporation and the County and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist 000373 48 040034-0009-028-3832s 03/28/84 and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired. SECTION 6. 04. Other Liens. The County will keep the Demised Premises and Capital Project III and all parts thereof free from judgments and materialmen' s and mechanics' liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which, in the judgment of the Trustee. (and its determination thereof shall be final) , might embarrass or hamper the County in conducting its business or utilizing the Demised Premises and Capital Project III, and the Trustee at its option (after first giving the County ten days ' written notice to comply therewith and failure of the County to so comply within such ten-day period) may defend against any and all actions or proceedings in which the validity hereof is or might be questioned, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the County from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder 00.0374 49 040034-0009-028-3832s 03/28/84 to defend the validity hereof and to perform such agreements and covenants. So long as any Certificates are Outstanding, neither. the Corporation nor the County will create or suffer to be created any pledge of or lien on the Base Rental Payments other than the pledge and lien hereof. SECTION 6. 05. Prosecution and Defense of Suits. The County will promptly, upon request of the Trustee or any Owner, take such action from time to time as may be necessary or proper to .remedy or cure any cloud upon or defect in the title to the Demised Premises or Capital Project III or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee and every Owner harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County will defend against every action, suit or other proceeding at any time brought against the Trustee or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental Payments or involving the rights of the Trustee or any Owner hereunder; provided, however, that the Trustee or any Owner at its or his election may appear in and defend any such action, suit or other proceeding. The County will indemnify and hold 000375- 50 040034-0009-028-3832s 03/28/84 harmless the Trustee and the Owners against any and all liability claimed or asserted by any person arising out of any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners against any attorneys' fees or other expenses which any of them may incur in connection with any litigation or otherwise in connection with the foregoing to which any of them may become a party in order to enforce their rights hereunder or under the Certificates, provided that such litigation shall be concluded favorably to such Owners' contentions therein. SECTION 6. 06. Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Rental Payments, and such accounting records shall be available for inspection by the Corporation, the County or any Owner or his agent duly authorized in writing at reasonable hours and under reasonable conditions. Not later than December 31 in each year, commencing on December 31, 1984 and continuing so long as any Certificates are Outstanding, the Corporation will furnish to the Trustee, the County and any Owner who may so request a complete statement covering the receipts, deposits and disbursements of the Rental Payments for the twelve-month period ending on the preceding June 30, accompanied by an audit report and related opinion of an independent firm of certified public 0003706 51 040034-0009-028-3832s 03/28/84 accountants to be employed by the Corporation, or, if so requested in writing by the Owners of at least sixty percent (60%) in aggregate principal amount of the Certificates then Outstanding, accompanied by an audit report and related opinion of an independent firm of certified public accountants of their selection. SECTION 6.07 . Recordation and Filing. The Corporation will file, record, register, renew, refile and rerecord all such documents, including financing statements (or continuation statements in connection therewith) , as may be required by law in order to maintain the Facility Lease and the Assignment Agreement and this Trust Agreement at all times as a security interest in the Base Rental Payments, all in such manner, at such times and in such places as may be required and to the extent permitted by law in order to fully perfect, preserve and protect the security of the Owners and the rights and security interests of the Trustee, and the Corporation will do whatever else may be necessary or be reasonably required in order to perfect and continue the lien of the Facility Lease, the Assignment Agreement and this Trust Agreement. SECTION 6. 08. Further Assurances. Whenever and so often as requested to do so by the Trustee or any Owner, the Corporation and the County will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do 00037' 52 040034-0009-028-3832s 03/28/84 or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon them hereby or by the Assignment Agreement or the Facility Lease. ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7.01 . Action on Default. If an Event of Default (as that term is defined in Section 11 of the Facility Lease) shall happen, then such Event of Default shall constitute a default hereunder, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount represented by the Certificates at the time Outstanding shall be entitled, upon notice in writing to the County and the Corporation, to exercise the remedies provided to the Corporation in the Facility Lease and to the Trustee in the Assignment Agreement; provided, however, that the Trustee shall not terminate, nor consent to the termination, of the Facility Lease, without the prior written consent of the insurer, if any, insuring payment of the amounts of principal and interest represented by the Certificates. 000370 53 040034-0009-028-3832s 03/28/84 SECTION 7. 02 . Other Remedies of the Trustee. The Trustee shall have the right -- (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Corporation or the County or any member of the Board of Supervisors, officer or employee thereof, and to compel the Corporation or the County or any such member of the Board of Supervisors, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or (c) by suit in equity upon the happening of any default hereunder to require the Corporation and the County and the members of its Board of Supervisors, officers and employees to account as the trustee of an express trust. SECTION 7.03 . Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such 000373 54 040034-0009-028-3832s 03/28/84 right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee, the Trustee and the Corporation and the County shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 7 . 04. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. SECTION 7. 05 . No Liability by the Corporation to the Owners. Except as expressly provided herein, the Corporation shall not have any obligation or liability to the Owners with respect to the payment when due of the Rental Payments by the County, or with respect to the performance by the County of the other agreements and covenants required to 000380 55 040034-0009-028-3832s 03/28/84 be performed by it contained in the Facility Lease or herein, or With respect to the performance by the Trustee of any be performed by it contained in the Facility Lease or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein. SECTION 7. 06. No Liability by the County to the Owners. Except for the payment when due of the Rental Payments and the performance of the other agreements and covenants required to be performed by it contained in the Facility Lease or herein, the County shall not have any obligation or liability to the Owners with respect to the Trust Agreement or the preparation, execution, delivery or transfer of the Certificates or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein. SECTION 7.07 . No Liability by the Trustee to the Owners. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the County, or with respect to the performance by the County of the other agreements and covenants required to be performed by it contained in the Facility Lease or herein. 000381 56 040034-0009-028-3832s 03/28/84 ARTICLE VIII THE TRUSTEE SECTION 8.01. Employment of the Trustee. The Corporation and the County hereby appoint and employ the Trustee to receive, deposit and disburse the Rental Payments, to prepare, execute, deliver and transfer the Certificates and to perform the other functions contained herein; all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering the Trust Agreement, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, as well as the obligations of the Trustee set forth in Section 4 of the Facility Lease, subject to the conditions and terms hereof. SECTION 8. 02 . Duties, Removal and Resignation of the Trustee. The Corporation and the County, or the Owners of a majority in aggregate principal amount represented by the Certificates at the time Outstanding, may by an instrument in writing remove the Trustee initially a party hereto and any successor thereto and may appoint a successor Trustee, but any such successor Trustee shall be a bank or trust company doing business in California, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000, 000) and subject to supervision or examination by federal or state authorities. If such bank or trust company publishes a report of condition 00038% 57 040034-0009-028-3832s 03/28/84 at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Corporation and the County and by giving notice by publication of such resignation to the Owners, which notice shall be published at least once in a Financial Newspaper. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Corporation does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. SECTION 8. 03 . Compensation and Indemnification of the Trustee. The Corporation shall from time to time, subject to any agreement then in effect with the Trustee, pay the Trustee compensation for its services and reimburse the Trustee for all its advances and expenditures hereunder, including but not limited to advances to and fees and 000383 58 040034-0009-028-3832s 03/28/84 expenses of accountants, agents, appraisers, consultants, counsel or other experts employed by it in the exercise and performance of its rights and obligations hereunder; provided, however, that the Trustee shall not have any lien for such compensation or reimbursement against any moneys held by it in any of the funds established hereunder or under the Facility Lease (except that such compensation or reimbursement may be made from the Trust Administration Fund established pursuant to Section 5 . 03 or from interest and income received from the investment of moneys on deposit in the Certificate Reserve Fund created under the Facility Lease so long as the moneys on deposit therein are equal to the Certificate Reserve Fund Requirement (as that term is defined in the Facility Lease) ) . The Trustee may take whatever legal actions are lawfully available to it directly against the Corporation or the County. The County shall indemnify and hold harmless the Trustee to the extent and in the amounts provided by the laws of the State of California from and against all claims, damages and losses, including legal fees and expenses, arising out of (i) the condition, management, maintenance or use of or from any work or thing done in connection with the Demised Premises and Capital Project III by the County, or (ii ) any act of negligence of the County or of any of its agents, contractors, employees, invitees, licensees, officers or servants in connection with the Demised Premises and 000384©Q384 59 040034-0009-028-3832s 03/28/84 Capital Project III, provided that no indemnification will be made for willful misconduct or gross negligence by the Trustee. SECTION 8.04. Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound 'to recognize any person as an Owner of any Certificate or to take any action at the request of any such person unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the Corporation or the County, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith. 000385 60 040034-0009-028-3832s 03/28/84 The Trustee shall not be responsible for the sufficiency of the Site Lease or of the Facility Lease, or of the assignment made to it by the Assignment Agreement of all rights to receive the Rental Payments under the Facility Lease, or of the title to or value of the Demised Premises and Capital Project III . Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the County or a Certificate of the Corporation, and such Certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may buy, sell, own, hold and deal in any of the Certificates and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Corporation or the County, and may act as agent, depositary or trustee for 000388 61 040034-0009-028-3832s 03/28/84 any committee or body of Owners or of owners of obligations of the Corporation or the County as freely as if it were not the Trustee hereunder. The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder by or through agents, attorneys or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the default or misconduct of any such agent, attorney or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, gross negligence or breach of an obligation hereunder. ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9.01 . Amendment or Supplement by Consent of Owners. The Trust Agreement and the rights and obligations of the Corporation and the County and the Owners and the Trustee hereunder may be amended or supplemented at any time by an amendment hereof or supplement hereto which 000387 62 040034-0009-028-3832s 03/28/84 shall- become binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 9 .02, are filed with the Trustee. No such amendment or supplement shall (1) extend the fixed Payment Date of any Certificate or reduce the rate of interest represented thereby or extend the time of payment of such interest or reduce the amount of principal represented thereby without the prior written consent of the Owner of the Certificate so affected, or (2) reduce the percentage of Owners whose consent is required for the execution of any amendment hereof or supplement hereto, or (3 ) modify any of the rights or obligations of the Trustee without its prior written consent thereto, or (4) amend this Section 9.01 without the prior written consent of the Owners of all Certificates then Outstanding. The Trust Agreement and the rights and obligations of the Corporation and the County and the Owners and the Trustee hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution without the written consents of any Owners, but only to the extent permitted by law and after receipt of an approving Opinion of Counsel and only for any one or more of the following purposes -- (a) to add to the agreements, conditions, covenants and terms required by the Corporation or the 000388 63 040034-0009-028-3832s 03/28/84 County to be observed or performed herein other agreements, conditions, covenants and terms thereafter to be observed or performed by the Corporation or the County, or to surrender any right or power reserved herein to or conferred herein on the Corporation or the County, and which in either case shall not adversely affect the interests of the Owners; or (b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Corporation or the County may deem desirable or necessary and not inconsistent herewith, and which shall not materially adversely affect the interests of the Owners. SECTION 9.02 . Disqualified Certificates. Certificates owned or held by or for the account of the County (but excluding Certificates held in any pension or retirement fund of the County) shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Certificates provided in this Article, and shall not be entitled to consent to or take any other action provided in this Article, and the Trustee may adopt appropriate regulations to require each Owner, before his consent provided for herein shall be deemed effective, to 000383 64 040034-0009-028-3832s 03/28/84 reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. SECTION 9.03 . Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Owner of any Outstanding Certificate and presentation of such Certificate for such purpose at the principal corporate trust office of the Trustee in San Francisco, California a suitable notation as to such action shall be made on such Certificate. If the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Owner of any Outstanding Certificates such new Certificates shall be exchanged at the principal corporate trust office of the Trustee in San Francisco, California without cost to each Owner for Certificates then Outstanding upon surrender of such Outstanding Certificates. SECTION 9. 04. Amendment by Mutual Consent. The provisions of this Article shall not prevent any Owner from accepting any amendment as to the particular Certificates owned by him, provided that due notation thereof is made on such Certificates. 0003Q 65 040034-0009-028-3832s 03/28/84 ARTICLE X DEFEASANCE SECTION 10.01. Discharge of Certificates and Trust Agreement. (a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest and principal represented thereby at the times and in the manner stipulated herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the Base Rental Payments as provided herein, and all agreements and covenants of the Corporation, the County and the Trustee to such Owners hereunder shall thereupon cease, terminate and become void and shall be discharged and satisfied. (b) Any Outstanding Certificates shall be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this Section if there shall be on deposit with the Trustee moneys or securities of the category specified in clause (1) of the definition of the term Permitted Investments contained in Section 1.01 in an amount sufficient (together with the increment, earnings and interest on such securities) to pay the interest and principal represented by such Certificates payable on their Payment Dates or on the date of prepayment prior thereto. (c) After the payment of all the interest and principal represented by all Outstanding Certificates as 000391 66 040034-0009-028-3832s 03/28/84 provided in this Section, the Trustee shall execute and deliver to the Corporation and the County all such instruments as may be necessary or desirable to evidence the discharge and satisfaction of the Trust Agreement, and the Trustee shall pay over or deliver to the County all moneys or securities held by it pursuant hereto which are not required for the payment of the interest and principal represented by such Certificates. SECTION 10.02. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of the interest or principal represented by any of the Certificates which remain unclaimed for six (6) years after the date when the payments represented by such Certificates have become payable, if such moneys were held by the Trustee at such date, or for six (6) years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest and principal represented by such Certificates have become payable, shall at the Written Request of the County be repaid by the Trustee to the County as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the County for the payment of the interest and principal represented by such Certificates; provided, however, that before being required to make any such payment to the County, the Trustee shall, at 000392 67 040034-0009-028-3832s 03/28/84 the expense of the County, cause to be published once a week for two (2) successive weeks in a Financial Newspaper a notice that such moneys remain unclaimed and that after a date named in such notice, which date shall not be less than thirty (30) days after the date of the first publication of such notice, the balance of such moneys then unclaimed will be returned to the County. ARTICLE XI MISCELLANEOUS SECTION 11 . 01. Benefits of Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Corporation, the County, the Trustee and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Corporation or the County shall be for the sole and exclusive benefit of the Trustee and the Owners. SECTION 11.02 . Successor Deemed Included in all References to Predecessor. Whenever either the Corporation, the County or the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Corporation, the County or the Trustee or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or 000303 68 040034-0009-028-3832s 03/28/84 performed by or on behalf of the Corporation, the County or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 11. 03 . Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient. The ownership of any Certificates and the amount, payment date, number and date of owning the same may be proved by the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07. 000394 69 040034-0009-028-3832s 03/28/84 Any declaration, request or other instrument in writing of the Owner of any Certificate shall bind all future Owners of such Certificate with respect to anything done or suffered to be done by the Corporation or the County or the Trustee in good faith and in accordance therewith. SECTION 11 .04. Waiver of Personal Liability. No member of the Board of Supervisors, officer or employee of the County shall be individually or personally liable for the payment of the interest or principal represented by the Certificates; but nothing contained herein shall relieve any member of the Board of Supervisors, officer or employee of the County from the performance of any official duty provided by any applicable provisions of law or by the Facility Lease or hereby. SECTION 11 .05. Acquisition of Certificates by County. All Certificates acquired by the County, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for cancellation. SECTION 11 .06. Content of Certificates. Every Certificate of the County or of the Corporation with respect to compliance with any agreement, condition, covenant or term contained herein shall include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or term and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation 000395 70 040034-0009-028-3832s 03/28/84 upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or term has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or term has been complied with. Any Certificate of the County or of the Corporation may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the County or the Corporation, upon a representation by an officer or officers of the County or the Corporation, as the case may be, unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous. SECTION 11 .07 . Publication for Successive Weeks. Any publication required to be made hereunder for two (2) 000303 71 040034-0009-028-3832s 03/28/84 successive weeks in a Financial Newspaper may be made in each instance upon any business day of the first week and need not be made on the same business day of any succeeding week or in the same Financial Newspaper for any subsequent publication, but may be made on different business days or in different Financial Newspapers, as the case may be. SECTION 11 .08. Funds. Any fund required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as' an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such funds shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Certificates and the rights of the Owners. The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Trust Agreement. SECTION 11 .09. Investments. Any moneys held by the Trustee in the Base Rental Payment Fund, in the Acquisition Fund or in the Trust Administration Fund may be invested (and, upon the Written Request of the County, shall 00039x1 72 040034-0009-028-3832s 03/28/84 be invested) by the Trustee in Permitted Investments which will, as nearly as practicable, mature on or before the dates when such moneys are anticipated to be needed for disbursement hereunder. All such moneys invested by the Trustee shall be invested so as to obtain the highest yield which the Trustee deems practicable, having due regard for the safety of such moneys, and the Trustee may act as principal or agent in the acquisition or disposition of any such investment. The Trustee shall not be liable or responsible for any loss suffered in connection with any such investment made by it under the terms of and in accordance with this Section. The Trustee may sell or present for redemption any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any payment of the funds so invested, and the Trustee shall not be liable or responsible for any losses resulting from any such investment sold or presented for redemption. Any interest or profits on such investments shall be paid to the County on February 1 and August 1 of each year. SECTION 11. 10. Article and Section Headings, Gender and References. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles, " 000333 73 040034-0009-028-3832s 03/28/84 V "Sections" and other subdivisions or clauses are to the corresponding Articles, Sections, subdivisions or clauses hereof; and the words "hereby, " "herein, " "hereof, " "hereto, " "herewith, " "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section, subdivision or clause thereof. SECTION 11 . 11. Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Corporation, the County or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Certificates, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Corporation, the County and the Trustee hereby declare that they would have executed this Trust Agreement, and each and every other Article, Section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Certificates pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any 000391 74 040034-0009-028-3832s 03/28/84 person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11. 12 . California Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 11. 13 . Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely: If to the County: Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Corporation: c/o Clerk of the Board of Supervisors County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Bank of America National Trust and Savings Association 201 Mission Street San Francisco, California 94105 Attention: Corporate Agency Division 9530 SECTION 11. 14. Effective Date. This Trust Agreement shall become effective upon its execution and delivery. SECTION 11. 15. Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each 000;'1 0 75 040034-0009-028-3832s 03/28/84 r r of which shall be deemed an original, and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed and attested this Trust Agreement by their officers thereunto duly authorized as of the day and year first written above. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By Trust Officer (SEAL) Attest: Assistant Secretary CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By President (SEAL) Attest: By Secretary 0004-01 76 040034-0009-028-3832s 03/28/84 COUNTY OF CONTRA COSTA By Chairman of the Board of Supervisors (SEAL) Attest: County Clerk and Ex-Officio Clerk of the Board of Supervisors Approved as to form: County Counsel By Deputy County Counsel Q0011c 77 040034-0009-028-3832s 03/28/84