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HomeMy WebLinkAboutMINUTES - 03081994 - 1.54 �. T.5 • 5 1 s TO: BOARD OF SUPERVISORS CONTRA COSTA FROM: KENNETH J. CORCORAN, AUDITOR-CONTROLLER COUNTY DATE: March 8, 1994 SUBJECT: Amendment to Resolution 94/119 -Refunding of County of Contra Costa Open Space and Park Bonds 1974 for Co. Service Area R-8 SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION Recommended Action: ADOPT resolution amending Resolution 94/119 to change the minimum savings to property owners and the range of average coupon rates on Contra Costa County Open Space and Park Refunded Bonds-1994 for County Service Area R-8 as per attached resolution. Financial Impact: There will be no financial impact on the County's general fund. Refunding Bonds, like original bonds, are general obligation bonds which allow for a property tax levy within County Service Area R-8 to meet debt service requirements. Entire benefit of refunding will continue to inure to property owners. Background: Amendment is necessary due to changes in the current bond market. CONTINUED ATTACHMENT:_YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR_RECOMMENDATION OF BOARD COMIZTTEE, APPROVE OTHER SIGNATURES(S): ACTION OF BOARD ON 9 y APPROVED AS RECOMMENDED OTHER_ VOTE OF SUPERVISORS UNANIMOUS(ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN.. Contact: Stephen Ybarra (646-2225) ATTESTED L p , / y �; cc: CAO PHIL BATCHELOR,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR BY DEPUTY RESOLUTION NO. 94/165 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA, AMENDING RESOLUTION NO. 94/119 WHEREAS, on March 1, 1994, this Board of Supervisors (the "Board") of the County of Contra Costa (the "County") adopted its Resolution No. 94/119 (the "Prior Resolution") providing for the issuance of County of Contra Costa County Service Area No. R-8 1994 Park and Open Space Refundir_^ Bonds (the "Refunding Bonds") ; and WHEREAS, due to changes in market conditions, this Board now desires to amend Sections 3, 4 and 5 of the Prior Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA, AS FOLLOWS: Section 1. Section 3 of the Prior Resolution is hereby amended and restated in its entirety, as follows: Section 3 . Authorization, Execution and Delivery of Paying Agent Agreement. The Paying Agent Agreement is hereby approved. The Chairman of this Board of Supervisors is hereby authorized and directed to execute and deliver, and the Clerk of this Board of Supervisors is hereby authorized and directed to attest, the Paying Agent Agreement in substantially the form presented to this meeting with such changes, modifications or additions which the Chairman approves, upon consultation with the County's bond counsel ("Bond Counsel" ) , deems in the interest of the County, such approval to be conclusively evidenced by such execution and delivery; provided, that the Paying Agent Agreement shall not provide for an aggregate principal amount of Refunding Bonds in excess of $4, 600, 000, a term of the Refunding Bonds later than December 15, 2004, or an interest rate on any Refunding Bond in excess of 5.65%. Section 2 . Section 4 of the Prior Resolution is hereby amended and restated in its entirety, as follows: Section 4. Authorization, Execution and Delivery of Bond Purchase Agreement. The Bond Purchase Agreement is hereby approved. The Chairman is hereby authorized and directed to execute and deliver the Bond Purchase Agreement in substantially the form presented to this meeting with such changes, modifications or additions which the Chairman SF2-27879.1 RESOLUTION N0. 94/165 } e approves in the interest of the County, upon consultation with Bond Counsel, such approval to be conclusively evidenced by such execution and delivery; provided, that the Bond Purchase Agreement shall not provide for an aggregate principal amount of Refunding Bonds in excess of $4, 600, 000, a term of Refunding Bonds later than December 15, 2004, an average interest rate on the Refunding Bonds in excess of 5 .25%; an original issue discount on the Refunding Bonds in excess of 1.0t, or an underwriter's discount on the Refunding Bonds in excess of 1.5t. Section 3 . Section 5 of the Prior Resolution is hereby amended and restated in its entirety, as follows: Section 5 . Minimum Required Savings. Notwithstanding any, other provision hereof, the Refunding Bonds shall not be sold or issued unless the Auditor- Controller determines, based upon information provided by the Underwriter and reviewed by the office of the Auditor- Controller in consultation with the office of the Treasurer- Tax Collector, that the net present value savings (after payment of all costs of issuance and discounted at the average rate of interest on the Refunding Bonds) to be realized from the refuiiding is at least equal to seven and one-half percent (7.5t) of the outstanding principal amount of the Prior Bonds as of the date of sale. The determination of the Auditor-Controller pursuant to this Section 5 shall be final and conclusive. Section 4. Except as expressly amended by this Resolution, the Prior Resolution shall remain in full force and effect as originally adopted. Section 5 . The Clerk of this Board of Supervisors is hereby directed to provide a certified copy of this Resolution to the Treasurer/Tax-Collector and the Auditor-Controller of the County immediately following its adoption. sF2-27879.1 2 RESOLUTION NO. 94/165 Section 6 . This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED this 8th day of March, 1994, by the following vote: AYES: Supervisors Smith, Bishop, Torlakson and Powers NOES: None ABSENT: Supervisor McPeak ABSTENTIONS: None Chairman of the Board of Supervisors of the County of Contra Costa ATTEST: Phil Batchelor, Clerk of the Board of Supervisors of the County of Contra Costa By: Deputy Cl k SF2-27879.1 3 RESOLUTION N0. 94/165 CLERK'S CERTIFICATE I, Deputy Clerk of the Board of Supervisors (the "Board") of the County of Contra Costa, do hereby certify that the foregoing is a full, true and correct copy of a resolution and order duly adopted at a regular meeting of the Board duly and regularly and legally held at the regular meeting place thereof on the 8th day of March, 1994, of which meeting all the members of the Board had due notice and at which a majority thereof was present; that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Smith, Bishop, Torlakson and Powers NOES: None ABSENT: Supervisor McPeak ABSTENTIONS: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street Martinez, California, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda. 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 and that said resolution is duly entered of record and is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes. Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. WITNESS my hand this 8th day of March 199'4. De ut Clerk of e rd of Supervisors of the C unty of Contra Costa SF2-27879.1 3-S-9y EXECUTION COPY COUNTY OF CONTRA COSTA COUNTY SERVICE AREA NO. R-8 1994 PARK AND OPEN SPACE REFUNDING BONDS BOND PURCHASE AGREEMENT March.9, 1994 County of Contra Costa on behalf of r r County Service Area No. R-8 rn Martinez, California r D3 Ladies and Gentlemen: iv Sutro & Co. , Inc. (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the County of Contra Costa, acting on behalf of County Service Area No. R-8 (the "Issuer") for the purchase by the Underwriter of the County of Contra Costa County Service Area No. R-8 1994 Park and Open Space Refunding Bonds specified below (the "Refunding Bonds") . This offer is made subject to acceptance thereof by the Issuer prior to 5:00 P.M. , California time, on the date hereof, and upon such acceptance, as evidenced by the execution hereof by the authorized officers of the Issuer in the space provided below, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Underwriter. 1. Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of the representations herein set forth, the Underwriter agrees to purchase from the Issuer, and the Issuer agrees to sell to the Underwriter, all (but not less than all.) of the Refunding Bonds in the aggregate principal amount of $4,485,000 at the aggregate purchase price of $4,394,826.60 (representing the par amount of the Bonds less an underwriting discount. of $67,275.00, less an original issue discount of $22,898.40) . The Refunding Bonds will be issued pursuant to, and secured as provided in, Resolution No. 94/119 of the Issuer adopted on March 1, 1994, as amended on March 8, 1994 (the "Resolution") , and a Paying Agent Agreement, dated as of March 1, 1994 (the "Paying Agent Agreement") by and between the County and Bank of America National Trust and Savings Association, as fiscal agent (the "Paying Agent") . A portion of the proceeds of the Refunding Bonds will be used to refund the Issuer's County Service Area No. R-8 1974 Park and Open Space Bonds (the "Prior Bonds") currently SF2-26709.2 outstanding in the aggregate principal amount of $4,245,000. The Refunding Bonds shall mature and shall be subject to redemption on the dates and in the amounts and shall bear or accrue interest at the rates as set forth in the Paying Agent Agreement and the Official Statement (as hereinafter defined) and in Exhibit A attached hereto. The Underwriter agrees to make a bona fide public offering of the Refunding Bonds at the initial offering prices set forth in the Official Statement; however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Refunding Bonds. Terms defined in the Official Statement are used herein as so defined. 2. Official Statement. The Issuer hereby ratifies, approves and confirms the distribution of the Preliminary Official Statement of the Issuer with respect to the Refunding Bonds, dated March 2, 1994 (together with the Appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the "Preliminary Official Statement") , in connection with the public .offering and sale of the Refunding Bonds by the Underwriter. The Issuer shall deliver, or cause to be delivered, to the Underwriter within seven business days from the date hereof, five executed copies of the final Official Statement prepared in connection with the Refunding Bonds (together with the Appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto on or prior to the Closing, the "Official Statement") to be dated as of the date hereof and to be in such form as shall be approved by the Issuer and the Underwriter and such additional conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to comply with applicable Municipal Securities Rulemaking Board rules, with Rule 15c2-12, adopted by the Securities Exchange Commission on June 28, 1989 (the "Rule") and to meet potential customers' requests for copies of the Official Statement. By acceptance of this Purchase Agreement, the Issuer hereby authorizes the use of copies of the Official Statement in connection with the public offering and sale of the Refunding Bonds. 3. Delivery of Refunding Bonds. At 9:00 a.m. , California time, on April 6, 1994, or at such earlier or later time or date, as shall be agreed upon by the Issuer and the Underwriter (such time and date herein referred to as the "Closing Date") , the Paying Agent shall authenticate and deliver to the Depository Trust Company ("DTC") , in New York, New York, on behalf of the Issuer, the Refunding Bonds in the form of a single fully registered Bond for each maturity of the Refunding Bonds, registered in the name of Cede & Co. , as nominee for DTC, and to the Underwriter at the offices of Orrick, Herrington & Sutcliffe ("Bond Counsel") in San Francisco, SF2-26709.2 2 California, or at such other location as the Underwriter and the County shall agree, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Refunding Bonds as set forth in Section 1 hereof by same day funds (such delivery and payment being herein referred to as the "Closing") . The Refunding Bonds shall be made available to the Underwriter and/or DTC not later than the second Business Day (as defined in the Paying Agent Agreement) before the Closing Date for purposes of inspection and packaging. 4. Representations of the Issuer. The Issuer represents that: (a) The Issuer is a political subdivision of the State of California (the "State") , duly organized and existing, and authorized to transact business and exercise powers under and pursuant to the provisions of the laws and Constitution of the State and has, and at the date of the Closing will have, full legal right, power and authority (A) to carry out its obligations under the Resolution, the Paying Agent Agreement and this Purchase Agreement, (B) to adopt the Resolution and to execute and delivery the Paying Agent Agreement, (C) to issue, sell and deliver the Refunding Bonds to the Underwriter as provided herein, and (D) to carry out and to consummate the transactions contemplated by the Resolution, the Paying Agent Agreement, this Purchase Agreement, and the Official Statement; - (b) The Preliminary Official Statement, as of its date, was correct in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that no representation is made hereby with respect to the information in the Preliminary Official Statement under the heading "BOOK ENTRY SYSTEM") ; (c) The Official Statement, as of its date, is correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that no representation is made hereby with respect to the information in the Preliminary Official Statement under the heading "BOOK ENTRY SYSTEM") ; (d) The Issuer covenants with the Underwriter that during the Underwriting Period (as defined in the Rule) , if an event occurs, of which the Issuer has knowledge, which might or would cause. the information contained in the Official Statement, as then supplemented or amended, to contain an untrue SF2-26709.2 3 statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Issuer shall cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriter and the Issuer, and all printing expenses thereby incurred shall be paid for by the Issuer. (e) If the information contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subparagraph, .at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the end of the Underwriting Period, the portions of the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) The Issuer has complied, and will at the Closing be in compliance, in all respects, with all applicable laws of the State of California; (g) By official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained, the Refunding Bonds, and this Purchase Agreement; (h) The adoption of the Resolution and the execution and delivery of the Refunding Bonds, the Paying Agent Agreement, and this Purchase Agreement, and compliance with the provisions of each thereof., will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which the Issuer is a party or is otherwise subject; and, except as described in the Official Statement, the Issuer has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the tax revenues pledged pursuant to, or subject to the lien of, the Resolution; (i) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute. a condition precedent to SF2-26709.2 4 adoption of the Resolution, execution and delivery by the Issuer of the Paying Agent Agreement and this Purchase Agreement and the issuance, sale and delivery of the Refunding Bonds have been obtained or will be obtained prior to the Closing (provided the Issuer shall not be responsible for state blue sky filings) ; (j) The Refunding Bonds when issued, authenticated and delivered in accordance with the Resolution and the Paying Agent Agreement will be validly issued, and will be valid and binding obligations of the Issuer; (k) The terms and provisions of the Resolution comply in all respects with the requirements of law, the Resolution has been duly and validly adopted, the Paying Agent Agreement has been duly authorized, executed and delivered and the Resolution and the Paying Agent Agreement are valid, legal and binding upon the Issuer enforceable in accordance with their terms subject to bankruptcy, moratorium or insolvency or other laws affecting creditorst rights generally and general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) ; (1) Except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against the Issuer, affecting the existence of the Issuer or the titles of its members or officers, or seeking to enjoin the sale, issuance or delivery of the Refunding Bonds or the tax revenues pledged or to be pledged to pay the principal of, redemption premium, if any, and interest on the Refunding Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Refunding Bonds, the Resolution, the Paying Agent Agreement or this Purchase Agreement or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or contesting the power or authority of the Issuer to issue the Refunding Bonds, to adopt the Resolution or to execute and deliver the Paying Agent Agreement or this Purchase Agreement, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution, the Paying Agent Agreement or this Purchase Agreement; (m) Any certificate signed by an authorized officer of the Issuer and delivered to the Underwriter shall be deemed a representation and warranty of the Issuer to the Underwriter as to the statements made therein; (n) Each of the Refunding Bonds shall be secured in the manner and to the extent set forth in the Resolution and the Paying Agent Agreement; and SF2-26709.2 5 (o) The Issuer has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Issuer is an issuer whose arbitrage certificates may not be relied upon. 5. Representations of the Underwriter. The Underwriter represents that: (a) The Underwriter has full right, power, and authority to enter into this Purchase Agreement. (b) The Underwriter will make an initial bona fide public offering of the Refunding Bonds at a price or prices (or yield or yields) not in excess of the public offering price or prices (or yield or yields) set forth in the Official Statement, and may subsequently, with the approval of the Issuer, change such offering price or prices (or yield or yields) . The Underwriter may offer and sell the Refunding Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at a price or prices lower (or yield or yields higher) than the public offering price or prices (or yield or yields) set forth in the Official Statement. (c) The Underwriter has disclosed to the Issuer all material facts related to its purchase of the Refunding Bonds, including, without limitation, any fractionalization of the Refunding Bonds or other primary market transactions with respect to the Refunding Bonds. (d) The Underwriter shall not sell or cause to be sold any fractional interest in the Refunding Bonds without the prior written approval of the Issuer. 6. Rule 15c2-12 Covenant. The Issuer covenants to comply, and to cooperate with the Underwriter as may be reasonably required by the Underwriter in order for the Underwriter to comply, with the applicable provisions of the Rule. 7. Conditions .to Obligations of Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein :and upon the accuracy of the statements to be. contained in the documents, opinions, and instruments to be delivered at the Closing. Accordingly, the Underwriter's obligations under this Purchase Agreement to purchase, accept delivery of, and pay for the Refunding Bonds on the Closing Date is subject to the performance by the Issuer of its obligations hereunder at or prior to the Closing. The parties hereto expressly understand that the obligations to purchase the Refunding Bonds are and shall be subject to the following further conditions: sF2-26709.2 6 (a) At the time of the Closing, (i) the representations and warranties of the Issuer contained herein shall be true, complete and correct in all material respects; (ii) each of the documents and certificates required to be delivered at Closing shall have been duly executed, acknowledged and delivered by the appropriate parties thereto, shall be in full force and effect and shall not have been amended, modified or supplemented, except as therein permitted or as may have been agreed to in writing by the Underwriter; and (iii) the Resolution shall be in full force and effect and shall not have been amended, modified or supplemented, except. as may have been agreed to in writing by the Underwriter; (b) The Underwriter shall have the right to cancel its obligation to purchase the Refunding Bonds if between the date hereof and the Closing, (i) legislation shall have been enacted (or resolution passed) by or introduced or pending legislation amended in the Congress of the United States or the State of California (the "State") or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling shall have been made or a resolution shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or State authority, with respect to federal or State taxation upon interest on obligations of the general character of the Refunding Bonds or with respect to the security pledged to pay debt service on the Refunding Bonds, that, in the Underwriter's reasonable judgment, materially adversely affects the market for the Refunding Bonds, or the market price generally of obligations of the general character of the Refunding Bonds or (ii) there shall exist any event that, in the Underwriter's reasonable judgment, either (A) makes untrue or incorrect in any material respect any statement or information in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect, or (iii) there shall have occurred any outbreak or escalation of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, any state of the United States or agency thereof, or any city in the United States having a population of over one million, the effect of which on the financial markets of the United States will be such as in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Refunding Bonds or enforce contracts for the sale of the Refunding Bonds, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have SF2-26709.2 7 been required and be in force on the New York Stock Exchange, whether by virtue of determination by that Exchange or by order of the Securities and Exchange Commission of the United States or any other governmental authority having jurisdiction that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Refunding Bonds or enforce contracts for the sale of the Refunding Bonds, or (v) a general banking moratorium shall have been declared by federal, New York or State authorities having jurisdiction and be in force that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Refunding Bonds or enforce contracts for the sale of the Refunding Bonds, or (vi) legislation shall be enacted or be proposed or actively considered for enactment, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission of the United States or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the Refunding Bonds, any obligations of the general character of the Refunding Bonds or the Resolution are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or of the Trust Indenture Act of 1939, as amended and as then in effect, or otherwise are or would be in violation of any provision of the federal securities laws, or (vii) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose any material restrictions not now in force with respect to the Refunding Bonds or obligations of the general character of the Refunding Bonds or securities generally, or materially increase any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters; or (viii) there shall have been any materially adverse change in the affairs of the Issuer which in the Underwriter's reasonable judgment materially adversely affects the market for the Refunding Bonds; and (c) At or prior to the Closing the Underwriter shall receive the following: (1) The unqualified approving opinion of Bond Counsel with respect to the Refunding Bonds, addressed to the Issuer, dated the date of the Closing, in substantially the form attached to the Official Statement as an Appendix; (2) A supplemental opinion of Bond Counsel with respect to the Refunding Bonds, addressed to the Underwriter, dated the date of Closing, in substantially the form attached hereto as Exhibit B; .SF2-26709.2 8 (3) The opinion of County Counsel, addressed to the Underwriter and the Issuer, dated the date of Closing, in substantially the form attached hereto as Exhibit C; (4) A certificate dated the date of the Closing, signed by the Chief Administrative Officer of the Issuer to the effect that: (i) the representations, warranties and covenants of the Issuer contained herein are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of Closing; (ii) the Issuer has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to Closing; (iii) to the best of the knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement of information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect; and (iv) the Resolution is in full force and effect and has not been amended in any respect, except as approved in writing by the Underwriter; and the Paying Agent Agreement and this Purchase Agreement have been duly authorized executed and delivered by the Issuer and are in full force and effect; (5) A certificate of the Paying Agent dated the date of the Closing, to the effect that: (i) the Paying Agent is a national banking association organized and existing under and by virtue of the laws of the United States of America, having full power and being qualified and duly authorized to perform the duties and obligation of the Paying Agent under and pursuant to the Paying Agent Agreement; (ii) the Paying Agent has agreed to perform the duties and obligations of the Paying Agent as set forth in the Paying Agent Agreement; (iii) compliance with the provisions on the Paying Agent's part contained in the Paying Agent Agreement will not conflict with or constitute a breach of or default under any judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Paying Agent is a party or is otherwise subject, or, to the best knowledge of the Paying Agent, any material law or administrative regulation to which the Paying Agent is subject, as a result of which the Paying Agent's. ability to perform its obligations under the Paying Agent Agreement would be impaired, and (iv) the Paying Agent has not been served in any action, suit, n proceeding, inquiry or investigation, at law or iequity, before or by any court, governmental agency, public board or body, pending nor, to the best of the knowledge of the Paying Agent, is any such action, suit, proceeding, inquiry or investigation threatened against the Paying Agent, affecting the existence of the Paying Agent, or the titles of its officers to their respective offices or seeking to prohibit, restrain or sae-26109.2 9 enjoin the issuance, sale and delivery of the Refunding Bonds or the collection of tax revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Refunding Bonds, or the pledge thereof, or in any way contesting the powers of the Paying Agent or its authority to perform its obligations under the Paying Agent Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Refunding Bonds or the Paying Agent Agreement; (6) Two copies of this Purchase Agreement duly executed and delivered by the parties hereto; (7) Two copies of the Official Statement, executed on behalf of the Issuer by the Chairman of the Board of Supervisors of the Issuer; (8) Two copies of the Paying Agent Agreement, duly executed and delivered by the parties thereto; (9) Evidence that the Refunding Bonds have been rated "Aal' by Moody's Investors Service; (10) Two certified copies of the Resolution; (11) A Tax Certificate of the Issuer, together with a Certificate of the Underwriter, in form and substance satisfactory to Bond Counsel. (12) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Issuer and the Underwriter with this Purchase Agreement, legal requirements (including tax exemption) , and the performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfiedby the Issuer. The Issuer will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Issuer shall have any further obligations hereunder, except as provided in Section 9 hereof. However, the Underwriter or the Issuer, as applicable may in its discretion waive one or more of the conditions imposed by this Purchase Agreement for the protection of the Underwriter or the Issuer, as applicable and proceed with the Closing. SF2-26709.2 10 8. Expenses. The Underwriter shall be under no obligation to pay, and the Issuer shall pay from its available funds or from the proceeds of the Refunding Bonds, certain expenses set forth in this Section, including but not limited to: (i) all expenses in connection with the preparation, distribution and delivery of the Preliminary Official Statement, the Official Statement, and any amendment or supplement thereto during the Underwriter Period (as defined in the Rule) , and this Purchase Agreement, including the out-of-pocket costs in connection with the production and printing of the Preliminary Official Statement and the Official Statement; (ii) all expenses in connection with the printing, issuance and delivery of the Refunding Bonds; (iii) the fees and disbursements of Bond Counsel; (iv) the disbursements of the Issuer in connection with the Refunding Bonds; (v) the fees and disbursements of the Paying Agent pursuant to a separate written agreement between the Issuer and the Paying Agent. The Underwriter shall pay all advertising expenses in connection with the public offering of the Bonds and all other expenses (including fees and expenses of any counsel to the underwriter, fees and expenses associated with the qualification of the Refunding Bonds under securities or "blue sky" laws, and California Debt Advisory Commission fees) incurred by the Underwriter in connection with its public offering and distribution of the Refunding Bonds. 9. Qualification under Securities Laws. The Issuer agrees to cooperate with the Underwriter in any endeavor to qualify the Refunding Bonds for offering and sale under the securities or "blue sky" laws of such jurisdictions of the United States as the Underwriter may request; provided that neither the Issuer shall not be required to qualify in, or submit to the general jurisdiction of, any state in which it is not now so _qualified or of which it has not submitted to the general jurisdiction. The Issuer consents to the use of the Preliminary Official Statement and Official Statement by the Underwriter in obtaining such qualifications. 10. Notice. Any notice or other communication to be given to the Issuer under this Purchase Agreement may be given by delivering the same in writing as the set forth above. Any such notice or communication to be given to the Underwriter may be given by delivering the same in writing to: Sutro & Co. , Inc. 201 California Street, 2d Floor San Francisco, California 94111 Attention: Robert L. Williams, Jr. sF2-26709.2 11 11. Governing Law; Counterparts. This Purchase Agreement shall be governed by the laws of the State of California. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. SF2-26709.2 12 12. Parties in Interest. This Purchase Agreement is made solely for the benefit of the signatories hereto and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of (a) delivery of and payment for any of the Refunding Bonds and (b) any termination of this Purchase Agreement. Very truly yours, Sutro &rA C. By: A horized Repr entative ACCEPTED: M rch 9, 1 94 (-CO TY OF ONTRA COST nbeha of UNTY S AREA R-8 By: C hftan of the Board of S pervisors of the County of Contra Costa sF2-26709.2 13 EXHIBIT A AMOUNTS, MATURITIES AND INTEREST RATES OF REFUNDING BONDS Maturity Interest Price or December 151 Amount Rate Yield 1994 $295,000 3.25 100 1995 340,000 3.60 100 1996 355,000 3.90 100 1997 370,000 4.00 4.15 1998 385,000 4.25 4.40 1999 405,000 4.50 4.60 2000 425,000 4.70 4.80 2001 445,000 4.80 4.90 2002 465,000 4.90 5.00 2003 490,000 5.00 5.10 2004 510,000 5.10 5.20 sF2-26709.2 A-1 EXHIBIT B Form of Supplemental Opinion of Bond Counsel County of Contra Costa County Service Area No. R-8 1994 Park and Open Space Refunding Bonds Sutro & Co. San Francisco, California Re: COUNTY OF CONTRA COSTA, COUNTY SERVICES AREA NO. R-8 1994 PARK AND OPEN SPACE REFUNDING BONDS (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as the Underwriter, pursuant to Section 7 (c) (2) of the Bond Purchase Agreement, dated March 9, 1994 (the "Purchase Agreement") , between you and the County of Contra Costa, -on behalf of County Service Area No. R-8 (the "Issuer") , providing for the purchase of $4,485,000 principal amount of County of Contra Costa County Service Area No. R-8 1994 Park and Open Space Refunding Bonds (the "Bonds") . The Bonds are being issued pursuant to and by authority of a resolution of the Board of Supervisors of the Issuer (the "Board") duly passed and adopted on March 1, 1994, as amended on March 8, 1994 (the "Resolution") under and by authority of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, and pursuant to a Paying Agent Agreement, dated as of March 1, 1994 (the "Paying Agent Agreement") by and between the Issuer and Bank of America National Trust and Savings Association, as paying agent (the "Paying Agent") . Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Paying Agent Agreement or:, if not defined in the Paying Agent Agreement, in the Purchase Agreement. In addition to the opinions set forth in our final legal opinion concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Issuer (but which may be relied upon by you to the same extent as if such opinion were addressed to you) , and based on and subject to the matters referred to in the second through fourth paragraphs of said final legal opinion (which are hereby incorporated herein by reference) , and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions: 1. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended. 3F2-26709.2 B-1 2. The Purchase Agreement has been duly authorized, executed and delivered by the Issuer and (assuming due authorization, execution and delivery by, and validity against the Underwriters) is a valid and binding agreement of the Issuer. We call attention to the fact that the rights and obligations under the Purchase Agreement may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against school districts in the State of California. We express no opinion with respect to any indemnification., contribution, choice of law, choice of forum or waiver provisions contained in the Purchase Agreement. 3. The statements contained in the Official Statement, dated March 9, 1994, with respect to the Bonds (the "Official Statement") , under the captions "THE BONDS", "THE PAYING AGENT AGREEMENT," and "TAX MATTERS", insofar as such statements expressly summarize certain provisions of the Bonds and the Paying Agreement and our opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects. 4. We are not passing upon and do not assume any responsibility for the accuracy (except as explicitly stated in paragraph 3 above) , completeness or fairness of any of the statements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. During the course of serving as special counsel in connection with issuance of the Bonds, no information came to the attention of the attorneys in our firm rendering legal services in connection with such issuance which caused us to believe that the Official Statement as of its date (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or any information about DTC, or the Paying Agent, included therein, as to which we express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. This letter is furnished by us as bond counsel. No attorney-client relationship has existed or exists between our firm and yourselves in connection with the Bonds or by virtue of this letter. Our engagement with respect to the Bonds has terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the Bonds, is solely for your benefit as such Underwriter and is not to be used, circulated, quoted or sF2-M709.2 B-2 otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of Bonds. Very truly yours, ORRICK, HERRINGTON & SUTCLIFFE SF2-26709.2 B-3 EXHIBIT C Form of Opinion of County Counsel County of Contra Costa County Service Area No. R-8 1994 Park and Open Space Refunding Bonds I am County Counsel of Contra Costa County (the "Issuer") in connection with the issuance by the Issuer of the bonds referenced in the caption hereto (the "Refunding Bonds") pursuant' to Articles 9 and 11 3f Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law") , Resolution No. 94/119, adopted by the Issuer on March 1, 1994, as amended on March 8, 1994 (the "Resolution") , and a Paying Agent Agreement, dated as of March 1, 1994 (the "Paying Agent Agreement") by and between the Issuer and Bank of America National Trust and Savings Association, as paying agent (the "Paying Agent") . I have examined the Law and such certified .proceedings and other papers as we deem necessary to render this opinion. Capitalized terms used herein, unless otherwise defined, have the meanings assigned to such terms in the Purchase Agreement, dated March 9, 1994 (the "Purchase Agreement") , by and between the Issuer, and Sutro & Co. , Inc. As to questions of fact material to this opinion, I have relied upon representations of the Issuer contained in the Purchase Agreement, the Paying Agent Agreement and the Resolution and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. Based upon my examination, I am of the opinion, as of the date hereof, that: (1) The Issuer is a political subdivision of the State of California duly organized and validly existing under and by virtue of the Constitution and -laws of the State of California. (2) The Resolution has been duly adopted by the Issuer at a regular meeting duly called and held in accordance with the requirements of all applicable laws and at which a quorum of the members of the Issuer was continuously present. (3) Except as described in the Official Statement, there is no litigation pending or, to the best of my knowledge after due inquiry, threatened which: (i) challenges the right or title of any member or officer of the Issuer to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (ii) challenges the validity or enforceability of the Refunding Bonds, the Resolution, the Paying Agent Agreement, or the Purchase Agreement; (iii) seeks to sn2-26709.2 C-1 restrain or enjoin the issuance and sale of the Refunding Bonds, the adoption or effectiveness of the Resolution, or the execution and delivery by the Issuer of, or the performance by the Issuer of its obligations under, the Refunding Bonds, the Paying Agent Agreement, the Purchase Agreement, or the Resolution, or (iv) if determined adversely to the Issuer or its interests, would.have a material and adverse effect upon the financial condition, assets, properties or operations of the Issuer. (4) The Refunding Bonds, the Paying Agent Agreement and the Purchase Agreement have each been duly authorized, executed and delivered by the Issuer, and the Refunding Bonds, the Paying Agent Agreement, and the Purchase Agreement constitute the valid and binding legal obligations of the Issuer enforceable in accordance with their respective terms except as such enforceability may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or general principles of equity limiting or otherwise affecting the enforcement of creditors' rights, whether now existing or hereafter enacted. (5) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Refunding Bonds, the Paying Agent Agreement and the Purchase Agreement do not conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Issuer is a party or by which it is bound. (6) The Issuer has obtained all authorizations, approvals, consents or other orders of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the Issuer required for the valid authorization, issuance and delivery by the Issuer of the Refunding Bonds. (7) The Official Statement (excluding therefrom information under the caption "BOOK ENTRY SYSTEM") , financial statements and the statistical data included in the Official Statement, as to which mo opinion is expressed) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All parties to the transactions pertaining to the initial issuance and sale of the Refunding Bonds and their counsel may rely upon this opinion. Very truly yours, SF2-26709.2 C-2