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Home My WebLink AboutMINUTES - 07121994 - 1.11 (2) TO: BOARD OF SUPERVISORS `> 5'' Contra FROM: Phil Batchelor, County Administrator �� <_ Costa ,�... a DATE: July 1, 1994 County'�s\r�'�Ty SUBJECT: 1994 Certifications of Participation Issuance for Multiple Properties Acquisition SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1 . Adopt Resolution authorizing the sale of 1994 Certificates of Participation (COP) for Multiple Properties Acquisition. The properties to be acquired are: 151 Linus Pauling Drive, Hercules; 1305 MacDonald Avenue, Richmond; 205 41st Street, Richmond; 597 Center Avenue, Martinez . 2 . Acknowledge that in accordance with the approved March 3, 1993 Board Order, the County shall proceed to exercise the option to purchase 151 Linus Pauling Drive, Hercules, for occupancy by the Social Service Department. 3 . Acknowledge that the leases for the other properties proposed for acquisition provide the County with options to purchase. 4 . Determine that the County will have long term occupancy in the three other properties . The acquisition of these properties is in accordance with Board policy to obtain ownership and stabilize space costs in those facilities which will have long term occupancy. \1 5 . Approve the continuation of the use of Arnold Mazotti as the Financial Advisor. Mr. Mazotti was the Financial Advisor for the County' s 1994-95 Tax and Revenue Anticipation Note Borrowing Program. During the May 24 and 25, 1994 meetings with rating agencies regarding the Note Borrowing Program, the prospect of the COP issuance was preliminarily discussed. Acknowledge the need for continuity in financial advisor. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): / ACTION OF BOARD ON a APPROVED AS RECOMMENDED ✓ OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS(ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. ATTESTED Contact: PHIL BA'76ELC4,CLERK OF THE BOARD OF CC: SUPERVISORS AND COUNTY ADMINISTRATOR SEE LAST PAGE _ nn BY oY�� DEPUTY 6 . Approve the use of Orrick, Herrington & Sutcliffe for bond and tax counsel services . Orrick, Herrington & Sutcliffe was bond and tax counsel for the Note Borrowing Program and have done the preliminary documents for this COP issue. 7 . Approve the use of Vaca & Vaca, an MBE certified law firm, as Co-counsel with Orrick Herrington & Sutcliffe. 8 . Approve the designation of Meridian Trust Company of California as Trustee whose selection was done through a competitive process with seven other trust firms . 9 . Authorize the use of a competitive bid process for sale of the Certificates of Participation. 10 . Authorize the County Administrator or his designee to execute all contracts and documents necessary for this COP issuance. FINANCIAL IMPACTS The County has on-going lease obligations for all the four facilities to be acquired. These costs are already budgeted within the proposed 1994-95 budget approved by your Board. The projected net debt service costs for acquisition of the facilities is comparable to lease costs . These buildings will be retained for long-term use even if reductions are necessary in program areas . In the instance of the Hercules Social Service building, the annual net debt service is approximately $145, 000 less than the lease costs . The COP financing provides for both acquisition and remodeling costs for the other three facilities . Lease costs included in the approved Proposed Budget do not provide for any remodeling. All costs associated with the COP issuance-financial advisor, bond counsel, etc. will be paid from issuance proceeds . No County general funds will be used to fund issuance costs. BACKGROUND Board approval of the 1994 Certificates of Participation Multiple Facilities Acquisition Project represents a continuation of Board commitment to obtain ownership and stabilize space costs in those facilities which will have long term County occupancy. Acquisition of 151 Linus Pauling Drive, Hercules provides for the consolidation of Social Service staff from two current leased facilities located at 3530 San Pablo Dam Road, El Sobrante and 3045 Research Drive, Richmond. Acquisition of 1305 MacDonald Avenue, Richmond provides the County with an opportunity to obtain ownership rights and complete required major renovation to this facility at an annual debt service costs equivalent to the current lease costs for the building only. The County has leased this facility since June 1980 and the current lease obligates the County through December 31, 2001 . This facility is the Social Service Department Richmond District Office. The Social Service Department has determined that approximately 80% of the annual net debt service costs for both 151 Linus Pauling Drive, Hercules and 1305 MacDonald, Richmond, buildings will be reimbursed from federal and state funds . The acquisition of 597 Center Avenue, Martinez, represents ownership rights to a crucial facility integral to other County functions . In 1991 your Board approved the acquisition of 595 Center as part of a COP issuance. Health Services programs which inter-relate to each other occupy both 595 and 597 Center Avenue buildings . The buildings are immediately adjacent to each other. In addition, both buildings share a property line and parking with 30 Muir Road, Martinez, the Social Service Central County District Office. The County has ownership rights to the 30 Muir Road -2- building. These buildings are also near the Douglas Drive County buildings ( 10 Douglas, 30 Douglas , 40 Douglas, 50 Douglas Drive) . The County has ownership rights to all the Douglas Drive buildings . A variety of County departments-District Attorney, Data Processing, Probation, and Social Services occupy the Douglas Drive buildings . The acquisition of 205 41st Street represents ownership rights to another facility immediately adjacent to established County operations . This building is occupied by the GADDS program which provides supportive services for the County' s General Assistance Program. This building is immediately adjacent to a County owned parcel and across the street from the Richmond Health Building and Bay Municipal Court Building. Acquisition of this building will provide long term occupancy rights for GADDS and also provides the County with ownership rights for property equivalent to approximately 3/4 of a city block which can be developed for future County needs . Approval of these acquisitions and the ability to stabilize space costs is especially important as financial resources continue to decrease. In FY 1991/92, the debt service for 2425 Bisso Lane, Concord, ended. This facility was acquired through the use of COP ' s . This building is occupied by Community Services-Head Start, Veteran' s Services, Private Industry Council, and Health Services programs . The debt services for the Social Services Central County District Office at 30 Muir Road, Martinez and the Public Defender's Office, 610 Court Street, Martinez, will end in FY 1996/97 . The debt services for Social Services, 40 Muir Road, Martinez, and Mt. Diablo Municipal Court operations, 2970 Willow Pass Road, Concord will end in FY 1997/98 . All these facilities were acquired through the COP process . Approval of the 1994 COP Multiple Facilities Acquisition Program will provide the County with the opportunity to achieve these same benefits . Contact: De Bell, Deputy CAO (646-4093) cc: County Administrator County Auditor-Controller General Services (Lease Management) Arnold Mazotti (via CAO) Orrick, Herrington & Sutcliffe (via CAO) Meridian Trust Company of California (via CAO) Vaca & Vaca (via CAO) Co. Counsel -3- RESOLUTION NO. 94/361 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING EXECUTION AND DELIVERY OF ASSIGNMENT OF PURCHASE OPTIONS TO CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION IN CONNECTION WITH ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF THE PROJECT, APPROVING FORMS OF AND EXECUTION OF A FACILITY LEASE (VARIOUS CAPITAL FACILITIES) AND A TRUST AGREEMENT; APPROVING EXECUTION AND DELIVERY OF 1994 CERTIFICATES OF PARTICIPATION; APPROVING FORMS OF AND DISTRIBUTION- -OF PRELIMINARY OFFICIAL STATEMENT FOR THE SALE OF SAID CERTIFICATES OF PARTICIPATION, OFFICIAL NOTICE OF SALE AND NOTICE OF INTENTION TO SELL SAID CERTIFICATES; DELEGATING TO COUNTY ADMINISTRATOR OR HIS DESIGNEE AUTHORIZATION TO AWARD BID FOR SAID CERTIFICATES; AND AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, the County of Contra Costa (the "County") is a political subdivision of the State of California; WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County to enter into a certificate of SF2-32546.2 40511-93-PCM-07/11/94 participation financing for the purpose of acquiring, constructing and improving the (i) Muir Station Office Park Building #1 located at 597 Center Avenue, Martinez, California ( "Project Phase I") , (ii) Social Service Building located at 1305 MacDonald Avenue, Richmond, California ( "Project Phase II") , (iii) Social Service Building located at 151 Linus Pauling Drive, Hercules, California ( "Project Phase III") and (iv) Health Services Building located at 205 41st Street, Richmond, California ( "Project Phase IV") (Project Phases I, II, III and IV are collectively referred to as the "Project") ; WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (the "Corporation") , has been incorporated by a group of public spirited citizens of the County for the specific and primary purpose of providing financial assistance to the County of Contra Costa by financing the acquisition, construction, improvement and remodeling of public buildings and facilities; 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; WHEREAS, it is proposed that the County assign its purchase options in connection with the Project to the Corporation; WHEREAS, it is proposed that the Corporation will acquire the Project and will lease the Project to the County SF2-32546.2 2 40511-93-PCM-07/11/94 pursuant to a document entitled "Facility Lease (Various Capital Facilities) , " to be dated as of August 1, 1994 (the "Facility Lease") ; WHEREAS, under the Facility Lease, the County would be obligated to make base rental payments to the Corporation for the lease of the Project; WHEREAS, it is proposed that all rights to receive such base rental payments will be assigned without recourse by the Corporation to Meridian Trust Company of California, as trustee (the "Trustee") , pursuant to an agreement, entitled "Assignment Agreement Relating to the Facility Lease (Various Capital Facilities) " to be dated as of August 1, 1994 (the "Assignment Agreement") ; WHEREAS, it is further proposed that the Corporation, the County and the Trustee enter into a trust agreement, to be' dated as of August 1, 1994 (the "Trust Agreement") , pursuant to which said trustee will execute and deliver Certificates of Participation (Various Capital Facilities) , Series of 1994 (the 111994 Certificates") in an amount equal to the aggregate principal components of such payments, each evidencing and representing a fractional undivided interest in such payments; WHEREAS, a form of Official Statement describing the 1994 Certificates and a form of Official Notice of Sale inviting bids to purchase the 1994 Certificates will be distributed to potential purchasers of the 1994 Certificates and a form of SF2-32546.2 3 40511-93-PCM-07/11/94 Notice of Intention to Sell the 1994 Certificates will be published in THE BOND BUYER; WHEREAS, this Board has been presented with the form of each document hereinafter referred to, relating to the 1994 Certificates, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; and NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. The County hereby specifically finds and - declares that the actions authorized hereby constitute and are with respect to public affairs of the County and that the statements, findings and determinations of the County set forth above are true and correct. Section 2 . The assignments of the County' s purchase options in connection with Project Phases I, II, III and IV to the Corporation are hereby approved and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors, and their designees, are hereby authorized and directed to execute and deliver said assignments of purchase options to the Corporation, together with such amendments, modifications and changes to such purchase options as such officers may require or approve. SF2-32546.2 4 40511-93-PCM-07/11/94 Section 3 . The form of Facility Lease (Various Capital Facilities) between the Corporation and the County, dated as of August 1, 1994, on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors, and their designees, are hereby authorized and directed to execute and deliver said Facility Lease in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal component of base rental payments payable under the Facility Lease shall not exceed $25, 000, 000, the maximum annual base rental payments payable under the Facility Lease shall not exceed $2, 500, 000 and the term of the Facility Lease shall not exceed thirty (30) years (subject to an extension of an additional ten (10) years pursuant to Section 2 .02 of the Facility Lease) . Section 4. The form of Trust Agreement Relating to Certificates of Participation (Various Capital Facilities) , Series of 1994, by and among Meridian Trust Company of California, as trustee, the Corporation and the County, dated as of August 1, 1994, on file with the Clerk of the Board of Supervisors, is hereby approved. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors, and their designees, are hereby authorized and directed to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officers may require or approve, such SF2-32546.2 5 40511-93-PCM-07/11/94 approval to be conclusively evidenced by the execution and delivery thereof. Among the changes authorized to be made to such Facility Lease are such changes as are necessary in the event the County Administrator determines it is desirable to obtain municipal bond insurance. Section 5 . The form of Preliminary Official Statement describing the 1994 Certificates, on file with the Clerk of the Board of Supervisors, is hereby approved. The Financial Advisor is hereby authorized and directed to cause to be supplied to prospective purchasers of the 1994 Certificates copies of a preliminary official statement in such form, with such additions, corrections and revisions as may be determined to be necessary or desirable by the Financial Advisor, Special Counsel, or the County Counsel' s Office, and to supply the purchaser for the 1994 Certificates with copies of a final official statement, completed to include, among other things, the interest rate or rates, and final sale information. The County Administrator, or his designee, is authorized to certify on behalf of the County that the preliminary form of the official statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain pricing, rating and related information as permitted by said Rule) . The County Administrator, or his designee, is hereby authorized and directed to execute and deliver a final Official Statement in substantially said form, with such additions thereto or changes therein as the Financial Advisor, County Counsel' s SF2-32546.2 6 40511-93-PCM-07/11/94 Office or Special Counsel, may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6 . The form of proposed Official Notice of Sale inviting bids for the 1994 Certificates on file with the Clerk of the Board of Supervisors is hereby approved and adopted as the Official Notice of Sale inviting bids for the 1994 Certificates, with such additions, changes and corrections thereto as the County Administrator or his designee shall require or approve, such approval to be conclusively evidenced by the execution thereof. Sealed proposals shall be received up to the hour of 10:00 a.m. California time on August 9, 1994, or on such other date as shall be selected by the County Administrator or his designee, for the purchase of the 1994 Certificates. The County Administrator or his designee is hereby authorized to accept the. best responsive bid, so long as such bid shall provide a true interest cost to the County of not to exceed ten percent (10%) per annum, and the price to be paid to the County for the Certificates shall not be less than the par value thereof, less a discount of not to exceed one and one-quarter percent (1.25%) , or to reject all bids, and if such true interest cost and price are acceptable to the County Administrator or his designee is hereby authorized and directed to accept, on behalf of the County, the best responsive bid. The Financial Advisor is hereby authorized and directed to cause to be distributed to prospective bidders for the 1994 Certificates copies of said SF2-32546.2 7 40511-93-PCM-07/11/94 Official Notice of Sale, subject to such corrections, revisions or additions as may be acceptable to the County Administrator. Section 7. The form of proposed Notice of Intention to Sell, on file with the Clerk of the Board of Supervisors, is hereby approved and adopted as the Notice of Intention to Sell, and the Clerk of the Board of Supervisors is hereby authorized and directed to cause said Notice of Intention to Sell, subject to such corrections, revisions or additions as may be acceptable to the County Administrator, to be published once at least fifteen days before the date of sale in THE BOND BUYER. Section S . The County .hereby appoints Prager, McCarthy & Sealy as Financial Advisor in connection with the 1994 Certificates, Orrick, Herrington & Sutcliffe as Special Counsel in connection with the 1994 Certificates, and hereby authorizes the County Administrator to designate a Co-Special Counsel in connection with the 1994 Certificates. Section 9 . Prager, McCarthy & Sealy, as Financial Advisor, Orrick, Herrington & Sutcliffe, as Special Counsel, and the appropriate County officials are hereby authorized and directed to continue to prepare the necessary legal documents to accomplish said financing, and to take any and all necessary actions in connection therewith. Section 10 . The execution and delivery, pursuant to the Trust Agreement, of not to exceed $25, 000, 000 aggregate principal amount of the County of Contra Costa, California, Certificates of Participation (various Capital Facilities) , SF2-32546.2 8 40511-93-PCM-07/11/94 Series of 1994, evidencing and representing fractional undivided interests in the rights to receive base payments payable by the County pursuant to the Facility Lease, payable in the years and in the amounts with interest components with respect thereto as specified in the Trust Agreement as executed, is hereby authorized and approved. Section 11. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the County are hereby authorized and directed to execute and deliver any and all certificates and representations, signature certificates, no-litigation certificates, tax and rebate certificates, the letter of representations to The Depository Trust Company and certificates concerning the contents of the Official Statement distributed in connection with the sale of the 1994 Certificates, necessary and desirable to accomplish the transactions set forth above. Section 12 . All actions heretofore taken by the officers and agents of the County with respect to the- acquisition of the Project and the sale, execution and delivery of the 1994 Certificates are hereby approved and confirmed. SF2-32546.2 9 40511-93-PCM-07/11/94 Section 13 . The County hereby declares its official intent, solely for purposes of establishing compliance with the requirements of Section 1. 150-2 of the United States Treasury Regulations, to use proceeds of the 1994 Certificates to . . reimburse itself for any County expenditures in connection with the Project incurred prior to the execution and delivery of the 1994 Certificates. SF2-32546.2 10 40511-93-PCM-07/11/94 Section 14 . This Resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 12th day of July, 1994 by the following vote: AYES: Supervisors Smith, Bishop, DeSaulnier, Torlakson and Powers NOES: None ABSENT: None ABSTAIN: None Chairman of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California SF2-32546.2 1 1 40511-93-PCM-07/11/94 CLERK'S CERTIFICATE I, _ Shirley Casillas , Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 12th day of July, 1994, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: Supervisors Smith, Bishop, DeSaulnier, Torlakson and Powers NOES: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine St. Martinez, California, a location freely accessible to members of the public, and, a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the. original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said SP'2-32546.2 40.511-93-PCM-07/11/94 minutes; and said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 12th day of July, 1994. Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California [Seal] SF2-32546.2 40511-93-PCM 07/11/94 AFFIDAVIT OF POSTING OF AGENDA STATE OF CALIFORNIA ) ) ss. COUNTY OF CONTRA COSTA ) Dineen Burdick hereby declares that [s] he is a citizen of the United States of America, over the age of 18 years; that acting for the Board of Supervisors of the County of Contra Costa [s] he posted on July 8 , 1994 at 651 Pine St. , Martinez, California, a location freely accessible to members of the public, an agenda for the regular meeting of the Board of Supervisors of Contra Costa County to be held on July 12, 1994, a copy of which is attached hereto. Dated: July 15, 1994 , 1994 . I declare under penalty of perjury that the foregoing is true and correct. SF2-32546.2 40511-93-PCM-07/11/94 1 \ j CONTRA COSTA COUNTY Clerk of the Board Inter-Office Memo TO: DeRoyce Bell, Deputy DATE : August 25, 1994 County Administrator' s Office FROM: Clerk of the Board of Supervisors Ann Cervelli, Deputy Clerk oj_/ SUBJECT: Item 1 . 110 From The July 12, 1994 Agenda Per your request, I am returning to you the attested, sealed signature pages and acknowledgement forms for the above item. I .would note that the copies of the Trust Agreement and the Facility Lease which you furnished with these pages contain numerous blank spaces for dates and amounts . I would appreciate when you have a fully executed document including County Counsel' s approval, if you would furnish this office with an executed original for our records . Thank you. ac MRRICK, HERRINGTON & SUTCLIFFE August 12, 1994 Direct Dial (415) 773-5511 VIA FEDERAL EXPRESS DeRoyce Bell Deputy County Administrator County of Contra Costa County Administrator's Office 651 Pine Street, 11th Floor Martinez, CA 94553-0063 Re: County of Contra Costa, California Certificates of Participation (Various Capital Facilities) , Series of 1994 Dear De: As we discussed, enclosed are the following documents, with 10 signature pages for each, to be executed for the above- referenced financing: 1. Facility Lease (Various Capital Facilities) , dated as of August 1, 1994 (to be executed by the Chair of the Board of Supervisors, attested by a Deputy Clerk of the Board for Philip Batchelor and approved by County Counsel; signature of Chair must be acknowledged and three acknowledgement forms are included; affix County seal where indicated on signature page) ; and 2. Trust Agreement, dated as of August 1, 1994 (to be executed by the Chair of the Board of Supervisors, attested by a Deputy Clerk of the Board for Philip Batchelor and approved by County Counsel; affix County seal where indicated on signature page) . According to Civil Code Sections 1181 and 1184, the signature of the Chair may be notarized by the Clerk of the Board of Supervisors or a duly authorized deputy of the Clerk. In addition, enclosed for your signature is the Letter of Representations to The Depository Trust Company ("DTC") regarding book-entry provisions. Schedule A will be completed Old Federal Reserve Bank Building • 400 Sansome Street • San Francisco,California 94111-3143 Telephone 415 392 1122 • Facsimile 415 773 5759 Los Angeles 213 629 2020 • New York 212 326 8800 • Sacramento 916 447 9200 • Washington,D.C. 202 626 8660 CADATAkDO0BELL.LTR '77 OH&S DRAFT 7/11/94 TRUST AGREEMENT by and among MERIDIAN TRUST COMPANY OF CALIFORNIA and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of August 1, 1994 RELATING TO CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) $ CERTIFICATES OF SERIES OF 1994 SF2-32564.2 40511-93-PCM-08/05/94 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. MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Officer CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By: President By: Secretary CTY OF ONT COST [SEAL] , By Chair of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By: ofj Deputy Approved as to form: County Counsel Sn-32564.2 62 DRAFT { 7/11/94 C requested by a d return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington & Sutcliffe Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attention: Philip C. Morgan FACILITY LEASE (VARIOUS CAPITAL FACILITIES) by and between CONTRA COSTA COUNTY R PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA r k 4 F Dated as of August 1, 1994 t i SF2-32639.2 40511-93-PCM-07!11/94 IN WITNESS WHEREOF, the Corporation 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. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, as Lessor By President By Secretary CO TY OF C COSTA, as Lesse Y [SEAL] C it of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator J By: —4w L4 Deputy Approved as to form: County Counsel 1 8F2-3M93 38 CONSENT TO ASSIGNMENT OF RENTS The County of Contra Costa, California, hereby consents to and approves of the assignment of the rental payments payable by it pursuant to the Facility Lease (Various Capital Projects) between the County and Contra Costa County Public Facilities Corporation dated as of August 1, 1994, and acknowledges receipt of notice thereof, and agrees that such rental payments shall be made directly to Meridian Trust Company of California, N.A. , as trustee. Dated: August 30, 1994 COUN F CON RA A �B hair of the Board of Supervisors Clerk of the Board of Supervisors and County Administrator BGym 0.11 AJ J Y Deputy Clerk V STATE OF CALIFORNIA SS. COUNTY OF CONTRA COSTA On August 25, 1994, before me, Ann Cervelli, Deputy Clerk, Clerk of the Board of Supervisors, County of Contra Costa, State of California, personally appeared, Thomas M. Powers, Chairman, Board of Supervisors, Contra Costa County, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument . WITNESS my hand and official seal . PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator BY4L De u c El� rk $23,090, 000 COUNTY OF CONTRA COSTA, CALIFORNIA CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) , SERIES OF 1994 CERTIFICATE OF COUNTY OF CONTRA COSTA The undersigned hereby state and certify: 1. that they are the duly elected or appointed, qualified and acting Chair of the Board of Supervisors and Clerk of the Board of Supervisors, respectively, of the County of Contra Costa, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "County") and, as such, are familiar with the facts herein certified and are authorized to certify the same; 2. that the following-named persons are now, and at all times since the dates of the beginning of their respective current terms of office shown below, have been, duly appointed or elected, qualified and acting members of the Board of Supervisors of the County, and the dates of the beginning and ending of their respective current terms of office are hereunder designated opposite their names: Date of Date of Beginning Date of Ending Date of Members Current Term Current Term Thomas M. Powers January 1991 January 1995 Gayle Bishop January 1993 January 1997 Tom Torlakson January 1993 January 1997 Mark DeSaulnier March 1994 January 1995 Jeffrey V. Smith January 1993 January 1997 1 3 . that the signatures set forth opposite the names and titles of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated below: Name Office S natu e Thomas M. Powers Chair of the Board �t Phil Batchelor County Admin- istrator and Clerk of the Board DeRoyce Bell Deputy County Administrator Alan Pfeiffer Lease Manager 4. that the Chair and the Clerk of the Board have been duly authorized by the Board to execute and deliver, on behalf of the County, the following agreements, each dated as of August 1, 1994, (i) "Facility Lease (Various Capital Facilities) " between the County and Contra Costa County Public Facilities Corporation (herein called the "Corporation") , and (ii) "Trust Agreement" among the Corporation, the County and Meridian Trust Company of California, as trustee (herein called the "Trustee") , relating to the County of Contra Costa, California Certificates of Participation (Various Capital Facilities) Series 1994 authorized to be issued in connection with the execution and delivery of said agreements (the "Certificates") and pursuant to such authority they 2 have executed and delivered such agreements. 5. The County has complied with all agreements and covenants and satisfied all conditions contemplated by said Facility Lease (Various Capital Facilities) and Trust Agreement on its part to be performed or satisfied on or before the date hereof. 6. No Event of Default (as defined in said Facility Lease (Various Capital Facilities) ) has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default. 7. The County is a political subdivision organized and existing under and pursuant to the laws of the State of California and neither the existence of the County nor the title of any of the aforesaid officers to their respective offices is being contested. 8. There is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or to the best of our knowledge threatened against or affecting the County to restrain or enjoin the execution, sale or delivery of the Certificates, or the payments under the Facility Lease (Various Capital Facilities) , or in any way contesting or affecting the validity of Resolution No. 94/361, adopted by the Board of Supervisors of the County on July 12, 3 1994, the Certificates, said Facility Lease, the Assignment Agreement Relating to Facility Lease (Various Capital Facilities) , dated as of August 1, 1994, between the Corporation and the Trustee, or said Trust Agreement. 9. A certified copy of Resolution No. 94/361 has been furnished to Orrick, Herrington & Sutcliffe and Vaca & Vaca as part of the transcript of proceedings for the authorization, issuance and sale of the Certificates, and such resolution has not been amended or rescinded, except as expressly set forth therein. 10. The facilities being leased pursuant to said Facility Lease (Various Capital Facilities) are essential to the use and operation of the county government. IN WITNESS WHEREOF, the undersigned have hereunto set their hands effective the 3 thday f A ust, 1994 . f Chair of the Board of Supervisors County of Contra Costa, California Clerk of the Board of Supervisors and County Administrator County of Contra Costa, California a By Deputy -Clerk 4 i t 0/0 . OH&S Draft 7/11/94 Recording requested by and return to: COUNTY OF CONTRA COSTA ;.....,._. FILED .i . c/o Orrick, Herrington & Sutcliffe Old Federal Reserve Building 400 Sansome Street Aj �qc�4 San Francisco, California 94111 CLERK BOARD OF SUPERVISORS Attention: Philip C. Morgan CONTAA COSTA CO. ASSIGNMENT AGREEMENT by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and MERIDIAN TRUST COMPANY OF CALIFORNIA Dated as of August 1, 1994 RELATING TO THE FACILITY LEASE (VARIOUS CAPITAL FACILITIES) SF2-32598.2 ASSIGNMENT AGREEMENT RELATING TO FACILITY LEASE (VARIOUS CAPITAL FACILITIES) This ASSIGNMENT AGREEMENT, made and entered into as of August It 1994, by and between the CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, a nonprofit public benefit corporation duly organized and existing under the laws of the State of California (the "Corporation") , and MERIDIAN TRUST COMPANY OF CALIFORNIA, a national bankingassociation duly organized and existing under and by virtue of the laws of the United States of America (the "Trustee") ; W I T N E S S E T H WHEREAS, the Corporation and the County of Contra Costa, California (the "County") , have entered into a lease, entitled "Facility Lease (Various Capital Facilities) " and dated as of August 1, 1994 (herein called the "Facility Lease") ; and WHEREAS, under the Facility Lease, the County is and will be obligated to make certain rental payments to the Corporation for the lease of the Project (as that term is defined in the Facility Lease) and the Demised Premises, as described in Exhibit A attached hereto and incorporated herein; and WHEREAS, the Corporation desires to assign without recourse all of its rights to receive such rental payments to the Trustee for the benefit of the owners of certificates of participation (the "Certificates") to be executed and delivered under a trust agreement to be entered into by and among the SF2-32598.2 Trustee, the Corporation and the County, entitled "Trust Agreement" and dated as of August 1, 1994 (herein called the "Trust Agreement") ; and WHEREAS, in consideration of such assignment and the execution of the Trust Agreement, as supplemented from time to time, the Trustee has agreed to execute and deliver the Certificates in an amount equal to the aggregate principal components of said rental payments as are designated base rental payments in the Facility Lease, each evidencing and representing a fractional undivided interest in such base rental payments; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and 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 thereto are now duly authorized to execute and enter into this Assignment Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1. Assignment. The Corporation, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby unconditionally grant, transfer and assign to the Trustee for the benefit of the owners of the Certificates without recourse all of Corporation's right, title and interest as lessor under the SF2-32598.2 2 Facility Lease, including without limitation the following: (i) all its rights to receive the Base Rental Payments scheduled to be paid by the County under and pursuant to the Facility Lease, (ii) all rents, profits, products and proceeds from the Project to which the Corporation has any right or claim whatsoever under the Facility Lease, (iii) the right to take all actions and give all consents under the Facility Lease, (iv) any right of access provided in the Facility Lease, and (v) any and all other rights and remedies of the Corporation in the Facility Lease as lessor thereunder provided, that so long as no Event of Default (as defined in the Facility Lease) shall have occurred or be continuing, the Corporation shall have and may exercise all rights of the lessor under the Facility lease other than the right to receive the Base Rental Payments due and owing under the Facility Lease. SECTION 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the benefit of the owners of the Certificates, subject to the terms and provisions of the Trust Agreement, and all such rental payments shall be applied and all such rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. SECTION 3. Conditions. This Assignment Agreement shall confer no rights and shall impose no obligations upon the Trustee beyond those expressly provided in the Trust Agreement. SF2-32598.2 3 SECTION 4. Payment of Rentals. Upon payment or provision for payment to the Trustee in full of all base rental payments as described in the Facility Lease and of all other amounts, including any additional payments owed by the County under the Facility Lease, this Assignment Agreement shall become and be void and of no effect with respect to the Facility Lease, and the Trustee shall execute any and all documents or certificates reasonably requested by the Corporation to evidence the termination of the Assignment Agreement with respect to the Facility Lease. SECTION 5. California Law. The Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California. SECTION 6. Severability. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. SECTION 7. Execution in Counterparts. 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. SF2-32598.2 4 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 By Secretary MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee BY Authorized Officer SF2-32599.2 5 EXHIBIT A SF2-32548.2 A-1 State of California ss. County of Contra Costa On 1994 before me, Notary Public, State of California, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS ray hand and official seal. Signature (Seal) SF2-32598.2 State of California ss. County of Contra Costa On 1994 before me, Notary Public, State of California, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS ray hand and official seal. Signature (Seal) SF2-32598.2 State of California ss. County of On 1994 before me, Notary Public, State of California, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) SF2-32598.2 State of California ss. County of On 1994 before me, Notary Public, State of California, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) SF2-32598.2 DRAFT 7/11/94 FILED OFFICIAL NOTICE OF SALE Jtj( 1 1 1994 $ CLERK BOARD CF SUPERVISORS COUNTY OF CONTRA COSTA, CALIFORNIA CONTRA COSTA CO. CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL FACILITIES), SERIES OF 1994 NOTICE IS HEREBY GIVEN that sealed proposals will be received and opened by the County of Contra Costa, State of California (herein called the "County") on behalf of the Contra Costa County Public Facilities Corporation (herein called the "Corporation"), at the office of Prager, McCarthy & Sealy, One Maritime Plaza, 10th Floor, San Francisco, California 94111, on Tuesday, August 9, 1994 at the hour of 10:00 a.m. California time for the purchase of $ * principal amount of certificates of participation designated "County of Contra Costa, California Certificates of Participation (Various Capital Facilities), Series of 1994" (herein called the "1994 Certificates"), to be issued pursuant to a Trust Agreement, to be dated as of August 1, 1994 (herein called the "Trust Agreement"), by and among Meridian Trust Company of California, as trustee (herein called the "Trustee"), the County and the Corporation. If no legal bid is accepted for the 1994 Certificates on August 9, 1994 at the time and place specified, bids will be received for the 1994 Certificates at the same place and time on succeeding Tuesdays until the Certificates are awarded. The 1994 Certificates are generally described as follows: SERIES: $ consisting of 1994 Certificates which are being issued as fully registered Certificates in denominations of $5,000 or multiples thereof, provided that no Certificate shall represent principal maturing in more.than one year, all dated August 1, 1994 and comprising all of the Certificates of said authorized issue. Additional series of Certificates may be issued on a parity with the 1994 Certificates on the terms and subject to the conditions set forth in the Trust Agreement. INTEREST RATE: Interest is payable on February 1, 1995 and semiannually thereafter on February 1 and August 1 of each year. Bidders must specify the rate or rates of interest which the 1994 Certificates hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (i) the maximum interest rate shall not exceed 12% and the maximum differential between the highest and lowest rates specified in any bid shall not exceed percent (_%) per annum; (ii) each interest rate specified in any bid must be in a multiple of one-eighth or one-twentieth of one percent per annum and a zero rate of interest cannot be specified; (iii) no 1994 Certificate shall bear more than one rate of interest; (iv) each 1994 Certificate shall bear interest from its date to its stated payment date at the interest rate specified in the bid; (v) all 1994 Certificates payable at any one time shall bear the same rate of interest; (vi) any premium bid must be SF2-32596.2 40511-93-PCM-07/11/94 paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as a substitute for payment in full of the purchase price; (vii) any discount bid shall be stated as a specific sum not exceeding [1 .251% of the par amount of the 1994 Certificates and (viii) the interest rate for the 1994 Certificates payable in each year must either be the same as or higher than the interest rate on the 1994 Certificates payable in the preceding years. BOOK-ENTRY ONLY: The 1994 Certificates shall be issued in registered form by means of a book-entry system with no distribution-of certificates made to the public. One certificate representing each 1994 Certificate payment date will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of Cede & Co., its nominee. The book-entry system will evidence ownership of the 1994 Certificates in the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC. MATURITY: The 1994 Certificates shall mature on August 1 in each of the years, and in the amounts, as follows: August 1 Amount 5 SERIAL CERTIFICATES AND/OR TERM CERTIFICATES: Bidders may provide that all the Certificates be executed and delivered as Serial Certificates or may provide that any one or more consecutive annual principal amounts after August 1, be combined into one or more Term Certificates. No Mandatory Sinking Fund Prepayments shall begin prior to August 1, In addition, no Serial Certificates may mature after the commencement of the first Mandatory Sinking Fund Prepayment. REOFFERING PRICE CERTIFICATE: The successful bidder for the Certificates must deliver a certificate setting forth the expected final reoffering price of such Certificates to the public (the "Reoffering Price Certificate") to Orrick, Herrington & Sutcliffe, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111,Attention: Philip C. Morgan, by the close of business two business days prior to delivery of the 1994 Certificates. The Reoffering Price Certificate shall set forth the maximum initial bona fide offering prices and concessions to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) of each maturity of the 1994 Certificates at which a substantial amount (at least 10%) of such maturity was sold. The form of the Reoffering Price Certificate appears as Appendix A to the Official Bid Form. For purposes of this paragraph, sales of 1994 Certificates to other securities brokers or dealers will not be considered sales to the general public. SF2-32598.2 2 40511-93-PCM-07/11/94 PREPAYMENT: The County shall have the right, under the circumstances described in the Preliminary Official Statement, to prepay 1994 Certificates, upon the terms and conditions, and at the prices, set forth in the Preliminary Official Statement. PURPOSE: The 1994 Certificates are to be issued to (i) finance the acquisition, construction and improvement of certain office buildings for use by the County, (ii) fund a reserve fund, (iii) pay capitalized interest and (iv) pay costs of issuance. SECURITY: The 1994 Certificates represent proportionate undivided interests of the owners thereof in base rental payments to be made by the County pursuant to a lease entitled "Facility Lease," dated as of August 1, 1994 (the "Lease"), to be entered into by the Corporation and the County. Rentals to be payable by the County under the Lease shall constitute the primary source of funds for the payment of the 1994 Certificates, and of any additional series of certificates subsequently executed and delivered under the Trust Agreement (collectively, the "Certificates"). TAX EXEMPT STATUS: In the opinion of Orrick, Herrington &Sutcliffe, San Francisco, California, the interest received by the owners of the 1994 Certificates, assuming compliance with certain covenants contained in the Lease and in the Trust Agreement and Tax Certificate, is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See the discussion of Tax Matters in the Official Statement hereinafter referred to. In the event that prior to the delivery of the 1994 Certificates (a) the income received by private owners from certificates of the same type and character shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted which will have a substantial adverse tax effect upon owners of the 1994 Certificates as such, the successful bidder may, at its option, prior to the tender of said 1994 Certificates, be relieved of its obligation under the contract to purchase the 1994 Certificates, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe, San Francisco, California, approving the validity of the Lease, will be furnished to the successful bidder without cost. TERMS OF SALE Best Bid: The Certificates will be awarded to the bidder offering to purchase the 1994 Certificates at the lowest true interest cost to the County. The true interest cost for each bid will be determined on the basis of the aggregate present value of each semiannual payment. The present value will be calculated to the dated date of the 1994 Certificates and will be based on the bid amount (par value plus any premium or less any discount), excluding the accrued interest from the date of the 1994 Certificatesto the date of the delivery of the 1994 Certificates. In the event two or more bids specify the same lowest true interest cost, then the selection for award of the 1994 Certificates will be made among such bidders by Prager, McCarthy & Sealy by lot. The purchaser must pay SF2-32596.2 3 40511-93-PCM-07/11/94 accrued interest from the date of the 1994 Certificates to the date of delivery. All interest will be computed on a 360-day year 30-day month basis from the date of the 1994 Certificates. The cost of preparing the 1994 Certificates will be borne by the County. Right of Rejection: The County reserves the right, in its discretion, to reject any and all proposals and to waive any irregularity or informality in any proposals. Prompt Award: The County will take action awarding the 1994 Certificates or rejecting all bids not later than thirty (30) hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the successful bidder. Notice of the award will be given promptly to the successful bidder. Delivery and Payment: Delivery of the 1994 Certificates will be made to the successful bidder through DTC as soon as the 1994 Certificates can be prepared and legally delivered, which it is estimated will be within 23 days from the date of sale. Payment for the 1994 Certificates must be made in immediately available funds. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the purchaser. Right of Cancellation: The successful bidder shall have the right, at his option, to cancel the contract of purchase if the Trustee shall fail to execute the 1994 Certificates and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. Form of Bid: All bids must be for not less than all of the 1994 Certificates hereby offered for sale and accrued interest to date of delivery, plus such premium or less such discount as is specified in the bid. Each bid must be enclosed in a envelope addressed to the County with the bid clearly marked "Proposal for Purchase of County of Contra Costa, California Certificates of Participation (Various Capital Facilities), Series of 1994." All bids must be delivered to a representative of the County at the office of Prager, McCarthy & Sealy, One Maritime Plaza, 10th Floor, San Francisco, California, in time to be received by 10:00 a.m. on August 9, 1994. Each bid must be in accordance with the terms and conditions set forth in this notice, and must be submitted on the bid form provided. Good Faith Deposit: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a bid bond ("Financial Surety Bond") in the amount of $ , payable to the order of the County, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the 1994 Certificates in accordance with the terms of the bid. If a check is used, it must accompany the bid and be drawn on a bank or trust company having an office in San Francisco or Los Angeles, California. If a Financial Surety Bond is used, it must be from a pre-qualified insurance company whose claims paying ability is rated in the highest rating category by Moody's Investors Service or Standard & Poor's Corporation, and is licensed to issue such a bond in the State of California. The form of such Financial Surety Bond is subject to prior approval by Orrick, Herrington & Sutcliffe, San Francisco, California, special counsel, and such form must be submitted to Prager, McCarthy & Sealy, the Financial Advisor, a minimum of 24 hours prior to the opening of proposals. Such Financial Surety Bond must SF2-32598.2 4 40511-93-PCM-07/11/94 provide that the surety shall make payment of the full amount of the Deposit by wire transfer to the County within 24 hours of the receipt of written notice from either the County or the Financial Advisor that the bidder has failed to submit the Deposit as required by this Official Notice of Sale. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the 1994 Certificates are awarded to a bidder utilizing a Financial Surety Bond, then the purchaser ("Purchaser") is required to submit its Deposit to the County in the form of a certified or cashier's check or wire transfer not later than 3:30 p.m., California time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. The Deposit will be applied to the purchase price of the 1994 Certificates. If after the award of the 1994 Certificates the successful bidder fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the County. The certified or cashier's check accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit will accrue to any bidder. Statement of True Interest Cost, Reoffering Yields: Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the County, which shall be considered as informative only and not binding on either the bidder or the County. The accepted bidder shall submit a Reoffering Price Certificate in the form attached as Appendix A to the Official Bid Form, all as described under "REOFFERING PRICE CERTIFICATE". No Litigation: There is no litigation pending concerning the validity of the Lease, the existence of the County or the entitlement of the officers thereof to their respective offices, and the County will furnish to the successful bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the 1993 Certificates. Resale in Other States: The purchaser will assume responsibility for taking any action necessary to qualify the 1994 Certificates for offer and sale in jurisdictions other than California, and for complying with the laws of all jurisdictions on resale of the 1994 Certificates,and shall indemnify and hold harmless the County, the Corporation and its officers and directors from any loss or damage resulting from any failure to comply with any such law. CUSIP Numbers: It is anticipated that CUSIP numbers will be printed on the 1994 Certificates, but neither failure to print such numbers on any 1994 Certificate nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the 1994 Certificates in accordance with the terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on the 1994 Certificates shall be paid for by the County; provided, however,that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. California Debt Advisory Commission Fee: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the purchaser of the 1994 Certificates may be charged the California Debt Advisory Commission fee. SF2-32598.2 5 40511-93-PCM-07/11/94 Official Statement: A Preliminary Official Statement has been prepared, copies of which may be obtained upon request made to the County or to the County's Financial Advisor, Prager, McCarthy & Sealy, One Maritime Plaza, 10th Floor, San Francisco, California 94111 . The Preliminary Official Statement shall be "deemed final" by the County prior to or on the sale date for purposes of SEC Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. The County Administrator of the County has reviewed and will further review the Official Statement and will certify that as of the date of the final Official Statement, to the best of his knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The County will deliver to the purchaser of the 1994 Certificates a certificate of the County as to the above, dated the date of delivery of the 1994 Certificates, and further certifying that the signatory knows of no material adverse change in the condition or affairs of the County which would make it unreasonable for the purchaser of the 1994 Certificates to rely upon the Official Statement in connection with the resale of the 1994 Certificates,and authorizing the purchaser of the 1994 Certificates to distribute copies of the Official Statement in connection with the resale of the 1994 Certificates. The County will furnish to the successful purchaser, at no expense to the successful purchaser, up to copies of the Official Statement within seven (7) business days of the award date and additional copies will be made available upon request, submitted to the Financial Advisor no later than twenty-four hours after the time of receipt of bids, at the purchaser's expense, for use in connection with any resale of the 1994 Certificates. SF2-32598.2 6 40511-93-PCM-07/11/94 By making a bid for the 1994 Certificates,the successful bidder agrees (i) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any supplements prepared by the County, (ii) to promptly file a copy of the final Official Statement, including any supplements prepared by the County, with a Nationally Recognized Municipal Securities Information Repository as defined, and (iii) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the 1994 Certificates to the ultimate purchasers. Dated: July —, 1994. /s/ Philia J. Batchelor County Administrator, County of Contra Costa SF2-32598.2 7 40511-93-PCM-07/11/94 BID FORM SEALED PROPOSALS WILL BE RECEIVED TUESDAY, AUGUST 9, 1994, AT 10:00 A.M. AT THE OFFICE OF PRAGER, MCCARTHY &SEALY, ONE MARITIME PLAZA, 10TH FLOOR, SAN FRANCISCO, CALIFORNIA 94111, TELEPHONE: 415-955-8151. S County of Contra Costa, California Certificates of Participation (Various Capital Facilities), Series of 1994 Evidencing and Representing Proportionate Undivided Interests of the Registered Owners Thereof in Base Rental Payments to be Made by the COUNTY OF CONTRA COSTA to CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, Assignor MERIDIAN TRUST COMPANY OF CALIFORNIA, Assignee TO: COUNTY OF CONTRA COSTA DATE: AUGUST , 1994 Ladies and Gentlemen: We offer to purchase all, but not less than all, of the $ principal amount of the above described Certificates of Participation, more particularly described in your Official Notice of Sale, dated July _, 1994, all of the terms and conditions of which are made part hereof as though set forth in full in this proposal, at the par value thereof (together with a premium of $ ) (less a discount of $ ) (strike out inapplicable clause) plus accrued interest to the date of delivery, said interest to be payable at the rates more particularly set forth in the Schedule below. Schedule of Certificate Payment Dates, Amounts and Interest Rates (Check One) Mandatory Maturity Sinking Date Principal Serial Fund Interest August 1 Component Maturity Prepayment Rate SF2-32596.2 40511-93-PCM-07/11/94 NOTE: The interest rate bid represented by the 1994 Certificates payable in each year must either be the same as or higher than the interest rate bid represented by the 1994 Certificates payable in the preceding year. Our calculation of the true interest cost, which is considered to be informative only and not a part of the proposal, is as follows: The total amount of interest payable on the 1994 Certificates during the life of the issue under the attached bid is $ The amount of premium or discount bid (specify which) is $ The true interest cost (determined as described in the section of the Official Notice of Sale entitled "Best Bid" ) is %. Check One: ❑ There is enclosed herewith a (certified) (cashier's) check for $ payable to the order of the County of Contra Costa. ❑ We have provided the County with a pre-approved Financial Surety Bond as provided in the Official Notice of Sale. SF2-32598.2 2 40511-93-PCM-07/11/94 4 We agree that if we are the successful bidder for the 1994 Certificates we will provide the County with a Final Reoffering Price Certificate in the form attached as Exhibit A hereto. We hereby represent that as of the date of award and as of the date of delivery of the 1994 Certificates, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository. Respectfully submitted, Firm Account Manager By Printed Name Title: Address: Telephone No. Following is a list of the members of our account on whose behalf this bid is made. List of Members of Account SF2-32598.2 3 40511-93-PCM-07/11/94 APPENDIX A TO OFFICIAL BID FORM REOFFERING PRICE CERTIFICATE (TO BE DELIVERED BY THE SUCCESSFUL BIDDER AS DESCRIBED UNDER "REOFFERING PRICE CERTIFICATES" IN THE OFFICIAL NOTICE OF SALE) This certificate is being delivered by , on behalf of the underwriters (the "Underwriters") in connection with the delivery of County of Contra Costa, California Certificates of Participation (Various Capital Facilities), Series of 1994 (the "1994 Certificates"). Based upon its records and information available to it which it believes to be correct, the undersigned hereby certifies that: 1. As of 1994 (the "Sale Date"), the Underwriters have offered or reasonably expected to offer all of each maturity of the 1994 Certificates listed below to the general public (excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering at the prices shown for each maturity. 2. The issue prices of the various maturities of the 1994 Certificates as shown does not exceed the fair market prices or yields as of the Sale Date. 3. As of the date of this certificate, all of the 1994 Certificates listed have actually been offered to the general public at such prices. 4. At least 10% of each maturity of the 1994 Certificates has been sold at the prices shown herein. 5. The aggregate reoffering price of all the 1994 Certificates to the general public, may not exceed 102 percent (102%) of the total price bid for the 1994 Certificates as it may have been adjusted by the County in accordance with the Official Notice of Sale. Maturity Date Aunust 1 Price Dated: 1994 By: Title: SF2-32596.2 A-1 40511-93-PCM-07/11194 DRAFT 7/11/94 Recording requested by and return to. COUNTY OF CONTRA COSTA aCO. c/o Orrick, Herrington & Sutcliffe Old Federal Reserve Bank Building400 Sansome Street `��San Francisco, California 94111 CLERK BOARAttention: Philip C. MorganCONT FACILITY LEASE (VARIOUS CAPITAL FACILITIES) by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of August 1, 1994 SF2-32639.2 40511-93-PCM-07111194 I TABLE OF CONTENTS Page PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . PREAMBLES . . . . . . . . . . . . . . . . . . . . . . . . . ARTICLE I DEFINITIONS SECTION 1. 01. Definitions . . . . . . . . . . . . . . . . ARTICLE II LEASE OF DEMISED PREMISES AND PROJECT; TERM SECTION 2 .01. Lease of Demised Premises and Project . . . 7 SECTION 2 . 02 . Term; Occupancy . . . . . . . . . . . . . . 7 SECTION 2 . 03 . Substitution . . . . . . . . . . . . . . . 8 ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3 . 01. Base Rental Payments . . . . . . . . . . . 9 SECTION 3 . 02 . Additional Payments . . . . . . . . . . . . 10 SECTION 3 . 03 . Fair Rental Value . . . . . . . . . . . . . 12 SECTION 3 . 04 . Payment Provisions . . . . . . . . . . . . 12 SECTION 3 .05 . Appropriations Covenant . . . . . . . . . . 13 SECTION 3 . 06. Rental Abatement . . . . . . . . . . . . . 14 SECTION 3 .07. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Investments . . . . . . . . . 14 ARTICLE IV CONSTRUCTION OF THE PROJECT; MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01. Design, Approval and Construction of Project Phase I . . . . . : : * * * , * * * ,.* . . . 16 SECTION 4 . 02 . Maintenance and Utilities . . . . .* . . . . 16 SECTION 4 . 03 . Changes to the Project . . . . . . . . . 16 SECTION 4 . 04 . Installation of County' s Equipment . . . . 17 ARTICLE V INSURANCE SECTION 5 . 01 . Fire and Extended Coverage Insurance 17 SECTION 5 . 02 . Liability Insurance . . . . . . . . . . . . 19, SECTION 5 . 03 . Rental Interruption or Use and Occupancy Insurance . . . . . . . . . . . . . . . . . 20 SECTION 5 . 04 . Worker' s Compensation . . . . . . . . . . . 21 SF2-32639.2 i 40511-93-PCM-07/11/94 Pane . SECTION 5 . 05 . Title Insurance . . . . . . . . . . . . . . 21 SECTION 5 . 06 . Insurance Proceeds; Form of Policies . . . 21 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6 . 01. Defaults and Remedies . . . . . . . . . . . 22 SECTION 6 . 02 . Waiver . . . . . . . . . . . . . . . . . . 27 ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7.01. Eminent Domain . . . . . . . . . . . . . . 27 SECTION 7 . 02 . Prepayment . . . . . . * * * * * * * * * * 27 SECTION 7. 03 . Option to Purchase; Sale of Personal Property 29 ARTICLE VIII COVENANTS SECTION 8 . 01. Right of Entry . . . . . . . . . . . . . . 30 SECTION 8 . 02 . Liens . . . . . . . . . . . . . . . . . . . 30 SECTION 8 . 03 . Quiet Enjoyment . . . . . . . . . . . . . . 31 SECTION 8 . 04 . Corporation Not Liable . . . . . . . . . . 31 SECTION 8 . 05 . Assignment and Subleasing . . . . . . . . . 32 SECTION 8 .06 . Title to Project . . . . . . . . . . . . . 32 SECTION 8 . 07. Tax Covenants . . . . . . . . . . . . . . . 32 SECTION 8.08 . Corporation' s Purpose . . . . . . . . . . . 33 SECTION 8 . 09 . Purpose of Lease . . . . . . . . . . . . . 33 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE PROJECT SECTION 9 . 01. Disclaimer of Warranties . . . . . . . . . 34 SECTION 9 . 02 . Vendor' s Warranties . . . . . . . . . . . . 34 SECTION 9 . 03 . Use of the Project . . . . . . . . . . . . 34 ARTICLE X MISCELLANEOUS SECTION 10 .01. Law Governing . . . . . . . . . . . . . . 35 SECTION 10 . 02 . Notices . . . . . . . * * * , * * * * * * 35 SECTION 10 . 03 . Validity and Severability . . . . . . . . 35 SECTION 10 . 04 . Net-Net-Net Lease . . . . . . . . . . . . 36 SECTION 10 . 05 . Taxes . . . . . . . . . . . . . . . . . . 36 SECTION 10 .06 . Section Headings . . . . . . . . . . . . . 37 SF2-32639.2 i i 40511-93-PCM-07/11/94 Paqe SECTION 10 . 07. Amendment or Termination . . . . . . . . . 37 SECTION 10 . 08 . Execution . . . . . . . . . . . . . . . . 37 Execution . . . . . . . . . . . . . . . . . . . . . . . . . 39 Exhibit A Project Phases I, II, III, and IV . . . . A-1 Exhibit B Base Rental Payment Schedules for Project Phases I, II, III, and IV B-1 Exhibit C Project Phases I, II, III, and IV Facilities . . . . . . . . . . . . . . . C-1 Acknowledgements SF2-32639.2 1 i 1 40511-93-PCM-07/11/94 FACILITY LEASE This Facility Lease, dated as of August 1, 1994, by and between 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, as lessor, and the COUNTY OF CONTRA COSTA (the "County") , a body corporate and politic and a political subdivision of the State of California, as lessee; W I T N E S S E T H In consideration of the mutual covenants herein, the parties hereto 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 of this Lease, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. Additional Payments The term "Additional Payments" means all amounts payable to the Corporation or the Trustee or any other person from the County as Additional Payments pursuant to Section 3 . 02 hereof. Base Rental Payments The term "Base Rental Payments" means all amounts payable to the Corporation from the County as Base Rental Payments pursuant to Section 3 . 01 hereof. Base Rental Payment Schedule The term "Base Rental Payment Schedule" means the schedule of Base Rental Payments payable to the Corporation from the County pursuant to Section 3 . 01 hereof and attached hereto as Exhibit B. SF2-32639.2 40511-93-PCM-07/11/94 A. Certificate Reserve Fund The term "Certificate Reserve Fund" means the Facility Lease Certificate Reserve Fund established pursuant to Section 3 . 07 hereof . Certificate Reserve Fund Requirement The term "Certificate Reserve Fund Requirement" means the sum of the portions of the Certificate Reserve Fund Requirement applicable to all Outstanding Series of Certificates . The portion of the Certificate Reserve Fund Requirement applicable to the 1994 Certificates is $ _. The portion of the Certificate Reserve Fund Requirement applicable to each subsequent Outstanding series of Certificates is the least of (i) the maximum amount of Base Rental Payments remaining to be made by the County pursuant to this Lease during any twelve-month period ending on August I and attributable to such subsequent series of Certificates, (ii) 125% of the average of all such . remaining annual Base Rental Payments, and (iii) 10% of the proceeds derived from the sale of such subsequent series of Certificates; provided, however, that all or a part of such Certificate Reserve Fund Requirement may be provided by a policy of insurance issued by a municipal bond insurance company obligations insured by which have a rating by Moody' s Investors Service and by Standard and Poor' s Corporation which is in one of the two highest ratings then issued by said rating agencies or by a Letter of Credit issued by a Qualified Bank. Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement. Code The term "Code" means the Internal Revenue Code of 1986. Contractors The term "Contractors" means the construction contractors for any Subsequent Phase of the Project and any successor or successors to any thereof . Corporation The term "Corporation" means (i) Contra Costa County Public Facilities Corporation, acting as lessor hereunder; (ii) any surviving, resulting or transferee entity; and SF2-32639.2 2 40511-93-PCM-07/11194 (iii) except where the context requires otherwise, any assignee of the Corporation. County The term "County" means the County of Contra Costa, California, a body corporate and politic and a political subdivision of the State of California. Demised Premises The term "Demised Premises" means that certain real property situated in the County of Contra Costa, State of California, described in Exhibit A attached hereto and made a part hereof, together with any additional real property added thereto by any supplement or amendment hereto; subject, however, to any conditions, reservations, and easements of record or known to the County. Event of Default The term "Event of Default" shall have the meaning specified in Section 6 . 01 hereof. Lease The term "Lease" means this lease, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and of the Trust Agreement. Lease Fund The term "Lease Fund" means the fund of that name established in Section 3 . 07 hereof. Letter of Credit The term "Letter of Credit" means an irrevocable and unconditional letter of credit, a standby purchase agreement, a line of credit or other similar credit arrangement issued by a Qualified Bank to provide all or a portion of the Certificate Reserve Fund Requirement and submitted to and reviewed and approved by Moody' s Investors Service and Standard & Poor' s Corporation. Moody' s Investors Service The term "Moody' s Investors Service" means Moody' s Investors Service, Inc. , a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such SF2-32639.2 3 40511-93-PCM-07/11/94 corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody' s Investors Service" shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. 1994 Certificates The term 111994 Certificates" means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement, the proceeds of which are for the acquisition and improvement of Project Phases I, II, III and IV. Outstanding The term "Outstanding, " when applied to Certificates, shall have the meaning ascribed to such term in the Trust Agreement. Permitted Encumbrances "Permitted Encumbrances" means (1) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the County may, pursuant to this Lease, permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date of recordation of this Lease in the office of the County Recorder of the County and which the County certifies in writing will not materially impair the use of the Demised Premises; (3) this Lease, as it may be amended from time to time; (4) the Trust Agreement, as it may be amended from time to time; (5) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (6) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions to which the Corporation and the County consent in writing; and (7) [lien of construction lender and existing leases] . Permitted Investments The term "Permitted Investments" shall have the meaning ascribed to such term in the Trust Agreement. Phase of the Project The term "Phase of the Project" means Project Phases I, II, III and IV or such Subsequent Phase of the Project to which reference is made. SF2-32639.2 4 40511-93-PCM-07/11/94 Pro!ect The term "Project" means Project Phases I, II, III and IV and all Subsequent Phases of the Project. Project Phase I The term "Project Phase I" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof . Prosect PhaseII The term "Project Phase III' means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 .01 hereof. Prolect Phase III The term "Project Phase III" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof. Prolect Phase IV The term "Project Phase IV" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 .01 hereof. Qualified Bank The term "Qualified Bank" means a state or national bank or trust company or savings and loan association or a foreign bank with a domestic branch or agency which is organized and in good standing under the laws of the United States or any state thereof or any foreign country, which has a capital and surplus of $25, 000, 000 or more, which has an uncollateralized unsecured short term debt rating by Moody' s Investors Service of at least IIP-111 and by Standard & Poor' s Corporation of at least "A-1+11 and which has an uncollateralized unsecured long term debt SF2-32639.2 5 40511-93-PCM-07/11/94 rating by Moody' s Investors Service of at least "Aa" and by Standard & Poor' s Corporation of at least 11AA11 at the time of issuance of the Letter of Credit. Standard & Poor' s Corporation The term "Standard & Poor's Corporation" means Standard & Poor' s Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer , perform the functions of a securities rating agency, then the term Standard & Poor' s Corporation shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. Subsequent Phase of the Project The term "Subsequent Phase of the Project" means any and all facilities and buildings whether within or without the County and all additions, extensions or improvements thereto hereafter added to the Project and hereafter described by an amendment or supplement hereto. Supplemental Trust Agreement The term "Supplemental Trust Agreement" means any .- supplement or amendment to the Trust Agreement hereafter duly authorized and entered into between the Corporation, the County and the Trustee in accordance with the provisions of the Trust Agreement. Tax Certificate The term "Tax Certificate" shall have the meaning ascribed to such term in the Trust Agreement. Trust Agreement The term "Trust Agreement" means the trust agreement dated as of August 1, 1994, by and among the Trustee, the Corporation and the County, pursuant to which the Trustee will execute and deliver the 1994 Certificates, as originally executed or as it may from time to time be supplemented, modified or amended by a Supplemental Trust Agreement entered into pursuant to the provisions of the Trust Agreement. Trustee The term "Trustee" means Meridian Trust Company of California, appointed as trustee pursuant to the Trust Agreement, and any successor appointed under the Trust Agreement. SF2-32639.2 6 40511-93-PCM-07/11/94 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 its Vice President or its Treasurer or its Assistant Treasurer or its Secretary or an Assistant Secretary or by any other person (whether or not an officer of the Corporation) who is specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. 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 his designee, 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 in writing to the Trustee for that purpose. ARTICLE II LEASE OF DEMISED PREMISES AND PROJECT; TERM SECTION 2 .01. Lease of Demised Premises and Proiect. The Corporation hereby leases to the County and the County hereby leases from the Corporation the Demised Premises and the Project located thereon, subject, however, to all easements, encumbrances, and restrictions that exist at the time of the commencement of the term of this Lease. The County hereby agrees and covenants during the term of this Lease that, except as hereinafter provided, it will use the Project for public and County purposes so as to afford the public the benefits contemplated by this Lease. SECTION 2 . 02 . Term; Occupancy. The term of this Lease shall commence on the date of recordation of this Lease in the office of the County Recorder of Contra Costa County, State of California, or on October 1, 1994, whichever is earlier, and shall end on August 1, _, unless such term is extended or sooner terminated as hereinafter provided. If on August 1, the Certificates shall not be fully paid, or if the rental payable hereunder shall have been abated at any time and for any reason, then the 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 August 1, _- If prior to August 1, _ all Certificates shall be fully paid, or provision therefor made, the term of this Lease shall end ten (10) days thereafter or ten (10) days after written notice by the County to the Corporation, whichever is earlier. SF2-32639.2 7 40511-93-PCM-07/11/94 [Describe expected occupancy dates. ] If the Corporation, for any reason whatsoever, cannot deliver possession of Project Phases I, II, III and IV to the County by , this Lease shall not be void or voidable, nor shall the Corporation be liable to the County for any loss or damage resulting therefrom; but in that event the rent payable hereunder shall be abated proportionately, in the proportion which the construction cost of the part or parts of Project Phases I, II, III and IV not yet delivered to the County bears to the construction cost of the entire Project, with respect to the period between and the time when the Corporation delivers possession, except to the extent of amounts held by the Trustee in the Lease Fund or in the Certificate Reserve Fund or otherwise available to the Trustee for payments in respect of the Certificates. SECTION 2.03 . Substitution. The County and the Corporation may substitute real property as part of the Demised Premises and the Project for purposes of this Lease, but only after the County shall have filed with the Corporation and the Trustee, with copies to each rating agency then providing a rating for the Certificates, all of the following: (a) Executed copies of this Lease or amendments thereto containing the amended description of the Project and the Demised Premises, including the legal description of the Demised Premises as modified if necessary. (b) A Certificate of the County with copies of this Lease, if needed, or amendments thereto containing the amended description of the Project and the Demised Premises stating that such documents have been duly recorded in the official records of the County Recorder of the County. (c) A Certificate of the County, accompanied by a written appraisal from a qualified appraiser, who may but need not be an employee of the County, evidencing that the annual fair rental value of the Project and the Demised Premises which will constitute the Project and the Demised Premises after such substitution (which may be based on the construction or acquisition cost or replacement cost of such facility to the County) will be at least equal to 100% of the maximum amount of Base Rental Payments becoming due in the then current year ending August 1 or in any subsequent year ending August 1. (d) (i) A title insurance policy or policies or a commitment for such policy or policies or an amendment SF2-32639.2 8 40511-93-PCM-07/11/94 or endorsement to an existing policy or policies resulting in title insurance with respect to the Demised Premises after such substitution in an amount at least equal to the amount of such insurance provided with respect to the Demised Premises prior to such substitution. (ii) An Opinion of Counsel (as such term is defined in the Trust Agreement) or Certificate of the County stating that, based upon review of such instruments, certificates or any other matters described in such Opinion of Counsel or Certificate of the County,, the County has good merchantable title to the Project and the Demised Premises which will constitute the Project and the Demised Premises after such substitution. The term "Good Merchantable Title" shall mean such title, as in the Opinion of Counsel or Certificate of the County is satisfactory and sufficient for the needs and operations of the County, subject only to Permitted Encumbrances. (e) A Certificate of the County stating that such substitution does not adversely affect the County' s use and occupancy of the Project and the Demised Premises . (f) An Opinion of Counsel (as such term is defined in the Trust Agreement) stating that such amendment or modification W is authorized or permitted by the Constitution and laws of the State and this Lease; (ii) complies with the terms of the Constitution and laws of the State and of this Lease; (iii) will, upon the execution and delivery thereof, be valid and binding upon the Corporation and the County in accordance with its terms; and (iv) will not cause the interest represented by the Certificates to be included in gross income for federal income tax purposes. ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3 . 01. Base Rental Payments. The County agrees to pay to the Corporation, as Base Rental Payments for the use and occupancy of the Project and the Demised Premises (subject to the provisions of Sections 3 .04, 3 .06 and 7.01 of this Lease) annual rental payments with principal and interest components, the interest components being payable semi-annually, in accordance with the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. Base Rental Payments shall be calculated on an annual basis, for the twelve-month periods commencing on August 1 and ending on July 31, and each annual SF2-32639.2 9 40511-93-PCM-07111/94 r Base Rental shall be divided into two interest components, payable on January 15 and July 15 of each rental payment period, and one principal component, payable on July 15 of each rental payment period (commencing on July 15, 19_) , except that the first Base Rental Payment period shall commence on the date of recordation of this Lease or a memorandum thereof in the office of the County Recorder of Contra Costa County and shall end on July 31, 1995 . Each Base Rental Payment installment shall be payable on the fifteenth (15th) day of the month immediately preceding its due date and any interest or other income with respect thereto accruing prior to such due date shall belong to, the County and shall be returned by the Corporation to the County on 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, computed on the basis of a 360-day year composed of twelve 30-day months. Each annual payment of Base Rental (to be payable in installments as aforesaid) shall be for the use of the Demised Premises and the Project following completion of construction thereof for the twelve-month period commencing on August 1 of the period in which such installments are payable. If the term of this Lease shall have been extended pursuant to Section 2 .02 hereof, Base Rental Payment installments shall continue to be due on February 1 and August 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of termination of this Lease. Upon such extension of this Lease, the County shall deliver to the Trustee a Certificate setting forth the extended rental payment schedule, which schedule shall establish the principal and interest components of the Base Rental Payments 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 on August 1, SECTION 3 .02 . Additional Payments. The County shall also pay such amounts (herein called the "Additional Payments" ) 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, its interest in the Demised Premises and the lease of the Demised Premises and the Project 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 the Project, 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 SF2-32639.2 10 40511-93-PCM-07/11/94 the Trust Agreement, fees of auditors, accountants, attorneys or architects, 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; but not including in Additional Payments amounts required to pay the principal or interest represented by the Certificates. Such Additional Payments shall be billed to the County by the Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Corporation or by the Trustee on behalf of the Corporation, for one or more of the items above described, or that such amount is then payable by the Corporation or the Trustee for such items. Amounts so billed shall be paid by the County to the billing party within 15 days after receipt of the bill by the County. The County reserves the right to audit billings for Additional Payments although exercise of such right shall in no way affect the duty of the County to make full and timely payment for all Additional Payments. Any payments of Additional Payments not expended upon receipt by the Trustee shall be held by the Trustee in the Trust Administration Fund pursuant to the Trust Agreement. The Corporation has issued and may in the future issue bonds and has entered into and may in the future enter into leases to finance facilities other than the Demised Premises and the Project. The administrative costs of the Corporation shall be allocated among said facilities and the Project, as hereinafter in this paragraph provided. The fees of the Trustee under the Trust Agreement, and any other expenses directly attributable to the Project shall be included in the Additional Payments payable hereunder. 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 the Project, shall not be included in the administrative costs of the Project and shall not be paid from the Additional Payments 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 the Project, 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, with the approval of the County Administrator of the County, or by a Deputy County Administrator of the County, or the Supervising Architectural Engineer of the County, or a duly authorized representative of the County, endorsed thereon, in SF2-32639.2 11 40511-93-PCM-07/11/94 making any determination that costs are payable as Additional Payments 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 the Project. SECTION 3 . 03 . Fair Rental Value. Such payments of Base Rental Payments for each rental period during the term of this Lease shall constitute the total rental for said rental period and shall be paid by the County in each rental payment period for and in consideration of the right of use and occupancy of, and continued quiet use and enjoyment of, the Demised Premises and, following completion of construction, each Phase of the Project during each such period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental payable for each twelve-month period beginning August 1 represents the fair rental value of the Demised Premises and the Project for each such period. In making such determination, consideration has been given to costs of acquisition, design, construction and financing of the Project, other obligations of the parties under this Lease, the uses and purposes which may be served by the Project and the benefits therefrom which will accrue to the County and the general public. SECTION 3 .04. Payment Provisions. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Corporation at the corporate trust office of the Trustee in Los Angeles, California, or such other place as the Corporation shall designate. Any such installment of rental accruing hereunder which shall not be paid when due and payable under the terms of this Lease shall bear interest at the rate of twelve percent (12t) per annum, or such lesser rate of interest as may be permitted by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Corporation and the County, the County shall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said rental payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent rental payments due hereunder or refunded at the time of such determination. Amounts required to be deposited by the County with the Trustee pursuant to this Section on any date shall be reduced to the extent of amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund and available therefor. All payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components of the Base Rental Payments due hereunder and thereafter to all Additional Payments due hereunder, but no such application of any payments which are less SF2-32639.2 12 40511-93-PCM-07/11/94 than the total rental due and owing shall be deemed a waiver of any default hereunder. Rental is subject to abatement as provided in Section 3 . 06 . Nothing contained in this Lease shall prevent the County from making from time to time contributions or advances to the Corporation for any purpose now or hereafter authorized by law, including the making of repairs to, or the restoration of, the Project in the event of damage to or the destruction of the - Project. SECTION 3 .05 . Appropriations Covenant. The County covenants to take such action as may be necessary to include all such Base Rental Payments and Additional Payments due hereunder in its annual budgets, to make necessary annual appropriations for all such Base Rental Payments and Additional Payments as shall be required to provide funds in such year for such Base Rental Payments and Additional Payments. The County will deliver to the Corporation and the Trustee within sixty (60) days of adoption of the County budget a Certificate of the County stating that the budget as adopted appropriates all moneys necessary for the payment of Base Rental Payments and Additional Payments hereunder. 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. The Corporation and the County understand and intend that the obligation of the County to pay Base Rental Payments and Additional Payments hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the County, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the County. Base Rental Payments and Additional Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or on deposit in the Lease Fund or Certificate Reserve Fund or otherwise legally available for the purpose of paying Base Rental Payments and Additional Payments or other payments due hereunder as consideration for use of the Project. This Lease shall not create an immediate indebtedness for any aggregate payments which may become due hereunder in the event that the term of the Lease is continued. The County has not pledged the full faith and credit of the County, the State of California or any agency or department thereof to the payment of SF2-32639.2 13 40511-93-PCM-07111/94 the Base Rental Payments and Additional Payments or any other payments due hereunder. SECTION 3 . 06 . Rental Abatement. Except to the extent of amounts held by the Trustee in the Lease Fund or in the Certificate Reserve Fund or otherwise available to the Trustee for payments in respect of the Certificates, the Base Rental Payments shall be abated proportionately, during any period in which by reason of any damage or destruction (other than by condemnation which is hereinafter provided for) there is substantial interference with the use and occupancy of the Demised Premises and the Project by the County, in the proportion in which the initial cost of that portion of the Demised Premises and the Project rendered unusable bears to the initial cost of the whole of the Demised Premises and the Project. 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 3 .07 . Use of Proceeds; Lease Fund; Certificate Reserve Fund• Investments. (a) Use of Proceeds . The parties hereto agree that the proceeds of the Certificates will be used to finance the acquisition, design, construction and financing of the Project, to establish the Lease Fund and the Certificate Reserve Fund hereinafter referred to and the Trust Administration Fund referred to in the Trust Agreement 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, upon the sale and delivery of the 1994 Certificates a sum (which shall include the amount of accrued interest received by the Trustee upon the sale of the Certificates) equal to the Base Rental Payments due from the County to the Corporation from to and including . shall be paid directly to the Trustee for deposit in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Facility Lease (Various Capital Facilities) Lease Fund" (herein called the "Lease Fund") . The Trustee shall maintain the Lease Fund and apply the moneys on deposit therein for payment of the Base Rental Payments due from the County on to and including , as shown in the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. On such date as no funds remain in the Lease Fund, the Lease Fund shall be closed. On February 1 and August 1 of each year, the Trustee shall transfer any earnings on investments of money in the Lease SF2-32639.2 14 40511-93-PCM-07111/94 Fund to the Acquisition and Construction Fund established pursuant to Section 3 .02 (5) of the Trust Agreement. The County hereby pledges and grants a lien on and a security interest in the Lease Fund to the Corporation in order to secure the County' s obligation to pay the Base Rental Payments as herein provided. (c) Certificate Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Corporation further agrees to cause to be paid to the County upon the sale and delivery of the 1994 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 "Facility Lease (Various Capital Facilities) 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 if such February or August is prior to the date of receipt by the Trustee of a Certificate of the County stating that the construction of the relevant Phase of the Project has' been substantially completed, in which event the Trustee shall transfer such portion to the Acquisition and Construction Fund established pursuant to Section 3 .02 (4) of the Trust Agreement. Except for such withdrawals, the County agrees that the Trustee shall 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 3 .06 hereof or when other moneys of the County are not otherwise available to make such Base Rental Payments . The County hereby pledges and grants a lien on and a security interest in the Certificate Reserve Fund to the Corporation in order to secure the County' s obligation to pay the Base Rental Payments as herein provided. The County further agrees that if at any time the balance in the Certificate Reserve Fund shall be reduced below the Certificate Reserve Fund Requirement, the first payments of Base Rental Payments thereafter payable by the County and not needed to pay Base Rental interest and principal components payable to the Certificate Owners on the next Base Rental due date shall be used to increase the balance in the Certificate Reserve Fund to the required Certificate Reserve Fund Requirement . At the termination of this Lease in accordance with its terms, any balance remaining in the Certificate Reserve Fund shall be released from the foregoing pledge, lien and security SF2-32639.2 15 40511-93-PCM-07/11/94 interest and may be transferred to such other fund or account of the County, or otherwise used by the County for any other lawful purposes, as the County may direct. (d) Investments. Upon the Written Request of the County any moneys held by the Trustee in the Lease Fund shall be invested by the Trustee in Permitted Investments (as that term is defined in the Trust Agreement) which will mature on or before the date such funds are needed for expenditure from such fund. Upon the written Request of the County any moneys held by the Trustee in the Certificate Reserve Fund shall be invested by the Trustee in Permitted Investments which will mature on or before the date of the last scheduled Base Rental Payment. If no such Written Request is filed with the Trustee, the Trustee shall invest such moneys in Permitted Investments described in clauses (1) and (9) of the definition thereof. ARTICLE IV CONSTRUCTION OF THE PROJECT; MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01. Design. Approval and Construction of Project Phase I. [to come] SECTION 4 .02 . Maintenance and Utilities. During such time as the County is in possession of the Demised Premises and the Project, all maintenance and repair, both ordinary and extraordinary, of the Project shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of the Project in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to the Project, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Project resulting from ordinary wear and tear or want of care on the part of the County or any assignee or sublessee thereof 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 the Project. In exchange for the rental herein provided, the Corporation agrees to provide only the Demised Premises and the Project. SECTION 4 . 03 . Changes to the Project. Subject to Section 8 . 02 hereof, the County shall, at its own expense, have the right to remodel the Project or to make additions, modifications and improvements to the Project and the Demised SF2-32639.2 16 40511-93-PCM-07/11194 Premises. All such additions, modifications and improvements shall thereafter comprise part of the Project and the Demised Premises and be subject to the provisions of this Lease. Such additions, modifications and improvements shall not in any way damage the Project or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Project, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Project immediately prior to the making of such additions, modifications and improvements. SECTION 4 . 04 . Installation of County's Equipment. The County and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Project and the Demised Premises. All such items shall remain the sole property of such party, in which neither the Corporation nor the Trustee shall have any interest, and may be modified or removed by such party at any time provided that such party shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the County from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor' s lien or security agreement as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Project or Demised Premises . ARTICLE V INSURANCE SECTION 5 . 01. Fire and Extended Coverage Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease (but during the period of construction of any Phase of the Project only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4.01 hereof or in the corresponding section of an amendment hereto) , insurance against loss or damage to any structures constituting any part of the Project by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance and sprinkler system leakage insurance. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of the Project, excluding the cost of excavations, of grading and filling, and of the land (except that SF2-32639.2 17 40511-93-PCM-07111/94 such insurance may be subject to deductible clauses for any one loss of not to exceed $5, 000) , or, in the alternative, shall be in an amount and in a form sufficient (together with moneys in the Certificate Reserve Fund referred to in Section 3 . 07 (c) hereof) , in the event of total or partial loss, to enable all Certificates then Outstanding to be prepaid. In the event of any damage to or destruction of any part of the Project, caused by the perils covered by such insurance, the Corporation, except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Project, and the Trustee shall hold said proceeds separate and apart from all other funds, in a special fund to be designated the "Insurance and Condemnation Fund, " to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Project to at least the same good order, repair and condition as they were 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 Corporation, stating that the Corporation has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such moneys were expended, or such liabilities were incurred, and containing the additional information required to be included in a Written Request of the Corporation prepared pursuant to Section 3 .03 of the Trust Agreement. 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 5.02 of the Trust Agreement. Alternatively, the Corporation, at its option, with the written consent of the County, and if the proceeds of such insurance together with any other moneys then available for the purpose are at least sufficient to prepay an aggregate principal amount represented by Outstanding Certificates, equal to the amount of Outstanding Certificates attributable to the portion of the Project so destroyed or damaged (determined by reference to the proportion which the construction cost of such portion of the Project bears to the construction cost of the Project) , may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Project and thereupon shall cause said proceeds to be used for the prepayment of Outstanding Certificates pursuant to the provisions of the Trust Agreement. The Corporation and the County shall promptly apply for Federal disaster aid or State of California disaster aid in the event that the Project is damaged or destroyed as a result of an earthquake occurring at any time. Any proceeds received as a result of such disaster aid shall be used to repair, reconstruct, restore or replace the damaged or destroyed portions of the . SF2-32639.2 18 40511-93-PCM-07/11194 Project, or, at the option of the County and the Corporation, to prepay Outstanding Certificates if such use of such disaster aid is permitted. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County, with the written consent of the Corporation, 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 coverage for the risks required to be insured against, in light of all circumstances, giving consideration to , cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. Before such other method or plan may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, there shall be filed with the Trustee a certificate of an actuary, 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 reasonable coverage for the risks required to be insured against. There shall also be filed a Certificate of the County setting forth the details of such substitute method or plan. In the event of loss covered by any such self insurance method, the liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund or funds created under such method. SECTION 5 .02 . 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 (but during the period of construction of any Phase of the Project only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4 . 01 hereof or in the corresponding section of an amendment hereto) , a standard comprehensive general liability insurance policy or policies in protection of the Corporation and its members, 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 the Project, 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 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. SF2-32639.2 19 40511-93-PCM-07111/94 As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County, with the written consent of the Corporation, 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 Corporation, its members, 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 public entities in the State of California other than the County. Before such other method or plan may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, 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 reasonable protection to the Corporation, its members, 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 County setting forth the details of such substitute method or plan. SECTION 5 .03 . Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained (but during the period of construction of any Phase of the Project only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4.01 hereof or in the corresponding section of an amendment hereto) , rental interruption or use and occupancy insurance to cover loss, total or partial, of the rental income from or the use of the Project as the result of any of the hazards covered by the insurance required by Section 5 . 01 hereof, in an amount sufficient to pay the part of the total rent hereunder attributable to the portion of the Project rendered unusable (determined by reference to the proportion which the construction cost of such portion bears to the construction cost of the Project) 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) . 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 .01 (to the extent required for the payment of Base Rental) and in Section 3 . 02 (to the extent required for the payment of Additional Payments) . As an alternative to providing the insurance required by the first paragraph of this Section, the County, with the SF2-32639.2 20 40511-93-PCM-07/11/94 written consent of the Corporation, may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall require that a self insurance fund be maintained and accounted for on a separate basis by the County and that such self insurance fund shall be at least fully funded for the risks required to be insured against. Before such other method or plan may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, there shall be filed with the Trustee a certificate of an actuary, 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. There shall also be filed a Certificate of the County setting forth the details of such substitute method or plan. In the event of loss covered by any such self insurance method, the liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund created under such method. SECTION 5 . 04. Worker' s Compensation. The County shall also maintain worker' s compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure its employees against liability for compensation under the Worker' s Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto. As an alternative, such insurance may be maintained as part of or in conjunction with any other insurance carried by the County. Such insurance may be maintained by the County in the form of self-insurance with th6 prior written consent of the Corporation. SECTION 5 .05 . Title Insurance. The County shall obtain upon the execution and delivery of this Lease title insurance on the Demised Premises, in an amount equal to the aggregate principal amount of the 1994 Certificates, issued by a company of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. SECTION 5 . 06. Insurance Proceeds• Form of Policies. All policies of insurance required by Sections 5.01 and 5.03 hereof shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender' s loss payable endorsement substantially in accordance with the form approved by the Insurance Services Office and the California 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 5.01 and 5.03 . 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 SF2-32639.2 21 40511-93-PCM-07111194 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 the promptly furnish evidence of such payments to the Corporation. The County will deliver to the Corporation and the Trustee on or before September 15 in each year a written Certificate of an officer of the County stating whether such policies satisfy the requirements of this Lease, 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, and, if any self-insurance program is being provided, the W annual report of an actuary, independent insurance consultant or other qualified person containing the information required for such self-insurance program and described in Sections 5 . 01, 5 . 02 and 5 . 04 and (ii) the annual report of an actuary, independent insurance consultant or other qualified person containing the information required for the self insurance program described in Section 5.03 . Delivery to the Trustee of the certificate 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. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6 . 01. Defaults and Remedies . (a) If the County shall fail to pay any rental payable hereunder when the same becomes due, 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 for a period of thirty (30) days after notice of the same has been given to the County by the Corporation or the Trustee or for such additional time as is reasonably required, in the sole discretion of the Trustee, to correct the same, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an "Event of Default") , the County shall be deemed to be in default hereunder and it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease. Upon any such default, the Corporation, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: SF2-32639.2 22 40511-93-PCM-07/11/94 (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 the Demised Premises and the Project as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Demised Premises and the Project and remove all persons in possession thereof and all personal property whatsoever situated upon the Demised Premises and the Project and place such personal property in storage in any warehouse or other suitable place located within the County of Contra Costa, California. In the event of such termination, the County agrees to surrender immediately possession of the Demised Premises and the Project, without let or hindrance, and to pay the Corporation all damages recoverable at law that the Corporation may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon the Demised Premises and the Project and removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. Neither notice to pay rent or to deliver up possession of the Demised Premises or the Project given pursuant to law nor any entry or re-entry by the Corporation nor any proceeding in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Demised Premises and the Project nor the appointment of a receiver upon initiative of the Corporation to protect the Corporation' s interest under this Lease shall of itself * operate to terminate this Lease, and no termination of this Lease on account of default by the County shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Corporation shall have given written notice to the County of the election on the part of the Corporation to terminate this Lease. The County covenants and agrees that no surrender of the Demised Premises and the Project or of the remainder of the term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice. (2) Without terminating this Lease, (i) to collect each installment of rent as it becomes due and enforce any other terms or provision hereof to be kept or performed by the County, regardless of whether or not the County has abandoned the Project, or (ii) to exercise any and all rights of re-entry upon the Demised Premises and the Project. In the event the Corporation does not elect to terminate this Lease in the manner provided for in subparagraph (1) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, SF2-32639.2 23 40511-93-FCM-07/11/94 if the Demised Premises and the Project are not re-let, to pay the full amount of the rent to the end of the term of this Lease or, in the event that the Demised Premises and the Project are 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 Corporation may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified, and notwithstanding any entry or re-entry by the Corporation or suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such entry or re-entry or obtaining possession of the Demised Premises and the Project. Should the Corporation elect to enter or re-enter as herein provided, the County hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the County to re-let the Demised Premises and the Project, or any part thereof, from time to time, either in the Corporation' s name or otherwise, upon such terms and conditions and for such use and period as the Corporation may deem advisable, and to remove all persons in, possession thereof and all personal property whatsoever situated upon the Demised Premises and the Project and to place such personal property in storage in any warehouse or other suitable place located in the County of Contra Costa, California, for the account of and at the expense of the County, and the County hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Demised Premises and the Project and removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Corporation to re-let the Demised Premises and the Project and to do all other acts to maintain or preserve the Project as the Corporation deems necessary or desirable in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Corporation in effecting such re-letting shall constitute a surrender or termination of this Lease irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Lease shall vest in the Corporation to be effected in the sole and exclusive manner provided for in sub-paragraph (1) hereof . The County further waives the right to any rental obtained by the Corporation in excess of the rental herein specified and hereby conveys and releases such excess SF2-32639.2 24 40511-93-PCM-07111194 to the Corporation as compensation to the Corporation for its services in re-letting the Demised Premises and the Project or any part thereof. The County further agrees to pay the Corporation the cost of any alterations or additions to the Demised Premises and the Project necessary to place the Demised Premises and the Project in condition for re-letting immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of the Demised Premises and the Project as herein provided and all claims for damages that may result from the destruction of or injury to the Demised Premises and the Project 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 the Demised Premises and the Project. . (b) If (1) the County' s interest in this Lease or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Corporation, as hereinafter provided for, or (2) the County or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under, any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a - bankrupt, or is to be discharged from any or all of the County' s debts or obligations, or offers to the County' s creditors to effect a composition or extension of time to pay the County' s debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the County' s debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the County, or if a receiver of the business or of the property or assets of the County shall be appointed by any court, except a receiver appointed at the instance or request of the Corporation, or if the County shall make a general or any assignment for the benefit of the County' s creditors, or if (3) the County shall abandon or vacate the Demised Premises and the Project, then the County shall be deemed to be in default hereunder. (c) The Corporation shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Corporation shall have failed to perform such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by the County to the Corporation properly specifying wherein the Corporation has failed to perform SF2-32639.2 25 40511-93-PCM-07/11194 any such obligation. In the event of default by the Corporation, the County shall be entitled to pursue any remedy provided by law. (d) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default as described in this Section, the Corporation shall be entitled to proceed to protect and enforce the rights vested in the Corporation by this Lease or by law. The provisions of this Lease and the duties of the County and of its trustees, officers or employees shall be enforceable by the Corporation by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Corporation shall have the. right to bring the following actions: (1) Accounting. By action or suit in equity to require the County and its trustees, officers and employees and its assigns to account as the trustee of an express trust. (2) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Corporation. (3) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Corporation' s rights against the County (and its board, officers and employees) and to compel the County to perform and carry out its duties and obligations under the law and its covenants and agreements with the County as provided herein. I Each and all of the remedies given to the Corporation hereunder or by any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder shall not impair the right of the Corporation to other or further exercise thereof or the exercise of any or all other rights, powers or privileges. The term 'Ire-let" or "Ire-letting" as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Corporation of the Demised Premises and the Project. If any statute or rule of law validly shall limit the remedies given to the Corporation hereunder, the Corporation nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Corporation shall prevail in any action brought to enforce any of the terms and provisions of this Lease, the County agrees to pay a reasonable amount as and for attorney' s fees incurred by the Corporation in attempting to enforce any of the remedies available to the Corporation SF2-32639.2 26 40511-93-PCM-07/11/94 hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. SECTION 6. 02 . Waiver. Failure of the Corporation to take advantage of any default on the part of the County shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties 'in the course of administering this instrument be construed to waive or to lessen the right of the Corporation to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Corporation on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease. ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7.01. Eminent Domain. If the whole of the Demised Premises and the Project 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 the Project 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 rental due hereunder in an amount equivalent to the amount by which the annual payments of principal and interest represented by Certificates then Outstanding will be reduced by the application of the award in eminent 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 the Project or any portion thereof shall be paid to the Trustee and applied to the prepayment of the Base Rental Payments as provided in Section 7. 02 . Any such award made after all of the Base Rental Payments and Additional Payments have been fully paid, or provision therefor made, shall be paid to the to the County. SECTION 7.02 . Prepayment. (a) The County shall prepay on any date from insurance and eminent domain proceeds, to the extent provided in Sections 5 . 01, 5 .03 and 7.01 hereof (provided, however, that in the event of partial damage to or destruction of the Project caused by perils covered by insurance, if in the judgment of the Corporation the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed M-32639.2 27 40511-93-PCM-07/11/94 portion of the Project, such proceeds shall be held by the Trustee and used to repair, reconstruct or replace the damaged or destroyed portion of the Project, pursuant to the procedure set forth in Section 5 . 01 for proceeds of insurance) , all or any part (in an integral multiple of $5, 000) of the principal components of Base Rental Payments then unpaid so that the aggregate annual 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 annual 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 components prepaid plus accrued interest thereon to the date of prepayment, plus any applicable premium. (b) The County may prepay, from any source of available funds, all or any portion of Base Rental Payments by depositing with the Trustee moneys or securities as provided in Article X of the Trust Agreement sufficient to make such Base Rental Payments when due; provided that the County furnishes the Trustee with an opinion of Counsel that such deposit will not cause interest evidenced by and payable with respect to the Certificates to be includable in gross income for federal income tax purposes. The County agrees that if following such prepayment the Project and the Demised Premises are damaged or destroyed or taken by eminent domain, it is not entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and shall not be entitled to any reimbursement of such Base Rental Payments. (c) Before making any prepayment pursuant to this article, the County shall, within five (5) days following the event creating such right or obligation to prepay, give written notice to the Corporation and the Trustee describing such event and specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given. (d) When (1) there shall have been deposited with the Trustee at or prior to the due dates of the Base Rental Payments or date when the County may exercise its option to purchase the Project or any portion or item thereof, in trust for the benefit of the Owners of the Certificates and irrevocably appropriated and set aside to the payment of the Base Rental Payments or option price, sufficient moneys and Permitted Investments described in subsection (1) of the definition thereof in the Trust Agreement, not redeemable prior to maturity, the principal of and interest on which when due will provide money sufficient to pay all principal, premium, if any, and interest of the Base Rental Payments represented by the Certificates to the due date of the Base Rental Payments or date when the County may exercise its option to purchase the Project, as the case may be; and (2) an agreement shall have been entered into with the Trustee SF2-32639.2 28 40511-93-PCM-07/11/94 for the payment of its fees and expenses so long as any of the Certificates shall remain unpaid, then and in that event the right, title and interest of the Corporation herein and the obligations of the County hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Corporation and the obligation of the County to have such moneys and such Permitted Investments applied to the payment of the Base Rental Payments or option price) and the Corporation' s interest in and title to the Project or applicable portion or item thereof shall be transferred and conveyed to the County. In such event, the Corporation shall cause an accounting for such period or periods as may be requested by the County to be prepared and filed with the Corporation and evidence such discharge and satisfaction, and the Corporation shall pay over to the County as an overpayment of Base Rental Payments all such moneys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Investments as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses of the Trustee, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the payment of Base Rental Payments or the option price and the fees and expenses of the Trustee, and shall be applied by the Corporation to the payment of the Base Rental Payments or the option price and the fees and expenses of the Trustee. SECTION 7.03 . Option to Purchase; Sale of Personal Property. The County shall have the option to purchase the Corporation' s interest in any part of the Demised Premises and* the Project upon payment of an option price consisting of moneys or securities of the category specified in clause (1) of the definition of the term Permitted Investments contained in Section 1. 01 of the Trust Agreement (not callable by the issuer thereof prior to maturity) in an amount sufficient (together with the increment, earnings and interest on such securities) to provide funds to pay the aggregate amount for the entire remaining term of this Lease of the part of the total' rent hereunder attributable to such part of the Project (determined by reference to the proportion which the acquisition, design and construction cost of such part of the Project bears to the acquisition, design and construction cost of all of the Project) . Any such payment shall be made to the Trustee and shall be treated as rental payments and shall be applied by the Trustee to pay the interest and principal components of the Certificates and to prepay Certificates if such Certificates are subject to prepayment pursuant to the terms of the Trust Agreement. Upon the making of such payment to the Trustee, (a) the interest and principal components of each installment of Base Rental thereafter payable under this Lease shall be reduced by the amount thereof attributable to such part of the Project and theretofore paid pursuant to this Section, (b) Section 3 .06 and this Section of this Lease shall not thereafter be applicable to such part of the SF2-32639.2 29 40511-93-PCM-07/11/94 Project, (c) the insurance required by Sections 5 .01, 5 .02 and 5 . 03 of this Lease need not be maintained as to such part of the Project, and (d) title to such part of the Project and of the portion of the Demised Premises upon which such part of the Project is located shall vest in the County and the term of this Lease shall end as to the portion of the Demised Premises upon which such part of the Project is located and to such part of the Project. The County, in its discretion, may request the Corporation to sell or exchange any personal property which may • at any time constitute a part of the Project, 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 the Project, (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Corporation, exceed the amount of $50, 000, the Corporation shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant (satisfactory to the Corporation) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of the Project. In the event of any such sale, the full amount of the money or consideration received for the personal property so sold and released shall be paid to the Corporation. Any money so paid to the Corporation may, so long as the County is not in default under any of the provisions of this Lease, be used upon the Written Request of the County to purchase personal property, which property shall become a part of the Project leased hereunder. The Corporation may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. ARTICLE VIII COVENANTS SECTION 8 . 01. Right of Entry. The Corporation and its assignees shall have the right to enter upon and to examine and inspect the Project and the Demised Premises during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the Corporation' s or the County' s rights or obligations under this Lease, and (c) for all other lawful purposes . SECTION 8 . 02 . 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 SF2-32639.2 30 40511-93-PCM-07/11/94 performed or materials to be supplied, in or upon the Demised Premises or the Project, 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 the Project and shall keep the Demised Premises and the Project free of any and all mechanics' or materialmen' s liens or other liens against the Demised Premises or the Project or the Corporation' s interest therein. In the event any such lien attaches to or is filed against the Demised Premises or the Project or the Corporation' s interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so in good faith. 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 and discharge said judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Corporation and the Trustee and their respective members, directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorney's fees) as a result of any such lien or claim of lien against the Demised Premises or the Project or the Corporation' s interest therein. SECTION 8 .03 . Quiet Enjoyment . The parties hereto mutually covenant that the County, by keeping and performing the covenants and agreements herein contained and 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 the Project without suit, trouble or hindrance from the Corporation. SECTION 8 .04 . Corporation Not Liable. The Corporation and its members, directors, officers, agents and employees 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 and the Project. The County, to the extent permitted by law, shall indemnify and hold the Corporation and its members, directors, officers, agents and employees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the construction or operation of the Demised Premises or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on, or about the Demised Premises or the Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. SF2-32639.2 31 40511-93-PCM-07/11194 SECTION 8 .05 . Assignment and Subleasing. [Describe existing leases. ] Neither this Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Corporation, which, in the case of subletting, shall not be unreasonably withheld; provided such subletting shall not affect the tax-exempt status of the interest components of the Base Rental Payments payable by the County hereunder. 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 Payments and Additional Payments required hereunder. SECTION 8 .06. Title to Project. During the term of this Lease, the Corporation shall hold title to the Project and any and all additions which comprise fixtures, repairs, replacements or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the County and which may be removed without damaging the Project, and except for any items added to the Project by the County pursuant to Section 4.04 hereof. This provision shall not operate to the benefit of any insurance company if there is a rental interruption covered by insurance pursuant to Section 5.03 hereof. Upon the termination or expiration of this Lease (other than as provided in Sections 6. 01 and 7. 01 of this Lease) , title to the Project shall vest in' the County. Upon any such termination or expiration, the Corporation shall executed such- conveyances, deeds and other documents as may be necessary to effect such vesting of record. SECTION 8 . 07. Tax Covenants. The County and the Corporation will not make any use of the proceeds of the obligations provided herein or any other funds of the County or the Corporation which will cause such obligations to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code. The County and the Corporation will not make any use of the proceeds of the obligations provided herein or any other funds of the County or the Corporation which will cause such obligations to be "federally guaranteed" and subject to inclusion in gross income for federal income tax purposes by reason of Section 149 (b) of the Code. To that end, so long as any rental payments are unpaid, the County and the Corporation, with respect to such proceeds and such other funds, will comply with all requirements of such Sections 148 and 149 (b) 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. The County further covenants that it will not use or permit the use of the Project by any person not an "exempt SF2-32639.2 32 40511-93-PCM-(Y7/11/94 person" within the meaning of Section 141 (a) of the Code or by an "exempt person" (including the County) in an "unrelated trade or business" , in such manner or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. If at any time the County is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Trustee or the County or the Corporation under this Lease or the Trust Agreement, the County shall so instruct the Trustee or the appropriate officials of the County in writing, and the Trustee or the appropriate officials of the County, as the case may be, shall take such actions as may be necessary in accordance with such instructions. In furtherance of the covenants of the County set forth above, the County will comply with the Tax Certificate and will instruct the Trustee in writing as necessary to comply with the Tax Certificate. The Trustee and the Corporation may conclusively rely on any such written instructions, and the County hereby agrees to hold harmless the Trustee and the Corporation for any loss, claim, damage, liability or expense incurred by the Corporation for any actions taken by the Corporation in accordance with such instructions. The County and the Corporation shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest component of the Base Rental Payments will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. SECTION 8 . 08 . Corporation' s Purpose. The Corporation covenants that, prior to the discharge of this Lease, it will not engage in any activities inconsistent with the purposes for which the Corporation is organized, as set forth in the Corporation' s Articles of Incorporation, as filed in the office of the Secretary of State of the State of California and in effect on the date of this Lease. SECTION 8 .09 . Purpose of Lease. 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 the Project for public purposes and for the purposes for which the Project facilities are customarily used, (b) it will not vacate or abandon the Project or any part thereof, and (c) it will not make any use of the Demised Premises and the Project which would jeopardize in any way the insurance coverage required to be maintained pursuant to Article V hereof. SF2-32639.2 33 40511-93-PCM-Cr7/11194 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE PROJECT SECTION 9 .01. Disclaimer of Warranties. THE CORPORATION MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT, OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE CORPORATION IS NOT A MANUFACTURER OF THE PROJECT OR A DEALER THEREIN, THAT THE COUNTY LEASES THE PROJECT• . AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE COUNTY. In no event shall the Corporation be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or the County' s use of any item or products or services provided for in this Lease. SECTION 9 .02 . Vendor's Warranties. The Corporation hereby irrevocably appoints the County its agent and attorney-in-fact during the term of this Lease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Project, which the Corporation may have against the manufacturers, vendors and contractors of the Project. The County' s sole remedy for the breach of such warranty, indemnification or representation shall be against the manufacturer or vendor or contractor of the Project, and not against the Corporation, nor shall such matter have any effect- whatsoever on the rights and obligations of the Corporation with respect to this Lease, including the right to receive full and timely payments hereunder. The County expressly acknowledges that the Corporation makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the manufacturer, vendor or contractor. SECTION 9 .03 . Use of the Project. The County will not install, use, operate or maintain the Project improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease. The County shall provide all permits and licenses, if any, necessary for the installation and operation of the Project. In addition, the County agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of the Project) with all laws of the jurisdictions in which its operations may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Project; provided, however, that the County may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Corporation, adversely affect the estate of the SF2-32639.2 34 40511-93-PCM-07/11/94 Corporation in and to the Project or its interest or rights under this Lease. ARTICLE X MISCELLANEOUS SECTION 10 .01. Law Governing. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. SECTION 10 .02 . Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests, agreements or promises 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 mail, return receipt requested, postage prepaid: If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County Administration Building 651 Pine Street Martinez, California 94553 If to the Corporation: Contra Costa County Public Facilities Corporation c/o County Administrator County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Meridian Trust Company of California 650 California Street, San Francisco, California 94108 or to such other addresses as the respective parties may from time to time designate by notice in writing. A copy of any such notice or other document herein referred to shall also be delivered to the Trustee. SECTION 10 .03 . Validity and Severability. If for any reason this Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the Corporation or by the County, or 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 under SF2-32639.2 35 40511-93-PCM-07/11/94 which the rentals are to be paid by the County annually in consideration of the right of the County to possess, occupy and use the Demised Premises and the Project, and all of the rental and other terms, provisions and conditions of this Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 10 . 04. Net-Net-Net Lease. This Lease shall be deemed and construed to be a "net-net-net lease" and the County hereby agrees that the rentals provided for herein shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever. SECTION 10. 05 . Taxes. The County shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Corporation or affecting the Project and the Demised Premises or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the County shall be obligated to pay only such installments as are required to be paid during the term of this Lease as and when the same become due. The County shall also pay directly such amounts, if any, in each year as shall be required by the Corporation for the payment of all license and registration fees and all taxes (including, without limitation, income, excise, license, franchise, capital stock, recording, sales, use, value-added, property, occupational, excess profits and stamp taxes) , levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Corporation or the Trustee for filing in a timely manner any returns, hereinafter levied or imposed against the Corporation or the Project, the rentals and other payments required hereunder or any parts thereof or interests of the County or the Corporation or the Trustee therein by any governmental authority. The County may, at the County' s expense and in its name, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation or the Trustee shall notify the County that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Corporation in the Project and the Demised Premises will be materially endangered or the Project and the Demised Premises, or any part thereof, will be subject to SF2-32639.2 36 40511-93-PCM-07/11/94 loss or forfeiture, in which event the County shall promptly pay such taxes, assessments or charges or' provide the Corporation with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation and the Trustee. SECTION 10.06. 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 10 .07. Amendment or Termination. The Corporation and the County may at any time agree to the amendment or termination of this Lease; provided, however, that the Corporation and the County agree and recognize that this Lease is entered into in accordance with the terms of the Trust Agreement, and accordingly, that any such amendment or termination shall only be made or effected in accordance with and subject to the terms of the Trust Agreement. SECTION 10.08. Execution. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease. It is also agreed that separate counterparts of this Lease may separately be executed by the Corporation and the County, all with the same force and effect as though the same counterpart had been executed by both the Corporation and the County. SF2-32639.2 37 40511-93-PCM-07/11/94 IN WITNESS WHEREOF, the Corporation 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. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, as Lessor By President By Secretary COUNTY OF CONTRA COSTA, as Lessee B [SEAL] Chair of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By: Deputy Approved as to form: County Counsel SF2-32639.2 38 40511-93-PCM-07111/94 EXHIBIT A Project Phases ..I, II, III and IV All that certain real property situated in the County of Contra Costa, State of California, described as follows: Project Phase I Project Phase II Project Phase III Project Phase IV SF2-32639.2 A-1 40511-93-PCM-07/11194 EXHIBIT B Base Rental Payment Schedules for Project Phases I II III and IV Amount Base Rental Total Base Amount Attributable Amount Payment Rental Attributable to Accreted Attributable Dates(1) Payment to Interest Interest to Principal (1) Due date is the first day of the following month. SF2-32639.2 B-1 40511-93-PCM-07/11/94 Base Rental Payment Schedule for Project Phase I Amount Base Rental Total Base Amount Attributable Amount Payment Rental Attributable to Accreted Attributable Dates(l) Payment to Interest Interest to Principal (1) Due date is the first day of the following month. SF2-32639.2 B-2 40511-93-PCM-07/11/94 Base Rental Payment Schedule for Project Phase II Amount Base Rental Total Base Amount Attributable Amount Payment Rental Attributable to Accreted Attributable Dates(i) Payment to Interest Interest to Principal (1) Due date is the first day of the following month. SF2-32639.2 B-3 40511-93-PCM-07/11/94 Base Rental Payment Schedule for Project Phase III Amount Base Rental Total Base Amount Attributable Amount Payment Rental Attributable to Accreted Attributable Dates(i) Payment to Interest Interest to Principal (1) Due date is the first day of the following month. SF232639.2 B-4 40511-93-PCM-07/il/94 Base Rental Payment Schedule for Proiect Phase I Amount Base Rental Total Base Amount Attributable Amount Payment Rental Attributable to Accreted Attributable Dates(i) Payment to Interest Interest to Principal (1) Due date is the first day of the following month. SF2-32639.2 B-5 40511-93-PCM-07/11/94 EXHIBIT C PROJECT PHASES I. II, III AND IV FACILITIES Project Phase I Facility Location Muir Station Office Park 597 Center Avenue Building #1 Martinez, CA Project Phase II Facility Location Social Service Building 1305 Macdonald Avenue Richmond, CA Project Phase III Facility Location Social Service Building 151 Linus Pauling Drive Hercules, CA Project Phase IV Facility Location Health Services Building 205 41st Street Richmond, CA SF2-32639.2 C-1 40511-93-PCM-07/11/94 STATE OF CALIFORNIA ss. COUNTY OF CONTRA COSTA On 1994 before me, Notary Public, State of California, personally appeared , personally known to me (or proved to me on thebasis of satisfactory evidence) to be the person -whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal . Signature (Seal) SF2-32639.2 40511-93-PCM-07/11/94 FILED STATE OF CALIFORNIA ) ss . COUNTY OF CONTRA COSTA JUL CLERK BOARD CF SUPERVISORS On 1994 before me, Notary Public, State of California, personally appeared personally known to me (or proved to. . me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal . Signature (Seal) SF2-32639.2 40511-93-PCM-0r7/11/94 STATE OF CALIFORNIA ) ss . COUNTY OF CONTRA COSTA ) On 1994 before me, Notary Public, State of California, personally appeared , personally known to me (or proved to . . me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal . Signature (Seal) SF2-32639.2 40511-93-PCM-07/11/94 -OH&S DRAFT ` FILED 7/11/94 JUL 1 1 IN4 CLERK BOARD CF SUPERVISORS CONTRA COSTA CO. TRUST AGREEMENT by and among MERIDIAN TRUST COMPANY OF CALIFORNIA and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of August 1, 1994 RELATING TO CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) $ CERTIFICATES OF SERIES OF 1994 SF2-32564.2 40511-93-PCM-07/11/94 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1. 01. Definitions . . . . . . . . . . . . . . . . . 2 SECTION 1. 02 . Equal Security . . . . . . . . . . . . . . . 15 ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 . 01 . Preparation of Certificates; Initial Series of Certificates . . . . . . . . . . . . . . . 16 SECTION 2 . 02 . Denominations and Dating of 1994 Certificates 16 SECTION 2 . 03 . Payment Dates of 1994 Certificates; Medium, Method and Place of Payment . . . . . . . 16 SECTION 2 . 04 . Form of 1994 Certificates . . . . . . . . . . 18 SECTION 2 . 05 . Execution of Certificates . . . . . . . . . . 26 SECTION 2 . 06 . Transfer and Payment of Certificates; Exchange . of Certificates . . . . . . . . . . . . . 26 SECTION 2 . 07. Certificate Registration Books . . . . . . . 26 SECTION 2 . 08 . Temporary Certificates . . . . . . . . . . . 27 SECTION 2 . 09 . Certificates Mutilated, Lost, Destroyed or Stolen . . . . . . . . . . . . . . . . . . 27 SECTION 2 . 10 . Destruction of Cancelled Certificates . . . . 28 SECTION 2 . 11. Special Covenants as to Book-Entry Only System 28 ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01. Delivery of 1994 Certificates . . . . . . . . 30 SECTION 3 . 02 . Deposit of Proceeds of 1994 Certificates 30 SECTION 3 . 03 . Use of Moneys in the Acquisition and Construction Fund . . . . . . . . . . . . 31 SECTION 3 . 04 . Execution and Delivery of Additional Certificates . . . . . . . . . . . . . . . 33 SECTION 3 . 05 . Proceedings for Authorization of Additional Certificates . . . . . . . . . . . . . . . 34 ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4 . 01. Terms of Prepayment . . . . . . . . . . . . . 35 SECTION 4 . 02 . Selection of Certificates for Prepayment . . 37 SECTION 4 . 03 . Notice of Prepayment . . . . . . . . . 37 SECTION 4 . 04 . Partial Prepayment of Certificates . . . . . 38 SECTION 4 . 05 . Effect of Prepayment . . . . . . . . . . . . 38 SF2-32564.2 i 40511-93-PCM-07/11/94 Pane ARTICLE V RENTAL PAYMENTS SECTION 5 . 01. Pledge of Base Rental Payments; Base Rental Payment Fund . . . . . . . . . . . . . . . 39 SECTION 5 . 02 . Deposit of Base Rental Payments . . . . . . . 39 SECTION 5 . 03 . Trust Administration Fund . . . . . . . . . . 40 SECTION 5 . 04 . Establishment and Application of 1994 Rebate Fund . . . . . . . . . . . . . . . . . . . 41 SECTION 5 . 05 . Investments . . . . . . . . . . . . . . . . 42 ARTICLE VI COVENANTS SECTION 6. 01. Compliance with Trust Agreement . . . . . . . 42 SECTION 6 . 02 . Compliance with or Amendment of Facility Lease 43 SECTION 6 . 03 . Observance of Laws and Regulations . . . . . 44 SECTION 6. 04. Other Liens . . . . . . . . . . . . . . . . . 44. SECTION 6 . 05 . Prosecution and Defense of Suits . . . . . . 44 SECTION 6 . 06 . Accounting Records and Statements . . . . . . 45 SECTION 6 . 07. Recordation and Filing . . . . . . . . . . . 45 SECTION 6 . 08 . Further Assurances . . . . . . . . . . . . . 46 ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7. 01. Action on Default . . . . . . . . . . . . . . 46 SECTION 7. 02 . Other Remedies of the Trustee . . . . . . . . 46 SECTION 7. 03 . Non-Waiver . . . . . . . . . . . . . . . . . 47 SECTION 7. 04 . Remedies Not Exclusive . . . . . . . . . . . 47 SECTION 7. 05 . No Liability by the Corporation to the Owners; Indemnification . . . . . . . . . . . . . 47 SECTION 7. 06. No Liability by the County to the Owners 48 SECTION 7 . 07. No Liability by the Trustee to the Owners 48 SECTION 7 . 08 . Trustee May Enforce Claims Without Possession of Certificates . . . . . . . . . . . . . . . 48 SECTION 7. 09 . Application of Money Collected . . . . . . . 48 SECTION 7. 10 . Owners' Direction of Proceedings . . . . . 49 SECTION 7 . 11. Limitations on Suits . . . . . . . . . . 49 ARTICLE VIII THE TRUSTEE SECTION 8 . 01. Employment of the Trustee . . . . . . . . . . 50 SECTION 8 . 02 . Duties, Removal and Resignation of the Trustee 50 SECTION 8 . 03 . Compensation and Indemnification of the Trustee5l SECTION 8 . 04 . Protection of the Trustee . . . . . . . . . . 52 SF2-32564.2 i i 40511-93-PCM-07/11/94 Page ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 . 01. Amendment or Supplement . . . . . . . . . . . 54 SECTION 9 . 02 . Disqualified Certificates . . . . . . . . . . 55 SECTION 9 . 03 . Endorsement or Replacement of Certificates After Amendment or Supplement . . . . . . . . . 56 SECTION 9 . 04 . Amendment by Mutual Consent . . . . . . . 56 ARTICLE X DEFEASANCE SECTION 10 . 01. Discharge of Certificates and Trust Agreement 56 SECTION 10 . 02 . Unclaimed Moneys . . . . . . . . . . . . . . 57 ARTICLE XI MISCELLANEOUS SECTION 11 . 01. Benefits of Trust Agreement Limited to Parties58 SECTION 11. 02 . Successor Deemed Included in all References to Predecessor . . . . . . . . . . . . . . . 58 SECTION 11. 03 . Execution of Documents by Owners . . . . . . 58 SECTION 11. 04 . Waiver of Personal Liability . . . . . . . . 58 SECTION 11. 05 . Acquisition of Certificates by County . . . 59 SECTION 11. 06 . Content of Certificates . . . . . . . . . . 59 SECTION 11. 07. Funds . . . . . . . . . . . . . . . . . . . 59 . SECTION 11. 08 . Article and Section Headings, Gender and References . . . . . . . . . . . . . . . 6.0 SECTION 11. 09 . Partial Invalidity . . . . . . . . . . . . . 60 SECTION 11. 10 . California Law . . . . . . . . . . . . . . 60 SECTION 11. 11. Notices . . . . . . . . . . . . . . . . . . 60 SECTION 11. 12 . Nonbusiness Days . . . . . . . . . . . . . . 61 SECTION 11. 13 . Effective Date . . . . . . . . . . . . . . . 61 SECTION 11. 14 . Execution in Counterparts . . . . . . . . . 61 SF2-32564.2 1 1 1 40511-93-PCM-07/11/94 This TRUST AGREEMENT, made and entered into as of August 1, 1994, by and among MERIDIAN TRUST COMPANY OF CALIFORNIA, 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 tyCORPORATION, 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 body corporate and politic and a political subdivision of the State of California (the "County") ; W I T N E S S E T H: WHEREAS, the County has determined that it would be in the best interest of the County and the residents of the County to enter into a certificate of participation financing for the purpose of acquiring, constructing and improving the (i) Muir Station Office Park Building #1 located at 597 Center Avenue, Martinez, California ( "Project Phase I") , (ii) Social Service Building located at 1305 MacDonald Avenue, Richmond, California ( "Project Phase II") , (iii) Social Service Building located at 151 Linus Pauling Drive, Hercules, California ( "Project Phase III") and (iv) Health Services Building located at 205 41st Street, Richmond, California ( "Project Phase IV") ; WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (the "Corporation" ) , has been incorporated by a group of public spirited citizens of the County for the specific and primary purpose of providing financial assistance to the County of Contra Costa by financing the acquisition, construction, improvement and remodeling of public buildings and facilities; 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; WHEREAS, the County has assigned its purchase options in connection with the Project Phases I, II, III and IV to the Corporation; WHEREAS, the Corporation will acquire the Project and lease the Project to the County pursuant to a document entitled "Facility Lease (Various Capital Facilities) , " to be dated as of August 1, 1994 (the "Facility Lease") ; WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Corporation for the lease of the Project; 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 SF2-32564.2 40511-93-PCM-07/11/94 Agreement" and dated as of August 1, 1994 (the "Assignment Agreement") ; 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, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Trust Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Trust Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1. 01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Certificates and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Acquisition and Construction Fund The term "Acquisition and Construction Fund" means the fund by that name established in Section 3 . 02 . Additional Certificates The term "Additional Certificates" means additional series of certificates of participation executed and delivered hereunder pursuant to Sections 3 .04 and 3 . 05 hereof. Additional Payments The term "Additional Payments" means the additional payments payable by the County under and pursuant to Section 3 . 02 of the Facility Lease. Assignment Agreement SF2-32564.2 2 40511-93-PCM-07/11/94 The term "Assignment Agreement" means that certain Assignment Agreement by and between the Corporation and the Trustee, dated as of August 1, 1994, which agreement was recorded in the office of the County Recorder of the County of Contra Costa on , 1994 under Recorder' s Serial No. 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 . 01 of the Facility Lease. Board The term "Board" means the Board of Supervisors of the County or any successor thereto. Business Day The term "Business Day" means any day on which the Trustee is open for corporate trust business in , California. Certificate Insurer The term "Certificate Insurer" means any insurance company or companies which has or have issued any Certificates Insurance Policy insuring payment of the amounts of principal and interest represented by the Certificates or any series or portion thereof. Certificate of Completion The term "Certificate of Completion" means a Certificate of the County certifying that any Phase of the Project has been completed, stating the date of such completion and stating that all of the Project Costs thereof 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 and Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved) . Certificate of the Corporation The term "Certificate of the Corporation" means an instrument in writing signed by the President or the Vice President or the Treasurer or the Assistant Treasurer or the SF2-32564.2 3 40511-93-PCM-07/11/94 Secretary or the Assistant Secretary of the Corporation, or by any other officer of the Corporation duly authorized by the Corporation in writing to the Trustee for that purpose. 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 his designee, 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 in writing to the Trustee for that purpose. 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 . Certificate Payment Date The term "Certificate Payment Date" means, with respect to any Certificate, the August 1 designated therein, which is the date on which the principal component of the Base Rental Payments evidenced and represented thereby shall become due and payable. Certificate Reserve Fund The term "Certificate Reserve Fund" shall have the meaning ascribed to such term in the Facility Lease. Certificate Reserve Fund Requirement The term "Certificate Reserve Fund Requirement" shall have the meaning ascribed to such term in the Facility Lease. Certificates: 1994 Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant hereto and then Outstanding. The term 111994 Certificates" means the Certificates executed and delivered by the Trustee pursuant hereto and then Outstanding, the proceeds of which are for the acquisition, construction and improvement of Project Phases I, II, III and IV. Certificates Insurance Policy The term "Certificates Insurance Policy" means any policy or policies of insurance or financial guaranty bond insuring payment of the amounts of principal and interest represented by the Certificates and issued by a Certificate Insurer. SF2-32564.2 4 40511-93-PCM-07/11/94 Code The term "Code" means the Internal Revenue Code of 1986, as amended. Corporation The term "Corporation" means (i) 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; (ii) any surviving, resulting or transferee entity; and (iii) except where the context requires otherwise, any assignee of the Corporation. Costs of Issuance The term "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the County or the Corporation and related to the authorization, execution and delivery of the Facility Lease, the Assignment Agreement and the Trust Agreement and the related sale of the Certificates, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial fees and charges of the Trustee (including its counsel' s legal fees) , legal fees and charges, fees and disbursements of consultants and professionals, title insurance fees, fees and charges for preparation, execution and safekeeping of the Certificates, fees of the Corporation, costs of printing and distribution of the preliminary and final official statements and any other cost, charge or fee in connection with the original execution and delivery of the Certificates. Costs of Issuance Fund The term "Costs of Issuance Fund" means the fund by that name established in Section 3 . 02 . County The term "County" means the County of Contra Costa, a body corporate and politic and a political subdivision of the State of California. Demised Premises The term "Demised Premises" means that certain real property situated in the County of Contra Costa, State of California, described in Exhibit A attached to the Facility Lease and made a part thereof, together with any additional real property added thereto by any supplement, or amendment thereto; subject, however, to any conditions, reservations and easements of record or known to the County. SF2-32564.2 5 40511-93-PCM-07/11/94 Event of Default The term "Event of Default" shall have the meaning specified in Section 7. 01. Facilitv Lease The term "Facility Lease" means that certain lease, entitled "Facility Lease (Various Capital Facilities) , " by and between the Corporation and the County, dated as of August 1, 1994, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on , 1994 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 Los Angeles, California. Information Services The term "Information Services" means (1) Financial Information, Inc. ' s Financial Daily Called Bond Service, 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; (2) Moody' s Municipal and Government, 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; (3) Kenny Information Service' s Called Bond Service, 65 Broadway, 16th Floor, New York, New York 10006; (4) Standard & Poor' s Called Bond Record, 25 Broadway, 3d Floor, New York, New York 10004, or such other Information Services or addresses as may be designated in a Certificate of the County. Interest Fund The term "Interest Fund" means the fund by that name established in Section 5 . 02 . Interest Payment Date The term "Interest Payment Date" means a date on which interest evidenced and represented by the Certificates becomes due and payable, being February 1 and August 1 of each year to which reference is made (commencing on February 1, 1995) . Moody' s Investors Service The term "Moody' s Investors Service" means Moody' s Investors Service, Inc. , a corporation duly organized and SF2-32564.2 6 40511-93-PCM-07/11/94 existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody' s Investors Service" shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. 1994 Purchaser The term 111994 Purchaser" means , as representative of the underwriters and purchasers of the 1994 Certificates. 1994 Rebate Fund The term 111994 Rebate Fund" means the fund by that name established in Section 5. 04. Opinion of Counsel The term "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the County or the Corporation and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval) . Outstanding The term "Outstanding, " when used as of any particular time with reference to Certificates, means (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 August 1, and terminating on August 1, to which reference is made. SF2-32564.2 7 40511-93-PCM-07/11/94 Permitted Investments The term "Permitted Investments" means any of the following to the extent then permitted by the laws of the State of California: (1) Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including such obligations which have been stripped of their unmatured interest coupons (in the case of direct and general obligations of the United States of America) which evidence ownership of proportionate interests in future interest or principal payments of such obligations. Investments in such proportionate interests must be limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying United States obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States obligations; and (c) the underlying United States obligations are held in a special account, segregated from the custodian' s general assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. The obligations described in this paragraph are hereinafter called the "United States Obligations" ; (2) Obligations issued or guaranteed by the Federal National Mortgage Association or the following instrumentalities or agencies of the United States of America (the obligations described in this paragraph being called the "Federal Agency Obligations") : (a) Federal Home Loan Banks; (b) Government National Mortgage Association; (c) Farmers Home Administration; (d) Federal Home Loan Mortgage Corporation; (e) Federal Housing Administration; (f) Farm Credit Banks (Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) ; (g) Student Loan Marketing Association; and (h) Resolution Funding Corporation obligations consisting of the right to receive interest which has been separated from the right to receive principal; (3) Long-term obligations of any state or authority or local agency thereof and that are rated Aa or better by Moody' s Investors Service and AA or better by Standard and Poor' s Corporation at the time of purchase, SF2-32564.2 8 40511-93-PCM-07/11/94 including bonds payable solely out of the revenues from a revenue-producing property owned, controlled or operated by the County or any state or by a department, board, agency or authority thereof; (4) Short-term obligations of any state or authority or local agency thereof and that are rated in one of the two highest rating categories assigned by Moody' s Investors Service and Standard and Poor's Corporation at the time of purchase, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled or operated by the County or a state or by a department, board, agency or authority thereof; (5) Interest-bearing deposit accounts (including certificates of deposit) in a nationally or state-chartered bank, or state or federal savings and loan association, including the Trustee or any affiliate thereof, which are either (i) fully insured by the Federal Deposit Insurance Corporation, or (ii) issued by any national or state-chartered bank, or state or federal savings and loan association whose interest-bearing demand or time deposits (including certificates of deposit) are rated at the time of their issuance at least Aa by Moody' s Investors Service and at least AA by Standard & Poor' s Corporation; (6) Investments in repurchase agreements, the maturities of which are thirty (30) days or less, entered into with financial institutions such as banks or trust companies organized under state law or national banking associations, insurance companies, or government bond dealers reporting to, trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of the Security Investors Protection Corporation (SIPC) or with a dealer or parent holding company, in each such case the debt of which is rated at least Aa or P-1 by Moody' s Investors Service and at least AA or A-1+ by Standard and Poor' s Corporation at the time of such investment. Such repurchase agreements shall be collateralized by United States Obligations or Federal Agency Obligations the fair market value of which, together with the fair market value of the repurchase agreement securities, shall be maintained at the collateralization levels required by Moody' s Investors Service and Standard and Poor' s Corporation (as certified to the Trustee by a Certificate of the County) , and the provisions of the repurchase agreement shall meet the following additional criteria: (a) the Trustee (who shall not be the provider of the collateral) has possession of the United States Obligations or Federal Agency Obligations; SF2-32564.2 9 40511-93-PCM-07/11/94 (b) failure to maintain the requisite collateral levels will require the Trustee to liquidate the United States Obligations or Federal Agency Obligations immediately; (c) the Trustee has a perfected, first priority security interest in the United States Obligations or Federal Agency Obligations; and (d) the United States Obligations or Federal Agency Obligations are free and clear of third-party liens, and in the case of an SIPC broker, were not acquired pursuant to a repurchase or reverse repurchase agreement; (7) Pre-refunded municipal obligations rated Aaa by Moody' s Investors Service and AAA by Standard and Poor' s Corporation and meeting the following conditions: (a) the municipal obligations are (i) not to be redeemed prior to maturity or the trustee has been given irrevocable instructions concerning their calling and redemption and (ii) the issuer has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Obligations that may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities on the municipal obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; and (e) the United States Obligations (plus any cash in the escrow fund) are not available to satisfy any other claims, including those against the trustee or escrow agent; (8) Prime commercial paper of a United States corporation, finance company or banking institution of the highest ranking or of the highest letter and numerical rating as provided for by Moody' s Investors Service and Standard & Poor' s Corporation; eligible paper is further limited to issuing corporations that are organized and operating within the United States and having total assets in excess of $500, 000, 000 and have SF2-32564.2 10 40511-93-PCM-07/11/94 an "A" or higher rating for the issuer' s debt, other than commercial paper, if any, as provided for by Moody' s Investors Service and Standard & Poor' s Corporation at the time of purchase; purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10% of the outstanding paper of an issuing corporation; (9) Shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or shares in a regulated investment company (as defined in Section 851 (a) of the Code) that is a money market fund (whose shares are registered under the Federal Securities Act of 1940) that has been rated in the highest rating category by Moody' s Investors Service and AAAm, AAAm-G or AAm by Standard and Poor' s Corporation, investing in the securities and obligations as authorized by clauses (1) to (10) , inclusive, of this definition, and which comply with the investment restrictions of Articles 1 and 2 of Chapter 4 of Title 5 of the California Government Code (commencing with Section 53630) ; to be eligible for investment pursuant to this clause these companies shall either: (1) attain the highest ranking or the highest letter and numerical rating provided by not less that two of the three largest nationally recognized rating services, or (2) have an investment adviser registered with the Securities and Exchange Commission, if applicable, with not less than five years experience investing in the securities and obligations as authorized by clauses (1) through (4) , (6) through (10) and (11) , inclusive, of this definition and with assets under management in excess of $500, 000, 000. The purchase price of shares of beneficial interests purchased pursuant to this clause shall not include any commission that these companies may charge; (10) Negotiable certificates of deposit secured at all times by United States Obligations or Federal Agency Obligations issued by a nationally or state-chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code) or by a state-licensed branch of a foreign bank, any of the above of which are rated A or better by Standard & Poor' s Corporation and A or better by Moody' s Investors Service at the time of purchase; provided that such collateral is at all times held by a third party and Certificate owners have a perfected first security interest in such collateral; (11) Shares in the California Arbitrage Management Trust, a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code SF2-32564.2 11 40511-93-PCM-07/11/94 of the State of California which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State of California, as it may be amended; (12) Investment in the Local Agency Investment Fund (as that term is defined in Section 16429 . 1 of the California Government Code, as such Section may be amended or recodified from time to time) ; and (13) Any other investments which the County deems to be prudent investments and in which the County directs the Trustee to invest, provided that such investments are rated AA or better by Standard & Poor' s Corporation and Aa or better by Moody' s Investors Service at the time of such investment. Phase of the Project The term "Phase of the Project" means Project Phases I, II, III and IV or such Subsequent Phase of the Project to which reference is made. Prepayment Fund The term "Prepayment Fund" means the fund by that name established in Section 5. 02 . Principal Fund The term "Principal Fund" means the fund by that name established in Section 5 . 02 . Project The term "Project" means Project Phases I, II, III, IV and all Subsequent Phases of the Project. Project Costs The term "Project Costs" means all costs of acquisition and construction of the Project and of expenses incident thereto (or for making reimbursements to the Corporation or the County or any other person, firm or corporation for such costs theretofore paid by him or it) , including, but not limited to, architectural and engineering fees and expenses, interest during construction, furnishings and equipment, tests and inspection, surveys, land acquisition, insurance premiums, losses during construction not insured against because of deductible amounts, costs of accounting, feasibility, environmental and other reports, inspection costs, permit fees, and charges and fees in connection with the foregoing. SF2-32564.2 12 40511-93-PCM-07/11/94 Project Phase I The term "Project Phase I,, means the Muir Station Office Park Building ##1 located at 597 Center Avenue, Martinez, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Protect Phase II The term "Project Phase III' means the Social Service Building located at 1305 Macdonald Avenue, Richmond, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Project Phase III The term "Project Phase III" means the Social Service Building located at 151 Linus Pauling Drive, Hercules, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Project Phase IV The term "Project Phase IV" means the Health Services Building located at 205 41st Street, Richmond, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Rebate Funds The term "Rebate Funds" means the 1994 Rebate Fund and subsequent rebate funds established in Supplemental Trust Agreements entered into in connection with the execution and delivery of Additional Certificates. Rental Payments The term "Rental Payments" means the Base Rental Payments . SF2-32564.2 13 40511-93-PCM-07/11/94 Representations Letter The term "Representations Letter" means the letter of representations, dated the date of execution and delivery of the 1994 Certificates, to The Depository Trust Company, New York, New York, from the County and the Trustee relating to the 1994 Certificates. Securities Depositories The term "Securities Depositories" means (1) The Depository Trust Company, 711 Stewart Avenue, Garden City, NY 11530, Facsimile transmission: (516) 227-4039 (516) 227-4190; (2) Midwest Securities Trust Company Capital Structureds-Call Notification, 440 South La Salle Street, Chicago, IL 60605, Facsimile transmission: (312) 663-2343; (3) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, PA 19103, Facsimile transmission: (215) 496-5048, or such other Securities Depositories or addresses as may be designated in a Certificate of the County. Standard & Poor' s Corporation The term "Standard & Poor' s Corporation" means Standard & Poor' s Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Standard & Poor' s Corporation shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. State The term "State" means the State of California. Subsequent Phase of the Project The term "Subsequent Phase of the Project" means any and all facilities and buildings, whether within or without the County, and all additions, extensions or improvements thereto hereafter added to the Project and hereafter described by a Supplemental Trust Agreement. Supplemental Trust Agreement The term "Supplemental Trust Agreement" means an agreement amending or supplementing the terms hereof entered into pursuant to the terms hereof. Tax Certificate The term "Tax Certificate" means the certificate relating to Section 103 of the Code, executed by the County on SF2-32564.2 14 40511-93-PCM-07/11/94 the date of delivery of the 1994 Certificates to the 1994 Purchaser, as originally delivered and as it may be amended from time to time. 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 August 1, 1994, as originally executed and as it may from time to time be amended or supplemented by a Supplemental Trust Agreement in accordance herewith. Trustee The term "Trustee" means Meridian Trust Company of California, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, 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 its Vice President or its Treasurer or its Assistant Treasurer or its Secretary or an Assistant Secretary or by any other person (whether or not an officer of the Corporation) who is specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. 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 his designee, 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 in writing to the Trustee for that purpose. 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 SF2-32564.2 15 40511-93-PCM-07/11/94 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. ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 . 01. Preparation of Certificates; Initial Series of Certificates . Certificates may be executed and delivered hereunder from time to time in an aggregate amount equal to the principal components of Base Rental Payments to become due and payable pursuant to the Facility Lease. The Trustee is hereby authorized to prepare an initial series of Certificates designated "County of Contra Costa Certificates of Participation (Various Capital Facilities) , Series of 1994" in the aggregate principal amount of dollars ($ ) , evidencing and representing the aggregate principal components of the Base Rental Payments and each evidencing and representing a fractional undivided interest in the Base Rental Payments. Initially, the 1994 Certificates shall be delivered in the form of one certificate for each Certificate Payment Date and shall be registered in the name of "Cede & Co. , " as nominee of The Depository Trust Company. SECTION 2 . 02 . Denominations and Dating of 1994 Certificates. The 1994 Certificates shall be prepared in the form of fully registered Certificates in the denominations offive thousand dollars ($5, 000) each or any integral multiple thereof so long as no 1994 Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The 1994 Certificates shall be dated August 1, 1994 and shall evidence and represent interest from August 1, 1994 . SECTION 2 . 03 . Payment Dates of 1994 Certificates; Medium, Method and Place of Payment. The 1994 Certificates shall have Certificate Payment Dates of August 1 in the years and shall evidence and represent principal components in the amounts, with an interest component with respect to the 1994 Certificates calculated on the basis of a 360-day year composed of twelve 30-day months at the rates, as follows: SF2-32564.2 16 40511-93-PCM-07/11/94 1994 Certificate Payment Date Principal Interest August 1 Amount Component The interest evidenced and represented by the 1994 Certificates shall be payable on February 1 and August 1 of each year, beginning on February 1, 1995 and continuing to and including their Certificate Payment Dates or on prepayment prior thereto, and shall evidence and 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 1994 Certificates are issuable only in denominations of $5, 000 and any integral multiple thereof. The principal evidenced and represented by the 1994 Certificates is payable on August 1 of each year, beginning on August 1, and continuing to and including August 1, and on August 1, and on August 1, The 1994 Certificates with a Certificate Payment Date of August 1, evidence and represent, in the aggregate, the principal components of Base Rental Payments due on August 1, through August 1, and a portion of such Certificates is subject to mandatory prepayment on such dates pursuant to the Trust Agreement. The 1994 Certificates with a Certificate Payment Date of August 1, evidence and represent, in the aggregate, the principal components of Base Rental Payments due on August 1, through August 1, , and a portion of such Certificates is subject to mandatory prepayment on such dates pursuant to the Trust Agreement. The 1994 Certificates with Certificate Payment Dates other than August 1, and on August 1, evidence and represent the principal component of the Base Rental Payments coming due on their respective Certificate Payment Dates. The interest, principal and prepayment premiums, if any, evidenced and represented by the 1994 Certificates shall be payable in lawful money of the United States of America. The interest evidenced and represented by the 1994 Certificates shall be payable on their respective Interest Payment Dates by check mailed by first class mail by the Trustee to the respective Owners thereof as shown in the books required to be kept by the Trustee pursuant to the provisions of Section 2 . 07 at the close of business as of the fifteenth (15th) day of the month next preceding each Interest Payment Date (except that in the case of an Owner of one million dollars ($1, 000, 000) or more SF2-32564.2 17 40511-93-PCM-07/11/94 in aggregate principal amount of Outstanding 1994 Certificates, such payment may, at such Owner' s option, be made by wire transfer of immediately available funds in accordance with instructions provided by such Owner prior to the fifteenth (15th) day of the month next preceding such Interest Payment Date) , and the principal, and prepayment premiums, if any, evidenced and represented by the 1994 Certificates shall be payable by check on their respective Certificate Payment Dates or on prepayment prior thereto upon surrender thereof by the respective Owners thereof at the principal corporate trust office of the Trustee in Los Angeles, California. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest, principal and prepayment premiums, if any, evidenced and represented by such Certificate shall be made only to such Owner as above provided, which payments shall be valid and effectual to satisfy and discharge the liability evidenced and represented by such Certificate to the extent of the sum or sums so paid. All Certificates paid pursuant to the provisions of this Section shall be cancelled by the Trustee and shall not be redelivered. SECTION 2 . 04 . Form of 1994 Certificates. The 1994 Certificates and the form of 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. " ) : SF2-32564.2 18 40511-93-PCM-07/11/94 (FORM OF SERIES OF 1994 CERTIFICATE OF PARTICIPATION] No. $ CERTIFICATE OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) , SERIES OF 1994 Evidencing and Representing A Fractional Undivided Interest of the Owner Hereof in Base Rental Payments to be Made by the COUNTY OF CONTRA COSTA, CALIFORNIA to the CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION Certificate Interest Rate Payment Date Dated as of CUSIP No. August 1, 1994 REGISTERED OWNER: PRINCIPAL SUM: THIS IS TO CERTIFY that the registered owner named above, as 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 Facility Lease (Various Capital Facilities) (the "Facility Lease") dated as of August 1, 1994, by and between the 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 the County of Contra Costa (the "County") , a body corporate and politic and a political subdivision of the State of California, all of which rights to receive such Base Rental Payments having been assigned without recourse by the Corporation to Meridian Trust Company of California, as trustee (the "Trustee") , a national banking association duly organized and existing under and by virtue of the laws of the United SF2-32564.2 19 40511-93-PCM-07/11/94 States of America and having a principal corporate trust office in Los Angeles, California. The registered owner of this Certificate is entitled to receive, subject to the terms of the Facility Lease and any right of prepayment prior thereto hereinafter provided for, on the certificate payment date set forth above (the "Certificate Payment Date") , upon surrender of this Certificate on the Certificate Payment Date or on the date of prepayment prior thereto at the principal corporate trust office of the Trustee in Los Angeles, California, the principal sum specified above 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 on each February 1 and August 1 commencing February 1, 1995 (the "Interest Payment Date") , the registered owner of this Certificate as shown in the registration books maintained by the Trustee at the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date is entitled to receive such registered owner' s fractional undivided share of the Base Rental Payments constituting interest components accruing from the Interest Payment Date next preceding the date of execution hereof by the Trustee (unless such date of execution is on or after the sixteenth (16th) day of the month next preceding an Interest Payment Date and on or before such Interest Payment Date, in which case from such Interest Payment Date, or unless such date of execution is prior to , 199_, in which case from August 1, 1994) to such Certificate Payment Date or the date of prepayment prior thereto, whichever is earlier. 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 by the interest rate per annum stated above calculated on the basis of a 360-day year composed of twelve 30-day months. The interest is payable to the person whose name appears on the certificate registration books of the Trustee as the registered owner hereof as of the close of business on the 15th day of the month immediately preceding an Interest Payment Date, whether or not such day is a business day, such interest to be paid by check mailed by first class mail on the date such interest is due to such registered owner at his address as it appears on such registration books (except that in the case of a registered owner of one million dollars ($1, 000, 000) or more in principal amount, such payment may, at such registered owner' s option, be made by wire transfer of immediately available funds in accordance with instructions provided by such registered owner prior to the fifteenth (15th) day of the month preceding such Interest Payment Date) . All such amounts are payable in lawful money of the United States of America. This Certificate is one of the duly authorized certificates of participation entitled "County of Contra Costa Certificates of Participation (Various Capital Facilities) " of the series set forth above, which have been executed by the SF2-32564.2 20 40511-93-PCM-07/11/94 Trustee pursuant to the terms of a Trust Agreement (together with any supplements or amendments thereto, the "Trust Agreement") by and among the Trustee, the Corporation and the County, dated as of August 1, 1994 . Copies of the Trust Agreement are on file at the principal corporate trust office of the Trustee in Los Angeles, 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 which agreements, conditions, covenants and terms the owner hereof, by acceptance hereof, hereby consents. Additional series of Certificates may be executed and delivered on the terms and conditions set forth in the Trust Agreement. To the extent and in the manner permitted by the terms of the Trust Agreement and the Facility Lease, the provisions of the Trust Agreement and the Facility Lease may be amended or supplemented by the parties thereto. 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 Los Angeles, 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 the form appearing hereon. Upon such transfer, a new Certificate or Certificates of the same series and Certificate Payment Date representing the same principal amount will be executed and delivered to the transferee in exchange herefor. The Certificates are exchangeable at the principal corporate trust office of the Trustee in Los Angeles, California, for a like aggregate principal amount of Certificates of authorized denominations of the same series and Certificate Payment Date, in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement. 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 SF2-32564.2 21 40511-93-PCM-07/11/94 represented by this Certificate to the extent of the sum or sums so paid. The Certificates are authorized to be executed and delivered in the form of fully registered Certificates in denominations of five thousand dollars ($5, 000) each or any integral multiple thereof so long as no Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The Certificates are subject to prepayment on any date prior to their respective Certificate Payment Dates, as a whole, or in part by lot within each Certificate Payment Date selected as provided in the Trust Agreement, from prepaid Base Rental Payments made by the County from funds received by the County due to a casualty loss or governmental taking of the Demised Premises and the Project (as those terms are defined in the Trust Agreement) or portion thereof, under the circumstances and upon the conditions and terms prescribed in the Trust Agreement and in the Facility Lease, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, without premium. 1994 Certificates payable after August 1, 2004 shall also be subject to prepayment prior to their respective stated Certificate Payment Dates, at the option of the County, as a whole, or in part in any order of, and in any amounts of 1994 Certificates payable on, Certificate Payment Dates specified by the County and by lot within any such Certificate Payment Date if less than all of the Series of 1994 Certificates of such Certificate Payment Date be prepaid, from any source of available funds, on any Interest Payment Date on or after August 1, 2004, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium, if any, set forth below as a percentage of such principal amount: Prepayment Dates Premiums August 1, 2004 and February 1, 2005 2%- August 1, 2005 and February 1, 2006 1% August 1, 2006 and thereafter 0$ 1994 Certificates with a Certificate Payment Date of August 1, are also subject to mandatory prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, , by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest to the date of prepayment, without premium. SF2-32564.2 22 40511-93-PCM-07/11/94 1994 Certificates with a Certificate Payment Date of August 1, are also subject to mandatory prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, , by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest to the date of prepayment, without premium. As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than thirty (30) nor more than sixty (60) days before the prepayment date, to the registered owner of this Certificate at its address as it appears on the registration books maintained by the Trustee. If this Certificate is called for prepayment and payment is duly provided herefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. The Certificates each evidence and represent a fractional undivided interest in the Base Rental Payments in an amount equal to the aggregate principal amount of Certificates originally executed and delivered by the Trustee in series from time to time 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 and the Facility Lease. The Corporation has no obligation or liability whatsoever to the Certificate owners . The County has certified to the Trustee that all acts, conditions and things required by the statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Trustee is duly authorized to execute and deliver this Certificate. This is to further certify that the amount of this Certificate, together SF2-32564.2 23 40511-93-PCM-07/11/94 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 dated as of the date set forth above and has been executed by the manual signature of an authorized signatory of the Trustee. Date of Execution: Meridian Trust Company of California, as Trustee By Authorized Signatory [DTC LEGEND] Unless this Certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co. , ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. , has an interest herein. SF2-32564.2 24 40511-93-PCM-07/11/94 [FORM OF ASSIGNMENT) For value received, the undersigned do (es) hereby sell, assign and transfer unto the within Certificate and do (es) hereby irrevocably constitute and appoint attorney to transfer such Certificate on the Certificate register of the Trustee, with full power of substitution in the premises. Dated: Note: The signature (s) to this Assignment must correspond with the name (s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: (Signature (s) must be guaranteed by a commercial bank or trust company or a member organization of a registered national securities exchange. ) SF2-32564.2 25 40511-93-PCM-07/11/94 SECTION 2 . 05 . Execution of Certificates. The Certificates shall be executed by the Trustee by the manual signature of an authorized signatory of the Trustee. SECTION 2 . 06 . Transfer and Payment of Certificates; Exchange 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 , 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 in the case of transfer by delivery of a duly executed written instrument of transfer in the form appearing on the Certificate. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by such Certificate shall be made only to such Owner, which payments shall be valid and effectual to satisfy and discharge the liability represented by such Certificate to the extent of the sum or sums so paid. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same series and Certificate 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. Certificates may be exchanged at the principal corporate trust office of the Trustee in , California, for a like aggregate principal amount of Certificates of other authorized denominations of the same series and Certificate Payment Date. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to transfer or exchange any Certificate after the fifteenth day of the month next preceding each Payment Date or during the period designated by the Trustee for selection of Certificates for prepayment, and the Trustee shall not be required to transfer or exchange any Certificate selected for prepayment in whole or in part from and after the date of mailing the notice of prepayment of such Certificate or such part thereof. SECTION 2 . 07. Certificate Registration Books . The Trustee will keep at its principal corporate trust office in 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 upon reasonable prior SF2-32564.2 26 40511-93-PCM-07/11/94 notice during regular business hours and under reasonable conditions; and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Certificates on such books as hereinabove provided. SECTION 2 . 08 . Temporary Certificates. The Certificates may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery, which temporary Certificates shall be printed, lithographed or typewritten, shall be of such authorized 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 Los Angeles, 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 and Certificate Payment Date in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor, series and Certificate 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 executed and delivered hereunder, 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 SF2-32564.2 27 40511-93-PCM-07/11/94 determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of executing and delivering a new Certificate for a Certificate which has been lost, destroyed or stolen and which has matured, the Trustee may make payment of the principal and interest evidenced and represented by such Certificate to the Owner thereof. SECTION 2 . 10 . Destruction of Cancelled Certificates. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee of any Certificates, the Trustee shall cancel and destroy such Certificates and deliver a certificate of such cancellation and destruction to the County. SECTION 2 . 11. Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this Section, the 1994 Certificates initially executed and delivered hereunder shall be registered in the name of Cede & Co. , as nominee for The Depository Trust Company, New York, New York ( "DTC") , or such other nominee as DTC shall request pursuant to the Representations Letter. Payment of the principal and interest represented by each Certificate registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations Letter. (b) The 1994 Certificates executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing the aggregate principal amount of the 1994 Certificates with such Certificate Payment Date. Upon initial execution of the 1994 Certificates, the ownership of all such 1994 Certificates shall be registered in the registration records maintained by the Trustee pursuant to Section 2 . 07 in the name of Cede & Co. , as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Letter. The Trustee, the County, the Corporation and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the 1994 Certificates registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such 1994 Certificates, selecting the 1994 Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to the Owners under this Trust Agreement, registering the transfer of the 1994 Certificates, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation nor the County nor any paying agent shall be affected by any notice to the contrary. Neither the Trustee, the Corporation nor the County nor any paying agent shall have any responsibility or obligation to any Participant SF2-32564.2 28 40511-93-PCM-07/11/94 (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC) , any person claiming a beneficial ownership interest in the 1994 Certificates under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such 1994 Certificates, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial prepayment of the 1994 Certificates, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, and interest represented by the 1994 Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Letter. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Certificates will be transferable to such new nominee in accordance with subsection (f) of this Section. (c) In the event that the County determines that it is in the best interests of the beneficial owners of the 1994 Certificates that they be able to obtain certificates evidencing the 1994 Certificates, the Trustee shall, upon the written instruction of the County, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the 1994 Certificates will be transferable in accordance with subsection (f) of this Section. DTC may determine to discontinue providing its services with respect to the 1994 Certificates at any time by giving written notice of such discontinuance to the County and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section. Whenever DTC requests the County to do so, the County will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the 1994 Certificates then Outstanding. In such event, the 1994 Certificates will be transferable to such securities depository in accordance with subsection (f) of this Section, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all 1994 Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest SF2-32564.2 29 40511-93-PCM-07/11/94 represented by each such 1994 Certificate and all notices with respect to each such 1994 Certificate shall be made and given, respectively, to DTC as provided in the Representations Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representations Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that any transfer or exchange of 1994 Certificates is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 1994 Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2 . 06. In the event certificates are issued to holders other than Cede & Co. , its successor as nominee for DTC as holder of all the 1994 Certificates, another securities depository as holder of all the 1994 Certificates, or the nominee of such successor securities depository, the provisions of Sections 2 . 02, 2 . 03 and 2 . 06 shall also apply to, among other things, the registration, exchange and transfer of the 1994 Certificates and the method of payment of principal of, premium, if any, and interest represented by the 1994 Certificates. ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01. Delivery of 1994 Certificates. The Trustee is hereby authorized to execute and deliver the 1992 Certificates to the 1994 Purchaser 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 1994 Certificates. The proceeds received from the sale of the 1994 Certificates 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 Lease Fund established pursuant to Section 3 . 07 (b) of the Facility Lease a sum which, together with any accrued interest received upon the sale of the 1994 Certificates, is equal to $ SF2-32564.2 30 40511-93-PCM-07/11/94 (2) The Trustee shall deposit in the Trust Administration Fund to be established pursuant to Section 5 . 03 the amount of $5, 000. (3) The Trustee shall deposit in the Costs of Issuance Fund, which fund the Trustee hereby agrees to establish and maintain, the amount of $ • All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Certificates upon receipt of a Request of the Corporation filed with the Trustee, each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Upon the payment of all Costs of Issuance as evidenced by a Certificate of the Corporation, or upon the earlier Written Request of the Corporation, any remaining balance in the Costs of Issuance Fund shall be transferred to the Acquisition and Construction Fund. (4) The Trustee shall deposit in the Certificate Reserve Fund to be established pursuant to Section 3 . 07 (c) of the Facility Lease the amount of $ , which is a sum equal to the Certificate Reserve Fund Requirement, as such term is defined in the Facility Lease. (5) The Trustee shall set aside the remainder of said proceeds in a separate fund to be known as the "Acquisition and Construction Fund, " which the Trustee hereby agrees to establish and maintain. The money in the Acquisition and Construction Fund shall be used and disbursed in the manner provided in Section 3 . 03 . SECTION 3 . 03 . Use of Moneys in the Acquisition and Construction Fund. All moneys in the Acquisition and Construction Fund shall be held by the Trustee in trust and applied by the Trustee to the payment of Project Costs and of expenses incident thereto (or for making reimbursements to the Corporation or the County or any other person, firm or corporation for such costs theretofore or thereafter paid by him or it) . The County, to the extent it has any interest in the Acquisition and Construction Fund, and the Corporation hereby pledge and grant a lien on and a security interest in the Acquisition and Construction Fund to the Trustee in order to secure the County' s obligation to pay the Base Rental Payments in the event of a default under the Facility Lease. Before any payment is made from the Acquisition and Construction Fund by the Trustee (except for payments made on the date of execution and delivery of the 1994 Certificates for or reimbursing the Corporation or the County for Project Costs previously paid, which payments shall be made from the Acquisition and Construction Fund upon Written Request of the SF2-32564.2 31 40511-93-PCM-07/11/94 Corporation) , the Corporation shall cause to be filed with the Trustee a Written Request of the Corporation, or the duly authorized representative of the above, endorsed thereon, showing with respect to each payment to be made: (i) the item number of the payment; (ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and (iv) the purpose for which the obligation to be paid was incurred. Each such Written Request shall state, and shall be sufficient evidence to the Trustee: (a) that obligations in the stated amounts have been incurred by the Corporation and that each item thereof is a proper charge against the Acquisition and Construction Fund; and (b) that there has not been filed with or served upon the Corporation 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, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law; and (c) that the amounts remaining in the Acquisition and Construction Fund, together with the earnings anticipated to be received on moneys in the Acquisition and Construction Fund, the Lease Fund created pursuant to Section 3 . 07 (b) of the Facility Lease and the Certificate Reserve Fund created pursuant to Section 3 . 07 (c) of the Facility Lease, during the period of construction of each Phase of the Project, will be sufficient to complete construction of such Phase of the Project; and (d) that no Event of Default has occurred and is continuing. Upon receipt of each such Written Request and accompanying certificates, the Trustee will pay the amount set forth in such Written Request as directed by the terms thereof. 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. SF2-32564.2 32 40511-93-PCM-07/11/94 When each Phase of the Project shall have been completed, a Certificate of Completion shall be delivered to the Trustee by the Corporation stating that all such costs of construction 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 and Construction Fundis to be maintained in the full amount of such claims until such dispute is resolved) . Upon the receipt of the Certificate of Completion for the final Phase of the Project, the Trustee shall transfer any remaining balance in the Acquisition and Construction Fund and not needed for Acquisition and Construction Fund purposes (but less the amount of any such retention) to the Certificate Reserve Fund established under the Facility Lease to the extent necessary to make the amount on deposit therein equal the Certificate Reserve Fund Requirement (as such term is defined in the Facility Lease) and shall transfer any excess to the County. SECTION 3 . 04 . Execution and Delivery of Additional Certificates. In addition to the 1994 Certificates, the County, the Corporation and the Trustee may by Supplemental Trust Agreement provide for the execution and delivery of Additional Certificates representing Base Rental Payments, and the Trustee may execute and deliver to or upon the Written Request of the Corporation, such Additional Certificates, in such principal amount as shall reflect the additional principal component of the Base Rental Payments, but only upon compliance by the County and the Corporation with the provisions of Section 3 . 05, and subject to the following specific conditions, which are hereby made conditions precedent to the execution and delivery of any such Additional Certificates: (a) The County and the Corporation shall not be in default under the Trust Agreement or any Supplemental Trust Agreement or under the Facility Lease. (b) Said Supplemental Trust Agreement shall require that the proceeds of the sale of such Additional Certificates shall be applied (i) to the construction or acquisition of Subsequent Phases of the Project, (ii) if necessary, for the completion of the Project or rebuilding or replacement of the Project following a casualty loss, or (iii) for the refunding or repayment of any Certificates then Outstanding, including the payment of costs and expenses of and incident to the authorization and sale of such Additional Certificates. Said Supplemental Trust Agreement may also provide that a portion of such proceeds shall be applied to the payment of the interest components due or to become due with respect to said Additional Certificates during the estimated period of any construction and for a period of not to exceed twelve months thereafter. sF2-32564.2 33 40511-93-PCM-07/11/94 (c) Said Supplemental Trust Agreement shall provide, if necessary, that from such proceeds or other sources an amount shall be deposited in the Certificate Reserve Fund so that following such deposit there shall be on deposit in the Certificate Reserve Fund an amount at least equal to the Certificate Reserve Fund Requirement. (d) The Additional Certificates shall be payable as to principal on August 1 of each year in which principal components are due and shall be payable as to interest as specified in such Supplemental Trust Agreement or as provided herein. (e) The aggregate principal amount of Certificates executed and delivered and at any time Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement. (f) The Facility Lease shall have been amended, if necessary, so that the Base Rental Payments payable by the County thereunder shall equal the principal and interest represented by such Additional Certificates and all other Certificates to be Outstanding after such Additional Certificates are executed and delivered, payable at such times and in such manner as may be necessary to provide for the payment of the principal and interest represented by such Certificates. (g) Said Supplemental Trust Agreement shall provide for Certificate Payment Dates and for mandatory prepayments of Certificates in amounts sufficient to provide for payment of the Certificates when principal and interest components of Base Rental are due. (h) The Facility Lease shall have been amended so as to lease to the County the Phase of the Project being financed from the proceeds of such Additional Certificates . (i) If the proceeds of such Additional Certificates are to be used, in whole or in part, to finance construction on real property not described in the Facility Lease, the Facility Lease shall have been amended so as to lease to the County such additional real property. SECTION 3 . 05 . Proceedings for Authorization of Additional Certificates. Whenever the Corporation and the County shall determine to execute and deliver any Additional Certificates pursuant to Section 3 . 04, the Corporation, the County and the Trustee shall enter into a Supplemental Trust Agreement providing for the execution and delivery of such Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. SF2-32564.2 34 40511-93-PCM-07/11/94 Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 3 .04, shall provide for the distinctive designation, denominations, dates, payment dates, interest rates, interest payment dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the County and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) An Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Facility Lease required by Section 3 . 04 (f) , (h) and (j ) ; (2) that the execution and delivery of the Additional Certificates have been duly authorized by the County and the Corporation; (3) that said amendment to the Facility Lease and the Supplemental Trust Agreement, when duly executed by the County and the Corporation, will be valid and binding obligations of the County; and (4) that the amendment to the Facility Lease has been duly authorized, executed and delivered. (b) A certified copy of a resolution or ordinance of the Board of Supervisors of the County authorizing the execution of the amendments to the Facility Lease required by Section 3 . 04 (f) , (h) and (i) . (c) An executed counterpart or duly authenticated copy of any amendment to the Facility Lease required by Section 3 . 04 (f) , (h) and (i) . (d) A Certificate of the County stating that the insurance required by Sections 5 .01, 5 . 02, 5 . 03 and 5 . 04 of the Facility Lease is in effect. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee' s being satisfied that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trustee, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the written Request of, the Corporation. ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4. 01. Terms of Prepayment. (a) The Certificates are subject to prepayment on any date prior to SF2-32564.2 35 40511-93-PCM-07/11/94 their respective Certificate Payment Dates, as a whole, or in part by lot within each Certificate Payment Date so that the aggregate annual amounts of principal and interest represented by the Certificates which shall be payable after such prepayment date shall correspond to the principal component and interest component of the reduced Base Rental Payments resulting from a casualty loss or governmental taking of the Demised Premises and the Project or portions thereof, from prepaid Base Rental Payments made by the County from funds received by the County due to such casualty loss or governmental taking, if such amounts are not used to repair or replace the Demised Premises and the Project 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 thereof, plus accrued interest represented thereby to the date fixed for prepayment, without premium. (b) The 1994 Certificates payable after August 1, 2004 shall also be subject to prepayment prior to their respective stated Certificate Payment Dates, at the option of the County, as a whole, or in part in any order of, and in amounts of 1994 Certificates payable on, Certificate Payment Dates specified by the County, and by lot within any such Certificate Payment Date if less than all of the 1994 Certificates of such Certificate Payment Date be prepaid, from any source of available funds, on any Interest Payment Date on or after August 1, 2004, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium, if any, set forth below as a percentage of such principal amount: Prepayment Dates Premiums August 1, 2004 and February 1, 2005 2%- August 1, 2005 and February 1, 2006 1%- August gAugust 1, 2006 and thereafter 0%- (c) $(c) 1994 Certificates with a Certificate Payment Date of August 1, are also subject to mandatory prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date of prepayment, without premium. (A schedule showing , such Base Rental Payments due and payable on such dates is attached as Exhibit B. Such schedule shall be adjusted to the extent that the Base Rental Payments schedule attached to the Facility Lease is adjusted. ) (d) 1994 Certificates with a Certificate Payment Date of August 1, are also subject to mandatory prepayment prior SF2-32564.2 36 40511-93-PCM-07/11/94 to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, , by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date of prepayment, without premium. (A schedule showing such Base Rental Payments due and payable on such dates is attached as Exhibit B. Such schedule shall be adjusted to the extent that the Base Rental Payments schedule attached to the Facility Lease is adjusted. ) SECTION 4 . 02 . Selection of Certificates for Prepayment. Whenever less than all the Outstanding Certificates payable on any one Certificate Payment Date are to be prepaid on any one date, the Trustee shall select the Certificates of such Certificate Payment Date to be prepaid from the Outstanding Certificates payable on such Certificate 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, 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 (at the expense of the County) , first class postage prepaid, 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 thirty (30) nor more than sixty (60) days prior to the prepayment date. 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. Such 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. Any notice mailed as provided herein shall be conclusively presumed to have been given, whether or not such Owner receives the notice. In case of the prepayment as permitted herein of all the Certificates then Outstanding, or of all of ' the Certificates SF2-32564.2 37 40511-93-PCM-07/11/94 of any one series then Outstanding, or of all the Certificates of any one series and Certificate 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. At least thirty (30) days before each prepayment date, the Trustee shall also give notice of prepayment containing the aforementioned information by (i) registered or certified mail, postage prepaid, (ii) facsimile transmission, receipt of which shall be confirmed by telephone or otherwise or (iii) overnight delivery service to each of the Securities Depositories at their respective addresses (or at such other addresses and/or to such other Securities Depositories as may be designated in a Written Request of the County) . At least thirty (30) days before each prepayment date such notice of prepayment shall also be given by first class mail to each of the Information Services at their respective addresses (or at such other address and/or to such other national Information Services as may be designated in a Written Request of the County) . 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 forty-five (45) 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 plus accrued interest 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. 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 SF2-32564.2 38 40511-93-PCM-07/11/94 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 (including Additional Certificates delivered pursuant hereto) , and the Base Rental Payments shall not be used for any other purpose while any of the Certificates (including Additional Certificates delivered pursuant hereto) 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, 1995) , shall deposit in the Interest Fund that amount of moneys 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 SF2-32564.2 39 40511-93-PCM-07/11/94 solely for the purpose of paying the interest represented by the Certificates when due and payable. (b) Principal Fund. The Trustee, on August 1 of each year (commencing on August 1, 199_) , shall deposit in the Principal Fund that amount of moneys representing the portions of the Base Rental Payments designated as the principal component coming due on such August 1 date. 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, including the mandatory prepayment of any Certificates representing the principal components of Base Rental payable in more than one year. (c) Prepayment Fund. The Trustee, on the prepayment date specified in the Written Request of the County filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Facility Lease, shall deposit in the Prepayment Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Moneys in the Prepayment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest and principal and any applicable premium 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 (2) 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 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, with the approval of the Assistant County Administrator - Finance of the County, or a Deputy County Administrator of the County, or of the Supervising Architectural Engineer of the County, or the duly authorized representative or representatives of any of the above, endorsed thereon, 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 architects 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 minimum balance of five thousand dollars ($5, 000) in said Fund, give notice to the County of such Additional Payments required to be paid pursuant to the Facility Lease. SF2-32564.2 40 40511-93-PCM-07/11/94 SECTION 5 .04 . Establishment and Application of 1994 Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the 1994 Rebate Fund. Within the 1994 Rebate Fund, the Trustee shall maintain such accounts as shall be specified in a Written Request of the County to be necessary in order to comply with the terms and requirements of the Tax Certificate. Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 1994 Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Certificate) for payment to the federal government of the United States of America. The County and the Owners of any Certificates shall have no rights in or claim to such money. All amounts deposited into or on deposit in the 1994 Rebate Fund shall be governed by this Section, by Section 8 . 07 of the Facility Lease and by the Tax Certificate (which is incorporated herein by reference) . The Trustee shall be deemed conclusively to have complied with such provisions if it follows a Written Request of the County including supplying all necessary information in the manner provided in the Tax Certificate and shall have no liability or responsibility to enforce compliance by the County with the terms of the Tax Certificate. (b) Upon the County' s Written Request, an amount shall be deposited to the 1994 Rebate Fund by the Trustee from deposits by the County if and to the extent required, so that the balance of the amount on deposit in the 1994 Rebate Fund after such deposit shall equal the Rebate Amount for the Certificate Year calculated as of the most recent Calculation Date (as those terms are defined in the Tax Certificate) . Computations of the Rebate Amount shall be furnished to the Trustee by or on behalf of the County in accordance with the Tax Certificate. (c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section other than from moneys held in the 1994 Rebate Fund or from other moneys provided to it by the County. (d) The Trustee shall invest all amounts held in the 1994 Rebate Fund in Permitted Investments specified in a Written Request of the County or, if no such Written Request is filed with the Trustee, in Permitted Investments described in clause (1) or (9) of the definition thereof, subject to any restrictions set forth in a Written Request of the County. (e) Upon receipt of the County' s Written Request, the Trustee shall remit part or all of the balances in the 1994 Rebate Fund to the United States, as so directed. In addition, if the County so directs, the Trustee will deposit moneys into or transfer moneys out of the 1994 Rebate Fund from or into such accounts or funds as directed by the County' s written directions. Any funds remaining in the 1994 Rebate Fund after SF2-32564.2 41 40511-93-PCM-07/11/94 prepayment and payment of all of the Certificates, or provision made therefor satisfactory to the Trustee, and payment and satisfaction of any Rebate Amount, shall be withdrawn and remitted to the County upon its Written Request to the Trustee. (f) Notwithstanding any other provision of this Trust Agreement, including in particular Article X hereof, the obligation to remit the Rebate Amounts to the United States and to comply with all other requirements of this Section, Section 8 . 07 of the Facility Lease and the Tax Certificate shall survive the defeasance or payment in full of the Certificates. SECTION 5 . 05 . Investments. Upon the Written Request of the County, any moneys held by the Trustee in the Costs of Issuance Fund, Base Rental Payment Fund, in the Acquisition and Construction Fund or in the Trust Administration Fund shall be invested as directed by the County in such Written Request 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 or under the Facility Lease. Such Written Requests of the County shall not be inconsistent with the investments permitted under this Agreement. If no such Written Request is filed with the Trustee, the Trustee shall invest such moneys in Permitted Investments described in clauses (1) and (9) of the definition thereof. The Trustee may act as principal or agent in the acquisition or disposition of any such investment. The County shall notify the Trustee in writing if any investments included in the definition of Permitted Investments are no longer legal investments for counties in California. 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, except that any interest or profits on investment of any moneys held by the Trustee hereunder or pursuant to the Facility Lease during the period of acquisition and improvement of the Project and until the final Certificate of Completion is filed shall be deposited in the Acquisition and Construction Fund. 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 SF2-32564.2 42 40511-93-PCM-07/11/94 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 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 of the Trustee shall be given only (i) if, in the opinion of the Trustee (which opinion shall be based upon an Opinion of Counsel or a Certificate of the County) , such alterations, amendments or modifications are not materially adverse to the interests of the Owners, or (ii) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power therein reserved to the County, or (iii) to cure, correct or supplement any ambiguous or defective provision contained therein, or (iv) to resolve questions arising thereunder, as the parties thereto may deem necessary or desirable and which in the opinion of the Trustee (which opinion shall be based upon an Opinion of Counsel or Certificate of the County) do not materially adversely affect the interests of the Owners of the Certificates, or (v) to modify the legal description of the Demised Premises to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended to be included therein, or (vi) to provide for the execution and delivery of Additional Certificates pursuant to the terms hereof, or (vii) to provide for the requirements of any Certificate Insurer in connection with the issuance of any Certificates Insurance Policy or any entity providing a policy of municipal bond insurance or letter of credit or similar financial instrument for deposit in the Certificate Reserve Fund established pursuant to the Facility Lease to satisfy all or a portion of the Certificate Reserve Fund Requirement, so long as such alterations, amendments or modifications are not materially adverse to the interests of the Owners (based upon an Opinion of Counsel or a Certificate of the County) , or (viii) 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 and of any Certificate Insurer to such alterations, amendments or modifications; provided, however, that no such alteration, amendment or modification shall extend the date for the making of any Rental Payment, extend a Certificate Payment Date or reduce the rate of interest represented by any Certificate 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 any SF2-32564.2 43 40511-93-PCM-07/11/94 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 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 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 the Project 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 might embarrass or hamper the County in conducting its business or utilizing the Demised Premises and the Project, and the Trustee at its option (after first giving the County ten days' written notice to comply therewith and failure of the County to so comply within such ten-day period) may defend against any and all actions or proceedings in which the validity hereof is or might be questioned, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the County from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder to defend the validity hereof and to perform such agreements and covenants. 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 and the parity pledge and lien in favor of Owners of Additional Certificates issued hereunder. 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 the Project 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 SF2-32564.2 44 40511-93-PCM-07/11/94 harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County will defend against every action, suit or other proceeding at any time brought against the Trustee or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental Payments or involving the rights of the Trustee or any Owner hereunder; provided, however, that the Trustee or any Owner at its or his election may appear in and defend any such action, suit or other proceeding. The County will indemnify and hold harmless the Trustee and the Owners against any and all liability claimed or asserted by any person arising out of any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners and the Trustee 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 with respect to any such liability or expense suffered by Owners, 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 Base Rental Payments and Additional 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 with prior notice at reasonable hours and under reasonable conditions. Not later than December 1 in each year, commencing on December 1, 1994 and continuing so long as any Certificates are Outstanding, the Corporation will furnish to the Trustee, the County and any Owner who may so request a complete statement covering the receipts, deposits and disbursements of the Rental Payments for the twelve-month period ending on the preceding June 30, accompanied by an audit report and related opinion of an independent firm of certified public accountants to be employed by the Corporation, or, if so requested in writing by the Owners of at least sixty percent (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 security interest in the Base Rental Payments granted pursuant to, and the assignment of the Facility Lease made pursuant to, 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 SF2-32564.2 45 40511-93-PCM-07/11/94 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 such security interest and assignment of the Facility Lease. SECTION 6 . 08 . Further Assurances. Whenever and so often as requested to do so by the Trustee or any Owner, the Corporation and the County will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and 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 6 . 01 of the Facility Lease) occurs, 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. 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, director, officer or employee thereof, and to compel the Corporation or the County or any such member, director, 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 SF2-32564.2 46 40511-93-PCM-07/11/94 and any members, directors, officers and employees thereof 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 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; Indemnification. 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 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. The Corporation and its members, directors, officers, agents, employees and assignees 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 and the Project. The County, to the extent permitted by law, shall indemnify and hold the Corporation and its members, directors, officers, agents, employees and assignees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the construction or operation of the Demised Premises or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Demised Premises or the SF2-32564.2 47 40511-93-PCM-07/11/94 Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. 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 other agreements and covenants required to be performed by it contained in the Facility Lease or herein. SECTION 7. 08 . Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Trust Agreement or the Certificates may be prosecuted and enforced by the Trustee without the .po.ssession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners of the Certificates in respect of which such judgment has been recovered. SECTION 7.09 . Application of Money Collected. Any money collected by the Trustee pursuant to this Article (which money shall not be deemed to include any money paid by any Certificate Insurer under any Certificates Insurance Policy) shall be applied in the following order, at the date or dates fixed by the Trustee: FIRST, Costs and Expenses: to the payment of the costs and expenses of the Trustee and of the Owners in declaring such Event of Default and exercising their rights and remedies under this Article VII, including reasonable compensation to its or their agents, attorneys and counsel; SECOND, Interest: to the payment to the persons entitled thereto of all payments of interest represented by the Certificates then due in the order of the due date of such SF2-32564.2 48 40511-93-PCM-07/11/94 payments, and, if the amount available shall not be sufficient to pay in full any payment or payments coming due on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and THIRD, Principal : to the payment to the persons entitled thereto of the unpaid principal represented by any Certificates which shall have become due, whether on the Payment Date or by call for prepayment, in the order of their due dates, with interest 'on the overdue principal and interest represented by the Certificates at a rate equal to the rate paid with respect to the Certificates and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the Certificates on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference. SECTION 7. 10 . Owners' Direction of Proceedings. The Owners of not less than a majority in aggregate principal amount represented by the Certificates at the time Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall be otherwise in accordance with law and the provisions of this Trust Agreement. SECTION 7. 11. Limitations on Suits. No Owner of any Certificate shall have any right to institute any proceeding, judicial or otherwise, with respect to this Trust Agreement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 1. such Owner has previously given written notice to the Trustee of a continuing Event of Default; 2 . the Owners of not less than a majority in principal amount of the Outstanding Certificates shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 3 . such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and 4 . the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; SP2-32564.2 49 40511-93-PCM-07/11/94 it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Trust Agreement to affect, disturb or prejudice the rights of any other Owners of Certificates, or to obtain or to seek to obtain priority or preference over any other Owners or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal and ratable benefit of all Owners of the Certificates. 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 Base Rental Payments and Additional 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 Trustee set forth in Section 3 . 07 (b) , (c) and (e) of the Facility Lease, subject to the conditions and terms hereof. SECTION 8 . 02 . Duties, Removal and Resignation of the Trustee. So long as no Event of Default has occurred and is continuing, 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 Trustee hereunder shall be a bank or trust company doing business and having a principal corporate trust office in California, having (or, in the case of a bank or trust company included in a bank holding company system, shall have a related bank holding company 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 (or a related bank holding company) publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company (or a related bank holding company) shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company SF2-32564.2 50 40511-93-PCM-07/11/94 resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under this Section, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The Trustee may at any time resign by giving written notice of such resignation to the Corporation, the County and the Owners, which notice to the Owners shall be mailed, first class postage prepaid. Upon receiving such notice of resignation, the Corporation and the County shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Corporation and the County do 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 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, further, that the Trustee shall have a 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 shall be made first 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 the Project by the County, (ii) any act of negligence by the County or of any of its agents, contractors, employees, invitees, licensees, officers or servants in connection with the SF2-32564.2 51 40511-93-PCM-07/11/94 Demised Premises and the Project, (iii) the presence on, under or about, or the release from the Project or the Demised Premises of any substances, materials or wastes which are or which become regulated or classified as hazardous or toxic under federal, state or local laws, (iv) the authorization of the payment of any costs or expenses of construction of the Project, or (v) the exercise of any rights or obligations of the Trustee hereunder; provided that no indemnification will be made for negligence or willful misconduct by the Trustee. The Trustee' s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and the final payment or defeasance of the Certificates . 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. The Trustee shall not be responsible for the sufficiency of the Facility Lease, or of the assignment made to it by the Assignment Agreement of all rights to receive the Rental Payments under the Facility Lease, or of the title to or value of the Demised Premises and the Project. 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 SF2-32564.2 52 40511-93-PCM-07/11/94 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 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 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 negligence or willful misconduct. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until it shall have actual knowledge thereof. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations, fiduciary or otherwise, shall be read into this Trust Agreement against the Trustee. The recitals of facts herein and in the Certificates contained shall be taken as statements of the County, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Trust Agreement or of the Certificates or incur any responsibility in respect thereof, other than in connection with the respective duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent or engaged in willful misconduct in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Certificates at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee. The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement. SF2-32564.2 53 40.511-93-PCM-07/11/94 The Trustee has no obligation or liability to the Owners to make payment of principal, premium, if any, or interest pertaining to the Certificates except from Base Rental Payments. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights and powers, if it shall have reasonable grounds for believing the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 . 01. Amendment or Supplement. 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 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) change the fixed Certificate 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 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 SF2-32564.2 54 40511-93-PCM-07/11/94 not materially 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; or (c) to modify, amend or supplement this Trust Agreement or any agreement supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Certificates for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Trust Agreement or any agreement supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute; or (d) to make any modifications or changes necessary or appropriate in the Opinion of Counsel to preserve or protect the exclusion from gross income of interest represented by the Certificates for federal income tax purposes; or (e) to make any modifications or changes necessary or appropriate in connection with the execution and delivery of Additional Certificates, including without limitation provisions which would allow such Additional Certificates to be issued in the form of term Certificates in addition to serial Certificates; or (f) to provide for the requirements of any Certificate Insurer in connection with the issuance of any Certificates Insurance Policy or any entity providing a policy of municipal bond insurance or letter of credit or similar financial instrument for deposit in the Certificate Reserve Fund established pursuant to the Facility Lease to satisfy all or a portion of the Certificate Reserve Fund Requirement, so long as such alterations, amendments or modifications are not materially adverse to 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 SF2-32564.2 55 40511-93-PCM-07/11/94 be entitled to consent to or take any other action provided in this Article or Section 7. 01 hereof, and the Trustee may adopt appropriate regulations to require each Owner, before his consent provided for herein shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. SECTION 9.. 03 . Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Owner of any Outstanding Certificate and presentation of such Certificate for such purpose at the principal corporate trust office of the Trustee in Los Angeles, 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 Los Angeles, 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. ARTICLE X DEFEASANCE SECTION 10 . 01. Discharge of Certificates and Trust Agreement. (a) If the County shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest, principal and premium, if any, 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 except only as provided in subsection (b) below, provided further, however, that the provisions of Section 10 . 02 shall apply in all events. (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 SF2-32564.2 56 40511-93-PCM-07/11/94 specified in clauses (1) and (7) of the definition of the term Permitted Investments contained in Section 1. 01 (not callable by the issuer thereof prior to maturity) in an amount sufficient (together with the increment, earnings and interest on such securities) to pay the interest and principal and premium, if any, represented by such Certificates payable on their Payment Dates or on any dates of prepayment prior thereto, except that the Owners thereof shall be entitled to the principal, premium and interest represented by such Certificates, and the County shall remain liable for such Base Rental Payments, but only out of such moneys or securities deposited with the Trustee as aforesaid for such payment. (c) After the payment of all the interest and principal represented by all Outstanding Certificates as 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 and premium, if any, evidenced and represented by such Certificates and any unpaid fees and expenses of the Trustee. 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, premium, if any, or principal represented by any of the Certificates which remain unclaimed for two (2) 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 two (2) years after the date of deposit of such moneys if deposited with the Trustee after the date when the interest, premium, if any, 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 may, at 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 SF2-32564.2 57 40511-93-PCM-07/11/94 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 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. 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 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 officer or employee of the County from the SF2-32564.2 58 40511-93-PCM-07/11/94 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 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. Funds. Any fund required to be established and maintained herein by the Trustee except the Rebate Funds 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 current industry standards and with due regard for the protection of the security of the Certificates and the rights of the Owners. SF2-32564.2 59 40511-93-PCM-07/11/94 Except for moneys held in the Rebate Funds, 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 or the Facility Lease. SECTION 11.08 . 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, " "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. 09 . 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 person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11. 10. California Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 11. 11. 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: c/o Clerk of the Board of Supervisors SF2-32564.2 60 40511-93-PCM-07/11/94 County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Corporation: c/o County Administrator County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Meridian Trust Company of California 650 California Street, 8th Floor San Francisco, California 94108 SECTION 11. 12 . Nonbusiness Days . When any action is provided herein to be done on a day named or within a time period named, and the day or the last day of the period falls on a day other than a Business Day, it may be performed on the next succeeding Business Day with effect as though performed on the appointed day or within the specified period. SECTION 11. 13 . Effective Date. This Trust Agreement shall become effective upon its execution and delivery. SECTION 11. 14 . Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. SF2-32564.2 61 40511-93-PCM-07!11/94 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. MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Officer CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION By: President By: Secretary COUNTY OF CONTRA COSTA [SEAL] By: Chair of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator By: Deputy Approved as to form: County Counsel SF2-32564.2 62 40511-93-PCM-07/11/94 EXHIBIT A PROJECT PHASE I FACILITIES Facility Location Muir Station Office Park Building #1 597 Center Avenue Martinez, California PROJECT PHASE II FACILITIES Facility Location Social Service Building 1305 Macdonald Avenue Richmond, California PROJECT PHASE III FACILITIES Facility Location Social Service Building 151 Linus Pauling Drive Hercules, California PROJECT PHASE IV FACILITIES Facility Location Health Services Building 205 41st Street Richmond, California SF2-32564.2 A-1 40511-93-PCM-07/11/94 EXHIBIT B BASE RENTAL PAYMENT DATES ON WHICH 1994 CERTIFICATES PAYABLE ON AUGUST 1, ARE SUBJECT TO MANDATORY PREPAYMENT August 1 Principal Payment Date Amount BASE RENTAL PAYMENT DATES ON WHICH 1994 CERTIFICATES PAYABLE ON AUGUST 1, ARE SUBJECT TO MANDATORY PREPAYMENT August 1 Principal Payment Date Amount * Payment Date SF2-32564.2 B-1 40511-93-PCM-07/11/94 TRUST-AGREEMENT by and among MERIDIAN TRUST COMPANY OF CALIFORNIA and CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of August 1, 1994 RELATING TO CERTIFICATES OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) $23, 090, 000 CERTIFICATES OF SERIES OF 1994 SF2-32364.4 JC r TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01. Definitions . . . . . . . . . . . . . . . . 2 SECTION 1.02 . Equal Security . . . . . . . . . . . . . . . 16 ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 .01. Preparation of Certificates; Initial Series of Certificates . . . . . . . . . SECTION 2 .02 . Denominations and Dating of 1994 Certificates 16 SECTION 2 .03 . Payment Dates of 1994 Certificates; Medium, Method and Place of Payment . . . . . . 17 SECTION 2 . 04. Form of 1994 Certificates . . . . . . . . . . 19 SECTION 2 .05. Execution of Certificates . . . . . . . . 27 SECTION 2 .06. Transfer and Payment of Certificates; Exchange of Certificates . . . . . . . . . . . . . 27 SECTION 2 .07. Certificate Registration Books . . . . . . . 27 SECTION 2 .08 . Temporary Certificates . . . . . . . . . . . 28 SECTION 2 . 09 . Certificates Mutilated, Lost, Destroyed or Stolen . . . . . . . . 28 SECTION 2 .10 . Destruction of Cancelled Certificates . . . . 29 SECTION 2 .11. Special Covenants as to Book-Entry Only System 29 ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 .01. Delivery of 1994 Certificates . . . . . . . . 31 SECTION 3 .02 . Deposit of Proceeds of 1994 Certificates 31 SECTION 3 .03 . Use of Moneys in the Acquisition and Construction Fund . . . . . . . . . . . . 32 SECTION 3 .04. Execution and Delivery of Additional Certificates . . . . . . . . . . . . . 34 SECTION 3 . 05 . Proceedings for Authorization of Additional Certificates . . . . . . . . . . . . . . . 35 ARTICLE IV PREPAYMENT OF CERTIFICATES SECTION 4.01. Terms of Prepayment . . . . . . . . . . . . . 37 SECTION 4.02 . Selection of Certificates for Prepayment . . 38 SECTION 4.03 . Notice of Prepayment . . . . . . . . . 38 SECTION 4.04. Partial Prepayment of Certificates . . . . . 39 SECTION 4.05 . Effect of Prepayment . . . . . . . . . . . . 39 SF2-32364.4 i ARTICLE V RENTAL PAYMENTS SECTION 5.01. Pledge of Base Rental Payments; Base Rental Payment Fund . . . . . . . . . . . . . . . 40 SECTION 5.02 . Deposit of Base Rental Payments . . . . . 40 SECTION 5.03 . Trust Administration Fund . . . . . 41 SECTION 5 .04. Establishment and Application of 1994 Rebate Fund . . . . . . . . . . . . . . . . . . 42 SECTION 5 .05 . Investments . . . . . . . . . . . . . . . . . 43 ARTICLE VI COVENANTS SECTION 6.01. Compliance with Trust Agreement . . . . . . . 44 SECTION 6.02 . Compliance with or Amendment of Facility Lease 44 SECTION 6 .03 . Observance of Laws and Regulations . . . . . 45 SECTION 6.04. Other Liens . . . . . . . . . . . . . . . . . 45 - SECTION 6 .05. Prosecution and Defense of Suits . . . . . . 46 SECTION 6 .06 . Accounting Records and Statements . . . . . . 46 SECTION 6 .07. Recordation and Filing . . . . . . . . . . . 47 SECTION 6 .08 . Further Assurances . . . . . . . . . . . . . 47 ARTICLE VII DEFAULT AND LIMITATIONS OF LIABILITY SECTION 7.01. Action on Default . . . . . . . . . . . . . 47 SECTION 7.02 . Other Remedies of the Trustee . . . . . . . . 47 SECTION 7.03 . Non-Waiver . . . . . . . . . . . . . . . . . 48 SECTION 7.04 . Remedies Not Exclusive . . . . . . . . 48 SECTION 7. 05 . No Liability by the Corporation to the Owners; Indemnification . . . . . . . . . . . . . 48 SECTION 7.06. No Liability by the County to the Owners . . 49 SECTION 7.07. No Liability by the Trustee to the Owners . . 49 SECTION 7. 08 . Trustee May Enforce Claims Without Possession of Certificates . . . . . . . . . . . . . . . 49 SECTION 7.09 . Application of Money Collected . . . . . . . 49 SECTION 7.10 . Owners' Direction of Proceedings . . . . . . 50 SECTION 7.11. Limitations on Suits . . . . . . . . . . . . 50 ARTICLE VIII THE TRUSTEE SECTION 8 .01. Employment of the Trustee . . . . . . . . 51 SECTION 8 .02 . Duties, Removal and Resignation of the Trustee 51 SECTION 8 .03 . Compensation and Indemnification of the Trustee52 SECTION 8 . 04. Protection of the Trustee . . . . . . . . . . 53 SF2-32564.4 11 Page ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 .01. Amendment or Supplement . . . . . . . . . . . 55 SECTION 9 .02 . Disqualified Certificates . . . . . . . . . . 57 SECTION 9 .03 . Endorsement or Replacement of Certificates After Amendment or Supplement . . . . . . . . . 57 SECTION 9 .04. Amendment by Mutual Consent . . . . . . . . . 57 ARTICLE X DEFEASANCE SECTION 10 .01. Discharge of Certificates and Trust Agreement 58 SECTION 10.02 . Unclaimed Moneys . . . . . . . . . . . . . . 58 ARTICLE XI MISCELLANEOUS SECTION 11.01. Benefits of Trust Agreement Limited to Parties59 SECTION 11. 02 . Successor Deemed Included in all References to Predecessor . . . . . . . . . . . . . . . 59 SECTION 11. 03 . Execution of Documents by Owners . . . . . . 59 SECTION 11.04 . Waiver of Personal Liability . . . . . . . . 60 SECTION 11.05. Acquisition of Certificates by County . . . 60 SECTION 11.06 . Content of Certificates . . . . . . . . . 60 SECTION 11.07. Funds . . . . . . . . . . . . . . . . . . . 61 SECTION 11.08 . Article and Section Headings, Gender and References . . . . . . . . . . . . . . 61 SECTION 11.09 . Partial Invalidity . . . . . . . . . . . . . 61 SECTION 11.10 . California Law . . . . . . . . . . . . . . . 62 SECTION 11.11. Notices . . . . . . . . . . . . . . . . . . 62 SECTION 11.12 . Nonbusiness Days . . . . . . . . . . . . . . 62 SECTION 11. 13 . Effective Date . . . . . . . . . . . . . . . 62 SECTION 11.14. Execution in Counterparts . . . . . . . . . 62 SF2-32564.4 111 r This TRUST AGREEMENT, made and entered into as of August 1, 1994, by and among MERIDIAN TRUST COMPANY OF CALIFORNIA, a trust company duly organized and existing under and by virtue of the laws of the State of California (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 body corporate and politic and a political subdivision of the State of California (the "County") ; W I T N E S S E T H: WHEREAS, the County has determined that it would be in the best interest of the County and the residents of the County to enter into a certificate of participation financing for the purpose of acquiring and improving the (i) Muir Station Office Park Building #1 located at 597 Center Avenue, Martinez, California ("Project Phase I") , (ii) Social Service Building located at 1305 Macdonald Avenue, Richmond, California ( "Project Phase II") , (iii) Social Service Building located at 151 Linus Pauling Drive, Hercules, California ( "Project Phase III") and (iv) Health Services Building located at 205 41st Street, Richmond, California ( "Project Phase IV") ; WHEREAS, Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (the "Corporation") , has been incorporated by a group of public spirited citizens of the County for the specific and primary purpose of providing financial assistance to the County of Contra Costa by financing the acquisition, construction, improvement and remodeling of public buildings and facilities; 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; WHEREAS, the County has assigned its purchase options in connection with Project Phases I, II, III and IV to the Corporation; WHEREAS, the Corporation will acquire the Project and lease the Project to the County pursuant to a document entitled "Facility Lease (Various Capital Facilities) , " to be dated as of August 1, 1994 (the "Facility Lease") ; WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Corporation for the lease of the Project; 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 SF2-32564.4 Agreement" and dated as of August 1, 1994 (the "Assignment Agreement") ; 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 County hereby certifies 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 the Certificates do exist, have happened and have been performed in regular and due time, form and manner as required by law; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS; EQUAL SECURITY SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Certificates and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein (and capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Facility Lease) , the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Acquisition and Construction Fund The term "Acquisition and Construction Fund" means the fund by that name established in Section 3 . 02 . Additional Certificates The term "Additional Certificates" means additional series of certificates of participation executed and delivered hereunder pursuant to Sections 3 .04 and 3 .05 hereof. Additional Payments The term "Additional Payments" means the additional payments payable by the County under and pursuant to Section 3 .02 of the Facility Lease. SF2-32564.4 2 I Assignment Agreement The term "Assignment Agreement" means that certain Assignment Agreement by and between the Corporation and the Trustee, dated as of August 1, 1994, which agreement was recorded in the office of the County Recorder of the County of Contra Costa on August 31, 1994 under Recorder's Serial No. 94-216904. 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 .01 of the Facility Lease. Board The term "Board" means the Board of Supervisors of the County or any successor thereto. Business Day The term "Business Day" means any day on which the Trustee is open for corporate trust business in San Francisco, California. Certificate Insurer The term "Certificate Insurer" means any insurance company or companies which has or have issued any Certificates Insurance Policy insuring payment of the amounts of principal and interest represented by the Certificates or any series or portion thereof. Certificate of Completion The term "Certificate of Completion" means a Certificate of the County certifying that any Phase of the Project has been completed, stating the date of such completion and stating that all of the Project Costs thereof 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 and Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved) . SF2-32564.4 3 Certificate of the Corporation The term "Certificate of the Corporation" means an instrument in writing signed by the President or the Vice President or the Treasurer or the Assistant Treasurer or the Secretary or the Assistant Secretary of the Corporation, or by any other officer of the Corporation duly authorized by the Corporation in writing to the Trustee for that purpose. 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 his designee, 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 in writing to the Trustee for that purpose. 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. Certificate Payment Date The term "Certificate Payment Date" means, with respect to any Certificate, the August 1 designated therein, which is the date on which the principal component of the Base Rental Payments evidenced and represented thereby shall become due and payable. Certificate Reserve Fund The term "Certificate Reserve Fund" shall have the meaning ascribed to such term in the Facility Lease. Certificate Reserve Fund Requirement The term "Certificate -Reserve Fund Requirement" shall have the meaning ascribed to such term in the Facility Lease. Certificates; 1994 Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant hereto and then Outstanding. The term "1994 Certificates" means the Certificates executed and delivered by the Trustee pursuant hereto and then Outstanding, the proceeds of which are for the acquisition, construction and improvement of Project Phases I, II, III and IV. SF2-32564.4 4 i Certificates Insurance Policy The term "Certificates Insurance Policy" means any policy or policies of insurance or financial guaranty bond insuring payment of the amounts of principal and interest represented by the Certificates and issued by a Certificate Insurer. Code The term "Code" means the Internal Revenue Code of 1986, as amended. Corporation The term "Corporation" means (i) 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; (ii) any surviving, resulting or transferee entity; and (iii) except where the context requires otherwise, any assignee of the Corporation. Costs of Issuance The term "Costs of Issuance" means all items of expense_ directly or indirectly payable by or reimbursable to the County or the Corporation and related to the authorization, execution and delivery of the Facility Lease, the Assignment Agreement and the Trust Agreement and the related sale of the Certificates, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial fees and charges of the Trustee (including its counsel's legal fees) , legal fees and charges, fees and disbursements of consultants and professionals, title insurance fees, fees and charges for preparation, execution and safekeeping of the Certificates, fees of the Corporation, costs of printing and distribution of the preliminary and final official statements and any other cost, charge or fee in connection with the original execution and delivery of the Certificates. Costs of Issuance Fund The term "Costs of Issuance Fund" means the fund by that name established in Section 3 . 02 . County The term "County" means the County of Contra Costa, a body corporate and politic and a political subdivision of the State of California. M-=64.4 5 c � Certificate of the Corporation The term "Certificate of the Corporation" means an instrument in writing signed by the President or the Vice President or the Treasurer or the Assistant Treasurer or the Secretary or the Assistant Secretary of the Corporation, or by any other officer of the Corporation duly authorized by the Corporation in writing to the Trustee for that purpose. 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 his designee, 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 in writing to the Trustee for that purpose. 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. Certificate Payment Date The term "Certificate Payment Date" means, with respect to any Certificate, the August 1 designated therein, which is the date on which the principal component of the Base Rental Payments evidenced and represented thereby shall become due and payable. Certificate Reserve Fund The term "Certificate Reserve Fund" shall have the meaning ascribed to such term in the Facility Lease. Certificate Reserve Fund Requirement The term "Certificate Reserve Fund Requirement" shall have the meaning ascribed to such term in the Facility Lease. Certificates; 1994 Certificates The term "Certificates" means the certificates of participation executed and delivered by the Trustee pursuant hereto and then Outstanding. The term "1994 Certificates" means the Certificates executed and delivered by the Trustee pursuant hereto and then Outstanding, the proceeds of which are for the acquisition, construction and improvement of Project Phases I, II, III and IV. SF2-32564.4 4 Certificates Insurance Policy The tern "Certificates Insurance Policy" means any policy or policies of insurance or financial guaranty bond insuring payment of the amounts of principal and interest represented by the Certificates and issued by a Certificate Insurer. Code The term "Code" means the Internal Revenue Code of 1986, as amended. Corporation The term "Corporation" means (i) 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; (ii) any surviving, resulting or transferee entity; and (iii) except where the context requires otherwise, any assignee of the Corporation. Costs of Issuance The term "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the County or the Corporation and related to the authorization, execution and delivery of the Facility Lease, the Assignment Agreement and the Trust Agreement and the related sale of the Certificates, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial fees and charges of the Trustee (including its counsel' s legal fees) , legal fees and charges, fees and disbursements of consultants and professionals, title insurance fees, fees and charges for preparation, execution and safekeeping of the Certificates, fees of the Corporation, costs of printing and distribution of the preliminary and final official statements and any other cost, charge or fee in connection with the original execution and delivery of the Certificates. Costs of Issuance Fund The term "Costs of Issuance Fund" means the fund by that name established in Section 3 .02 . County The term "County" means the County of Contra Costa, a body corporate and politic and a political subdivision of the State of California. SF2.32564.4 5 Demised Premises The term "Demised Premises" means that certain real property situated in the County of Contra Costa, State of California, described in Exhibit A attached to the Facility Lease and made a part thereof, together with any additional real property added thereto by any supplement, or amendment thereto; subject, however, to any conditions, reservations and easements of record or known to the County. Event of Default The term "Event of Default" shall have the meaning specified in Section 7. 01. Facility Lease The term "Facility Lease" means that certain lease, entitled "Facility Lease (Various Capital Facilities) , " by and between the Corporation and the County, dated as of August 1, 1994, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County of Contra Costa on August 31, 1994 under Recorder' s Serial No. 94-216903 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. Information Services The term "Information Services" means (1) Financial Information, Inc. ' s Financial Daily Called Bond Service, 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; (2) Moody's Municipal and Government, 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; (3) Kenny Information Service' s Called Bond Service, 65 Broadway, 16th Floor, New York, New York 10006; (4) Standard & Poor' s Called Bond Record, 25 Broadway, 3d Floor, New York, New York 10004, or such other Information Services or addresses as may be designated in a Certificate of the County. Interest Fund The term "Interest Fund" means the fund by that name established in Section 5 .02 . SF2-32564.4 6 Interest Payment Date The term "Interest Payment Date" means a date on which interest evidenced and represented by the Certificates becomes due and payable, being February 1 and August 1 of each year to which reference is made (commencing on February 1, 1995) . Moody' s Investors Service The term "Moody's Investors Service" means Moody's Investors Service, Inc. , a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody' s Investors Service" shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. 1994 Purchaser The term 91994 Purchaser" means BA Securities, Inc. , as representative of the underwriters and purchasers of the 1994 Certificates. 1994 Rebate Fund The term "1994 Rebate Fund" means the fund by that name established in Section 5 .04 . Opinion of Counsel The term "Opinion of Counsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the County or the Corporation and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval) . Outstanding The term "Outstanding, " when used as of any particular time with reference to Certificates, means (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 . SF2-32564.4 7 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 February 1, 1995 and terminating on August 1, 2024 to which reference is made: Permitted Investments The term "Permitted Investments" means any of the following to the extent then permitted by the laws of the State of California: (1) Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including such obligations which have been stripped of their unmatured interest coupons (in the case of direct and general obligations of the United States of America) which evidence ownership of proportionate interests in future interest or principal_ payments of such obligations. Investments in such proportionate interests must be limited to circumstances wherein (a) a bank or trust company acts as custodian and holds the underlying United States obligations; (b) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States obligations; and (c) the underlying United States obligations are held in a special account, segregated from the custodian' s general assets, and are not available to satisfy any claim of the custodian, any person claiming through the custodian, or any person to whom the custodian may be obligated. The obligations described in this paragraph are hereinafter called the "United States Obligations" ; (2) Obligations issued or guaranteed by the Federal National Mortgage Association or the following instrumentalities or agencies of the United States of America (the obligations described in this paragraph being called the "Federal Agency Obligations") : (a) Federal Home Loan Banks; (b) Government National Mortgage Association; (c) Farmers Home Administration; (d) Federal Home Loan Mortgage Corporation; (e) Federal Housing Administration; sP2-32364.4 8 (f) Farm Credit Banks (Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) ; (g) Student Loan Marketing Association; and (h) Resolution Funding Corporation obligations consisting of the right to receive interest which has been separated from the right to receive principal; (3) Long-term obligations of any state or authority or local agency thereof and that are rated Aa or better by Moody's Investors Service and AA or better by Standard and Poor' s Corporation at the time of purchase, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled or operated by the County or any state or by a department, board, agency or authority thereof; (4) Short-term obligations of any state or authority or local agency thereof and that are rated in one of the two highest rating categories assigned by Moody's Investors Service and Standard and Poor's Corporation at the time of purchase, including bonds payable solely out of the revenues from a revenue-producing property .owned, controlled or operated by the County or a state or by a department, board, agency or authority thereof; (5) Interest-bearing deposit accounts (including certificates of deposit) in a nationally or state-chartered bank, or state or federal savings and loan association, including the Trustee or any affiliate thereof, which are either (i) fully insured by the Federal Deposit Insurance Corporation, or (ii) issued by any national or state-chartered bank, or state or federal savings and loan association whose interest-bearing demand or time deposits (including certificates of deposit) are rated at the time of their issuance at least Aa by Moody's Investors Service and at least AA by Standard & Poor's Corporation; (6) Investments in repurchase agreements, the maturities of which are thirty (30) days 'or less, entered into with financial institutions such as banks or trust companies organized under state law or national banking associations, insurance companies, or government bond dealers reporting to, trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of the Security Investors Protection Corporation (SIPC) or with a dealer or parent holding company, in each such case the debt of which is rated at least Aa or P-1 by Moody' s Investors Service and at least AA or A-1+ by Standard and Poor's Corporation at the time of such investment. Such repurchase agreements shall be collateralized by United States SF2-32364.4 9 Obligations or Federal Agency Obligations the fair market value of which, together with the fair market value of the repurchase agreement securities, shall be maintained at the collateralization levels required by Moody's Investors Service and Standard and Poor's Corporation (as certified to the Trustee by a Certificate of the County) , and the provisions of the repurchase agreement shall meet the following additional criteria: (a) the Trustee (who shall not be the provider of the collateral) has possession of the United States Obligations or Federal Agency Obligations; (b) failure to maintain the requisite collateral levels will require the Trustee to liquidate the United States Obligations or Federal Agency Obligations immediately; (c) the Trustee has a perfected, first priority security interest in the United States Obligations or Federal Agency Obligations; and (d) the United States Obligations or Federal Agency Obligations are free and clear of third-party liens, and in the case of an SIPC broker, were not acquired pursuant to a repurchase or reverse repurchase agreement; (7) Pre-refunded municipal obligations rated Aaa by Moody' s Investors Service and AAA by Standard and Poor's Corporation and meeting the following conditions: (a) the municipal obligations are (i) not to be redeemed prior to maturity or the trustee has been given irrevocable instructions concerning their calling and redemption and (ii) the issuer has covenanted not to redeem such municipal obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash or United States Obligations that may be applied only to interest, principal, and premium payments of such municipal obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities on the municipal obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; and SF2-32564.4 10 (e) the United States Obligations (plus any cash in the escrow fund) are not available to satisfy any other claims, including those against the trustee or escrow agent; (8) Prime commercial paper of a United States corporation, finance company or banking institution of the highest ranking or of the highest letter and numerical rating as provided for by Moody's Investors Service and Standard & Poor's Corporation; eligible paper is further limited to issuing corporations that are organized and operating within the United States and having total assets in excess of $500, 000, 000 and have an "A" or higher rating for the issuer's debt, other than commercial paper, if any, as provided for by Moody's Investors Service and Standard & Poor' s Corporation at the time of purchase; purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10W of the outstanding paper of an issuing corporation; (9) Shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or shares in a regulated investment company (as defined in Section 851 (a) of the Code) that is a money market fund (whose shares are registered under the Federal Securities Act of 1940) that has been rated in the highest rating category by Moody' s Investors Service and AAAm, AAAm-G or AAm by Standard and Poor' s Corporation (including funds for which the Trustee or any affiliate thereof provides investment advisory or other management services) , investing in the securities and obligations as authorized by clauses (1) to (10) , inclusive, of this definition, and which comply with the investment restrictions of Articles 1 and 2 of Chapter 4 of Title 5 of the California Government Code (commencing with Section 53630) ; to be eligible for investment pursuant to this clause these companies shall either: (1) attain the highest ranking or the highest letter and numerical rating provided by Moody' s Investors Service and Standard & Poor' s Corporation, or (2) have an investment adviser registered with the Securities and Exchange Commission, if applicable, with not less than five years experience investing in the securities and obligations as authorized by clauses (1) through (4) , (6) through (10) and (11) , inclusive, of this definition and with assets under management in excess of $500, 000, 000. The purchase price of shares of beneficial interests purchased pursuant to this clause shall not include any commission that these companies may charge; (10) Negotiable certificates of deposit secured at all times by United States Obligations or Federal Agency SF2-32564.4 1 I _ Obligations issued by a nationally or state-chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code) or by a state-licensed branch of a foreign bank, any of the above of which are rated A or better by Standard & Poor' s Corporation and A or better by Moody's Investors Service at the time of purchase; provided that such collateral is at all times held by a third party and Certificate owners have a perfected first security interest in such collateral; (11) Shares in the California Arbitrage Management Trust, a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State of California, as it may be amended; (12) Investment in the Local Agency Investment Fund (as that term is defined in Section 16429 .1 of the California Government Code, as such Section may be amended or recodified from time to time) , provided that the Trustee may restrict investments in the Local Agency Investment Fund if required to keep monies available pursuant to this Trust Agreement; and (13) Any other investments which the County deems to be prudent investments and in which the County directs the Trustee to invest, provided that such investments are rated AA or better by Standard & Poor' s Corporation and Aa or better by Moody' s Investors Service at the time of such investment. Phase of the Project The term "Phase of the Project" means Project Phase I, II, III and IV or such Subsequent Phase of the Project to which reference is made. 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 . SF2-32564.4 12 Project The term "Project" means Project Phases I, II, III, N and all Subsequent Phases of the Project. Project Costs The term "Project Costs" means all costs of acquisition and construction of the Project and of expenses incident thereto (or for making reimbursements to the Corporation or the County or any other person, firm or corporation for such costs theretofore paid by him or it) , including, but not limited to, architectural and engineering fees and expenses, interest during construction, furnishings and equipment, tests and inspection, surveys, land acquisition, insurance premiums (including title insurance) , losses during construction not insured against because of deductible amounts, costs of accounting, feasibility, environmental and other reports, inspection costs, permit fees, and charges and fees in connection with the foregoing. Project Phase I The term "Project Phase I" means the Muir Station Office Park Building #1 located at 597 Center Avenue, Martinez, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, - equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Project Phase II The term "Project Phase II" means the Social Service Building located at 1305 Macdonald Avenue, Richmond, California described in, Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. Project Phase III The term "Project Phase III" means the Social Service Building located at 151 Linus Pauling Drive, Hercules, California described in Exhibit A hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, all located on the Demised Premises pursuant to the Facility Lease. SF2-32564.4 13 Project Phase IV The term "Project Phase IV" means the Health Services Building located at 205 41st Street, Richmond, California described in Exhibit A hereto, together with parking, site . development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities; all located on the Demised Premises pursuant to the Facility Lease. Rebate Funds The term "Rebate Funds" means the 1994 Rebate Fund and subsequent rebate funds established in Supplemental Trust Agreements entered into in connection with the execution and delivery of Additional Certificates. Rental Payments The term "Rental Payments" means the Base Rental Payments. Representations Letter The term "Representations Letter" means the letter of representations, dated the date of execution and delivery of the- 1994 Certificates, to The Depository Trust Company, New York, New York, from the County and the Trustee relating to the 1994 Certificates. Securities Depositories The term "Securities Depositories" means (1) The Depository Trust Company, 711 Stewart Avenue, Garden City, NY 11530, Facsimile transmission: (516) 227-4039 (516) 227-4190; (2) Midwest Securities Trust Company Capital Structureds-Call Notification, 440 South La Salle Street, Chicago, IL 60605, Facsimile transmission: (312) 663-2343; (3) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, PA 19103, Facsimile transmission: (215) 496-5048, or such other Securities Depositories or addresses as may be designated in a Certificate of the County. Standard & Poor' s Corporation The term "Standard & Poor's Corporation" means Standard & Poor' s Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Standard & Poor's Corporation shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. sae-32564.4 14 State i The term "State" means the State of California. Subsequent Phase of the Project The term "Subsequent Phase of the Project" means any and all facilities and buildings, whether within or without the County, and all additions, extensions or improvements thereto hereafter added to the Project and hereafter described by a Supplemental Trust Agreement. Supplemental Trust Agreement The term "Supplemental Trust Agreement" means an agreement amending or supplementing the terms hereof entered into pursuant to the terms hereof. Tax Certificate The term "Tax Certificate" means the certificate relating to Section 103 of the Code, executed by the County on the date of delivery of the 1994 Certificates to the 1994 Purchaser, as originally delivered and as it may be amended from time to time. 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 August 1, 1994, as originally executed and as it may from . time to time be amended or supplemented by a Supplemental Trust Agreement in accordance herewith. Trustee The term "Trustee" means Meridian Trust Company of California, a trust company duly organized and existing under and by virtue of the laws of the State of 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 its Vice President or its Treasurer or its Assistant Treasurer or its Secretary or an Assistant Secretary or by any other person (whether or not an officer of the sF2.32564.4 15 Corporation) who is specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. 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 his designee, 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 in writing to the Trustee for that purpose. 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. ARTICLE II TERMS AND CONDITIONS OF CERTIFICATES SECTION 2 .01. Preparation of Certificates; Initial Series of Certificates. Certificates may be executed and delivered hereunder from time to time in an aggregate amount equal to the principal components of Base Rental Payments to become due and payable pursuant to the Facility Lease. The Trustee is hereby authorized to prepare an initial series of Certificates designated "County of Contra Costa Certificates of Participation (Various Capital Facilities) , Series of 1994" in the aggregate principal amount of twenty-three million ninety thousand dollars ($23, 090, 000) , evidencing and representing the aggregate principal components of the Base Rental Payments and each evidencing and representing a fractional undivided interest in the Base Rental Payments. Initially, the 1994 Certificates shall be delivered in the form of one certificate for each Certificate Payment Date and shall be registered in the name of "Cede & Co. , " as nominee of The Depository Trust Company. SECTION 2 .02 . Denominations and Dating of 1994 Certificates. The 1994 Certificates shall be prepared in the form of fully registered Certificates in the denominations of SF2-32564.4 16 five thousand dollars ($5, 000) each or any integral multiple thereof so long as no 1994 Certificate shall represent principal becoming payable on more than one Certificate Payment Date. The 1994 Certificates shall be dated August 1, 1994 and shall evidence and represent interest from August 1, 1994. SECTION 2.03 . Payment Dates of 1994 Certificates: Medium. Method and Place of Payment. The 1994 Certificates shall have Certificate Payment Dates of August 1 in the years and shall evidence and represent principal components in the amounts, with an interest component with respect to the 1994 Certificates calculated on the basis of a 360-day year composed of twelve 30-day months at the rates, as follows: 1994 Certificate Payment Date Principal Interest Auqust 1 Amount Component 1995 $ 270, 000 5 .20% 1996 285, 000 5 .20 1997 300, 000 5 .20 1998 315, 000 5.20 1999 335, 000 5.20 2000 355, 000 5 .40 2001 375, 000 5 .50 2002 400, 000 5. 60 2003 420, 000 5 .70 2004 450, 000 5 .80 2005 475, 000 5 .90 2006 510, 000 6.00 2007 545, 000 6 .10 2008 580, 000 6 .20 2009 620, 000 6.25 2010 665, 000 6.30 2011 715, 000 6 .30 2012 765, 000 6 .40 2013 815, 000 6.40 2014 875, 000 6 .40 2019 5,400, 000 6 .50 2024 7, 620, 000 6.50 The interest evidenced and represented by the 1994 Certificates shall be payable on February 1 and August 1 of each year, beginning on February 1, 1995 and continuing to and including their Certificate Payment Dates or on prepayment prior thereto, and shall evidence and 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 1994 Certificates are issuable only in denominations of $5, 000 and any integral multiple thereof. sae-32564.4 17 The principal evidenced and represented by the 1994 Certificates is payable on August 1 of each year, beginning on August 1, 1995 and continuing to and including August 1, 2014 and on August 1, 2019 and on August 1, 2024. The 1994 Certificates with a Certificate Payment Date of August 1, 2019 evidence and represent, in the aggregate, the principal components of Base Rental Payments due on August 1, 2015 through August 1, 2019 and a portion of such Certificates is subject to mandatory sinking fund prepayment on such dates pursuant to the Trust Agreement. The 1994 Certificates with a Certificate Payment Date of August 1, 2024 evidence and represent, in the aggregate, the principal components of Base Rental Payments due on August 1, 2020 through August 1, 2024., and a portion of such Certificates is subject to mandatory sinking fund prepayment on such dates pursuant to the Trust Agreement. The 1994 Certificates with Certificate Payment Dates other than August 1, 2019 and August 1, 2024 evidence and represent the principal component of the Base Rental Payments coming due on their respective Certificate Payment Dates . The interest, principal and prepayment premiums, if any, evidenced and represented by the 1994 Certificates shall be payable in lawful money of the United States of America. The interest evidenced and represented by the 1994 Certificates shall be payable on their respective Interest Payment Dates by check mailed by first class mail by the Trustee to the respective Owners thereof as shown in the books required to be kept by the Trustee pursuant to the provisions of Section 2 .07 at the close of business as of the fifteenth (15th) day of the month next preceding each Interest Payment Date (except that in the case of an Owner of one million dollars ($1, 000, 000) or more in aggregate principal amount of Outstanding 1994 Certificates, such payment may, at such Owner' s option, be made by wire transfer of immediately available funds in accordance with instructions provided by such Owner prior to the fifteenth (15th) day of the month next preceding such Interest Payment Date) , and the principal, and prepayment premiums, if any, evidenced and represented by the 1994 Certificates shall be payable by check on their respective Certificate Payment Dates or on prepayment prior thereto upon surrender thereof by the respective Owners thereof at the principal corporate trust office of the Trustee in San Francisco, California. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest, principal and prepayment premiums, if any, evidenced and represented by such Certificate shall be made only to such Owner as above provided, which payments shall be valid and effectual to satisfy and discharge the liability evidenced and represented by such Certificate to the extent of the sum or sums so paid. All Certificates paid pursuant to the provisions of this Section shall be cancelled by the Trustee and shall not be redelivered. SF2-32564.4 18 SECTION 2.04. Form of 1994 Certificates. The 1994 Certificates and the form of 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. ") : SF2-32564.4 19 FORM OF SERIES OF 1994 CERTIFICATE OF PARTICIPATION No. $ CERTIFICATE OF PARTICIPATION (VARIOUS CAPITAL FACILITIES) , SERIES OF 1994 Evidencing and Representing A Fractional Undivided Interest of the Owner Hereof in Base Rental Payments to be Made by the COUNTY OF CONTRA COSTA, CALIFORNIA to the CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION Certificate Interest Rate Payment Date Dated as of CUSIP No. August 1, 1994 REGISTERED OWNER: PRINCIPAL SUM: THIS IS TO CERTIFY that the registered owner named above, as 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 Facility Lease (Various Capital Facilities) (the "Facility Lease") dated as of August 1, 1994, by and between the 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 the County of Contra Costa (the "County") , a body corporate and politic and a political subdivision of the State of California, all of which rights to receive such Base Rental Payments having been assigned without recourse by the Corporation to Meridian Trust Company of California, as trustee (the "Trustee") , a trust company 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. SF2.32564.4 20 The registered owner of this Certificate is entitled to receive, subject to the terms of the Facility Lease and any right of prepayment prior thereto hereinafter provided for, on the certificate payment date set forth above (the "Certificate Payment Date") , upon surrender of this Certificate on the Certificate Payment Date or on the date of prepayment prior thereto at the principal corporate trust office of the Trustee in San Francisco, California, the principal sum specified above 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 on each February 1 and August 1 commencing February 1, 1995 (the "Interest Payment Date") , the registered owner of this Certificate as shown in the registration books maintained by the Trustee at the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date is entitled to receive such registered owner' s fractional undivided share of the Base Rental Payments constituting interest components accruing from the Interest Payment Date next preceding the date of execution hereof by the Trustee (unless such date of execution is on or after the sixteenth (16th) day of the month next preceding an Interest Payment Date and on or before such Interest Payment Date, in which case from such Interest Payment Date, or unless such date of execution is prior to January 16, 1995, in which case from August 1, 1994) to such Certificate Payment Date or the date of prepayment prior thereto, whichever is earlier. 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 by the interest rate per annum stated above calculated on the basis of a 360-day year composed of twelve 30-day months. The interest is payable to the person whose name appears on the certificate registration books of the Trustee as the registered owner hereof as of the close of business on the 15th day of the month immediately preceding an Interest Payment Date, whether or not such day is a business day, such interest to be paid by check mailed by first class mail on the date such interest is due to such registered owner at his address as it appears on such registration books (except that in the case of a registered owner of one million dollars ($1, 000, 000) or more in principal amount, such payment may, at such registered owner' s option, be made by wire transfer of immediately available funds in accordance with instructions provided by such registered owner prior to the fifteenth (15th) day of the month preceding such Interest Payment Date) . All such amounts are payable in lawful money of the United States of America. This Certificate is one of the duly authorized certificates of participation entitled "County of Contra Costa Certificates of Participation (various Capital Facilities) " of the series set forth above, which have been executed by the Trustee pursuant to the terms of a Trust Agreement (together with any supplements or amendments thereto, the "Trust Agreement") by and among the Trustee, the Corporation and the County, dated as SF2-32564.4 21 -- of August 1, 1994 . Copies of the Trust Agreement are on file at the principal corporate trust office of the Trustee in San Francisco, California, and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms securing 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 which agreements, conditions, covenants and terms the owner hereof, by acceptance hereof, hereby consents. Additional series of Certificates may be executed and delivered on the terms and conditions set forth in the Trust Agreement. To the extent and in the manner permitted by the terms of the Trust Agreement and the Facility Lease, the provisions of the Trust Agreement and the Facility Lease may be amended or supplemented by the parties thereto. 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 the form appearing hereon. Upon such transfer, a new Certificate or Certificates of the same series and Certificate Payment Date representing the same principal amount will be executed and delivered to the transferee in exchange herefor. The Certificates are exchangeable at the principal corporate trust office of the Trustee in San Francisco, California, for a like aggregate principal amount of Certificates of authorized denominations of the same series and Certificate Payment Date, in the manner, subject to the limitations and upon payment of the charges provided in the Trust Agreement. 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 SF2-32564.4 22 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 selected as provided in the Trust Agreement, 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 the Project (as those terms are defined in the Trust Agreement) or portion thereof or from proceeds of title insurance in connection with the Project, under the circumstances and upon the conditions and terms prescribed in the Trust Agreement 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, without premium. 1994 Certificates payable after August 1, 2004 shall also be subject to prepayment prior to their respective stated Certificate Payment Dates, at the option of the County, as a whole, or in part in any order of, and in any amounts of 1994 Certificates payable on, Certificate Payment Dates specified by the County and by lot within any such Certificate Payment Date if less than all of the Series of 1994 Certificates of such Certificate Payment Date be prepaid, from any source of available funds, on any Interest Payment Date on or after August 1, 2004, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium, if any, set forth below as a percentage of such principal amount: Prepayment Dates Premiums August 1, 2004 and February 1, 2005 2W August 1, 2005 and February 1, 2006 1%_ August 1, 2006 and thereafter 016 1994 Certificates with a Certificate Payment Date of August 1, 2019 are also subject to mandatory prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, 2015, by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest to the date of prepayment, without premium. 1994 Certificates with a Certificate Payment Date of August 1, 2024 are also subject to mandatory sinking fund prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, 2020, by lot, from and in the amount of the principal components of the SF2-32564.4 23 Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest to the date of prepayment, without premium. As provided in the Trust Agreement, notice of prepayment hereof shall be mailed, first class postage prepaid, not less than thirty (30) nor more than sixty (60) days before the prepayment date, to the registered owner of this Certificate at its address as it appears on the registration books maintained by the Trustee. If this Certificate is called for prepayment and payment is duly provided herefor as specified in the Trust Agreement, interest represented hereby shall cease to accrue from and after the date fixed for prepayment. The Certificates each evidence and represent a fractional undivided interest in the Base Rental Payments in an amount equal to the aggregate principal amount of Certificates originally executed and delivered by the Trustee in series from time to time 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 and the Facility Lease. The Corporation has no obligation or liability whatsoever to the Certificate owners. The County has certified to the Trustee that all acts, conditions and things required by the statutes of the State of California and the Trust Agreement to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate do exist, have happened and have been performed in regular and due time, form and manner as required by law, and that the Trustee is duly authorized to execute and deliver this Certificate. This is to further certify 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. sa2-32564.4 24 IN WITNESS WHEREOF, this Certificate has been dated as of the date set forth above and has been executed by the manual signature of an authorized signatory of the Trustee. Date of Execution: MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorized Signatory DTC LEGEND Unless this Certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co. , ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co. , has an interest herein. SF2;32564.4 25 FORM OF ASSIGNMENT For value received, the undersigned do (es) hereby sell, assign and transfer unto the within Certificate and do(es) hereby irrevocably constitute and appoint attorney to transfer such Certificate on the Certificate register of the Trustee, with full power of substitution in the premises. Dated: Note: The signature (s) to this Assignment must correspond with the name (s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. Signature Guarantee: (Signature (s) must be guaranteed by an eligible guarantor institution. ) SF2-32564.4 26 SECTION 2 . 05 . Execution of Certificates. The Certificates shall be executed by the Trustee by the manual signature of an authorized signatory of the Trustee. SECTION 2 .06. Transfer and Payment of Certificates: Exchange 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 in the case of transfer by delivery of a duly executed written instrument of transfer in the form appearing on the Certificate. The Trustee may treat the Owner of any Certificate as the absolute owner of such Certificate for all purposes, whether or not such Certificate shall be overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment of the interest and principal represented by such Certificate shall be made only to such Owner, which payments shall be valid and effectual to satisfy and discharge the liability represented by such Certificate to the extent of the sum or sums so paid. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall execute and deliver a new Certificate or Certificates of the same series and Certificate 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. Certificates may be exchanged at the principal corporate trust office of the Trustee in San Francisco, California, for a like aggregate principal amount of Certificates of other authorized denominations of the same series and Certificate Payment Date. The Trustee shall require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee shall not be required to transfer or exchange any Certificate after the fifteenth day of the month next preceding each Payment Date or during the period designated by the Trustee for selection of Certificates for prepayment, and the Trustee shall not be required to transfer or exchange any . Certificate selected for prepayment in whole or in part from and after the date of mailing the notice of prepayment of such Certificate or such part thereof. 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 sF2-32564.4 27 agent duly authorized in writing upon reasonable prior notice during regular business hours and under reasonable conditions; and upon presentation for such purpose the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer the Certificates on such books as hereinabove provided. SECTION 2 .08 . Temporary Certificates. The Certificates may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery, which temporary Certificates shall be printed, lithographed or typewritten, shall be of such authorized 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 Los Angeles, 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 and Certificate Payment Date in exchange and substitution for the Certificate so mutilated, but only upon surrender to the Trustee of the Certificate so mutilated. Every mutilated Certificate so surrendered to the Trustee shall be cancelled by it. If any Certificate shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the Trustee, at the expense of the Owner thereof, shall execute and deliver a new Certificate of like tenor, series and Certificate 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 executed and delivered hereunder, 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 sa2-32564.4 28 determining any percentage of Certificates Outstanding hereunder, but both the original and replacement Certificate shall be treated as one and the same. Notwithstanding any other provision of this Section, in lieu of executing and delivering a new Certificate for a Certificate which has been lost, destroyed or stolen and which has matured, the Trustee may make payment of the principal and interest evidenced and represented by such Certificate to the Owner thereof. SECTION 2 .10 . Destruction of Cancelled Certificates. Whenever in this Trust Agreement provision is made for the surrender to or cancellation by the Trustee of any Certificates, the Trustee shall cancel and destroy such Certificates and deliver a certificate of such cancellation and destruction to the County. SECTION 2 .11. Special Covenants as to Book-Entry Only System. (a) Except as otherwise provided in subsections (b) and (c) of this Section, the 1994 Certificates initially executed and delivered hereunder shall be registered in the name of Cede & Co. , as nominee for The Depository Trust Company, New York, New York ( "DTC") , or such other nominee as DTC shall request pursuant to the Representations Letter. Payment of the principal and interest represented by each Certificate registered in the name of Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to the Representations Letter. (b) The 1994 Certificates executed and delivered hereunder shall be in the form of a single fully registered certificate for each Certificate Payment Date representing the aggregate principal amount of the 1994 Certificates with such Certificate Payment Date. Upon initial execution of the 1994 Certificates, the ownership of all such 1994 Certificates shall be registered in the registration records maintained by the Trustee pursuant to Section 2 .07 in the name of Cede & Co. , as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representations Letter. The Trustee, the County, the Corporation and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the 1994 Certificates registered in its name for the purposes of payment of the principal or prepayment price of and interest represented by such 1994 Certificates, selecting the 1994 Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to the Owners under this Trust Agreement, registering the transfer of the 1994 Certificates, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation nor the County nor any paying agent shall be affected by any notice to the contrary. Neither the Trustee, the Corporation nor the County nor any paying agent shall have any responsibility or obligation to any Participant sae-32564.4 29 (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC) , any person claiming a beneficial ownership interest in the 1994 Certificates under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest represented by such 1994 Certificates, (iii) any notice which is permitted or required to be given to the Owners under the Trust Agreement, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial prepayment of the 1994 Certificates, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, and interest represented by the 1994 Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the Representations Letter. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Certificates will be transferable to such new nominee in accordance with subsection (f) of this Section. (c) In the event that the County determines that it is in the best interests of the beneficial owners of the 1994 Certificates that they be able to obtain certificates evidencing the 1994 Certificates, the Trustee shall, upon the written instruction of the County, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of such certificates. In such event, the 1994 Certificates will be transferable in accordance with subsection (f.) of this Section. DTC may determine to discontinue providing its services with respect to the 1994 Certificates at any time by giving written notice of such discontinuance to the County and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section. Whenever DTC requests the County to do so, the County will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the 1994 Certificates then Outstanding. In such event, the 1994 Certificates will be transferable to such securities depository in accordance with subsection (f) of this Section, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all 1994 Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest SF2.32564.4 30 represented by each such 1994 Certificate and all notices with respect to each such 1994 Certificate shall be made and given, respectively, to DTC as provided in the Representations Letter. (e) The Trustee is hereby authorized and requested to execute and deliver the Representations Letter and, in connection with any successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement. (f) In the event that any transfer or exchange of 1994 Certificates is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 1994 Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Section 2 .06. In the event certificates are issued to holders other than Cede & Co. , its successor as nominee for DTC as holder of all the 1994 Certificates, another securities depository as holder of all the 1994 Certificates, or the nominee of such successor securities depository, the provisions of Sections 2 .02, 2 .03 and 2 .06 shall also apply to, among other things, the registration, exchange and transfer of the 1994 Certificates and the method of payment of principal of, premium, t., if any, and interest represented by the 1994 Certificates. ARTICLE III PROCEEDS OF CERTIFICATES SECTION 3 . 01. Delivery of 1994 Certificates. The Trustee is hereby authorized to execute and deliver the 1994 Certificates to the 1994 Purchaser 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 1994 Certificates. The proceeds received from the sale of the 1994 Certificates 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 Lease Fund established pursuant to Section 3 .07 (b) of the Facility Lease a sum which, together with any accrued interest received upon the sale of the 1994 Certificates and deposited therein, is equal to $707, 931.24. SF2-32564.4 31 (2) The Trustee shall deposit in the Trust Administration Fund to be established pursuant to Section 5 .03 the amount of $5, 000. (3) The Trustee shall deposit in the Costs of Issuance Fund, which fund the Trustee hereby agrees to establish and maintain, the amount of $170, 700. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the Certificates upon receipt of a Request of the Corporation filed with the Trustee (with the written approval of an officer of the County) , each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Upon the payment of all Costs of Issuance as evidenced by a Certificate of the Corporation, or upon the earlier Written Request of the Corporation, any remaining balance in the Costs of Issuance Fund shall be transferred to the Acquisition and Construction Fund. On February 28, 1995, the Trustee shall close the Costs of Issuance Fund and transfer all amounts therein to the Acquisition and Construction Fund. (4) The Trustee shall deposit in the Certificate Reserve Fund to be established pursuant to Section 3 .07 (c) of the Facility Lease the amount of $1, 796, 550, which is a - sum equal to the Certificate Reserve Fund Requirement, as such term is defined in the Facility Lease. (5) The Trustee shall set aside the remainder of said proceeds in a separate fund to be known as the "Acquisition and Construction Fund, " which the Trustee hereby agrees to establish and maintain. The money in the Acquisition and Construction Fund shall be used and disbursed in the manner provided in Section 3 .03 . SECTION 3 .03 . Use of Moneys in the Acquisition and Construction Fund. All moneys in the Acquisition and Construction Fund shall be held by the Trustee in trust and applied by the Trustee to the payment of Project Costs and of expenses incident thereto (or for making reimbursements to the Corporation or the County or any other person, firm or corporation for such costs theretofore or thereafter paid by him or it) . The County, to the extent it has any interest in the Acquisition and Construction Fund, and the Corporation hereby pledge and grant a lien on and a security interest in the Acquisition and Construction Fund to the Trustee in order to secure the County' s obligation to pay the Base Rental Payments in the event of a default under the Facility Lease. Before any payment is made from the Acquisition and Construction Fund by the Trustee (except for payments made on the date of execution and delivery of the 1994 Certificates for sae-32564.4 32 or reimbursing the Corporation or the County for Project Costs previously paid, which payments shall be made from the Acquisition and Construction Fund upon Written Request of the Corporation) , the Corporation shall cause to be filed with the Trustee a Written Request of the Corporation, with the written approval of an officer of the County, or the duly authorized representative of the above, endorsed thereon, showing with respect to each payment to be made: (i) the item number of the payment; (ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and (iv) the purpose for which the obligation to be paid was incurred. Each such Written Request shall state, and shall be sufficient evidence to the Trustee: (a) that obligations in the stated amounts have been incurred by the Corporation and that each item thereof is a proper charge against the Acquisition and Construction Fund; and (b) that there has not been filed with or served upon the Corporation 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, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen' s or mechanics' liens accruing by mere operation of law; and (c) that the amounts remaining in the Acquisition and Construction Fund, together with the earnings anticipated to be received on moneys in the Acquisition and Construction Fund, the Lease Fund created pursuant to Section 3 .07 (b) of the Facility Lease and the Certificate Reserve Fund created pursuant to Section 3 .07 (c) of the Facility Lease, during the period of construction of each Phase of the Project, will be sufficient to complete construction of such Phase of the Project; and (d) that no Event of Default has occurred and is continuing. Upon receipt of each such Written Request and accompanying certificates, the Trustee will pay the amount set forth in such Written Request as directed by the terms thereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim 3F2-32564.4 33 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 each Phase of the Project shall have been completed, a Certificate of Completion shall be delivered to the Trustee by the Corporation stating that all such costs of construction 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 and Construction Fund is to be maintained in the full amount of such claims until such dispute is resolved) . Upon the receipt of the Certificate of Completion for the final Phase of the Project, the Trustee shall transfer any remaining balance in the Acquisition and Construction Fund and not needed for Acquisition and Construction Fund purposes (but less the amount of any such retention) to the Certificate Reserve Fund established under the Facility Lease to the extent necessary to make the amount on deposit therein equal the Certificate Reserve Fund Requirement (as such term is defined in the Facility Lease) and shall transfer any excess to the County. SECTION 3 .04 . Execution and Delivery of Additional Certificates. In addition to the 1994 Certificates, the County, the Corporation and the Trustee may by Supplemental Trust Agreement provide for the execution and delivery of Additional Certificates representing Base Rental Payments, and the Trustee may execute and deliver to or upon the Written Request of the Corporation, such Additional Certificates, in such principal amount as shall reflect the additional principal component of the Base Rental Payments, but only upon compliance by the County and the Corporation with the provisions of Section 3 .05, and subject to the following specific conditions, which are hereby made conditions precedent to the execution and delivery of any such Additional Certificates: (a) The County and the Corporation shall not be in default under the Trust Agreement or any Supplemental Trust Agreement or under the Facility Lease. (b) Said Supplemental Trust Agreement shall require that the proceeds of the sale of such Additional Certificates shall be applied (i) to the construction or acquisition of Subsequent Phases of the Project, (ii) if necessary, for the completion of the Project or rebuilding or replacement of the Project following a casualty loss, or (iii) for the refunding or repayment of any Certificates then Outstanding, including the payment of costs and expenses of and incident to the authorization and sale of such Additional Certificates. Said Supplemental Trust Agreement may also provide that a portion of such proceeds shall be applied to the payment of the interest components due or to become due with respect to said Additional Certificates during the estimated period of any SF2-32564.4 34 construction and for a period of not to exceed twelve months thereafter. (c) Said Supplemental Trust Agreement shall provide, if necessary, that from such proceeds or other sources an amount shall be deposited in the Certificate Reserve Fund so that following such deposit there shall be on deposit in the Certificate Reserve Fund an amount at least equal to the Certificate Reserve Fund Requirement. (d) The Additional Certificates shall be payable as to principal on August 1 of each year in which principal components are due and shall be payable as to interest as specified in such Supplemental Trust Agreement or as provided herein. (e) The aggregate principal amount of Certificates executed and delivered and at any time Outstanding hereunder shall not exceed any limit imposed by law, by this Trust Agreement or by any Supplemental Trust Agreement. (f) The Facility Lease shall have been amended, if necessary, so that the Base Rental Payments payable by the County thereunder shall equal the principal and interest represented by such Additional Certificates and all other Certificates to be Outstanding after such Additional Certificates are executed and delivered, payable at such times and in such manner as may be necessary to provide for the payment of the principal and interest represented by such Certificates. (g) Said Supplemental Trust Agreement shall provide for Certificate Payment Dates and for mandatory prepayments of Certificates in amounts sufficient to provide for payment of the Certificates when principal and interest components of Base Rental are due. (h) The Facility Lease shall have been amended so as to lease to the County the Phase of the Project being financed from the proceeds of such Additional Certificates. (i) If the proceeds of such Additional Certificates are to be used, in whole or in part, to finance construction on real property not described in the Facility Lease, the Facility Lease shall have been amended so as to lease to the County such additional real property. SECTION 3 . 05. Proceedings for Authorization of Additional Certificates. Whenever the Corporation and the County shall determine to execute and deliver any Additional Certificates pursuant to Section 3 .04, the Corporation, the County and the Trustee shall enter into a Supplemental Trust Agreement providing for the execution and delivery of such sF2-32564.4 35 i Additional Certificates, specifying the maximum principal amount of such Additional Certificates and prescribing the terms and conditions of such Additional Certificates. Such Supplemental Trust Agreement shall prescribe the form or forms of such Additional Certificates and, subject to the provisions of Section 3 .04, shall provide for the distinctive designation, denominations, dates, payment dates, interest rates, interest payment dates, provisions for prepayment (if desired) and places of payment of principal and interest. Before such Additional Certificates shall be executed and delivered, the County and the Corporation shall file or cause to be filed the following documents with the Trustee: (a) An Opinion of Counsel setting forth (1) that such Counsel has examined the Supplemental Trust Agreement and the amendment to the Facility Lease required by Section 3 .04 (f) , (h) and (i) ; (2) that the execution and delivery of the Additional Certificates have been duly authorized by the County and the Corporation; (3) that said amendment to the Facility Lease and the Supplemental Trust Agreement, when duly executed by the County and the Corporation, will be valid and binding obligations of the County; and (4) that the amendment to the Facility Lease has been duly authorized, executed and delivered. (b) A certified copy of a resolution or ordinance of the Board of Supervisors of the County authorizing the execution of the amendments to the Facility Lease required by Section 3 .04 (f) , (h) and (i) . (c) An executed counterpart or duly authenticated copy of any amendment to the Facility Lease required by Section 3 . 04 (f) , (h) and (i) . (d) A Certificate of the County stating that the insurance required by Sections 5 .01, 5 . 02, 5 .03 and 5 . 04 of the Facility Lease is in effect. Upon the delivery to the Trustee of the foregoing instruments and upon the Trustee's being satisfied that all applicable provisions of this Trust Agreement have been complied with, so as to permit the execution and delivery of the Additional Certificates in accordance with the Supplemental Trust Agreement then delivered to the Trustee, the Trustee shall execute and deliver said Additional Certificates, in the aggregate principal amount specified in such Supplemental Trust Agreement, to, or upon the Written Request of, the Corporation. sF2-32564.4 36 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 Certificate Payment Dates, as a whole, or in part by lot within each Certificate Payment Date so that the aggregate annual amounts of principal and interest represented by the Certificates which shall be payable after such prepayment date shall correspond to the principal component and interest component of the reduced Base Rental Payments resulting from a casualty loss or governmental taking of the Demised Premises and the Project or portions thereof or from proceeds of title insurance, from prepaid Base Rental Payments made by the County from funds received by the County due to such casualty loss or governmental taking or title insurance, if such amounts are not used to repair or replace the Demised Premises and the Project 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 thereof, plus accrued interest represented thereby to the date fixed for prepayment, without premium. (b) The 1994 Certificates payable after August 1, 2004 shall also be subject to prepayment prior to their respective stated Certificate Payment Dates, at the option of the County, as a whole, or in part in any order of, and in amounts of 1994 Certificates payable on, Certificate Payment Dates specified by the County, and by lot within any such Certificate Payment Date if less than all of the 1994 Certificates of such Certificate Payment Date be prepaid, from any source of available funds, on any Interest Payment Date on or after August 1, 2004, at the principal amount represented thereby plus accrued interest represented thereby to the date fixed for prepayment, plus a premium, if any, set forth below as a percentage of such principal amount: Prepayment Dates Premiums August 1, 2004 and February 1, 2005 2%- August 1, 2005 and February 1, 2006 1%- August $August 1, 2006 and thereafter 0; (c) 1994 Certificates with a Certificate Payment Date of August 1, 2019 are also subject to mandatory sinking fund prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and after August 1, 2015 by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date of prepayment, without premium. (A schedule showing such Base Rental Payments due and payable on SF2-32564.4 37 such dates is attached as Exhibit B. Such schedule shall be adjusted to the extent that the Base Rental Payments schedule attached to the Facility Lease is adjusted. ) (d) 1994 Certificates with a Certificate Payment Date of August 1, 2024 are also subject to mandatory sinking fund prepayment prior to their stated Certificate Payment Date in part on August 1 of each year on and -after August 1, 2020, by lot, from and in the amount of the principal components of the Base Rental Payments applicable thereto and due and payable on such dates, at a prepayment price equal to the sum of the principal amount represented thereby plus accrued interest represented thereby to the date of prepayment, without premium. (A schedule showing such Base Rental Payments due and payable on such dates is attached as Exhibit B. Such schedule shall be adjusted to the extent that the Base Rental Payments schedule attached to the Facility Lease is adjusted. ) SECTION 4.02 . Selection of Certificates for Prepayment. Whenever less than all the Outstanding Certificates payable on any one Certificate Payment Date are to be prepaid on . any one date, the Trustee shall select the Certificates of such Certificate Payment Date to be prepaid from the Outstanding Certificates payable on such Certificate 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, 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 (at the expense of the County) , first class postage prepaid, 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 thirty (30) nor more than sixty (60) days prior to the prepayment date. 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. Such 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. Any notice mailed sae-32564.4 38 as provided herein shall be conclusively presumed to have been given, whether or not such Owner receives the notice. In case of the prepayment as permitted herein of all the Certificates then Outstanding, or of all of the Certificates . of any one series then Outstanding, or of all the Certificates of any one series and Certificate 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. At least thirty (30) days before each prepayment date, the Trustee shall also give notice of prepayment containing the aforementioned information by (i) registered or certified mail, postage prepaid, (ii) facsimile transmission, receipt of which shall be confirmed by telephone or otherwise or (iii) overnight delivery service to each of the Securities Depositories at their respective addresses (or at such other addresses and/or to such other Securities Depositories as may be designated in a Written Request of the County) . At least thirty (30) days before each prepayment date such notice of prepayment shall also be given by first class mail to each of the Information Services at their respective addresses (or at such other address and/or to such other national Information Services as may be designated in a Written Request of the County) . 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 forty-five (45) 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 plus accrued interest 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. 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 SF2-32564.4 39 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 (including Additional Certificates delivered pursuant hereto) , and the Base Rental Payments shall not be used for any other purpose while any of the Certificates (including Additional Certificates delivered pursuant hereto) 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, 1995) , SF2-32564.4 40 0 shall deposit in the Interest Fund that amount of moneys 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 August 1 of each year (commencing on August 1, 1995) , shall deposit in the Principal Fund that amount of moneys representing the portions of the Base Rental Payments designated as the principal component coming due on such August 1 date. 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, including the mandatory prepayment of any Certificates representing the principal components of Base Rental payable in more than one year. (c) Prepayment Fund. The Trustee, on the prepayment date specified in the Written Request of the County filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Facility Lease, shall deposit in the Prepayment Fund that amount of moneys representing the portion of the Base Rental Payments- designated as prepaid Base Rental Payments. Moneys in the Prepayment Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest and principal and any applicable premium 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 (2) 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 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, with the approval of the Assistant County Administrator - Finance of the County, or a Deputy County Administrator of the County, or of the Supervising Architectural Engineer of the County, or the duly authorized representative or representatives of any of the above, endorsed thereon, 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 architects 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, SF2-32564.4 41 from time to time and as often as necessary to replenish and maintain a minimum balance of five thousand dollars ($5, 000) in said Fund, give notice to the County of such Additional Payments required to be paid pursuant to the Facility Lease. SECTION 5 .04 . Establishment and Application of 1994 Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the 1994 Rebate Fund. Within the 1994 Rebate Fund, the Trustee shall maintain such accounts as shall be specified in a Written Request of the County to be necessary in order to comply with the terms and requirements of the Tax Certificate. Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 1994 Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Certificate) for payment to the federal government of the United States of America. The County and the Owners of any Certificates shall have no rights in or claim to such money. All amounts deposited into or on deposit in the 1994 Rebate Fund shall be governed by this Section, by Section 8 .07 of the Facility Lease and by the Tax Certificate (which is incorporated herein by reference) . The Trustee shall be deemed conclusively to have complied with such provisions if it follows a Written Request of the County including supplying all necessary information in the manner provided in the Tax Certificate and shall have no liability or responsibility to enforce compliance by the County with the terms of the Tax Certificate. (b) Upon the County' s Written Request, an amount shall be deposited to the 1994 Rebate Fund by the Trustee from deposits by the County if and to the extent required, so that the balance of the amount on deposit in the 1994 Rebate Fund after such deposit shall equal the Rebate Amount for the Certificate Year calculated as of the most recent Calculation Date (as those terms are defined in the Tax Certificate) . Computations of the Rebate Amount shall be furnished to the Trustee by or on behalf of the County in accordance with the Tax Certificate. (c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section other than from moneys held in the 1994 Rebate Fund or from other moneys provided to it by the County. (d) The Trustee shall invest all amounts held in the 1994 Rebate Fund in Permitted Investments specified in a Written Request of the County or, if no such Written Request is filed with the Trustee, in Permitted Investments described in clause (1) or (9) of the definition thereof, subject to any restrictions set forth in a Written Request of the County. (e) Upon receipt of the County' s Written Request, the Trustee shall remit part or all of the balances in the 1994 SF2-32364.4 42 Rebate Fund to the United States, as so directed. In addition, if the County so directs, the Trustee will deposit moneys into or transfer moneys out of the 1994 Rebate Fund from or into such accounts or funds as directed by the County' s written directions. Any funds remaining in the 1994 Rebate Fund after prepayment and payment of all of the Certificates, or provision made therefor satisfactory to the Trustee, and payment and satisfaction of any Rebate Amount, shall be withdrawn and remitted to the County upon its Written Request to the Trustee. (f) Notwithstanding any other provision of this Trust Agreement, including in particular Article X hereof, the obligation to remit the Rebate Amounts to the United States and to comply with all other requirements of this Section, Section 8 .07 of the Facility Lease and the Tax Certificate shall survive the defeasance or payment in full of the Certificates. SECTION 5 .05. Investments . Upon the Written Request of the County, any moneys held by the Trustee in the Costs of Issuance Fund, Base Rental Payment Fund, in the Acquisition and Construction Fund or in the Trust Administration Fund shall be invested as directed by the County in such Written Request 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 or under the Facility Lease. Such Written Requests of the County shall not be inconsistent with the investments permitted under this Agreement. If no such Written Request is filed with the Trustee, the Trustee shall invest such moneys in Permitted Investments described in clauses (1) or (9) of the definition thereof. The Trustee may act as principal or agent in the acquisition or disposition of any such investment. The County shall notify the Trustee in writing if any investments included in the definition of Permitted Investments are no longer legal investments for counties in California. 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, except that any interest or profits on investment of any moneys held by the Trustee hereunder or pursuant to the Facility Lease during the period of acquisition and improvement of the Project and until the final Certificate of Completion is filed shall be deposited in the Acquisition and Construction Fund. SF2-32364.4 43 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 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 of the Trustee shall be given only (i) if, in the opinion of the Trustee (which opinion shall be based upon an Opinion of Counsel or a Certificate of the County) , such alterations, amendments or modifications are not materially adverse to the interests of the Owners, or (ii) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power therein reserved to the County, or (iii) to cure, correct or supplement any ambiguous or defective provision contained therein, or (iv) to resolve questions arising thereunder, as the parties thereto may deem necessary or desirable and which in the opinion of the Trustee (which opinion shall be based upon an Opinion of Counsel or Certificate of the County) do not materially adversely affect the interests of the Owners of the Certificates, or (v) to modify the legal description of the Demised Premises to conform to the requirements of title insurance or otherwise to add or delete property descriptions to reflect accurately the description of the parcels intended to be included therein, or (vi) to provide for the execution and delivery of Additional Certificates pursuant to the terms hereof, or (vii) to provide for the requirements of any Certificate Insurer in connection with the issuance of any Certificates Insurance Policy or any entity providing a policy of municipal bond insurance or letter of credit or similar financial instrument for deposit in the Certificate Reserve Fund established pursuant to the Facility Lease to satisfy all or a portion of the Certificate Reserve Fund Requirement, so long as such alterations, amendments or modifications are not materially adverse to the interests of the Owners (based upon an Opinion of Counsel or a Certificate of the County) , or (viii) if the Trustee first obtains the written consents of the Owners of at least a majority in aggregate principal amount of the SF2-32564.4 44 Certificates then Outstanding and of any Certificate Insurer to such alterations, amendments or modifications; provided, however, that no such alteration, amendment or modification shall extend the date for the making of any Rental Payment, extend a Certificate Payment Date or reduce the rate of interest represented by any Certificate 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 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 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 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 the Project 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 might embarrass or hamper the County in conducting its business or utilizing the Demised Premises and the Project, and the Trustee at its option (after first giving the County ten days' written notice to comply therewith and failure of the County to so comply within such ten-day period) may defend against any and all actions or proceedings in which the validity hereof is or might be questioned, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the County from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder to defend the validity hereof and to perform such agreements and covenants. 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 and the parity pledge and lien in favor of Owners of Additional Certificates issued hereunder. SF2:32564.4 45 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 the Project or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee and every Owner harmless from all cost, damage, expense or loss, including attorneys' fees, which they or any of them may incur by reason of any such cloud, defect, action, suit or other proceeding. The County will defend against every action, suit or other proceeding at any time brought against the Trustee or any Owner upon any claim arising out of the receipt, deposit or disbursement of any of the Base Rental Payments or involving the rights of the Trustee or any Owner hereunder; provided, however, that the Trustee or any Owner at its or his election may appear in and defend any such action, suit or other proceeding. The County will indemnify and hold harmless the Trustee and the Owners against any and all liability claimed or asserted by any person arising out of any such receipt, deposit or disbursement, and will indemnify and hold harmless the Owners and the Trustee 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 with respect to any such liability or expense suffered by Owners, 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 Base Rental Payments and Additional 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 with prior notice at reasonable hours and under reasonable conditions. Not later than December 1 in each year, commencing on December 1, 1994 and continuing so long as any Certificates are Outstanding, the Corporation will furnish to the Trustee, the County and any Owner who may so request a complete statement covering the receipts, deposits and disbursements of the Rental Payments for the twelve-month period ending on the preceding June 30, accompanied by an audit report and related opinion of an independent firm of certified public accountants to be employed by the Corporation, or, if so requested in writing by the Owners of at least sixty percent (60U 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. SF2-32564.4 46 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 security interest in the Base Rental Payments granted pursuant to, and the assignment of the Facility Lease made pursuant to, 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 such security interest and assignment of the Facility Lease. SECTION 6.08 . Further Assurances. Whenever and so often as requested to do so by the Trustee or any Owner, the Corporation and the County will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and 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 6.01 of the Facility Lease) occurs, 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. 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, director, officer or employee thereof, and to compel the Corporation or the County or any such member, director, officer or employee to perform or carry out its or his or her duties under law and SF2-32564.4 47 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 any members, directors, officers and employees thereof 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 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; Indemnification. 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 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. The Corporation and its members, directors, officers, agents, employees and assignees 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 and the sF2-32564.4 48 Project. The County, to the extent permitted by law, shall indemnify and hold the Corporation and its members, directors, officers, agents, employees and assignees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the construction or operation of the Demised Premises or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Demised Premises or the Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. 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 other agreements and covenants required to be performed by it contained in the Facility Lease or herein. SECTION 7.08 . Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Trust Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners of the Certificates in respect of which such judgment has been recovered'. SECTION 7.09 . Application of Money Collected. Any money collected by the Trustee pursuant to this Article (which money shall not be deemed to include any money paid by any Certificate Insurer under any Certificates Insurance Policy) shall be applied in the following order, at the date or dates fixed by the Trustee: SF2-32564.4 49 _ FIRST, Costs and Expenses: to the payment of the fees, costs and expenses of the Trustee and of the Owners in declaring such Event of Default and exercising their rights and remedies under this Article VII, including reasonable compensation to its or their agents, attorneys and counsel; SECOND, Interest: to the payment to the persons entitled thereto of all payments of interest represented by the Certificates then due in the order of the due date of such payments, and, if the amount available shall not be sufficient to pay in full any payment or payments coming due on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and THIRD, Principal: to the payment to the persons entitled thereto of the unpaid principal represented by any Certificates which shall have become due, whether on the Payment Date or by call for prepayment, in the order of their due dates, with interest on the overdue principal and interest represented by the Certificates at a rate equal to the rate paid with respect to the Certificates and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the Certificates on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference. SECTION 7. 10 . Owners' Direction of Proceedings. The Owners of not less than a majority in aggregate principal amount represented by the Certificates at the time Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall be otherwise in accordance with law and the provisions of this Trust Agreement. SECTION 7.11. Limitations on Suits. No Owner of any Certificate shall have any right to institute any proceeding, judicial or otherwise, with respect to this Trust Agreement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 1. such Owner has previously given written notice to the Trustee of a continuing Event of Default; 2 . the Owners of not less than a majority in principal amount of the Outstanding Certificates shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; sF2-32564.4 so 3 . such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and 4. the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; it being understood and intended that no one or more Owners of Certificates shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Trust Agreement to affect, disturb or prejudice the rights of any other Owners of Certificates, or to obtain or to seek to obtain priority or preference over any other Owners or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal and ratable benefit of all Owners of the Certificates. 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 Base Rental Payments and Additional 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 Trustee set forth in Section 3 . 07 (b) , (c) and (e) of the Facility Lease, subject to the conditions and terms hereof. SECTION 8 . 02 . Duties, Removal and Resignation of the Trustee. So long as no Event of Default has occurred and is continuing, 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 Trustee hereunder shall be a bank or trust company doing business and having a principal corporate trust office in California, having (or, in the case of a bank or trust company included in a bank holding company system, shall have a related bank holding company 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 (or a related bank holding company) publishes a report of condition SFZ-32564.4 5 1 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 (or a related bank holding company) shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under this Section, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The Trustee may at any time resign by giving written notice of such resignation to the Corporation, the County and the Owners, which notice to the Owners shall be mailed, first class postage prepaid. Upon receiving such notice of resignation, the Corporation and the County shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Corporation and the County do 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 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, further, that the Trustee shall have a 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 shall be made first 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. SF2-32564.4 52 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 the Project by the County, (ii) any act of negligence by the County or of any of its agents, contractors, employees, invitees, licensees, officers or servants in connection with the Demised Premises and the Project, (iii) the presence on, under or about, or the release from the Project or the Demised Premises of any substances, materials or wastes which are or which become regulated or classified as hazardous or toxic under federal, state or local laws, (iv) the authorization of the payment of any costs or expenses of construction of the Project, or (v) the exercise of any rights or obligations of the Trustee hereunder; provided that no indemnification will be made for negligence or willful misconduct by the Trustee. The Trustee's rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and the final payment or defeasance of the Certificates. 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. The Trustee shall not be responsible for the sufficiency of the Facility Lease, or of the assignment made to it by the Assignment Agreement of all rights to receive the Rental Payments under the Facility Lease, or of the title to or value of the Demised Premises and the Project. sF2-32564.4 53 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 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 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 negligence or willful misconduct. The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until it shall have actual knowledge thereof. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations, fiduciary or otherwise, shall be read into this Trust Agreement against the Trustee. The recitals of facts herein and in the Certificates contained shall be taken as statements of the County, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Trust Agreement or of the Certificates or incur any responsibility in respect thereof, other than in connection with the respective duties or obligations herein or in the Certificates assigned to or imposed upon it. The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or employee, unless it shall be proved that the Trustee was negligent or engaged in willful misconduct in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less thana 3F2-32564.4 54 majority in aggregate principal amount of the Certificates at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee. The Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement. The Trustee has no obligation or liability to the Owners to make payment of principal, premium, if any, or interest pertaining to the Certificates except from Base Rental Payments. No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of any of its rights and powers, if it shall have reasonable grounds for believing the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall not be deemed to have knowledge of any Event of Default unless and until an officer at the Trustee's corporate trust office responsible for the administration of its duties hereunder, as designated in writing by the Trustee to the County, shall have actual knowledge thereof or the Trustee shall have received written notice thereof at its office in San Francisco, California. The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Certificates, or as to the existence of a default or Event of Default hereunder. ARTICLE IX AMENDMENT OF OR SUPPLEMENT TO TRUST AGREEMENT SECTION 9 .01. Amendment or Supplement. 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 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) change the fixed Certificate 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 sF2-32564.4 5 5 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 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 materially 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; or (c) to modify, amend or supplement this Trust Agreement or any agreement supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or to permit the qualification of the Certificates for sale under the securities laws of the United States of America or of any of the states of the United States of America, and, if they so determine, to add to this Trust Agreement or any agreement supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute; or (d) to make any modifications or changes necessary or appropriate in the Opinion of Counsel to preserve or protect the exclusion from gross income of interest represented by the Certificates for federal income tax purposes; or (e) to make any modifications or changes necessary or appropriate in connection with the execution and delivery of Additional Certificates, including without limitation saz 32564.4 56 provisions which would allow such Additional Certificates to be issued in the form of term Certificates in addition to serial Certificates; or (f) to provide for the requirements of any Certificate Insurer in connection with the issuance of any Certificates Insurance Policy or any entity providing a policy of municipal bond insurance or letter of credit or similar financial instrument for deposit in the Certificate Reserve Fund established pursuant to the Facility Lease to satisfy all or a portion of the Certificate Reserve Fund Requirement, so long as such alterations, amendments or modifications are not materially adverse to 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 or Section 7.01 hereof, and the Trustee may adopt appropriate regulations to require each Owner, before his consent provided for herein shall be deemed effective, to reveal if the Certificates as to which such consent is given are disqualified as provided in this Section. SECTION 9 .03 . Endorsement or Replacement of Certificates After Amendment or Supplement. After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Certificates may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Owner of any Outstanding Certificate and presentation of such Certificate for such purpose at the principal corporate trust office of the Trustee in Los Angeles, 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 Los Angeles, 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. SF2-32564.4 57 ARTICLE X DEFEASANCE SECTION 10.01. Discharge of Certificates and Trust Agreement. (a) If the County shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Certificates the interest, principal and premium, if any, 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 except only as provided in subsection (b) below, provided further, however, that the provisions of Section 10 .02 shall apply in all events. (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 clauses (1) and (7) of the definition of the term Permitted Investments contained in Section 1.01 (not callable by the issuer thereof prior to maturity) in an amount . sufficient (together with the increment, earnings and interest on such securities) to pay the interest and principal and premium, if any, represented by such Certificates payable on their Payment Dates or on any dates of prepayment prior thereto, except that the Owners thereof shall be entitled to the principal, premium and interest represented by such Certificates, and the County shall remain liable for such Base Rental Payments, but only out of such moneys or securities deposited with the Trustee as aforesaid for such payment. (c) After the payment of all the interest and principal represented by all Outstanding Certificates as 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 and premium, if any, evidenced and represented by such Certificates and any unpaid fees and expenses of the Trustee. 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, premium, if any, or principal represented by any of the Certificates which remain unclaimed for two (2) 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 two (2) years after the date of deposit of such sae-32564.4 58 moneys if deposited with the Trustee after the date when the interest, premium, if any, 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 may, at 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 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 SF2-32564.4 59 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. 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 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 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 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, sF2-32564.4 60 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. Funds. Any fund required to be established and maintained herein by the Trustee except the Rebate Funds 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 current corporate trust industry standards and with due regard for the protection of the security of the Certificates and the rights of the Owners. Except for moneys held in the Rebate Funds, 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 or the Facility Lease. SECTION 11. 08. 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, " "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 11.09 . 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 SFZ-32564.4 61 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 person or circumstance may be held to be unconstitutional, unenforceable or invalid. SECTION 11.10. California Law. This Trust Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 11.11. 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: c/o 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 County Administrator County of Contra Costa County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Meridian Trust Company of California 650 California Street, 8th Floor San Francisco, California 94108 Attention: Corporate Trust SECTION 11.12 . Nonbusiness Days. When any action is provided herein to be done on a day named or within a time period named, and the day or the last day of the period falls on a day other than a Business Day, it may be performed on the next succeeding Business Day with effect as though performed on the appointed day or within the specified period. SECTION 11. 13 . Effective Date. This Trust Agreement shall become effective upon its execution and delivery. SECTION 11.14. Execution in Counterparts. This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. sae-32564.4 62 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. MERIDIAN TRUST COMPANY OF CALIFORNIA, as Trustee By Authorize er CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATIO By. sident By: Secretary C TY O CO COST [SEAL] ,_By: Chair of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Adminis rator (L By: 0 Deputy Approved as to form ; c6uncy Counsel SM-32564.2 62 EXHIBIT A PROJECT PHASE I FACILITIES Facility Location Muir Station Office Park Building #1 597 Center Avenue Martinez, California PROJECT PHASE II FACILITIES Facility Location Social Service Building 1305 Macdonald Avenue Richmond, California .. PROJECT PHASE III FACILITIES Facility Location Social Service Building 151 Linus Pauling Drive Hercules, California PROJECT PHASE IV FACILITIES Facility Location Health Services Building 205 41st Street Richmond, California SF2-32564.4 A-1 ar � EXHIBIT B BASE RENTAL PAYMENT DATES ON WHICH 1994 CERTIFICATES PAYABLE ON AUGUST 1, 2019 ARE SUBJECT TO MANDATORY PREPAYMENT August 1 Principal Payment Date Amount 2015 $ 935, 000 2016 1, 005, 000 2017 1, 075, 000 2018 11150, 000 2019* 1,235, 000 BASE RENTAL PAYMENT DATES ON WHICH 1994 CERTIFICATES PAYABLE ON AUGUST 1, 2024 ARE SUBJECT TO MANDATORY PREPAYMENT August 1 Principal Payment Date Amount 2020 $1, 320, 000 2021 1,415, 000 2022 1, 520, 000 2023 1, 625, 000 2024* 1, 740, 000 * Payment Date SF2-32564.4 B-1 r Recording requested by and return to: CERTIFIED TO BE A TRUE �Y N 9 COUNTY OF CONTRA COSTA ��`� T RECORDED ��,,,,,, 1, c/o Orrick, Herrington & Sutcliffe 6 O SERIES _ � /�� Old Federal Reserve Bank Building 400 Sansome Street OF OFFI AL RECORDS San Francisco, California 94111 CHIG 0. Attention: Philip C. Morgan ; FACILITY LEASE (VARIOUS CAPITAL FACILITIES) by and between CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION and the COUNTY OF CONTRA COSTA Dated as of August 1, 1994 SF2-32639.3 TABLE OF CONTENTS Page PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . 1 PREAMBLES . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I DEFINITIONS SECTION 1. 01. Definitions . . . . . . . . . . . . . . . . 1 ARTICLE II LEASE OF DEMISED PREMISES AND PROJECT; TERM SECTION 2 . 01. Lease of Demised Premises and Project . . . 6 SECTION 2 . 02 . Term; Occupancy . . . . . . . . . . . . 7 SECTION 2 . 03 . Substitution . . . . . . . . . . . 8 ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3 . 01. Base .Rental Payments . . . . . . . . . . . 9 SECTION 3 . 02 . Additional Payments . . . . . . . . . . . . 10 SECTION. 3 . 03 . Fair Rental Value . . . . . . . . . . . . . 11 SECTION 3 . 04 . Payment Provisions . . . . . . . . . . . . 12 .SECTION 3 . 05. Appropriations Covenant . . . . . . . . . . 12 SECTION 3 . 06. Rental Abatement . . . 13 SECTION 3 . 07. Use of Proceeds; Lease Fund; Certificate Reserve Fund; Investments . . . . . . . . . 13 ARTICLE IV CONSTRUCTION OF THE PROJECT; MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4 . 01. Design, Approval and Construction/Renovation of Project Phases I, II, III and IV . . . . . 15 SECTION 4 . 02 . Maintenance and Utilities . . . . 17 SECTION 4 . 03 . Changes to the Project . . . . . . . . 17 SECTION 4 . 04 . Installation of County's Equipment . . . . 17 ARTICLE V INSURANCE SECTION 5. 01. Fire and Extended Coverage Insurance . . . 18 SECTION 5. 02 . Liability Insurance . . . . . . . . 19 SECTION 5. 03 . Rental Interruption or Use and Occupancy Insurance . . . . . . . . . . . . 20 SECTION 5. 04 . Worker's Compensation . . . . . . . . . . . 21 SF2-32639.3 i Page SECTION 5.05. Title Insurance . . . . . . . . . . . . . . 21 SECTION 5. 06. Insurance Proceeds; Form of Policies . . . 22 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6. 01. Defaults and Remedies . . . . . . . . . . . 22 SECTION 6. 02 . Waiver . . . . . . . . . . . . . . . . . . 26 ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7 . 01. Eminent Domain . . . . . . . . . . . . . . 27 SECTION 7. 02. Prepayment . . . . . . . . . . . . . . . . 27 SECTION 7.03 . Option to Purchase; Sale of Personal Property 29 ARTICLE VIII COVENANTS SECTION 8 . 01. Right of Entry . . . . . . . 30 SECTION 8. 02. Liens . . . . . . . . . . . . 30 SECTION 8. 03. , Quiet Enjoyment . . . . . . . . . . . . . . 31 _SECTION 8. 04.. Corporation Not Liable . . . . . . . . . . 31 ,SECTION 8. 05., :Assignment and Subleasing . . . . . . . . . 31 SECTION' 8. 06. Title to Project . . . . . . . . . . . . . 32 SECTION 8 . 07 . Tax Covenants . . . . . . . . . . . . . . . 32 SECTION 8. 08 . Corporation's Purpose . . . . . . . . . . . 33 SECTION 8 . 09. Purpose of Lease . . . . . . . . . . . . . 33 ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE PROJECT SECTION 9. 01. Disclaimer of Warranties . . . . . . . . . 33 SECTION 9. 02 . Vendor's Warranties . . . . . . . . . . . . 34 SECTION 9 . 03 . Use of the Project . . . . . . . . . . . . 34 ARTICLE X MISCELLANEOUS SECTION 10. 01. Law Governing . . . . . . . . . . . . . . 34 SECTION 10. 02 . Notices . . . . . . . . . . . . . . . . . 34 SECTION 10. 03 . Validity and Severability . . . . o . . . 35 SECTION 10.04. Net-Net-Net Lease . . . . . . . . . . . . 35 SECTION 10.05. Taxes . . . . . . . . . . . . . o - o - - 35 SECTION 10. 06. Section 'Headings . . . . . . . . . . 36 SF2-32639.3 i i 1 Pacte SECTION 10. 07. Amendment or Termination . . . . . . . . . 36 SECTION 10. 08. Execution . . . . . . . . . . . . . . . . 36 SECTION 10. 09. Termination of Prior Leases . . . . . . . 37 Exhibit A Project Phases I, II, III, and IV . . . . A-1 Exhibit B Base Rental Payment Schedules for Project Phases I, II, III, and IV B-1 _ Exhibit C Project Phases I, II, III, and IV Facilities . . . . . . . . . . . . . . . C-1 Acknowledgements SF2-32639.3 111 FACILITY LEASE This Facility Lease, dated as of August 1, 1994, by and between 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, as lessor, and the COUNTY OF CONTRA COSTA (the "County") , a body .corporate and politic and a political subdivision of the State of California, as lessee; W I T N E S S E T H In consideration of the mutual covenants herein, the parties hereto 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 of this Lease, have the meanings herein specified, which meanings shall be equally applicable to both the singular and plural forms of any of the terms herein defined. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement. Additional Payments The term "Additional Payments" means all amounts payable to the Corporation or the Trustee or any other person from the County as Additional Payments pursuant to Section 3 . 02 hereof. Base Rental Payments The term "Base Rental Payments" means all amounts payable to the Corporation from the County as Base Rental Payments pursuant to Section 3 . 01 hereof. Base Rental Payment Schedule The term "Base Rental Payment Schedule" means the schedule of Base Rental Payments payable to the Corporation from the County pursuant to Section 3 . 01 hereof and attached hereto as Exhibit B. Certificate Reserve Fund The term "Certificate Reserve Fund" means the Facility Lease Certificate Reserve Fund established pursuant to Section 3 . 07 hereof. SF2-32639.3 Certificate Reserve Fund Requirement The term "Certificate Reserve Fund Requirement" means the sum of the portions of the Certificate Reserve Fund Requirement applicable to all outstanding Series of Certificates. The portions of the Certificate Reserve Fund. Requirement applicable to each outstanding series of Certificates is the least of (i) the maximum amount of Base Rental Payments remaining to be made by the County pursuant to this Lease during any twelve-month period ending on June 30 and attributable to such subsequent series of Certificates, (ii) 125% of the average of all such remaining annual Base Rental Payments, and (iii) 10% of the proceeds derived from the sale of such subsequent series of Certificates; provided, however, that all or a part of such Certificate Reserve Fund Requirement may be provided by a policy of insurance issued by a municipal bond insurance company obligations insured by which have a rating by Moody's Investors Service and by Standard and Poor's Corporation which is in one of the two highest ratings then issued by said rating agencies or by a Letter of Credit issued by a Qualified Bank. The portion of the Certificate Reserve Fund Requirement applicable to the 1994 Certificates calculated as provided above is $1,796, 550. Certificates The term "Certificates' means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement. Code The term "Code" means the Internal Revenue Code of 1986. Contractors The term "Contractors" means the construction contractors for any Subsequent Phase of the Project and any successor or successors to any thereof. Corporation The term "Corporation" means (i) Contra Costa County Public Facilities Corporation, acting as lessor hereunder; (ii) any surviving, resulting or transferee entity; and (iii) except where the context requires otherwise, any assignee of the Corporation. Count The term "County" means the County of Contra Costa, California, a body corporate and politic and a political subdivision of the State of California. SF2-32639.3 2 Demised Premises The term "Demised Premises" means that certain real property situated in the county of Contra Costa, State of California, described in Exhibit A attached hereto and made a part hereof, together with any additional real property added thereto by any supplement or amendment hereto; subject, however, to any conditions, reservations, and easements of record or known to the County. Event of Default The term "Event of Default" shall have the meaning specified in Section 6. 01 hereof. Lease The terra "Lease" means this lease, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and of the Trust Agreement. Lease Fund The term "Lease Fund" means the fund of that name established in Section 3.07 hereof. Letter of Credit The term "Letter of Credit" means an. .irrevocable and . unconditional ,letter of-credit, a ,standby 'purchase ..agreement,: a line . of credit ,.or,..other -similar -credit -arrangement,,,issued by a Qualified Bank to provide all or a portion of the Certificate Reserve Fund Requirement and submitted to and reviewed and approved by MoodVIs Investors Service and Standard & Poor's corporation. Moody's Investors Service The term "Moody's Investors Service" means Moody's Investors Service, Inc. , a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's Investors Service" shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. 1994 Certificates The term 111994 Certificates" means the certificates of participation executed and delivered by the Trustee under and pursuant to the Trust Agreement, the proceeds of which are for the acquisition and improvement of Project Phases I, II, III and IV. SF2-32639.3 3 Outstanding The term "Outstanding, " when applied to Certificates, shall have the meaning ascribed to such term in the Trust Agreement. Permitted Encumbrances The term "Permitted Encumbrances" means (1) liens for general ad valorem taxes and assessments, if any, not then delinquent, or which the County may, pursuant to this Lease, permit to remain unpaid; (2) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record as of the date of recordation of this Lease in the office of the County Recorder of the County and which the County certifies in writing will not materially impair the use of the Demised Premises; (3) this Lease, as it may be amended from time to time; (4) the Trust Agreement, as it may be amended from time to time; (5) any right or claim of any mechanic, laborer, materialman, supplier or vendor not filed or perfected in the manner prescribed by law; (6) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions to which the Corporation. and the County consent in writing; and (7) existing tenant leases.- Permitted Investments The term "Permitted Investments" shall have the meaning ascribed to such term in the Trust Agreement. Phase of the Project The term "Phase of the Project" means Project Phases I, II, III and IV or such Subsequent Phase of the Project to which reference is made. Project The term "Project" means Project Phases I, II, III and IV and all Subsequent Phases of the Project. Proiect Phase I The term "Project Phase I" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof. Proiect Phase II The term "Project Phase II" means those public facilities and buildings described in Exhibit C hereto, together with parking, SF2-32639.3 4 site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof. Proiect Phase III The term "Project Phase III" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof. Project Phase IV The term "Project Phase IV" means those public facilities and buildings described in Exhibit C hereto, together with parking, site development, landscaping, utilities, fixtures, furnishings, equipment, improvements and appurtenant and related facilities, located on the Demised Premises pursuant to Section 4 . 01 hereof. Qualified Bank The term "Qualified Bank" means a state or national bank or trust company or savings and loan association or a foreign bank with a domestic branch or agency which is organized and in good standing under the -laws of the United States or any .state thereof or any .foreign .country, which has a capital and surplus of $25, 000, 000 or more, which has .an uncollateralized unsecured short term debt rating by Moody's Investors Service of at least 11P-1" and by Standard & Poor's Corporation of at least "A-1+11 and which has an uncollateralized unsecured long term debt rating by Moody's Investors Service of at least "Aa" and by Standard & Poor's Corporation of at least "AA" at the time of issuance of the Letter of Credit. Standard & Poor's Corporation The term "Standard & Poor's Corporation" means Standard & Poor's Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Standard & Poor's Corporation shall be deemed to refer to any other nationally recognized securities rating agency selected by the County. Subsequent Phase of the Project The term "Subsequent Phase of the Project" means any and all facilities and buildings whether within or without the County and all additions, extensions or improvements thereto hereafter added to the Project and hereafter described by an amendment or supplement hereto. SF2-32639.3 5 Supplemental Trust Agreement The term "Supplemental Trust Agreement" means any supplement or amendment to the Trust Agreement hereafter duly authorized and entered into between the Corporation, the County and the Trustee in accordance with the provisions of the Trust Agreement. Tax Certificate The term "Tax Certificate" shall have the meaning ascribed to such term in the Trust Agreement. Trust Agreement The term "Trust Agreement" means the trust agreement dated as of August 1, 1994, by and among the Trustee, the Corporation and the County, pursuant to which the Trustee will execute and deliver the 1994 Certificates, as originally executed or as it may from time to time be supplemented, modified or amended by a Supplemental Trust Agreement entered into pursuant to the provisions of the Trust Agreement. Trustee The term "Trustee" means Meridian Trust -Company of California, appointed, as trustee pursuant to the .TrustAgreement, and any successor appointed under the Trust Agreement. 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 its Vice President or its Treasurer or its Assistant Treasurer or its Secretary or an Assistant Secretary or by any other person (whether or not an officer of the Corporation) who is specifically authorized by resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. 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 his designee, 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 in writing to the Trustee for that purpose. ARTICLEII LEASE OF DEMISED PREMISES AND PROJECT; TERM SECTION 2. 01. Lease of Demised Premises and Project. The Corporation hereby leases to the County and the County hereby leases SF2-32639.3 6 from the Corporation the Demised Premises and the Project located thereon, subject, however, to all easements, encumbrances, and restrictions that exist at the time of the commencement of the term of this Lease. The County hereby agrees and covenants during the term of this Lease that, except as hereinafter provided, it will use the Project for public and County purposes so as to afford the public the benefits contemplated by this Lease. SECTION 2. 02 . Term; Occupancy. (a) Term. The term of this Lease shall commence on the date of recordation of this Lease in the office of the County Recorder of Contra Costa County, State of California, or on October 1, 1994, whichever is earlier, and shall end on August 1, 2024, unless such term is extended or sooner terminated as hereinafter provided. If on August 1, 2024, the Certificates shall not be fully paid, or if the rental payable hereunder shall have been abated at any time and for any reason, then the 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 August 1, 2034. If prior to August 1, 2024 all Certificates shall be fully paid, or provision therefor made, the term of this Lease shall end ten (10) days thereafter or ten (10) days after written notice by the County to the Corporation, whichever is earlier. (b) Occupancy of Project Phase I. It is contemplated that the County will take possession of Project Phase I- on or before August 31, 1994 . (c) Occupancy of Project Phase II. It is contemplated that the County will take possession of Project Phase II on or before October 1, 1995. If the renovation of Project Phase II shall be substantially completed before the above date, the County shall take possession of Project Phase II upon such substantial completion. (d) Occupancy of Project Phase III. It is contemplated that the County will take possession of Project Phase III on or before January 1, 1995. If Project Phase III shall be substantially completed before the above date, the County shall take possession of Project Phase III upon such substantial completion. (e) Occupancy of Project Phase IV,. It is contemplated that the County will take possession of Project Phase IV on or before August 31, 1994 . It is contemplated that the renovation of Project Phase IV will be completed on or before January 1,1995. (f) Abatement of Rental. If the Corporation, for any reason whatsoever, cannot deliver possession of Project Phases I, II, III and IV to the County by the respective dates indicated above, this Lease shall not be void or voidable, nor shall the Corporation be liable to the County for any loss or damage resulting therefrom; but in that event the rent payable hereunder shall be abated proportionately, in the proportion which the acquisition and SP2-32639.3 7 construction cost of the part or parts of Project Phases I, II, III and IV not yet delivered to the County bears to the acquisition and construction cost of the entire Project, with respect to the period between the expected occupancy date of such Phase and the time when the Corporation delivers possession, except to the extent of amounts held by the Trustee in the Lease Fund or in the Certificate Reserve Fund or otherwise available to the Trustee for payments in respect of the Certificates. SECTION 2 . 03 . Substitution. The County and the corporation may substitute real property as part of the Demised Premises and the Project for purposes of this Lease, but only after the County shall have filed with the Corporation and the Trustee, with copies to each rating agency then providing a rating for the Certificates, all of the following: (a) Executed copies of this Lease or amendments thereto containing the amended description of the Project and the Demised Premises, including the legal description of the Demised Premises as modified if necessary. . (b) A Certificate of the County with copies of this Lease, if needed, or amendments thereto containing the amended description of the Project and the Demised Premises stating that such documents have been duly recorded in the official records of the County Recorder of the County. (c) A Certificate of the County, accompanied by a written appraisal from a qualified appraiser, who may but need not be an employee of the County, evidencing that the annual fair rental value of the Project and the Demised Premises which will constitute the Project and the Demised Premises after such substitution (which may be based on the construction and/or acquisition cost or replacement cost of such facility to the County) will be at least equal to 100% of the maximum amount of Base Rental Payments becoming due in the then current year ending August 1 or in any subsequent year ending August 1. (d) (i) A title insurance policy or policies or a commitment for such policy or policies or an amendment or endorsement to an existing policy or policies resulting in title insurance with respect to the Demised Premises after such substitution in an amount at least equal to the amount of such insurance provided with respect to the Demised Premises prior to such substitution. (ii) An Opinion of Counsel (as such term is defined in the Trust Agreement) or Certificate of the County stating that, based upon review of such instruments, certificates or any other matters described in such Opinion of Counsel or Certificate of the County, the County has good merchantable title to the Project and the Demised Premises which will constitute the Project and the Demised Premises after such substitution. The term "Good SF2-32639.3 8 Merchantable Title" shall mean such title, as in the Opinion of Counsel or Certificate of the County is satisfactory and sufficient for the needs and operations of the County, subject only to Permitted Encumbrances. (e) A Certificate of the County stating that such substitution does not adversely affect the County's use and occupancy of the Project and the Demised Premises. (f) An Opinion of ,Counsel (as such term is defined in the Trust Agreement) stating that such amendment or modification (i) is authorized or permitted by the Constitution and laws of the State and this Lease; (ii) complies with the terms of the Constitution and laws of the State and of this Lease; (iii) will, upon the execution and delivery thereof, be valid and binding upon the Corporation and the County in accordance with its terms; and (iv) will not cause the interest represented by the Certificates to be included in gross income for federal income tax purposes. (g) A Certificate of the County stating that the useful life of the Project and the Demised Premises which will constitute the Project and the Demised Premises after such substitution is equal to or greater than the useful life of the Project and the Demised Premises before such substitution. ARTICLE III RENTAL PAYMENTS; USE OF PROCEEDS SECTION 3 . 01. Base Rental Payments. The County agrees to pay to the Corporation, as Base Rental Payments for the use and occupancy of the Project and the Demised Premises (subject to the provisions of Sections 3 . 04, 3 . 06 and 7. 01 of this Lease) annual rental payments with principal and interest components, the interest components being payable semi-annually, in accordance with the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. Base Rental Payments shall be calculated on an annual basis, for the twelve-month periods commencing on August 1 and ending on July 31, and each annual Base Rental shall be divided into two interest components, payable on January 15 and July 15 of each . rental payment period, and one principal component, payable on July 15 of each rental payment period (commencing on July 15, 1995) , except that the first Base Rental Payment period shall commence on the date of recordation of this Lease or a memorandum thereof in the office of the County Recorder of Contra Costa County and shall end on July 31, 1995. Each Base Rental Payment installment shall be payable on the fifteenth (15th) day of the month immediately preceding its due date and any interest or other income with respect thereto accruing prior to such due date shall belong to the County and shall be returned by the Corporation to the County on February 1 and August 1 of each year. The interest components of the Base Rental Payments shall be paid by SF2-32639.3 9 the County as and constitute interest paid on the principal components of the Base Rental Payments to be paid by the County hereunder, computed on the basis of a 360-day year composed of twelve 30-day months. Each annual payment of Base Rental (to be payable in installments as aforesaid) shall be for the use of the Demised Premises and the Project following completion of acquisition and construction thereof for the twelve-month period commencing on August 1 of the period in which such installments are payable. If the term of this Lease shall have been extended pursuant to Section 2 . 02 hereof, Base Rental Payment installments shall continue to be due on February 1 and August 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of termination of this Lease. Upon such extension of this Lease, the County shall deliver to the Trustee a certificate setting forth the extended rental payment schedule, which schedule shall establish the principal and interest components of the Base Rental Payments 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 due on August 1, 2024 . . SECTION 3 . 02 . Additional Payments. The County shall also pay such amounts (herein called the "Additional Payments") 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, its interest in the Demised Premises and the lease of the Demised Premises and the Project 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 the Project, 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 architects, 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; but not including in Additional Payments amounts required to pay the principal or interest represented by the Certificates. Such Additional Payments shall be billed to the County by the Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Corporation or by the Trustee on behalf of the Corporation, for one or more of the items above described, or that such amount is then payable by the Corporation or the Trustee for such items. Amounts so billed shall be paid by the County to the billing party within 15 days after receipt of the bill by the County. The County reserves the right to SP2-32639.3 10 audit billings for Additional Payments although exercise of such right shall in no way affect the duty of the County to make full and timely payment for all Additional Payments. Any payments of Additional Payments not expended upon receipt by the Trustee shall be held by the Trustee in the Trust Administration Fund pursuant to the Trust Agreement. The Corporation has issued and may in the future issue bonds and has entered into and may in the future enter into leases to finance facilities other than the Demised Premises and the Project. The administrative costs of the Corporation shall be allocated among said facilities and the Project, as hereinafter in this paragraph provided. The fees of the Trustee under the Trust Agreement, and any other expenses directly attributable to the Project shall be included in the Additional Payments payable hereunder. 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 the Project, shall not be included in the administrative costs of the Project and shall not be paid from the Additional Payments 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 the Project, 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 afinal and conclusive- determination as to such allocation. The ..Trustee may conclusively rely upon the Written, Request of the ,Corporation, with the approval of the County Administrator of the ' County, or by a Deputy County Administrator of the County, or a duly authorized representative of the County, endorsed thereon, in making any determination that costs are payable as, Additional Payments 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 the Project. SECTION 3 . 03 . 'Fair Rental Value. Such payments of Base Rental Payments for each rental period during the term of this Lease shall constitute the total rental for said rental period and shall be paid by the County in each rental payment period for and in consideration of the right of use and occupancy of, and continued quiet use and enjoyment of, the Demised Premises and; following - completion of construction, each Phase of the Project during each such period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental payable for each twelve-month period beginning August 1 represents the fair rental value of the Demised Premises and the Project for each such period. In making such determination, consideration has been given to costs of acquisition, design, construction and financing of the Project, other obligations of the parties under this Lease, the uses and purposes SF2-32639.3 which may be served by the Project and the benefits therefrom which will accrue to the County andthegeneral public. SECTION 3 .04. Payment Provisions. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Corporation at the corporate trust office of the Trustee in Los Angeles, California, or such other place as the Corporation shall designate. Any such installment of rental accruing hereunder which shall not be paid when due and payable under the terms of this Lease shall bear interest at the rate of twelve percent (12%) per annum, or such lesser rate of interest as may be permitted by law, from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Corporation and the County, the County shall make all rental payments when due without deduction or offset of any kind and shall not withhold any rental payments pending the final resolution of such dispute. In the event of a determination that the County was not liable for said rental payments or any portion thereof, said payments or excess of payments, as the case may be, shall be credited against subsequent rental payments due hereunder or refunded at the time of such determination. Amounts required to be deposited by the County with the Trustee pursuant to this Section on any date shall be reduced to the extent of amounts on deposit in the Base Rental Payment Fund, the Interest Fund or the Principal Fund and available therefor. All payments received shall be applied first to the interest components of the Base Rental Payments due hereunder, then to the principal components of the Base Rental Payments due hereunder and thereafter to all Additional Payments due hereunder, but no such application of any payments which are lessthanthe total rental due and owing shall be deemed a waiver of any default hereunder. Rental is subject to abatement as provided in Section 3 . 06. Nothing contained in this Lease shall prevent the County from making from time to time contributions or advances to the Corporation for any purpose now or hereafter authorized by law, including the making of repairs to, or the restoration of, the Project in the event of damage to or the destruction of the Project. SECTION 3 . 05. Appropriations Covenant. The County covenants to take such action as may be necessary to include all such Base Rental Payments and Additional Payments due hereunder in its annual budgets, to make necessary annual appropriations for all such Base Rental Payments and Additional Payments as shall be required to provide funds in such year for such Base Rental Payments and Additional Payments. The County will deliver to the Corporation and the Trustee within sixty (60) days of adoption of the County budget a Certificate of the County stating that the budget as adopted appropriates all moneys necessary for the payment of Base Rental Payments and Additional Payments hereunder. The covenants on the part SF2-32639.3 12 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. The Corporation and the County understand and intend that the obligation of the County to pay Base Rental Payments and Additional Payments hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by the County, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or moneys of the County. Base Rental Payments and Additional Payments due hereunder shall be payable only from current funds which are budgeted and appropriated or on deposit in the Lease Fund or Certificate Reserve Fund or otherwise legally available for the purpose of paying Base Rental Payments and Additional Payments or other payments due hereunder as consideration for use of the Project. This Lease shall not create an immediate indebtedness for any aggregate payments which may become due hereunder in the event that the term of the Lease is continued. The County has not pledged the full faith and credit of the County, the State of California or any agency or department thereof .to the payment of the Base -Rental Payments and Additional Payments or any other payments due hereunder. SECTION 3 . 06. Rental Abatement. .Except to the extent of amounts held by the Trustee in .the Lease Fund or in the Certificate Reserve Fund or- otherwise available to the Trustee for payments in respect of the Certificates, the Base Rental Payments shall be abated proportionately, during any period in which by reason of any damage or destruction (other than by condemnation which is hereinafter provided for) there is substantial interference with the use and occupancy of the Demised Premises and the Project by the County, in the proportion in which the initial cost of that portion of the Demised Premises and the Project rendered unusable bears to the initial cost of the whole of the Demised Premises and the Project. 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 3 . 07. Use of Proceeds; Lease Fund• Certificate Reserve Fund; Investments. (a) Use of Proceeds. The parties hereto agree that the proceeds of the Certificates will be used to finance the acquisition, SF2-32639.3 13 design, construction and financing of the Project, to establish the Lease Fund and the Certificate Reserve Fund hereinafter referred to and the Trust Administration Fund referred to in the Trust Agreement 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, upon the sale and delivery of the 1994 Certificates a sum (which shall include the amount of accrued interest received by the Trustee upon the sale of the Certificates) equal to a portion of the Base Rental Payments due from the County to the Corporation on February 1, 1995, August 1, 1995 and February 1, 1996 (as set forth in footnote 2 to the Base Rental Payment Schedule attached hereto as Exhibit B) shall be paid directly to the Trustee for deposit in a separate special fund, to be held by the Trustee for and on behalf of the County, known as the "Facility Lease (Various Capital Facilities) Lease Fund" (herein called the "Lease Fund") . The Trustee shall maintain the Lease Fund and apply the moneys on deposit therein for payment of a portion of the Base Rental Payments due from the County on February 1, 1995, August 1, 1995 and February 1, 1996, as shown in footnote 2 to the Rental Payment Schedule attached hereto as Exhibit B and made a part hereof. Following the payment of Base Rental from the Lease Fund due on February 1, 1996, any amounts remaining in the Lease Fund will be transferred to the Acquisition and Construction Fund, and the Lease Fund shall be closed. ,Earnings on-investments of money in the Lease Fund shallbe deposited in the Lease Fund (provided that the first $14, 078 in earnings shall be deposited in the Acquisition and Construction Fund) . The County hereby pledges and grants a lien on and a security interest in the Lease Fund to the Corporation in order to secure the County's obligation to pay the Base Rental Payments as herein provided. (c) Certificate Reserve Fund. In further consideration for the agreements and covenants of the County herein, the Corporation further agrees to cause to be paid to the County upon the sale and delivery of the 1994 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 "Facility Lease (Various Capital Facilities) 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 if such February 1 SF2-32639.3 14 or August 1 is prior to the date of receipt by the Trustee of a Certificate of the County stating that the construction of the relevant Phase of the Project has been substantially completed, in which event the Trustee shall transfer such portion as follows: earnings first received up to the amount of $47,926 shall be deposited in the Acquisition and Construction Fund, and earnings in excess thereof shall be deposited in the Lease Fund. Except for such withdrawals, the County agrees that the Trustee shall 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 3 .06 hereof or when other moneys of the county are not otherwise available to make such Base Rental Payments. The County hereby pledges and grants a lien on and a security interest in the Certificate Reserve Fund to the Corporation in order to secure the County's obligation to pay the Base Rental Payments As herein provided. The County further agrees that if at any time the balance in the Certificate Reserve Fund shall be reduced below the Certificate Reserve Fund Requirement, the first payments of Base Rental Payments thereafter payable by the County and not needed to pay Base Rental interest and principal components payable to the Certificate owners on the next Base Rental due date shall be used to increase the balance in the Certificate Reserve Fund to the required Certificate Reserve Fund Requirement. At the termination of this Lease in accordance with its terms, any balance remaining in the Certificate Reserve Fund shall be released from the foregoing pledge, lien and security interest and may be transferred to such other fund or account of the County, or otherwise used by the County for any other lawful purposes, as the County may direct. (d) Investments. Upon the Written Request of the County any moneys held by the Trustee in the Lease Fund shall be invested by the Trustee in Permitted Investments (as that term is defined in the Trust Agreement) which will mature on or before the date such funds are needed for expenditure from such fund. Upon the Written Request of the County any moneys held by the Trustee in the Certificate Reserve Fund shall be invested by the Trustee in Permitted Investments which will mature on or before the date of the last scheduled Base Rental Payment. If no such Written Request is filed with the Trustee, the Trustee shall invest such moneys in Permitted Investments described in clauses (1) or (9) of the definition thereof. ARTICLE IV CONSTRUCTION OF THE PROJECT; MAINTENANCE; ALTERATIONS AND ADDITIONS SECTION 4.01. Design- Approval and Construction/Renovation of Project Phases I, II, III and IV. The Corporation hereby agrees to acquire Project Phases I, II, III and IV, to cause the completion of the construction of Project Phase III and to cause the completion of the renovation of Project Phases ses I, II and IV. The Corporation and the County hereby represent and warrant as follows: SF2-32639.3 15 a. The County shall approve the plans and specifications for the construction of Project Phase III and renovation of Project Phases I, II and IV and shall satisfy all State approval, environmental and construction permit requirements applicable thereto. b. The construction contracts for Project Phases II, III and IV shall require the contractor to complete construction on or prior to the respective dates set forth in Section 2 . 02 . C. The Corporation and the County agree that Project Phase III will be constructed, and Project Phases I, II and IV will be renovated, in accordance with the plans and specifications prepared by the architects and approved by the County. The Corporation and the County further agree that Project Phases I, II, III and IV will be substantially completed in accordance with said plans and specifications within the time limits set forth in said construction contracts. d. The County currently has possession of, and occupies, Project Phases I and IV and will continue such possession and occupancy throughout the term of this . Lease. The County agrees that upon substantial completion of Project Phase III, and upon substantial completion of the renovation of Project Phase II, it will take possession of and occupy throughout the term of this Lease such Project Phases II and III and the' Demised Premises under the terms and provisions .of this Lease. Such .substantial completion of Project Phases II and .III shall. be evidenced either -by a . certificate of the architects or. -by -the occupancy by the County of such Project Phases II and III. The time within which the contractors are required to complete .Project Phases II and III shall be extended for a -.period equal to any extensions of time to whichFthe contractors are entitled under the construction contracts and any delays in construction resulting from other causes and events not within the reasonable control of the contractors or of the Corporation. e. The County may issue change orders altering the construction contract plans and specifications during the course of construction, if such changes do not materially reduce or diminish the capacity, adaptability or usefulness of Project, and the Corporation agrees to cooperate fully with the County to cause such change orders to be implemented. Before any such change orders shall be issued which, together with all other change orders, would increase the aggregate cost of construction or renovation of the Project above the moneys available or to be available for such purpose in the Acquisition and Construction Fund, or delay completion of Project Phases II, III or IV beyond the dates set forth in Section 2 . 02, the County shall arrange with the Corporation to pay the increased cost resulting from such change orders, or to pay the Base Rental Payments to become due and payable after the dates set forth in Section 2 . 02 , until such time as such Phases of the Project shall be scheduled to be completed, and, shall deposit funds sufficient to pay such increased SF2-32639.3 15 cost or such Base Rental Payments, as the case may be, with the Trustee. SECTION 4. 02 . Maintenance and Utilities. During such time as the County is in possession of the Demised Premises and the Project, all maintenance and repair, both ordinary and extraordinary, of the Project shall be the responsibility of the County, which shall at all times maintain or otherwise arrange for the maintenance of the Project in first class condition, and the County shall pay for or otherwise arrange for the payment of all utility services supplied to the Project, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, ventilation, air conditioning, water and all other utility services, and shall pay for or otherwise arrange for payment of the cost of the repair and replacement of the Project resulting from ordinary wear and tear or want of care on the part of the County or any assignee or sublessee thereof 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 the Project. In exchange for the rental herein provided, the Corporation agrees to provide only the Demised Premises and the Project. SECTION 4. 03 . Changes to the Project. Subject to Section 8. 02 hereof, the County shall, at its own expense, have the right to remodel the Project or to make additions, modifications and improvements to the .Project . and the Demised Premises. All such additions, modifications and improvements. shall .thereafter°:comprise part of the Project:and, the Demised Premises and be subject to the provisions of this. Lease. Such additions, modifications and .improvements shall not in . any way damage. the. Project 'or cause it to be used for -purposes other than those authorized under the provisions of state and federal law; and the Project, upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value which is at least equal to the value of the Project immediately prior to the making of such additions, modifications and improvements. SECTION 4. 04 . Installation of County's Equipment. The County and any sublessee may at any time and from time to time, in its sole discretion and at its own expense, install .or permit to be installed other items of equipment or other personal property in or upon the Project and the Demised Premises. All such items shall remain the sole property of such party, in which neither the Corporation nor the Trustee shall have any interest, and may be modified or removed by such party at any time provided that such party shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the County from purchasing items to be installed pursuant to this Section under a conditional sale or lease purchase contract, or subject to a vendor's lien or security agreement as security for the unpaid portion of the purchase price SF2-32639.3 17 thereof, provided that no such lien or security interest shall attach to any part of the Project or Demised Premises. ARTICLE V INSURANCE SECTION 5.01. Fire and Extended Coverage Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease (but during the period of construction of any Phase of the Project only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4 .01 hereof or in the corresponding section of an amendment hereto) , insurance against loss or damage to any structures constituting any part of the Project by fire and lightning, with extended coverage insurance, vandalism and malicious mischief insurance and sprinkler system leakage insurance. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of the Project, excluding the cost of excavations, of grading and filling, and of the land (except that such insurance may be subject to deductible clauses for any one loss of not to exceed $5, 000) , or, in the alternative, shall be in an amount and in a form sufficient (together with moneys in the Certificate Reserve Fund referred to in Section 3 . 07 (c) hereof) , in the event -of total or partial loss, to enable all Certificates then outstanding to be prepaid. In the event of any damage to or destruction of any part of the Project, caused by the perils covered by such insurance, the Corporation, except as hereinafter provided, shall cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Project, and the Trustee shall hold said proceeds separate and apart from all other funds, in a special fund to be designated the "Insurance and Condemnation Fund, " to the end that such proceeds shall be applied to the repair, reconstruction or replacement of the Project to at least the same good order, repair and condition as they were 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 Corporation, stating that the Corporation has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such moneys were expended, or such liabilities were incurred, and containing the additional information required to be included in a Written Request of the Corporation prepared pursuant to Section 3 . 03 of the Trust Agreement. Any balance of said proceeds not required for such repair, reconstruction or replacement shall be treated by the SF2-32639.3 18 Trustee as Base Rental Payments and applied in the manner provided by Section 5. 02 of the Trust Agreement. Alternatively, the Corporation, at its option, with the written consent of the County, and if the proceeds of such insurance together with any other moneys then available for the purpose are at least sufficient to prepay an aggregate principal amount represented by Outstanding Certificates, equal to the amount of Outstanding Certificates. attributable to the portion of the Project so destroyed or damaged (determined by reference to the proportion which the acquisition and construction cost of such portion of the Project bears to the acquisition and construction cost of the Project) , may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Project and thereupon shall cause said proceeds to be used for the prepayment of Outstanding Certificates pursuant to the provisions of the Trust Agreement. The Corporation and the County shall promptly apply for Federal disaster aid or State of California disaster aid in the event that the Project is damaged or destroyed as a result of an earthquake occurring at any time. Any proceeds received as a result of such disaster aid shall be used to repair, reconstruct, restore or replace the damag*ed or destroyed portions of the Project, or, at the option of the County and the Corporation, to prepay outstanding Certificates if such use of such disaster aid is permitted. As an ,alternative to providing the. insurance required by the first paragraph of this Section, or any portion thereof, theCounty, with the written consent of the corporation, 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 coverage for the risks required to be insured against, in light of All circumstances, giving consideration to cost, availability and similar plans or methods of protection adopted by public entities in the State of California other than the County. Before such other method or plan may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, there shall be filed with the Trustee a certificate of an independent actuary, independent insurance consultant or other independent 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 reasonable coverage for the risks required to be insured against. There shall also be filed a certificate of the County setting forth the details of such substitute method or plan. In the event of loss covered by any such self insurance method, the liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund or funds created under such method. SECTION 5. 02 . 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 (but during the period of construction of any Phase of the Project SF2-32639.3 19 only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4 . 01 hereof or in the corresponding section of an amendment hereto) , a standard comprehensive general liability insurance policy or policies in protection of the Corporation and its members, 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 the Project, 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 for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3 , 000, 000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the County. As an alternative to providing the insurance required by the first paragraph of this Section, or any portion thereof, the County, with the written consent of the Corporation, 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 Corporation, its members, 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 public entities in the State of California other than the County. Before such other method or plan may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, there shall be filed with the Trustee a certificate of an independent actuary, independent insurance consultant or other independent 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 reasonable protection to the Corporation, its members, 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 County setting forth the details of such substitute method or plan. SECTION 5. 03 . Rental Interruption or Use and Occupancy Insurance. The County shall procure or cause to be procured and maintain or cause to be maintained (but during the period of construction of any Phase of the Project only if such insurance is not provided by a Contractor under a construction contract referred to in Section 4 . 01 hereof or in the corresponding section of an amendment hereto) , rental interruption or use and occupancy insurance to cover loss, total or partial, of the rental income from or the use of the Project as the result of any of the hazards covered by the insurance required by Section 5. 01 hereof, in an amount sufficient to pay the part of the total rent hereunder attributable to the portion of the SF2-32639.3 20 Project rendered unusable (determined by reference to the proportion which the cost of such portion bears to the cost of the Project) 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) . 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 . 01 (to the extent required for the payment of Base Rental) and in Section 3 . 02 (to the extent required for the payment of Additional Payments) . As an alternative to providing the insurance required by the first paragraph of this Section, the County, with the written consent of the Corporation and written notice to Moody's Investor's Service, may provide a self insurance method or plan of protection if and to the extent such self insurance method or plan of protection shall require that a self insurance fund be maintained and accounted for on a separate basis by the County and that such self insurance fund shall be at least fully funded for the risks required to be insured against. Before such other method or plan. may be provided by the County, and annually thereafter so long as such method or plan is being provided to satisfy the requirements of this Lease, there shall be filed with the Trustee a certificate of an independent actuary, independent insurance.. consultant or -other independent 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. There shall also be filed a. Certificate of the County setting forth the. details of .such :substitute .method or plan. In the event of loss covered .by. any .such self insurance method, the. liability of the County hereunder shall be limited to the amounts in the self insurance reserve fund created under such method. The County shall hold such self insurance reserve fund as a special fund, separate and apart from all other moneys of the County. SECTION 5. 04 . Worker's Compensation. The County shall also maintain worker's compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure its employees against liability for compensation under the Worker's Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto. As an alternative, such insurance may be maintained as part of or in conjunction with any other insurance carried by the County. Such insurance may be maintained by the County in the form of self-insurance with the prior written consent of the Corporation. SECTION 5. 05. Title Insurance. The County shall obtain upon the execution and delivery of this Lease title insurance on the Demised Premises, in an amount equal to the aggregate principal amount of the 1994 Certificates, issued by a company of recognized standing SF2-32639.3 21 duly authorized to issue the same, subject only to Permitted Encumbrances. SECTION 5. 06. Insurance Proceeds : Form of Policies. All policies of insurance required by Sections 5 . 01 and 5. 03 hereof shall provide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender's loss payable endorsement substantially in accordance with the form approved by the Insurance Services Office and the California 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 5. 01 and 5. 03 . 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 the promptly furnish evidence of such payments to the Corporation. The County will deliver to the Corporation and the Trustee on or before September 15 in each year a written Certificate of an officer of the County stating whether such policies satisfy the requirements of this Lease, 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, and, if any self-insurance program is being provided, the annual report of an actuary, independent insurance consultant or other qualified person containing the information required for such self-insurance program and described in Sections 5. 01, 5. 02 and 5. 03 . Delivery to the Trustee of the certificate 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. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6. 01. Defaults and Remedies. (a) If the County shall fail to pay any rental payable hereunder when the same becomes due; 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 for a period of thirty (30) days after notice of the same has been given to the County by the Corporation or the Trustee or for such SF2-32639.3 22 additional time as is reasonably required, in the sole discretion of the Trustee, to correct the same, or upon the happening of any of the events specified in subsection (b) of this Section (any such case above being an "Event of Default") , the County shall be deemed to be in default hereunder and it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease. Upon. any such default, the Corporation, in addition to all other rights and remedies it may have at law, shall have the option to do any of the following: (1) To terminate this Lease in the manner hereinafter provided on account of default by the County, notwithstanding any re-entry or re-letting of the Demised Premises and the Project as hereinafter provided for in subparagraph (2) hereof, and to re-enter the Demised Premises and the Project and remove all persons in possession thereof and all personal property whatsoever situated upon the Demised Premises and the Project and place such personal property in storage in any warehouse or other suitable place located within the County of Contra Costa, California. In the event of such termination, the County agrees to surrender immediately possession of the Demised Premises and the Project, without let or hindrance, and to pay the Corporation all damages recoverable at law that the Corporation may incur by reason of default by the County, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon- the . , Demised Premises and the Project and removal and .storage of such property .by. .the .Corporation or its duly authorized agents in accordance with -the provisions herein contained. Neither notice to pay rent or to deliver up possession of the Demised Premises or the Project given pursuant- to law nor any- entry-- or re-entry by the Corporation nor any proceeding in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Demised Premises and the Project nor the appointment of a receiver upon initiative of the Corporation to protect the Corporation's interest under this Lease shall of itself operate to terminate this Lease, and no termination of this Lease on account of default by the County shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Corporation shall have given_ written notice to the County of the election on the part of the Corporation to terminate this Lease. The County covenants and agrees that no surrender of the Demised Premises and the Project or of the remainder of the term hereof or any termination of this Lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by. such written notice. (2) Without terminating this Lease, (i) to collect each installment of rent as it becomes due and enforce any other terms or provision hereof to be kept or performed by the County, regardless of whether or not the County has abandoned the SF2-32639.3 23 Project, or (ii) to exercise any and all rights of re-entry upon the Demised Premises and the Project. In the event the Corporation does not elect to terminate this Lease in the manner provided for in subparagraph (1) hereof, the County shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the County and, if the Demised Premises and the Project are not re-let, to pay the full amount of the rent to the end of the term of this Lease or, in the event that the Demised Premises and the Project are 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 Corporation may have received in previous years or may receive thereafter in subsequent years rental in excess of the rental herein specified, and notwithstanding any entry or re-entry by the Corporation or suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such entry or re-entry or obtaining possession of the Demised Premises and the Project. Should the Corporation elect to enter or re-enter as herein provided, the County hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the County to re-let the Demised Premises and the Project, or any part thereof, from time to time, either in the Corporation's name or otherwise, upon such terms and _.conditions .and. for such use and period. as the Corporation may deem advisable, and to remove all persons. in -possession thereof and all personal property whatsoever situated upon the Demised Premises and .the Project.-and to .place such personal property in ,storage ..:in any.•:warehouse or.. other .suitable .place located in the County .of.-.Contra Costa, California,- for- the -account of and at the expense of the County., and the County hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Demised Premises and the Project and removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Corporation to re-let the Demised Premises and the Project and to do all other acts to maintain or preserve the Project as the Corporation deems necessary or desirable in the event of such re-entry without effecting a surrender of this Lease, and further agrees that no acts of the Corporation in effecting such re-letting shall constitute a surrender or termination of this Lease irrespective of the use or the term for which such re-letting is made or the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of such default by the County the right to terminate this Lease shall vest in the Corporation to be effected in the sole and exclusive manner provided for in sub-paragraph (1) hereof. The County further waives the right to any rental obtained by the SF2-32639.3 24 Corporation in excess of the rental herein specified and hereby conveys and releases such excess to the Corporation as compensation to the Corporation for its services in re-letting the Demised Premises and the Project or any part thereof. The County further agrees to pay the Corporation the cost of any alterations or additions to the Demised Premises and the Project necessary to place the Demised Premises and the Project in condition for re-letting immediately upon notice to the County of the completion and installation of such additions or alterations. The County hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of the Demised Premises and the Project as herein provided and all claims for damages that may result from the destruction of or injury to the Demised Premises and the Project 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 the Demised Premises and the Project. (b) If (1) the County's interest in this Lease or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent of the Corporation, as hereinafter provided for, or (2) the County or any assignee shall file any petition or institute any proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects .of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County's debts or obligations, or -offers to the County's creditors to effect a composition or extension of time to pay the County's debts or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of the County's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the County, or if a receiver of the business or of the property or assets of the County shall be appointed by any court, except a receiver appointed at the instance or request of the Corporation, or if the County shall make a general or any assignment for the benefit of the County's creditors, or if (3) the County shall abandon or vacate the Demised Premises and the Project, then the County shall be deemed to be in default hereunder. (c) The Corporation shall in no event be in default in the performance of any of its obligations hereunder or imposed by any statute or rule of law unless and until the Corporation shall have failed to perform such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by the County to the Corporation properly specifying wherein the Corporation has failed to perform any such obligation. In the event of default by the Corporation, the County shall be entitled to pursue any remedy provided by law. SF2-32639.3 25 (d) In addition to the other remedies set forth in this Section, upon the occurrence of an event of default as described in this Section, the Corporation shall be entitled to proceed to protect and enforce the rights vested in the Corporation by this Lease or by law. The provisions of this Lease and the duties of the County and of its trustees, officers or employees shall be enforceable by the Corporation by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. Without limiting the generality of the foregoing, the Corporation shall have the right to bring the following actions: (1) Accounting. By action or suit in equity to require the County and its trustees, officers and employees and its assigns to account as the trustee of an express trust. (2) Injunction. By action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of the Corporation. (3) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce the Corporation's rights against the County (and its board, officers and employees) and to compel the County to perform and carry out its duties and obligations under the law and its covenants and agreements with the Corporation as provided herein. Each and all of the remedies given to the Corporation hereunder or by • any law now or hereafter enacted are cumulative and the single or partial exercise of any right, power or privilege hereunder .shall .not impair the right of-the-Corporation to other or ..further .-exercise thereof or the exercise of any or all other rights, powers or privileges. The term "re-let" or "re-letting" as used in this Section shall include, but not be limited to, re-letting by means of the operation by the Corporation of the Demised Premises and the Project. If any statute or rule of law validly shall limit the remedies given to the Corporation hereunder, the Corporation nevertheless shall be entitled to whatever remedies are allowable under any statute or rule of law. In the event the Corporation shall prevail in any action brought to enforce any of the terms and provisions of this Lease, the County agrees to pay a reasonable amount as and for attorney's fees incurred by the Corporation in attempting to enforce any of the remedies available to the Corporation hereunder, whether or not a lawsuit has been filed and whether or not any lawsuit culminates in a judgment. SECTION 6. 02 . Waiver. Failure of the Corporation to take advantage of any default on the part of the County shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this instrument be construed to waive or to lessen the right of the SF2-32639.3 26 Corporation to insist upon performance by the County of any term, covenant or condition hereof, or to exercise any rights given the Corporation on account of such default. A waiver of a particular default shall not be deemed to be a .waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, or be construed to be, a waiver of any term, covenant or condition of this Lease. ARTICLE VII EMINENT DOMAIN; PREPAYMENT SECTION 7 . 01. Eminent Domain. If the whole of the Demised Premises and the Project 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 the Project 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 rental due hereunder in an amount equivalent to the amount by which the annual payments of principal and interest represented by Certificates then Outstanding will be reduced by the application of the award in eminent 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 the Project or any portion thereof shall be paid to the Trustee and applied to the prepayment of the Base Rental Payments as provided in Section 7.02 . Any such award made after all of the Base Rental Payments and Additional Payments have been fully paid, or provision therefor made, shall be paid to the County. SECTION 7. 02 . Prepayment. (a) The County shall prepay on any date from insurance and eminent domain proceeds, to the extent provided in Sections 5. 01, 5. 05 and 7. 01 hereof (provided, however, that in the event of partial damage to or destruction of the Project caused by perils covered by insurance, if in the judgment of the Corporation the insurance proceeds are sufficient to repair, reconstruct or replace the damaged or destroyed portion of the Project, such proceeds shall be held by the Trustee' and used to repair, reconstruct or replace the damaged or destroyed portion of the Project, pursuant to the procedure set forth in Section 5. 01 for proceeds of insurance) , all or any part (in an integral multiple of $5, 000) of the principal components of Base Rental Payments then unpaid so that the aggregate annual 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 annual amounts of principal components of Base Rental Payments unpaid prior to the prepayment date, at a prepayment amount equal to the sum of the Sn-32639.3 .27 principal components prepaid plus accrued interest thereon to the date of prepayment. (b) The County may prepay, from any source of available funds, all or any portion of Base Rental Payments by depositing with the Trustee moneys or securities as provided in Article X of the Trust Agreement sufficient to make such Base Rental Payments when due; provided that the County furnishes the Trustee with an Opinion of Counsel that such deposit will not cause interest evidenced by and payable with respect to the Certificates to be includable in gross income for federal income tax purposes. The County agrees that if following such prepayment the Project and the Demised Premises are damaged or destroyed or taken by- eminent domain, it is not entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and shall not be entitled to any reimbursement of such Base Rental Payments. (c) Before making any prepayment pursuant to this article, the County shall, within five (5) days following the event creating such right or obligation to prepay, give written notice to the Corporation and the Trustee describing such event and specifying the date on which the prepayment will be made, which date shall be not less than forty-five (45) days from the date such notice is given. (d) When (1) there shall have been deposited with the Trustee at or. .prior ;to .the due dates of the Base Rental Payments or date when .the .County- may exercise its option to purchase the Project or any- portion or item thereof, in trust for. the benefit of the Owners of the- Certificates and irrevocably appropriated and set aside to the payment of the Base Rental Payments or option price, sufficient moneys and Permitted Investments described in subsection (1) of the definition thereof in the Trust Agreement, not redeemable prior to maturity, the principal of and interest on which when due will provide money sufficient to pay all principal, premium, if any, and interest of the Base Rental Payments represented by the Certificates to the due date of the Base Rental Payments or date when the County may exercise its option to purchase the Project, as the case may be; and (2) an agreement shall have been entered into with the Trustee for the payment of its fees and expenses so long as any of the Certificates shall remain unpaid, then and in that event the right, title and interest of the Corporation herein and the obligations of the. County hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied (except for the right of the Corporation and the obligation of the County to have such. moneys and such Permitted Investments applied to the payment of the Base Rental Payments or option price) and the Corporation's interest in and title to the Project or applicable portion or item thereof shall be transferred and conveyed to the County. In such event, the Corporation shall cause an accounting for such period or periods as may be requested by the County to be prepared and filed with the Corporation and evidence such discharge and satisfaction, and the Corporation shall pay over to the County as an overpayment of Base SF2-32639.3 28 Rental Payments all such moneys or Permitted Investments held by it pursuant hereto other than such moneys and such Permitted Investments as are required for the payment or prepayment of the Base Rental Payments or the option price and the fees and expenses of the Trustee, which moneys and Permitted Investments shall continue to be held by the Trustee in trust for the payment of Base Rental Payments or the option price and the fees and expenses of the Trustee, and shall be applied by the Corporation to the payment of the Base Rental Payments or the option price and the fees and expenses of the Trustee. SECTION 7 . 03 . Option to Purchase; SaleofPersonal Property. The County shall have the option to purchase the Corporation's interest in any part of the Demised Premises and the Project upon payment of an option price consisting of moneys or securities of the category specified in clause (1) of the definition of the term Permitted Investments contained in Section 1. 01 of the Trust Agreement (not callable by the issuer thereof prior to maturity) in an amount sufficient (together with the increment, earnings and interest on such securities) to provide funds to pay the aggregate amount for the entire remaining term of this Lease (or date upon which the Certificates may be prepaid pursuant to the Trust Agreement) of the part of the total rent hereunder attributable to such part of the Project (determined by reference to the proportion which the acquisition, design and construction cost of such part of the Project bears to the acquisition, design and construction cost of all of the Project) . Any ,such payment shall be made to- theTrustee and shall be - .-treated as. rental :payments. and 'shall be applied by the Trustee to pay the ,interest .and.. principal components of the Certificates and to prepay .Certificates if such Certificates are subject to prepayment pursuant to the .terms -of the Trust Agreement. Upon themaking of such payment to the Trustee, (a) the interest and principal components of each installment of Base Rental thereafter payable under this Lease shall be reduced by the amount thereof attributable to such part of the Project and theretofore paid pursuant to this Section, (b) Section 3 . 06 and this Section of this Lease shall not thereafter be applicable to such part of the Project, (c) the insurance required by Sections 5.01, 5.02 and 5. 03 of this Lease need not be maintained as to such part of the Project, and (d) title to such part of the Project and of the portion of the Demised Premises upon which such part of the Project is located shall vest in the County and the term of this Lease shallendas to the portion of the Demised Premises upon which such part of the Project is located and to such part of the Project. The County, in its discretion, may request the Corporation to sell or exchange any personal property which may at any time constitute a part of the Project, 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 the Project, (b) the consideration to be received from the property is of a value substantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Corporation, exceed the amount SF2-32639.3 29 of $50, 000, the Corporation shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant (satisfactory to the Corporation) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of the Project. In the event of any such sale, the full amount of the money or consideration received for the personal property so sold and released shall be paid to the Corporation. Any money so paid to the Corporation may, so long as the County is not in default under any of the provisions of this Lease, be used upon the Written Request of the County to purchase personal property, which property shall become a part of the Project leased hereunder. The Corporation may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal property subject to this Lease or before releasing for the purchase of new personal property money received by it for personal property so sold. ARTICLE VIII COVENANTS SECTION 8. 01. Right of Entry. The Corporation and its assignees shall have the right to enter upon and to examine and inspect the Project and the Demised Premises during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the Corporation's or, the County's rights or obligations under this Lease, and (c) for all other lawful purposes. SECTION 8 . 02 . Liens. In the event ..the County shall at any time during the term of this Lease cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the Demised Premises or the Project, 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 the Project and shall keep the Demised Premises and the Project free of any and all mechanics' or materialmen's liens or other liens against the Demised Premises or the Project or the Corporation's interest therein. In the event any such lien attaches to or is filed against the Demised Premises or the Project or the Corporation's interest therein, the County shall cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the County desires to contest any such lien it may do so in good faith. 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 and discharge said judgment. The County agrees to and shall, to the maximum extent permitted by law, indemnify and hold the Corporation and the Trustee and their respective members, SF2-32639.3 30 directors, agents, successors and assigns, harmless from and against, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorney's fees) as a result of any such lien or claim of lien against the Demised Premises or the Project or the Corporation's interest therein. SECTION 8. 03 . Quiet Enjoyment. The parties hereto mutually covenant that the County, by keeping and performing the covenants and agreements herein contained and 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 the Project without suit, trouble or hindrance from the Corporation. SECTION 8. 04 . Corporation Not Liable. The Corporation and its members, directors, officers, agents and employees 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 and the Project. The County, to the extent permitted by law, shall indemnify and hold the Corporation and its members, directors, officers, agents and employees, harmless from, and defend each of them against, any and all claims, liens and judgments arising from the acquisition and construction or operation of the Demised Premises or the Project, including, without limitation, death of or injury to any person or damage to property whatsoever occurring in, on or about the Demised Premises or the Project regardless of responsibility for negligence, but excepting the active negligence of the person or entity seeking indemnity. . SECTION 8 . 05. Assignment and Subleasing. Neither this Lease nor any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by voluntary act or by operation of law or otherwise, except with the prior written consent of the Corporation, which, in the case of subletting, shall not be unreasonably withheld; provided such subletting shall not affect the tax-exempt status of the interest components of the Base. Rental Payments payable by the County hereunder. 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 Payments and Additional Payments required hereunder. Notwithstanding anything to the contrary contained in this Section, the County may sublet any portion of Project Phase I that is vacant or subject to tenant leases and options to lease existing as of August 31, 1994 without the written consent of the Corporation; provided such subletting shall not affect the tax-exempt status of the interest components of the Base Rental Payments payable by the County hereunder. 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 Payments and Additional Payments required hereunder. SF2-32639.3 31 SECTION 8. 06. Title to Project. During the term of this Lease, the Corporation shall hold title to the Project and any and all additions which comprise fixtures, repairs, replacements or modifications thereof, except for those fixtures, repairs, replacements or modifications which are added thereto by the County and which may be removed without damaging the Project, and except for any items added to the Project by the County pursuant to Section 4. 04 hereof. This provision shall not operate to the benefit of any insurance company if there is a rental interruption covered by insurance pursuant to Section 5. 03 hereof. Upon the termination or expiration of this Lease (other than as provided in Sections 6. 01 and 7. 01 of this Lease) , title to the Project shall vest in the County. Upon any such termination or expiration, the Corporation shall execute such conveyances, deeds and other documents as may be necessary to effect such vesting of record. SECTION 8 . 07. Tax Covenants. The County and the Corporation will not make any use of the proceeds of the obligations provided herein or any other funds of the County or the Corporation which will cause such obligations to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code. The County and the Corporation will not make any use of the proceeds of the obligations provided herein or any other funds of the County or the Corporation which will cause such obligations to be "federally -guaranteed" -and subject to :inclusion in gross . income for federal -income .,tax- purposes by reason of Section 149 (b) of the Code. To that end, so long as any rental payments are unpaid, the County and the Corporation, with -.respect to such proceeds and such other funds, will comply with all requirements of such Sections 148 and 149 (b) 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. The County further covenants that it will not use or permit the use of the Project by any person not an "exempt person" within the meaning of Section 141(a) of the Code or by an "exempt person" (including the County) in an "unrelated trade or business", in such manner or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. If at any time the County is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on or change in any way the investment of any moneys held by the Trustee or the County or the Corporation under this Lease or the Trust Agreement, the County shall so instruct the Trustee or the appropriate officials of the County in writing, and the Trustee or the appropriate officials of the County, as the case may be, shall take such actions as may be necessary in accordance with such instructions. Sn-32639.3 3'2 In furtherance of the covenants of the County set forth above, the County will comply with 'the Tax Certificate and will instruct the Trustee in writing as necessary to comply with the Tax Certificate. The Trustee and the Corporation may conclusively rely on any such written instructions, and the County hereby agrees to hold harmless the Trustee and the Corporation for any loss, claim, damage, liability or expense incurred by the Corporation for any actions taken by the Corporation in accordance with such instructions. The County and the Corporation shall at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the interest component of the Base Rental Payments will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being excluded from gross income for federal income tax purposes. SECTION 8 . 08. Corporation's Purpose. The Corporation covenants that, prior to the discharge of this Lease, it will not engage in any activities inconsistent with the purposes for which the Corporation is organized, as set forth in the Corporation's Articles of Incorporation, as filed in the office of the Secretary of State of the State of California and in effect on the date of this Lease. SECTION 8. 09. Purpose of Lease. 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 _the Project for public purposes and for the purposes for which the Project facilities are customarily used, (b) it will not vacate or abandon the Project or any part thereof, and (c) it will not .make any . use of the Demised Premises and the Project which would jeopardize in any way the insurance coverage required to be maintained pursuant to Article V hereof. ARTICLE IX DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF THE PROJECT SECTION 9 . 01. Disclaimer of Warranties. THE CORPORATION MAKES NO AGREEMENT, WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT, OR WARRANTY WITH RESPECT THERETO. THE COUNTY ACKNOWLEDGES THAT THE CORPORATION IS NOT A MANUFACTURER OF THE PROJECT OR A DEALER THEREIN, THAT THE COUNTY LEASES THE PROJECT AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE COUNTY. In no event shall the Corporation be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Lease or the existence, furnishing, functioning or the County's use of any item or products or services provided for in this Lease. SF2-32639.3 33 SECTION 9 .02 . Vendor's Warranties. The Corporation hereby irrevocably appoints the County its agent and attorney-in-fact during the term of this Lease, so long as the County shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Project, which the Corporation may have against the manufacturers, vendors and contractors of the Project. The County's sole remedy for the breach of such warranty, indemnification or representation shall be against the manufacturer or vendor or contractor of the Project, and not against the Corporation, nor shall such matter have any effect whatsoever on the rights and obligations of the Corporation with respect to this Lease, including the right to receive full and timely payments hereunder. The County expressly acknowledges that the Corporation makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the manufacturer, vendor or contractor. SECTION 9. 03 . Use of the Project. The County will not install, use, operate or maintain the Project improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease. The County shall provide all permits and licenses, if any, necessary. for the installation and operation of the Project. In addition, the County agrees to comply in all respects (including, -without limitation, with respect to the use, maintenance and operation of the Project) with all laws of the jurisdictions in which its operations may.-extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Project; provided, however, that the County may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Corporation, adversely affect the estate of the Corporation in and to the Project or its interest or rights under this Lease. ARTICLE X MISCELLANEOUS SECTION 10. 01. Law Governing. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. SECTION 10. 02 . Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests, agreements or promises 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 mail, return receipt requested, postage prepaid: SF2-32639.3 34 If to the County: County of Contra Costa c/o Clerk of the Board of Supervisors County Administration Building 651 Pine Street Martinez, California 94553 If to the Corporation: Contra Costa County Public Facilities Corporation c/o County Administrator County Administration Building 651 Pine Street Martinez, California 94553 If to the Trustee: Meridian Trust Company of California 650 California Street, 8th Floor San Francisco, California 94108 Attention: Corporate Trust or to such other addresses as the respective parties may from time to time designate by notice in writing. A copy of any such notice or other document herein referred to shall also be delivered to the Trustee. SECTION 10. 03 . Validity and Severability. If for any reason this Lease shall be held by a -court of competent jurisdiction to be void, voidable, or unenforceable by the Corporation or by the County, or 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 under which the rentals are to be paid by the County annually in consideration of the right of the County to possess, occupy and use the Demised Premises and the Project, and all of the rental and other terms, provisions and conditions of this Lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SECTION 10. 04 . Net-Net-Net Lease. This Lease shall be deemed and construed to be a "net-net-net lease" and the County hereby agrees that the rentals provided for herein shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever. SECTION 10. 05. Taxes. The County shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Corporation or affecting the Project and the Demised Premises or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the County shall be obligated to pay only such installments as are required to be paid during the term of this Lease as and when the same become due. SF2-32639.3 35 The County shall also pay directly 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 prof-its and stamp taxes) , levies, imposts, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever, together with any additions to tax, penalties, fines or interest thereon, including, without limitation, penalties, fines or interest arising out of any delay or failure by the County to pay any of the foregoing or failure to file or furnish to the Corporation or the Trustee for filing in a timely manner any returns, hereinafter levied or imposed against the Corporation or the Project, the rentals and other payments required hereunder or any parts thereof or interests of the County or the Corporation or the Trustee therein by any governmental authority. The County may, at the County's expense and in its name, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation or the Trustee shall notify the County that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Corporation in the Project and the Demised Premises will be materially endangered or the Project andthe Demised Premises, or any .part, thereof, . will be . . -.subject to loss or forfeiture, in which event the- County shall -promptly pay such taxes, assessments or charges or provide the Corporation with fullsecurityagainst any loss which may result from nonpayment, in form satisfactory to the. corporation, and the Trustee. SECTION 10. 06. 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 10.07 . Amendment or Termination. The Corporation and the County may at any time agree to the amendment or termination of this Lease; provided, however, that the Corporation and the County agree and recognize that this Lease is entered into in accordance with the terms of the Trust Agreement, and accordingly, that any such amendment ortermination shall only be made or effected in accordance with and subject to the terms of the Trust Agreement. SECTION 10.08. Execution. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Lease. It is also agreed that separate counterparts of this Lease may separately be executed by the Corporation and the County, all with the same force and effect as though the same counterpart had been executed by both the Corporation and the County. SF2-32639.3 36 SECTION 10. 09 . Termination of Prior Leases. This Lease hereby extinguishes and terminates all prior existing leases with respect to the Demised Premises, including, but not limited to: that certain lease dated December 18, 1990, by and between Duffel Financial and Construction Company, as lessor, and the County, as lessee, as such lease may have been assigned and amended, with respect to the, premises commonly known as 597 Center Avenue; that certain lease dated June 3, 1980, by and between Tenth & Bissell Associates, as lessor, and the County, as lessee, as such lease may have been assigned and amended, of which a Memorandum of Lease dated June 3, 1980, was recorded on June 6, 1980 in the Official Records of Contra Costa County, as Instrument No. 80-69126, with respect to the premises commonly known as 1305 Macdonald Avenue; that certain lease dated March 9, 1993, by and between Robert Cass, Inc. , dba Douglas Associates, . as lessor, and the County, as lessee, as such lease may have been assigned and amended,- of which a Memorandum of Lease dated April 27, 1994, was recorded on May 16, 1994 in the Official Records of Contra Costa County, as Instrument No. 94-134268, with respect to the premises commonly known as 151 Linus Pauling Drive; and that certain lease dated January 25, 1994, by and between Nove Investments, as lessor, and the County, as lessee, as such lease may have been assigned and amended, with respect to the premises commonly known as 205 41st' Street. SF2-32639.3 37 IN WITNESS WHEREOF, the Corporation 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. CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, as Lessor B President By- Secretary CO TY OF C COSTA, as Lesse By [SEAL] C it of the Board of Supervisors of the County of Contra Costa, State of California Attest: Philip J. Batchelor, Clerk of the Board of Supervisors and County Administrator J By: aw 0i Deputy Approved as to form" t County Corinsrei SF2-32639.3 38 EXHIBIT A All that real property situated in the State of California, County of Contra Costa, City of Richmond, and described as follows: PARCEL, ONE: LOTS 26 THROUGH 32 INCLUSIVE, BLOCK 139, MAP OF WALL'S ADDIT16R, FILED MARCH 22, 1909, IN MAP BOOK 2, PAGE 300 CONTRA COSTA COUNTY RECORDS PARCEL TWO: A PORTION. OF BLACK 59, AS SHOWN ON THE "AMENDED MAP OF THE CITY OF RICHMOND", FILED MARCH 31, 1905, BOOK D OF MAPS, PAGE 74, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING'ON~THE'%WESTERN LINE OF-SAID BLOCK 59, DISTANT THEREON NORTH 10 05' 58" EAST 6.00 FEET ,FROM:.THE:.SOUTHWEST"CORNER 'OF SAID BLOCK;.-THENCE NORTH 1-<,05' 58" EAST, ALONG SAID WESTERN'LINE, .305..00 FEET;_ THENCE ALONG A LINE .DRAWN PARAL.L TO THE SOUTHERN LINE OF SAID BLOCK,-SOUTH 88. 54' 54" EAST 205.00 -FEET TO--THE=WESTERN 'LINE OF PARCEL THREE :DESCRIBID'IN THE=DEED_'FROM-RICHMOND REDEVELOPMENT AGENCY_TO THE CITY OF RICHMOND, RECORDED FEBRUARY 2, 1971 IN BOOK 6308 OF OFFICIAL RECORDS, PAGE 328; THENCE ;:.UNG SAID LINE, SOUTH 1. OS' 58" WEST 292.00 FEET AND ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 13.00 FEET, THROUGH A CENTRAL ANGLE OF 890 59' 08", AN ARC DISTANCE OF 20.42 FEET; THENCE ALONG A LINE DRAWN PARALLEL TO AND 6.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM.THE SOUTHERN DINE OF SAID BLACK 59, NORTH 880 54' 54" WEST 192.00 FEET TO THE'POINT-OF BEGINNING. SF2-325983 A-1 All that real property situated in the State of California, County of Contra Costa, City of Martinez, and described as follows: PARCEL ONE: PARCEL "C", MAP OF SUBDMSION MS 551-85, FILED AUGUST 15, 1985, BOOR 117 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS, AS AMENDED EY THAT CERTAIN CERTIFICATE OF CORRECTION RECORDED MARCH 17, 1986, BOOK 12786, PAGE 468, OFFICIAL RECORDS. PARCEL TKOz RIGHT OF- WAY CREATED IN REFERENCE TO PARCEL ONE ABOVE IN THE DEED FROM DUFFEi, FINANCIAL AND CONSTRUCTION COMPANY TO CALIFORNIA COUNTIES =::SE FINANCING AUTHORITY, DATED SEPTEMBER 29, 1989 AND RECORDED OCTOBER 2, 1989, BOOK 15385, PAGE 560, OFFICIAL RECORDS, AS FOLLOWS: AN EASEIb= (NOT TO BE EXCLUSIVE) AS AN APPURTENANCE TO PARCEL ONE ABOVE FOR PRIVATE ACCESS AND PARKING OVER THAT PORTION OF PARCEL "B", MAP OF SUBDIVISION MS 551-85, FILED AUGUST 15, 1985, BOOK 117 OF PARCEL MAPS; PAGE 36, CONTRA COSTA COUNTY RECORDS, LYING WITHIN, THE AREA DESIGNATED AS "PRIVATE ACCESS AND PARKING EASEMENT" ON SAID PARCEL MAP. PARCEL THREE: ALL RIGHT, TITLE AND INTEREST, INMUDING EASEMENTS, APPURTENANT TO PAROL ONE ABOVE CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MUZRWOOD MARTINEZ COMPLEX, DATED OCTOBER 9, 1985 AND RECORDED JUNE 19, 1986, BOOK 12949, PAGE 20, OFFICIAL RECORDS (THE,"DECLARATION-) IN AND TO THOSE PORTIONS OF THE COMMON AREA (AS DEFINED IN THE DECLARATION) LOCATED ON PARCELS "A" AND "B" (117 PM 36) . Srz-32599-3 A42 All that real property situated in the State of California, County of Contra Costa, City of Hercules, and described as follows: PARCEL ONE: BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 6 AS SAID LOT IS SHOWN ON THE MAP OF SUBDIVISION 6212 WHICH WAS FILED IN BOOK 281 OF MAPS, PAGES 30 THROUGH 36, ON AUGUST 20, 1984 IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUN'T'Y; THENCE, LEAVING SAID CORNER ALONG THE SOUTHWEST SIDE OF SAID LOT 6 AND CONTINUING ALONG THE SOUTHWEST SIDE OF IAT 5 AS SHOWN ON SAID SUBDIVISION 6212, SOUTH 370 47' 00" EAST (THE BEARING SOUTH 370 47' 00" EAST BEING SHOWN ON SAID SUBDIVISION 6212) 408.00 FEET; THENCE, LEAVING SAID SOUTHWEST LINE, NORTH 520. 13' 00" EAST, 442.44 FEET TO THE NORTHEASTERLY LINE OF SAID IAT 5 LYING ALSO ON THE SOUTHWESTERLY LINE OF LINUS PAULING DRIVE AS SHOWN ON SAID SUBDIVISION 6212; THENCE, ALONG THE SAID SOUTHWEST SIDE OF S;.LID LINUS PAULING DRIVE, ALONG A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 1040.00 FEET AND A.CENTRAL ANGLE OF 40 37' 35" THE CENTER OF WHICH BEARS NORTH 330 13' 10" EAST, AN ARC DISTANCE OF 83.98 FEET TO A POINT OF COMPOUND CURVE; THENCE, ALONG A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 300.00 FEET AND A CENTRAL ANGLE OF 80 25' 57", AN ARC DISTANCE OF 44.15 FEET; THENCE, TANGENT TO SAID CURVE, NORTH 43. 43' 181 WEST, 108.52 FEET; THENCE, ALONG A TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 1032.00 FEET AND A CENTRAL ANGLE OF 50 18' 480, AN ARC DISTANCE OF 95.70 FEET; THENCE, TANGENT TO SAID CURVE, NORTH 380 24' 30" WEST, 85.00 FEET; THENCE, LEAVING SAID SOUTHWEST LINE ALONG THE NORTHWEST LINE OF SAID LOT 6 (281 M 30) , SOUTH 510 35' 30" WEST, 392.95 FEET TO THE NORTHWESTERLY CORNER OF SAID LOT 6 BEING THE TRUE POINT OF BEGINNING OF THE HEREINABOVE DESCRIBED PARCEL OF LAND. EXCEPTING FROM PARCEL ONE THE FOLLOWING: 1. MINERAL RESERVATION CONTAINED IN THE DEED FROM HERCULES POWDER COMPANY, A CORPORATION, TO SIGNAL OIL APED GAS COMPANY, A CORPORATION, DATED.MAY 28, 1965, RECORDED JUNE 2, 1965, IN BOOK 4880, PAGE 541, OFFICIAL RECORDS, AS -FOLLOWS: "EXCEPTING AND RESERVING UNTO GRANTOR, ITS SUCCESSORS AND ASSIGNS, AN UNDIVIDED TWENTY-FIVE PERCENT (25t) OF ALL OIL, GAS AND OTHER' HYDROCARBONS APED ANY OTHER MINERALS OR MINERAL RIGHTS, WHETHER OR NOT SIMILAR -TO THOSE HEREIN MENTIONED, UNDERLYING THAT PORTION OF THE LAND DESCRIBED ABOVE SITUATED BELOW THE SURFACE THEREOF, SPECIFICALLY INCLUDING THE RIGHT TO EXPLORE, DRILL FOR, PRODUCE, EXTRACT, TREAT, REMOVE AND MARKET OIL, GAS AND OTHER HYDROCARBONS_ AND MINERALS THEREFROM, BUT WITHOUT ANY RIGHT TO ENTER UPON OR TO UTILIZE THE SURFACE OF THE LAND DESCRIBED ABOVE FOR ANY SUCH PURPOSES." 2. THE FOLLOWING, AS RESERVED IN THE DEED FROM AMINOIL HOLDINGS, INC. , A CORPORATION, TO HERCULES PROPERTIES, LTD., A CALIFORNIA LIMITED PARTNERSHIP, RECORDED AUGUST 15, 1979, BOOK 9487, PAGE 496, INSTRUMENT NO. 79-114702: "ALSO EXCEPTING AND RESERVING TO THE GRANTOR HEREIN THE REMAINING 75t OF 1001 OF THE OIL, GAS AND OTHER HYDROCARBONS FROM PARCELS ONE AND TWO, TOGETHER WITH THE RIGHT TO EXPLORE, DRILL FOR, USING SLANT DRILLING METHODS., PASS IN, UNDER OR THROUGH SAID LAND, PRODUCE, EXTRACT, TREAT, REMOVE, MARKET OIL, GAS AND OTHER HYDROCARBONS, BUT WITHOUT ANY RIGHT TO ENTER UPON OR TO UTILIZE THE SURFACE OF THE LAND DESCRIBED FOR ANY SUCH PURPOSES". PARCEL TWO: A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF A PEDESTRIAN AND VEHICULAR ROADWAY AND WALKWAY FOR GENERAL PUBLIC ACCESS, INCLUDING, BUT NOT LIMITED TO, ACCESS BY HEAVY TRUCKS, AS CONVEYED IN THE EASEMENT GRANT DEED FROM HERCULES PROPERTIES, LTD. , A LIMITED PARTNERSHIP, TO BIO-RAD LABORATORIES, INC. , RECORDED JULY 13, 1963, BOOK 11338, A-3 PAGE 74, OFFICIAL RECORDS, DESCRIBED AS .FOLLOWS: BEGINNING AT THE NORTIEEAS72RLY CORNER OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57-LSM-27; THENCE NORTH 37* 46' 59* WEST, 2639.34 FEET ALONG THE NORTHERLY LINE OF SAID RECORD OF SURVEY; THENCE SOUTH 4.9* 30' 00- WEST, 500.52 FEET ALONG THE EASTERLY LINE OF PARCEL 1, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 46-PM-7, TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG THE LAST MENTIONED LINE SOUTH 490 30' 00" WEST, 91.42 FEET; THENCE NORTH 400 30' 001 WEST, 70.00 FEET; THENCE ALONG AN ARC OF A 52.00 FEET RADIUS NON-TANGENT CURVE CONCAVE WESTERLY HAVING A CHORD THAT BEARS NORTH 100 04' 44- EAST, A DISTANCE OF 66.04 FEET TO A POINT OF REVERSE CURVE; THENCE ALONG AN ARC OF A 400 FEET RADIUS REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A CHORD THAT BEARS NORTH 190 05' 07" WEST; THENCE SOUTH 370 461 591 FAST, 1018.85 FEET TO THE TRUE POINT OF BEGINNING. PARCEL TERSE: A NON-EXCLUSIVE EASEMENT FOR THE PURPOSES OF GRADING, SLOPING, FILLING AND CUTTING, AND ALSO INCIDENTAL RIGHTS OF ACCESS FOR CONSTRUCTION OF THE EASEMENT AND MAINTENANCE, REPAIR AND REPLACEMENT OF THE EASEMENT, AS CONVEYED IN THE EASEMENT GRANT DEED FROM HERCULES PROPERTIES, LTD., A LIMITED. PARTNERSHIP, TO BIO-RAD LABORATORIES, INC., RECORDED JULY 13, 1983, BOOK 11338, PAGE 82, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57-LSM-27; THENCE NORTH 370 -461 59' WEST, 2639.34 FEET ALONG THE NORTHERLY LINE OF SAID RECORDOF. SURVEY; THENCE SOUTH 490 301 001 WEST, 500.52 FEET ALONG THE EASTERLY LINE OF PARCEL 1, AS'SHOWN ON THAT CERTAIN PARCEL MAP FILED IN BOOK 48-PM-7; THENCE NORTH 37- 46' 59" WEST, 221.04 FEET TO THE TRUE POINT OF 'BEGINNING; 'THLNCE NORTH 890 07' 24" WEST, 75.79 THENCE NORTH 470 541 27* WEST, 148.37' FEET; 'THENCE NORTH 210 OS' 00' WEST, 122.72 F THENCE NORTH 37* 461 S90 WEST, 313.01 F THENCE NORTH 040 05' 359 WEST, 90*.14 FEET; THENCE SOUTH 370 461 S90 PAST, 698.96 FEET TO THE TRUE POINT OF BEGINNING. PARCEL FOURt A NON-EXCLUSIVE EASEMENT FOR SEWER PURPOSES, AS CONVEYED IN THE EASEMENT GRANT DEED FROM HERCULES PROPERTIES, LTD., A LIMITED PARTNERSHIP, To BIO-RAD LABORATORIES, INC., RECORDED JULY 13, 1983, BOOK 11338, PAGE 90, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57-LSM-27; THENCE NORTH 370 46' .59" WEST, 2639.34 FEET ALONG THE NORTHERLY LINE OF SAID RECORD OF SURVEY TO THE EASTERLY LINE OF PARCEL I OF THAT CERTAIN PARCEL MAP FILED IN BOOK 48-PM-7; THENCE ALONG SAID EASTERLY, LINE SOUTH 49c 30" 00" WEST, 500.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ON SAID EASTERLY LIKE SOUTH 4.9- 30' 00' WEST 999.48 FEET TO THE NORTHERLY LIKE OF SAID PARCEL MAP; THENCE SOUTH 40- •30' 001 EAST, ALONG THE EASTERLY LINE OF PARCEL 3 OF PARCEL MAP 82-PM-5, FILED OCTOBER 15, 1979, 200 FEET TO A. POINT ON THE NORTHERLY BOUNDARY LINE OF THE LANDS OF CITY OF HERCULES (SEWER TREATMENT PLANT) , BOOK 6802, OFFICIAL RECORDS, PAGE 59; THENCE SOUTH 490 30' EMT, 50 FEET; THENCE NORTH 400 30' WEST, 250 FEET; THENCE NORTH 490 30' 00" EAST, 1051.85 FEET; THENCE SOUTH 37* 46' 59" WEST, 50.06 FEET TO THE TRUE POINT OF BEGINNING. PARCEL FIVE: A NON-EXCLUSIVE EASEMENT FOR THE -PURPOSE OF ACCESS TO THE CITY OF HERCULES' SEWAGE TREATMENT PLANT By FOOT AND VEHICLE, INCLUDING, BUT NOT LIMITED To, HEAVY TRUCKS AND CONSTRUCTION EQUIPMENT, AS CONVEYED IN THE EASEMENT GRANT DEED FROM HERCULES PROPERTIES, LTD., A LIMITED PARTNERSHIP, TO BIO-RAD LABORATORIES, INC., RECORDED JULY 13, 1983, BOOK 11338, PAGE 98, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: A-4 BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57-LSM-27; THENCE NORTH 370 46' 59" WEST, 2639.34 FEET ALONG THE NORTHERLY LINE OF SAID RECORD OF SURVEY TO THE EASTERLY LINE OF PARCEL i OF THAT CERTAIN PARCEL MAP FILED IN BOOK 48-PM-7; THENCE ALONG SAID EASTERLY LINE SOUTH 49' 30' 00" WEST, 500.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ON SAID EASTERLY LINE SOUTH 490 30' 00" WEST, 999.48 FEET TO THE NORTHERLY LINE OF SAID PARCEL MAP; THENCE SOUTH 40° 30' 00" EAST, ALONG THE EASTERLY LINE OF PARCEL 3 OF. PARCEL MAP 82-PM-5, FILED OCTOBER 15, 1979, 200 FEET TO A POINT ON THE NORTHERLY BOUNDARY LINE OF THE LANDS OF CITY OF HERCULES (SEWER TREATMENT PLANT) , BOOK 8802, OFFICIAL RECORDS, PAGE 59; THENCE SOUTH 490 30' EAST, 50 FEET; THENCE NORTH 400 30' WEST, 250 FEET; THENCE NORTH 490 30' 00" EAST, 1051.85 FEET; THENCE SOUTH 37' 46' 59" WEST, 50.06 FEET TO THE TRUE POINT OF BEGINNING. PARCEL SIXt A NON-EXCLUSIVE EASEMENT FOR GRADING, SLOPING, FILLING AND CUTTING PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS, AS CONVEYED IN THE EASEMENT GRANT DEED AND AGREEMENT FROM GELSAR, INC., A CALIFORNIA CORPORATION, TO BIO-RAD LABORATORIES, INC., A DELAWARE CORPORATION, RECORDED JUNE 27, 1984, BOOK 11854, PAGE 970, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHERLY LINE OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57 OF L.S.M., AT PAGE 27, SAID POINT OF BEGINNING BEARS NORTH 370 46' 59" WEST, 220.44 FEET FROM THE NORTHEASTERLY CORNER OF SAID RECORD OF SURVEY; THENCE FROM SAID POINT OF BEGINNING ALONG AN ARC OF A 1080 FEET RADIUS NON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A CHORD..THAT BEARS NORTH 480 52' 44" WEST, A DISTANCE OF 415.69 FEET; THENCE NORTH 520 13' 01" EAST, 10.00 FEET;_THENCE NORTH 370 46' 59" WEST, 14.77 FEET;THENCE ALONG AN ARC OF A 430 -FEET RADIUS NON-TANGENT CURVE CONCAVE SOUTHERLY HAVING A CHORD THAT BEARS NORTH 450 59' 53" WEST, .A DISTANCE OF 122.88 FEET; THENCE -NORTH 35. 47"130 -EAST, 20:00 •FEET; THENCE ALONG 'AN ARC OF A 4501FEET RADIUS NON-TANGENT CURVE CONCAVE SOUTHERLY HAVING A'CHORD.'THAT`BEARS'SOUTH 45° 59' 53"" EAST, A DISTANCE OF 128.60 FEET; THENCE SOUTH 370 46' 59" EAST, 14.77 FEET; THENCE ALONG THE ARC OF A 1050 FEET RADIUS TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A CHORD THAT BEARS SOUTH 46° 39' 34" EAST, A DISTANCE OF 324.04 n TO THE NORTHERLY LINE OF THE AFOREMENTIONED RECORD OF SURVEY; THENCE ALONG SAID NORTHERLY LINE SOUTH 37° 46' 59" EAST, 87.77 FEET TO THE POINT OF BEGINNING. PARCEL SEPENt A NON-EXCLUSIVE EASEMENT FOR GRADING, SLOPING, FILLING AND CUTTING PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS, AS CONVEYED IN THE EASEMENT GRANT DEED AND AGREEMENT FROM GELSAR, INC., A .CALIFORNIA CORPORATION, TO BIO-RAD LABORATORIES, INC., A DELAWARE CORPORATION, RECORDED JUNE 27, 1984, BOOK 11854, PAGE 983, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHERLY BOUNDARY OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57 OF L.S.M., AT PAGE 27, SAID POINT OF BEGINNING BEARS NORTH 370 46' 59" WEST, 954.48 FEET FROM THE NORTHEASTERLY CORNER OF SAID RECORD OF SURVEY; THENCE FROM SAID POINT OF BEGINNING ALONG A NON-TANGENT 52.00 FEET RADIUS CURVE CONCAVE TO THE NORTHWEST HAVING A CHORD THAT BEARS SOUTH 680 53' 22" WEST, A DISTANCE OF 61.96 FEET; THENCE NORTH 740 32' 36" WEST, 20.00 FEET; THENCE NORTH 150 27' 34" EAST, 32.85 FEET; THENCE NORTH 374" 46' 59" WEST, 501.39 FEET; THENCE NORTH 460 02' 33" WEST, 313.25 FEET; THENCE NORTH 260 28' 23' WEST, 254.95 FEET; THENCE NORTH 070 13' 01" EAST, 56.57 FEET TO THE NORTHERLY LINE OF THE AFORENENTIONED RECORD OF SURVEY; THENCE ALONG SAID NORTHERLY LINE SOUTH 37- 46' 59" EAST, 1154.86 FEET TO THE POINT OF BEGINNING. A-5 PARCEL EIGHT: A NON-EXCLUSIVE EASEMENT FOR SEWER PURPOSES, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS, AS CONVEYED IN THE EASEMENT GRANT DEED-AND AGREEMENT FROM GELSAR, INC. , A CALIFORNIA CORPORATION, TO BIO-RAD LABORATORIES, INC. , A DELAWARE CORPORATION, RECORDED JUNE 27, 1984, BOOK 11855, PAGE 11, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BA) A 25-FOOT VIDE STRIP OF LAND, MEASURED 12.50 FEET AT RIGHT ANGLES TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE NORTHERLY LINE OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57 OF L.S.M., AT PAGE 27, SAID POINT OF BEGINNING BEARS NORTH 37.- 46' 59" WEST, 908.61 FEET FROM THE NORTHEASTERLY CORNER OF SAID RECORD OF SURVEY; THENCE FROM SAID POI'icr OF BEGINNING SOUTH 240 15' 00" WEST, 8/5.07 FEET; THENCE NORTH 66- 04' 42" WEST, 1177.31 FEET; THENCE.ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 900.00 FEET, THROUGH A CENTRAL ANGLE OF 25- 34' 43 , AN ARC DISTANCE OF 401.79 FEET TO A POINT HEREIN DESIGNATED AS POINT "A". 8B) A 62.50 FOOT WIDE STRIP OF LAND MEASURED 12.50 FEET NORTHEASTERLY AND AT RIGHT ANGLES TO, AND 50 FEET SOUTHWESTERLY AND AT RIGHT ANGLES TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT POINT "A" REFERRED TO IN PARCEL 8A; THENCE NORTH 400 30' 00" WEST, 651.56 FEET AND TERMINATING AT THE EASTERLY LINE OF PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED IN BOOK 48 PM, AT PAGE 7. PARCEL NINE: A NON-EXCLUSIVE EASEMENT FOR ACCESS TO THE CITY OF HERCULES SEWER TREATMENT PLANT BY FOOT AND VEHICLE, INCLUDING BUT :NOT- LIMITED TO HEAVY"TRUCKS AND CONSTRUCTION EQUIPMENT, AS CONVEYED IN THE EASEMENT GRANT DEED AND AGREEMENT FROM GELSAR, INC., A CALIFORNIA CORPORATION, TO BIO-RAD LABORATORIES, INC. , A DELAWARE CORPORATION, RECORDED JUNE 27, 1984, BOOK 11855, PAGE 23, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: A STRIP OF LAND 40 FEET IN WIDTfi, THE CENTERLINE BEING DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EASTERLY LINE.OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57 L.S.M., AT PAGE 27, FROM WHERE THE NORTHEAST CORNER OF SAID RECORD OF SURVEY BEARS THE FOLLOWING TWO COURSES: 1) ALONG THE EASTERLY LINE OF SAID RECORD OF SURVEY ON AN ARC OF A 949.57 FEET CURVE CONCAVE WESTERLY, HAVING A CHORD THAT BEARS NORTH 11- 25' 13" EAST, A DISTANCE OF 233.7.' FEET; AND 2) NORTH 040 21' 01" EAST., 195.93 FEET TO THE NORTHEAST CORNER OF SAID RECORD OF SURVEY; THENCE FROM SAID POINT OF BEGINNING THE FOLLOWING SIX COURSES: 1) SOUTH 79- 32' 54" WEST, 206.02 FEET; THENCE 2) SOUTH 070 40' 44" WEST, 186.51 FEET; THENCE 3) SOUTH 27- 24' 09" WEST, 171.55 FEET; THENCE 4) NORTH 570 25' 00" WEST, 445.00 FEET; THENCE 5) NORTH 540 22' 31" WEST, 1663.83 FEET; THENCE 6) NORTH 600 06' 52" WEST, 204.21 , FEET TO THE EASTERLY LINE OF THAT CERTAIN PARCEL MAP FILED IN BOOK 48 OF PARCEL MAPS, AT PAGE 7. PARCEL TEN: A NON-EXCLUSIVE EASEMENT FOR A PEDESTRIAN AND VEHICULAR ROADWAY AND WALKWAY FOR GENERAL PUBLIC ACCESS AND LANDSCAPING AND UTILITIES, AS CONVEYED IN THE EASEMENT GRANT DEED ANN AGREEMENT FROM GELSAR, INC., A CALIFORNIA CORPORATION, TO BIO-RAD LABORATORIES, INC. , F. A-6 DELAWARE CORPORATION, RECORDED JUNE 27, 1984., BOOK 11855, PAGE 43, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTHEASTERLY BOUNDARY OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 57 OF L.S.M., AT PAGE 27, SAID POINT OF BEGINNING BEARS NORTH 370 46' 59" WEST 308.20 FEET FROM.-THE NORTHEASTERLY CORNER OF SAID RECORD OF SURVEY; THENCE FROM SAID POINT OF BEGINNING ALONG A NON-TANGENT 1050.00 FEET RADIUS CURVE CONCAVE TO THE NORTHEAST HAVING A CHORD THAT BEARS NORTH 46° 39' 34" WEST, A DISTANCE OF 324.04 FEET; THENCE NORTH 370 46' 59" WEST, 14.77 FEET; THENCE ALONG A 450.00 FEET RADIUS CURVE CONCAVE TO THE SOUTHWEST HAVING A CHORD THAT BEARS NORTH 560 09' 43" WEST, A DISTANCE OF 283.77 FRET; THENCE NORTH 15° 27' 34" EAST, 100.00 FEET; THENCE ALONG A NON-TANGENT 52.00 FEET RADIUS CURVE CONCAVE TO THE NORTHWEST HAVING A CHORD THAT BEARS NORTH 680 53' 32" ZAST, A DISTANCE OF 61.96 FEET ttl SAID NORTHEASTERLY BOUNDARY; 'inl�-rTCE ALONG SAID NORTHEASTERLY BOUNDARY SOUTH 370 46' 59" EAST, 646.28 FEET TO THE POINT OF BEGINNING. A-7 EXHIBIT B • Base Rental Payment Schedules For Project Phases I, II, III and IV Base Rental Total Amount Amount Payment Base Rental Attributable Attributable Dates(1) Pavmcnt To Interest(2) To Principal 1/15/95 $723,717.50 $723,717.50 7/15/95 993,717.50 723,717.50 $270,000.00 1/15/96 716,697.50 716,697.50 7/15/96 1,001,697.50 716,697.50 285,000.00 1/15/97 709,287.50 709,287.50 7/15/97 1,009,287.50 709,287.50 300,000.00 1/15/98 701,487.50 701,487.50 7/15/98 1,016,487.50 701,487.50 315,000.00 1/15/99 693,297.50 693,297.50 7/15/99 1,028,297.50 693,297.50 335,000.00 1/15/00 684,587.50 684,587.50 7/15/00 1,039,587.50 684,58i.o0 355,000.00 1/15/01 675,002.50 675,002.50 7/15/01 1,050,002.50 675,002.50 375,000.00 1/15/02 664,690.00 664,690.00 7/15/02 1,064,690.00 664,690.00 400,000.00 1/15/03 653,490.00 653,490.00 7/15/03 1,073,490.00 653,490.00 420,000.00 1/15/04 641,520.00 641,520.00 7/15/04 1,091,520.00. 641,520.00 450,000.00 1/15/05 628,470.00 628,470.00 7/15/05 1,103,470.00 628,470.00 475,000.00 1/15/06 614,457.50 614,457.50 7/15/06 1,124,457.50 614,457.50 510,000.00 1/15/07 599,157.50 599,157.50 7/15/07 1,144,157.50 599,157.50 545,000.00 1/15/08 582,535.00 582,535.00 7/15/08 1,162,535.00 582,535.00 580,000.00 1/15/09 564,555.00 564,555.00 7/15/09 1,184,555.00 564,555.00 620,000.00 1/15/10 545,180.00 545,180.00 7/15/10 1,210,180.00 545,180.00 665,000.00 1/15/11 524,232.50 524,232.50 7/15/11 1,239,232.50 524,232.50 715,000.00 1/15/12 501,710.00 501,710.00 7/15/12 . 1,266,710.00 501,710.00 765,000.00 1/15/13 477,230.00 477,230.00 7/15/13 1,292,230.00 477,230.00 815,000.00 1/15/14 451,150.00 451,150.00 7/15/14 1,326,150.00 451,150.00 875,000.00 1/15/15 423,150.00 423,150.00 7/15/15 1,358,150.00 423,150.00 935,000.00 1/15/16 392,762.50 392,762.50 7/15/16 1,397,762.50 392,762.50 1,005,000.00 1/15/17 360,100.00 360,100.00 7/15/17 1,435,100.00 360,100.00 1,075,000.00 1/15/18 325,162.50 325,162.50 7/15/18 1,475,162.50 325,162.50 1,150,000.00 1/15/19 287,787.50 287,787.50 7/15/19 1,522,787.50 287,787.50 1,235,000.00 1/15/20 247,650.00 247,650.00 7/15/20 1,567,650.00 247,650.00 1,320,000.00 1/15/21 204,750.00 204,750.00 7/15/21 1,619,750.00 204,750.00 1,415,000.00 1/15/22 158,762.50 158,762.50 7/15/22 1,678,762.50 158,762.50 1,520,000.00 1/15/23 109,362.50 109,362.50 7/15/23 1,734,362.50 109,362.50 1,625,000.00 1/15/24 56,550.00 56,550.00 7/15/24 1,796,550.00 56,550.00 1,740,000.00 (1)Due date is the first day of the following month (2)A total of$120,619.58 of accrued interest will be applied toward payment of the 1/15/95 interest payment,and$722,932.74 of additional interest payable on or before 1/15/96 has been capitalized. B-1 Base Rental Payment Schedules For Project Phase I Base Rental Total Amount Amount Payment Base Rental Attributable Attributable Dates(1) Pavment To Interest To Principal 1/15/95 $200,410.00 $200,410.00 7/15/95 275,410.00 200,410.00 $75,000.00 1/15/96 198,460.00 198,460.00 7/15/96 278,460.00 198,460.00 80,000.00 1/15/97 196,380.00 196,3 80.00 7/15/97 281,380.00 196,380.00 85,000.00 1/15/98 194,170.00 194,170.00 7/15/98 284,170.00 194,170.00 90,000.00 1/IS/99 191,8 30.00 191,8 30.00 7/15/99 281,830.00 191,830.00 90,000.00 1/15/00 189,490.00 189,490.00 7/15/00 289,490.00 189,490.U0 100,000.00 1/15/01 186,790.00 186,790.00 7/15/01 291,790.00 186,790.00 105,000.00 1/15/02 183,902.50 183,902.50 7/15/02 298,902.50 183,902.50 115,000.00 1/15/03 180,682.50 180,682.50 7/15/03 295,682.50 180;682.50 115,000.00 1/15/04 177,405.0 0 177,405.00 7/15/04 297,405.00 177,405.00 120,000.00 1/15/05 173,925.00 173,92 5.00 7/15/05 303,925.00 173,925.00 130,000.00 1/15/06 170,090.00 170,090.00 7/15/06 310,090.00 170,090.00 140,000.00 1/15/07 165,890.00 165,890.00 7/15/07 320,890.00 165,890.00 155,000.00 1/15/08 161,162.50 161,162.50 7/15/08 321,162.50 161,162.50 160,000.00 1/15/09 156,202.50 156,202.50 7/15/09 326,202.50 156,202.50 170,000.00 1/IS/10 150,890.00 150,890.00 7/15/10 335,890.00 150,890.00 185,000.00 1/15/11 145,062.50 145,062.50 7/15/11 340,062.50 145,062.50 195,000.00 1/15/12 138,920.00 138,920.00 7/15/12 348,920.00 138,920.00 210,000.00 1/15/13 132,200.00 132,200.00 7/15/13 362,200.00 132,200.00 230,000.00 1/15/14 124,840.00 124,840.00 7/15/14 369,840.00 124,840.00 245,000.00 1/15/15 117,000.00 117,000.00 7/15/15 382,000.00 117,000.00 265,000.00 1/15/16 108,387.50 108,387.50 7/15/16 388,387.50 108,387.50 280,000.00 1/15/17 99,287.50 99,287.50 7/15/17 399,287.50 99,287.50 300,000.00 1/15/18 89,537.50 89,537.50 7/15/18 409,537.50 89,537.50 320,000.00 1/15/19 79,137.50 79,137.50 7/15/19 419,137.50 79,137.50 340,000.00 1/15/20 68,087.50 68,087.50 7/15/20 433,087.50 68,087.50 365,000.00 1/15/21 56,225.00 56,225.00 7/15/21 451,225.00 56,225.00 395,000.00 1/15/22 43,387.50 43,387.50 7/15/22 468,387.50 43,387.50 425,000.00 1/15/23 29,575.00 29,575.00 7/15/23 479,575.00 29,575.00 450,000.00 1/15/24 14,95 0.00 14,950.00 7/15/24 474,950.00 14,950.00 460,000.00 (1)Due date is the first day of the following month (2)A total of$33,401.67 of accrued interest will be applied toward payment of the 1/15/95 interest payment. B-2 Base Rental Payment Schedules For Project Phase II Base Rental Total Amount Amount Payment Base Rental Attributable Attributable Dates(1) Payment To Interest(2) To Principal 1/15/95 $245,937.50 $245,937.50 7/15/95 335,937.50 245,937.50 $90,000.00 1/15/96 243,597.50 243,597.50 7/15/96 338,597.50 243,597.50 95,000.00 1/15/97 241,127.50 241,127.50 7/15/97 341,127.50 241,127.50 100,000.00 1/15/98 238,527.50 238,527.50 7/15/98 343,527.50 238,527.50 105,000.00 1/15/99 235,797.50 235,797.50 7/15/99 350,797.50 235,797.50 115,000.00 1/15/00 232,807.50 232,807.50 7/15/00 352,807.50 232,807.50 120,000.00 1/15/01 229,567.50 229,567.50 7/15/01 354,567.50 229,567.50 125,000.00 1/15/02 226,130.00 226,130.00 7/15/02 361,130.00 226,130.00 135,000.00 1/15/03 222,350.00 222,350.00 7/15/03 367,350.00 222,350.00 145,000.00 1/15/04 218,217.50 218,217.50 7/15/04 373,217.50 218,217.50 155,000.00 1/15/05 213,722.50 213,722.50 7/15/05 373,722.50 ..213,722.50 160,000.00 1/15/06 2-39,002.50 209,002.50 7/15/06 384,002.50 209,002.50 175,000.00 1/15/07 203,752.50 203,752.50 7/15/07 388,752.50 203,752.50 185,000.00 1/15/08 198,110.00 198,110.00 7/15/08 393,110.00 198,110.00 195,000.00 1/15/09 192,065.00 192,065.00 7/15/09 402,065.00 192,065.00 210,000.00 1/15/10 185,502.50 185,502.50 7/15/10 410,502.50 185,502.50 225,000.00 1/15/11 178,415.00 178,415.00 7/15/11 423,415.00 178,415.00 245,000.00 1/15/12 170,697.50 170,697.50 7/15/12 430,697.50 170,697.50 260,000.00 1/15/13 162,377.50 162,377.50 7/15/13 437,377.50 162,377.50 275,000.00 1/15/14 153,577.50 153,577.50 7/15/14 448,577.50 153,577.50 295,000.00 1/15/15 144,137.50 144,137.50 7/15/15 459,137.50 144,137.50 315,000.00 1/15/16 133,900.00 133,900.00 7/15/16 473,900.00 133,900.00 340,000.00 1/15/17 122,850.00 122,850.00 7/15/17 487,850.00 122,850.00 365,000.00 1/15/18 110,987.50 110,987.50 7/15/18 500,987.50 110,987.50 390,000.00 1/15/19 98,312.50 98,312.50 7/15/19 518,312.50 98,312.50 420,000.00 1/15/20 84,662.50 84,662.50 7/15/20 534,662.50 84,662.50 450,000.00 1/15/21 70,037.50 70,037.50 7/15/21 550,037.50 70,037.50 480,000.00 1/15/22 54,437.50 54,437.50 7/15/22 569,437.50 54,437.50 515,000.00 1/15/23 37,700.00 37,700.00 7/15/23 587,700.00 37,700.00 550,000.00 1/15/24 19,825.00 19,825.00 7/15/24 629,825.00 19,825.00 610,000.00 (1)Due date is the first day of the following month (2)A total of$40,989.58 of accrued interest will be applied toward payment of the 1/15/95 interest payment,and$532,084.59 of additional interest payable on or before 1/15/96 has been capitalized. B-3 Base Rental Payment Schedules For Project Phase III Base Rental Total Amount Amount Payment Base Rental Attributable Attributable Dates(1) PaNmtent To Interest(2) To Principal 1/15/95 $248,991.25 $248,991.25 7/15/95 343,991.25 248,991,25 $95,000.00 1/15/96 246,521.25 246,521.25 7/15/96 346,521.25 246,521.25 100,000.00 1/15/97 243,921.25 243,921.25 7/15/97 348,921.25 243,921.25 105,000.00 1/15/98 241,191.25 241,191.25 7/15/98 351,191.25 241,191.25 110,000.00 1/15/99 238,331.25 238,331.25 7/15/99 353,331.25 238,331.25 115,000.00 1/15/00 235,341.25 235,341.25 7/15/00 355,341.25 235,341.25 120,000.00 1/15/01 232,101.25 232,101.25 7/15/01 362,101.25 232,101.25 130,000.00 1/15/02 228,526.25 228,526.25 7/15/02 363,526.25 228,526.25 135,000.00 1/15/03 224,746.25 224,746.25 7/15/03 369,746.25 224,746.25 145,000.00 1/15/04 220,613.75 220,613.75 7/15/04 375,613.75 220,613.75 155,000.00 1/15/05 216,118.75 216,118.75 7/15/05 381,118.75 216,118.75 165,000.00 1/15/06 211,251.25 211,251.25 7/15/06 386,251.25 211,251.25 175,000.00 1/15/07 206,001.25 206,001.25 7/15/07 391,001.25 206,001.25 185,000.00 1/15/08 200,358.75 200,358.75 7/15/08 400,358.75 200,358.75 200,000.00 1/15/09 194,158.75 194,158.75 7/15/09 409,158.75 194,158.75 215,000.00 1/15/10 187,440.00 187,440.00 7/15/10 417,440.00 187,440.00 230,000.00 1%15/11 180,195.00 180,195.00 7/15/11 425,195.00 180,195.00 245,000.00 1/15/12 172,477.50 172,477.50 7/15/12 437,477.50 172,477.50 265,000.00 1/15/13 163,997.50 163,997.50 7/15/13 443,997.50 163,997.50 280,000.00 1/15/14 155,037.50 155,037.50 7/15/14 455,037.50 155,037.50 300,000.00 1/15/15 145,437.50 145,437.50 7/15/15 465,437.50 145,437.50 320,000.00 1/15/16 135,037.50 135,037.50 7/15/16 480,037.50 135,037.50 345,000.00 1/15/17 123,825.00 123,825.00 7/15/17 493,825.00 123,825.00 370,000.00 1/15/18 111,800.00 111,800.00 7/15/18 506,800.00 111,800.00 395,000.00 1/15/19 98,962.50 98,962.50 7/15/19 523,962.50 98,962.50 425,000.00 1/15/20 85,150.00 85,150.00 7/15/20 540,150.00 85,150.00 455,000.00 1/15/21 70,362.50 70,362.50 7/15/21 555,362.50 70,362.50 485,000.00 1/15/22 54,600.00 54,600.00 7/15/22 574,600.00 54,600.00 520,000.00 1/15/23 37,700.00 37,700.00 7/15/23 597,700.00 37,700.00 560,000.00 1/15/24 19,500.00 19,500.00 7/15/24 619,500.00 19,500.00 600,000.00 (1)Due date is the first day of the following month (2)A total of$41,498.54 of accrued interest will be applied toward payment of the 1/15/95 interest payment,and 5174,293.88 of additional interest payable on 1/15/95 has been capitalized. B-4 Base Rental Payment Schedules For Project Phase.IV Base Rental Total Amount Amount Payment Base Rental Attributable Attributable Dates(1) Payment To Interest(2) To Principal 1/15/95 $28,378.75 $28,378.75 7/15/95 38,378.75 28,378.75 $10,000.00 1/15/96 28,118.75 28,118.75 7/15/96 38,118.75 28,118.75 10,000.00 1/15/97 27,858.75 27,858.75 7/15/97 37,858.75 27,858.75 10,000.00 1/15/98 27,598.75 27,598.75 7/15/98 37,598.75 27,598.75 10,000.00 1/15/99 27,338.75 27,338.75 7/15/99 42,338.75 27,338.75 15,000.00 1/15/00 26,948.75 26,948.75 7/15/00 41,948.75 26,948.75 15,000.00 1/15/01 26,543.75 26,543.75 7/15/01 41,543.75 26,543.75 15,000.00 1/15/02 26,131.25 26,131.25 7/15/02 41,131.25 26,131.25 15,000.00 1/15/03 25,711.25 25,711.25 7/15/03 40,711.25 25,711.25 15,000.00 1/15/04 25,283.75 25,283.75 7/15/04 45,283.75 25,283.75 20,000.00 1/15/05 24,703.75 24,703.75 7/15/05 44,703.75 24,703.75 20,000.00 1/15/06 24,113.75 24,113.75 7/15/06 44,113.75 24,113.75 20,000.00 1/15/07 23,513.75 23,513.75 7/15/07 43,513.75 23,513.75 20,000.00 1/15/08 22,903.75 22,903.75 7/15/08 47,903.75 22,903.75 25,000.00 1/15/09 22,128.75 22,128.75 7/15/09 47,128.75 22,128.75 25,000.00 1/15/10 21,347.50 21,347.50 7/15/10 46,347.50 21,347.50 25,000.00 1/15/11 20,560.00 20,560.00 7/15/11 50,560.00 20,560.00 30,000.00 1/15/12 19,615.00 19,615.00 7/15/12 49,615.00 19,615.00 30,000.00 1/15/13 18,655.00 18,655.00 7/15/13 48,655.00 18,655.00 30,000.00 1/15/14 17,695.00 17,69 5.00 7/15/14 52,695.00 17,695.00 35,000.00 1/15/15 16,575.00 16,575.00 7/15/15 51,575.00 16,575.00 35,000.00 1/15/16 15,437.50 15,437.50 7/15/16 55,437.50 15,437.50 40,000.00 1/15/17 14,137.50 14,137.50 7/15/17 54,137.50 14,137.50 40,000.00 1/15/18 12,837.50 12,837.50 7/15/18 57,837.50 12,837.50 45,000.00 1/15/19 11,375.00 11,375:00 7/15/19 61,375.00 11,375.00 50,000.00 1/15/20 9,750.00 9,750.00 7/15/20 59,750.00 9,750.00 50,000.00 1/15/21 8,125.00 8,125.00 7/15/21 63,125.00 8,125.00 55,000.00 1/15/22 6,337.50 6,337.50 7/15/22 66,337.50 6,337.50 60,000.00 1/15/23 4,387.50 4,387.50 7/15/23 69,387.50 4,387.50 65,000.00 1/15/24 2,275.00 2,275.00 7/15/24 72,275.00 2,275.00 70,000.00 (1)Due date is the first day.of the following month (2)A total of$4,729.79 of accrued interest will be applied toward payment of the 1/15/95 interest payment,and$16,554.27 of additional interest payable on 1/15/95 has been capitalized. B-5 EXHIBIT C PROJECT PHASES I, II, III AND IV FACILITIES Project Phase I Facility Location Muir Station Office Park 597 Center Avenue Building #1 Martinez, CA Project Phase II Facility Location Social Service Building 1305 Macdonald Avenue Richmond, CA Project Phase III Facility Location Social Service Building 151 Linus Pauling Drive Hercules, CA Project Phase IV Facility Location Health Services Building 205 41st Street Richmond, CA SF2-32639.3 C-1 State of California ) ss. County of Contra Costa ) On August 29 , 1994 before me, Roger H. Frost Notary Public, State of California, personally appeared John E. Whalen personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. OFFICIAL NOTARY SEAL ^ ROGER H. FROST Notary Public- C:alHornia A COSTA COUNlICOkIT" WITNESS my hand and official seal. ,, i ivGomm).Expres AFN 3,7C-95 r) . .E'vv-wvti-v^v^v+av^:r^�-v-v-a•^v-v�r-v� Signature (Seal) 1� State of California ) ss. County of Contra Costa ) On August 29 1994 before me, Roger H. Frost Notary Public, State of California, personally appeared Linton L. Emerson, Jr. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. OFFICIAL.NOTARY SEAL 'F S� ROGER H.FROST NctaryPublic ,, —California (•�4} M:' CONTRA COSTA COUNTY WITNESS my hand and official seal. hyComm.Expires APR 23,1,W5 Signature . `' ' �. 2�' (Seal)