HomeMy WebLinkAboutMINUTES - 02062001 - SD.3 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA
RESOLUTION NO. 2001/47
RESOLUTION APPROVING THE ISSUANCE BY THE COUNTY OF
CONTRA COSTA PUBLIC FINANCING AUTHORITY OF ADDITIONAL NOT
TO EXCEED $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF LEASE
REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2001 SERIES B FOR
THE FINANCING OF THE MARTINEZ HEALTH CENTER, AUTHORIZING
THE FORMS OF AND DIRECTING THE EXECUTION AND DELIVERY OF A
SECOND SUPPLEMENTAL TRUST AGREEMENT, A SECOND
AMENDMENT TO FACILITY LEASE, A SECOND AMENDMENT TO
MASTER SITE LEASE, AND A CONTINUING DISCLOSURE AGREEMENT;
APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL NOTICE OF
SALE AND THE OFFICIAL STATEMENT FOR SAID BONDS; AND
AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION
OF NECESSARY DOCUMENTS IN CONNECTION THEREWITH
WHEREAS, the County of Contra Costa (the "County") and the Contra Costa
County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of
Powers Agreement, dated as of April 7, 1992 (the "Joint Powers Agreement"), which Joint Powers
Agreement creates and establishes the County of Contra Costa Public Financing Authority (the
"Authority");
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California and the Joint Powers Agreement, the Authority is
authorized to issue bonds for financing public capital improvements whenever there are significant
public benefits;
WHEREAS, the Authority has heretofore issued $74,685,000 of the Authority's
Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the"1999 Series A
Bonds") in order to finance and refinance capital projects for the County;
WHEREAS, the Authority has heretofore issued $18,030,000 of the Authority's
Lease Revenue Bonds (Various Capital Projects), 2001 Series A (the "2001 Series A Bonds") to
finance additional capital projects including improvements such as (i) the completion of the
Family Law Center and associated parking at 1111 Ward Street, Martinez, (ii) the construction of
a new Employment and Human Services Building in Antioch, and (iii) the construction of tenant
improvements at Los Medanos Health Center in Pittsburg (collectively, the "2001 Series A
Project");
WHEREAS, this Board of Supervisors hereby determines that it is in the best
interest of the County for the Authority to issue additional lease revenue bonds to finance the
Martinez Health Center and related facilities, including demolition, site preparation, utility
relocations, and parking (the "Health Center Project");
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WHEREAS, it is further proposed that the Authority and State Street Bank and
Trust Company of California, N.A., as trustee (the "Trustee"), enter into a supplemental trust
agreement (the "Second Supplemental Trust Agreement") acknowledged by the County, which
will further supplement and amend the Trust Agreement dated as of February 1, 1999 (the "Trust
Agreement") and, pursuant to the Trust Agreement and the Second Supplemental Trust
Agreement, the Authority will issue up to an additional $25,000,000 aggregate principal amount
of County of Contra Costa Public Financing Authority.Lease Revenue Bonds (Various Capital
Projects), 2001 Series B (the "Bonds") on a parity with the 1999 Series A Bonds and the 2001
Series A Bonds, and will use the proceeds to finance the Health Center Project, fund a reserve
fund and pay costs of issuance associated with such bonds;
WHEREAS, it is proposed that the County enter into a Second Amendment to
Master Site Lease (the "Second Amendment to Site Lease") pursuant to which it will lease the
clinical/public health lab on the Contra Costa County Medical Center campus (the "Medical Lab
Property") to the Authority in addition to the facilities currently leased under the Master Site
Lease, dated as of February 1, 1999, as amended, between the County and the Authority;
WHEREAS, it is proposed that the County enter into a Second Amendment to
Facility Lease (the "Second Amendment to Facility Lease") pursuant to which it will lease back
the Medical Lab Property from the Authority in addition to the facilities currently leased
pursuant to the Facility Lease (Various Capital Projects), dated as of February 1, 1999, as
amended, between the Authority and the County;
WHEREAS, under the Second Amendment to Facility Lease, the County would
be obligated to make additional base rental payments to the Authority which the Authority will use
to pay debt service on the Bonds and with respect to the portion of such additional base rental
allocable to the Health Center Project, the County will seek supplemental Medi-Cal reimbursement
pursuant to California Welfare and Institutions Code Section 14085.5, to the extent applicable, and
will pledge such reimbursement to such base rental payments in the Facility Lease as required by
said statute;
WHEREAS, in accordance with the requirements of Government Code Section
6586.5, a public hearing regarding the proposed financing was conducted by the County on
February 6, 2001;
WHEREAS, notice of such hearing was published at least five days prior to such
hearing in a newspaper of general circulation in the County;
WHEREAS, Sperry Capital, is acting as financial advisor (the "Financial
Advisor") to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as
bond counsel ("Bond Counsel") to the County and the Authority in connection with the
financing;
WHEREAS, the Financial Advisor has assisted the County and the Authority in
the preparation of an Official Statement describing the Bonds and an Official Notice of Sale
describing the terms of sale of the Bonds, which will be distributed to potential purchasers of the
Bonds;
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WHEREAS, due to the location of the Medical Lab Property, certain amendments
(the "Merrithew Amendments") to the documents relating to the County's Certificates of
Participation (Merrithew Memorial Hospital Replacement Project), Refunding Series of 1997
(the "Certificates") may be prepared in order to release the Medical Property from any
encumbrances and make it available to lease pursuant to the Second Amendment to Site Lease;
WHEREAS, this Board has been presented with the form of each document
referred to herein relating to the Bonds, 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
WHEREAS, the County expects to finance the Health Center Project on a tax-
exempt basis;
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the
County of Contra Costa, as follows:
Section 1. The foregoing recitals are true and correct and this Board so finds and
determines.
Section 2. 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 and
that the issuance of the Bonds by the Authority and the financing of the Health Center Project
will result in demonstrable savings in effective interest rate, bond preparation, bond underwriting
or bond issuance costs producing significant public benefits.
Section 3. The Board of Supervisors hereby requests and approves the issuance of
the Bonds by the Authority, in an aggregate principal amount of not to exceed $25,000,000 for the
financing of the Health Center Project.
Section 4. The form of Second Amendment to Site Lease, on file with the Clerk
of the Board of Supervisors, is hereby approved, and the Chair of the Board of Supervisors or the
Vice Chair of the Board of Supervisors or the County Administrator of the County and the Clerk
of the Board of Supervisors (the "Clerk") or any Deputy Clerk of the Board of Supervisors or
any designee of such officials (the "Authorized Signatories") are hereby authorized and directed
to execute and deliver the Second Amendment to Site 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; rop vided, however, that the term thereof shall
not exceed June 15, 2049.
Section 5. The form of Second Amendment to Facility Lease, on file with the
Clerk, is hereby approved, and any two of the Authorized Signatories are hereby authorized and
directed to execute and deliver the Second Amendment to Facility Lease in substantially said
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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
maximum additional annual base rental payments payable under the Second Amendment to
Facility Lease and allocable to the Health Center Project shall not exceed $3,000,000 and the
term of the Second Amendment to Facility Lease (including any extensions) shall not exceed
June 1, 2049. Among the changes authorized to be made to the Second Amendment to Facility
Lease are such changes as are necessary in the event the County Administrator or his designee,
upon consultation with the Financial Advisor, determines it is desirable to obtain municipal bond
insurance.
Section 6. The form of Second Supplemental Trust Agreement by and between
the Trustee and the Authority and acknowledged by the County, on file with the Clerk, is hereby
approved. Any one of the Authorized Signatories is hereby authorized and directed to execute
and deliver the Second Supplemental Trust Agreement in substantially said form, with such
changes therein as such officer may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof. Among the changes authorized to be made to
the Second Supplemental Trust Agreement are such changes as are necessary in the event the
County Administrator or his designee, upon consultation with the Financial Advisor, determines
it is desirable to obtain municipal bond insurance or a reserve facility for the Bonds or for the
Authority to enter into an interest rate swap or other hedging product in connection with the
Bonds.
Section 7. The form of Preliminary Official Statement describing the Bonds, on
file with the Clerk, is hereby approved and 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, corrections and revisions as may be determined to be necessary or
desirable by the Financial Advisor, Bond Counsel or the County Counsel's Office. The
Underwriter is hereby authorized and directed to cause to be supplied to prospective purchasers
of the Bonds copies of a preliminary official statement in such form, and to supply the purchaser
of the Bonds with copies of a final official statement, completed to include, among other things
the interest rate or rates, and final sale information for the Bonds. The County Administrator or
the Director, Capital Facilities and Debt Management, or a designee of either, is hereby
authorized and directed to execute a certificate confirming that the Preliminary Official
Statement has been "deemed final" by the County for purposes of Securities and Exchange
Commission Rule 15c2-12.
Section 8. The form of proposed Official Notice of Sale inviting bids for the
Bonds on file with the Clerk is hereby approved and adopted as the Official Notice of Sale for
the Bonds, 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.
Section 9. The proposed form of Continuing Disclosure Agreement, to be dated
the date of issuance of the Bonds, by and among the County and the Trustee, on file with the
Clerk, is hereby approved. Any of the Authorized Signatories are hereby authorized and directed
to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such
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changestherein as such officer may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 10. The Board hereby authorizes and approves the execution and delivery
of the proposed Merrithew Amendments, should such amendments be necessary to clarify title to
the Medical Lab Property. Any two of the Authorized Signatories are hereby authorized and
directed to execute and deliver the Merrithew Amendments on behalf of the County. Such
officers are hereby further authorized to take such actions and execute such contracts and
certificates as are necessary to comply with documents relating to the Certificates, including
filing continuing disclosure certificates and notices as appropriate.
Section 11. The Board hereby authorizes the County Administrator or his
designee on behalf of the County to enter into or approve the Authority's execution and delivery
of one or more investment agreements providing for the investment of moneys in the funds and
accounts created under the Trust Agreement, as the County Administrator or his designee deems
appropriate (collectively, the "Investment Agreement"). The Board hereby finds and determines
pursuant to Government Code section 5922, that the Investment Agreement will reduce the
amount .and duration of interest rate risk with respect to amounts invested pursuant to such
agreement. The County Administrator or his designee is hereby authorized and directed to
execute and deliver or approve the execution and delivery of the Investment Agreement and any
other related .agreement or agreements on behalf of the County as may be approved by the
County Administrator or his designee, such approval to be conclusively evidence by the
execution and delivery of such agreement or agreements. Any termination amounts required to
be paid by the County with respect to the Investment Agreement shall be paid from-amounts
invested pursuant thereto or otherwise made available therefor.
Section 12. 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, including, but not limited to, executing and
delivering signature certificates, no-litigation certificates, tax and rebate certificates and
certificates concerning the contents of the Official Statement distributed in connection`with the
sale of the Bonds. The Authorized Signatories, the Director, Capital Facilities and Debt
Management of the County and other appropriate officers of the County are hereby authorized
and directed to execute and deliver any and all certificates, instructions as to investments, written
requests and other certificates necessary or desirable to administer the Bonds or leases, pay costs
of issuance or to accomplish the transactions contemplated herein.
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Section 13. All actions heretofore taken by the officers and agents of the County
with respect to the issuance and sale of the Bonds are hereby approved and confirmed.
Section 14. This Resolution shall take effect from and after its date of adoption.
PASSED AND ADOPTED this 6th day of February, 2001.
Chair o he Bo of Supervisors
County of Contra Costa, California
[Seal]
ATTEST: Philip J. Batchelor, Clerk of the
Board of Supervisors and County Administrator
By '
De --7LClerk of the Board of
S rvisors of the County of
Contra Costa, State of California
6
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CLERK'S CERTIFICATE
The undersigned, Deputy Clerk of the Board of Supervisors of the County of
Contra Costa, hereby certifies 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 6th day. of February ., 2001, 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: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA
NOES: NONE
An agenda of said meeting was posted at least 96 hours before said meeting at
651 Pine St Rn 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 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 6th day of
February 2001.
[Seal] Deputy Clerk of the Board of Supervisors
of the County of Contra Costa,
State of California
DOCSSFI:490499.3 RESOLUTION NO. 2001%47
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COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS
(VARIOUS CAPITAL PROJECTS), 2001 SERIES B
OFFICIAL NOTICE OF SALE
NOTICE IS HEREBY GIVEN that facsimile proposals and electronically
submitted proposals will be received by the County of Contra Costa Public Financing Authority
(herein called the "Authority") at the offices of Sperry Capital, 2829 Bridgeway, Suite 105,
Sausalito, CA 94965, on
at the hour of _.m., California time, for the purchase of $ aggregate
principal amount of lease revenue bonds designated "County of Contra Costa Public Financing
Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B" (herein called the
"2001 Series B Bonds"), to be issued pursuant to a Trust Agreement, dated as of February 1,
1999, as amended by a First Supplemental Trust Agreement, dated as of January 1, 2001 and a
Second Supplemental Trust Agreement, to be dated as of March 1, 2001, (herein called the
"Trust Agreement"), by and between State Street Bank and Trust Company of California, N.A.,
as trustee (herein called the "Trustee") and the Authority. The Authority reserves the right to
postpone to a later date said public sale by announcing such postponement through Thomson
Municipal News (Munifacts) and Bloomberg Business News (the "News Services") not less than
24 hours prior to the time bids are to be received. If no legal bid or bids are received for the
2001 Series B Bonds on said date (or such later date as is established as provided herein) at the
time specified, bids will be received for the 2001 Series B Bonds on such other date and at such
other time as shall be designated through the News Services. As an accommodation to bidders,
telephonic or telecopied notice of the postponement of the sale date or dates will be given to any
bidder requesting such notice to the Authority's Financial Advisor, Sperry Capital, Attention:
Jean Buckley, (415) 339-9204. Failure of any bidder to receive such telephonic or telecopied
notice shall not affect the legality of the sale.
Bidders are referred to the Preliminary Official Statement for additional
information regarding the Authority, the County of Contra Costa, California (the "County"), the
2001 Series B Bonds and the security therefor, and other matters. See "OFFICIAL
STATEMENT" below.
TERNIS RELATING TO THE 2001 SERIES B BONDS
SERIES: $ ' aggregate principal amount of 2001 Series B Bonds,
which are being issued as fully registered 2001 Series B Bonds in denominations of $5,000 or
multiples thereof, provided that no 2001 Series B Bond shall represent principal maturing in
Preliminary, subject to change.
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more than one year, all dated March 1, 2001 and comprising all of the 2001 Series B Bonds of
said authorized issue. The 2001 Series B Bonds are the third series issued under the Trust
Agreement and additional series of bonds may be issued on a parity with the Bonds on the terms
and subject to the conditions set forth in the Trust Agreement. The County has made timely
payment to date of all payments required to pay debt service on Bonds issued under the Trust
Agreement.
INTEREST RATE: Interest is payable on December 1, 2001 and semiannually
thereafter on June 1 and December 1 of each year. Bidders must specify the rate or rates of
interest that the 2001 Series B Bonds 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 four percent (4%) 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 2001 Series B Bond shall bear more than one rate of interest;
(iv)each 2001 Series B Bond shall bear interest from its dated date to its stated payment date at .
the interest rate specified in the bid; (v) all 2001 Series B Bonds payable at any one time shall
bear the same rate of interest; (vi) any premium bid must be 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 underwriting
discount shall be stated as a specific sum not exceeding 1.0% of the aggregate principal amount
of the.2001 Series B Bonds; (viii) no original issue discount (other than that contained in the
1.0% underwriting discount) is permitted in any maturity; and (ix) the interest rate for the 2001
Series B Bonds payable in each year must either be the same as or higher than the interest rate on
the 2001 Series B Bonds payable in the preceding years.
BOOK-ENTRY ONLY: The 2001 Series B Bonds shall be issued in registered
form by means of a book-entry system with no distribution of 2001 Series B Bonds made to the
public. One 2001 Series B Bond representing each Bond 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 2001 Series B Bonds in
the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership
effected on the records of DTC.
PAYMENT OF DTC FEES: The Authority will submit all requisite documents
to DTC for DTC-eligibility purposes. However, the purchaser of the 2001 Series B Bonds will
be responsible for payment of all fees charged by DTC.
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MATURITY: The 2001 Series B Bonds shall mature on June 1 in each of the
years, and in the amounts, as follows:
Year Year
June 1 Amount June 1 Amount
2003 $ 2016 $
2004 2017
2005 2018
2006 2019
2007 2020
2008 2021
2009 2022
2010 2023
2011 2024
2012 2025
2013 2026
2014 2027
2015 2028
ADJUSTMENT OF PRINCIPAL PAYMENTS: The principal amounts set
forth in this Official Notice of Sale reflect certain estimates of the Authority with respect to the
likely interest rates of the winning bid and the premium or discount contained in the winning bid.
The final maturity schedule will be designed so that the financing results in level debt service.
Consequently, the Authority reserves the right to increase or decrease the aggregate principal
amount of any maturity of the 2001 Series B Bonds by an amount not to exceed five percent
(5%) following the submission of the bids; provided, however, that the aggregate principal
amount of the 2001 Series B Bonds shall not exceed $ `. Each principal payment is
subject to increase or decrease in $5,000 increments. The aggregate price bid by the successful
bidder will be adjusted by the Authority proportionately to any increase or decrease in the
aggregate principal amount of the 2001 Series B Bonds and without consideration for the
reoffering price by the bidder to the public of any individual maturity of the 2001 Series B
Bonds.
SERIAL BONDS AND/OR TERM BONDS: Bidders may provide that all the
2001 Series B Bonds be executed and delivered as Serial Bonds or may provide that any one or
more consecutive annual principal amounts be combined into one or more Term Bonds.
REOFFERING PRICE CERTIFICATE: The successful bidder for the 2001
Series B Bonds must deliver a certificate setting forth the expected final reoffering price of such
2001 Series B Bonds to the public (the "Reoffering Price Certificate") to Orrick, Herrington &
Sutcliffe LLP, Old Federal Reserve Bank Building, 400 Sansome Street, San Francisco,
California 94111, Attention: Mary A. Collins, by the close of business not more than two
business days after the award of the 2001 Series B Bonds. The Reoffering Price Certificate shall
set forth the maximum initial bona fide offering prices and concessions to the public (excluding
Preliminary, subject to change.
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bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters
or wholesalers) of each maturity of the 2001 Series B Bonds 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 2001 Series B
Bonds to other securities brokers or dealers will not be considered sales to the general public.
REDEMPTION: The Authority shall have the right, under the circumstances
described in the Preliminary Official Statement, to redeem 2001 Series B Bonds, upon the terms
and conditions, and at the prices, set forth in the Preliminary Official Statement.
PURPOSE: The 2001 Series B Bonds are to be issued to (i) finance various
capital projects for the County, (ii) purchase a debt service reserve fund surety bond and (iii)pay
costs of issuance.
SECURITY: The 2001 Series B Bonds are payable from, and are secured by a
pledge of, Base Rental payments payable to the Authority by the County pursuant to a Facility
Lease (Various Capital Projects), dated as of February 1, 1999, as amended by a First
Amendment to Facility Lease, dated as of January 1, 2001 and a Second Amendment to Facility
Lease to be dated as of March 1, 2001 (the "Facility Lease"). The County has covenanted under
the Facility Lease that as long as the Facilities (as defined therein) are available for the County's
use, it will take such action as may be necessary to include the Base Rental Payments in its
annual budgets and to make the necessary annual appropriations therefor. The Authority will
pledge to the Trustee for the benefit of the owners of the 2001 Series B Bonds the Authority's
right to receive rental payments, and its right to receive and collect any proceeds of any
insurance maintained under the Facility Lease. To further secure the 2001 Series B Bonds, a
reserve fund will be funded as described in the Preliminary Official Statement.
BOND INSURANCE POLICY: The Authority will purchase a financial
guaranty insurance policy from MBIA Insurance Corporation to guarantee the scheduled
payment of principal of and interest on the 2001 Series B Bonds when due. See "THE MBIA
INSURANCE CORPORATION INSURANCE POLICY" in the Preliminary Official
Statement.
TAX-EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe Lu,
San Francisco, California, interest on the 2001 Series B Bonds, assuming compliance with
certain covenants contained in the Facility Lease, the Trust Agreement and the 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
"TAX MATTERS" in the Preliminary Official Statement. In the event that prior to the
issuance of the 2001 Series B Bonds (a) the income received by private owners from 2001
Series B Bonds 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 that will have a substantial adverse tax effect upon owners of
the 2001 Series B Bonds as such, the successful bidder may, at its option, prior to the tender of
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said 2001 Series B Bonds, be relieved of its obligation under the contract to purchase the 2001
Series B Bonds, and in such case the deposit accompanying its bid will be returned.
LEGAL OPINION: The legal opinion of Orrick, Herrington & Sutcliffe LLP,
San Francisco, California, approving the validity of the 2001 Series B Bonds will be furnished to
the successful bidder without cost.
DISCLOSURE COUNSEL OPINION: The successful bidder or bidders will
receive a disclosure opinion regarding the Official Statement from Brown & Wood L.L.P., San
Francisco, California.
TERMS OF SALE
BEST BID: The 2001 Series B Bonds will be awarded to the bidder offering to
purchase the 2001 Series B Bonds at the lowest true interest cost to the Authority. 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 2001 Series B
Bonds 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 2001 Series B Bonds to the date of the
delivery of the 2001 Series B Bonds. In the event two or more bids specify the same lowest true
interest cost, then the selection for award of the 2001 Series B Bonds will be made among such
bidders by Sperry Capital by lot. The purchaser must pay accrued interest from the date of the
2001 Series B Bonds to the date of delivery. All interest will be computed on a 360-day year
30-day month basis from the date of the 2001 Series B Bonds. The cost of preparing the 2001
Series B Bonds will be borne by the Authority.
RIGHT OF REJECTION: The Authority 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 Authority will take action awarding the 2001 Series B
Bonds 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 2001 Series B Bonds will be
made to the successful bidder through DTC and is expected to occur within 30 days from the
date of award. Payment for the 2001 Series B Bonds 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 Authority shall fail to issue the 2001 Series B
Bonds 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 2001 Series B
Bonds 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 delivered by facsimile or electronic
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transmission as described below and be received by _.m., California time, on ,
2001. A facsimile transmittal sent to (415) 339-9204, Attention: Jean M. Buckley, prior to the
above referenced deadline will be acceptable (subject to the limitations set forth in "WARNINGS
REGARDING FAX BIDS"immediately below). Each bid must be in accordance with the terms
and conditions set forth in this Official Notice of Sale, and may be submitted on the attached Bid
Form. Each bid must be accompanied by a Deposit (see "GOOD FAITH DEPOSIT" below).
All bids shall be deemed to incorporate all of the terms of this Official Notice of Sale.
ELECTRONIC BIDS: Solely as an accommodation to bidders, the Authority
will receive bids delivered electronically through the following service (the "Bid Service").
■ Dalcomp, a division of Thomson Financial Municipals Group, Inc.
BIDCOMP Competitive Bidding System and Parity Electronic Bid
Submission System
395 Hudson Street
New York, NY 10014
Phone: (212) 806-8304
Fax: (212.) 989-9281
Internet address: http://www.tm3.com
If any provision of this Official Notice of Sale conflicts with information provided
by the Bid Service, this Official Notice of Sale shall control. Each bidder submitting an
electronic bid agrees by doing so that it is solely responsible for all arrangements with (including
any charges by) the Bid Service, that the Authority does not endorse or encourage the use of the
Bid Service, and that the Bid Service is not acting as an agent of the Authority. Instructions for
submitting electronic bids must be obtained from the Bid Service, and the Authority does not
assume any responsibility for ensuring or verifying bidder compliance with the Bid Service's
procedures. The Authority shall be entitled to assume that any bid received via the Bid Services
has been made by a duly authorized agent of the bidder.
THE AUTHORITY, THE FINANCIAL ADVISOR AND BOND COUNSEL
ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID
SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE
.TRANSMITTED OR RECEIVED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE
OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE AUTHORITY
AT THE PLACE OF BID RECEIPT, AND THE AUTHORITY SHALL NOT BE REQUIRED
TO ACCEPT THE TIME KEPT BY THE BID SERVICE AS THE OFFICIAL TIME. THE
AUTHORITY ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR
TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT
RECEIVED.
WARNINGS REGARDING FAX BIDS: BIDS SUBMITTED BY
FACSIMILE TRANSMISSION ARE DEEMED LATE AND WILL NOT BE ACCEPTED OR
EVALUATED UNLESS, AT PRECISELY THE TIME INDICATED ABOVE FOR
SUBMISSION OF BIDS, THE ENTIRE BID FORM HAS BEEN FULLY EJECTED FROM
THE RECEIVING FACSIMILE MACHINE AT THE PLACE OF THE BID RECEIPT, AND
THE INTEREST RATES, TOTAL PURCHASE PRICE, AND NAME AND SIGNATURE OF
DOCSSFI:507996.1
40511-119-MAC 6
-2
%?as baa/y7
THE BIDDER ARE CLEARLY READABLE BY THAT TIME. NEITHER THE
AUTHORITY, THE AUTHORITY'S FINANCIAL ADVISOR NOR BOND COUNSEL WILL
ACCEPT RESPONSIBILITY FOR, AND THE BIDDER EXPRESSLY ASSUMES ALL RISK
OF, ANY INCOMPLETE, ILLEGIBLE OR UNTIMELY BID SUBNIITTED BY SUCH
BIDDER BY FACSIM[I1,E TRANSMISSION, INCLUDING BY REASON OF GARBLED
TRANSMISSIONS, MECHANICAL FAILURE, ENGAGED TELEPHONE OR
TELECOMMUNICATION LINES AT THE PLACE OF BID RECEIPT, OR ANY OTHER
CAUSE FOR REJECTION ARISING OUT OF ANY BIDDER'S ELECTION TO DELIVER
ITS BID BY SUCH MEANS. NO ATTEMPT WILL BE MADE PRIOR TO THE DEADLINE
FOR RECEIPT OF BIDS TO INFORM ANY BIDDER THAT ITS BID WAS INCOMPLETE,
ILLEGIBLE OR NOT RECEIVED.
IN THE EVENT ANY BIDDER SUBMITS MORE THAN ONE BID
(WHETHER BY FACSIM[O.E OR OTHERWISE), THE BID MOST RECENTLY RECEIVED
IN ITS ENTIRETY PRIOR TO THE DEADLINE NOTED ABOVE WILL BE CONSIDERED
THE OPERATIVE BID FOR SUCH BIDDER AND ALL PREVIOUS BIDS OF SUCH
BIDDER WILL BE DISREGARDED.
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$500,000,
payable to the order of the Authority, must accompany each proposal as a guaranty that the
bidder, if successful, will accept and pay for the 2001 Series B Bonds in accordance with the
terms of the bid. If a check is used, it must accompany the bid (or be delivered no later than the
submission of an electronic or facsimile 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, 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 LLP, San Francisco, California, bond counsel, and
such form must be submitted to Sperry Capital, the Authority's financial advisor, a minimum of
24 hours prior to the time bids are to be received. Such Financial Surety Bond must provide that
the surety shall make payment of the full amount of the Deposit by wire transfer to the Authority
within 24 hours of the receipt of written notice from either the Authority 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 2001 Series B Bonds are awarded to a bidder utilizing a Financial Surety
Bond, then the purchaser ("Purchaser") is required to submit its Deposit to the Authority 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 Authority to satisfy the Deposit requirement. The
Deposit will be applied to the purchase price of the 2001 Series B Bonds. If after the award of
the 2001 Series B Bonds the successful bidder fails to complete its purchase on the terms stated
in its proposal, the Deposit will be retained by the Authority. The certified or cashier's check
accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit
will accrue to any bidder.
DOCSSFI:507996.1
40511-119-MAC 7
3
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 Authority, which shall be considered as informative only and not binding on either the bidder
or the Authority. 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" herein.
NO LITIGATION: There is no litigation pending concerning the validity of the
2001 Series B Bonds, the existence of the Authority or the entitlement of the officers thereof to
their respective.offices, and the Authority 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 2001 Series B
Bonds.
RESALE IN OTHER STATES: The purchaser will assume responsibility for
taking any action necessary to qualify the 2001 Series B Bonds for offer and sale in jurisdictions
other than California, and for complying with the laws of all jurisdictions on resale of the 2001
Series B Bonds, and shall indemnify and hold harmless the Authority, the County and its officers
and officials 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
2001 Series B Bonds, but neither failure to print such numbers on any 2001 Series B Bond 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 2001 Series B Bonds in accordance with the terms
of this Official Notice of Sale. All expenses in relation to the printing of CUSIP numbers on the
2001 Series B Bonds shall be paid for by the Authority; 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 AND INVESTMENT 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 2001 Series B Bonds will be charged
the California Debt and Investment Advisory Commission fee.
OFFICIAL STATEMENT: A Preliminary Official Statement has been
prepared, copies of which may be obtained upon request made to the Authority or to the
Authority's Financial Advisor, Sperry Capital, 2829 Bridgeway, Suite 105, Sausalito, California
94965, (415) 339-9204. The Preliminary Official Statement is also available at
www.thomsonprospectus.com The Preliminary Official Statement shall be "deemed final" by
the Authority prior to or on the sale date for purposes of Securities Exchange Commission
Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official
Statement. The Executive Director of the Authority or his designee 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 such officer's 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 the light of the circumstances under which they were made, not
misleading. The Authority will deliver to the purchaser of the 2001 Series B Bonds a certificate
of the Authority as to the above, dated the date of delivery of the 2001 Series B Bonds, and
DOCSSFI:507996.1
40511-119-MAC 8
.,W �-
further certifying that the signatory knows of no material adverse change in the condition or
affairs of the Authority that would make it unreasonable for the purchaser of the 2001 Series B
Bonds to rely upon the Official Statement in connection with the resale of the 2001 Series B
Bonds, and authorizing the purchaser of the 2001 Series B Bonds to distribute copies of the
Oficial Statement in connection with the resale of the 2001 Series B Bonds. The Authority will
furnish to the successful purchaser, at no expense to the successful purchaser, up to 150 copies of
the Official Statement within seven (7) business days of the award date. 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 2001 Series B Bonds.
By making a bid for the 2001 Series B Bonds, 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 Authority, (ii) to promptly file a copy of
the final Official Statement, including any supplements prepared by the Authority, with the
Nationally Recognized Municipal Securities Information Repositories, 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
2001 Series B Bonds to the ultimate purchasers.
CONTINUING DISCLOSURE: In order to assist bidders in complying with
Securities Exchange Commission Rule 15c2-12(b)(5), the County will undertake, pursuant to a
Continuing Disclosure Agreement, to provide certain annual financial information relating to the
County and notices of the occurrence of certain events, if material. A description of this
undertaking is set forth in the Preliminary Official Statement and will also be set forth in the
Official Statement. See "CONTINUING DISCLOSURE" in the Preliminary Official
Statement.
RIGHT TO MODIFY OR AMEND: The Authority reserves the right to
modify or amend this Official Notice of Sale in any respect; provided, however, that any such
modification or amendment shall be made not later than twenty-four (24) hours prior to the time
the bids are to be received and shall be communicated to potential bidders through Thomson
Municipal News (Munifacts) and Bloomberg Business News.
Dated:
/s/Philip J. Batchelor
Executive Director,
County of Contra Costa Public Financing Authority
DOCSSFI:507996.1
40511-119-ti1AC 9
�P&AeA0/1N7
OFFICIAL BID FORM
$ t
County of Contra Costa Public Financing Authority
Lease Revenue Bonds
(Various Capital Projects), 2001 Series B
TO: COUNTY OF CONTRA COSTA DATE: ,2001
PUBLIC FINANCING AUTHORITY
Ladies and Gentlemen:
We offer to purchase all, but not less than all, of the $ t principal amount of
the above described bonds, more particularly described in your Oficial Notice of Sale, dated
, all of the terms and conditions of which are made part hereof as though set forth in full in
this proposal, at the aggregate principal amount thereof(together with a premium of$ ), less
an underwriter's discount of $ (not to exceed 1%) 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 Maturity Dates,Principal Amounts",and Interest Rates
(Check One)
Maturity Mandatory*
Date Principal Serial' Sinking Fund Interest
June 1 Component Maturity Prepayment Rate
2002 $
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
t Preliminary, subject to change.
Place a check in the appropriate column indicating whether the principal component is a serial
maturity or mandatory sinking fund prepayment.
Subject to adjustment as described under"ADJUSTMENT OF PRINCIPAL PAYMENTS."
DOCSSFI:507996.1
40511-119-MAC
s 3
a.1Oy7
NOTE: The interest rate bid for the Bonds payable in each year must either be the same as or higher
than the interest rate bid on the Bonds payable in the preceding year. No original issue discount is
permitted.
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 Bonds during the life of the issue under the attached
bid is$
The amount of premium is$
The amount of underwriter's discount(not to exceed 1%) 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 Public Financing Authority.
We have provided the Authority with a pre-approved Financial Surety Bond as provided in
the Official Notice of Sale.
We agree that if we are the successful bidder for the Bonds we will provide the Authority 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 Bonds, 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.
Following is a list of the members of our Respectfully submitted,
account on whose behalf this bid is made.
List of Members of Account: Firm:
Account Manager
By:
Printed Name:
Title:
Address:
Telephone No.:
Fax No.:
DOCSS F I:507996.1
40511-119-MAC 2
APPENDIX A TO OFFICIAL BID FORM
FORM OF REOFFERING PRICE CERTIFICATE*
This certificate is being delivered by
on behalf of the purchasers (the "Purchasers") of County of Contra Costa Public Financing
Authority Lease Revenue Bonds (Various Capital Projects), '2001 Series B (the "2001 Series B
Bonds"). Based upon its records and information available to it, which it believes to be correct,
the undersigned hereby certifies that:
1. As of , 2001 (the "Sale Date"), the Purchasers have offered or
reasonably expected to offer all of each maturity of the 2001 Series B Bonds 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 2001 Series B Bonds as shown do
not exceed the fair market prices or yields as of the Sale Date.
3. As of the date of this certificate, all of the 2001 Series B Bonds listed have
actually been offered to the general public at such prices.
4. At least 10% of each maturity of the 2001 Series B Bonds has been sold at the
prices shown herein.
Maturity Date
June 1 Price
Dated: , 2001 [Name of Purchaser]
By:
Title:
* To be delivered by the successful bidder as described under"REOFFERING PRICE
CERTIFICATE" in the Official Notice of Sale.
DOCSSF1:507996.1
40511-119-MAC
BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA
PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 2001/48
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
ADDITIONAL NOT TO EXCEED $25,000,000 AGGREGATE PRINCIPAL
AMOUNT OF LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS),
2001 SERIES B FOR THE FINANCING OF THE MARTINEZ HEALTH
CENTER, AUTHORIZING THE FORMS OF AND DIRECTING THE
EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST
AGREEMENT, A SECOND AMENDMENT TO FACILITY LEASE, A SECOND
AMENDMENT TO MASTER SITE LEASE AND AN OFFICIAL NOTICE OF
SALE; APPROVING FORM OF AND DISTRIBUTION OF AN OFFICIAL
STATEMENT FOR SAID BONDS; AND AUTHORIZING TAKING OF
NECESSARY ACTIONS AND EXECUTION OF NECESSARY DOCUMENTS
AND CERTIFICATES IN CONNECTION THEREWITH
WHEREAS, the County of Contra Costa (the "County") and the Contra Costa
County Redevelopment Agency (the "Agency") have heretofore entered into a Joint Exercise of
Powers Agreement, dated as of April 7, 1992 (the "Joint Powers Agreement"), which Joint Powers
Agreement creates and establishes the County of Contra Costa Public Financing Authority (the
"Authority");
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Act") and the Joint Powers Agreement, the
Authority is authorized to issue bonds for financing public capital improvements whenever there are
significant public benefits;
WHEREAS, the Authority has previously issued $74,685,000 County of Contra
Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital
Projects), 1999 Series A (the "1999 Series A Bonds") in order to finance and refinance capital
projects for the County;
WHEREAS, the Authority has previously issued $18,030,000 County of Contra
Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001
Series A (the "2001 Series A Bonds") to finance additional capital projects including
improvements such as (i) the completion of the Family Law Center and associated parking at
1111 Ward Street, Martinez, (ii) the construction of a new Employment and Human Services
Building in Antioch, and (iii) the construction of tenant improvements at Los Medanos Health
Center in Pittsburg (collectively, the "2001 Series A Project");
WHEREAS, the County has further requested that the Authority issue additional
lease revenue bonds to finance the Martinez Health Center and related facilities, including
demolition, site preparation, utility relocations, and parking (the "Health Center Project");
DOCSSF1:490727.5
40511-119-MAC 1
Resolution 2001/48
WHEREAS, it is further proposed that the Authority and State Street Bank and
Trust Company of California, N.A., as trustee (the "Trustee"), enter into a second supplemental
trust agreement (the "Second Supplemental Trust Agreement") acknowledged by the County,
which will supplement and amend the Trust Agreement dated as of February 1, 1999 (the "Trust
Agreement") and, pursuant to the Trust Agreement and Second Supplemental Trust Agreement,
the Authority will issue up to an additional $25,000,000 aggregate principal amount of County of
Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001
Series B (the "Bonds"), on a parity with the 1999 Series A Bonds and the 2001 Series A Bonds,
and will use the proceeds to finance the Health Center Project, fund a reserve fund and pay costs
of issuance associated with such bonds;
WHEREAS, it is proposed that the Authority enter into a Second Amendment to
Master Site Lease (the "Second Amendment to Site Lease") pursuant to which the County will
lease the clinical/public health lab on the Contra Costa County Medical Center campus (the
"Medical Lab Property") to the Authority in addition to the facilities currently leased pursuant to
the Master Site Lease dated as of February 1, 1999, as amended, between the County and the
Authority;
WHEREAS, it is proposed that the Authority enter into a Second Amendment to
Facility Lease (the "Second Amendment to Facility Lease") pursuant to which it will lease back
the Medical Lab Property to the County as additional leased facilities under the Facility Lease
(Various Capital Projects) dated as of February 1, 1999, as amended, entered into by the
Authority and the County;
WHEREAS, under the Second Amendment to Facility Lease, the County would
be obligated to make additional base rental payments to the Authority which the Authority will.use
to pay debt service on the Bonds;
WHEREAS, in accordance with the Act, following published notice a public hearing
regarding the proposed financing was conducted by the County on February 6, 2001 and following
such hearing the financing was approved by the County;
WHEREAS, Sperry Capital, is acting as financial advisor (the "Financial
Advisor") to the County and the Authority and Orrick, Herrington & Sutcliffe LLP is serving as
bond counsel ("Bond Counsel") to the County and the Authority in connection with the
financing;
WHEREAS, the Financial Advisor has assisted the County and the Authority in
the preparation of an Official Statement describing the Bonds which will be distributed to
potential purchasers of the Bonds;
WHEREAS, a proposed form of Official Notice of Sale has been presented to this
Board;
WHEREAS, this Board has been presented with the form of each document
referred to herein relating to the. Bonds, 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;
DOCSSFI:390727.5
40511-119-MAC 2
WHEREAS, the Authority has full legal right, power and authority under the laws
of the State of California to enter into the transactions hereinafter authorized; and
WHEREAS, the Authority expects to finance the Health Center Project on a tax-
exempt basis;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
County of Contra Costa Public Financing Authority, as follows:
Section 1. The foregoing recitals are true and correct and this Board so finds and
determines.
Section 2. The issuance and sale of the Bonds by the Authority, in an aggregate
principal amount of not to exceed $25,000,000 for the financing of the Health Center Project is
hereby authorized and approved.
Section 3. The form of Second Amendment to Site Lease, on file with the
Secretary of the Board of Directors, is hereby approved, and the Chair of the Board of Directors
or the Vice Chair of the Board of Directors or the Executive Director of the Authority or the
Assistant Executive Director of the Authority and the Secretary of the Board of Directors (the
"Secretary") or any Assistant Secretary of the Board of Directors or any designee of such
officials (the "Authorized Signatories") are hereby authorized and directed to execute and deliver
the Amendment to Site 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; rop vided, however, that the term thereof shall not exceed June 15, 2049.
Section 4. The form of Second Amendment to Facility Lease, on file with the
Secretary, is hereby approved, and any two of the Authorized Signatories are hereby authorized
and directed to execute and deliver the Amendment to 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. Among the changes authorized to
be made to such Amendment to Facility Lease are such changes as are necessary in the event the
Executive Director or the Assistant Executive Director, upon consultation with the Financial
Advisor, determines it is desirable to obtain municipal bond insurance.
Section 5. The form of Second Supplemental Trust Agreement by and between
the Trustee and the Authority and acknowledged by the County, on file with the Secretary, is
hereby approved. Any two of the Authorized Signatories are hereby authorized and directed to
execute and deliver the Second Supplemental Trust Agreement 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. Among the changes authorized to be made to
such Second Supplemental Trust Agreement are such changes as are necessary in the event the
Executive Director or the Assistant Executive Director, upon consultation with the Financial
Advisor, determines it is desirable to obtain municipal bond insurance or a reserve facility for the
Bonds or to execute an interest rate swap or other hedging product (the ".Swap"), in connection
with the Bonds.
DOCSSFI:490727.5
40511-119-MAC 3
Section 6. The form of Preliminary Official Statement describing the Bonds, on
file with the Secretary, is hereby approved and the Executive Director or his designee, is hereby
authorized and directed to execute and deliver a final Official Statement in substantially said
form with such additions, corrections and revisions as may be determined to be necessary or
desirable by the Financial Advisor, Bond Counsel or the County Counsel's Office. The
Underwriter is hereby authorized and directed to cause to be supplied to prospective purchasers
of the Bonds copies of a preliminary official statement in such form, and to supply the
purchasers of the Bonds with copies of a final official statement, completed to include, among
other things the interest rate or rates, and final sale information for the Bonds. The Executive
Director or his designee, is hereby authorized and directed to execute a certificate confirming
that the Preliminary Official Statement has been "deemed final" by the Authority for purposes of
Securities and Exchange Commission Rule 15c2-12.
Section 7. The form of proposed Official Notice of Sale inviting bids for the
Bonds on file with the Secretary is hereby approved and adopted as the Official Notice of Sale
for the Bonds, with such additions, changes and corrections thereto as the Executive Director or
his designee shall require or approve, such approval to be conclusively evidenced by the
execution thereof. The Secretary is hereby authorized to cause to be published a notice of the
proposed sale of the Bonds as required by law.
Section 8. The proposed form of Continuing Disclosure Agreement, to be dated
the date of issuance of the Bonds, by and among the County and the Trustee, on file with the
Secretary, is hereby approved.
Section 9. The Board hereby authorizes the Executive Director or his designee to
enter into one or more investment agreements (the "Investment Agreement") providing for the
investment of moneys in the funds and accounts created under the Trust Agreement and/or one
or more Swaps, as the Executive Director or his designee deems appropriate. The Board hereby
finds and determines pursuant to Government Code section 5922, that the Investment Agreement
will reduce the amount and duration of interest rate risk with respect to amounts invested
pursuant to the Investment Agreement and that the Swap is designed to reduce the amount or
duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used
in combination with the Bonds or enhance the relationship between risk and return with respect
to investments. The Executive Director or his designee is hereby authorized and directed to
execute and deliver the Investment Agreement, Swap and any other related agreement or
agreements on behalf of the Authority as may be approved by the Executive Director or his
designee, such approval to be conclusively evidence by the execution and delivery of such
agreement or agreements.
Section 10. The officers of the Authority 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, including, but not limited to, executing
and delivering signature certificates, no-litigation certificates, tax and rebate certificates and
certificates concerning the contents of the Official Statement distributed in connection with the
sale of the Bonds. The Authorized Signatories and the Director, Capital Facilities and Debt
Management of the County on behalf of the Authority are hereby authorized and directed to
DOCSSFI:490727.5
40511-119-MAC 4
execute and deliver any and all certificates, instructions as to investments, written requests and
other certificates necessary and desirable to administer the Bonds and the Trust Agreement or
other documents authorized hereunder including executing Written Requests of the Authority
authorizing disbursements from the Costs of Issuance Fund for payment of cost of issuance such
as legal and financial advisor fees, trustee's fees, title insurance and bond insurance premiums,
publication and printing costs,rating agency fees and similar expenses of the bond financing.
Section 11. All actions heretofore taken by the officers and agents of the
Authority with respect to the issuance and sale of the.Bonds are hereby approved and confirmed.
DOCSSF1:490727.5
40511-119-MAC 5
Section 12. This Resolution shall take effect from and after its date of adoption.
PASSED AND ADOPTED this btli day of February , 2001.
Chair ogge Board o hectors
County of Contra Costa, California
[Seal]
ATTEST:
Secretary of the Board of Directors
DOCSSFI:490727.5
40511-119-MAC 6
Resolution 200148
CLERK'S CERTIFICATE
The undersigned, Secretary of the Board of Directors of the County of Contra
Costa Public Financing Authority, hereby certifies as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a
regular meeting of the Board of Directors of said Authority duly and regularly held at the regular
meeting place thereof on the 6th day of February , 2001, of which meeting all of the
members of said Board of Directors had due notice and at which a majority thereof were present;
and at said meeting said resolution was adopted by the following vote:
AYES: GIOIA, GERBER, DESAULNIER, GLOVER and UILKEMA
NOES: NONE
An agenda of said meeting was posted at least 96 hours before said meeting at
651 Pinn 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 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 this 6th day of February 72001.
[Seal] Secretary
DOCSSFI:490727.5
40511-119-MAC
RESOLUTION NO. 2001/48
OH&S FIRST DRAFT
SECOND SUPPLEMENTAL TRUST AGREEMENT
by and between
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
and
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
Dated as of March 1, 2001
RELATING TO THE $
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS),
2001 SERIES B
(Supplementing the Trust Agreement
dated as of February 1, 1999)
DCCSSF 1:504551.1
40511.119 MAC
TABLE OF CONTENTS
Page
ARTICLE XIX DEFINITIONS; EQUAL SECURITY ............................................................. 3
SECTION 19.01. Additional Definitions ................................................................... 3
ARTICLEXX THE BONDS ....................:.....................................................................I........ 6
SECTION 20.01. Authorization of 2001 Series B Bonds .......................................... 6
SECTION 20.02. Terms of the 2001 Series B Bonds ................................................ 6
SECTION 20.03. Form of 2001 Series B Bonds........................................................ 7
SECTION 20.04. Execution of 2001 Series B Bonds................................................ 8
SECTION 20.05. Transfer, Exchange and Payment of 2001 Series B Bonds ........... 8
SECTION 20.06. Special Covenants as to Book-Entry Only System for 2001
SeriesB Bonds............................................................................... 8
SECTION 20.07. Compliance with 2001 Series B Continuing Disclosure
Agreement..................................................................................... 10
ARTICLE XXI ISSUANCE OF BONDS ............................................................................... 10
SECTION 21.01. Procedure for the Issuance of 2001 Series B Bonds.................... 10
SECTION 21.02. 2001 Series B Project Fund.......................................................... 1 I
SECTION 21.03. Creation of Sinking Accounts for the 2001 Series B Term
Bonds........................................................................................... 11
SECTION 21.04. Tax Covenants.............................................................................. 12
ARTICLE XXII REDEMPTION OF BONDS......................................................................... 12
SECTION 22.01. Extraordinary Redemption........................................................... 12
SECTION 22.02. Optional Redemption................................................................... 12
SECTION 22.03. Mandatory Sinking Fund Redemption......................................... 12
SECTION 22.04. Effect of Redemption................................................................... 13
ARTICLE XXIII MUNICIPAL BOND INSURANCE; 2001 SERIES B RESERVE
FACILITY.................:.................................................................................... 13
SECTION 23.01. Concerning the 2001 Series B Bond Insurer................................ 13
SECTION 23.02. Payments Under the 2001 Series B Bond Insurance Policy........ 15
SECTION 23.03. 2001 Series B Bond Insurer Default............................................ 16
SECTION 23.04. Provisions Relating to the 2001 Series B Reserve Facility.......... 16
ARTICLE XXIV MISCELLANEOUS PROVISIONS.............................................................. 17
SECTION 24.01. 2001 Series B Bond Insurer.......................................................... 17
SECTION 24.02. Validity of Supplement................................................................ 17
-i-
.4
TABLE OF CONTENTS
(continued)
Page
SECTION 24.03. Terms of 2001 Series B Bonds Subject to the Trust
Agreement.................................................................................... 17
SECTION 24.04. Assignment Acknowledged......................................................... 17
SECTION 24.05. Effective Date of Second Supplemental Trust Agreement.......... 17
SECTION 24.06. Execution in Counterparts............................................................ 17
-ii-
THIS SECOND SUPPLEMENTAL TRUST AGREEMENT dated as of March 1,
2001, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING
AUTHORITY (the "Authority"), a joint exercise of powers authority, duly organized and validly
existing pursuant to an Agreement entitled "County of Contra Costa Public Financing Authority
Joint Exercise of Powers Agreement"by and between the County of Contra Costa and the Contra
Costa County Redevelopment Agency, and STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A., a national banking association organized and existing under and by
virtue of the laws of the United States of America, as successor trustee (together with any
successor thereto, the "Trustee"), being supplemental to the trust agreement dated as of
February 1, 1999, by and between U.S. Bank Trust National Association, as predecessor trustee
and the Authority;
WITNESSETH:
WHEREAS, the County of Contra Costa (the "County") has leased certain real
property (as further defined herein, the "Facilities") to the Authority pursuant to a Master Site
Lease, dated as of February 1, 1999 (together with amendments from time to time thereto, called
the "Site Lease");
WHEREAS, the County and the Authority have entered into a Second
Amendment to Master Site Lease, dated as of March 1, 2001 (herein called the "Second
Amendment to Master Site Lease"), to amend the Site Lease in certain respects and to lease to
the Authority certain additional real property;
WHEREAS, the Authority is leasing certain Facilities to the County pursuant to a
Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended, including as
amended by the Second Amendment to Facility .Lease, dated as of March 1, 2001 (herein,
together with other amendments thereto, collectively called the "Facility Lease");
WHEREAS, the U.S. Bank Trust National Association, as original and
predecessor to the Trustee, and the Authority have heretofore executed the Trust Agreement,
dated as of February 1, 1999, as supplemented, including as supplemented by this Second
Supplemental Trust Agreement dated as of March 1, 2001 (herein, together with other
supplements thereto, collectively called the "Trust Agreement");
WHEREAS, heretofore the Authority has issued pursuant to the Trust Agreement
$74,685,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various
Capital Projects), 1999 Series A (the "1999 Series ABonds"), and $18,030,000 County of
Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001
Series A (the "2001 Series A Bonds"), to acquire the leasehold in the Facilities and to assist the
County in financing and refinancing various capital projects (as further defined herein, the
"Project");
WHEREAS, under the Facility Lease, the County is obligated to make base rental
payments to the Authority for the lease of the Facilities;
DOCSSr 1:5045;1.1
40511.119 MAC
a
WHEREAS, all rights to receive such base rental payments have been pledged
without recourse by the Authority to the Trustee pursuant to the Trust Agreement;
WHEREAS, the Authority may at any time, with the consent of the Bond Insurer,
issue Additional Bonds payable from, and secured by a pledge of and lien upon, the Revenues, as
provided in Section 3.03 of the Trust Agreement, provided that the proceeds of such Additional
Bonds be applied to, among other things, the acquisition (by purchase or lease) of facilities to be
added to the Facilities or the refunding of any Bonds then Outstanding;
WHEREAS, in order to provide funds for the Project, the County has requested
that the Authority issue the 2001 Series B Bonds (hereinafter defined) and acquire a leasehold
interest in certain additional facilities and lease the same back to the County;
WHEREAS, under the Second Amendment to Facility Lease, the County is
obligated to pay increased base rental payments to the Authority;
WHEREAS, in consideration of such increased base rental payments and other
adequate consideration, the Authority has agreed to issue bonds entitled "County of Contra Costa
Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the
"2001 Series B Bonds"), .in the aggregate principal amount of $ , to provide
additional funds for the Project and to acquire a leasehold interest in such additional facilities,
and in connection therewith the Authority and the County have provided for the amendment of
the Site Lease and the Facility Lease;
WHEREAS, the 2001 Series B Bonds are payable from Revenues on a parity
basis with_ the 1999 Series B Bonds and the 2001 Series B Bonds and any Additional Bonds
hereafter issued by the Authority under the Trust Agreement; and
WHEREAS, all acts and proceedings required by law necessary to make the 2001
Series B Bonds, when executed by the Authority, authenticated and delivered by the Trustee and
duly issued, the valid, binding and legal obligations of the Authority payable in accordance with
their terms, and to constitute the Trust Agreement a valid and binding agreement of the parties
hereto for the uses and purposes herein set forth in accordance with its terms, have been done
and taken, and the execution and delivery of this Second Supplemental Trust Agreement have
been in all respects duly authorized;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL TRUST
AGREEMENT WITNESSETH, that in order to secure the full and timely payment of the
principal of, premium, if any, and the interest on all Bonds at any time issued and outstanding
under the Trust Agreement, according to their tenor, and to secure the performance and
observance of all the covenants and conditions therein and herein set forth, and to declare the
terms and conditions upon and subject to which the Bonds are to be issued and received, and in
consideration of the premises and of the mutual covenants herein contained and of the purchase
and acceptance of the Bonds by the holders thereof, and for other valuable considerations, the
receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the
Trustee, for the benefit of the respective holders from time to time of the Bonds, as follows:
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40511-119 NLkC 2
ARTICLE XIX
DEFINITIONS; EQUAL SECURITY
SECTION 19.01. Additional Definitions. Unless the context otherwise
requires, the terms defined in this Section shall for all purposes of the Trust Agreement and of
any amendment hereof or supplement hereto 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 and to the extent the definitions in this Section differ from the definitions of such
terms contained in Section 1.01 of the Trust Agreement, the definitions in this.Section shall
control and the definitions in Section 1.01 shall be amended accordingly. Capitalized terms not
otherwise defined herein shall have the meaning assigned to such terms in the Facility Lease.
Bond Insurance Policy
The term "Bond Insurance Policy" means the insurance policy issued by the 2001
Series B Bond Insurer guaranteeing the scheduled payment of principal of and interest on the
2001 Series B Bonds when due.
Facility Lease
The term "Facility Lease" means that certain lease, entitled "Facility Lease
(Various Capital Projects)," by and between the Authority and the County, dated as of
February 1, 1999, which lease or a memorandum thereof was recorded in the office of the
County Recorder of the County on March 4, 1999 under Recorder's Serial No. 99-0059812, 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, including the Second Amendment to
Facility Lease.
Martinez Health Center
The term "Martinez Health Center" means the County ambulatory care facilities
containing approximately 60,700 square feet located on the Contra Costa Regional Medical
Center Campus.
Medical Lab Propel
The term "Medical Lab Property" refers to the County clinical/public health
laboratory, a two story building located on the Contra Costa County Medical Center campus,
2500 Alhambra Avenue, Martinez and referred to as such in the Second Amendment to Master
Site Lease.
Second Amendment to Facility Lease
The term "Second Amendment- to Facility Lease" means that certain lease and
instrument, entitled "Second Amendment to Facility Lease," by and between the Authority and
DCCSSF 1:504551.1
40511.119 N4AC 3
t
the County, dated as of March 1, 2001, which instrument or a memorandum thereof was
recorded in the office of the County Recorder of the County on , 2001 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.
Second Amendment to Master Site Lease
The term "Second Amendment to Master Site Lease" means that certain lease and
instrument, entitled "Second Amendment to Master Site Lease," by and between the County and
the Authority, dated as of March 1, 2001, which instrument or a memorandum thereof was
recorded in the office of the County Recorder of the County on , 2001 under
Recorder's Serial Number , as originally executed and recorded or as it may from
time to time be supplemented, modified or amended pursuant to the provisions hereof and
thereof.
Second Supplemental Trust Agreement
The term "Second Supplemental Trust Agreement" means this Second
Supplemental Trust Agreement, dated as of March 1, 2001, by and between the Trustee and the
Authority, executed and delivered in accordance with the Trust Agreement and which is
supplemental to the Trust Agreement.
Site Lease
The term "Site Lease" means that certain lease, entitled "Master Site Lease," by
and between the County and the Authority, dated as of February 1, 1999, which lease or a
memorandum thereof was recorded in the office of the County Recorder of the County on
March 4, 1999 under Recorder's Serial Number 99-0059811, 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 including the Second Amendment to Master Site Lease.
2001 Costs of Issuance Fund
The term "2001 Costs of Issuance Fund" means the fund by that name established
pursuant to Section 21.01 of this Second Supplemental Trust Agreement.
2001 B Facilities
The term "2001 B Facilities"means additional Facilities consisting of the Medical
Lab Property, including all landscaping, improvements, equipment and appurtenant and related
facilities.
2001 Series B Bond Insurer
The term "2001 Series B Bond Insurer" means ,
or any successor thereto or assignee thereof.
DCCSSF1:504551.1
40511-119 MAC 4
2001 Series B Bonds
The term "2001 Series B Bonds" means the bonds issued by the Authority under
and pursuant to the Trust Agreement and this Second Supplemental Trust Agreement, the
proceeds of which will be applied to the acquisition, construction and equipping of the Project,
including the 2001 Series B Project and to the payment of costs related thereto.
2001 Series B Continuing Disclosure Agreement
The term "2001 Series B Continuing Disclosure Agreement" means that certain
Continuing Disclosure Agreement among the County and the Trustee dated the date of issuance
of the 2001 Series B Bonds, as originally executed and as it may be amended from time to time
in accordance with the terms thereof.
2001 Series B Financial Guaranty Agreement
The term "2001 Series B Financial Guaranty Agreement" means the Financial
Guaranty Agreement, dated the date of issuance of the 2001 Series B Bonds, between the
Authority and the 2001 Series B Reserve Facility Provider.
2001 Series B Pro-ject
The term "2001 Series B Project" means the Subsequent Phase of the Project
financed with the proceeds of the 2001 Series B Bonds and includes the capital improvements
listed on Exhibit B hereto, as the same may be changed by notice to the Trustee.
2001 Series B Pro-ject Fund
The term "2001 Series B Project Fund" means the fund of that name created
pursuant to Section 21.02.
2001 Series B Reserve Facility
The term "2001 Series B Reserve Facility" means the surety bond, effective as of
the date of issuance of the 2001 Series B Reserve Facility Provider.
2001 Series B Reserve Facility Provider
The terms "2001 Series B Reserve Facility Provider" means ,
as issuer of the 2001 Series B Reserve Facility.
DCCSSF1:504551.1
40511.119 MAC 5
ARTICLE XX
THE BONDS
SECTION 20.01. Authorization of 2001 Series B Bonds.
(a) A third Series of Bonds is hereby created and designated "County of Contra
Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series
B." The aggregate principal amount of 2001 Series B Bonds which may be issued and
Outstanding under this Second Supplemental Trust Agreement shall not exceed
$ The 2001 Series B Bonds shall be payable from the Revenues and secured by
a pledge of and charge and lien upon the Revenues equal to the pledge, charge and lien securing
the Outstanding Bonds. The 2001 Series B Bonds are issued in accordance with Article III.
(b) The Authority has reviewed all proceedings heretofore taken relative to the
authorization of the 2001 Series B Bonds and has found, as a result of such review, and hereby
finds and determines that all acts, conditions and things required by law to exist, to have
happened and to have been performed precedent to and in the issuance of the 2001 Series B
Bonds do exist, have happened and have been performed in due time, form and manner as
required by law, and that the Authority is now duly authorized, pursuant to each and every
requirement of the Act, to issue the 2001 Series B Bonds in the form and manner provided herein
for the purpose of providing fiends to finance and refinance the Project, including the 2001 Series
B Project, and that the 2001 Series B Bonds shall be entitled to the benefit, protection and
security of the provisions hereof.
(c) The validity of the issuance of the 2001 Series B Bonds shall not be dependent
on or affected in any way by the proceedings taken by the Authority for the finance and
refinancing of the Project or by any contracts made by the Authority or its agents in connection
therewith, and shall not be dependent upon the performance by any person, firm or corporation
of his or its obligation with respect thereto. The 2001 Series B Bonds shall be deemed to be
issued, within the meaning hereof, whenever the definitive 2001 Series B Bonds (or any
temporary 2001 Series B Bonds exchangeable therefor) shall have been delivered to the
purchaser thereof and the proceeds of sale thereof received.
SECTION 20.02. Terms of the 2001 Series B Bonds.
(a) The 2001 Series B Bonds shall be issued in the aggregate.principal amount of
$ . The 2001;Series B Bonds shall be dated as of March 1, 2001, shall be issued
only in fully registered form in Authorized Denominations (not exceeding the principal amount
of 2001 Series B Bonds maturing at any one time), and shall mature iri the years and in the
principal amounts and bear interest at the rates as set forth in the following schedule, subject to
prior redemption as described in Article VI hereof-
DOCSSF 1:504551.1
40511.119 NLNC 6
County of Contra Costa Public Financing Authority
Lease Revenue Bonds (Various Capital Projects),
2001 Series B
Maturity Date
June 1 Principal Amount Interest Rate
$
*Term Bond
The 2001 Series B Bonds shall bear interest at the rates.set forth above, payable
commencing 1, 2001, and semiannually thereafter. on June 1 and December 1 in each
year. The 2001 Series B Bonds shall bear interest from the Interest Payment Date next preceding
the date of authentication thereof, unless such date of authentication is an Interest Payment Date,
in which event they shall bear interest from such date, or unless such date of authentication is
prior to the Record Date for the first Interest Payment Date, in which event they shall bear
interest from their dated date. The amount of interest-so payable on any Interest Payment Date
shall be computed on the basis of a 360-day year consisting of twelve 30-day months:
(b) Payment of interest on the 2001 Series B Bonds due on or before the maturity
or prior redemption thereof shall be paid by check mailed by first class mail on each Interest
Payment Date to the person in whose name the Bond is registered as of the applicable Record
Date for such Interest Payment Date at the address shown on the registration books maintained
by the Trustee pursuant to Section 2.07; provided, however, that interest on the 2001 Series B
Bonds shall be paid by wire transfer or other means to provide immediately available funds to
any Owner of at least $1,000,000 in aggregate principal amount of such Series of Bonds, at its
option, to an account within the United States of America according to wire instructions given to
the Trustee in writing for such purpose and on file as of the applicable Record Date preceding
the Interest Payment Date in accordance with Section 2.02 of the Trust Agreement.
SECTION 20.03. Form of 2001 Series B Bonds. The 2001 Series B Bonds
and the authentication and registration endorsement and assignment to appear thereon shall be
substantially in the forms set forth in Exhibit A hereto attached and by this reference herein
incorporated.
DOCSSF1:504551.1
40511-119 NIAC . 7
e
SECTION 20.04. Execution of 2001 Series B Bonds. The Chair or the
Executive Director of the Authority. is hereby authorized and directed to execute each of the
2001 Series B Bonds on behalf of the Authority and the Secretary or Assistant Secretary of the
Authority is hereby authorized and directed to countersign each of the 2001 Series B Bonds on
behalf of the Authority. The signatures of such officers may be by printed, lithographed or
engraved by facsimile reproduction. In case any officer whose signature appears on the 2001
Series B Bonds shall cease to be such officer before the delivery of the 2001 Series B Bonds to
the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as
if such officer had remained in office until such delivery of the 2001 Series B Bonds.
Only those 2001 Series B Bonds bearing thereon a certificate of authentication in
the form hereinbefore recited, executed manually and dated by the Trustee, shall be entitled to
any benefit, protection or security hereunder or be valid or obligatory for any purpose, and such
certificate of the Trustee shall be conclusive evidence that the 2001 Series B Bonds so
authenticated have been duly authorized, executed, issued and delivered hereunder and are
entitled to the benefit, protection and security hereof.
SECTION 20.05. Transfer. Exchange and Payment of 2001 Series B Bonds.
Any 2001 Series B Bond may, in accordance with its terms, be transferred, paid or exchanged as
provided in Section 2.05 through Section 2.08, inclusive.
SECTION 20.06. Special Covenants as to Book-Entry Only ystem for 2001
Series B Bonds.
(a) Except as otherwise provided in subsections (b) and (c) of this Section 20.06,
all of the 2001 Series B Bonds initially issued shall be registered in the name of Cede & Co., as
nominee for DTC, or such other nominee as DTC shall request pursuant to the Representation
Letter. Payment of the interest on any 2001 Series B Bond registered in the name of Cede & Co.
shall be made on each Interest Payment Date for such 2001 Series B Bonds to.the account, in the
manner and at the address indicated in or pursuant to the Representation Letter.
(b) The 2001 Series B Bonds initially shall be issued in the form of a single
authenticated fully registered bond for each stated maturity of such 2001 -Series B Bonds,
representing the aggregate principal amount of the 2001 Series B Bonds of such maturity. Upon
initial issuance, the ownership of all such 2001 Series B Bonds 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
Representation Letter. The Trustee, the Authority and any paying agent may treat DTC (or its
nominee) as the sole and exclusive owner of the 2001 Series B Bonds registered in its name for
the purposes of payment of the principal or redemption price of and interest on such 2001 Series
B Bonds, selecting the 2001 Series B Bonds or portions thereof to be redeemed, giving any
notice permitted or required to be given to Bondholders hereunder,.registering the transfer of
2001 Series B Bonds, obtaining any consent or other action to be taken by Bondholders of the
2001 Series B Bonds and for all other purposes whatsoever; and neither the Trustee nor the
Authority or anypaying agent shall be affected by any notice to the contrary. Neither the
Trustee nor the Authority or any paying agent shall have any responsibility or obligation to any
"Participant" (which shall mean, for purposes of this Section 20.06, securities brokers and
DOCSSF 1:504551.1
40511-119 MAC 8
r
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 2001 Series B
Bonds under or through DTC or any Participant, or any other person which is not shown on the
registration records as being a Bondholder, with respect to (i) the accuracy of any records
maintained by DTC or any Participant, (11) the payment by DTC or any Participant of any
amount in respect of the principal or redemption price of or interest on the 2001 Series B Bonds,
(iii) any notice which is permitted or required to be given to Bondholders of 2001 Series B
Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment
in the event of a partial redemption of the 2001 Series B Bonds, or (v) any consent given or other
action taken by DTC as Bondholder of 2001 Series B Bonds. The Trustee shall pay all principal
of and premium, if any, and interest on the 2001 Series B Bonds only at the times, to the
accounts, at the addresses and otherwise in accordance with the Representation Letter, and all
such payments shall be valid and effective to satisfy fully and discharge the Authority's
obligations with respect to the payment of the principal of and premium, if any, and interest on
the 2001 Series B Bonds to the extent of the sum or sums so paid. 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 2001 Series B Bonds will be transferable to such new
nominee in accordance with subsection (e) of this Section 20.06.
(c) In the event that the Authority determines that the 2001 Series B Bonds
should not be maintained in book-entry form, the Trustee shall, upon the written instruction of
the Authority, so notify DTC, whereupon DTC shall notify the Participants of the availability
through DTC of bond certificates. In such event, the 2001 Series B Bonds will be transferable in
accordance with subsection (e) of this Section 20.06. DTC may determine to discontinue
providing its services with respect to the 2001 Series B Bonds or a portion thereof, at any time
by giving written notice of such discontinuance to the Authority or the Trustee and discharging
its responsibilities with respect thereto under applicable law. In such event, the 2001 Series B
Bonds will be transferable in accordance with subsection(e) of this Section 20.06. If at any time
DTC shall no longer be registered or in good standing under the Securities Exchange Act or
other applicable statute or regulation and a successor securities depository is not appointed by the
Authority within 90 days after the Authority receives notice or becomes aware of such condition,
as the case may be, then this Section 20.06 shall no longer be applicable and the Authority shall
execute and the Trustee shall authenticate and deliver certificates representing the 2001 Series B.
Bonds as provided below. Whenever DTC requests the Authority and the Trustee to do so, the
Trustee and the Authority 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 2001 Series B Bonds then Outstanding. In such event,the 2001 Series B Bonds
will be transferable to such securities depository in accordance with subsection (e) of this Section
20.06, and thereafter, all references in this Second Supplemental 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 Second Supplemental Trust
Agreement to the contrary, so long as all 2001 Series B Bonds Outstanding are registered in the
name of any nominee of DTC, all payments with respect to the principal of and premium, if any,
and interest on each such 2001 Series B Bond and all notices with respect to each such 2001
DCCSSF1:504551.1
40511-119 MAC .9
Series B Bond shall be made and given, respectively, to DTC as provided in or pursuant to the
Representation Letter.
(e) In the event that any transfer or exchange of 2001 Series B Bonds is
authorized under subsection (b) or (c) of this Section 20.06, such transfer or exchange shall be
accomplished upon receipt by the Trustee from the registered owner thereof of the 2001 Series B
Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted
transferee, all in accordance with the applicable provisions of Sections 2.05 and 2.06. In the
event 2001 Series B Bond certificates are issued to Bondholders other than Cede & Co., its
successor as nominee for DTC as holder of all the 2001 Series B Bonds, another securities
depository as holder of all the 2001 Series B Bonds, or the nominee of such successor securities
depository, the provisions of Sections 2.05 and 2.06 shall also apply to, among other things, the
registration, exchange and transfer of the 2001 Series B Bonds and the method of payment of
principal of, premium, if any, and interest on the 2001 Series.B Bonds.
SECTION 20.07. Compliance with 2001 Series B Continuing Disclosure
Agreement. Pursuant to Section 8.08 of the Facility Lease, the County has undertaken all
responsibility for compliance with continuing disclosure requirements, and the Authority shall
have no liability to the Owners'of the Bonds or any other person with respect to S.E.C. Rule
15c2-12. The County has agreed that so long as it shall act as the Dissemination Agent under the
2001 Series B Continuing Disclosure Agreement, it will perform all of the provisions thereof to
be performed by the Dissemination Agent. Notwithstanding any other provision of this Trust
Agreement, failure of the County to comply with the Continuing Disclosure Agreement shall not
be considered an Event of Default; however, any Bondholder or Beneficial Owner may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance
by court order, to cause the County to comply with its obligations under Section 8.08 of the
Facility Lease or under this Section 20.07. For purposes of this Section, `Beneficial Owner"
means any person which has or shares the power, directly or indirectly, to make investment
decisions concerning ownership of any Bonds (including persons holding Bonds through
nominees, depositories or other intermediaries)."
ARTICLE XXI
ISSUANCE OF BONDS
SECTION 21.01. Procedure for the Issuance of 2001 Series B Bonds. At any
time after the sale of the 2001 Series B Bonds in accordance with the Act, the Authority shall
execute the 2001 Series B Bonds for issuance hereunder and shall deliver them to the Trustee,
and thereupon the 2001 Series B Bonds shall be authenticated and delivered by the Trustee to the
purchaser thereof upon the Written Request of the Authority and upon receipt of payment
therefor from the purchaser thereof. Upon receipt of payment for the 2001 Series B Bonds from
the purchaser thereof [(other than the portion of such purchase price to be paid directly to the
2001 Series B Bond Insurer as the premium for the Bond Insurance Policy ($ ) and
2001 Series B Reserve Facility ($ ))j the Trustee shall, unless otherwise instructed
by the Authority, transfer or deposit the proceeds received from such sale to the following
DCCSSF1:504551.1
40511-119 MAC 10
respective parties or to the following respective accounts. or funds, in the following order of
priority:
(i) deposit in the Interest Account created pursuant to Section
5.03 the amount of$ , which is equal to interest accrued on the 2001 Series B
Bonds from their dated date to the date of issuance thereof,
(ii) deposit the amount of $ in the 2001 Series B
Costs of Issuance Fund, which fund is hereby created and which fund the Trustee hereby
covenants and agrees to maintain. All money in the Costs of Issuance Fund shall be used
and withdrawn by the Trustee to pay the Costs of Issuance of the 2001 Series B Bonds
upon receipt of a Written Request of the Authority.in the form attached hereto as
Exhibit C, filed with the Trustee, each of which shall be sequentially numbered and shall
state the person(s) to whom payment is to be made, the amount(s) to be paid, the
purpose(s) for which the obligation(s) was incurred and that such payment is a proper
charge against said fund. On October 1, 2001, or upon the earlier Written Request of the
Authority, any remaining balance in the 2001 Series B Costs of Issuance Fund shall be
transferred to the 2001 Series B Project Fund and the 2001 Series B Costs of Issuance
Fund shall be closed; and
(iii) deposit the balance of such proceeds (namely the amount of
$ ) in the 2001 Series B Project Fund.
SECTION 21.02. 2001 Series B Project Fund. The Trustee hereby agrees to
establish and maintain so long as any 2001 Series B Bonds are Outstanding the 2001 Series B
Project Fund (the "2001 Series B Project Fund") (the initial payment into which is provided for
in Section 21.01). The moneys in'the 2001 Series B Project Fund shall be disbursed by the
Trustee upon the Written Request of the County in the form attached hereto as Exhibit D, for the
payment of costs relating to the financing of the 2001 Series B Project, including interest on the
2001 Series B Bonds.
SECTION 21.03. Creation of Sinking Accounts for the 2001 Series B Term
Bonds. The Trustee shall establish and maintain within the Principal Account separate Sinking
Accounts for the 2001 Series B Term Bonds maturing on June 1, and June 1, . Subject
to the terms and conditions set forth in this Section and Section 22.03, the 2001 Series B Term
Bonds maturing on June 1, and June 1, shall be redeemed (or paid at maturity, as the
case may be) by application of mandatory sinking account payments in the amounts and upon the
dates as follows:
2001 Series B Term Bond Sinking Account for. Maturity
Mandatory Sinking Account Mandatory Sinking
Payment Date (June 1) Account Payments
[to come] $
2001 Series B Term Bond Sinking Account for Matudw
DCCSSF 1:504551.1
40511-119 N AC 11
Mandatory Sinking Account Mandatory Sinking
Payment Date (June 1) Account Payments
[to come] $
SECTION 21.04. Tax Covenants The provisions of Section 6.03 are
applicable to the 2001 Series B Bonds, the interest on which is intended by the.Authority to be
excluded from gross income of the Owner thereof for federal income tax purposes.
ARTICLE XXII
REDEMPTION OF BONDS
SECTION 22.01. Extraordinary Redemption. The 2001 Series B Bonds are
subject to redemption by the Authority on any date prior to their respective stated maturities,
upon notice as hereinafter provided, as a whole or in part by lot within each stated maturity in
integral multiples of Authorized Denominations, from prepayments made by the County
pursuant to Section 7.02 of the Facility Lease, at a redemption price equal to the sum of the
principal amount thereof, without premium, plus accrued interest thereon to the Redemption
Date. Whenever less than all of the Outstanding Bonds are to be redeemed on any one date, the
Trustee shall select, in accordance with written directions from the Authority, the Bonds to be
redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of
and interest on Bonds which shall be.payable after such Redemption Date shall be as nearly
proportional as practicable to the aggregate annual principal amount of and interest on Bonds
Outstanding prior to such Redemption Date.
SECTION 22.02. Optional Redemption. The 2001 Series B Bonds maturing
on or prior to June 1, , are not subject to optional redemption. The 2001 Series B Bonds
maturing on or after June 1, are subject to redemption prior to their respective stated
maturities at the written direction of the Authority, from any moneys deposited by the Authority
or the County, as a whole or in part on any date (in such maturities as are designated in writing
by the Authority to the Trustee) on or after June 1, , at the following redemption prices
(expressed as percentages of the principal amount of 2001 Series B Bonds called for
redemption), together with accrued interest to the date fixed for redemption:
Redemption Period
(dates inclusive) Redemption Price
June 1, through May 31, _%
June 1, thereafter
SECTION 22.03. Mandatory Sinking-Fund Redemption. The 2001 Series B
Bonds maturing on June 1, and June 1, , upon notice as hereinafter provided, shall also
be subject to mandatory sinking fund redemption prior to maturity, in part on June 1 of each year
on and after June 1, and June 1, , respectively, by lot, from and in the amount of the
mandatory sinking account payments set forth in Section 21.03 at a redemption price equal to the
DCCSSF1:504551.1
40511.119 MAC 12
sum of the principal amount thereof plus accrued interest thereon to the redemption date, without
premium.
SECTION 22.04. Effect of Redemption. All 2001 Series B Bonds redeemed
pursuant to the provisions of this Article and Article IV shall be cancelled by the Trustee and
shall be destroyed with a certificate of destruction furnished to the Authority upon its request and
shall not be reissued.
ARTICLE XXIII
MUNICIPAL BOND INSURANCE; 2001 SERIES B RESERVE FACILITY
SECTION 23.01. Concerning the 2001 Series B Bond Insurer.
Notwithstanding any other provision hereof, so long as the 2001 Series B Bond Insurance Policy
shall be in full force and effect, the Authority and the Trustee hereby agree to comply with the
following provisions:
(a) The 2001 Series B Bond Insurer shall be deemed to be the sole Owner of the
2001 Series B Bonds for the purpose of exercising any voting right or privilege or giving any
consent or direction or taking any other action that the Owners of the 2001 Series B Bonds are
entitled to take pursuant to Article VII and Article VIII hereof. The 2001 Series B Bond Insurer
shall have the exclusive right to initiate or direct proceedings upon an Event of Default and shall
be entitled to request the Trustee to intervene in judicial proceedings that affect the 2001
Series B Bonds or the security therefor; provided that the Trustee shall have the right in its sole
discretion to commence an action to enforce the payment of its fees and expenses hereunder.
Bondholder's direction or institution of remedies upon an Event of Default shall be subject to the
prior written consent of the 2001 Series B Bond Insurer.
(b) Copies of any modification or amendment to the Trust Agreement or the
Facility Lease, shall be sent by the Authority to the 2001 Series B Bond Insurer, S&P and
Moody's prior to the effective date thereof or as soon as practical thereafter.
(c) The 2001 Series B Bond Insurer shall, to the extent it makes any payment of
principal of or interest on the Insured 2001 Series B Bonds, become subrogated to the rights of
the recipients of such payments in accordance with the terms of the 2001 Series B Bond
Insurance Policy.
(d) The 2001 Series B Bond Insurer shall have the right to advance any payment
required to be made by the County or the Authority in order to prevent an Event of Default under
the Trust Agreement and the Trustee shall be required to accept such advance. The Authority
shall be required to reimburse the 2001 Series B Bond Insurer for any such advance.
(e) The rights granted under the Trust Agreement and the Facility Lease to the
2001 Series B Bond Insurer to request, consent to or direct any action are rights granted to the
2001 Series B Bond Insurer in consideration of its issuance of the 2001 Series B Bond Insurance
Policy. Any exercise by the 2001 Series B Bond Insurer of such rights is merely an exercise of
the 2001 Series B Bond Insurer's contractual rights and shall not be construed or deemed to be
DC CSSP 1:504551.1
40511-119 MAC 13
taken for the benefit or on behalf of the 2001 Series B Bondowners, nor does such action
evidence any position of the 2001 Series B Bond Insurer, positive or negative, as to whether
2001 Series B Bondowners' consent is required in addition to consent of the 2001 Series B Bond
Insurer.
(f) Amounts paid by the 2001 Series B Bond Insurer under the 2001 Series B
Bond Insurance Policy shall not be deemed paid for purposes of the Trust Agreement and the
2001 Series B Bonds relating to such amounts shall remain Outstanding and continue to be due
and owing until paid in accordance with the Trust Agreement. The Trust Agreement shall not be
discharged unless all amounts due or to become due to the 2001 Series B Bond.Insurer have been
paid in full.
(g) The 2001 Series B Bond Insurer shall be provided by the Authority or the
Trustee (with respect to items (i) through (iv) and item (vii) only) with the following
information:
(i) Notice of any draw upon, or deficiency due to market fluctuation
in the amount on deposit in, the Reserve Fund within two Business Days after knowledge thereof
other than (i) withdrawals of amounts in excess of the Reserve Fund Requirement and
(ii) withdrawals in connection with a refunding of 2001 Series B Bonds;
(ii) Notice of any failure of the Authority to make any required deposit
into the Revenue Fund within two Business Days of knowledge thereof, notice of any other
Event of Default known to the Trustee within five Business Days after knowledge thereof;
(iii) Prior notice of the advance refunding or redemption of any of the
2001 Series B Bonds, including the principal amount, maturities and CUSIP numbers thereof-,
(iv) Notice of the resignation or removal of the Trustee and the
appointment of, and acceptance of duties by, any successor thereto;
(v) A full original transcript of all proceedings relating to the
execution of any amendment or supplement to the Trust Agreement;
(vi) All reports, notices and correspondence to be delivered under the
terms of the Second Supplemental Trust Agreement and, on an annual basis, copies of the
audited financial statements and annual budget of the Authority; and
(vii) If the Trustee has notice that any Bondholder has been required to
disgorge payments of principal or interest on the 2001 Series B Bonds to a trustee in bankruptcy
or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such
payment constitutes an avoidable preference to such Bondholder within the.meaning of any
applicable bankruptcy laws, then the Trustee shall notify the 2001 Series B Bond Insurer or its
designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or
certified mail.
DCCSSF 1:504551.1
10511-119 MAC 14
(viii) Such additional information as the 2001 Series B Bond Insurer
from time to time may reasonably request.
(h) The 2001 Series B Bond Insurer shall have the right to give notice of an Event
of Default.
SECTION 23.02. Payments Under the 2001 Series B Bond Insurance Policy.
Notwithstanding any other provision-hereof, so long as the 2001 Series B Bond Insurance Policy
shall be in full force and effect, the Authority and the Trustee hereby agree to comply with the
following provisions:
(a) If, on the second Business Day, and again on the Business Day, prior to the
interest payment date or principal payment date or the date to which Bond maturity has been
accelerated ("Payment Date") there is not on deposit with the Trustee, after making all transfers
and deposits required under the Trust Agreement, moneys sufficient to pay the principal of and
interest on the 2001 Series B Bonds due on such Payment Date, the Trustee shall give notice to
the 2001 Series B Bond Insurer and to the Insurance Paying Agent (hereinafter defined) by
telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of
such deficiency on such Business Day. If such deficiency is made up in whole or in part prior to
or on the Payment Date, the Trustee shall so notify the 2001 Series B Bond- Insurer and the
Insurance Paying Agent. If, on the Business Day prior to the related Payment Date, there
continues to be a deficiency in the amount available to pay the principal of and interest on the
2001 Series B Bonds due on such Payment Date, the Trustee shall make a claim under the 2001
Series B Bond Insurance Policy and give notice to the 2001 Series B Bond Insurer. and the
Insurance Paying Agent (if any) by telephone of the amount of such deficiency, and the
allocation of such deficiency.
(b) The Trustee is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for Bondholders as follows:
(i) If and to the extent there is a deficiency in amounts required to pay
interest on the 2001 Series B Bonds, the Trustee shall (a) execute and deliver to State Street
Bank and Trust Company, N.A., or its successors under the 2001 Series B Bond Insurance Policy
(the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an
instrument appointing the 2001 Series B Bond Insurer as agent for such Bondholders in any legal
proceeding related to the payment of such interest and an assignee to the 2001 Series B Bond
Insurer of the claims for interest to which such deficiency relates and which are paid by the 2001
Series B Bond Insurer, (b) receive as designee of the respective Bondholders (and-not as Trustee)
in accordance with the tenor of the 2001 Series B Bond Insurance Policy payment from the
Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the
same to such respective Bondholders, and
(ii) If and to the extent of a deficiency in amounts required to pay
principal of the 2001 Series B Bonds, the Trustee shall (a) execute and deliver to the Insurance
Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the
2001 Series B Bond Insurer as agent for such.Bondholders in any legal'proceeding relating to the
payment of such principal and an assignment to the Bond Insurer of any of the 2001 Series B
DOCssr 1:504551.1
40511.119 MAC 15
Bonds surrendered to the Insurance Paying Agent or so much.of the principal amount thereof as
has not previously been paid or for which moneys are not held by the Trustee and available for
such payment (but such assignment shall be delivered only if payment from the Insurance Paying
Agent is received), (b) receive as designee of the respective Bondholders (and not as Trustee) in
accordance with the tenor of the 2001 Series B Bond Insurance Policy payment therefor from the
Insurance Paying Agent, and (c) disburse the same to such Bondholders.
(c) The Trustee shall keep a complete and accurate record of all funds deposited
by the 2001 Series B Bond Insurer and Insurance Paying Agent and the allocation of such funds
to payment of interest and principal in respect of any 2001 Series B Bonds. The 2001 Series B
Bond Insurer shall have the right to inspect such records at reasonable times upon one Business
Day's prior notice to the Trustee.
SECTION 23.03. 2001 Series B Bond Insurer Default. Rights of the 2001
Series B Bond Insurer to direct or consent to actions under the Trust Agreement or the Facility
Lease shall be suspended during any period in which the 2001 Series B Bond Insurer is in default
in its payment obligations under the 2001 Series B Bond Insurance Policy (except to the extent
of amounts previously paid by the 2001 Series B Bond Insurer and due and owing to the 2001
Series B Bond Insurer) and shall be of no force or effect in the event the. 2001 Series B Bond
Insurance Policy is no longer in effect or the 2061 Series B Bond Insurer asserts that the 2001
Series B Bond Insurance Policy is not in effect.
SECTION 23.04. Provisions Relating to the 2001 Series B Reserve Facility.
(a) In the event it is necessary to draw on the 2001 Series B Reserve Facility to
pay the principal of or interest on the 2001 Series B Bonds, the Trustee shall deliver a Demand
for Payment (in the form attached to the 2001 Series B Reserve Facility) at least three days prior
to the date on which funds will be required to make such payment.
(b) The Trustee shall pay to the 2001 Series B Reserve Facility Provider the
amount.necessary to pay all accrued and unpaid interest on amounts drawn under the 2001 Series
B Reserve Facility from Revenues.
(c) Before the Trust Agreement can be discharged and terminated under Section
10.01, the 2001 Series B Reserve Facility Provider must be paid all amounts owed to it under the
terms of the [2001 Series B Financial Guaranty Agreement].
(d) The Trustee shall be responsible for maintaining adequate records, verified
with the 2001 Series B Reserve Facility Provider, as to the amount available to be drawn at any
given time under the 2001 Series B Reserve Facility and as to the amounts paid and owing to the
2001 Series B Reserve. Facility Provider under the terms of the [2001 Series B Financial
Guaranty Agreement].
(e) The 2001 Series B Bonds may not be redeemed pursuant to Section 22.02
unless all amounts owed to the 1999 Reserve Facility Provider under the terms of the [2001
Series B Financial Guaranty Agreement have been paid in full].
DC CSSF 1:504551.1
40511-119 A4AC 16
ARTICLE XXIV
MISCELLANEOUS PROVISIONS
SECTION 24.01. 2001 Series B Bond Insurer. The 2001 Series B Bond
Insurer shall have the benefit of all provisions relating to the 1999 Series B Bond Insurer
included in the Facility Lease, the Site Lease and the Trust Agreement and any references to the
"Bond Insurer" shall include the 2001 Series B Bond Insurer, and the 2001 Series B Bond
Insurer is hereby included as a third party beneficiary to the Trust Agreement.
SECTION 24.02. Validity of Supplement. The County, the Authority and the
Trustee hereby determine that the amendments set forth herein do not adversely affect the
interest of the Owners, shall become binding without the written consents of any Owners, and
are in compliance with the provisions of Section 9.01 of the Trust Agreement. The Trustee is.
making such determination based solely in reliance upon an Opinion of Counsel and the
determination of the County and the Authority and the consent of the Bond Insurer.
SECTION 24.03. Terms of 2001 Series B Bonds Subject to the Trust
Agreement. Except as in this.Second Supplemental Trust Agreement expressly provided, every
term and condition contained in the Trust Agreement shall apply to this Second Supplemental
Trust Agreement and to the 2001 Series B Bonds with the same force and effect as 1f.the same
were herein set forth at length, with such omissions, variations and modifications thereof as may
be.appropriate to make the same conform to this Second Supplemental Trust Agreement.
This Second Supplemental Trust Agreement and all the terms and provisions
herein contained shall form part of the Trust Agreement as fully and with the same effect as if all
such terms and provisions had been set forth in the Trust Agreement. The Trust Agreement is
hereby ratified and confirmed and shall continue in full force and effect in accordance with the
terms and provisions thereof,as supplemented and amended hereby:
SECTION 24.04. Assignnrnent Acknowledged. Pursuant to the Trust
Agreement, the Base Rental Payments have been assigned to the Trustee and such assignment
extends to and includes the Base Rental Payments increased pursuant to the Second Amendment
to Facility Lease. The assignment of the Base Rental Payments increased pursuant to the Second
Amendment to Facility Lease to the Trustee is hereby approved, consented to, acknowledged and
confirmed.
SECTION 24.05: . Effective Date of Second Supplemental Trust Agreement.
This Second Supplemental Trust Agreement shall take effect upon its execution and delivery.
SECTION 24.06. Execution in Counterparts. This Second Supplemental
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.
DOCSSF1:504551.1
40511-119 MAC; 17
IN WITNESS WHEREOF, the parties hereto have executed this Second
Supplemental Trust Agreement by their officers thereunto duly authorized as of the day and year
first written above.
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By:
Chair
Attest: Philip J. Batchelor
Executive Director and Secretary
By:
Assistant Executive Director
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Authorized Officer
Acknowledged and Approved:
COUNTY OF CONTRA COSTA
By:
Title: Director, Capital Facilities and Debt
Management, County of Contra Costa
liOCSSF 1:504551.1
40511.119 MAC 18
CONSENT OF BOND INSURER
The undersigned, as Bond Insurer on. the County of Contra Costa Public
Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999
Series A and the County of Contra Costa Public Financing Authority Lease. Revenue Bonds
(Various Capital Projects), 2001 Series A, hereby consents to the execution and delivery of this
Second Supplemental Trust Agreement and to the issuance of the 2001 Series B Bonds for the
purposes set forth therein.
MBIA INSURANCE CORPORATION
By:
Authorized Officer
DO SSF1:504551.1
40511-119 MAC 19
EXHIBIT A
[FORM OF 2001 SERIES B BOND]
No. $
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS.
(VARIOUS CAPITAL PROJECTS),
2001 SERIES B
NEITHER THE FULL FAITH AND CREDIT OF THE
AUTHORITY NOR THE COUNTY OF CONTRA COSTA IS
PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR
PRINCIPAL OF THE BONDS AND NO TAX OR OTHER
SOURCE OF FUNDS OTHER THAN THE REVENUES
HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE
INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER
THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON
THE BONDS CONSTITUTES A DEBT, LIABILITY OR
OBLIGATION OF THE COUNTY OF CONTRA COSTA OR
THE CONTRA COSTA COUNTY REDEVELOPMENT
AGENCY, THE PARTIES TO THE AGREEMENT CREATING
THE AUTHORITY.
Interest Maturity Dated
Rate Date Dae CUSIP
% March 1, 2001
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: DOLLARS
The COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a
joint exercise of powers. authority, duly organized and validly existing under and pursuant to the
laws of the State of California (the "Authority"), for value received, hereby promises to pay (but
only out of the Revenues hereinafter referred to) to the-registered owner identified above or
registered assigns, on the maturity date specified above (subject to any right of prior redemption
hereinafter provided for). the principal sum specified above, ,together with interest on such
principal sum from the interest payment date next preceding the date of authentication of this
Bond (unless this Bond is registered as of an interest payment date or during the period from the
DC CSSF 1:504551.1
40511-119 MAC A-1
fifteenth calendar day of the month preceding an interest payment date to such interest payment
date, in which event it shall bear interest from such interest payment date, or unless this Bond is
authenticated prior to 15, 2001, in which event it shall bear interest from the Dated Date
specified above) until the principal hereof shall have been paid at the interest rate per annum
specified above, payable on 1, 2001, and semiannually thereafter on each June 1 sand
December 1. Interest due on or before the maturity or prior redemption of this Bond shall be
payable only by check mailed by first-class mail to the registered owner hereof; provided that
upon the written request of a Bondholder of$1,000,000 or more in aggregate principal amount of
Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter)
prior to the applicable record date, interest shall be paid by wire transfer in immediately available
funds to an account within the United States of America. The principal hereof is payable in
lawful money of the United States of America upon presentation of this Bond at the principal
office of the Trustee.
This Bond is one of a duly authorized issue of bonds of the Authority designated
as its "County of Contra Costa Public Financing Authority Lease Revenue Bonds" (the "Bonds")
unlimited as to principal amount and is one of a duly authorized series of such Bonds known as
"(Various Capital Projects), 2001 Series B" (the "2001 Series B Bonds") issued in an aggregate
principal amount of$ , all of like tenor and date (except for such variations, if any, as
may be required to designate varying numbers, maturities and interest rates), and is issued under
and pursuant to the provisions of the Joint Exercise of Powers Act(being Chapter 5 of Division 7
of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or
supplemental thereto (the "Act") and under and pursuant to the provisions of a Trust Agreement,
dated as of February 1, 1999 and a First Supplemental Trust Agreement, dated as of January 1,
2001 (collectively, as amended from time to time, the ."Trust Agreement"), between the
Authority and State Street Bank and Trust Company of California, N.A., as trustee (together with
any successor as trustee under the Trust Agreement, the "Trustee") (copies of the Trust
Agreement are on file at the principal office of the Trustee in Los Angeles, California).
The Bonds are issued to provide funds to finance and refinance the acquisition,
construction, improvement, equipping, remodeling and refinancing of certain public buildings
and related facilities, located in the County of Contra Costa (as more fully defined in the Trust
Agreement, the "Project"). The Bonds are limited obligations of the Authority and are payable,
as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in
certain funds and accounts pursuant to the Trust Agreement and the revenues (as more fully
defined in the Trust Agreement, the "Revenues") derived from Base Rental Payments and other
payments made by the County of. Contra Costa (the "County"), and all interest or other
investment income thereon, pursuant to the Facility Lease (Various Capital Projects), dated as of
February 1, 1999 (as amended from time to time; including the Second Amendment to Facility
Lease, dated as of March 1, 2001, the " Facility Lease"), by and between the Authority and the
County, and the Authority is not obligated to pay the interest or premium, if any, on and
principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in
accordance with the terms and conditions of the Trust Agreement by a pledge and assignment of
and charge.and lien upon the Revenues, and the Revenues constitute a trust fund for the security
and payment of the interest or premium,if any, on and principal of the Bonds as provided in the
Trust Agreement. The full faith and credit of the Authority, the Contra Costa County
Redevelopment Agency (the "Agency") and the County are not pledged for the payment of the
DCCSSF1:504551.1
40511-119 MAC A-2
interest or premium, if any, on or principal of the Bonds. No tax shall ever be levied to pay the
interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of
or charge or lien upon any property of the Authority or any of its income or receipts except the
Revenues, and neither the payment of the interest on nor principal (or premium, if any) of the
Bonds is a debt, liability or general obligation of the Authority, the County or any member of the
Authority for which such entity is obligated to levy or pledge any form of taxation. Additional
bonds payable from the Revenues may be issued which will rank equally as to security with the
Bonds, but only subject to the conditions and upon compliance with the procedures set forth in
the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any
and all amendments thereof and supplements thereto for a description of the terms on which the
Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights
of the registered owners of the Bonds, security for payment of the Bonds, remedies upon default
and limitations thereon, and amendment of the Trust Agreement (with or without consent of the
registered owners of the. Bonds); and all the terms of the Trust Agreement are hereby
incorporated herein and constitute a contract between the Authority and the registered owner of
this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof,
agrees and consents.
The Bonds are subject to redemption by the Authority on any date prior to their
respective stated maturities, upon notice as hereinafter provided, as a whole or in part by lot
within each stated maturity in integral multiples of Authorized Denominations so that the
aggregate annual principal amount of and interest on the Bonds which shall be payable after such
redemption date shall be as nearly proportional as practicable to the.aggregate annual principal
amount of and interest on the Bonds Outstanding prior to such redemption date, from
prepayments of Base Rental Payments made by the County from the proceeds received by the
County due to a taking of the Facilities or portions thereof under the power of eminent domain
and from the net proceeds of title insurance or insurance received for material damage or
destruction to the Facilities or portions thereof received by the Authority from the County, all as
provided in and under the circumstances and terms prescribed in the Facility Lease and the Trust
Agreement, at the principal amount thereof plus interest accrued thereon to the date fixed for
redemption, without premium.
The 2001 Series B Bonds maturing on June 1, and June 1, , upon notice
as provided in the Trust Agreement, shall also be subject to mandatory sinking fund redemption
prior to maturity, in part on June 1 of each year on and after June 1, and June 1, ,
respectively, by lot, from and in the amount of the mandatory sinking account payments set forth
in the Second Supplemental Trust Agreement at a redemption price equal to the sum of the
principal amount thereof plus accrued interest thereon to the redemption date, without premium.
The 2001 Series B Bonds maturing on or prior to June 1, , are not subject to
optional redemption. The 2001 Series B Bonds maturing on or after June 1, , are subject to
redemption prior to their respective stated maturities at the written direction of the Authority,
from any moneys deposited by the Authority or the County, as a whole or in part on any date (in
such maturities as are designated in writing by the Authority to the Trustee) on or after June 1,
at the following redemption prices (expressed aspercentages of the principal amount of
2001 Series B Bonds called for redemption), together with accrued interest to the date.fixed for
redemption:
DOCSSF 1:504551.1
40511-119 MAC A-3
Redemption Period
(dates inclusive) Redemption Price
June 1, through May 31, %
June 1, thereafter
Notice of redemption of this Bond shall be given by first-class mail not less than
thirty (30) days nor more than sixty (60) days before the redemption date to the registered owner
of any Bond .selected for redemption, subject to and in accordance with provisions of the Trust
Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and
money for the payment of the above-described redemption price is held by the Trustee, then this
Bond shall, on the redemption date designated in such notice, become due and payable at the
above-described redemption price; and from and after the date so designated, interest on this
Bond shall cease to accrue and the registered owner of this Bond shall have no rights with
respect hereto except to receive payment of the redemption price hereof.
If an Event of Default (as defined in the Trust Agreement) shall occur, the
principal of all Bonds may be declared due and payable upon the conditions,.in the manner and
with the effect provided in the Trust Agreement. The Trust Agreement provides that in certain
events such declaration and its consequences may be rescinded by the holders of not less than a .
majority in aggregate principal amount of the Bonds then outstanding or by the Trustee:
This Bond is transferable only on a register to be kept for that purpose at the
above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or
by the duly authorized attorney of such owner upon payment of the charges provided in the Trust
Agreement and upon surrender of this Bond together with a written instrument of transfer
satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney
of such owner, and thereupon a new fully registered Bond or Bonds in the same aggregate
principal amount in authorized denominations will be issued to the transferee in exchange
therefor. The Authority and the Trustee.may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of the interest hereon and principal
hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the
Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and
payment of the interest on and principal of this Bond shall be made only to such registered
owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond
to the extent of the sum or sums so paid.
This Bond shall not be entitled to any benefit, protection or security under the
Trust Agreement or become valid or obligatory for any purpose until the certificate of
authentication hereon endorsed shall have been executed and dated by the Trustee.
DOCSSP 1:501551.1
10511-119 NIAC A-4
It is hereby certified and recited that all acts, conditions and things required by
law to exist, to have happened and to have been performed precedent to and in the issuance of
this Bond do exist, have happened and have been performed in due time, form and manner as
required by the Act, and by the Constitution and laws of the State of California, that the amount
of this Bond, together with all other indebtedness of the Authority, does not exceed any limit
prescribed by the Constitution or laws of the State of California and is not in excess of the
amount of Bonds permitted to be issued under the Trust Agreement.
IN WITNESS WHEREOF, the County of Contra Costa Public Financing
Authority has caused this Bond to be executed in its name and on its behalf by the manual or
facsimile signature of the Chair of the Authority and countersigned by the manual or facsimile
signature of the Secretary of said Authority, and has caused this Bond to be dated as of the Dated
Date specified above.
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By
Chair
Countersigned:
Secretary
DCCSSF 1:504551.1
40511-119 MAC A-5
[FORM OF CERTIFICATE OF AUTHENTICATION
TO APPEAR ON 2001 SERIES B BONDS]
This is one of the Bonds described in the within-mentioned Trust Agreement
which has been registered and authenticated on , 2001.
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee
By
Authorized Signatory
DC CSSP 1:504551.1
40511.119 MAC A-6
[INSERT STATEMENT OF INSURANCE]
DCCSSF 1:504551.1
40511-119 MAC A-7
[FORM OF ASSIGNMENT TO
APPEAR ON 2001 SERIES B BONDS]
For value received the undersigned hereby sells, assigns and transfers unto
(Taxpayer Identification Number: )
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within bond on the books
kept for registration thereof, with full power of substitution in the premises.
NOTE: The signature to this Assignment must
correspond-with the name as written on the face of
the Bond in every particular, without alteration or
enlargement or any change whatever.
Dated:
PLEASE INSERT SOCIAL SECURITY NUMBER, TAXPAYER IDENTIFICATION
NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
Signature Guaranteed:
NOTE: Signature must be guaranteed by
an eligible guarantor institution.
DCK--SSF1:504551.I
40511-119 MAC A-8
EXHIBIT B
Description of 2001 Series B Project
Acquisition,construction and equipping of the Martinez Health Center.
nocssr-1:904551.1
40511-119 MAC B-1
EXHIBIT C
Form of Requisition - Cost of Issuance
Date:
No.
State Street Bank and Trust Company
of California, N.A.
Corporate Trust Department
633 W. 5th Street, 12th Floor
Los Angeles, CA 90071
Re: County of Contra Costa Public Financing Authority Lease
Revenue Bonds (Various Capital Pro-jects), 2001 Series B
(Written Request of the Authority—2001 Series B Costs of Issuance Fund)
Ladies and Gentlemen:
This letter is our authorization to you to disburse from the 2001 Series B Costs of
Issuance Fund provided for in Section 15.01 of the.First Supplemental Trust Agreement, dated as
of January 1, 2001 (the "Trust Agreement")between the County of Contra Costa Public
Financing Authority (the "Authority")and State Street Bank and Trust Company of California,
N.A., as trustee, the amounts indicated on Schedule A attached hereto to the therein-named
individuals, firms and corporations for expenses incident to the issuance of the above-referenced
Bonds pursuant to the Trust Agreement.
The obligations in the stated amounts have been incurred by the Authority and
each item thereof is a proper charge against the 2001 Series B Costs of Issuance Fund.
Very truly yours,
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
By
Assistant Executive Director and Assistant
Secretary
DOCSSr 1:473457.4
40511-119 MAC C-1
SCHEDULE A
Item
No. Pavee Amount Purpose
DOCSSF1:473457.4
44511-114 MAC C-2
EXHIBIT.D
Form of Requisition—Project Fund
Date:
No.
State Street Bank and Trust Company
of California, N.A.
Corporate Trust Department
633 W. 5th Street, 12th Floor
Los Angeles, CA 90071
Re: County of Contra Costa Public Financing Authority Lease
Revenue Bonds (Various Capital Projects). 2001 Series B
(Written Request of the Authority—2001 Series B Project Fund)
Ladies and Gentlemen:
This letter is our authorization to you to.disburse from the 2001 Series B Project
Fund provided for in Section 15.02 of the First Supplemental Trust Agreement, dated as of
January 1, 2001 (the "Trust Agreement")behveen the County of Contra Costa Public Financing
Authority (the "Authority")and State Street Bank and Trust Company of California, N.A., as
trustee, the amounts indicated on Schedule A attached hereto to the therein-named individuals,
firms and'corporations for costs related to completion of the Project.
DOCSSF1:473457.4
40511-119 MAC D-1
The obligations in the stated amounts have been incurred by the County of Contra
Costa and each item thereof is a proper charge against the 2001 Series B Project Fund.
Very truly yours,
COUNTY OF CONTRA COSTA
By
Director, Capital Facilities &Debt Management
County of Contra Costa
DOCSSF1:473457.4 D-2
SCHEDULE A
Item
No. Payee �1T oun Pur2ose
,��,.� D-3
t /
OH&S FIRST DRAFT
Recording requested by
and return to:
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY
c/o Orrick, Herrington & Sutcliffe LLP
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
Attn: Mary A. Collins
Exempt from Recording Fee Pursuant to
Government Code Section 6103
SECOND AMENDMENT TO MASTER SITE LEASE
between the
COUNTY OF CONTRA COSTA
and the
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY
Dated as of March 1, 2001
(Amending the Master Site Lease (Various Capital Projects)
dated as of February 1, 1999)
DCCSSF1:50450?.1
40511-119 MAC
SECOND AMENDMENT TO MASTER SITE LEASE
This Second Amendment to Master Site Lease, dated as of March 1, 2001
between the COUNTY OF CONTRA COSTA, a political 'subdivision organized and existing
under and by virtue of the laws of the State of California (the "County"), as lessor, and the
COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority"), as
lessee, a joint exercise of power authority, duly organized and existing pursuant to an
Agreement, dated April 7, 1992, entitled "County of Contra Costa Public Financing Authority
Joint Exercise of Powers Agreement," by and between the County of Contra Costa and the
Contra Costa County Redevelopment Agency;
WITNESSETH
WHEREAS, this Second Amendment to Master Site Lease is entered into in order
to amend in certain respects a lease between the County and the Authority entitled "Master Site
Lease ," dated as of February 1, 1999 and recorded on March 4, 1999, in the office of the County
Recorder of the County, under Recorder's Instrument No. 99-0059811, as amended by the First
Amendment.to Master Site Lease, dated as of March 1, 2001 and recorded on January _, 2001,
in the office of the County Recorder of the County, under Recorder's Instrument No.
(together, the "Master Site Lease"), and to add to the property leased pursuant to
the Master Site Lease certain additional real property consisting of a County clinical/public
health laboratory located at the Contra Costa County Medical Center campus in Martinez,
California, as described in Exhibit A (the "Medical Lab Property"), (capitalized terms used
herein and not otherwise defined herein have the meanings assigned thereto by the Master Site
Lease);
DCCSSF1:504502.1
40511-119 MAC
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. This Second Amendment to Master Site Lease shall become effective
on the date of recordation of this instrument.in the office of the County Recorder of the County,
State of California, or on June 1, 2001, whichever is earlier, and such date of commencement
shall be hereinafter referred to as the"effective date."
Section 2. From and after the effective. date of this instrument, the.County, for
good and valuable consideration the sufficiency of which is hereby acknowledged, hereby leases
to the Authority and the Authority hereby leases from the County, the real property described in
Exhibit A hereto, which real property is hereby added to the Facilities leased pursuant to the
Master Site Lease and all references to the Facilities in the Master Site Lease shall include said
real property. The Authority agrees to lease said real property back to the County pursuant to the
Facility Lease.
Section 3. The term of the Master Site Lease as to the Medical Lab Property is
[June 15, 20281, unless such term is extended or sooner terminated as provided in the Master Site
Lease.
Section 4. The County covenants that it is owner in fee of the Medical Lab
Property.
e do . Except as in this Second Amendment to Master Site Lease expressly
provided, the Master Site Lease shall continue in full force and effect in accordance with the
terms and provisions thereof, as amended hereby.
DOCSSF 1:50450?.1
40511.119 MAC 2
Section 6. If one or more of the terms, provisions, covenants or conditions of this
Second Amendment to Master Site Lease shall to any extent be declared invalid, unenforceable,
void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or
order or decree of which becomes final, none of the remaining terms, provisions, covenants and
conditions of this Second Amendment to Master Site Lease shall be affected thereby, and each.
provision of this Second Amendment to Master Site Lease shall be valid and enforceable to.the
fullest extent permitted by law.
Section 7. This Second Amendment to Master Site Lease 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.
DC CSSF 1:504502.1
40511-119 MAC 3
IN WITNESS WHEREOF, the County and the Authority have caused this Second
Amendment to Master Site Lease to be executed by their respective officers thereunto duly
authorized, all as of the day and year first above written.
COUNTY OF CONTRA COSTA,
as Lessor
[SEAL]
By
Chair of the Board of Supervisors
Attest: Philip J. Batchelor
Clerk of the Board of Supervisors
and County Administrator
By
Chief Clerk
Approved as to form:
County Counsel
COUNTY OF CONTRA COSTA PUBLIC
FINANCING AUTHORITY,
as Lessee
By
Chair
Attest: Philip J. Batchelor,
Executive Director and Secretary
By
Laura Lockwood,
Director, Capital Facilities and Debt
Management, County of Contra Costa
DCCSSF 1:50450?.1
40511-119 NIAC
EXHIBIT A
Additions to Facilities
All that certain real property situated in the County of Contra Costa, State of
California, described as follows:
Medical Lab Property
[Legal Property Description]
DOCSSF 1:504502.1
40511-119 MAC
CONSENT OF TRUSTEE
The undersigned, as trustee under the Trust Agreement dated as of February 1,
1999, as amended, between the County of Contra Costa Public Financing Authority (the
"Authority") and the trustee, hereby acknowledges and consents to the execution and delivery of
the Second Amendment to Master Site Lease dated as of March 1, 2001, between the County of
Contra Costa (the "County") and the Authority, relating to the Master Site Lease, dated as of
February 1, 1999, between the County and the Authority.
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA,N.A., as Trustee
By
Authorized Officer
DOCSSP 1:50450?.1
40511-119 MAC
CONSENT OF BOND INSURER
The undersigned, as Bond Insurer on the County of Contra Costa Public
Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999
Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the
County of Contra Costa Public Financing Authority (the "Authority") and the trustee, hereby
consents to the execution and delivery of the Second Amendment to Master Site Lease dated as
of March 1, 2001, between the County of Contra Costa (the "County") .and the Authority,
relating to the Master Site Lease, dated as of February 1, 1999, between the County and the
Authority..
MBIA INSURANCE CORPORATION
By
Authorized Officer
DCCSSP1:504502.1
40511-119'MAC