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Home My WebLink AboutMINUTES - 05222001 - SD.5 4 / TO: BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY FROM: MAURICE M. SH1U, PUBLIC WORKS DIRECTOR DATE: MAY 22, 2001 SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) SPECIFIC REQUEST(S)OR RFCOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. Recommended Action: 1. ACCEPT the Assessment District Screening Committee's recommendation of March 14, 2001 for refunding of the 1993 A Authority Revenue Bonds and Assessment District No. 1992-1 Mrack Road Improvements, series 1992-1 Bonds. 2. ADOPT Resolution 2001/216 declaring its intention to levy assessments and issue Limited Obligation Refunding Bonds. 3. ADOPT Resolution 2001/217 adopting Reassessment Report, confirming and ordering the reassessment pursuant to summary proceedings, and directing actions with respect thereto. _RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS x UNANIMOUS(ABSENT NONE ) AYES: NOES: ABSENT: ABSTAIN: I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. SE:sd2 — C \\I'W S4\SFIA ItDATA\GrpData\SpDist\ ATTESTED: Board Orders\2 00 1\05 May\BOs 5-22-Ol.doc JOHN SWEETEN,Clerk of the Board of Supervisors and County Orig.Div:Public Works(Special Districts) Administrator Contact: Skip Epperly(313-2253) cc: County Administrator County Counsel By i Deputy Wm.R.Gray Co.Inc. SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIz1NG THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHO7RITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992- 1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 2 of 8 I. Recommended Action: (con't) 4. ADOPT Resolution 2001/218 authorizing the issuance and sale of Limited Obligation Refunding Bonds (Reassessment District of 2001), approving and directing execution of paying agent agreement, Escrow Deposit, Trust Agreement, and related documents and actions with respect thereto. 5. As the Contra Costa County Public Financing Authority, ADOPT Resolution 2001/219 authorizing issuance and Sale of Revenue Bonds in the aggregate principal amount of not to exceed $7,000,000 for the purpose of acquiring certain Limited Obligation Refunding Bonds of the County (Reassessment District of 2001) and approving related documents and actions. II. Financial Impact: There will be no impact on the County General Fund. All costs associated with this transaction are eligible for reimbursement through the issuance of new bonds. III. Reasons for Recommendation and Background: In April 1999 the Assessment District Screening Committee recommended approval of the refunding of the 1993 A Authority Revenue Bonds and the Assessment District No. 1992-1 Mrack Road Improvements, Series 1992-1 Bonds. On August 3, 1999, the Board of Supervisors approved the refunding. The refunding was never completed because of an increase in interest rates at that time. Due to a recent decrease in interest rates, the refunding has been updated and based on a current analysis, staff recommends that the refunding be completed at this time. Two years has passed since the Committee and Board's action in 1999. On March 4, 2001, the Assessment District Screening Committee approved recommending the refunding to the Board of Supervisors. 1993 A Authority Revenue Bonds In July 1993, the County of Contra Costa Public Financing Authority (the "Authority") issued $11,589,000 1993 A Authority Revenue Bonds (the "Prior Bonds"). The Prior Bonds were issued to fund the acquisition of refunding bonds (the "Refunding Bonds") of the County of Contra Costa (the "County") issued by the County as Limited Obligation Refunding bonds for each of the following Districts: • Reassessment District No. 1993-1 East Bates Avenue, Concord area. • Reassessment District No. 1993-2 Hidden Pond Road, Martinez area • Reassessment District No. 1993-3 San Ramon Valley Blvd. at Crow Canyon Road, Sall Ramon area • Reassessment District No. 1993-4 Rancho Paraiso, Danville area SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 3 of 8 III. Reasons for Recommendation and Background: (con't) The Prior bonds were issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985. The Refunding Bonds were issued pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds. The associated Revenue Bonds and Refunding Bonds for the San Ramon Valley Boulevard at Crow Canyon Road District will be paid off as of September 2, 2001. Therefore, this reassessment district is no longer included in the refunding. Mrack Road AD 1992-1 In June 1993, the County issued the Assessment District No. 1992-1, Mrack Road Improvements Camino Tassajara Area, Series 1992-1 Bonds (the "Mrack Road Bonds"). After the September 2, 2001 bond payment, there will be $405,000 in bonds outstanding. Refunding Analysis The proposed refunding structure entails issuing new Authority Bonds (the "2001 Authority Bonds") and using the proceeds thereof to purchase bonds (the "2001 Reassessment Bonds") which are issued to refund both the Refunding Bonds and the Mrack Road Bonds. Through this structure, the Prior Bonds, the Refunding Bonds and the Mrack Road Bonds would be paid in full on September 2, 2001, and, in their place there would be outstanding 2001 Authority Bonds and 2001 Reassessment Bonds. This structure would result in passing the savings directly and immediately to the property owners in each of these districts (see Tables 1 and 2 below). This is a change from the refunding structure that was proposed in 1999. At that time, the consensus of the consultants was not to refund the Refunding Bonds. By not refunding the three underlying Refunding Bonds, the County would continue to receive assessments from the property owners in the three districts necessary to fund the annual debt service on the Refunding Bonds, but because such assessments are payable at a higher rate, the annual debt service on the Refunding Bonds would throw off extra cash than would be needed to pay debt service on the Authority's revenue bonds. The effect of such a refunding would be to create a positive cash flow between the Refunding Bonds and the Authority revenue bonds. Based on further analysis today, the consultants are recommending that this structure is no longer necessary. Therefore, the County is able to pass through the savings from the issuance of the 2001 Reassessment Bonds immediately to the property owners in the districts without jeopardizing the cash flow received from the 2001 Reassessment Bonds used to pay the debt service on the 2001 Authority Bonds. The refunding of the Prior Bonds, the Refunding Bonds and the Mrack Road Bonds would be a current refunding. This means that they can be called on any payment date (March 2 or September 2) by giving the bondholders a notice of not more than sixty days and not less than thirty days. The next payment date is September 2, 2001. SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 4 of 8 III. Reasons for Recommendation and Background: (con't) In addition, to being a current refunding, all the Refunding Bonds and the Mrack Road Bonds will be refunded through the issuance of the 2001 Reassessment Bonds under the 1984 Refunding Act for 1915 Improvement Act Bonds using Summary Proceedings. Summary Proceedings require the following: • the property owners realize a savings annually, • the term of the refunding bond is no greater than the refunded obligation, and • the par amount of the refunding bonds is less than or equal to the par amount of the refunded bonds. The refunding of the Refunding Bonds and the Mrack Road Bonds meets all of these requirements. Table 1 summarizes the results of the refunding based on a "not to exceed" interest rate of 6.0%. It is anticipated that rates will be lower than 6.0%, however, the 1984 Refunding Act requires the Board to approve the refunding at a level that on the day of pricing will be less than or equal to the interest rates in the Reassessment Report. It is anticipated that the bonds will be priced on June 12, 2001. Table 1 Total Total Present Amount of Bonds Final nominal Value % Outstanding Maturity Savings Savings Savings 1993 A $6,095,000 9/2/16 S378,948 S260,268 4.27% Revenue Bonds Mrack Road $405,000 9/2/13 $91,701 1 $65,468 1 16.I6% Table 2 presents the results of the refunding of the Refunding Bonds and the savings to the property owners in the districts: Table 2 Total Average Present Amount of Bonds Final Annual Total Value % Outstanding Maturity Savings Savings Savings Saving East Bates Avenue S990,000 9/2/06 S7,122 $37,339 S29,871 3.02% Rancho Paraiso $4,430,000 9/2/16 S26,022 $390,34 5274,283 6.19% Hidden Pond Road $475,000 9/2/09 S3,316 S26,534 S18,574 3.91% SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 5 of 8 III. Reasons for Recommendation and Background: (con't) Legal Documents In order for the County to undertake the refunding of the Prior Bonds, the Refunding Bonds and the Mrack Road Bonds, the Board and the Authority need to approve by resolution the following documents: Bond Action Resolution of Intention to Leyy Reassessments and to Issue Refunding Bonds. This resolution acknowledges the Boards intention to commence the refunding of the Refunding Bonds and the Mrack Road Bonds by ordering the preparation of the Reassessment Report by a Reassessment Consultant (MuniFinancial) and states the guidelines under which the reassessment procedures are to be implemented(the 1984 Refunding Act-Summary Proceedings). • Resolution adopting the Reassessment Report, Confirming and Ordering the Reassessment Pursuant to Summary Proceedings. This resolution adopts the Reassessment Report levies the Reassessment and causes the Reassessment to be recorded. o Reassessment Report. Prepared by the consulting firm of MuniFinancial presents the necessary schedules to verify that the refunding meets Summary Proceedings (as defined in this staff report under the heading "Refunding Analysis") under the 1984 Refunding Act for Special Assessment Bonds. The savings to the Property owners in the four Districts as depicted in the Reassessment Report are summarized in Table 1 and 2 in this staff report. • Resolution Authorizing the Issuance of Refunding Bonds, .Approving and Directing the Execution of a Paving Agent Agreement and an Escrow Deposit and Trust Agreement, Authorizing Sale of Bonds. This resolution authorizes the issuance of the Limited Obligation Refunding Bonds, Series 2001 (2001 Reassessment Bonds) and approves the following documents: o Paying Agent Agreement The Paying Agreement (the "Agreement") is between the County and the Paying Agent, BNY Western Trust Company (the "Paying Agent"). Pursuant to the Agreement, the Paying Agent is given the authority to receive and disburse the monies paid to it under the Agreement; and to apply and disburse said payments to Bond owners. The Agreement obligates the County to pay compensation to the Paying Agent for services rendered under the Agreement. SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 6 of 8 III. Reasons for Recommendation and Background: (con't) o Escrow Agreement The proceeds of the 2001 Reassessment Bonds be deposited in an escrow fund to defease and redeem the outstanding Refunding Bonds and the Mrack Road Bonds, which also results in the redemption of the Prior Bonds. The escrow agreement, and agreement between the County and the Escrow Agent, BNY Western Trust Company, establishes the term and conditions. of the escrow and the responsibilities of the Escrow Agent. o Bond Purchase Contract The Bond Purchase Contract is a contract between the County and the Authority as the purchaser (the "Purchaser") under which the Authority purchases the 2001 Reassessment Bonds. The agreement specifies the representations and warranties of the County and the Purchaser, the documents to be executed at closing, and the conditions, which allow the Purchaser to cancel its purchase of the 2001 Reassessment Bonds. This document is executed by an authorized officer on behalf of the County and the Purchaser. Authority Action • Resolution Authorizing the Issuance and Sale of Revenue Bonds in the Aggregate Principal Amount of Not to Exceed $7,000,000 for the Purpose of Acquiring Certain Limited Obligation Refunding Bonds of the County and Approving the following documents: o Indenture of Trust This agreement (the "Indenture") is between the Trustee, BNY Western Trust Company, and the Authority. The 2001 Revenue Bonds are limited obligations of the Authority payable solely from and secured to the extent and as provided in the Indenture. The Indenture pledges all the Authority's rights, title and interest to payments under the 2001 Revenue Bond documents; and any and all other property from time to time pledged or assigned as and for additional security under the indenture to the Trustee. The Trustee, therefore, has the authority to receive, hold, invest, and disburse the monies paid to it on behalf of the Bondholders and for credit to the various funds and accounts established under the agreement; to execute and deliver the 2001. Revenue Bonds and to apply and disburse funds to Bondholders. SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 7 of 8 I11. Reasons for Recommendation and Background: (con't) o Bond Purchase Contract The Bond Purchase Contract is a contract between the Authority and E. Wagner & Associates, Inc. as the underwriter (the "Underwriter") under which the Underwriter purchases the 2001 Revenue Bonds of the Authority. The agreement specifies the representations and warranties of the Authority and Underwriter, the documents to be executed at closing, and the conditions which allow the Underwriter to cancel its purchase of the 2001 Revenue Bonds. This document is executed by an authorized officer on behalf of the Authority. o Official Statement This document is the public offering statement for the issue of the 2001. Revenue Bonds. This document thoroughly describes the financing program, the economic, financial and social characteristics of the participating agencies, and the collateral for the 2001 Revenue Bonds. o Continuing Disclosure Certificate (Authority) This is the form of certificate the Authority must provide as part of the 2001 Revenue Bond (the 'Bonds") issuance and satisfies the continuing disclosure rules and regulations for the issuance of Bonds (SEC Rule 15c2-12(b)(5). The Authority has covenanted in the Indenture to undertake to provide information regarding the County and the Bonds to the secondary (Bond) market as long as the Bonds are outstanding, and the details of such undertaking are set forth in the Certificate. It is included as an exhibit in the preliminary official statement. Financing Schedule The financing team is prepared to move quickly in order to meet the refinancing schedule and allow the County to take advantage of the low interest rate environment. The key dates in the refinancing schedule are as follows: • Board Approval of legal documents and Preliminary Official Statement 5/22/01 • Print and circulate Preliminary Official Statement 5/29/01 • Sign Bond Purchase Agreement 6/12/01 • Bond Closing 6/26/01 Conclusion Based on the results of the refunding analysis, the Assessment District Screening Committee is recommending that the County and the Public Financing Authority approve the necessary legal documents to complete the refunding. SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE AND SALE OF BONDS AND ADOPTION OF LEGAL DOCUMENTS FOR THE REFUNDING (REFINANCING) OF THE 1993 A AUTHORITY REVENUE BONDS AND ASSESSMENT DISTRICT NO. 1992-1, MRACK ROAD IMPROVEMENTS, SERIES 1992-1 BONDS, CENTRAL COUNTY AND DANVILLE AREAS. (W.O. 6X5397) DATE: MAY 22, 2001 PAGE: 8 of 8 III. Reasons for Recommendation and Background: (con't) Recommendation Staff recommends the Board and the Board acting as the Authority approve the refunding of the Prior Bonds, the Refunding Bonds and the Mrack Road Bonds by adopting the following Resolutions: Board of Supervisors • A Resolution of the Board of Supervisors of the County of Contra Costa Declaring Its Intention to Levy Reassessments and to Issue Refunding Bonds Upon the Security Thereof • A Resolution of the Board of Supervisors of the County of Contra Costa Adopting Reassessment Report, Confinning and Ordering the Reassessment Pursuant to Summary Proceedings and Directing Actions with Respect Thereto • A Resolution of the Board of Supervisors of the County of Contra Costa Authorizing the Issuance of Refunding Bonds, Approving and Directing the Execution of a Paying Agent Agreement and an Escrow Deposit and Trust Agreement, Authorizing Sale of Bonds, and Other Related Documents and Actions with Respect Thereto County of Contra Costa Public Financing Authority • A Resolution Authorizing the Issuance and Sale of Revenue Bonds in the Aggregate Principal Amount of Not to Exceed $7,000,000 for the Purpose of Acquiring Certain Limited Obligation Refunding Bonds of the County, and Approving Related Documents and Actions. IV. Consequences of Negative Action: The refunding will not proceed and property owners will not benefit from the cost savings associated with lower interest rates currently available in the bond market. RESOLUTION NO. 2001/216 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA DECLARING ITS INTENTION TO LEVY REASSESSMENTS AND TO ISSUE REFUNDING BONDS UPON THE SECURITY THEREOF Reassessment District of 2001 WHEREAS, the County of Contra Costa (the "County") has heretofore conducted special assessment or reassessment proceedings for certain assessment and reassessment districts (collectively, the "Prior Districts") and issued four series of improvement and reassessment bonds of the County, all as described in Exhibit A attached hereto and hereby made a part hereof,and reference is hereby expressly made to Exhibit A for further particulars, including the numbers and dates of authorizing resolutions, and the amounts of said improvement and reassessment bonds;and WHEREAS, the public interest requires the refunding of the bonds set forth in said Exhibit A (the "Prior Bonds"), and this Board intends to accomplish said refunding through the levy of reassessments in and for the County's proposed Reassessment District of 2001 (the "District") and the issuance of refunding bonds upon the security thereof, the proceeds of which refunding bonds shall be used to refund the Prior Bonds;and WHEREAS, this Board intends that the unpaid assessments securing the payment of the Prior Bonds be superseded and supplanted by the reassessments, except as otherwise provided in these proceedings; NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of Contra Costa as follows: 1. Proceedings Authorized. This Board hereby declares its intention to refund the Prior Bonds and to levy reassessments as security for refunding bonds as hereinafter provided. The proceedings for the levy and collection of reassessments as security for the issuance and payment of refunding bonds shall be conducted pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the "Act") and, to the extent applicable, pursuant to the provisions of. the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of the State of California. 2. Boundary Map. The District benefited by the reassessment and to be reassessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as shown by the reassessment diagram thereof on file in the office of the Clerk of this Board, which diagram is made a part hereof by reference thereto. 3. Reassessment Consultant; Report. The reassessment and refunding are hereby referred to MuniFinancial,a qualified firm employed by the County for the purposes hereof (the 'Reassessment Consultant"), and the Reassessment Consultant is hereby directed to make and file with said Clerk a report in writing,presenting the following: (a) A schedule setting forth the unpaid principal and interest on the Prior Bonds to be refunded and the total amounts thereof and the unpaid assessment being continued; (b) The total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest thereon,together with an estimate of cost of the reassessment and of issuing the refunding bonds,including all costs of issuing the refunding bonds, as defined by subdivision (a) of Section 9600 of the Act; (c) The auditor's record kept pursuant to Section 8682 of the Streets and Highways Code of California showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof; (d) The estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment nlunber of the reassessment diagram, together with a proposed auditor's record for the reassessment prepared in the manner described in said Section 8682; and (e) A reassessment diagram showing the District and the boundaries and dimensions of the subdivisions of land within the District. Each subdivision, including each separate condominilun interest as defined in Section 783 of the Civil Code,shall be given a separate number upon the diagram. When any portion or percentage of the costs and expenses of said refunding and reassessment is to be paid from sources other than reassessments, the amount of such portion or percentage shall first be deducted from the total estimated cost and expenses of said refunding and reassessment, and said reassessments shall include only the remainder of the estimated cost and expenses. If any excess shall be realized from the reassessment it shall be used,in such amounts as the County may determine, in accordance with the provisions of law, in a manner or manners not inconsistent with these proceedings. 4. Refunding Bonds. Notice is hereby given that serial or term bonds, or both, to represent said reassessments, and bear interest at the rate of not to exceed ten percent (10%) per annum,or such higher rate of interest as may be authorized by applicable law at the time of sale of such bonds, will be issued hereunder in the manner provided by the Act, the last installment of which bonds shall mature not to exceed thirty (30) years from the second day of September next succeeding twelve (12)months from their date. It is the intention of the Board that the Board will not obligate itself to advance available funds from the treasury of the Board to cure any deficiency in the redemption fund to be created with respect to said bonds; provided,however, that a determination not to obligate itself shall not prevent the Board from, in its sole discretion,so advancing the funds. 5. Bond Call Procedures. The provisions of Part 11.1 of Division 10 of the Streets and Highways Code of California, providing for an alternative procedure for the advance payment of reassessments and the calling of bonds, shall apply to refunding bonds issued pursuant to proceedings under this resolution. The premium for the prepayment of any reassessment shall not exceed three percent(3%) of the assessment being prepaid. 6. Division 4. Reference is hereby made to proceedings heretofore had pursuant to the applicable provisions the Streets and Highways Code of California with respect to the Prior Bonds which are on file in the office of the Clerk of the Board. 7. Effective Date. This Resolution shall take effect upon the date of its adoption. A-2 1 The foregoing Resolution was adopted by the Board of Supervisors of the County of Contra Costa on the 22nd day of May, 2001, on the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DeSAUTMMER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE ABSTAIN: SUPERVISORS: NONE Chair ATTEST: John Sweeten,County Administrator and Clerk of the Board of Supervisors By: Deputy Clerk A-3 O 0 O � O bb a a� � o, o N M N m M am c1r) Olo O � d M w dog �O OCA 4 c l O Fin 7 b0 V Q 'QP w a � � y+ Op � �, �jcnCa � a a Q' d y C. C', � O O N wZ 6` 1^ H o o Q N Y s�V O 0 0 Nood o02� � � � � dVW N � d d o SVP N c `� ) `., O Iz r� Cy Nd, O G 14 V y O - -n o Q �✓ cC °; Ln -0VA d ,14 c x Q�, V RESOLUTION NO. 2001/217 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE REASSESSMENT PURSUANT TO SUMMARY PROCEEDINGS AND DIRECTING ACTIONS WITH RESPECT THERETO Reassessment District of 2001 WHEREAS, on May 22, 2001, this Board of Supervisors (this "Board") of the County of Contra Costa (the "County") adopted A Resolution of the Board of Supervisors of the County of Contra Costa Declaring its Intention to Levy Reassessments and to Issue Refunding Bonds Upon the Security Thereof(the "Resolution of Intention"),in and for the County's Reassessment District of 2001 (the "District"), and therein directed the making and filing of a reassessment report(the "Report")in writing in accordance with and pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of California (the "Act"); and WHEREAS, the Report was duly made and filed, and duly considered by this Board and found to be sufficient in every particular, and the Report shall stand for all subsequent proceedings under and pursuant to the aforesaid Resolution of Intention; NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of Contra Costa as follows: 1. Conditions Satisfied. Pursuant to Section 9525 of the Act, and based upon the Report this Board finds that all of the following conditions are satisfied that: (a) Each of the estimated annual installments of principal and interest on the reassessment as set forth in the Report is less than the corresponding annual installment of principal and interest on the original assessment as also set forth in the Report, by the same percentage for all subdivisions of land within the District; (b) The number of years to maturity of all refunding bonds proposed to be issued under the Resolution of Intention is not more than the number of years to the last maturity of the bonds proposed to be refunded (the "Prior Bonds"); and (c) The principal amount of the reassessment on each subdivision of land within the District is less than the unpaid principal amount of the original assessment by the same percentage for each subdivision of land in the District. Notwithstanding the satisfaction of such conditions, unpaid delinquent assessments and reassessments with respect to the Prior Districts (as defined in the Resolution of Intention), together with interest and penalties thereon, are not subject to these reassessment proceedings and shall not be superseded by the reassessments confirmed and ordered imposed hereby, and the lien thereon shall be equal in priority to the lien of the reassessments confirmed and ordered imposed hereby. 2. Public Interest. The public interest, convenience and necessity require that said reassessment be made. 3. Boundaries Approved. The District benefited by the reassessment and to be reassessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as shown by the reassessment diagram thereof on file in the office of the Clerk of this Board, which diagram is made a part hereof by reference thereto. 4. Report Approved. Pursuant to the findings hereinabove expressed with respect to Section 9525 of the Act, said conditions, and all of them are deemed satisfied and that the following elements of the Report are hereby finally approved and confirmed without further proceedings,including the conduct of a public hearing under the Act,to wit: (a) a schedule setting forth the unpaid principal and interest on the Prior Bonds proposed to be refunded and the total amounts thereof; (b) an estimate of the total principal amount of the reassessment and of the refunding bonds and the maximum interest thereon, together with an estimate of cost of the reassessment and of issuing the refunding bonds, including expenses incidental thereto; (c) the auditor's record kept pursuant to Section 8682 of the Streets and Highways Code of California showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof; (d) the estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number of the reassessment diagram, together with a proposed auditor's record for the reassessment prepared in the manner described in said Section 8682; and (e) a reassessment diagram showing the District and the boundaries and dimensions of the subdivisions of land and the zones therein. Final adoption and approval of the Report as a whole, estimates of the costs and expenses, the reassessment diagram and the reassessment, as contained in the Report, as hereinabove determined and ordered,is intended to and shall refer and apply to the Report, or any portion thereof, as amended, modified, revised or corrected by, or pursuant to and in accordance with, any resolution or order, if any, heretofore duly adopted or made by this Board. 5. Findings and Determinations. Based on the oral and documentary evidence, including the Report, offered and received by this Board, this Board expressly finds and determines: (a) that each of said several subdivisions of land within the District will be specially benefited by said reassessment at least in the amount, if not more than the amount, of the reassessment apportioned against said subdivisions of land, respectively, and (b) that there is substantial evidence to support, and the weight of said evidence preponderates in favor of, the aforesaid finding and determination as to special benefits. 6. Reassessment Levy. Said reassessment,including all costs and expenses thereof, is hereby levied. Pursuant to the provisions of the Act, reference is hereby made to said Resolution of Intention for further particulars. 2 7. Recordings Directed. The Clerk of this Board shall forthwith cause: (a) the reassessment to be delivered to the Director of Public Works of the County, as the Superintendent of Street of the County, together with said reassessment diagram, as approved and confirmed by this Board, with a certificate of such confirmation and of the date thereof, executed by the Clerk of this Board, attached thereto. The Director of Public Works shall record said reassessment and reassessment diagram in a suitable book to be kept for that purpose, and append thereto a certificate of the date of such recording, and such recordation shall be and constitute the reassessment roll herein; (b) a copy of the reassessment diagram and a notice of reassessment, substantially in the form specified in Section 3114 of the Streets and Highways Code of California and executed by the Clerk of this Board, to be filed and recorded, respectively,in the office of the County Recorder of the County;and (c) a copy of this resolution to be provided to the Auditor of the County. From the date of recording of said notice of reassessment, all persons shall be deemed to have notice of the contents of such reassessment, and each of such reassessments shall thereupon be alien upon the property against which it is made, and unless sooner discharged such liens shall so continue for the period of ten (10) years from the date of said recordation, or in the event bonds are issued to represent said reassessments, then such liens shall continue until the expiration of four (4) years after the due date of the last installment upon said bonds or of the last installment of principal of said bonds. The appropriate officer or officers of the County are hereby authorized to pay any and all fees required by law in connection with the above. 8. Effective Date. This resolution shall take effect upon the date of its adoption. The foregoing Resolution was adopted by the Board of Supervisors of the County of Contra Costa on the 22nd day of May, 2001, on the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DeSAULNIER, GLOVER and UILKEMA NOES: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE ABSTAIN: SUPERVISORS: NONE C r ATTEST: John Sweeten,County Administrator and Clerk of the Board of Supervisors Deputy Clerk 3 f ' RESOLUTION NO. 2001/218 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE OF REFUNDING BONDS, APPROVING AND DIRECTING THE EXECUTION OF A PAYING AGENT AGREEMENT AND AN ESCROW DEPOSIT AND TRUST AGREEMENT, AUTHORIZING SALE OF BONDS, AND OTHER RELATED DOCUMENTS AND ACTIONS WITH RESPECT THERETO Reassessment District of 2001 WHEREAS, this Board of Supervisors (this "Board") of the County of Contra Costa (the "County") has conducted proceedings under and pursuant to A Resolution of the Board of . Supervisors of the County of Contra Costa Declaring its Intention to Levy Reassessments and to Issue Refunding Bonds Upon the Security Thereof, adopted on May 22, 2001 (the "Resolution of Intention"), to authorize the levy of reassessments upon the land within its Reassessment District of 2001 (the "District"), and to issue bonds secured by said reassessments, the proceeds of which are to be used to refund certain existing obligations (the "Prior Bonds"), all as described therein; and WHEREAS, pursuant to the Resolution of Intention, this Board has provided for the issuance of limited obligation refunding improvement bonds pursuant to the Refunding Act of 1994 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of the State of California (the "Act") and, to the extent applicable pursuant to the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of the State of California (the 'Bond Law"); and WHEREAS, there is on file with the Treasurer of the County a list of all of the reassessments within the District which remain unpaid (the "List of Unpaid Reassessments"); and WHEREAS, there have been submitted to this Board certain documents providing for the issuance of the bonds by the County for the District, and the use of the proceeds of those bonds to refund certain existing bonds,including the forms of Paying Agent Agreement, Escrow Deposit and Trust Agreement and Bond Purchase Contract, and this Board, with the aid of its staff,has reviewed said documents and found them to be in proper order;and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of said bonds and the levy of said special reassessments as contemplated by this Resolution and the documents referred to herein exist,have happened and have been performed in due time,form and manner as required by the laws of the State of California, including the Act and the Bond Law; NOW, THEREFORE, BE IT RESOLVED, By the Board of Supervisors of the County of Contra Costa, as follows: Section 1. Unpaid Reassessments. The reassessments that remain unpaid are as shown on the List of Unpaid Reassessments,which is hereby approved and incorporated herein by this reference. The total amount of the unpaid reassessments is not-to-exceed $7,000,000 (or such lesser amount required to comply with Section 9525 of the Act). For a particular description of the lots, pieces and parcels of land bearing the respective reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the diagram, and any amendments thereto approved by this Board, all as recorded or to be recorded in the office of the Director of Public Works of the County, as the Superintendent of Streets of the County. Section 2. Bonds Authorized. Pursuant to the Act, this Resolution and the Paying Agent Agreement (hereafter defined), refunding improvement bonds of the County for the District designated as "County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the "Bonds") in an aggregate principal amount not-to- exceed $7,000,000 are hereby authorized to be issued. Section 3. Paying Agent Agreement. The proposed form of Paying Agent Agreement (the "Paying Agent Agreement")with respect to the Bonds in the form presented to this Board at this meeting, is hereby approved. The Auditor Controller, the Treasurer and such other official of the County as may be designated by this Board (each, an "Authorized Official"), each acting alone, are hereby authorized and directed to execute and deliver the Paying Agent Agreement in substantially said form, with such additions thereto or changes therein as are approved by the Authorized Official executing the Paying Agent Agreement upon consultation with Jones Hall, A Professional Law Corporation, the County's bond counsel ("Bond Counsel"), including such additions or changes as are necessary or advisable (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $7,000,000), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Paying Agent Agreement by said Authorized Official. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Paying Agent Agreement as finally executed. Section 4. Escrow Agreement. The form of Escrow Deposit and Trust Agreement (the "Escrow Agreement") by and between the County and BNY Western Trust Company, as escrow holder, in the form presented to this Board at this meeting is hereby approved. The Authorized Officials are hereby authorized and directed to cause the same to be completed and executed on behalf of the County in substantially said form, with such additions thereto or changes therein as are approved by the Authorized Official executing the Escrow Agreement upon consultation with Bond Counsel. Section 5. Sale of Bonds. The sale of the Bonds to the County of Contra Costa Public Financing Authority(the "Authority")is hereby approved and the Authorized Official is hereby authorized and directed to execute the Bond Purchase Contract (the "Purchase Contract") on behalf of the County in substantially the form on file with the Clerk of this Board with such additions thereto or changes therein as are approved by the Authorized Official executing the Purchase Contract upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by said Authorized Official. This Board hereby finds and determines that the sale of the Bonds to the Authority provides savings. to the Reassessment District that would not otherwise be available. Section 6. Bonds Printed and Delivered. Upon the execution of the Purchase Contract, the Bonds shall be printed, authenticated and delivered, all in accordance with the applicable terms of the Paying Agent Agreement and the Authorized Officials and other responsible County officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Contract and the Paying Agent Agreement to complete all actions required to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the purchaser. 2 Section 7. Actions. All actions heretofore taken by the officers and agents of the County with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved,confirmed and ratified, and the proper officers of the County are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, contract, and other document described in the documents herein approved. Section 8. Effective Date. This resolution shall take effect from and after its adoption. The foregoing Resolution was adopted by the Board of Supervisors of the County of Contra Costa on the 22nd day of May, 2001, on the following vote: AYES: SUPERVISORS: GIOIA, GERBER, DeSAULNIER, GLOVER, and UILKEMA NOES: SUPERVISORS: NONE ABSENT: SUPERVISORS: NONE ABSTAIN: SUPERVISORS: NONE C air ATTEST: John Sweeten,County Administrator and Clerk of the Board of Supervisors Deputy Clerk 3 -.7 RESOLUTION NO. 2001/219 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,000,000 FOR THE PURPOSE OF ACQUIRING CERTAIN LIMITED OBLIGATION REFUNDING BONDS OF THE COUNTY, AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the County of Contra Costa Public Financing Authority (the "Authority") has previously issued its County of Contra Costa Public Financing Authority 1993A Revenue Bonds in the aggregate principal amount of $11,589,000 (the "1993A Bonds") for the purpose of acquiring four issues of the bonds (collectively, the "1993 Reassessment Bonds") issued by the County of Contra Costa (the "County"), consisting of (a) Limited Obligation Refunding Bonds, County of Contra Costa, Reassessment District No. 1993-1, East Bates Avenue, Series 1993-1 (b) Limited Obligation Refunding Bonds, County of Contra Costa, Reassessment District No. 1993-2 Hidden Pond Road, Series 1993-2 (c) Limited Obligation Refunding Bonds, County of Contra Costa, Reassessment District No.. 1993-3, San Ramon Valley Boulevard at Crown Canyon Road, Series 1993-3 and (d) Limited Obligation Refunding Bonds, County of Contra Costa, Reassessment District No. 1993-4, Ranch Paraiso, Series 1993-4; and WHEREAS, the County has heretofore issued improvement bonds designated as Limited Obligation Bonds, County of Contra Costa, Assessment District No. 1992-1, Mrack Road Improvements Camino Tassajara Area, Series 1992-1 (the "1992 Bonds"); and WHEREAS, in order to realize interest rate savings, the County intends to refund the 1992 Bonds and the 1993 Reassessment Bonds (other than the bonds described in (c) of the first paragraph above) by issuing its County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the 'Reassessment Bonds"), which refunding will also result in the refunding of 1993A Bonds;and WHEREAS, in order to realize additional interest rate savings the Authority has determined to issue its County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) in the aggregate principal amount of not to exceed $7,000,000 (the "Bonds") for the purpose of providing funds to purchase the Reassessment Bonds; and WHEREAS, the Authority is authorized to issue the Bonds pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 Division 7, Title 1 of the Government code of the State of California (the "Act"); and WHEREAS, the Board of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Bonds and to approve related documents and actions; NOW, THEREFORE, BE IT RESOLVED by the Board of the County of Contra Costa Public Financing Authority as follows: Section 1. Authorization of Bonds. The Board of Directors hereby authorizes the issuance of Bonds in the maximum aggregate principal amount of $7,000,000 under the Act, for the purpose of acquiring the Reassessment Bonds. Section 2. Approval of Financing Documents. The Board hereby approves each of the following documents relating to the Bonds in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Treasurer, and the execution thereof by the Chairman, the Executive Director or the Treasurer (each, an "Authorized Officer") shall be conclusive evidence of such approval: (a) Indenture of Trust, by and between the Authority and U.S. Bank Trust National Association, as trustee, authorizing the issuance of the Bonds and prescribing the terms and conditions thereof. (b) Bond Purchase Contract, by and between the Authority, and the County,relating to the purchase of the 1999 Reassessment Bonds by the County. The Board of Directors hereby authorizes and directs an Authorized Officer to execute, and the Secretary to attest and affix the seal of the Authority to, the final form of each of the foregoing documents. The Board of Directors hereby authorizes the delivery and performance by the Authority of each of the foregoing documents. Section 3. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds by negotiation with E. Wagner & Associates, Inc. (the "Underwriter"), and the selection of E. Wagner & Associates, Inc. as Underwriter is hereby approved by this Board. The Bonds shall be sold pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the Authority and the Underwriter in the form on file with the Secretary, together with any changes therein or additions thereto approved by an Authorized Officer, provided that the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such additions and changes. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by an Authorized Officer upon submission of a proposal by the Underwriter to purchase the Bonds;provided, however, that such proposal is acceptable to the Authorized Officer executing the Bond Purchases Agreement and is consistent with the requirements of this Resolution. The amount of Underwriter's discount (excluding original issue discount) shall be not more than 1.50 percent of the par amount of the Bonds and the true effective rate of interest to be borne by the Bonds (taking into ..account any original issue discount on the sale thereof)shall not exceed seven percent(7%)per annum. Section 4. Official Statement. The Board of Directors hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds in substantially the form on file with the Secretary. Each Authorized Officer is hereby authorized to execute an appropriate certificate stating the Board of Directors' determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Authorized Officers are hereby authorized and directed to approve any changes in or additions to a final .form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes and additions. The Board of Directors hereby authorizes the distribution of the final Official Statement by the purchaser of the Bonds. The final Official Statement shall be executed in the name and on behalf of the Authority by an Authorized Officer. Section 5. Appointment of Bond Counsel. The firm of Jones Hall, A Professional Law Corporation is hereby appointed as Bond Counsel in connection with the Bonds, and the Board of Directors hereby authorizes the Authorized Officers, each acting alone, to execute, and the Secretary to attest, an Agreement For Legal Services with said firm in the form on file with the Treasurer. Section 6. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary, the Authority Attorney and any and all other officers of the Authority are hereby -2- authorized and directed,for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments,certificates,requisitions, agreements,notices,consents, instruments of conveyance, warrants and other documents,which they,or any of them,may, deem necessary or advisable in order to consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution, including the registration of the Reassessment Bonds in the name of the Trustee. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 7. Superseding of Resolution No. 99/397. This Resolution shall supersede in full Resolution No. 99/397 adopted by this Board of Directors on August 3, 1999. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Board of the County of Contra Costa Public Financing Authority in special meeting assembled on the 22nd day of May, 2001,by the following vote to wit: AYES: GIOIA, GERBER, DeSAULNIER, GLOVER and UILKEMA NOES: NONE ABSENT: NONE ABSTENTIONS: NONE IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the County of Contra Costa Public Financing Authority this 22nd day of May, 2001. ' GG Secret ry of the County/of Contra Costa Public Financing Authority -3- i COUNTY OF CONTRA COSTA FINAL REASSESSMENT REPORT REASSESSMENT DISTRICT OF 2001 (REASSESSMENT DISTRICT NO. 1993-1 EAST BATES AVENUE, REASSESSMENT DISTRICT NO. 1993-2 HIDDEN POND ROAD, REASSESSMENT DISTRICT NO. 1993-4 RANCHO PARAISO, AND ASSESSMENT DISTRICT NO. 1992-1 MRACK ROAD ' MAY 223, 2001 MORRIS MuniFinancial A W1 LLDA N COMPANY Corporate Office Regional Offices 28765 Single Oak Drive ♦ Jacksonville, FL Suite 200 ♦ Kansas County, MO Temecula, CA 92590 ♦ Oakland, CA Tel: (909)699-3990 ♦ Phoenix, AZ Tel: (800)755-MUNI (6864) ♦ Sacramento, CA Fax: (909)699-3460 ♦ Seattle, WA www.muni.com ♦ Washington, DC COUNTY OF CONTRA COSTA 1REASSESSMENT REPORT Division 11.5, Streets &Highways Code of the State of California Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates,Reassessment District No. 1993-2 Hidden Pond Road,Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) ITEM PAGE NO REASSESSMENTREPORT...............................................................................................................................1 COSTESTIMATE...............................................................................................................................................3 DISTRICT DEBT SERVICE SCHEDULES......................................................................................................9 REASSESSMENTROLL..................................................................................................................................25 COMPARISON OF THE AUDITOR'S RECORDS FOR THE EXISTING BONDS AND THE 2001 REFUNDING BONDS.........................................................................36 NAMES AND ADDRESSES OF PROPERTY OWNERS..............................................................................42 METHOD OF REASSESSMENT.....................................................................................................................66 CERTIFICATIONS............................................................................................................................................67 -- REASSESSMENT DIAGRAM..........................................................................................................................68 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Overview The County of Contra Costa Public Financing Authority is issuing 2001 Revenue Bonds to purchase the County of Contra Costa Reassessment District of 2001. This report is prepared for and addresses the underlying districts contained in Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates; Reassessment District No. 1993-2 Hidden Pond Road; Reassessment District No. 1993-4 Rancho Paraiso; and Assessment District No. 1992-1 Mrack Road) which are securing the revenue bonds and ensures that the County of Contra Costa is meeting the summary refunding requirements. 1 i 1 1 1 1 1 COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Reassessment Report WHEREAS, on May 22, 2001 the Board of Supervisors of the County of Contra Costa, 1 California, pursuant to the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act"), adopted its Resolution of Intention No. for the Reassessment of the real property within the boundaries of the County's Reassessment District of 2001 (the "District") and for the refunding of the outstanding principal amounts of certain improvement bonds of the County, all as more particularly described in the Resolution of Intention (the "Prior Bonds"), and to pay the costs of said reassessment refunding; WHEREAS, said Resolution directed the undersigned to make and file a report presenting � P P g (a) a schedule setting forth the unpaid principal and interest of the Prior Bonds to be refunded and the total amounts thereof, (b) the total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest rate thereon, together with an estimate of the cost of the reassessment and of issuing the refunding bonds, (c) the auditor's record showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof, (d) the estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number of the reassessment diagram, together with a proposed auditor's record for the reassessment, and (e) a reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land within the district, each subdivision, including each separate condominium interest as defined in Section 783 of the Civil Code, to be given a separate number upon the diagram; reference is hereby made to the Resolution for further particulars; NOW THEREFORE, the undersigned, hereby makes the following report for consideration ' by the Board of Supervisors. The amount to be paid for said refunding, together with the expenses incidental thereto, and the reassessment par amount are set forth herein. 1 As required by the Act, a diagram hereto attached showing the reassessment district and also the boundaries and dimensions of the respective subdivisions of land within said reassessment district, each of which subdivisions having been given a separate number upon said diagram. Said reassessment is made upon the several subdivisions of land within said assessment district in proportion to the unpaid principal amount of the original assessment recorded as a lien against each said subdivision of land. The diagram and reassessment numbers appearing 1 COUNTY OF CONTRA COSTA Reassessment District of 2001 ' (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) herein are the diagram numbers appearing on said diagram, to which reference is hereby made for a more particular description of said property. Each subdivision of land reassessed is described in the reassessment list by reference to its parcel number as shown on the Assessor's Maps of the County of Contra Costa for the fiscal year 2001-2002 and includes all of such parcel. For a more particular description of said ' property, reference is hereby made to the deeds and maps on file and of record in the office of the County Recorder of said County. Unpaid delinquent assessments and reassessments with respect to the Prior Districts (as defined in the Resolution of Intention), together with interest and penalties thereon, are not subject to these reassessment proceedings and shall not be superseded by the reassessments described herein, and the lien thereon shall be equal in priority to the lien of the reassessments described herein. . The report has determined that the following conditions have been satisfied according to the Street and Highways Code Section 9525: (a) The estimated annual installment of principal and interest on the reassessment is less than the corresponding annual installment of principal and interest on the unpaid original ' assessment being superseded and supplanted by the same percentage for all subdivisions of land within the assessment district. (b) The principal amount of the reassessment on each subdivision of land within the assessment district is less than unpaid principal amount of the original assessment being superseded and supplanted. ' (c) The final year of maturity of the proposed refunding bonds is the same as the final year of maturity of the prior bonds. Dated as of May 22, 2001 ' MuniFinancial. By Scott Koppel Division Manager 2 COUNTY OF CONTRA COSTA 1 Reassessment District of 2001 (Reassessment District No. 1993=1 East Bates,Reassessment District No. 1993-2 Hidden Pond Road,Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Cost Estimate Schedule of Estimated Sources and Uses 1 1 3 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 1 Summary ' Schedule of. Sources. and. Uses Call.Date of Prior Issue: 09/02/01 Refunding.Bonds Dated.Date: 06/24/01 Refunding Bonds.Delivery.Date: 06/24/01 ' SOURCES: Bond Proceeds Par.Amount of.Refunding Bonds. $6,280,582.00 Other Sources of.Funds Prior Bonds Debt Service Reserve.Fund 33,110.00 Prior Bonds Redemption Fund 822,822.00 Prior Bonds Improvement Fund 0.00 TOTAL SOURCES $7,136,514.00 USES: Refunding Escrow Deposits Escrow.Deposit $7,080,104.46 Other Uses of.Funds ....Reserve.Fund* 33,110.00 Underwriter's Discount* 5,211.00 ' ....Cost of Issuance* 17,441.00 ... Administration.Fee' 0.00 ... .Miscellaneous/Contingency 647.54 ' TOTAL USES $7,136,514.00 ' *To be funded at the Revenue Bond level except for.AD 1992-1.Mrack Road ' MuniFinandal 4 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 1 Reassessment District No. 1993-1, East Bates Avenue Schedule of.Sources. and. Uses Call Date of Prior Issue: 09/02/01 Refunding Bonds Dated.Date: 06/24/01 Refunding Bonds.Delivery Date: 06/24/01 SOURCES: Bond.Proceeds Par.Amount of Refunding Bonds $986,730.00 Other Sources of Funds ' .. Prior.Bonds Debt Service.Reserve Fund 0.00 ....Prior Bonds.Redemption Fund 231,150.00 ..Prior Bonds.Improvement Fund 0.00 TOTAL SOURCES $1,217,880.00 USES: Refunding Escrow.Deposits ...Escrow Deposit $1,217,880.00 Other Uses of.Funds ....Reserve Fund` 0.00 ....Underwriter's Discount" 0.00 1 Cost of.Issuance" 0.00 Administration.Fee 0.00 ... Miscellaneous/Contingency 0.00 ' TOTAL USES $1,217,880.00 To be funded at the Revenue Bond level. MuniFinarncial 5 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-2, Hidden Pond Road Schedule of Sources. and. Uses Call Date of Prior Issue: 09/02/01 Refunding Bonds Dated Date: 06/24/01 Refunding Bonds Delivery Date: 06/24/01 SOURCES: Bond Proceeds Par Amount of Refunding Bonds $473,853.00 ' Other Sources of Funds Prior Bonds Debt Service Reserve Fund 0.00 Prior Bonds Redemption Fund 78,752.00 Prior Bonds Improvement Fund 0.00 TOTAL SOURCES $552,605.00 USES: Refunding Escrow Deposits Escrow Deposit $552,605.00 ' Other Uses of Funds Reserve Fund* 0.00 ' Underwriter's Discount* 0.00 Cost of Issuance* 0.00 Administration Fee 0.00 Miscellaneous/Contingency 0.00 TOTAL USES $552,605.00 ' *To be funded at the Revenue Bond level. ' MuniFinandal 6 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 1 Reassessment District No. 1993-4, Rancho Paraiso ' Schedule of Sources and Uses Call Date of Prior Issue: 09/02/01 ' Refunding Bonds Dated Date: 06/24/01 Refunding Bonds Delivery Date: 06/24/01 SOURCES: Bond Proceeds Par Amount of Refunding Bonds $4,429,999.00 Other Sources of Funds ' Prior Bonds Debt Service Reserve Fund 0.00 Prior Bonds Redemption Fund 429,324.00 Prior Bonds Improvement Fund 0.00 ' TOTAL SOURCES $4,859,323.00 ' USES: Refunding Escrow Deposits ' Escrow Deposit $4,859,323.00 Other Uses of Funds Reserve Fund* 0.00 Underwriter's Discount* 0.00 ' Cost of Issuance* 0.00 Administration Fee 0.00 Miscellaneous/Contingency 0.00 ' TOTAL USES $4,859,323.00 *To be funded at the Revenue Bond level. ' NfuniFinandal 7 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 ' AD No. 1992-1, Mrack Road ' Schedule of Sources and Uses Call Date of Prior Issue: 09/02/01 ' Refunding Bonds Dated Date: 06/24/01 Refunding Bonds Delivery Date: 06/24/01 ' SOURCES: ' Bond Proceeds Par Amount of Refunding Bonds $390,000.00 Other Sources of Funds ' Prior Bonds Debt Service Reserve Fund 33,110.00 Prior Bonds Redemption Fund 83,596.00 Prior Bonds Improvement Fund 0.00 ' TOTAL SOURCES $506,706.00 ' USES: ' Refunding Escrow Deposits Escrow Deposit Net of Escrow Earnings $450,296.46 ' Other Uses of Funds Reserve Fund 33,110.00 Underwriter's Discount 5,211.00 Cost of Issuance 17,441.00 Administration Fee 0.00 Miscellaneous/Contingency 647.54 ' TOTAL USES $506,706.00 ' MuniFinancial 8 1 i COUN'T'Y OF CONTRA COSTA Reassessment District of 2001 ' (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road,Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) 1 ' District Debt Service Schedules i 1 1 1 1 1 1 1 1 1 1 1 1 1 9 1 ' COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary of Refunded Bonds' Debt Service Schedules Net of.Prior Bond Call merit:::::: lrlterest::::::::P�`FrtcF at: In#erest: Se:rrii=Anrival::::::Total Annul ............ .............. ....................... ...................... ...................... ...................... ...................... ............................................................ ............................................. iieRate:::::::: ::: :::: Du : ::::::: ::Dile:::::::: :::Pa exit:::: ' ....... .....................................................................Y .................Payr!rtent..... 9/2/2001 Varies $350,000.00 $245,917.43 $595,917.43 $595,917.43 t 3/2/2002 234,501.23 234,501.23 9/2/2002 Varies 385,000.00 234,501.23 619,501.23 854,002.45 3/2/2003 221,519.10 221,519.10 9/2/2003 Varies 420,000.00 221,519.10 641,519.10 863,038.20 3/2/2004 206,887.53 206,887.53 9/2/2004 Varies 450,000.00 206,887.53 656,887.53 863,775.05 3/2/2005 190,729.40 190,729.40 ' 9/2/2005 Varies 485,000.00 190,729.40 675,729.40 866,458.80 3/2/2006 172,984.88 172,984.88 9/2/2006 Varies 515,000.00 172,984.88 687,984.88 860,969.75 ' 3/2/2007 154,126.65 154,126.65 9/2/2007 Varies 325,000.00 154,126.65 479,126.65 633,253.30 3/2/2008 142,087.53 142,087.53 ' 9/2/2008 Varies 350,000.00 142,087.53 492,087.53 634,175.05 3/2/2009 129,104.45 129,104.45 9/2/2009 Varies 365,000.00 129,104.45 494,104.45 623,208.90 3/2/2010 115,550.55 115,550.55 ' 9/2/2010 Varies 330,000.00 115,550.55 445,550.55 561,101.10 3/2/2011 103,211.40 103,211.40 9/2/2011 Varies 365,000.00 103,211.40 468,211.40 571,422.80 ' 3/2/2012 89,102.70 89,102.70 9/2/2012 Varies 400,000.00 89,102.70 489,102.70 578,205.40 3/2/2013 73,645.28 73,645.28 9/2/2013 Varies 445,000.00 73,645.28 518,645.28 592,290.55 3/2/2014 56,453.78 56,453.78 9/2/2014 Varies 440,000.00 56,453.78 496,453.78 552,907.55 3/2/2015 39,498.38 39,498.38 ' 9/2/2015 Varies 485,000.00 39,498.38 524,498.38 563,996.75 3/2/2016 20,808.90 20,808.90 9/2/2016 Varies 540,000.00 20,808.90 560,808.90 581,617.80 ' Totals: $6,650,000.00 __$4 146 340.88 $10,796,340.88 $10,796,340.L8] ' MuniFinandal 10 ' COUNTS' OF CONTRA COSTA ' Reassessment District of 2001 Summary of Refunding Bonds' Debt Service Schedules ' Dated Date: 6/21/2001 First Coupon: 3/2/2002 First Maturity: 9/2/2002 ::Fr nci:ai:::::: interest: 3enni=i4nnuaF::::::Tatsl:Annual t ............ : :: ....:::....: ::::::::::::: :;:::::::::;: .Due.:.::::. ::::Fta a Due Date. ... P.aym��#... .P t 9/2/2001 Varies $0.00 $0.00 $0.00 $0.00 3/2/2002 250,825.11 250,825.11 ' 9/2/2002 Varies 395,582.00 179,874.58 575,456.58 826,281.70 3/2/2003 170,377.50 170,377.50 9/2/2003 Varies 475,000.00 170,377.50 645,377.50 815,755.00 3/2/2004 157,183.75 157,183.75 9/2/2004 Varies 465,000.00 157,183.75 622,183.75 779,367.50 3/2/2005 144,068.50 144,068.50 ' 9/2/2005 Varies 500,000.00 144,068.50 644,068.50 788,137.00 3/2/2006 132,538.50 132,538.50 9/2/2006 Varies 540,000.00 132,538.50 672,538.50 805,077.00 ' 3/2/2007 117,336.00 117,336.00 9/2/2007 Varies 340,000.00 117,336.00 457,336.00 574,672.00 3/2/2008 106,578.50 106,578.50 9/2/2008 Varies 370,000.00 106,578.50 476,578.50 583,157.00 ' 3/2/2009 97,204.75 97,204.75 9/2/2009 Varies 385,000.00 97,204.75 482,204.75 579,409.50 3/2/2010 84,628.75 84,628.75 ' 9/2/2010 Varies 345,000.00 84,628.75 429,628.75 514,257.50 3/2/2011 75,357.50 75,357.50 9/2/2011 Varies 370,000.00 75,357.50 445,357.50 520,715.00 3/2/2012 62,757.50 62,757.50 9/2/2012 Varies 395,000.00 62,757.50 457,757.50 520,515.00 3/2/2013 49,440.00 49,440.00 9/2/2013 Varies 415,000.00 49,440.00 464,440.00 513,880.00 ' 3/2/2014 35,572.50 35,572.50 9/2/2014 5.450% 400,000.00 35,572.50 435,572.50 471,145.00 3/2/2015 24,672.50 24,672.50 9/2/2015 5.550% 430,000.00 24,672.50 454,672.50 479,345.00 3/2/2016 12,740.00 12,740.00 9/2/2016 5.600% 455,000.00 12,740.00 467,740.00 480,480.00 ' Totals: $6,280,582.00 $2,971,612.20 $9,252,194.20 $9,252.194.20 ' Mun&mi ancial 11 COUNTY OF CONTRA COSTA, Reassessment District of 2001 Summary of Refunded vs. Refunding Bonds t ... ............ 1,� n, 'a........ ................................. ............ ................. ... ........... pyl '41i'6 U 2001 $595,917.43 $0.00 n/a 2002 854,002.45 826,281.70 $27,720.75 2003 863,038.20 815,755.00 47,283.20 2004 863,775.05 779,367.50 84,407.55 2005 866,458.80 788,137.00 78,321.80 2006 860,969.75 805,077.00 . 55,892.75 2007 633,253.30 574,672.00 58,581.30 2008 634,175.05 583,157.00 51,018.05 2009 623,208.90 579,469.50 43,799.40 2010 561,101.10 514,257.50 46,843.60 2011 571,422.80 520,715.00 50,707.80 2012 578,205.40 520,515.00 57,690.40 2013 592,290.55 513,880.00 78,410.55 2014 552,907.55 471,145.00 81,762.55 2015 563,996.75 479,345.00 84,651.75 2016 581,617.80 480,480.00 101,137.80 Totals: $10,796,340,881 $9,252,194.20 $948,229.251 MuniFinancial 12 1' COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No.. 1993-1,East Bates.Avenue Net of Prior Bond Call Dated Date: First Coupon: First Maturity: .a :o a rio *iom ............. ...... ...... ..... ................... .......... ................. .. ................. . .......................... ........................ . ... ... .. ........ ...e:::;:::::::::. ... ................. ..... ..................... .. .......... Y.M n t..... ....... . .... ..........DI ........ . . ...... �f 9/2/2001 6.431% $160,000.00 $39,924.80 $199,924.80 $199,924.80 �' 3/2/2002 34,780.00 34,780.00 9/2/2002 6.649% 175,000.00 34,780.00 209,780.00 244,560.00 3/2/2003 28,962.13 28,962.13 9/2/2003 6.867% 185,000-00 28,962.13 213,962.13 242,924.25 I' 3/2/2004 22,610.15 22,610.15 JJ 9/2/2004 7.085% 200,000.00 22,610.15 222,610.15 245,220.30 3/2/2005 15,525.15 15,525.15 9/2/2005 7.221% 210,000.00 15,525.15 225,525.15 241,050.30 3/2/2006 7,943.10 7,943.10 9/2/2006 7.221% 220,000.00 7,943.10 227,943.10 235,886.20 �' 3/2/2007 0.00 0.00 9/2/2007 0.00 0.00 0.00 3/2/2008 0.00 0.00 9/2/20011 0.00 0.00 0.00 1� 3/2/2009 0.00 0.00 9/2/2009 0.00 0.00 0.00 3/2/2010 0.00 0.00 ll 9/2/2010 0.00 0.00 0.00 3/2/2011 0.00 0.00 9/2/2011 0.00 0.00 0.00 3M012 0.00 0.00 9/2/2012 0.00 0.00 0.00 3/2/2013 0.00 0.00 9/2/2013 0.00 0.00 0.00 I' 3/2/2014 0.00 0.00 9M014 0.00 0.00 0.00 3/2/2015 0.00 0.00 9/2/2015 0.00 0.00 0.00 3=16 0.00 0.00 9M016 0.00 0.00 0.00 Totals: $1,150,0 00.00 $259,565.85 $1,409,565.85 $1,409,565.85 MuniFinancial 13 COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-1, East Bates Avenue Net of Prior Bond.Call Dated Date: 6/21/2001 First Coupon: 3/2/2002 INFirst Maturity: 92/2002 ...................... .............. ....................... ................................................................... Pa men#::::::::(nterest:: ::::::P�nGi ai::::: : IRterest:::::::::::::Semi;Ai�nual:: ::T4taI:�Anbual:: ........X............ .............. ............. ......... ................................................................... .:.:. Rate:::.: .::.:.:.:......::::::: due: P : rrre.... :Pa::ri 9/2/2001 4.840% $0.00 $0.00 $0.00 $0.00 3/2/2002 36,610.60 36,610.60 9/2/2002 4.840% 171,730.00 26,254.62 197,984.62 234,595.22 . 3/2/2003 22,098.75 22,098.75 9/22003 5.650% 185,000.00 22,098.75 207,098.75 229,197.50 3/2/2004 16,872.50 16,872.50 92/2004 5.720% 200,000.00 16,872.50 216,872.50 233,745.00 3/2/2005 11,152.50 11,152.50 9/2/2005 4.650% 210,000.00 11,152.50 221,152.50 232,305.00 3/2/2006 6,270.00 6,270.00 9/2/2006 5.700% 220,000.00 6,270.00 226,270.00 232,540.00 3/2/2007 0.00 0.00 9/2/2007 .0.00 0.00 0.00 322008 0.00 0.00 9/2/2008 0.00 0.00 0.00 3/2/2009 0.00 0.00 92/2009 0.00 0.00 0.00 32/2010 0.00 0.00 9/2/2010 0.00 0.00 0.00 32/2011 0.00 0.00 92/2011 0.00 0.00 0.00 32/2012 0.00 0.00 92/2012 0.00 0.00 0.00 3/22013 0.00 0.00 922013 0.00 0.00 0.00 3/2/2014 0.00 0.00 92/2014 0.00 0.00 0.00 322015 0.00 0.00 9/2/2015 0.00 0.00 0.00 3/2/2016 0.00 0.00 92/2016 0.00 0.00 0.00 Totals: $986 730.00 $175,652.72 $1,162,382.72 $1,162,382.72 ' MuniFinancial 14 COUNTY. OF CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-1, East Bates Avenue Refunded vs. Refunding Bonds ..... ...... . .................. . . ........ -me'n't:::::::: Proposed:::::::::::: ::::::: ::::: :T6W: ...... p ....... ..... 2001 $199,924.80 $0.00 n/a 2002 244,560.00 234,595.22 $9,964.78 2003 242,924.25 229,197.50 13,726.75 2004 245,220.30 233,745.00 11,475.30 2005 241,050.30 232,305.00 8,745.30 2006 235,886.20 232,540.00 3,346.20 2007 0.00 0.00 0.00 2008 0.00 0.00 0.00 2009 0.00 0.00 0.00 2010 0.00 0.00 0.00 2011 0.00 0.00 0.00 2012 0.00 0.00 0.00 2013 0.00 0.00 0.00 2014 0.00 0.00 0.00 2015 0.00 0.00 0.00 2016 0.00 0.00 0.00 Totals: $1,409,565.85 $1,162,382.72 $47,258.33j. MuniFinancial 15 1 COUNTY F OU TY O CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-2, Hidden Pond Road Net of Prior Bond Call Dated Date: First Coupon: First Maturity: ::::::::pa rent:::::: interest: prirtici aE: lei#erest: Semi=Arirfuai:::: :7o#aliinual X............ .............. ..............p........ ...................... ...................... ...................... ...................... .......................................................................................................... to ;:: : e .::.:Pa en#.:.::.:.: ::::::::::P : e .......... ::�::::::::�:�1J.u.......... .......Ra....................Dua.�.�::�::�:::::�:�::::;::::�:Due:�:�:�:;:�::�:�::�:.......yr►�................ 9/2/2001 6.434% $45,000.00 $18,355.10 $63,355.10 $63,355.10 3/2/2002 16,907.45 16,907.45 9/2/2002 6.652% 45,000.00 16,907.45 61,907.45 78,814.90 3/2/2003 15,410.75 15,410.75 9/2/2003 6.870% 50,000.00 15,410.75 65,410.75 80,821.50 3/2/2004 13,693.25 13,693.25 9/2/2004 7.088% 50,000.00 13,693.25 63,693.25 77,386.50 3/2/2005 11,921.25 11,921.25 9/2/2005 7.225% 60,000.00 11,921.25 71,921.25 83,842.50 3/2/2006 9,753.75 9,753.75 9/2/2006 7.225% 65,000.00 9,753.75 74,753.75 84,507.50 3/2/2007 7,405.63 7,405.63 9/2/2007 7.225% 70,000.00 7,405.63 77,405.63 84,811.25 3/2/2008 4,876.88 4,876.88 9/2/2008 7.225% 70,000.00 4,876.88 74,876.88 79,753.75 3/2/2009 2,348.13 2,348.13 9/2/2009 7.225% 65,000.00 2,348.13 67,348.13 69,696.25 ' 3/2/2010 0.00 0.00 9/2/2010 0.00 0.00 0.00 3/2/2011 0.00 0.00 9/2/2011 0.00 0.00 0.00 3/2/2012 0.00 0.00 9/2/2012 0.00 0.00 0.00 3/2/2013 0.00 0.00 9/2/2013 0.00 0.00 0.00 3/2/2014 0.00 0.00 9/2/2014 0.00 0.00 0.00 ' 3/2/2015 0.00 0.00 9/2/2015 0.00 0.00 0.00 3/2/2016 0.00 0.00 9/2/2016 0.00 0.00 0.00 Totals: $520,000.00 $182,989.25 $702,989.25 $702,989.25jj MuniFinancial 16 COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-2, Hidden Pond Road Net.of Prior Bond Call Dated Date: 6/21/2001 First Coupon: 3/2/2002 First Maturity: 9/2/2002 nnc M .4 U .. :..... ..::.late .. ...... .. . . ..... :::::::Pay. .......... ..... .......... ue ..................... ........... .. ............. ...................... ...................... .::Payment. . ..... P 9/2J2001 4.840% $0.00 $0.00 $0.00 $0.00 3=02 18,397.94 18,397.94 9/2/2002 4.840% 43,853.00 13,193.74 57,046.74 75,444.68 3/2/2003 12,132.50 12,132.50 9/2/2003 5.650% 50,000.00 12,132.50 62,132.50 74,265.00 3/2/2004 10,720.00 10,720.00 9/2/2004 5.720% 50,000.00 10,720.00 60,720.00 71,440.00 3/2/2005 9,290.00 9,290.00 9/2/2005 4.650% 60,000.00 9,290.00 69,290.00 78,580.00 322006 7,895.00 7,895.00 922006 5.700% 65,000.00 7,895.00 72,895.00 80,790.00 3/2/2007 6,042.50 6,042.50 922007 6.500% 70,000.00 6,042.50 76,042.50 82,085.00 322008 3,767.50 3,767.50 9/2/2008 5.100% 70,000.00 3,767.50 73,767.50 77,535.00 3/2/2009 1,982.50 1,982.50 922009 6.100% 65,000.00 1,982.50 66,982.50 68,965.00 3/2/2010 0.00 0.00 9/2/2010 0.00 0.00 0.00 3/2/2011 0.00 0.00 922011 0.00 0.00 0.00 3/2/2012 0.00 0.00 9/2/2012 0.00 0.00 0.00 3/2/2013 0.00 0.00 9/2/2013 0.00 0.00 0.00 3/2/2014 0.00 0.00 9/2/2014 0.00 0.00 0.00 322015 0.00 0.00 922015 0.00 0.00 0.00 3/2/2016 0.00 0.00 9/2/2016 0.00 0.00 0.00 Totals: $473 853,00 t $135,251.68 $609,104.68 $609,104.68 MuniFm* andal 17 1 COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-2, Hidden Pond Road Refunded vs. Refunding Bonds r , , . ..... ...... .. Pay ....................... ....... ..................... .. Pt'o ...... . ... ...................... ........ ..... .......................... ......................... . ........ .. . ......... ...... 4,ymqnt::-:- ........... 2001 $63,355.10 $0.00 n/a 2002 78,814.90 75,444.68 $3,370.22 2003 80,821.50 74,265.00 6,556.50 2004 77,386.50 71,440.00 5,946.50 2005 83,842.50 78,580.00 5,262.50 2006 84,507.50 80,790.00 3,717.50 2007 84,811.25 82,085.00 2,726.25 2008 79,753.75 77,535.00 2,218.75 2009 69,696.25 68,965.00 731-25 2010 0.00 0.00 0.00 2011 0.00 0.00 0.00 2012 0.00 0.00 0.00 2013 0.00 0.00 0.00 2014 0.00 0.00 0.00 2015 0.00 0.00 0.00 2016 0.00 0.00 0.00 li Totals: i $-70-2—,9-8-9.-251 $609,104.68 $30,529.47 MuniFinancial 18 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Reassessment District No. 1993-4, Rancho Paraiso Refunded Bonds'.Debt Service Schedule Net of Prior. Bond Call 1 Dated Date: First Coupon: ' First Maturity: :::Pa ri�ent:: ::: Interest::::::::Princi al: lnteres4: Semi=Anal::::::`Tota Annual y............ .............. ..............p........ ...................... ....erni ........... ....ota" . ............ ................................................................................... ............................................. te::::::;::::::::::::: e::::::;:;::::::::::::::::::::::*::..... rr.... :::: Du............ ....Ra..................Du....... . ...........Due:::::: ::::: Pay.....t.............Payment:;::: 9/2/2001 6.614% $125,000.00 $171,356.28 $296,356.28 $296,356.28 3/2/2002 167,222.53 167,222.53 9/2/2002 6.838% 145,000.00 167,222.53 312,222.53 479,445.05 3/2/2003 162,264.98 162,264.98 ' 9/2/2003 7.062% 160,000.00 162,264.98 322,264.98 484,529.95 3/2/2004 156,615.38 156,615.38 9/2/2004 7.287% 175,000.00 156,615.38 331,615.38 488,230.75 3/2/2005 150,239.25 150,239.25 1 9/2/2005 7.427% 185,000.00 150,239.25 335,239.25 485,478.50 3/2/2006 143,369.28 143,369.28 9/2/2006 7.427% 200,000.00 143,369.28 343,369.28 486,738.55 3/2/2007 135,942.28 135,942.28 9/2/2007 7.427% 225,000.00 135,942.28 360,942.28 496,884.55 3/2/2008 127,586.90 127,586.90 9/2/2008 7.427% 245,000.00 127,586.90 372,586.90 500,173.80 3/2/2009 118,488.83 118,488.83 9/2/2009 7.427% 265,000.00 118,488.83 383,488.83 501,977.65 3/2/2010 108,648.05 108,648.05 9/2/2010 7.427% 290,000.00 108,648.05 398,648.05 507,296.10 3/2/2011 97,878.90 97,878.90 9/2/2011 7.707% 320,000.00 97,878.90 417,878.90 515,757.80 3/2/2012 85,547.70 85,547.70 9/2/2012 7.707% 355,000.00 85,547.70 440,547.70 526,095.40 3/2/2013 71,867.78 71,867.78 ' 9/2/2013 7.707% 400,000.00 71,867.78 471,867.78 543,735.55 3/2/2014 56,453.78 56,453.78 9/2/2014 7.707% 440,000.00 56,453.78 496,453.78 552,907.55 3/2/2015 39,498.38 39,498.38 9/2/2015 7.707% 485,000.00 39,498.38 524,498.38 563,996.75 3/2/2016 20,808.90 20,808.90 9/2/2016 7.707% 540,000.00 20,808.90 560,808.90 581,617.80 Totals: $4,555,000.00 $3,456,222.03 $8,011,222.03 $8 011 222.03. ' MuniFinancial 19 COUNTY OF CONTRA COSTA Reassessment District of 2001 Reassessment District No.. 1993-4, Rancho.Paraiso Refunding Bonds'.Debt Service Schedule Net of Prior.Bond Call Dated Date: 6/21/2001 First Coupon: 3/242002 First Maturity: 942/2002 j- r i4A-M0iaf':- 0 -Ahhuail:-..� ayrp-en ....... ........ ............................. ................... . ..... b* ell ....... YM 9/2/2001 4.850% $0.00 $0.00 $0.00 $0.00 3/2/2002 $182,759.34 182,759.34 9/2/2002 4.850% 159,999.00 131,062.48 291,061.48 473,820.82 3/2/2003 127,182.50 127,182.50 9/212003 5,650% 210,000,00 127,112,50 337,182,50 464,365 00 3/2/2004 121,250.00 121,250.00 9/2/2004 5.720% 190,000.00 121,250.00 311,250.00 432,500.00 3/2/2005 115,816.00 115,816.00 9/2/2005 4.600% 200,000.00 115,816.00 315,816.00 431,632.00 3/2/2006 111,216.00 111,216.00 9/2/2006 5.700% 225,000.00 111,216.00 336,216.00 447,432.00 3/2/2007 104,803.50 104,803.50 9/2/2007 6.500% 240,000.00 104,803.50 344,803.50 449,607.00 3/22008 97,003.50 97,003.50 9/2/2008 5.100% 265,000.00 97,003.50 362,003.50 459,007.00 3/2/2009 90,246.00 90,246.00 9/2/2009 6.820% 285,000.00 90,246.00 375,246.00 465,492.00 3/2/2010 80,527.50 80,527.50 1 9/2/2010 5.400% 310,000.00 80,527.50 390,527.50 471,055.00 3/2/2011 72,157.50 72,157.50 9/2/2011 7.000% 330,000.00 72,157.50 402,157.50 474,315.00 3/2/2012 60,607.50 60,607.50 9/2/2012 6.900% 355,000.00 60,607.50 415,607.50 476,215.00 3/2/2013 48,360.00 48,360.00 9/2/2013 6*1120% 375,000,00 48,360*00 423,360,00 471,720,00 3/2/2014 35,572.50 35,572.50 9/2/2014 5.450% 400,000.00 35,572.50 435,572.50 471,145.00 3/2/2015 24,672.50 24,672.50 9/2/2015 5.550% 430,000.00 24,672.50 454,672.50 479,345.00 3/2/2016 12,740.00 12,740.00 9/2/2016 5.600% 455,000.00 12,740.00 467,740.00 480,480.00 Totals: $4,429,999.00 $2,518,131.82 $6,948,130.82 $6,948,130.82:]l Mun&M' ancial 20 a COUNTY OF. CONTRA COSTA Reassessment District of 2001 Reassessment District No. 1993-4, Rancho Paraiso Refunded vs. Refunding Bonds p yrtte it ..... ...... d:::::::;::::::::::::::::::: 'o#air:::::::::::::;: meet::::::: Pa"le : :::::::::...Savin 2001 $296,356.28 $0.00 n/a 2002 479,445.05 473,820.82 $5,624.23 2003 484,529.95 464,365.00 20,164.95 2004 488,230.75 432,500.00 55,730.75 2005 485,478.50 431,632.00 53,846.50 ' 2006 486,738.55 447,432.00 39,306.55 2007 496,884.55 449,607.00 47,277.55 2008 500,173.80 459,007.00 41,166.80 ' 2009 501,977.65 465,492.00 36,485.65 2010 507,296.10 471,055.00 36,241.10 2011 515,757.80 474,315.00 41,442.80 ' 2012 526,095.40 476,215.00 49,880.40 2013 543,735.55 471,720.00 72,015.55 2014 552,907.55 471,145.00 81,762.55 2015 563,996.75 479,345.00 84,651.75 2016 581,617.80 480,480.00 101,137.80 Totals: $8,011,222.03 $6,948,130.82 $766,734.93 MuniFinancial 21 COUNTY OF CONTRA COSTA Reassessment District of 2001 AD No. 1992-1, Mrack Road Refunded Bonds' Debt Service Schedule Net of Prior Bond Call Dated Date: 12/15/1987 First Coupon: 3/2/1989 ' First Maturity: 9/2/1989 Pa n......nt:::::: Interest :: Prirtioi al: Interest: Se:rrii=Annuar.... Total Annual Y ........... .............. ........ . ...p........ ................ ..... ...................... ...................... ...................... .......................................................................................................... e:::::::: a#e:::::::::::::::::::::: e::;: ::::;:::::::: ::::::::::: :::... ... ..::: ........ .. ... :.::..:.pu ........... ... R... D�. ..... ... ......Oue.::::: :: :::.......ym . ............Payrment..:::: 9/2/2001 6.900% $20,000.00 $16,281.25 $36,281.25 $36,281.25 3/2/2002 15,591.25 15,591.25 9/2/2002 7.100% 20,000.00 15,591.25 35,591.25 51,182.50 3/2/2003 14,881.25 14,881.25 9/2/2003 7.300% 25,000.00 14,881.25 39,881.25 54,762.50 3/2/2004 13,968.75 13,968.75 9/2/2004 7.400% 25,000.00 13,968.75 38,968.75 52,937.50 3/2/2005 13,043.75 13,043.75 ' 9/2/2005 7.500% 30,000.00 13,043.75 43,043.75 56,087.50 3/2/2006 11,918.75 11,918.75 9/2/2006 7.600% 30,000.00 11,918.75 41,918.75 53,837.50 3/2/2007 10,778.75 10,778.75 9/2/2007 7.700% 30,000.00 10,778.75 40,778.75 51,557.50 3/2/2008 9,623.75 9,623.75 9/2/2008 7.750% 35,000.00 9,623.75 44,623.75 54,247.50 3/2/2009 8,267.50 8,267.50 9/2/2009 7.800% 35,000.00 8,267.50 43,267.50 51,535.00 ' 3/2/2010 6,902.50 6,902.50 9/2/2010 7.850% 40,000.00 6,902.50 46,902.50 53,805.00 3/2/2011 5,332.50 5,332.50 9/2/2011 7.900% 45,000.00 5,332.50 50,332.50 55,665.00 3/2/2012 3,555.00 3,555.00 9/2/2012 7.900% 45,000.00 3,555.00 48,555.00 52,110.00 3/2/2013 1,777.50 1,777.50 9/2/2013 7.900% 45,000.00 1,777.50 46,777.50 48,555.00 3/2/2014 0.00 0.00 9/2/2014 0.00 0.00 0.00 3/2/2015 0.00 0.00 9/2/2015 0.00 0.00 0.00 3/2/2016 0.00 0.00 9/2/2016 0.00 0.00 0.00 Totals: $425,000.00 $247,5613.75 $672,563.75 $672 563.75 MuniFinancid 22 ' COUNTY OFRA CONT COSTA Reassessment District of 2001 AD No. 1992-1,Mrack Road Refunding Bonds' Debt Service Schedule Net of.Prior Bond Call Dated Date: 6/21/2001 First Coupon: 3/2/2002 ' First Maturity: 9/2/2002 n#e�....:::: ::: ... .. Paymen :::::::::: ..l. .. estn. �pa�:::::: ::. ..In er s.... . ....Sm..... tua#.... ........Rn. .a... Due fit......::: .. ............. ... C3ue: :::::Pa::rrie .::.:.:: .:.:.:::Ra :meat:: ::::: ................... 9/2/2001 4.000% $0.00 $0.00 $0.00 $0.00 3/2/2002 13,057.23 13,057.23 9/2/2002 4.000% 20,000.00 9,363.75 29,363.75 42,420.98 3/2/2003 8,963.75 8,963.75 ' 9/2/2003 4.150% 30,000.00 8,963.75 38,963.75 47,927.50 3/2/2004 8,341.25 8,341.25 9/2/2004 4.250% 25,000.00 8,341.25 33,341.25 41,682.50 3/2/2005 7,810.00 7,810.00 9/2/2005 4.350% 30,000.00 7,810.00 37,810.00 45,620.00 3/2/2006 7,157.50 7,157.50 9/2/2006 4.450% 30,000.00 7,157.50 37,157.50 44,315.00 3/2/2007 6,490.00 6,490.00 9/2/2007 4.550% 30,000.00 6,490.00 36,490.00 42,980.00 3/2/2008 5,807.50 5,807.50 1 9/2/2008 4.750% 35,000.00 5,807.50 40,807.50 46,615.00 3/2/2009 4,976.25 4,976.25 9/2/2009 5.000% 35,000.00 4,976.25 39,976.25 44,952.50 3/2/2010 4,101.25 4,101.25 9/2/2010 5.150% 35,000.00 4,101.25 39,101.25 43,202.50 3/2/2011 3,200.00 3,200.00 9/2/2011 5.250% 40,000.00 3,200.00 43,200.00 46,400.00 3/2/2012 2,150.00 2,150.00 9/2/2012 5.350% 40,000.00 2,150.00 42,150.00 44,300.00 3/2/2013 1,080.00 1,080.00 9/2/2013 5.400% 40,000.00 1,080.00 41,080.00 42,160.00 3/2/2014 0.00 0.00 9/2/2014 0.00 0.00 0.00 3/2/2015 0.00 0.00 9/2/2015 0.00 0.00 0.00 3/2/2016 0.00 0.00 9/2/2016 0.00 0.00 0.00 Totals: $390 000.00 $142,575.98 $532,575.98 $532 575.98 M=Fin andal 23 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 AD No. 1992-1, Mrack Road Refunded vs. Refunding Bonds ymer�t . ::::::::I mposed::::::::::::::::::..:::::::`Co#ai::::::::::::::. Ymein Pa meri# : :Savin ::: : .. ......................Y.... ..........0.. .... 2001 $36,281.25 $0.00 n/a 2002 51,182.50 42,420.98 $8,761.52 2003 54,762.50 47,927.50 6,835.00 2004 52,937.50 41,682.50 11,255.00 ' 2005 56,087.50 45,620.00 10,467.50 2006 53,837.50 44,315.00 9,522.50 2007 51,557.50 42,980.00 8,577.50 2008 54,247.50 46,615.00 7,632.50 ' 2009 51,535.00 44,952.50 6,582.50 2010 53,805.00 43,202.50 10,602.50 2011 55,665.00 46,400.00 9,265.00 I 2012 52,110.00 44,300.00 7,810.00 2013 48,555.00 42,160.00 6,395.00 2014 0.00 0.00 0.00 2015 0.00 0.00 0.00 2016 0.00 0.00 0.00 ' Totals: $672,563.75 $532,575.98 $103,706.52 MuniFinancial 24 COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Reassessment Roll 1 1 25 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 135-330-001 1 $24,748.60 135-330-002 2 24,748.60 135-330-003 3 24,748.60 135-330-004 4 24,748.60 135-330-005 5 24,748.60 135-330-006 6 24,748.60 135-330-007 7 24,748.60 135-330-008 8 24,748.60 135-330-009 9 24,748.60 135-330-010 10 24,748.60 ' 135-330-011 11 24,748.60 135-330-012 12 24,748.60 135-330-013 13 24,748.60 135-330-014 14 24,748.60 135-330-015 15 24,748.60 135-330-016 16 24,748.60 135-330-017 17 24,748.60 135-330-018 18 24,748.60 135-330-019 19 24,748.60 135-330-020 20 24,748.60 135-330-022 21 24,748.60 135-330-023 22 24,748.60 135-330-024 23 24,748.60 ' 135-330-025 24 24,748.60 135-330-026 25 24,748.60 135-330-027 26 24,748.60 135-330-028 27 24,748.60 135-330-029 28 24,748.60 135-330-030 29 24,748.60 ' 135-330-033 30 24,748.60 135-330-034 31 24,748.60 135-330-035 32 24,748.60 135-330-036 33 24,748.60 135-330-037 34 24,748.60 135-330-038 35 24,748.60 135-330-039 36 24,748.60 135-330-040 37 24,748.60 135-330-041 38 24,748.60 135-330-042 39 24,748.60 ' 135-330-043 40 24,748.60 135-330-048 41 24,748.60 135-330-049 42 24,748.60 ' 135-330-050 43 24,748.60 135-340-001 44 24,748.60 135-340-002 45 24,748.60 MuniFinancial 26 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 135-340-003 46 24,748.60 135-340-004 47 24,748.60 135-340-005 48 24,748.60 ' 135-340-006 49 24,748.60 135-340-007 50 24,748.60 135-340-008 51 24,748.60 135-340-009 52 24,748.60 135-340-010 53 24,748.60 135-340-011 54 24,748.60 135-340-012 55 24,748.60 ' 135-340-013 56 24,748.60 135-340-014 57 24,748.60 135-340-015 58 24,748.60 ' 135-340-018 59 24,748.60 135-340-019 60 24,748.60 135-340-020 61 24,748.60 135-340-021 62 24,748.60 135-340-023 63 24,748.60 135-340-024 64 24,748.60 135-340-025 65 24,748.60 135-340-026 66 24,748.60 135-340-027 67 24,748.60 135-340-028 68 24,748.60 ' 135-340-029 69 24,748.60 135-340-030 70 24,748.60 135-340-035 71 24,748.60 135-340-036 72 24,748.60 135-340-037 73 24,748.60 135-340-040 74 24,748.60 135-340-044 75 24,748.60 135-340-045 76 24,748.60 135-340-046 77 24,748.60 135-340-047 78 24,748.60 135-340-048 79 24,748.60 135-340-049 80 24,748.60 135-340-050 81 24,748.60 135-340-051 82 24,748.60 135-350-001 83 24,748.60 135-350-006 84 24,748.60 135-350-008 85 24,748.60 135-350-012 86 24,748.60 135-350-013 87 24,748.60 135-350-014 88 24,748.60 135-350-016 89 24,748.60 135-350-017 90 24,748.60 MuniFinancial 27 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary Reassessment Roll As As Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 135-350-018 91 24,748.60 135-350-019 92 24,748.60 135-350-020 93 24,748.60 ' 135-350-021 94 24,748.60 135-350-022 95 24,748.60 135-350-023 96 24,748.60 135-350-024 97 24,748.60 ' 135-350-025 98 24,748.60 135-350-029 99 24,748.60 135-350-030 100 24,748.60 135-350-031 101 24,748.60 135-350-034 102 24,748.60 135-350-036 103 24,748.60 ' 135-360-001 104 24,748.60 135-360-002 105 24,748.60 135-360-003 106 24,748.60 135-360-004 107 24,748.60 135-360-009 108 24,748.60 135-360-010 109 24,748.60 135-360-011 110 24,748.60 135-360-012 111 24,748.60 135-360-013 112 24,748.60 135-360-014 113 24,748.60 ' 135-360-015 114 24,748.60 135-360-016 115 24,748.60 135-360-019 116 24,748.60 ' 135-360-021 117 24,748.60 135-360-022 118 24,748.59 135-360-023 119 24,748.60 135-360-024 120 24,748.60 135-370-002 121 24,748.60 135-370-004 122 24,748.60 ' 135-370-007 123 24,748.60 135-370-008 124 24,748.60 135-370-009 125 24,748.60 135-370-010 126 24,748.60 ' 135-370-011 127 24,748.60 135-370-014 128 24,748.60 135-370-015 129 24,748.60 135-370-018 130 24,748.60 135-370-021 131 24,748.60 135-370-022 132 24,748.60 ' 135-370-023 133 24,748.60 135-370-024 134 24,748.60 135-370-025 135 24,748.60 ' MuniFinancial 28 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 135-370-026 136 24,748.60 135-370-027 137 24,748.60 135-370-028 138 24,748.60 135-370-029 139 24,748.60 135-350-030 140 24,748.60 135-370-031 141 24,748.60 135-370-032 142 24,748.60 ' 135-370-033 143 24,748.60 135-370-034 144 24,748.60 135-370-040 145 24,748.60 ' 135-370-046 146 24,748.60 135-380-001 147 24,748.60 135-380-002 148 24,748.60 ' 135-380-004 149 24,748.60 135-380-005 150 24,748.60 135-380-006 151 24,748.60 135-380-008 152 24,748.60 135-380-009 153 24,748.60 135-380-010 154 24,748.60 135-380-011 155 24,748.60 ' 135-380-012 156 24,748.60 135-380-013 157 24,748.60 135-380-014 158 24,748.60 ' 135-380-015 159 24,748.60 135-380-016 160 24,748.59 135-380-017 161 24,748.58 ' 135-380-018 162 24,748.58 135-380-019 163 24,748.58 135-380-028 164 24,748.58 135-380-036 165 24,748.58 135-380-037 166 24,748.58 135-380-038 167 24,748.58 135-380-039 168 24,748.58 ' 135-380-040 169 24,748.58 135-380-041 170 24,748.58 135-380-044 171 24,748.58 135-380-045 172 24,748.58 135-380-046 173 24,748.58 135-380-047 174 24,748.58 ' 135-380-048 175 24,748.58 135-380-049 176 24,748.58 135-380-050 177 24,748.58 ' 135-380-052 178 24,748.58 135-380-054 179 24,748.58 159-040-019 180 33,878.06 MuniFinancial 29 1 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 159-040-021 181 4,061.34 159-040-024 182 4,061.34 159-040-033 183 5,117.20 ' 159-040-034 184 4,061.34 159-040-038 185 3,898.90 159-040-039 186 3,777.26 159-040-063 187 18,886.52 ' 159-040-071 188 21,974.26 159-040-072 189 23,255.58 159-040-073 190 20,628.90 159-040-074 191 13,046.77 159-040-076 192 6,920.29 159-040-077 193 15,872.23 159-040-078 194 12,507.29 159-040-079 195 18,642.90 159-040-080 196 17,553.80 ' 159-040-081 197 17,681.90 159-040-082 198 18,450.72 159-050-037 199 11,696.73 ' 159-050-044 200 14,327.08 159-050-045 201 6,185.08 159-050-048 202 21,193.22 159-050-052 203 5,628.41 ' 159-050-054 204 12,019.48 159-050-056 205 46,984.58 159-060-029 206 3,980.12 159-060-030 207 3,452.01 159-060-035 208 4,020.92 159-060-037 209 7,148.05 ' 159-060-038 210 3,858.47 159-060-066 211 12,071.13 159-060-067 212 2,639.83 ' 159-060-068 213 2,761.83 159-060-072 214 10,112.75 159-060-077 215 5,979.29 159-060-078 216 20,036.11 159-060-079 217 49,372.79 159-060-080 218 15,211.74 159-060-081 219 21,072.30 ' 159-060-084 220 17,296.85 159-060-086 221 11,077.55 159-060-087 222 8,964.38 ' 159-060-089 223 4,935.45 159-060-090 224 5,136.86 159-060-092 225 8,482.53 ' MuniFinancial 30 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 159-060-093 226 24,923.13 159-060-094 227 7,441.61 159-060-098 228 4,258.45 159-060-099 229 3,847.86 159-060-102 230 8,718.63 159-060-103 414 18,705.64 159-060-104 231 16,097.52 ' 159-070-007 232 1,718.73 159-070-015 233 1,808.32 159-070-016 234 1,589.44 ' 159-070-017 235 1,798.12 159-070-019 236 2,443.87 159-070-022 237 2,314.94 ' 159-070-023 238 1,758.42 159-070-024 239 1,629.50 159-070-025 240 1,520.21 ' 159-070-030 241 1,996.99 159-070-031 242 1,738.75 159-070-032 243 1,738.75 159-070-036 244 2,926.02 ' 159-070-037 245 1,374.32 159-070-038 246 1,521.98 159-070-039 247 1,220.19 ' 159-070-040 248 1,432.38 159-070-041 249 954.07 159-070-044 250 897.07 ' 159-070-045 251 1,189.14 159-070-046 252 993.02 159-070-047 253 1,474.31 ' 159-070-048 254 1,605.49 159-361-005 255 2,233.73 159-361-006 256 2,233.73 159-361-007 257 2,233.73 159-361-008 258 2,883.48 159-361-009 259 3,574.03 159-362-002 260 2,355.75 159-362-003 261 2,355.75 159-362-006 262 2,477.37 159-362-007 263 2,761.83 159-362-008 264 2,964.72 159-371-001 265 2,680.61 159-371-002 266 2,721.05 ' 159-371-003 267 2,599.39 159-371-007 268 6,701.18 159-410-001 269 3,858.47 ' MuniFinancial 31 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Reassessment Roll As As ' Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded ' 159-410-004 270 36,877.35 159-421-013 271 3,208.37 159-421-017 272 3,370.80 ' 159-421-018 273 2,761.83 159-421-019 274 2,843.05 159-421-020 275 8,569.22 159-421-021 276 2,396.16 ' 159-461-001 277 11,055.30 159-461-002 278 12,345.07 159-461-003 279 11,055.30 t 159-461-004 280 8,045.79 159-462-001 281 7,800.13 159-463-001 282 21,716.42 159-463-002 283 20,196.22 159-463-004 284 12,526.96 159-463-005 285 5,324.97 159-463-006 286 15,688.32 159-463-007 287 5,343.39 159-471-001 288 4,992.98 ' 159-471-004 289 6,367.87 159-471-006 290 3,726.65 159-471-007 291 9,949.80 902-038-001 292 4,374.21 ' 220-391-019 293 37,031.58 220-391-020 294 37,031.32 220-391-021 295 37,031.32 ' 220-391-022 296 37,031.32 220-401-001 297 20,156.20 220-401-002 298 20,156.20 1 220-401-003 299 20,156.20 220-401-004 300 20,156.20 220-401-005 301 20,156.20 220-401-006 302 20,156.20 220-401-007 303 20,156.20 220-401-008 304 20,156.20 220-401-009 305 20,156.22 ' 220-401-010 306 20,156.24 220-401-011 307 20,156.20 220-401-012 308 20,156.20 ' 365-470-001 309 5,604.50 365-470-002 310 5,604.50 365-470-003 311 5,604.50 365-470-004 312 5,604.50 365-470-005 313 5,604.50 365-470-006 314 5,604.50 ' MuniFinancial 32 COUNTY OF CONTRA COSTA 1 Reassessment District of 2001 Summary Reassessment Roll As As Assessor's Reassessment Preliminarily Confirmed ` Parcel No. I.D. No. Approved and Recorded 365-470-007 315 5,604.50 365-470-008 316 5,604.50 365-470-009 317 5,604.50 365-470-010 318 5,604.50 365-470-011 319 5,604.50 365-470-012 320 5,604.50 365-470-013 321 5,604.50 365-470-015 322 5,604.50 365-470-016 323 5,604.50 365-470-017 324 5,604.50 ' 365-470-018 325 5,604.50 365-470-019 326 5,604.50 365-470-020 327 5,604.50 365-470-021 328 5,604.50 365-470-022 329 5,604.50 365-470-023 330 5,604.50 ' 365-470-024 331 5,604.50 365-470-025 332 5,604.50 365-470-027 333 5,604.50 ' 365-490-001 334 3,072.04 365-490-002 335 3,072.01 365-490-003 336 3,072.07 365-490-004 337 3,072.01 365-490-005 338 3,072.03 365-490-006 339 3,072.05 365-490-007 340 3,072.04 365-490-008 341 3,072.02 365-490-009 342 3,072.03 365-490-010 343 3,072.05 365-490-011 344 3,072.04 365-490-012 345 3,072.02 365-490-013 346 3,072.05 365-490-014 347 3,072.05 365-490-015 348 3,072.04 365-490-016 349 3,072.03 365-490-018 350 3,072.03 365-490-019 351 3,072.07 365-490-020 352 3,072.03 365-490-025 353 3,072.05 ' 365-500-001 354 4,656.14 365-500-002 355 4,656.16 365-500-003 356 4,656.16 365-500-004 357 4,656.16 365-500-005 358 4,656.16 365-500-006 359 4,656.14 ' MuniFinancial 33 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Reassessment Roll As As Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded 365-500-007 360 4,656.16 365-500-008 361 4,656.16 365-500-009 362 4,656.14 365-500-010 363 4,656.17 365-500-011 364 4,656.16 365-500-012 365 4,656.17 365-500-013 366 4,656.14 365-500-014 367 4,656.17 365-500-015 368 4,656.16 365-500-016 369 4,656.17 365-500-017 370 4,656.16 365-500-018 371 4,656.16 365-500-019 372 4,656.16 365-500-020 373 4,656.17 365-500-021 374 4,656.14 365-510-001 375 4,656.23 365-510-002 376 4,656.19 365-510-003 377 4,656.17 365-510-004 378 4,656.16 365-510-005 379 4,656.16 365-510-006 380 4,656.14 365-510-007 381 4,656.16 365-510-008 382 4,656.17 365-510-009 383 4,655.94 365-510-010 384 4,656.16 365-510-011 385 4,656.16 365-510-012 386 4,656.16 365-510-013 387 4,656.16 365-520-001 388 4,384.29 365-520-002 389 4,384.28 365-520-003 390 4,384.24 365-520-004 391 4,384.24 365-520-005 392 4,384.27 365-520-006 393 4,384.25 365-520-007 394 4,384.25 365-520-008 395 4,384.14 365-520-009 396 4,384.30 365-520-010 397 4,384.24 365-520-011 398 4,384.24 365-520-012 399 4,384.24 365-520-013 400 4,384.24 365-520-014 401 4,384.28 365-520-015 402 4,384.24 365-520-016 403 4,384.24 365-520-017 404 4,384.24 MuniFinancial 34 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Reassessment Roll As As Assessor's Reassessment Preliminarily Confirmed Parcel No. I.D. No. Approved and Recorded 365-520-018 405 4,384.24 365-520-019 406 4,384.28 365-520-020 407 4,384.25 365-520-021 408 4,384.24 365-520-022 409 4,384.24 365-520-023 410 4,384.24 365-520-024 411 4,384.28 365-520-025 412 4,384.24 365-520-026 413 4.384.24 414 PARCELS $6,280,582.00 1' MuniFinancial 35 COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road,Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Comparison of the Auditor's Records for the Existing Bonds and the 2001 Refunding �? Bonds Reference is hereby made to the Auditor's Record, for each parcel within the County of Contra Costa Reassessment District of 2001, which is attached and is on file in the office of the County Clerk of the County of Contra Costa. Each parcel within the District will share in the savings on a pro-rated basis. 36 I .............. .. .......... N CO LnOOM (MNCM1` OLnr1� MM O O 0) M Ln "T O 'gr co 1- r O M Ln CO (O 1- r r NC T N O N � O 4 CA CO i-- Uj U) Ln r-- ITto tt M 1-- M r O M CO MICT ti Ln tn c NWCDM OOOrNN V r0M co co Z Ni ti -1� Ln CO O U) CIO O V r C6 00 O O ci O ICT O 00 (O O ITL() O O OO 00 O m � 00000 O 00N0O000o0000000 O a G On Z � ti O O O O O Ln Ln 0 0 0 0 0 0 N M — UM9 0 f-y4 c0 N O f- N N I, O) f� In In O Ln In O tt 'V! 00 LO Z p 00 Ln N 1- V' r Ln O Ln r r 00 A V O M CO r O Ln 00 N r tr N Ln O r M '�t r N 000 _ ~ r' r �t CA I, M O O O M r Q) O N e�) N b9LL O N 1` M O O M 1- r N N - r- ti M Ln t0 W LO 00 1` 1l- CO OO U) Ln Ln U) Ln Ln lq;r It 'RT N O cn Q N OO N O O O O O O O O O O O O O O 'cr ti 0 0 0 (D C) Ln Ln 0 0 0 0 0 0 N Z D N V N O 1- N N 1, O 1� Ln Ln O Ln L6 O N ; CM N N 1� r Ln O U) r r M 00 r .p. 00 't 00 Ln 00 N r q N 1- Ln 00 r Cr) it to Q O C S O G P, M f 0 CT Ln CO r C; Ln r N V O U) N CA 1� r O co Ln N Q) r-- v N I, J w cM C) M N N N C14 v- O Q 691 N f- te N VI OOOOOOOOOOOOOOO O Q O lC 0 C) 0 0 C) 0 0 0 0 0 C) 0 0 C) 0 O C\ C; C; 0060000Ci0C=; C; 0 CN L) Ln (M O 0 C) 0 O O O O O O O O O 00 C' 0) m 0 C Or- OOOOOOOOOOOOO U) '.:. f4: m m C6 LO6 M O O L Ln O U6 ems-- O O Ln O CO n CD I, O V- 1` O Cl) U) M N IRT � 4t Ln Ln M M M M M Ct N 6"* CO .'. 64 M ti r- CC) O M M N M 1,- O LO r 1- M M (A N O U) � O v O N O 0 M Ln CO O 1- O Qj : co O 1, N 1- 1C CO CO 1� O O Ui N cmN CO N CO O r r O (O 1` r (A V' 00 O Ln N O t0 CO `LtOCO1-- ONM (MOI- Cf) NMr O N d Cl) U) N O O CO M U) CNF U) d I� CO CO 1` 1` 1-- M M CO 1- CO O Ln CO O d m ao M ao ao M (O (O LA Ln Ln to In Ln U) N J O 60 C Fe .� CO I� M O i� (O 1- M CO co (A No r C G 0) N Ln 6 1� 1� M r 4 4 r M N q' O t` CO :a O 2 CO Ln N N CO W ,;t Ln CO (O .4 m O O m M G (D 14' IT M U) r CA CO 00 O N r 1- N N Ln U) .Q 3 � C - COCOr- MLOLnO � tiOtiMCAr 00 O d O O Ln N O CON CO Ln M O 1- d �- I- 'V •-- 1 ` w ,L 61) � MNNNNrrr M 0) �°- CL s r CO r N 1-- N N M N d r 1- CD 1q, CO 00 C1 Z c O CO CO N CO Ln I, O CO O) L() U) CO 1` Cl) CO CA G c� Z • V a- 1- cM000LntoOON4co v) C m c W U CA 1- M CO 11, M CO O r Ln Ln Ln 1- CSO CO M aC_ r cr M O LO O Lf) Ln 'V' 1-- CO Ln O r Ln V LL '� E O �' N 00 V- Cl) P- O P, Ln O M Ln P r CO O L6 C I_ y y�. 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CD 0 o o o o o 0 O0 0 O 0 O o 0) ' f0 � L CA C7 CT C� Lri C7 LA Ln C5 C5 Lri Lri p O Lri (A m c Q a LnCAONvcoco — CM Lor- OMLo N CY Ct J — N N N N N N M CM CM M tt 'Rt 19T C) cM CA M M O CD O Ln CA I` M M M N �- 0 M N M � O � N 0 CO0 (D ti 00 (U �::' CU N CO ti 4 CT N 00 (ri 4 o N1 O Ci Ln CD T- ........ � rn y N O M CD M 00 M 00 Ln N 0 � M LO 00 0 0 M CD (Cf • p f- �t 0 ti M N O N 0 Ln M N M CD N O0r Lo 0 0 0 O I-- 0 ti ', N v f` � CD CO00 00 M CA 00 O) O O O r•- M V Ln (D 00 Iq cc m IT 10, It It 't � Lo U) LO LO ul U') n In LO 69s NM (0 M V O00CM "qt Mo1-- (Ati O LC) M 1- O CD Ln CA 1-- 1, I�- co r- CA N O N tm to M CA Lo Rr .- co I-- M M CA M i 0 ti N t C 0 M (D N co M (A (A O O O M 00 CA tt CA CA O H O CA M CO CO N N Ln M C Q L17 L() 'V' I` M CD 00 ti 0 M M (A f� '~ C M N � O 00 1- Ln M � CA I-- V ti IT 0) O MEl3 Cl) M CO N N N N N N LL M o '° s64 CL p o O r CD I- O CO CO N N lf) t M O V (D N v Z O CD T7 N I-- Cfl N Lo N Vu-) O LCA 1-- M o co a� o U C1 00 r-- N O r-- �- Ln Ln N M Z m cLU CA N CA NCD CD CA 00 M t- r- Ln f- 00 (D O C CL m c C LCA r N_ NCA_ o_ ti r N o r- 0 MM i of L LC) N � 00 1- CD ' (A r CA 00 � 00 CA 0) C V) n- � CD r- 00 O N V CO CA N LO 0) V 00 CO It m � U)) r- � N N N N N M M M IT LC) I aU'i to a 0 �} 'd' � Q W060) a. >` m m m m CL OL CL E E E J 'o F N M V Lf) (D f- 00 (A O N M It 0 0 Q �� to <n l� Q 0 0 0 0 0 0 0 0r- T- � O. } N N N N N N N N N N N N N N N ` a i 1 (UNOI1CDN .- OON 0000000 O W) C N M O r- O ti M O O 'T CIO O O O N N CO C � OCD � � � MotoCMOOOO CD CO ti M M 00 O O r- 00 (D CD M CD (D Z CO I;r 00 N O CD 00 O O H O O U) O N 00 O 17 ti M O I-: O N N O d4 r r r r O O m EA CRCO) Z 000000000000OOOO 00 q CR Q OU) 0000000000000 O Q CO) co O 1` N8 O8 U) N N6 0 08 0 0 O ZN N 00 N M O O O O 0 ti 04 CD C4 �•._• O CD CD MCA O O N m t• M O r On N LL N I- O N O S (M (D V N N O N Ll. .. 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 Z Q N O O O O O O O O O O O O O O O O _ 22) O t� N O O o O N N 0 0 O O O O O > N N N 00 N V- 00 � O O O O 0 P- Q Ov_ O 0 0 M M 0 M N V M O N r U - Nr` (6L6 "i Rr000O fN N J c W69 ^ .p cn N C ray OOOOOOOOOOOOOOO O C, p 000000000000000 O U: F- 000000000000000 0 oo000000a000 0 HCl) im .0000000000000 0 a 0000000U) O000 O 1 n E14 M 69 CO N O ti CO N CO N 00 00 O O O M o fl- M O T- O ti Op O (D It 00 000 O � � p 000NcDcD � CflONOMtnaOO O O C0 O N O O M Il- N 00 (D CD CD O D d O O - "0' O O N 00 v-- V d v-- h N V• M V V d et V M M M M M CD :C Q m L Ln Ln Ln Ln u7 Ln Ln Ln Ln Ln Ln g 69N r (3 Z C O M M 00 00 CDN N tt O O O 00 Z _C j O M M M O CO O ti O O O N — = '3 OMS V M 7 (,4OCDtiI- d OOO n Q N CC) C.0U) d O CO 00 N CA O C (D o 0M IT M 0 O 00 O 00 O CO O d w - O 00 ( V N O (D M O P. M O Cd O M� Cr) N N N N �- r- N H d LL 69 Z Z 0 0 ti CD O It M N O O Il- I• O O O O •C ti O h ti ti O O O O ; 0 0 0 (0 ip `m c `m O O O N CM 4 O co I-- 6 0 0 O M C a d 3 (.� C O N 0 0 M I� M O LL u, E uJ C O ti O N I` O N O Om N C c u) d N M U) 00 O N CD O N U7 O •- co m N N N N M M M M m cn m a N 10 69 Q tr d O EE E �- NCMv- O (Dr- 000ONM �• O (D Q 2!X 0 C:, 0 0 0 0 0 0 r- r- Q >- N N N N N N N N N N CV N N N N01 N a COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road,Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) Names and Addresses of Property Owners r r r 42 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-330-001 1 Harding Family Trust 4285 Arbolado Dr Walnut Creek Ca 94598 135-330-002 2 Jones James B & Elizabeth H 799 Windchime Ct Walnut Creek Ca 94598 135-330-003 3 Bennett Teri L 795 Windchime Ct Walnut Creek Ca 94598 135-330-004 4 Mclaughlin Thomas & Irene Tre 790 Windchime Ct Walnut Creek Ca 94598 135-330-005 5 Schwenger Paul &Marilyn Tre 712 Bancroft Rd Walnut Creek Ca 94598 135-330-006 6 Schwenger Paul & Marilyn Tre 712 Bancroft Rd Walnut Creek Ca 94598 135-330-007 7 Chatfield Michael & Kathleen 787 Woodwind PI Walnut Creek Ca 94598 135-330-008 8 Guglielmino Gary & Dawn Tre 783 Woodwind PI Walnut Creek Ca 94598 135-330-009 9 Frenkel Heinz C & Hilde H P O Box 30395 Walnut Creek Ca 94598 135-330-010 10 Uffindell Rodney L 775 Woodwind PI Walnut Creek Ca 94598 135-330-011 11 Burr David A & Shauna D 771 Woodwind PI Walnut Creek Ca 94598 135-330-012 12 Stalker Stephen D & Nancy 776 Woodwind PI Walnut Creek Ca 94598 135-330-013 13 Glynn Robert D Jr& Kathleen O 784 Woodwind PI Walnut Creek Ca 94598 135-330-014 14 Mehrmann Thomas J & Diana H 788 Woodwind PI Walnut Creek Ca 94598 135-330-015 15 Mayo Robert W&Alice B Tre 4225 Arbolado Dr Walnut Creek Ca 94598 135-330-016 16 Fisher Gary K& Susie G 1 4215 Arbolado Dr Walnut Creek Ca 94598 135-330-017 17 Meneghetti Donald J & R M Tre 711 Quail Crest Dr Walnut Creek Ca 94598 135-330-018 18 Mazzetti Peter P & Rosemary 10901 Bigge St San Leandro Ca 94577 135-330-019 19 Sierra Rick M & Kathleen J 691 Quail Crest Dr Walnut Creek Ca 94598 MuniFinancial 43 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary 1 Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Proaertv Owner's Name and Address 135-330-020 20 Painton Harry D & Patricia B 681 Quail Crest Dr Walnut Creek Ca 94598 135-330-022 21 Stoddard Thomas G & Cynthia A 690 Quail Crest Dr Walnut Creek Ca 94598 135-330-023 22 Karmarkar Sushil V& Seema S 700 Quail Crest Dr Walnut Creek Ca 94598 135-330-024 23 Prassas Nicholas G 710 Quail Crest Dr Walnut Creek Ca 94598 135-330-025 24 Saupe William A&Joan M 712 Bancroft Rd Pmb 190 Walnut Creek Ca 94598 135-330-026 25 Vitucci Pasquale & Elaine 4195 Arbolado Dr Walnut Creek Ca 94598 135-330-027 26 Draeger Thomas R & Marilyn M 4185 Arbolado Dr Walnut Creek Ca 94598 135-330-028 27 Peshavaria Naresh & Bansi 4175 Arbolado Dr Walnut Creek Ca 94598 135-330-029 28 Hood F Robert & Kathleen B 4170 Arbolado Dr Walnut Creek Ca 94598 135-330-030 29 Miner Thomas S &Julia S 4180 Arbolado Dr Walnut Creek Ca 94598 135-330-033 30 Dragonjac Donna L 4200 Arbolado Dr Walnut Creek Ca 94598 135-330-034 31 Forster Richard J & Margaret W 4210 Arbolado Dr Walnut Creek Ca 94598 135-330-035 32 Newman David S &Amy L 800 Windsong Ct Walnut Creek Ca 94598 135-330-036 33 Cisson C Michael &Anne 804 Windsong Ct Walnut Creek Ca 94598 135-330-037 34 Nilsson Bradford A & Katherine 808 Windsong Ct Walnut Creek Ca 94598 135-330-038 35 Cherayil James J &Annie J Tre 809 Windsong Ct Walnut Creek Ca 94598 135-330-039 36 Hicklin Charles R & Lynn B 805 Windsong Ct Walnut Creek Ca 94598 135-330-040 37 Brekke Ted A& Gail A 801 Windsong Ct Walnut Creek Ca 94598 135-330-041 38 Odell Myra Jane 4250 Arbolado Dr Walnut Creek Ca 94598 MuniFinanciiO 44 COUNTY C OF CONTRA COSTA Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-330-042 39 Magill Thomas M & Sandra Tre 4260 Arbolado Dr Walnut Creek Ca 94598 135-330-043 40 Parsons James C & Pamela E 4270 Arbolado Dr Walnut Creek Ca 94598 135-330-048 41 Weixel John A 4190 Arbolado Dr Walnut Creek Ca 94598 135-330-049 42 Wade Charles E & Mai Nguyen 4196 Arbolado Dr Walnut Creek Ca 94598 135-330-050 43 Hochstein Ted.E & Michelle Tre 680 Quail Crest Dr Walnut Creek Ca 94598 135-340-001 44 Terry Curtis L& Laurel M 4165 Arbolado Dr Walnut Creek Ca 94598 ' 135-340-002 45 Deyoung Steven A 4155 Arbolado Dr Walnut Creek Ca 94598 135-340-003 46 Merola Pasquale & G A Tre 4145 Arbolado Dr Walnut Creek Ca 94598 135-340-004 47 Barton Douglas N & Robin R 4135 Arbolado Dr Walnut Creek Ca 94598 ' 135-340-005 48 Gregory Shelby P O Box 5311 Walnut Creek Ca 94598 135-340-006 49 Robert Jerome & Daphne M 4115 Arbolado Dr Walnut Creek Ca 94598 135-340-007 50 Pattison Robert M & Shelley J 4105 Arbolado Dr Walnut Creek Ca 94598 135-340-008 51 Blecka Lawrence J & Margaret 4075 Arbolado Dr Walnut Creek Ca 94598 135-340-009 52 Johnson James T& Carol F 4065 Arbolado Dr Walnut Creek Ca 94598 ' 135-340-010 53 Bender Lawrence T& Donna Tre 4045 Arbolado Dr Walnut Creek Ca 94598 135-340-011 54 Schmidt Ronald J & Marie E Tre 4035 Arbolado Dr Walnut Creek Ca 94598 135-340-012 55 Portnoy Alexey S & Maria 1 4025 Arbolado Dr Walnut Creek Ca 94598 135-340-013 56 Carson Gregory S & Melinda 4020 Arbolado Dr Walnut Creek Ca 94598 ' 135-340-014 57 Stephenson Harold & C E Tre 300 Ridgestone Ct Walnut Creek Ca 94598 MuniFinancial 45 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-340-015 58 Maccabe James W& Donna 306 Ridgestone Ct Walnut Creek Ca 94598 135-340-018 59 Newton Mark R&Janice L Tre 319 Ridgestone Ct Walnut Creek Ca 94598 135-340-019 60 Perkins David N Sr&Joanne Tr 315 Ridgestone Ct Walnut Creek Ca 94598 135-340-020 61 Timmerman Laura A 305 Ridgestone Ct Walnut Creek Ca 94598 135-340-021 62 Fantazia John A & Linda 877 Ygnacio Valley Rd Wlanut Creek Ca 94596 135-340-023 63 Waldman Robert H & Marci A 4056 Arbolado Dr Walnut Creek Ca 94598 135-340-024 64 Blake Patrick J & Diane P 4050 Arbolado Dr Walnut Creek Ca 94598 135-340-025 65 Zeliger Bernard I & Sandra 820 Foxtail Ct Walnut Creek Ca 94598 135-340-026 66 Dekens Dennis B 824 Foxtail Ct Walnut Creek Ca 94598 ' 135-340-027 67 Stolte William J Tre P O Box 4687 Walnut Creek Ca 94598 135-340-028 68 Kaufman Jonathan M 828 Foxtail Ct Walnut Creek Ca 94598 135-340-029 69 Cattalini David & Deborah 832 Foxtail Ct Walnut Creek Ca 94598 135-340-030 70 Boyle Patrick W& Carol D 833 Foxtail Ct Walnut Creek Ca 94598 135-340-035 71 Mcconville Clifford S Jr 4130 Arbolado Dr Walnut Creek Ca 94598 135-340-036 72 Testa Thomas B &Anne E 3126 Oak Rd Walnut Creek Ca 94596 135-340-037 73 Gong Kinman &Jeannette Tre 1 810 Fox Glen PI Walnut Creek Ca 94598 135-340-040 74 Askanas Mark S &Aynah V 819 Fox Glen PI Walnut Creek Ca 94598 135-340-044 75 Oneill Clyde W& Susan Senske 312 Ridgestone Ct Walnut Creek Ca 94598 135-340-045 76 White Joel E & Susan Tre 318 Ridgestone Ct Walnut Creek Ca 94598 ' MuniFinancial 46 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-340-046 77 Licht Jon H & Marie J 829 Foxtail Ct Walnut Creek Ca 94598 1 135-340-047 78 Lape James P &Suzanne K P O Box 4039 Concord Ca 94524 135-340-048 79 Westergreen Michael & Dolores 4110 Arbolado Dr Walnut Creek Ca 94598 135-340-049 80 Jaffrey Sahar ' 4120 Arbolado Dr Walnut Creek Ca 94598 135-340-050 81 Yang Thomas &Valerie Tre P O Box 1734 Pouch-Tokyo Atlanta Ga 30301 135-340-051 82 Janfaza Farzad & Parvaneh 811 Fox Glen PI Walnut Creek Ca 94598 135-350-001 83 Chen James Yokjen ' 10309 Royal Ascot Ct Ellicott City Md 21042 135-350-006 84 Hsu Kenneth K&Tammy Tang 524 Woodfem Ct Walnut Creek Ca 94598 135-350-008 85 Remec Andrej J & Dionne M Tre 512 Woodfern Ct Walnut Creek Ca 94598 135-350-012 86 Duncan Fred R &Jenifer M 2500 Camino Diablo Blvd Walnut Creek Ca 94596 135-350-013 87 Ginn Arnold T P O Box 30927 Walnut Creek Ca 94598 135-350-014 88 Aitelli Peter& Laurel Renee ' 3838 Arbolado Dr Walnut Creek Ca 94598 135-350-016 89 Richards C Brian &Janet N 3850 Arbolado Dr Walnut Creek Ca 94598 135-350-017 90 Farley Bruce Duncan & Stacie 3851 Arbolado Dr Walnut Creek Ca 94598 ' 135-350-018 91 Metwally Dalai M Tre 610 Quail Crest Dr Walnut Creek Ca 94598 135-350-019 92 Ditkof Howard J & Mary M 3845 Arbolado Dr Walnut Creek Ca 94598 135-350-020 93 Foster Jon M & Sandra A 3835 Arbolado Dr Walnut Creek Ca 94598 ' 135-350-021 94 Fike John R &Josephine Tre 3825 Arbolado Dr Walnut Creek Ca 94598 135-350-022 95 Tedeeva Laura 350 Winestone Ct Walnut Creek Ca 94598 ' MuniFinancial 47 COUNTY. OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-350-023 96 Yamamoto Vincent E & Roberta E 360 Winestone Ct Walnut Creek Ca 94598 ' 135-350-024 97 Macilwaine John H li 365 Winestone Ct Walnut Creek Ca 94598 135-350-025 98 Davis Richard L& Carole A Tre ' 355 Winestone Ct Walnut Creek Ca 94598 135-350-029 99 Bartlett Paul G ' 506 Woodfern Ct Walnut Creek Ca 94598 135-350-030 100 Bangs R Stephen & Mirabai Tre 500 Woodfern Ct Walnut Creek Ca 94598 ' 135-350-031 101 Soberanes Thomas G & Suzanne M 3820 Arbolado Dr Walnut Creek Ca 94598 ' 135-350-034 102 Johnson James& Eleonora Tre 519 Woodfern Ct Walnut Creek Ca 94598 135-350-036 103 Kozak Raymond C & Melanie L 530 Woodfern Ct Walnut Creek Ca 94598 135-360-001 104 Grupe Bryan A & Kathleen A 620 Quail Crest Dr Walnut Creek Ca 94598 ' 135-360-002 105 Phelan Edward P & Norma T 630 Quail Crest Dr Walnut Creek Ca 94598 ' 135-360-003 106 Matthias Steven K 640 Quail Crest Dr Walnut Creek Ca 94598 135-360-004 107 Roden P D & Maria C 650 Quail Crest Dr Walnut Creek Ca 94598 135-360-009 108 Visendi Peter S Tre 215 Dantley Way Walnut Creek Ca 94596 135-360-010 109 Carter Blaine R & Regina M 759 Woodwind PI Walnut Creek Ca 94598 135-360-011 110 Toland Blake A&Wendy J 755 Woodwind PI Walnut Creek Ca 94598 135-360-012 111 Wegrzyn Ronald J & Nancy L ' 751 Woodwind PI Walnut Creek Ca 94598 135-360-013 112 Nick Lyle C &Sara P 747 Woodwind PI Walnut Creek Ca 94598 135-360-014 113 Needel Aaron Jay & Beth 743 Woodwind PI Walnut Creek Ca 94598 ' 135-360-015 114 Gonzalez Ynocencio &Yolanda 739 Woodwind PI Walnut Creek Ca 94598 ' MuniFinancial 48 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-360-016 115 Baker Harold L& Bernadette 734 Woodwind PI Walnut Creek Ca 94598 135-360-019 116 Campbell Robert Jr& Nancy Tre 768 Woodwind PI Walnut Creek Ca 94598 135-360-021 117 Chang Chi Ping &Jean Hwa 738 Woodwind PI Walnut Creek Ca 94598 135-360-022 118 Dimaggio John M &Carla Marie 752 Woodwind PI Walnut Creek Ca 94598 135-360-023 119 Bonfiglio Gary A& Carol A Tre 660 Quail Crest Dr Walnut Creek Ca 94598 ' 135-360-024 120 Hill W Leland & Niamh 670 Quail Crest Dr Walnut Creek Ca 94598 135-370-002 121 Kuhney Michael Paul & Cheri M ' 3870 Arbolado Dr Walnut Creek Ca 94598 135-370-004 122 Kimmelman Richard C &Myrna S 541 Hillrise PI Walnut Creek Ca 94598 135-370-007 123 Ginos Alan D & Barbara T 559 Hillrise PI Walnut Creek Ca 94598 ' 135-370-008 124 Fitzgerald York J & Laurie Tre 565 Hillrise PI Walnut Creek Ca 94598 135-370-009 125 Chen Brian X& Sophie L 571 Hillrise PI Walnut Creek Ca 94598 135-370-010 126 Reid James D & Erin M 576 Hillrise PI Walnut Creek Ca 94598 135-370-011 127 Smallhoover Mark Jr& Michele 570 Hillrise PI Walnut Creek Ca 94598 135-370-014 128 Abad Paul R & Pamela G Tre 552 Hillrise PI Walnut Creek Ca 94598 135-370-015 129 Reimann Hans&Arline L 546 Hillrise PI Walnut Creek Ca 94598 135-370-018 130 Querques Frank V&Annette 587 Timberleaf Ct Walnut Creek Ca 94598 135-370-021 131 Wixon Russell C &Joanne L 605 Timberleaf Ct Walnut Creek Ca 94598 ' 135-370-022 132 Ellis Neil H & Marilyn C Tre 611 Timberleaf Ct Walnut Creek Ca 94598 135-370-023 133 Nomura Brent K& Elizabeth L 617 Timberleaf Ct Walnut Creek Ca 94598 ' MuniFinancial 49 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 135-370-024 134 Wolfert Peter John & Maria J 623 Timberleaf Ct Walnut Creek Ca 94598 ' 135-370-025 135 Havlisch Gene L& Rebecca A 620 Timberleaf Ct Walnut Creek Ca 94598 135-370-026 136 Martinetto Joseph R &Amy E 612 Timberleaf Ct Walnut Creek Ca 94598 135-370-027 137 Koka Kiran U &Aravinda 604 Timberleaf Ct Walnut Creek Ca 94598 135-370-028 138 Carey Carl David & Laura Jane 596 Timberleaf Ct Walnut Creek Ca 94598 135-370-029 139 Mayfield Robert E &Janet K 588 Timberleaf Ct Walnut Creek Ca 94598 135-350-030 140 Bangs R Stephen & Mirabai Tre ' 500 Woodfern Ct Walnut Creek Ca 94598 135-370-031 141 Shibata Craig S & Nancy K ' 3930 Arbolado Or Walnut Creek Ca 94598 135-370-032 142 Beecher Mark R & Lori S 3940 Arbolado Or Walnut Creek Ca 94598 135-370-033 143 Ely Michael F & Margaret G 3950 Arbolado Or Walnut Creek Ca 94598 ' 135-370-034 144 Bloch Mark Randall Md 3965 Arbolado Or Walnut Creek Ca 94598 135-370-040 145 Chan Esmond Chi Yiu 3905 Arbolado Or Walnut Creek Ca 94598 135-370-046 146 Sweeris Charles L&Anne L 3857 Arbolado Or Walnut Creek Ca 94598 135-380-001 147 Skow Richard C & Bonnie J 3960 Arbolado Or Walnut Creek Ca 94598 135-380-002 148 Wikle Merritt Iii & Melissa 3970 Arbolado Or Walnut Creek Ca 94598 135-380-004 149 Borchardt James H 3982 Arbolado Or Walnut Creek Ca 94598 135-380-005 150 Loftin.Steve D & Susan J Tre 3988 Arbolado Or Walnut Creek Ca 94598 135-380-006 151 Kirby John W Jr& Maura 3994 Arbolado Or Walnut Creek Ca 94598 135-380-008 152 Macpherson Marc F & Elizabeth 4010 Arbolado Or Walnut Creek Ca 94598 ' MuniFlnancial 50 1 COUNTY. OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 135-380-009 153 Tewildt Claus& Robin 471 Silver Hollow Dr Walnut Creek Ca 94598 ' 135-380-010 154 Leatham John P Jr& Brenda 461 Silver Hollow Dr Walnut Creek Ca 94598 135-380-011 155 Sotiropulos Panagiotis B 451 Silver Hollow Dr Walnut Creek Ca 94598 135-380-012 156 Naqvi Syed E R & Farhana 441 Silver Hollow Dr Walnut Creek Ca 94598 135-380-013 157 Wong Lester&June L 431 Silver Hollow Dr Walnut Creek Ca 94598 135-380-014 158 Attiga Salem &Aida 421 Silver Hollow Dr Walnut Creek Ca 94598 ' 135-380-015 159 Kauzer Michael Charles 411 Silver Hollow Dr Walnut Creek Ca 94598 135-380-016 160 Lord Donald L Jr&June Tre 401 Silver Hollow Dr Walnut Creek Ca 94598 135-380-017 161 Rehmer Larry E & Patricia 3995 Arbolado Dr Walnut Creek Ca 94598 135-380-018 162 Christiansen Edward T Tre 478 Silver Hollow Dr Walnut Creek Ca 94598 ' 135-380-019 163 Cecich Oscar&Zora Tre 472 Silver Hollow Dr Walnut Creek Ca 94598 135-380-028 164 Schaub Frederick W& Mary E 84 Meadow Walk PI Walnut Creek Ca 94598 135-380-036 165 Villagomez Jaime &Annabelle 406 Silver Hollow Dr Walnut Creek Ca 94598 135-380-037 166 Miller Thomas A & Susan H Tre 400 Silver Hollow Dr Walnut Creek Ca 94598 135-380-038 167 Skiba Robert H & Carol A 466 Silver Hollow Dr Walnut Creek Ca 94596 135-380-039 168 Watkins James 460 Silver Hollow Dr Walnut Creek Ca 94596 135-380-040 169 Mazibrook John T& Janice T 454 Silver Hollow Dr Walnut Creek Ca 94596 135-380-041 170 Stokes Marie T 448 Silver Hollow Dr Walnut Creek Ca 94598 135-380-044 171 Clift Cynthia Sue Tre 72 Meadow Walk PI Walnut Creek Ca 94598 MuniFinancial 51 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 135-380-045 172 Wolter Christopher A 78 Meadow Walk PI Walnut Creek Ca 94598 ' 135-380-046 173 Gillette James R & S Ann 85 Meadow Walk PI Walnut Creek Ca 94596 135-380-047 174 Rosdal Richard K&Aundrea R 343 Orchard View Ave Martinez Ca 94553 135-380-048 175 Conlon Jeffrey J & Erica J ' 73 Meadow Walk PI Walnut Creek Ca 94598 135-380-049 176 Hunter Ripley H Iii & Laura G 67 Meadow Walk PI Walnut Creek Ca 94596 135-380-050 177 Kopchik John Jr Tre 424 Silver Hollow Dr Walnut Creek Ca 94596 ' 135-380-052 178 Griffith Leslie Ray 412 Silver Hollow Dr Walnut Creek Ca 94596 135-380-054 179 Pauling Timothy E & Lisa R 66 Meadow Walk PI Walnut Creek Ca 94596 159-040-019 180 Carone Richard L&Jane A 22 Battery St San Francisco Ca 94111 159-040-021 181 Gonsalves-Santucci Partnership 264 Ebano Dr Walnut Creek Ca 94598 159-040-024 182 Baca Dennis E 5139 Port Chicago Hwy Concord Ca 94520 159-040-033 183 Gs Partners ' 5147 Port Chicago Hwy Concord Ca 94520 159-040-034 184 Gs Partners 5151 Port Chicago Hwy Concord Ca 94520 ' 159-040-038 185 Majestic Floors Inc 5700 Imhoff Dr Concord Ca 94520 159-040-039 186 Pappas Telecasting Of Concord 500 S Chinowth Visalia Ca 93277 159-040-063 187 Gonsalves& Santaucci Inc 5151 Port Chicago Hwy Concord Ca 94520 159-040-071 188 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-040-072 189 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-040-073 190 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' Munifinancial 52 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 159-040-074 191 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-040-076 192 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-040-077 193 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-040-078 194 Concord Industrial Park ' 1033 Detroit Ave Concord Ca 94518 159-040-079 195 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-040-080 196 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-040-081 197 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-040-082 198 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-050-037 199 Allied Investments 1033 Detroit Ave Concord Ca 94518 ' 159-050-044 200 George & Ruth Redding Investm 84 Midhill Dr Martinez Ca 94553 ' 159-050-045 201 Best Propane Co P O Box 798 Valley Forge Pa 19482 159-050-048 202 Seecon Financial & Constr Co 4021 Port Chicago Hwy Concord Ca 94524 159-050-052 203 Seecon Financial &Constr Co 4021 Port Chicago Hwy Concord Ca 94524 159-050-054 204 Seecon Fincancial & Constr Co 4021 Port Chicago Hwy Concord Ca 94524 ' 159-050-056 205 Seecon Financial &Const Co P O Box 4113 Concord Ca 94524 159-060-029 206 Mchugh John A & Eloise R Tre ' 12510 Marsh Creek Rd Clayton Ca 94517 159-060-030 207 Mchugh John A & Eloise R Tre 12510 Marsh Creek Rd Clayton Ca 94517 ' 159-060-035 208 Lyons George F 5807 Verde Cruz Way Sacramento Ca 95841 ' 159-060-037 209 Teicheira Gus & Rogene Tre 5161 Sutherland Dr Concord Ca 94521 ' MuniFinancial 53 COUNTY COU OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 159-060-038 210 Kavert David L& Patricia Tre P O Box 212 Miwuk Village Ca 95346 ' 159-060-066 211 Jarvis Douglas L 2322 Bates Ave Concord Ca 94520 159-060-067 212 Starbuck Grafton A &Alice Sue P O Box 1077 Oakley Ca 94561 159-060-068 213 Morgan William E & Barbara J ' 80 Grapevine Ln Suisun Ca 94585 159-060-072 214 Pacific Gulf Properties Inc 2235 Faraday Ave Carlsbad Ca 92008 159-060-077 215 Mortensen William &Sharon Tre 328 Via Cordova Ln Martinez Ca 94553 ' 159-060-078 216 Bay Standard Inc P O Box 801 Brentwood Ca 94513 159-060-079 217 Hom Byron T 3260 Trifari PI Concord Ca 94518 159-060-080 218 Spilker Carl &Jeanne Tre 15370 Bear Club Dr Sonora Ca 95370 ' 159-060-081 219 Spilker Carl Tre 15370 Bear Club Dr Sonora Ca 95370 ' 159-060-084 220 Gorman 'B' Family Limited Ptnr 1667 St Lawrence Way Pleasant Hill Ca 94523 159-060-086 221 Bates Properties Llc P O Box 2568 Martinez Ca 94553 159-060-087 222 Urricelqui Alvin & Ethel Tre 912 Lee Ln Concord Ca 94518 159-060-089 223 W W Grainger Inc 5500 W Howard St Skokie 11 60077 159-060-090 224 John Muir Medical Center 1601 Ygnacio Valley Rd Walnut Creek Ca 94598 159-060-092 225 Brutsche Leo C & Norma J Tre ' 2279 Pike Ct Concord Ca 94520 159-060-093 226 Balco Company P O Box 27368 Concord Ca 94527 159-060-094 227 Reardon Lawrence T& Lynette P O Box 27368 Concord Ca 94527 ' 159-060-098 228 Plog Larry G & Bonnie J 275 Brownstone Rd Oakaley Ca 94561 MuniFinancial 54 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 159-060-099 229 Plogco Inc Profit Sharing Tr P O Box 6097 Concord Ca 94524 ' 159-060-102 230 Mchugh John A & Eloise Tre 12510 Marsh Creek Rd Clayton Ca 94517 159-060-104 231 Baca Dennis E 5139 Pt Chicago Hwy Concord Ca 94520 159-070-007 232 Bedford Property Investors 270 Lafayette Cir Lafayette Ca 94549 159-070-015 233 Sinnott James M Tre 2655 Cloverdale Ave Concord Ca 94518 ' 159-070-016 234 Amb Inst Alliance Fund I 2235 Faraday Ave Carlsbad Ca 92008 159-070-017 235 Amb Inst Alliance Fund I ' 2235 Faraday Ave Carlsbad Ca 92008 159-070-019 236 Ccc Mosquito Abatement Dist ' 255 Glacier Dr Martinez Ca 94553 159-070-022 237 Amb Inst Alliance Fund 2235 Faraday Ave Carlsbad Ca 92008 ' 159-070-023 238 Bristol Billy Joe & Mardell Tr 3680 Rosebrook Ct Concord Ca 94518 ' 159-070-024 239 John Wagner Associates P O Box 4060 Concord Ca 94524 159-070-025 240 Seren Innovations ' 15 S 5Th St Minneapolis Mn 55402 159-070-030 241 Amb Inst Alliance Fund I 2235 Faraday Ave Carlsbad Ca 92008 t159-070-031 242 Icmpi Inc 270 Lafayette Cir Lafayette Ca 94549 ' 159-070-032 243 835 O'Farrell Street 512 Nevada Ave San Mateo Ca 94402 159-070-036 244 Bigge Development Company ' 10700 Bigge Ave San Leandro Ca 94577 159-070-037 245 Seren Innovations Inc 15 S 5Th St Minneapolis Mn 55402 ' 159-070-038 246 Pollino Paul E Sr 1560 Las Trampas Rd Alamo Ca 94507 ' 159-070-039 247 Blosl Phyllis M Tre 1031 Silverhill Dr Lafayette Ca 94549 ' MuniFinancial 55 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 159-070-040 248 Brookside Properties 171 Santa Rita Dr Walnut Creek Ca 94596 159-070-041 249 Mercer James D&June M 161 Tracy Ln Alamo Ca 94507 159-070-044 250 Haas Melvin H Jr& Diana L Tre 2001 Market St Concord Ca 94520 159-070-045 251 Clyde Ned P ' 159 Mason Cir Concord Ca 94520 159-070-046 252 Gehre Rolf& Florence Tre 2083 Trestle Glen Rd Walnut Creek Ca 94598 159-070-047 253 Adams John H & Patricia B Tre 110 Mason Cir Concord Ca 94520 159-070-048 254 Adams John H & Patricia B Tre 110 Mason Cir Concord Ca 94520 159-361-005 255 Levitt Randy A& Leslie A Tre 5017 Forni Dr Concord Ca 94520 159-361-006 256 Levitt Randy A& Leslie Tre 1031 Millbrook Ct Walnut Creek Ca 94598 ' 159-361-007 257 Levitt Randy A& Leslie Tre 1031 Millbrook Ct Walnut Creek Ca 94598 159-361-008 258 Rodriguez Benjamen L Jr Tre 71 Scenic Dr Orinda Ca 94563 159-361-009 259 Beard Ken &Tane C Tre 230 Castle Hill Ranch Rd Walnut Creek Ca 94595 159-362-002 260 Shurr James D& Barbara V Tre 5024 Fomi Dr Concord Ca 94520 159-362-003 261 5020 Forni Drive 975 Detroit Ave Concord Ca 94518 ' 159-362-006 262 Vansteenkiste Roger& M Tre 500 E Comstock Dr Chandler Az 85225 159-362-007 263 Aratex Services Inc 115 N 1 St St Burbank Ca 91502 159-362-008 264 Aratex Services Inc 115 N 1St St Burbank Ca 91502 ' 159-371-001 265 Rodriguez Benjamen L Jr Tre 71 Scenic Dr Orinda Ca 94563 159-371-002 266 Rodriguez Benjamen L Jr Tre 71 Scenic Dr Orinda Ca 94563 ' MuniFinancial 56 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 159-371-003 267 Rodriguez Benjamen L Jr Tre 71 Scenic Dr Orinda Ca 94563 1 159-371-007 268 Frito-Lay Inc P O Box 565048 Dallas Tx 75356 ' 159-410-001 269 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 159-410-004 270 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 159-421-013 271 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 ' 159-421-017 272 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 ' 159-421-018 273 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 159-421-019 274 Garaventa Mary C Tre ' P O Box 5397 Concord Ca 94518 159-421-020 275 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 159-421-021 276 Garaventa Mary C Tre P O Box 5397 Concord Ca 94518 ' 159-461-001 277 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-461-002 278 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-461-003 279 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-461-004 280 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-462-001 281 Allied Investments 1033 Detroit Ave Concord Ca 94518 159-463-001 282 Allied Investments 1 1033 Detriot Ave Concord Ca 94518 159-463-002 283 Allied Investments 1033 Detroit Ave Concord Ca 94518 ' 159-463-004 284 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 159-463-005 285 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 MuniFinancial 57 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 159-463-006 286 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-463-007 287 Concord Industrial Park 1033 Detroit Ave Concord Ca 94518 ' 159-471-001 288 Allied Investments 1033 Detroit Ave Concord Ca 94518 159-471-004 289 Gonsalves& Santucci Inc 5151 Port Chicago Hwy Concord Ca 94520 159-471-006 290 Allied Investments 1033 Detroit Ave Concord Ca 94518 ' 159-471-007 291 Gonsalves&Santucci Inc 5151 Port Chicago Hwy Concord Ca 94520 902-038-001 292 Bay Area Cellular Not Avalaible 220-391-019 293 Mapes Bros 1 22245 Cynthia Ct Hayward Ca 94541 220-391-020 294 Mapes Bros 22245 Cynthia Ct Hayward Ca 94541 ' 220-391-021 295 Mapes Bros 22245 Cynthia Ct Hayward Ca 94541 ' 220-391-022 296 Mapes Bros 22245 Cynthia Ct Hayward Ca 94541 220-401-001 297 Duchene Bruce E & Silvia ' 501 Garrigan Ct Danville Ca 94526 220-401-002 298 Miller William Marcus 505 Garrigan Ct Danville Ca 94526 ' 220-401-003 299 Collins Patrick T& Janet E 509 Garrigan Ct Danville Ca 94526 ' 220-401-004 300 Heitz Roger L& Mae A . 513 Garrigan Ct Danville Ca 94506 220-401-005 301 Yang Hsiao Hua Ou ' 517 Garrigan Ct Danville Ca 94526 220-401-006 302 Silvestri Arnold A 521 Garrigan Ct Danville Ca 94526 220-401-007 303 Gaemi Nasser& Melinda S 525 Garrigan Ct Danville Ca 94526 ' 220-401-008 304 Thompson Thomas W & Lisa L 520 Garrigan Ct Danville Ca 94526 ' MuniFinancial 58 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 220-401-009 305 Virk Harvinder& Daljeet 514 Garrigan Ct Danville Ca 94526 220-401-010 306 Nelson Gregg A& Emily R Tre 510 Garrigan Ct Danville Ca 94506 220-401-011 307 Young Daniel L Tre 504 Garrigan Ct Danville Ca 94506 220-401-012 308 Greenhall Mark A& Kimberly B ' 500 Garrigan Ct Danville Ca 94526 365-470-001 309 Wendt Jeffrey R & Molly D 820 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-002 310 Abrams Scott C Tre 830 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-003 311 Barger Joseph A 840 Hidden Pond Ct Lafayette Ca 94549 365-470-004 312 Greiner David C & Patricia M ' 850 Hidden Pond Ct Lafayette Ca 94549 365-470-005 313 Signorello Edward J & Kathleen 860 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-006 314 Denny John L& Catherine 870 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-007 315 Danford David J & Kristina C 865 Hidden Pond Ct Lafayette Ca 94549 365-470-008 316 Vanbelle James E & Sharon M ' 855 Hidden Pond Ct Lafayette Ca 94549 365-470-009 317 Hendrickson John & Linda 845 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-010 318 Barnes Brian R &Wendy M 835 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-011 319 Javert James Brian 825 Hidden Pond Ct Lafayette Ca 94549 365-470-012 320 Sharp Matthew M & Sally B ' 2250 Hidden Pond Ln Lafayette Ca 94549 365-470-013 321 Shih Ko Ching & Chueh Ying Tre 2258 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-015 322 Williams Michael James 2272 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-016 323 Demartini Robert L&Judith 2280 Hidden Pond Ln Lafayette Ca 94549 ' MuniFinancial 59 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 365-470-017 324 Khoury Peter 2288 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-018 325 Gleason Paul R& Diane L 2296 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-019 326 Penna James John 2299 Hidden Pond Ln Lafayette Ca 94549 365-470-020 327 Hutchins Steve & Nancy ' 2291 Hidden Pond Ln Lafayette Ca 94549 365-470-021 328 Acquistapace Bob E & Barbara D 2283 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-022 329 Pulsipher Paul L&Julie 2265 Hidden Pond Ln Lafayette Ca 94549 ' 365-470-023 330 Schwemer Gregory T& Danita K 2245 Hidden Pond Ln Lafayette Ca 94549 365-470-024 331 Hankins Deborah A 805 Hidden Pond Ct Lafayette Ca 94549 365-470-025 332 Munoz Jose R Jr&Victoria Tre 800 Hidden Pond Ct Lafayette Ca 94549 ' 365-470-027 333 Jensen Ned L& Kathleen E 812 Hidden Pond Ct Lafayette Ca 94549 ' 365-490-001 334 Cashman Robert& Mary Ann Tre 905 Dana Highlands Ct Lafayette Ca 94549 365-490-002 335 Lozano Diana L ' 913 Dana Highlands Ct Lafayette Ca 94549 365-490-003 336 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 ' 365-490-004 337 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 365-490-005 338 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 365-490-006 339 Davidon Dev Co Lp ' 1600 S Main St Walnut Creek Ca 94596 365-490-007 340 Maas Kevin 928 Dana Highlands Ct Lafayette Ca 94549 ' 365-490-008 341 Carlson Allen M Tre 920 Dana Highlands Ct Lafayette Ca 94549 ' 365-490-009 342 Lu Lawrence Shih-Ping 912 Dana Highlands Ct Lafayette Ca 94549 ' MuniFinandal 60 ' COUNTY. OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 365-490-010 343 Richey Randy L & Donna J 2199 Hidden Pond Rd Lafayette Ca 94549 ' 365-490-011 344 Kaestner Mark O & Eiko 2198 Hidden Pond Rd Lafayette Ca 94549 365-490-012 345 Jones Patrick A Tre ' 2190 Hidden Pond Rd Lafayette Ca 94549 365-490-013 346 Fisher Lawrence W& Elizabeth 2182 Hidden Pond Rd Lafayette Ca 94549 365-490-014 347 Burkett H Glenn 950 Oak Vista Ct Lafayette Ca 94549 ' 365-490-015 348 Alarcon Henry &Pamela 958 Oak Vista Ct Lafayette Ca 94549 365-490-016 349 Kassels Michael D ' 2339 Almond Ave Concord Ca 94520 365-490-018 350 Weis Peter F ' 965 Oak Vista Ct Lafayette Ca 94549 365-490-019 351 Cardoza M Phillip 2174 Hidden Pond Rd Lafayette Ca 94549 ' 365-490-020 352 Jee Dennis& Ginny 2166 Hidden Pond Rd Lafayette Ca 94549 365-490-025 353 Polgar Leslie G & Susan Tre 974 Oak Vista Ct Lafayette Ca 94549 365-500-001 354 Bailey Brent D ' 1080 Sunrise Ridge Dr Lafayette Ca 94549 365-500-002 355 Perez Francisco J Tre 10 Julie Highlands Ct Lafayette Ca 94549 ' 365-500-003 356 Firouzian Mansour& Maryam 18 Julie Highlands Ct Lafayette Ca 94549 ' 365-500-004 357 Muir John R &Jean L Tre 26 Julie Highlands Ct Lafayette Ca 94549 365-500-005 358 Christensen Thomas & Marilyn ' 23 Julie Highlands Ct Lafayette Ca 94549 365-500-006 359 Kutzscher Detlef Tre 15 Julie Highlands Ct Lafayette Ca 94549 ' 365-500-007 360 Lapsey W Christopher&Jacque 1070 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-500-008 361 Wood William D & Denise 1046 Sunrise Ridge Dr Lafayette Ca 94549 ' MuniFinancial 61 ' COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 365-500-009 362 Peirona Paul Andrew& Michelle 1038 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-500-010 363 Stivers Greg L &Jennifer M 1030 Sunrise Ridge Dr Lafayette Ca 94549 365-500-011 364 Long Mark P ' 1022 Sunrise Ridge Dr Lafayette Ca 94549 365-500-012 365 Ellison E-Charles Iii & Joan B ' 1014 Sunrise Ridge Dr Lafayette Ca 94549 365-500-013 366 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 ' 365-500-014 367 Stewart Bonnie R 1023 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-500-015 368 Chisaki Marc H & Sue Kay 1031 Sunrise Ridge Dr Lafayette Ca 94549 365-500-016 369 Borie Karen L ' 1039 Sunrise Ridge Dr Lafayette Ca 94549 365-500-017 370 Mccarthy Terrance M & Kathleen 1047 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-500-018 371 Custer Richard D &Catherine M 1055 Sunrise Ridge Dr Lafayette Ca 94549 365-500-019 372 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 365-500-020 373 Davidon Dev Co Lp ' 1600 S Main St Walnut Creek Ca 94596 365-500-021 374 Harris L Carl & Patsy L 1079 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-510-001 375 Eiland Emmett E &Natasha Tre 1100 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-510-002 376 Dotson Kyle B 2500 City West Blvd Houston Tx 77042 365-510-003 377 Blalock John L &Adrienne G t 1116 Sunrise Ridge Dr Lafayette Ca 94549 365-510-004 378 Pappageorge James S & C B Tre 21 Jennifer Highlands Ct Lafayette Ca 94549 ' 365-510-005 379 Patterson Charles J & Karen D 29 Jennifer Highlands Ct Lafayette Ca 94549 ' 365-510-006 380 Yeh David S & Irene D 37 Jennifer Highlands Ct Lafayette Ca 94549 ' MuniFinancial 62 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment ' Parcel No. I.D. Property Owner's Name and Address 365-510-007 381 Oben Reginaldo A &Teresa Wack Wack Village Mandaluyong City 1551 Philipns ' 365-510-008 382 Vanini Carlo & Patricia A 32 Jennifer Highlands Ct Lafayette Ca 94549 ' 365-510-009 383 Carson Grant & Lori G 24 Jennifer Highlands Ct Lafayette Ca 94549 365-510-010 384 Taylor Donald & Ellen 20 Jennifer Highlands Ct Lafayette Ca 94549 365-510-011 385 Orsi Carl J & Charlene K 1138 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-510-012 386 Swartz Gary&Terri E 1146 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-510-013 387 Luehrs Paul R& Linnae M 1154 Sunrise Ridge Dr Lafayette Ca 94549 365-520-001 388 Koehler Gary W ' 1162 Sunrise Ridge Dr Lafayette Ca 94549 365-520-002 389 Simpson Jerome A& Bebe L 1170 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-003 390 Ward Jeffrey R 1178 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-004 391 Heaney Robert M & Kathryn 1186 Sunrise Ridge Dr Lafayette Ca 94549 365-520-005 392 Miller Charles A li &Suzanne ' 1194 Sunrise Ridge Dr Lafayette Ca 94549 365-520-006 393 Janke Craig E & Deborah Price 1202 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-007 394 Fleming James P & Deborah J 1210 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-008 395 Dudrear Michael J &Jennifer P 1218 Sunrise Ridge Dr Lafayette Ca 94549 365-520-009 396 Quinn Patrick W ' 1226 Sunrise Ridge Dr Lafayette Ca 94549 365-520-010 397 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 365-520-011 398 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 ' 365-520-012 399 Liu Bernard S &Terry T 1250 Sunrise Ridge Dr Lafayette Ca 94549 ' MuniFinancial 63 COUNTY OF CONTRA COSTA Reassessment District of 2001 Summary ' Names and Addresses of Property Owners Assessor's Reassessment Parcel No. I.D. Property Owner's Name and Address 365-520-013 400 Davidon Dev Co Lp 1600 S Main St Walnut Creek Ca 94596 365-520-014 401 Duncan J A & Penne S 1266 Sunrise Ridge Dr Lafayette Ca 94549 365-520-015 402 Davidon Dev Co Lp ' 1600 S Main St Walnut Creek Ca 94596 365-520-016 403 Mcgrath Andrew H & Carmel ' 1282 Sunrise Ridge Dr Lafayette Ca 94549 365-520-017 404 Simpson Chester B & Darlene J 1281 Sunrise Ridge Dr Lafayette Ca 94549 365-520-018 405 Diamond Stephen D & Rochelle B 1255 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-019 406 Burney Janice 1247 Sunrise Ridge Dr Lafayette Ca 94549 365-520-020 407 Davidon Dev Co Lp ' 1600 S Main St Walnut Creek Ca 94596 365-520-021 408 Stickney David B 1231 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-022 409 Leach John W& Elizabeth V 1217 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-023 410 Draguesku John R & Michelle 1193 Sunrise Ridge Dr Lafayette Ca 94549 365-520-024 411 Mccarthy David G &Joan Tre 1177 Sunrise Ridge Dr Lafayette Ca 94549 365-520-025 412 Giambalvo Frank M & Margaret 1169 Sunrise Ridge Dr Lafayette Ca 94549 ' 365-520-026 413 Wood Stephen & Cynthia 1161 Sunrise Ridge Dr Lafayette Ca 94549 ' 159-060-103 414 Baca Dennis E 5139 Port Chicago Hwy Concord Ca 94520 414.PARCELS ' MuniFinandal 64 1 COUNTY OF CONTRA COSTA ' Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District ' No. 1992-1 Mrack Road) 1 Method of Reassessment 1 ' Each Reassessment has been computed as a proration of the existing individual assessments to the total existing assessment. 1 Unpaid delinquent assessments and reassessments with respect to the Prior Districts (as defined in the Resolution of Intention), together with interest and penalties thereon, are not ' subject to these reassessment proceedings and shall not be superseded by the reassessments described herein, and the lien thereon shall be equal in priority to the lien of the reassessments described herein. 1 1 1 1 i 1 1 1 65 ' COUNTY OF CONTRA COSTA Reassessment District of 2001 (Reassessment District No. 1993-1 East Bates, Reassessment District No. 1993-2 Hidden Pond Road, Reassessment District No. 1993-4 Rancho Paraiso, and Assessment District No. 1992-1 Mrack Road) 1 Certifications ' 1. I, the Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that the foregoing Reassessment Report with the Reassessment Diagram thereto attached, was filed with me on `7�Zc �-, , 2001. l Clerk of the Board of Supervisors ' County of Contra Costa ' 2. I, the Clerk of the Board of Supervisors of the County of Contra Costa, California, hereby certify that the Reassessments set forth in Column(1) of the Reassessment Roll ' above, with Reassessment Diagram attached, were approved and confirmed by the Board of Supervisors of said County on 2001. Clerk of the Board of Supervisors ' County of Contra Costa ' 3. 1, the Public Works Director of the County of Contra Costa, County of Contra Costa, California, hereby certify that the Reassessment, together with a Reassessment Diagram thereto attached, was recorded in my office on 4EQl,L. , 2001. PublicWorks Director 1 ' 4. A Notice of Reassessment was recorded and the Reassessment Diagram was filed in the office of the County Recorder of the County of Contra Costa, California, on 52001. 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N0, 0976 P. 2 �4 040 r- �. -� co z 40 u r Lu a `: LU Q3 `O nG 13093-05 JH:SM:1dw 3/26/01 4/27/01 COUNTY OF CONTRA COSTA Reassessment District of 2001 PAYING AGENT AGREEMENT by and between COUNTY OF CONTRA COSTA and BNY WESTERN TRUST COMPANY, as Paying Agent Dated as of June 1, 2001 Relating to: COUNTY OF CONTRA COSTA LIMITED OBLIGATION REFUNDING BONDS, SERIES 2001 (Reassessment District of 2001) TABLE OF CONTENTS Paye ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement..............................................................................3 Section 1.02. Agreement for Benefit of Bond Owners..................................................................3 Section1.03. Definitions..........................................................................................................3 ARTICLE II THE BONDS Section2.01. Bonds Issued........................................................................................................9 Section 2.02. Terms of Bonds.....................................................................................................9 Section2.03. Redemption....................................................................................................... 10 Section2.04. Form of Bonds.................................................................................................... 11 Section 2.05. Execution of Bonds............................................................................................. 11 Section 2.06. Transfer of Bonds............................................................................................... 11 Section 2.07. Exchange of Bonds............................................................................................. 12 Section 2.08. Bond Register.................................................................................................... 12 Section 2.09. Temporary Bonds............................................................................................... 12 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen........................................................ 12 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds.......................................................................... 14 Section3.02. Validity of Bonds.............................................................................................. 14 Section 3.03. Pledge of Reassessments and Funds..................................................................... 14 Section 3.04. Limited Obligation........................................................................................... 14 Section 3.05. No Acceleration................................................................................................ 14 Section 3.06. Refunding of Bonds............................................................................................ 14 ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Deposit of Bond Proceeds................................................................................... 15 Section4.02. Escrow Fund....................................................................................................... 15 Section 4.03. Redemption Fund............................................................................................... 15 Section 4.04. Bond Service Fund............................................................................................. 15 Section 4.05. Return of Reassessment Installments................................................................... 16 ARTICLE V COVENANTS OF THE COUNTY Section 5.01. Collection of Reassessments............................................................................... 17 Section 5.02. Foreclosure........................................................................................................ 18 Section 5.03. Punctual Payment............................................................. ............................... 18 Section 5.04. Extension of Time for Payment............................................................................ 18 Section 5.05. Against Encumbrance......................................................................................... 18 Section 5.06. Books and Accounts............................................................................................ 18 Section 5.07. Protection of Security and Rights of Owners........................................................ 18 Section 5.08. Further Assurances............................................................................................ 18 Section 5.09. Private Activity Bond Limitation...................................................................... 19 Section 5.10. Federal Guarantee Prohibition.......................................................................... 19 Section 5.11. Rebate Requirement........................................................................................... 19 Section5.12. No Arbitrage..................................................................................................... 19 Section 5.13. Yield of the Bonds............................................................................................. 19 -i- Section 5.14. Maintenance of Tax-Exemption.......................................................................... 19 ARTICLE VI INVESTMENTS; LIABILITY OF THE COUNTY Section 6.01. Deposit and Investment of Moneys in Funds.........................................................20 Section 6.02. Acquisition, Disposition and Valuation of Investments.......................................20 Section 6.03. Liability of County............................................................................................20 Section 6.04. Employment of Agents by Paying Agent or County...............................................21 ARTICLE VII THE PAYING AGENT Section 7.01. Appointment of Paying Agent............................................................................22 Section 7.02. Liability of Paying Agent..................................................................................23 Section 7.03. Information;Books and Accounts........................................................................23 Section 7.04. Notice to Paying Agent.....:................................................................................24 Section 7.05. Compensation;Indemnification..........................................................................24 Section 7.06. Interaction With the County..............................................................................24 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted......................................................................................25 Section 8.02. Owners'Meetings..............................................................................................25 Section 8.03. Procedure for Amendment with Written Consent of Owners.................................25 Section 8.04. Disqualified Bonds............................................................................................26 Section 8.05. Effect of Supplemental Agreement.....................................................................26 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment...........................26 Section 8.07. Amendatory Endorsement of Bonds.....................................................................27 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties...........................................................28 Section 9.02. Successor is Deemed Included in All Reference to Predecessor...............................28 Section 9.03. Discharge of Agreement.....................................................................................28 Section 9.04. Execution of Documents and Proof of Ownership by Owners..................................29 Section 9.05. Waiver of Personal Liability.............................................................................29 Section 9.06. Notices to and Demand on County and Paying Agent...........................................29 Section 9.07. Partial Invalidity.............................................................................................29 Section 9.08. Unclaimed Moneys............................................................................................29 Section 9.09. Applicable Law................................................................................................30 Section 9.10. Conflict with Act..............................................................................................30 Section 9.11. Conclusive Evidence of Regularity.....................................................................30 Section 9.12. Payment on Business Day...................................................................................30 Section 9.13. Counterparts.....................................................................................................30 EXHIBIT A FORM OF BOND EXHIBIT B PRIOR DISTRICTS AND PRIOR BONDS EXHIBIT C ALLOCATION OF RESERVE FUND AMONG PRIOR DISTRICTS EXHIBIT D ALLOCATION OF BONDS AMONG PRIOR DISTRICTS -ii- PAYING AGENT AGREEMENT THIS PAYING AGENT AGREEMENT (the "Agreement") is made and entered into as of June 1,2001 by and between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (the "County") and BNY WESTERN TRUST COMPANY, a California banking corporation duly organized and existing under the laws of the State of California, with a corporate trust office located in San Francisco, California, as paying agent (the "Paying Agent"), WITNESSETH: WHEREAS, the County of Contra Costa (the "County") has heretofore conducted special assessment or reassessment proceedings for certain assessment and reassessment districts (collectively, the 'Prior Districts") and issued four series of improvement and reassessment bonds of the County, all as described in Exhibit A attached hereto, and reference is hereby expressly made to Exhibit A for further particulars, including the numbers and dates of authorizing resolutions, and the dates and amounts of said improvement and reassessment bonds; and WHEREAS, the Board of Supervisors (the "Board") of the County, under Resolution No. adopted on May 22, 2001 (the "Resolution of Intention") has conducted proceedings for the levy of reassessments and issuance of refunding bonds pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the "Act") in and for the County's Reassessment District of 2001 (the "District"), and, by the Resolution of Intention, the Board provided that serial and/or term refunding limited obligation improvement bonds of the County in and for the District (the "Bonds") would be issued thereunder and, to the extent applicable, pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California (the "Bond Law"), and reference to the Resolution of Intention and proceedings had thereunder is hereby expressly made for further particulars; WHEREAS, the purpose of the proceedings Linder the Resolution of Intention was to provide for the reassessment of the Prior Districts and for the refunding of the Prior Bonds, in advance of the scheduled maturities thereof with the proceeds of the Bonds, and on May 22, 2001, the Board adopted its Resolution No. (the "Resolution of Issuance"), which Resolution of Issuance, among other things, authorized the County's Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the "Bonds"); WHEREAS, there is now on file in the office of the Treasurer of the County a list of the reassessments remaining unpaid for the District and the Board has adopted a resolution (the "Resolution of Issuance") providing for the issuance, execution and delivery of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the reassessments securing the Bonds and the administration and payment of the Bonds; and WHEREAS, the County has determined that all things necessary to cause the Bonds, when authenticated and issued as provided in the Act, to be legal, valid and binding and limited obligations in accordance with their terms,and all things necessary to cause the creation, authorization, execution and delivery of this Resolution and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -2- ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act, the Bond Law and the Resolution of Issuance. Section 1.02. Agreement for Benefit of Bond Owners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the County shall be for the equal benefit, protection and security of the registered owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Paying Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement (as herein defined), and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein", "hereof", "hereunder' and other words of similar import refer to this Agreement as a whole and not to any particular Article,Section or subdivision hereof. "Act" means the Refunding Act of 1984 for 1915 Improvement Act Bonds, being Division 11.5 of the California Streets and Highways Code. "Agreement" means this Paying Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement executed pursuant to the provisions hereof. "Auditor" means the auditor/controller or tax collector of the County, or such other official of the County who is responsible for preparing real property tax bills. "Authority" means the County of Contra Costa Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California. "Autlzority Bonds" means collectively, the County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001). "Authorized Investments" means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein (the Paying Agent is entitled to rely upon any direction of the County as a certification to it that such investment is an Authorized Investment hereunder): (a) Federal Securities; (b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export- Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued -3- and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (c) interest-bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Paying Agent and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (d) commercial paper rated in the highest short-term rating category by any Rating Agency,issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein; (e) bankers acceptances,consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein; (f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities; (g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency; (h) money market funds(including money market funds for which the Paying Agent, its affiliates or subsidiaries provide investment advisory or other management services)which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency; (i) any investment agreement, repurchase agreement or other investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated A or better by any Rating Agency; (j) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code; and (k) the California Arbitrage Management Program of the Treasurer of the State or any similar fund or program established or managed by the Treasurer of the State. -4- "Authorized Officer" means the Treasurer, the Auditor-Controller, the Director of Public Works, the Clerk of the Board, or any other officer or employee authorized by the Board of Supervisors of the County or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Board of Supervisor" means the Board of Supervisors as the legislative body of the County. "Bond or Bonds" means County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001), at any time Outstanding under this Agreement or any Supplemental Agreement. "Bond Counsel" means any attorney or firm of attorneys acceptable to the County and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Date" means the dated date of the Bonds which is the Closing Date. "Bond Law"means the Improvement Bond Act of 1915, as amended, Division 10 of the California Streets and Highways Code. "Bond Register" means the books maintained by the Paying Agent pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve-month period beginning on September 3 in any year and extending to the next succeeding September 2, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 2,2001. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Paying Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "Clerk"means the Clerk or Deputy Clerk of the Board of Supervisors. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. "Code"means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated,and applicable official public guidance published, under the Code. "County" means the County of Contra Costa, State of California. "Cottnty Counsel"means the County Counsel of the County or other designated counsel to the County with respect to the District. "Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled,and (ii) the principal amount of the Outstanding Bonds due in such Bond Year. "District"means the area within the County designated "Reassessment District of 2001" created in proceedings under the Act and the Resolution of Intention. -5- "Escrow Agreement"means the Escrow Deposit and Trust Agreement dated as of June 1, 2001 by and between the County and the Escrow Holder by which the Escrow Fund is established and administered. "Escrow Fund"means the fund by that name established pursuant to Section 4.02. "Escrow Holder" means BNY Western Trust Company, acting as Escrow Holder under . the Escrow Agreement. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding)if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term"fair market value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if(i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. "Federal Securities" means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Paying Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as stripped obligations and coupons;or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Fiscal Year"means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year,both dates inclusive. "Indenture"means the Indenture of Trust dated as of June 1, 2001 between the County of Contra Costa Public Financing Authority and BNY Western Trust Company, as trustee. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; -6- Mergent/FIS, 5250 77 Center Drive, Suite 150, Charlotte, North Carolina 28217, Attention: Called Bond Dept.; Kenny S&P, 55 Water Street, 45th Floor, New York, New York 10041, Attention: Notification Department; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the County may designate in an Officer's Certificate delivered to the Paying Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing March 2, 2002. "List of Unpaid Reassessnients" means the list on file with the Treasurer showing the amounts of the Reassessments upon each of the parcels in the District. "Maximum Annual Debt Service"means the largest Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Officer's Certificate" means a written certificate of the County signed by an Authorized Officer of the County. "Original Purchaser" means the Authority as the first purchaser of the Bonds from the County. "Outstanding" when used as of any particular time with reference to Bonds, means, subject to the provisions of Section 8.04, all Bonds except: (i) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized,executed, issued and delivered by the County pursuant to this Agreement or any Supplemental Agreement. "Ozvner" or."Bond Ozvner" means the registered owner of any Outstanding Bond as shown on the Bond Register of the Paying Agent under Section 2.08 hereof. "Paying Agent" means the Paying Agent appointed by the County and acting as the registrar, transfer agent, and paying agent for the Bonds and as an independent Paying Agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Prepayrnent Account" means the account within the Redemption Fund and designated "County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) Prepayment Account," established and administered under Section 4.03 hereof. "Principal Office"means the corporate trust office of the Paying Agent in San Francisco, California, located at such address as shall be specified in a written notice by the Paying Agent to the County under Section 9.06 hereof or such other office of the Paying Agent designated for payment, transfer or exchange of the Bonds. -7- "Prior Bonds" means collectively, the series of limited obligation improvement bonds described in the Resolution of Intention which are being refunded with the proceeds of the Bonds,which Prior Bonds are identified in Exhibit B hereto. "Prior Districts" means, the assessment districts subject to reassessment as provided in the Resolution of Intention,which Prior Districts are identified in Exhibit B hereto. "Rating Agency" means, individually, either (a) Moody's Investors Service, Inc., and its successors and.assigns, or (b) Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, Inc.,and its successors and assigns. "Reassessments"means the unpaid reassessments levied within the District by the Board of Supervisors of the County under the proceedings taken pursuant to the Act and the Resolution of Intention. "Record Date" means the fifteenth day of the calendar month immediately preceding the applicable Interest Payment Date. "Redemption Fiind" means the fund designated "County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) Redemption Fund," established and administered under Section 4.03 hereof. "Redemption Preinium" means three percent (3%) of the principal amount of the Bonds called for redemption pursuant to Section 2.03(A)(i). "Resolution of Intention" means Resolution No. adopted by the Board of the County on May 22, 2001. "Resoltition of Issuance" means, Resolution No. adopted by the Board of the County on May 22, 2001. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4039 or 4190; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the County may designate in an Officer's Certificate delivered to the Paying Agent. "State" means the State of California. "Supplemental Agreement"means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Board of the County under the Bond Law and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Treasurer"means the Treasurer of the County,or designee thereof. "Trustee"means BNY Western Trust Company, as trustee for the Authority Bonds under the Indenture,or any successors as trustee thereunder. -8- ARTICLE II THE BONDS Section 2.01. Bonds Issued. The Bonds in the aggregate principal amount of Dollars ($_ _) are hereby authorized to be issued by the County under and subject to the terms of the Resolution of Issuance and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be secured by the Reassessments and moneys in the Redemption Fund and the Bond Service Fund. The Bonds shall be allocated among the Prior Districts as provided in Exhibit C hereto. Section 2.02. Terms of Bonds. (A) Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Bonds shall be lettered and numbered in a customary manner as determined by the Paying Agent. (B) Date of Bonds. The Bonds shall be dated the Bond Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the County or the Paying Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the County's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Matzirities. The Bonds shall mature and bear interest at the rates per annum as follows: Year Principal Interest (September 2) Amount Rate (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to the first Interest Payment Date, in which event it shall bear interest from the Bond Date. (F) Method of Payntettt. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Paying Agent mailed by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the Bond Register maintained by the Paying Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of -9- $1,000,000 or more in aggregate principal amount of Bonds delivered to the Paying Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Paying Agent. All Bonds paid by the Paying Agent under this Section shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and,upon request of the County, issue a certificate of destruction of such Bonds to the County. Section 2.03. Redemption. (A) Terms of Redemption. Each Outstanding Bond, or any portion of the principal thereof, in the principal amount of$5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date in any year by giving at least 30 days written notice to the Owner thereof by registered or certified mail or by personal service and by paying the principal amount thereof together with the Redemption Premium thereon plus interest to the date of redemption, unless sooner surrendered,in which event said interest will be paid to the date of payment, all in the manner and as provided in the Act and the Bond Law. The County shall notify the Paying Agent of Bonds to be called for redemption upon prepayment of Reassessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. The Paying Agent shall select Bonds for retirement in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible. Within each annual series, the Paying Agent shall select Bonds for retirement by lot. The.provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Reassessments and to the calling of the Bonds. The County shall advise the Paying Agent of such provisions to the extent not specified herein. (B) Notice to Paying Agent. The County shall give the Paying Agent written notice of the aggregate amount of Bonds to be redeemed pursuant to subsection (A) not less than forty-five (45) days prior to the applicable redemption date. (C) Redemption Procedure by Paying Agent. The Paying Agent shall cause notice of any redemption to be given as provided in Section 2.03(A), to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Paying Agent. The Paying Agent (but only if the Bonds are not held by the Trustee for the Authority Bonds) shall also cause notice of redemption to be mailed to the Securities Depositories and to one or more of the Information Services at least one day earlier than the giving of notice to the Owners as aforesaid; provided, however, such mailing to the Securities Depositories and Information Services shall not be a condition precedent to such redemption and failure to so mail or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceeding for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall -10- state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price, and shall state that further interest on such Bonds,or the portion thereof to be redeemed,will not accrue from and after the redemption date. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the.proceeds of such check or other transfer. Upon surrender of Bonds redeemed in part only, the County shall execute and the Paying Agent shall authenticate and deliver to the registered Owner, at the expense of the County, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed by the Paying Agent pursuant to this Section 2.03 shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and, upon request of the County,issue a certificate of destruction of such Bonds to the County. Section 2.04. Form of Bonds. The Bonds, the form of Paying Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution of Issuance and the Bond Law. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the County by the facsimile signatures of its Treasurer and its Clerk who are in office on the Closing Date, and the seal of the County shall be impressed,imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the County by such persons as at the actual date of the execution of such Bond shall be the proper officers of the County although at the nominal date of such Bond any such person shall not have been such officer of the County. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Paying Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred,upon the Bond Register under Section 2.08 hereof by the person in whose name it is registered,in person or by such person's duly authorized attorney,upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form -11- approved by the Paying Agent. The cost for any services rendered or any expenses incurred by the Paying Agent in connection with any such transfer shall be paid by the County. The Paying Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the County shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount(s), maturity(ies) and interest rate(s) in the denominations herein authorized. Neither the County nor the Paying Agent shall be required to make such transfer of Bonds on or after a Record Date and before the next ensuing Interest Payment Date. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Paying Agent in connection with any such exchange shall be paid by the County. The Paying Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. Neither the County nor the Paying Agent shall be required to make such exchange of Bonds after a Record Date and before the next ensuing Interest Payment Date. Section 2.08. Bond Register. The Paying Agent will keep, or cause to be kept, at its Principal Office the Bond Register for the registration and transfer of the Bonds which Bond Register shall show the series number,date,maturity amount,rate of interest and last registered Owner of each Bond and shall at all times be open to inspection by the County during regular business hours on any Business Day, upon reasonable notice; and, upon presentation for such purpose,the Paying Agent shall,under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the County, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the County and authenticated by the Paying Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the County issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered,for cancellation,in exchange for the definitive Bonds at the Principal Office of the Paying Agent or at such other location as the Paying Agent shall designate, and the Paying Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the County, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and destroyed by the Paying Agent who shall, upon request of the County, deliver a certificate of destruction thereof to the County. If any Bond shall be lost, destroyed or stolen,evidence of such loss, destruction or theft may be submitted to the Paying Agent and, if such evidence be satisfactory to the Paying Agent and indemnity satisfactory to the Paying Agent and the County shall be given, the County, at the expense of the Owner, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and -12- principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The County may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section 2.10 and of the expenses which may be incurred by the County and the Paying Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the County whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued under this Agreement. -13- ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the County may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof.and deliver the Bonds to the Trustee on behalf of the Original Purchaser. Pursuant to the Resolution of Issuance, the Authorized Officers of the County are authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Bond Law, the Resolution of Issuance and this Agreement, to authorize the payment of Costs of Issuance by the County from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of public improvements or upon the performance by any person of such person's obligation with respect to the public improvements. Section 3.03. Pledge of Reassessments and Funds. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Reassessments and all moneys deposited in the Redemption Fund. The Reassessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03 hereof. Section 3.04. Limited Obligation. All obligations of the County under this Agreement and the Bonds shall not be general obligations of the County, but shall be limited obligations, payable solely from the Reassessments and the funds pledged therefore hereunder. Neither the faith and credit of the County nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Refunding Bonds" and are payable solely from and secured solely by the Reassessments and the amounts in the Redemption Fund created hereunder. Notwithstanding any other provision of this Agreement, the County is not obligated to advance available surplus funds from the County treasury to cure any deficiency in the Redemption Fund. Section 3.05. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 3.05 shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or. the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 3.06. Refunding of Bonds. The Bonds may be refunded by the County pursuant to Divisions 11 or 11.5 of the California Streets and Highways Code upon the conditions as set forth in appropriate proceedings therefor, provided that no such refunding may cause the redemption of Bonds prior to September 2, 2009. This Section shall not apply to or in any manner limit advancement of the maturity of any of the Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor shall this Section 3.06 apply to or in any manner limit the redemption and payment of any Bond pursuant to subsequent proceedings providing for the payment of amounts to eliminate previously imposed fixed lien assessments, including the Reassessments. -14- ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Deposit of Bond Proceeds. The proceeds of the purchase of the Bonds by the Original Purchaser, shall be paid to the Paying Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date into the Escrow Fund. Section 4.02. Escrow Fund. On the Closing Date, the County is hereby directed and authorized to cause to be established a fund to be held by the Escrow Holder under the Escrow Agreement and to be known as the "County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the "Escrow Fund"). The purpose of the establishment of the Escrow Fund shall be to assure the timely retirement of the Prior Bonds in advance of their respective stated maturities,using a portion of the proceeds of the Bonds and other funds held by the County with respect to the Prior Bonds and investment earnings thereon, all as to be specified by appropriate Certificates of the County and in the Escrow Agreement. Section 4.03. Redemption Fund. (A) Establisltntent of Redentptioii Fund. The Redemption Fund is hereby established as a separate fund to be held by the County to the credit of which deposits shall be made as required by this Agreement or the Bond Law. Moneys in the Redemption Fund shall be held by the County for the benefit of the Owners of the Bonds, and shall be disbursed by the County to the Paying Agent for the payment of the principal of, and interest and any premium on, the Bonds as provided below. Within the Redemption Fund there is hereby established the Prepayment Account, which shall be used exclusively for the administration of any prepayments of Reassessments pursuant to Section 8767 of the Bond Law to assure the timely redemption of Bonds. In the event all of the Reassessments are prepaid in full, the Prepayment Account shall be closed. (B) Disbursentettts. Prior to each Interest Payment Date, the County shall withdraw from the Redemption Fund and transfer to the Paying Agent the amounts necessary for payment to the Owners of the Bonds of the principal of, and interest and, premium, if any, then due and payable on the Bonds. If there are insufficient funds in the Redemption Fund to make the payments provided for in the preceding sentence, the Paying Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds, and then to payment of principal due on the Bonds by reason of Bonds called for redemption pursuant to Section 2.03(A)hereof. Any amount remaining on deposit after making such transfer to the Paying Agent shall be used only as permitted by the Act, including crediting future Reassessments (including Reassessments levied for the purposes specified in Section 8682.1 of the Bond Law). (C) Inveshnettt. Moneys in the Redemption Fund (and the accounts therein) shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Redemption Fund. Section 4.04. Bond Service Fund. There is hereby established as a separate fund the Bond Service Fund, to be held by the Paying Agent. All moneys received by the Paying Agent from the County pursuant to Section 4.03 shall be deposited into the Bond Service Fund. The -15- moneys on deposit in the Bond Service Fund shall be used solely to pay principal and interest on the Bonds when due (including pursuant to any redemption thereof). The moneys in the Bond Service Fund shall be invested only in a money market fund (including any fund for which the Paying Agent or any its affiliates maintains or acts as sponsor or advisor) described in (h) of the definition of Authorized Investments. Section 4.05. Return of Reassessment Installments. At such time as there is on deposit in the Reserve Fund amounts (in the form of cash or Permitted Investments) allocable to one of the Prior Districts sufficient to retire, in full, that portion of the Bonds allocable to such Prior District (such allocation of the Reserve Fund to the Prior Districts being set forth in Exhibit C hereto,and such allocation of Bonds to the Prior Districts being set forth in Exhibit D hereto), and said amounts are applied to pay debt service on the Authority Bonds, as provided in Section 5.06(f) of the Indenture, the County shall refund to the property owners within the applicable Prior District all Reassessments paid and collected by the County which are no longer needed to pay debt service on the allocable portion of the Bonds, all determined in accordance with Exhibit C and Exhibit D. In the event that such amounts on deposit in Reserve Fund are instead released to the County pursuant to Section 5.06(f) of the Indenture, the County shall use such amounts to refund to the property owners within the applicable Prior District a portion of the Reassessment installments previously paid. -16- ARTICLE V COVENANTS OF THE COUNTY Section 5.01. Collection of Reassessments. The County shall comply with all requirements of the Act, the Bond Law and this Agreement to assure the timely collection of the Reassessments, including, without limitation, the enforcement of delinquent Reassessments. Any funds received by the County in and for the District, including, but not limited to, collections of Reassessments upon the secured tax rolls,collections of delinquent Reassessments and penalties thereon, through foreclosure proceedings and the prepayment of Reassessments or portions thereof, shall be immediately transmitted directly to the Paying Agent, without deduction, to be deposited into the funds and accounts herein specified. To that end, the following shall apply: (A) The Reassessments, as set forth.on the List of Unpaid Reassessments on file with the Treasurer, together with the interest thereto, shall be payable in annual series corresponding in number to the number of serial maturities of the Bonds issued. An annual proportion of each Reassessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds issued sufficient to pay the Bonds when due and such proportion of each Reassessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property. All sums received from the collection of the Reassessments and of the interest and penalties thereon shall be placed in the Redemption Fund. In addition, all stuns received by the County with respect to the assessments levied in connection with the Prior Bonds, including any penalties and delinquencies, shall be placed in the Redemption Fund. Any prepayments of Reassessments shall be placed in the Prepayment Account established tinder and administered in accordance with this Agreement. (B) The County shall, before the final date on which the Auditor will accept the transmission of the Reassessments for the parcels within the District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the installments of the Reassessments on the next secured tax roll of the County. The County is hereby authorized to employ consultants to assist in computing the installments of the Reassessments hereunder and in reconciling Reassessments billed to amounts received as provided in subsection (C) of this Section 5.01. (C) The Reassessments shall be payable and be collected in the same manner and at.the same time and in the same installments as the general taxes on real property are payable,and have the same priority,become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency, if any, as do the general taxes on real property. In addition to any amounts authorized pursuant to the Bond Law to be included with the annual amounts of installments as aforesaid, the County, pursuant to section 8682.1 of the Bond Law, may cause to be entered on the assessment roll on which taxes will next become due, opposite each lot or parcel of land within the District in the manner set forth in sections 8682 and 8682.1, each lot's pro rata share of the estimated annual expenses of the County in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration,authentication,transfer and compliance with the -17- provisions of Article V hereof, which amounts shall be used to defray the costs of the County in complying with the provisions of this Agreement. Delinquent Reassessments shall be subject to foreclosure pursuant to Section 5.02 hereof. Section 5.02. Foreclosure. Not later than October 1 in any year, the County shall file an action in the Superior Court to foreclose the Lien of each delinquent reassessment if the sum of uncured reassessment delinquencies for the preceding Fiscal Year exceeds five percent (5%) of the Reassessment installments posted to the tax roll for such Fiscal Year, and if the amount in the Reserve Fund established pursuant to the Indenture is less than ninety-five percent (95%) of the Reserve Requirement (as defined in the Indenture, provided if any portion of the District at any time does not participate in the County's Teeter Plan, five percent (5%) of Reassessment installments shall be deemed to be three percent(3%) of Reassessment installments. Section 5.03. Punctual Payment. The County will punctually pay or cause to be paid the principal of, and interest and any prep-dum on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the County shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded,whether or not with the consent of the County, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement,except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.05. Against Encumbrance. The County will not encumber, pledge or place any charge or lien upon any of the Reassessments or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by the Resolution of Issuance, this Agreement, the Act or the Bond Law. Section 5.06. Books and Accounts. The County will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the County, in which complete and correct entries shall be made of all transactions relating to the Reassessments,which records shall be subject to inspection by the Owners of the Bonds upon reasonable prior notice on any Business Day. Section 5.07. Protection of Security and Rights of Owners. The County will preserve and protect the security of the Bonds and the rights of the Owners thereto, and will.warrant and defend their rights to such security against all claims and demands of all persons. From and after the delivery of any of the Bonds by the County, the Bonds shall be incontestable by the County. Section 5.08. Further Assurances. The County will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. -18- Section 5.09. Private Activity Bond Limitation. The County shall assure that the proceeds of the Bonds are not so used as to cause the Authority Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section 5.10. Federal Guarantee Prohibition. The County shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Authority Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 5.11. Rebate Requirement. The County shall cooperate with and take any and all actions reasonably requested by the Authority to assure compliance by the Authority with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Authority Bonds. Section 5.12. No Arbitrage. The County shall not take, or permit or suffer to be taken, by the Paying Agent or otherwise, any action with respect to the proceeds of the Bonds or the Reassessment Bonds.which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Authority Bonds would have caused the Authority Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.13. Yield of the Bonds. In determining the yield of the Authority Bonds to comply with Sections 5.11 and 5.12 hereof, the County will take into account redemption (including premium,if any) in advance of maturity based on the reasonable expectations of the County, as of the Closing Date, due to prepayments of Reassessments and use of prepayments for redemption of the Bonds, and the similar redemption of the Authority Bonds without regard to whether or not prepayments are received or Bonds or the Authority Bonds redeemed. Section 5.14. Maintenance of Tax-Exemption. The County. shall take all actions reasonably requested by the Authority to assure the exclusion of interest on the Authority Bonds from the gross income of the Owners of the Authority Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Authority Bonds. -19- ARTICLE VI INVESTMENTS; LIABILITY OF THE COUNTY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Treasurer shall be invested by the in Authorized Investments, as directed, and funds held by the Paying Agent shall be invested solely in investments described in (h) of the definition of the Authorized Investments. Investments earnings on amounts on deposit in the Redemption Fund (including amounts on deposit in the Prepayment Account) shall be retained therein and investment earnings on amounts on deposit in the Bond Service Fund shall be retained therein. Section 6.02. Acquisition, Disposition and Valuation of Investments. (A) Except as otherwise provided in subsection (B) of this Section, the County covenants that all investments of amounts deposited in any fund or account under this Agreement, or otherwise containing gross proceeds of the Bonds (under section 148 of the Code) shall be acquired, disposed of and valued (as of the date that valuation us required by this Agreement or the Code) at Fair Market Value, provided that the Paying Agent shall not be responsible for the determination of Fair Market Value. (B) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued at their present value (under section 148 of the Code),provided that the Paying Agent shall not be responsible for the determination of present value. Section 6.03. Liability of Com. The County shall not incur any responsibility in respect of the Bonds.or this Agreement other than in connection with the duties or obligations explicitly provided herein or in the Bonds. The County shall not be liable to any Owner in connection with the performance of its duties hereunder,except for its own negligence or willful default. The County shall not be bound to ascertain or inquire as to the performance or observance of any of the terms,conditions,covenants or agreements of the Paying Agent herein or of any of the documents executed by the Paying Agent in connection with the Bonds, or as to the existence of a default thereunder. Under this Agreement, the following shall apply to the County: (A) In the absence of bad faith, the Paying Agent and.the County, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions punished to the Paying Agent and the County and conforming to the requirements of this Agreement. The Paying Agent and the County, including the Treasurer, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts; (B) No provision of this Agreement shall require the County to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for delinquent Reassessments and the payment of fees and costs of the Paying Agent) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; -20- (C) The Paying Agent and the County may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate,report,warrant,bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent and the County may consult with counsel, who may be the County Counsel, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith; (D) The County or the Paying Agent shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed; and (E) Whenever in the administration of its duties under this Agreement the County or the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder,such matter(unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the County or the Paying Agent, be deemed to be conclusively proved and established by a certificate of the Paying Agent or other expert retained by the County or the Paying Agent for the purposes hereof,and such certificate shall be full warrant to the County or the Paying Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof,but in its discretion the Paying Agent of the County may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. Section 6.04. Employment of Agents by Paying Agent or Country. In order to perform its duties and obligations hereunder,the Paying Agent or the County may employ such persons or entities as it deems necessary or advisable. The Paying Agent or the County shall not be liable for any of the acts or omissions of such persons or entities employed by it with reasonable care and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so,upon the opinions,calculations, determinations and directions of such persons or entities. -21- ARTICLE VII THE PAYING AGENT Section 7.01. Appointment of Paying Agent. BNY Western Trust Company at the Principal Office, is hereby appointed Paying Agent and paying agent for the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Paying Agent. With respect to the appointment of the Paying Agent, the following shall apply: (A) Any company into which the Paying Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Paying Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Paying Agent shall give the County written notice of any such succession hereunder. (B) The County may remove the Paying Agent initially appointed and any successor thereto, and may appoint a successor or successor's thereto, but any Paying Agent shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (C) The Paying Agent may at any time resign by giving written notice to the County and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the County shall promptly appoint a successor Paying Agent, satisfying the requirements of Section 7.01(B) above, by an instrument in writing. Any resignation or removal of the Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent. (D) If no appointment of a successor Paying Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Paying Agent shall have given to the County written notice or after a vacancy in the office of the Paying Agent shall have occurred by reason of its inability to act, the Paying Agent or any Bond Owner may apply to any court of competent jurisdiction to appoint a successor Paying Agent. Said court may thereupon, after such notice, if any, as such court may deem proper,appoint a successor Paying Agent; and (E) If, by reason of the judgment of any court, the Paying Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Paying Agent hereunder shall be assumed by and vest in the Treasurer of the County in trust for the benefit of the Owners. The County covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Paying Agent hereunder, and shall assume all of the responsibilities -22- and perform all of the duties of the Paying Agent hereunder, in trust for the benefit of the Owners of the Bonds. Section 7.02. Liabili , of Paying Agent. With respect to the liability of the Paying Agent,the following shall apply: (A) The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the County, and the Paying Agent assumes no responsibility for the correctness of the same, makes no representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Paying Agent assumes no responsibility or liability for any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Bonds; (B) The Paying Agent may conclusively rely,as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Paying Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement,and the Paying Agent shall not be under any duty to make any investigation or inquiry as to-any statements contained or matters referred to in any such instrument; (C) The Paying Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Paying Agent was negligent in ascertaining the pertinent facts; (D) No provision of this Agreement shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,or in the exercise of any of its rights or powers; (E) The Paying Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Paying Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;and (F) The Paying Agent may become the owner of the Bonds with the same rights it would have if it were not the Paying Agent. Section 7.03. Information; Books and Accounts. The Paying Agent will keep, or cause to be kept,proper books of record and accounts, separate from all other records and accounts of the Paying Agent, in which complete and correct entries shall be made of all transactions made by it relating to the expenditure of amounts disbursed from the Bond Service Fund. Such -23- books of record and accounts shall, upon reasonable notice, at all times during business hours on any Business Day be subject to the inspection of the County and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. ,Section 7.04. Notice to Paying Agent. The Paying Agent may conclusively rely, without undertaking any investigation or inquiry, and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be counsel to the County, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Paying Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such person is the registered Owner of such Bond and such Bond is submitted for inspection, if required, and such Owner's title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)may,in the absence of willful misconduct on the part of the Paying Agent,be deemed to be conclusively proved and established by a certificate of an Officer's Certificate, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof,but in its discretion the Paying Agent may, in lieu thereof,accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation; Indemnification. The County shall pay to the Paying Agent from time to time reasonable compensation for all services rendered as Paying Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of the Paying Agent's in house or other attorneys and agents, incurred in and about the performance of their powers and duties under this Agreement, but the Paying Agent shall not have alien therefor on any funds at any time held by it under this Agreement. The County further agrees, to the extent permitted by applicable law, to indemnify and save the Paying Agent, its officers, employees, directors and agents harmless against any costs, claims, losses, expenses or liabilities of any kind whatsoever which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the County under this Section shall survive resignation or removal of the Paying Agent under this Agreement and payment of the Bonds and discharge of this Agreement. Section 7.06. Interaction With the County. In conducting its duties hereunder whenever the Paying Agent is required or deems it appropriate to communicate with the County, it shall communicate with the Auditor-Controller unless otherwise specifically required hereunder. All statements and reports required to be produced by the Paying Agent hereunder shall be provided to the Auditor-Controller unless otherwise specifically provided hereunder. -24- ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the County and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the County to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the County of any pledge or lien upon the Reassessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the Resolution, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof,or to amend this Section 8.01. Any such amendment may not modify any of the rights or obligations of the Paying Agent without its written consent. This Agreement and the rights and obligations of the County and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the County in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the County; (B) to make modifications not adversely affecting any outstanding series of Bonds of the County in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing,correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the County and the Paying Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Authority Bonds. Section 8.02. Owners' Meetings. The County may at any time call a meeting of the Owners. In such event the County is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The County and the Paying Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement,to the extent that such amendment is permitted by Section 8.01 hereof, to take effect when and as provided in this Section 8.03. With respect to such Supplemental Agreement under this Section 8.03, the following shall apply: (A) A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto,shall be mailed by first class mail, by the Paying Agent -25- to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided; (B) Such Supplemental Agreement shall not become effective unless there shall be filed with the Paying Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding(exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Paying Agent prior to the date when the notice hereinafter in this Section provided for has been mailed;and (C) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the County shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Paying Agent. A record, consistingof the papers required by this Section 8.03 to be filed with the Paying Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Paying Agent of the proof of matters therein of such notice, and the Supplemental Agreement shall be deemed conclusively . binding (except as otherwise hereinabove specifically provided in this Article) upon the County and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the County, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote,consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon,consent to, or take any other action provided for in this Article VIII. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the County and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment. The County may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation,by endorsement or otherwise,in form approved by the County, as to such action. In that case, upon request of the Owner of any -26- Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Paying Agent or at such other office as the County may select and designate for that purpose, a suitable notation shall be made on such Bond. The County may determine that new Bonds,so modified as in the opinion of the County is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon request of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Paying Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him,provided that due notation thereof is made on such Bonds. -27- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied,is intended to give to any person other than the County, the Paying Agent and the Owners, any right, remedy or claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the County shall be for the sole and exclusive benefit of the Owners and the Paying Agent. Section 9.02. Successor is Deemed Included in All Reference to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the County or the Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the County or the Paying Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. If the County shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest and any premium on, all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Paying Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.03 and 4.04 is fully sufficient to pay all Bonds Outstanding, including all principal,interest and any applicable redemption premiums,or; (C) by irrevocably depositing with the Paying Agent, in trust, cash and Federal Securities in such amount as the County shall determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.03 and 4.04, be fully sufficient to pay and discharge the indebtedness on all Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, then, at the election of the County,and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Reassessments and other funds provided for in this Agreement and all other obligations of the County under this Agreement with respect to all Bonds Outstanding shall cease and terminate,except only the obligation of the County to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the County to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, and all amounts owing to the Paying Agent pursuant to Section 7.05 hereof; and thereafter Reassessments shall not be payable to the Paying Agent. Notice of such election shall be filed with the Paying Agent. Any funds thereafter held by the Treasurer upon payments of all fees and expenses of the Paying Agent, which are not required for said purpose, shall be paid over to the County to be used by the County as provided in the Act and the Bond Law. -28- Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request,consent,declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request,declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request,declaration or other instrument or writing acknowledged to him the execution thereof,or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of holding the same shall be proved by the Bond Register. Any consent, request, declaration or other instrument or writing of the then registered Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the County or the Paying Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the County shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer,agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demand on County and Paying Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Paying Agent to or on the County may be given or served by being deposited postage prepaid in a post.office letter box addressed (until another address is filed by the County with the Paying Agent) as follows: County of Contra Costa 625 Court Street Room 103 Martinez, California 94553 _. Attention: Auditor/Controller Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the County to or on the Paying Agent may be given or served, and shall be effective upon receipt, by being deposited postage prepaid in a post office letter box addressed which notice shall be effective upon receipt(until another address is filed by the Paying Agent with the County) as follows: BNY Western Trust Company 550 Kearny Street, Suite 600 San Francisco, California 94108 Attention: Corporate Trust Department Section 9.07. Partial Invalidity. If any Section,paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable,such holding shall not affect the validity of the remaining portions of this Agreement. The County hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal,invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding,any moneys held by the Treasurer or the Paying Agent in trust for the payment -29- and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when payments of principal, interest and any premium have become payable,shall be repaid by the Treasurer or the Paying Agent to the County as its absolute property free from any trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the County for the payment of the principal of, and interest and any premium on, such Bonds. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act or the Bond Law, the.provision of the Act or the Bond Law shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regula . Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Reassessments. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal, (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day,the payment of interest or principal, (and any redemption premium) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no additional interest shall accrue from such date until such Business Day. Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -30- IN WITNESS WHEREOF,the County and the Paying Agent have caused this Agreement to be executed, all as of the date first written above. COUNTY OF CONTRA COSTA By: -------------- ATTEST: Phil Batehelor,County Administrator and Clerk of the Board of Supervisors Deputy Clerk BNY WESTERN TRUST COMPANY, as Prying Age►tt By: Authorized Officer -31- EXHIBIT A [FORM OF BOND] United States of America State of California Registered Number A- ***$ *** COUNTY OF CONTRA COSTA LIMITED OBLIGATION REFUNDING BOND, SERIES 2001 (Reassessment District of 2001) INTEREST RATE MATURITY DATE DATED DATE REGISTERED OWNER: PRINCIPAL AMOUNT: *** DOLLARS*** Under and by virtue of the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code (the "Act"), the Contra Costa, County of Contra Costa, State of California (the "County"), will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of reassessments made for the refunding bonds more fully described in proceedings taken pursuant to Resolution of Intention No. adopted by the Board of Supervisors of the County on May 22, 2001, pay to the registered owner named above or registered assigns, on the maturity date stated above, the principal amount stated above, in lawful money of the United States of America and in like manner will pay interest from the Interest Payment Date (as hereinafter defined) next preceding the date on which this bond is authenticated, unless this bond is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this bond is authenticated and registered prior to February 15, 2000, in which event it shall bear interest from the dated date above until payment of the principal amount shall have been discharged, at the rate per annum stated above,payable semiannually on March 2 and September 2 (each an "Interest Payment Date) in each year commencing on March 2, 2002. Both the principal hereof and redemption premium hereon are payable upon surrender at the corporate trust office of BNY Western Trust Company, as Paying Agent (the "Agent"), in San Francisco, California, and the interest hereon is payable by check mailed by first class mail to the registered owner hereof at the owner's address as it appears on the records of the Agent as of the 15th day of the calendar month immediately preceding each Interest Payment Date (the "Record Date"), or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Paying Agent prior to the applicable Record Date. This bond will continue to bear interest after maturity at the rate above stated; provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in the redemption fund with which to pay same. If it is not presented at maturity,interest thereon will run until maturity. A-1 This bond is one of several annual series of bonds of like date, tenor, and effect, but differing in amounts,maturities and interest rates,issued by the County of Contra Costa under the Act, the Resolution of Issuance and the Paying Agent Agreement for the purpose of providing means for paying for the improvements described in the proceedings, and is secured by the moneys in the redemption fund and by the unpaid portion of assessments made for the payment of those improvements, and, including principal and interest, is payable exclusively out of the redemption fund. This bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the office of the Agent, subject to the terms and conditions provided in the Resolution of Issuance and the Paying Agent Agreement, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon such transfer, a new registered bond or bonds, of any authorized denomination or denominations, of the same maturity, and for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of.an individual (including joint owners), a corporation, a partnership, or a trust. Neither the County nor the Agent shall be required to make such exchange or registration of transfer of bonds during the 15 days of the calendar month immediately preceding any Interest Payment Date. The County and the Agent may treat the registered owner hereof as the absolute owner for all purposes, and the County and the Agent shall not be affected by any notice to the contrary. This bond or any portion of it in the amount of five thousand dollars ($5,000), or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days' notice by registered or certified mail or personal service to the registered owner hereof at the registered owner's address as it appears on the registration books of the Agent and by paying principal and accrued interest together with a redemption premium in the amount of three percent (3%) of the principal amount redeemed. This bond is a Limited Obligation Refunding Bond because, under the Resolution of Issuance and the Paying Agent Agreement, the County is not obligated to advance funds from the County treasury to cover any deficiency which may occur in the redemption fund for the bonds. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation("DTC"), to the Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede&Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. A-2 IN WITNESS WHEREOF, the City of has caused the Bond to be dated the Dated Date set forth above, to be signed in facsimile by its Treasurer and by its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon. COUNTY OF CONTRA COSTA By --------------- By Clerk of the Board of Supervisors A-3 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the bonds described in the within mentioned Resolution of Issuance and the Paying Agent Agreement. Dated: BNY Western Trust Company,as Paying Agent By Authorized Officer A-4 ABBREVIATIONS The following abbreviations,when used in the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. A-5 (FORM OF ASSIGNMENT) For value received, the undersigned do(es)hereby sell,assign and transfer unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Agent,with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature(s) on this assignment must correspond with the name(s) as written on the face of the registered Bond in every particular without alteration or enlargement or any change whatsoever. A-6 o r dQ 'u Q � d roo c � �, �Q 16 ° V y .i Q V H N ~ ✓ 61 N �/ Q C*l �+ tNt� tt►+ W e c �� R � CNi :i U O d p �' cr low uw) M cn N l O O O Z % N o m MO 1.1 WM 1116 wo cc, d EXHIBIT C ALLOCATION OF RESERVE FUND AMONG PRIOR DISTRICTS Prior District Portion of Reserve Fund Allocable* Assessment District No. 1992-1 Mrack Road Improvements Camino Tassajara Area Reassessment District No. 1993-1, East Bates Avenue Reassessment District No. 1993-2, Hidden Pond Road Reassessment District No. 1993-4, Rancho Paraiso *Such percentage amount shall be reallocated proportionately among the remaining Prior Districts when the Bonds allocated to a Prior District have been paid in full. Such reallocation shall be performed by an Independent Financial Consultant. C-1 EXHIBIT D ALLOCATION OF BONDS AMONG PRIOR DISTRICTS Bonds Allocable Prior District Maturity Dat Amount Assessment District No. 1992-1 Mrack Road Improvements Camino Tassajara Area Reassessment District No. 1993-1, East Bates Avenue Reassessment District No. 1993-2, Hidden Pond Road Reassessment District No. 1993-4, Rancho Paraiso D-1 13093-05 JH:SM:Idw 3/26/01 4/27/01 COUNTY OF CONTRA COSTA Reassessment District of 2001 ESCROW DEPOSIT AND TRUST AGREEMENT THIS ESCROW DEPOSIT AND TRUST AGREEMENT (the "Agreement") is dated as of June 1, 2001 in connection with the issuance of County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the 'Bonds"), and is entered into by and between the COUNTY OF CONTRA COSTA (herein the "County"), a political subdivision, duly organized and existing under and by virtue of the Constitution and laws of the State of California, and BNY WESTERN TRUST COMPANY, as Escrow Holder (the "Escrow Holder"), a California banking corporation having a corporate trust office in San Francisco,California; WITNESSETH: WHEREAS, the County, by its Resolution No. adopted May 22, 2001 (the "Resolution of Issuance") has authorized the issuance of the Bonds, and therein determined to use the proceeds of the Bonds to retire, in advance of their stated maturities, the Bonds identified in Exhibit A hereto(the "Prior Bonds"),all as described in the Resolution of Issuance; WHEREAS, the County has directed that the Treasurer of the County enter into this Agreement whereby the proceeds of sale of the Bonds, together with other funds held by BNY Western Trust Company, acting as successor paying agent for the Prior Bonds (the "Prior Bonds Agent"), shall be deposited in a special escrow fund (the "Escrow Fund"), an irrevocable escrow created and maintained with the Escrow Holder, such amounts deposited in the escrow to be invested in Federal Securities and to be in a total amount sufficient, together with investment earnings, to pay and call and redeem the Prior Bonds and to pay the principal of, premium and the interest on the Prior Bonds; WHEREAS, in furtherance of such redemption, the County wishes to provide for the investment, use and disposition of, interest on the funds deposited into the Escrow Fund to accomplish the timely redemption and payment of the Prior Bonds;and WHEREAS, the Escrow Holder has full powers to act with respect to said irrevocable escrow and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the County and the Escrow Holder agree as follows: Section 1. Definitions. Capitalized terms used herein are used with the meanings assigned to them in the Resolution of Issuance and in the recitals hereof unless the context clearly requires some other meaning. Section 2. Establishment of Escrow; Deposit of Funds. The Escrow Fund is hereby established by the County with the Escrow Holder as an irrevocable escrow to be maintained by the Escrow Holder in escrow for the benefit and protection of the owners of the Prior Bonds. Concurrently with the delivery of the Bonds to the purchaser thereof, an amount of the proceeds thereof, together with a portion of certain other funds held by the Prior Bonds Agent with respect to the Prior Bonds in the amount of$ , all as set forth in Exhibit B hereto, in immediately available moneys, shall be paid by the Prior Bonds Agent to the Escrow Holder for deposit in the Escrow Fund to be used exclusively for the timely redemption of the Prior Bonds. The Prior Bonds Agent is hereby directed by the County to transfer such amounts held by it as set forth in such Exhibit B to the Escrow Holder for deposit as provided herein, with the amount not being so transferred, being $ to be transferred to or upon the direction of the County. The Prior Bonds Agent is further directed to transfer any balance of funds held by it with respect to the Prior Bonds together with any interest earnings received with respect thereto received on and after the date of delivery of the Bonds to the County for deposit into the Redemption Fund for the Bonds. If at any time the Escrow Holder shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Holder shall notify the County of such fact and the County may, in its sole discretion, promptly cure such deficiency. The Escrow Holder shall not be liable for any such deficiency. Section 3. Purchase of Federal Securities. (A) The Escrow Holder shall use such portion of the amounts deposited in the Escrow Fund pursuant to Section 2 to acquire in its own name, as Escrow Holder, the Federal Securities described in Exhibit "C" attached hereto and by this reference incorporated herein, and shall hold any remaining amount of $ in cash uninvested. The Escrow Holder is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in demand deposit accounts, without payment for interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Holder. (B) The Escrow Holder may solely at the written direction of the County invest and reinvest in Federal Securities and any moneys remaining from time to time in the Escrow Fluid until they are needed, provided, however, that such moneys shall be reinvested in United States Treasury Securities - State and Local Government Series maturing no later than the dates - - specified in Exhibit "C" hereto at an interest rate of zero percent (0%), or for such maturities or at such interest rates as the Escrow Holder shall be directed by certificate of the County but only if such certificate shall be accompanied by an opinion of nationally recognized bond counsel that investment in accordance with such certificate will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. Section 4. Payment for and Use of Federal Securities. Payment for the Federal Securities referred to in Section 3 shall be conclusively evidenced by the Escrow Holder's execution and delivery of an acknowledgment of payment. The Federal Securities and the interest thereon shall be used to satisfy the requirement of payment and discharge of the Prior Bonds in lawful money of the United States of America and shall be held by the Escrow Holder solely for redemption and payment of the Prior Bonds. Section 5. Retention for, and Payment of, the Prior Bonds. There shall be retained in the Escrow Fund all interest accruing from and principal paid on the Federal Securities deposited therein pursuant to Section 3 hereof to the extent required for the payment of the principal of, premium and interest on the Prior Bonds, and all of the moneys and Federal Securities in the Escrow Fund, except as herein otherwise expressly provided, are hereby irrevocably pledged, in trust,to the payment of the principal of,premium and interest on the Prior Bonds. 2 The County hereby instructs BNY Western Trust Company, acting as successor Paying Agent for the Prior Bonds (the "Prior Bonds Agent"), to pay principal and interest on the Prior Bonds through September 2, 2001 and on September 2, 2001 to redeem the Prior Bonds at the applicable redemption prices set forth in the Prior Resolutions, as hereinafter defined, and, the Escrow Holder shall transfer to the Prior Bonds Agent from the Escrow Fund such amounts as may be necessary for such purposes, as shown on Exhibit D attached hereto and by this reference incorporated therein. Any monies remaining in the Escrow Fund established under this Agreement after making all of the payments described in this Section 5 shall be transferred to the County, for deposit into the Redemption Fund for the Bonds. Section 6. Notice of Redemption. The Prior Bonds Agent is hereby directed to give notice of the redemption of the Prior Bonds to the holders thereof in accordance with the provisions of the resolutions authorizing the issuance of the Prior Bonds, as identified in Exhibit A hereto (the "Prior Resolution") so that redemption shall occur strictly in accordance with the applicable provisions thereof. Section 7. Substitution of Federal Securities. The County may at any time direct the Escrow Holder to substitute noncallable Federal Securities then issued by the United States of America (constituting direct obligations of the United States of America) for any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution shall be accompanied with a certification of an independent certified public accountant or firm of certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel that the substitution will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal.Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, such excess shall be paid to the County. Section 8. Limited Power of Escrow Holder; Permitted Investments. Except as herein otherwise expressly provided, the Escrow Holder shall have no power or duty to make substitutions of the Federal Securities, or to sell, transfer or otherwise dispose of the Federal Securities. Section 9. No Arbitrage. The County hereby covenants that no part of the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any bonds of the County or the County of Contra Costa Public Financing Authority to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and regulations promulgated thereunder. Section 10. Records. The Escrow Holder will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Federal Securities accruing to the Escrow Holder hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Bonds. Section 11. Proper Filings. The County will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation 3 statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Holder, the moneys and Federal Securities hereby pledged, or intended so to be or which the County may be or may hereafter become bound to pledge, convey or assign to the Escrow Holder or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 12. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Holder shall, upon the written request of the City, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Section 13. Termination; Unclaimed Funds. Notwithstanding any other provision of this Agreement any money held by the Prior Bonds Agent for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the County upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the County for the repayment thereof, and liability of the Escrow Holder with respect to such money shall thereupon cease. In the event of the repayment of any such money to the County as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the County, without interest. Notwithstanding the foregoing the Escrow Holder shall, upon the written request of the County repay such money to the County at any time earlier than two (2) years, if failure to repay such money to the County, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the County shall be placed by.-the County in the Redemption Fund for the Bonds and used for credit on debt service on the Bonds. Section 14. No Implied Duties; No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the County, the Escrow Holder, the Prior Bonds Agent and the holder of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the County, the Escrow Holder and the holders of the, Prior Bonds. The Escrow Holder shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Holder. Section 15. Immunities and Liabilities of Escrow Holder. (A) The Escrow Holder shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Holder is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Holder may consult with counsel of its own choice (which may be counsel to the County) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (C) The Escrow Holder shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. 4 (D) The Escrow Holder may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Holder, and may engage or be interested in any financial or other transaction with the County. (E) The Escrow Holder shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. (F) The Escrow Holder shall not be liable for any action or omission of the County under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of this Agreement the Escrow Holder shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be deemed to be conclusively proved and established by a certificate of an Authorized Official of the County, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be full warrant to the Escrow Holder for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Holder may at any time resign by giving written notice to the County of such resignation. The County shall promptly appoint a successor Escrow Holder by the resignation date. Resignation of the Escrow Holder will be effective only upon acceptance of appointment by a successor Escrow Holder. If the County does not appoint a successor, the Escrow Holder may petition any court of competent jurisdiction for the appointment of a successor Escrow Holder, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Holder. After receiving a notice of resignation of an Escrow Holder, the county may appoint a temporary Escrow Holder to replace the resigning Escrow Holder until the County appoints a successor Escrow Holder. Any such temporary Escrow Holder so appointed by the County, shall immediately and without further act be superseded by the successor Escrow Holder so appointed. (I) The County agrees to indemnify the Escrow Holder, its agents and its officers or employees for and to hold the Escrow Holder, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Holder) which may be imposed on, incurred by, or asserted against the Escrow Holder at any time by reason of the performance of its duties as Escrow Holder hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Holder's or its officers' or employees' or agents' negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Holder: 5 (J) All notices, certificates or other communications hereunder with the Escrow Holder shall be addressed to the Escrow Holder at: BNY Western Trust Company 550 Kearny Street,Suite 600 San Francisco,California 94108 Attention: Corporate Trust Department Section 16. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Sectiotr 17. Fees. The Escrow Holder's fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Holder shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Holder shall in no event be deducted from the Escrow Fund. Sectiotr 18. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein. Sectiotr 19. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the Agency and the Escrow Holder shall preserve undestroyed,shall together constitute but one and the same instrument. Sectiotr 20. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Sectiotr 21. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. 6 IN WITNESS WHEREOF, the County and the Escrow Holder have each caused this Agreement to be executed by the duly authorized officers thereof and have caused the corporate seal to be affixed hereto and attested as of the date first above written. COUNTY OF CONTRA COSTA By: BNY WESTERN TRUST COMPANY, as Escrozv Holder By: Authorized Officer .v 1 y� m 00 d O cn 0 N � � o o y o ao ca � �✓ ? cry ,'Z G aiN cya NON UCn W va0 G Cpoa oU .� Zc�fl O V- s� R�� bo o�Qv�Cal O F-� P O^ �UO �-•+ <„ S.1 V `�, .d O O y P � Y .fl QC', O d`r�0U d r�� O �n p d 0-0,40, W G O o 'er" ,nUQ� P a�� .+ N to a N � o 6 2 y o Z u Po �tS o d,�U EXHIBIT B COUNTY OF CONTRA COSTA Reassessment District of 2001 DESCRIPTION OF DEPOSIT OF FUNDS RELATING TO PRIOR BONDS B-1 EXHIBIT C COUNTY OF CONTRA COSTA Reassessment District of 2001 DESCRIPTION OF FEDERAL SECURITIES Maturity Par Tvve Date Amount Yield Cost C-1 i EXHIBIT D COUNTY.OF CONTRA COSTA Reassessment District of 2001 PAYMENT AND REDEMPTION SCHEDULE OF PRIOR BONDS Payment Principal Redemption Total Date Principal Interest Redeemed Premium Payment D-1 Vit13093-05 J1+SM:Idw 03/26/01 04/27/01 BOND PURCHASE CONTRACT This BOND PURCHASE CONTRACT (this "Purchase Contract"), dated as of June 2001, is by and between the County of Contra Costa Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority") and the County of Contra Costa, a public body, corporate and politic (the "County"). WITNESSETH : WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing or refinancing for public capital improvements of local agencies within the State of California;and WHEREAS, on the date hereof, the County is issuing its. County of Contra Costa Limited Obligation Refunding Bonds (Reassessment District of 2001), Series 2001" (the "Reassessment Bonds") pursuant to a Paying Agent Agreement, dated as of June 1, 2001 (the "Paying Agent Agreement"),by and between the County and BNY Western Trust Company, as paying agent(the "Paying Agent");and WHEREAS,the County is issuing the,Reassessment Bonds for the purpose of refunding certain bonds identified in the Paying Agent Agreement(the "Prior Bonds");and WHEREAS, the Reassessment Bonds will be payable from reassessments levied and collected in the County's Area Reassessment District of 2001 (the "Reassessment District"); and WHEREAS, the Authority has authorized the issuance of its County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) (the "Bonds"), under an Indenture of Trust dated as of June 1, 2001 (the "Authority Bond Indenture"), by and between the Authority and BNY Western Trust Company, as trustee (the "Trustee") and under the Bond Law for the purpose of (i) refunding certain outstanding obligations of the Authority and (ii)providing the funds required to acquire the Reassessment Bonds;and WHEREAS, the Authority and the County desire to enter into this Bond Purchase Contract providing for the sale of the Reassessment Bonds by the County to the Authority and containing the other agreements herein set forth; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Authority and the County agree as follows: 1. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the County hereby commits to sell to the Authority and does hereby sell to the Authority, and the Authority hereby commits to purchase from the County and does hereby purchase from the County with the proceeds of the Authority Bonds all of the $ aggregate principal amount of the Reassessment Bonds. The Reassessment Bonds will bear the annual interest rates and mature at the times set forth in Exhibit A attached hereto and hereby made a part hereof. The purchase price of each issue of the Reassessment Bonds shall be $ 2. All terms not herein defined shall have the meanings given such terms in the Indenture of Trust pursuant to which the Authority Bonds are being issued. 3. The County confirms that there are no substantial conditions precedent to the issuance by the County or to the sale (as provided herein) and the delivery to the Authority of the Reassessment Bonds that have not been.satisfied. 4. The parties hereto hereby specify 2001, as the date of closing of the purchase of the Reassessment Bonds hereunder (the "Closing Date"). The Reassessment Bonds shall be registered in the name of the Trustee, as assignee of the Authority. On the Closing Date, the County shall issue and deliver the Reassessment Bonds to the Trustee upon payment by the Trustee of the purchase price of the Reassessment Bonds in the aggregate amount of $ . Said purchase price shall be paid from the proceeds of sale of the Authority Bonds, and shall be paid by the Trustee from the Purchase Fund established under the Authority Bond Indenture. 5. The Reassessment Bonds shall be as described in the Official Statement dated as of the date hereof, relating to the Authority Bonds (the "Official Statement") and shall be issued and secured under the provisions of resolutions of the County adopted to commence. proceedings for the levy of reassessments and issuance of refunding bonds and to authorize issuance of the Reassessment Bonds (collectively, the "County Resolutions") and the Paying Agent Agreement. The Reassessment Bonds and interest thereon will be payable from annual Reassessments levied and collected in accordance with the County Resolutions relating thereto. Proceeds of the Reassessment Bonds will be used to refund the Prior Bonds in accordance with an Escrow Deposit and Trust Agreement, dated as of June 1, 2001 (the "Escrow Agreement"), by and between the County and BNY Western Trust Company, as escrow holder (the "Escrow Holder"). 6. Any action taken by the Authority under this Purchase Contract, including payment for and acceptance of the Reassessment Bonds, and delivery and execution of any receipt for the Reassessment Bonds and any other instruments in connection with the closing on the Closing Date,shall be valid and sufficient for all purposes and binding upon the Authority, provided that any such action shall not impose any obligation or liability upon the Authority other than as may arise as expressly set forth in this Purchase Contract. 7. It is a condition to the County's sale and delivery of the Reassessment Bonds to the Authority,and to the Authority's purchase of the Reassessment Bonds and the obligations of the Authority to accept delivery of and to pay for the Reassessment Bonds, that the entire aggregate principal amount of the Reassessment Bonds authorized by the.County Resolutions shall be delivered by the County, and accepted and paid for by the Authority, on the Closing Date. 8. The County hereby authorizes the use of information provided by it for use in the Official Statement in connection with the public offering and sale of the Authority Bonds. 9. The County represents and warrants to the Authority that: (a) The County is a public body corporate and politic, duly organized and existing under the Constitution and laws of the State of California, and has, and on the Closing Date will have, full legal right, power and authority (i) to enter into this- Purchase Contract, the Paying Agent Agreement and the Escrow Agreement, (ii) to -2- adopt the County Resolutions, (iii) to issue, sell and deliver the Reassessment Bonds to the Authority as provided herein,and (iv) to carry out and consummate the transactions on its part contemplated by this Purchase Contract, the Escrow Agreement, the County Resolutions and the Official Statement; (b) The County has complied,and will on the Closing Date be in compliance in all respects,with the County Resolutions relating to the Reassessment Bonds; (c) By official action of the County prior to or concurrently with the acceptance hereof, the County has duly adopted the County Resolutions, has duly authorized and approved the execution and delivery of, and the performance by the County of the obligations on its part contained in, the Reassessment Bonds, the Paying Agent Agreement, the Escrow Agreement and this Purchase Contract, and has duly authorized and approved the consummation by it of all other transactions on its part contemplated by the Official Statement; (d) The execution and delivery of this Purchase Contract, the Paying Agent Agreement, the Escrow Agreement and the Reassessment Bonds, the adoption of the County Resolutions and compliance by the County with the provisions of each thereof, and the carrying out and consummation of the transactions on the part of the County contemplated by the Official Statement, will not conflict with or constitute a breach of or a default by the County under any applicable law or administrative regulation of the State of California or the United States, or any applicable judgment, decree, agreement or other instrument to which the County is a party or is otherwise subject; (e) To the knowledge of the County, at the time of the County's acceptance hereof and at all times subsequent thereto up to and including the Closing Date, with respect to information describing the County, the Reassessment District and the proceedings related to the Reassessment Bonds conducted by the County, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made,not misleading; (f) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the County has been served with process or, to the knowledge of the County, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation,organization,existence or powers of the County or the titles of its members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery of the Reassessment Bonds, the levy and receipt of the reassessments (the "Reassessments") which secure the Reassessment Bonds,or the pledge thereof under the Paying Agent Agreement, (iii) in any way question or affect any of the rights, powers, duties or obligations of the County with respect to the moneys pledged or to be pledged to pay the principal of, premium, if any, or interest on the Reassessment Bonds, (iv) in any way question or affect any authority for the issuance of the Reassessment Bonds, or the validity or enforceability of the Reassessment Bonds, the Paying Agent Agreement, the.Escrow Agreement or the County Resolutions, or (v) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract, the Official Statement, the County Resolutions, the Paying Agent Agreement, or the Escrow Agreement or the other documents referred to in the Official Statement; (g) The County will furnish such information, execute such instruments and take such other action in cooperation with the Authority, as the Authority may reasonably request, to qualify the Authority Bonds for offer and sale under the Blue Sky -3- or other securities laws and regulations of such states and other jurisdictions of the United States as the Authority may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Authority Bonds; provided, however, that the County shall not be required to qualify as a foreign corporation or to file any general consents to service ofprocess under the laws of any state; (h) The issuance and sale of the Reassessment Bonds is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof; (i) The County acknowledges that the Authority will execute, for and on behalf of itself and the County, a Continuing Disclosure Certificate in connection with issuance of the Authority Bonds, and, accordingly, the County represents and warrants that it has never failed to comply with a•continuing disclosure undertaking pursuant to Rule 15c2-12; and (j) Any certificate signed by any official of the County authorized to do so and delivered to the Authority under this Purchase Contract shall be deemed a representation and warranty by the County to the Authority as to the statements made therein. 10. If between the date of this Purchase Contract and the date ninety (90) days after the Closing Date an event occurs which is materially adverse to the purpose for which the Official Statement is to be used which is not disclosed in the Official Statement, the County shall notify the Authority of such fact. 11. At 8:00 a.m., Pacific Time, on the Closing Date, or at such other time or on such other date as is mutually agreed by the County and the Authority, the County will deliver the Reassessment Bonds to the Trustee in definitive form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Trustee solely from moneys held in the Purchase Fund under the Indenture of Trust will accept such delivery and pay the purchase price of the Reassessment Bonds as referenced in paragraph 1 hereof by wire transfer or other funds which are good funds on the Closing Date payable to the order of the Escrow Agent. Delivery and payment, as aforesaid,shall be made at such place as shall have been mutually agreed upon by the County, the Escrow Agent and the Authority. 12. The Authority has entered into this Purchase Contract in reliance upon the representations,warranties and agreements of the County contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the County of its obligations hereunder,both as of the date hereof and as of the Closing Date. Accordingly, the Authority's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Reassessment Bonds shall be subject, to the performance by the County of its obligations to be performed hereunder and under such documents and instruments at or prior. to the Closing Date, and shall also be subject to the following conditions: (a) The representations and warranties of the County contained herein shall be true and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) On the Closing Date the County Resolutions, the Paying Agent Agreement and the Escrow Agreement shall be in full force and effect, and shall not have been amended, modified or supplemented, and the Official Statement shall not have been -4- amended,modified or supplemented, except in either case as may have been agreed to by both the Authority and the Underwriter; (c) As of the Closing Date, all official action of the County relating to the Reassessment Bonds,the Paying Agent Agreement and the Escrow Agreement shall be in full force and effect, and there shall have been taken all such actions as,in the opinion of Jones Hall, A Professional Law Corporation ('Bond Counsel"), shall be necessary or appropriate in connection therewith, with the issuance of the.Authority Bonds and the Reassessment Bonds, and with the transactions contemplated hereby, all as described in the Official Statement; (d) The Authority shall have the right to terminate the Authority's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Reassessment Bonds by notifying the County of its election to do so if, after the execution hereof and prior to the Closing: (i) either the marketability of the Authority Bonds or the market price of the Authority Bonds, in the opinion of the Authority, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State of California,by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State of California, or by .. a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or by legislation enacted by,pending in, or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the Authority or the County, their property or income, their bonds (including the Authority Bonds) or the interest thereon,or any tax exemption granted or authorized by the Bond Law; (ii) the United States shall have become engaged in: hostilities which have resulted in a declaration of war or national emergency, or there shall have occurred any other outbreak of hostilities, or a local, national or international calamity or crisis, financial or otherwise, the effect of such outbreak,calamity or crisis being such as, in the reasonable opinion of the Authority,would affect materially and adversely the ability of the Authority to market the Authority Bonds (it being agreed by the Authority that there is no outbreak, calamity or crisis of such a character as of the date hereof); (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States,New York State or California State authorities; (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to any securities of the County by a national municipal bond rating agency; (v)any Federal or California court,authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Official Statement; (vi) an event described in paragraph 10 hereof occurs which in the opinion of the Authority requires a supplement or amendment to the Official Statement, and such supplement or amendment is not agreed to by the County;and (e) On or prior to the Closing Date, the Authority shall have received each of the following documents:. (1) Opinions, in form and substance satisfactory to the County and the Authority, dated as of the Closing Date, of Bond Counsel, approving, with -5- •1 1, customary qualifications, the validity of the Reassessment Bonds and the Paying Agent Agreement; (2) A letter of Bond Counsel, dated the date of the Closing and addressed to the Authority, to the effect that the opinions referred to in the preceding subparagraph (1) may be relied upon by the Authority to the same extent as if such opinions were addressed to it; (3) A supplementary opinion, dated the date of the Closing and addressed to the Authority, of Bond Counsel to the effect that this Purchase Contract has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Authority, constitutes a legal, valid and binding agreement of the County enforceable in accordance with its terms, except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought, and that the statements contained in the Official Statement under the heading "SECURITY FOR THE REASSESSMENT BONDS AND FLOW OF FUNDS" and in Appendix A thereto, are accurate, insofar as such statements purport to summarize certain provisions of the Reassessment Bonds, the County Resolutions, the Paying Agent Agreement or the Escrow Agreement; (4) A certificate dated the Closing Date, addressed to the Authority, signed by a County official having knowledge of the facts to the effect that: (i) The representations and warranties of the County contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (ii) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the County has been served with process or known to be threatened,wherein an unfavorable decision, .:._.... . ..._.____ ruling or finding would: (A) affect the creation, organization, existence or powers of the County, or the titles of its members and officers to their respective offices,,(B) enjoin or restrain the issuance, sale and delivery of the Reassessment Bonds, the levy or collection of the Reassessments or any other moneys or property pledged or to be pledged under the County Resolutions,or the pledge thereof, (C) in any way question or affect any of the rights, powers, duties or obligations of the County with respect to the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Reassessment Bonds, (D) in any way question or affect any authority for the issuance of the Reassessment Bonds, or the validity or enforceability of the Reassessment Bonds, the Paying Agent Agreement, the Escrow Agreement or the County Resolutions, or (E) in any way question or affect this Purchase Contract or the transactions on the part of the County contemplated by this Purchase Contract, the Paying Agent Agreement, the County Resolutions, the Escrow Agreement, the Official Statement or the documents referred to in the Official Statement; (iii) The County has complied with all agreements, covenants and arrangements, and satisfied all conditions, on its part to be complied with or satisfied under this Purchase Contract on or prior to the Closing Date; and -6- (iv) To the best of its knowledge, no event affecting the County has occurred since the date of the Official Statement which should be disclosed in the Official Statement in order to make the statements therein with respect to the County, the Reassessment Bonds or the Reassessment District not misleading in any respect; (5) An opinion, dated the date of Closing and addressed to the Authority, of the County Counsel to the effect that, except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the County has been served with process or known to be threatened, wherein an unfavorable decision,ruling or finding would: (i) affect the creation,organization, existence or powers of the County, or the titles of its Councilmembers and officers to their respective offices; (ii) enjoin or restrain the issuance, sale and delivery of the Reassessment Bonds, the receipt of any other moneys or property pledged or to be pledged under the County Resolutions or the Paying Agent Agreement or the pledge thereof; (iii) in any way question or affect any of the rights, powers, duties or obligations of the County with respect to the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Reassessment Bonds;(iv) in any way question or affect any authority for the issuance of the Reassessment Bonds, or the validity or enforceability of the Reassessment Bonds, the Paying Agent Agreement or the Escrow Agreement; and (v) in any way question or affect this Purchase Contract or the transactions on the part of the County contemplated by this Purchase Contract, the Paying Agent Agreement,the Escrow Agreement, the Official Statement; (6) Such additional legal opinions, certificates, instruments and documents as the Authority may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the County's representations and warranties contained herein and of the statements and information regarding the County and the Reassessment Bonds contained in the Official Statement; and (7) Executed copies of the Paying Agent Agreement and the Escrow Agreement and certified copies of the County Resolutions. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Authority, but the approval of the Authority shall not be unreasonably withheld. Receipt of, and payment for, the Reassessment Bonds shall constitute evidence of the satisfactory nature of such as to the Authority. The performance of any and all obligations of the County hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in its sole discretion. If the County shall be unable to satisfy the conditions to the obligations of the Authority to purchase, accept delivery of and pay for the Reassessment Bonds contained in this Purchase Contract, or if the obligations of the Authority to purchase, accept delivery of and pay for the Reassessment Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate,and neither the Authority nor the County shall be under further obligation hereunder, except that the respective obligations of the County and the Authority set forth in paragraph 13 hereof shall continue in full force and effect. -7- 1 13. The Authority shall be under no obligation to pay,and the County shall pay, the expenses incurred by the County and the Authority in connection with issuance of the Authority Bonds and the Reassessment Bonds. 14. This Purchase Contract is made solely for the benefit of the County and the Authority (including their successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the County's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of: (i) any investigations made by or on behalf of the Authority or (ii) delivery of and payment for the Authority Bonds pursuant to this Purchase Contract. The agreements contained in this paragraph shall survive any termination of this Purchase Contract. 15. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 16. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 17. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. -8- t IN WITNESS WHEREOF, the Authority and the County have each caused this Purchase Contract to be executed by their duly authorized officers all as of the date first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Title: COUNTY OF CONTRA COSTA By: Title: -9- 1 EXHIBIT A Maturity Schedule County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001), Maturity Date (September 2) Principal Maturity Interest Rate A-1 13093-05 JH:SM:1dw 3/26/01 4/27/01 Y INDENTURE OF TRUST Dated as of June 1, 2001 by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and BNY WESTERN TRUST COMPANY, as Trustee Relating to County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) TABLE OF CONTENTS Paye ARTICLE I Definitions;Rules of Interpretation Section1.01. Definitions..........................................................................................................3 Section 1.02. Interpretation.....................................................................................................9 Section 1.03. Indenture Constitutes Contract.............................................................................9 ARTICLE II The Bonds Section 2.01. Authorization of Bonds...................................................................................... 10 Section2.02. Terms of the Bonds............................................................................................. 10 Section 2.03. Transfer and Exchange of Bonds.......................................................................... 11 Section 2.04. Book-Entry System............................................................................................ 11 Section 2.05. Form and Execution of Bonds............................................................................... 13 Section 2.06. Authentication of Bonds...............................................:.................................... 13 Section 2.07. Temporary Bonds............................................................................................... 13 Section 2.08. Bonds Mutilated, Lost,Destroyed or Stolen........................................................ 13 Section 2.09. Registration Books............................................................................................ 14 ARTICLE III Issuance of Bonds; Application of Proceeds Section 3.01. Issuance of the Bonds......................................................................................... 15 Section 3.02. Application of Proceeds of the Bonds.................................................................. 15 Section 3.03. Costs of Issuance Fund.........................................................................................15 Section 3.04. Purchase Fund...................................................................................................15 Section 3.05. Validity of Bonds.............................................................................................. 15 Section 3.06. Registration of Reassessment Bonds.................................................................... 15 ARTICLE IV Redemption of Bonds Section4.01. Redemption....................................................................................................... 16 Section 4.02. Notice of Redemption........................................................................................ 17 Section 4.03. Selection of Bonds for Redemption...................................................................... 18 Section 4.04. Partial Redemption of Bonds............................................................................. 18 Section 4.05. Effect of Notice of Redemption........................................................................... 18 Section 4.06. Purchase of Bonds.............................................................................................. 18 ARTICLE V Security of Bonds;Flow of Funds; Investments Section 5.01. Pledge and Assignment;Revenue Fund................................................................ 19 Section 5.02. Application of Revenue Fund............................................................................. 19 Section 5.03. Application of Interest Account..........................................................................20 Section 5.04. Application of Principal Account.......................................................................20 Section 5.05. Application of Redemption Account...................................................................20 Section 5.06. Application of Reserve Fund...............................................................................20 Section 5.07. Investment of Moneys.........................................................................................21 Section 5.08. Valuation and Disposition of Investments..........................................................22 i ARTICLE VI Particular Covenants Section 6.01. Punctual Payment..............................................................................................23 Section 6.02. Extension of Payment of Bonds............................................................................23 Section 6.03. Against Encumbrances........................................................................................23 Section 6.04. Power to Issue Bonds and Make Pledge and Assignment.......................................23 Section 6.05. Accounting Records and Financial Statements.....................................................23 Section6.06. Waiver of Laws.................................................................................................23 Section 6.07. Covenants With Respect to Reassessment Bonds.................................................24 Section 6.08. Tax Covenants Relating to Bonds........................................................................24 Section 6.09. Continuing Disclosure........................................................................................25 Section 6.10. Further Assurances............................................................................................26 ARTICLE VII Events of Default and Remedies of Bond Owners Section 7.01. Events of Default...............................................................................................27 Section 7.02. Notice of Event of Default.................................................................................27 Section7.03. Remedies..........................................................................................................27 Section 7.04. Application of Revenues and Other Funds After Default.....................................28 Section 7.05. Trustee to Represent Bond Owners......................................................................29 Section 7.06. Bond Owners'Direction of Proceedings...............................................................29 Section 7.07. Limitation on Bond Owners' Right to Sue............................................................29 Section 7.08. Absolute Obligation of Authority......................................................................30 Section 7.09. Termination of Proceedings................................................................................30 Section 7.10. Remedies Not Exclusive.....................................................................................30 Section 7.11. No Waiver of Default.......................................................................................30 ARTICLE VIII The Trustee Section 8.01. Duties and Liabilities of Trustee........................................................................31 Section 8.02. Merger or Consolidation.....................................................................................32 . -- Section 8.03. Liability of Trustee...........................................................................................32 Section 8.04. Right to Rely on Documents................................................................................33 Section 8.05. Preservation and Inspection of Documents...........................................................34 Section 8.06. Compensation and Indemnification....................................................................34 ARTICLE IX Modification or Amendment Hereof Section 9.01. Amendments Permitted......................................................................................35 Section 9.02. Effect of Supplemental Indenture.......................................................................36 Section 9.03. Endorsement of Bonds;Preparation of New Bonds...............................................36 Section 9.04. Amendment of Particular Bonds................................................:........................36 Section 9.05. Opinion of Counsel.............................................................................................36 ARTICLE X Defeasance Section 10.01. Discharge of Indenture.......................................................................................37 Section 10.02. Discharge of Liability on Bonds.........................................................................37 Section 10.03. Deposit of Money or Securities with Trustee.......................................................38 Section 10.04. Payment of Bonds After Discharge of Indenture..................................................38 ii ARTICLE XI Miscellaneous Section 11.01. Liability of Authority Limited to Revenues.......................................................40 Section 11.02. Successor Is Deemed Included in All References to Predecessor.............................40 Section 11.03. Limitation of Rights..........................................................................................40 Section 11.04. Waiver of Notice; Requirement of Mailed Notice...............................................40 Section 11.05. Destruction of Bonds..........................................................................................40 Section 11.06. Severability of Invalid Provisions.....................................................................40 Section11.07. Notices.............................................................................................................41 Section 11.08. Evidence of Rights of Bond Owners.....................................................................41 Section11.09. Disqualified Bonds............................................................................................41 Section 11.10. Money Held for Particular Bonds.......................................................................42 Section 11.11. Funds and Accounts............................................................................................42 Section 11.12. Payment on Non-Business Days..........................................................................42 Section 11.13. Waiver of Personal Liability.............................................................................42 Section 11.14. Execution in Several Counterparts......................................................................42 Section 11.15. Governing Laws.................................................................................................42 EXHIBIT A FORM OF BONDS EXHIBIT B ALLOCATION OF RESERVE FUND AMONG PRIOR DISTRICTS EXHIBIT C ALLOCATION OF BONDS AMONG PRIOR DISTRICTS iii INDENTURE OF TRUST This INDENTURE OF TRUST (this "Indenture") dated as of June 1, 2001, is by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority"), and _BNY WESTERN TRUST COMPANY, a California banking corporation organized and existing under and by virtue of the laws of the State of California and having a corporate trust office in San Francisco, California, as trustee (the "Trustee"); WITNESSETH : WHEREAS, the Authority has previously issued its County of Contra Costa Public Financing Authority 1993A Revenue Bonds in the aggregate principal amount of $11,589,000 (the "1993A Bonds") pursuant to a Trust Agreement dated as of June 15, 1993 (the "1993A Trust Agreement"), by and among the Authority and First Trust of California, National Association, as succeeded by BNY Western Trust Company, as trustee (the "1993A Trustee"), for the purpose of acquiring four issues of the County's bonds (collectively, the "1993A Reassessment Bonds"),consisting of(a) Limited Obligation Refunding Bonds, County of Contra Costa Reassessment District No. 1993-1, East Bates Avenue, Series No. 1993-1, (b) Limited Obligation Refunding Bonds, County of Contra Costa Reassessment District No. 1993-2, Hidden Pond Road, Series No. 1993-2, (c) Limited Obligation Refunding Bonds, County of Contra Costa Reassessment District No. 1993-3, San Ramon Valley Boulevard, at Crow Canyon Road, Series No. 1993-3, and (d) Limited Obligation Refunding Bonds, County of Contra Costa, Reassessment District No. 1993-4, Rancho Paraiso, Series No. 1993-4; and WHEREAS, the County has heretofore issued improvement bonds designated as Limited Obligation Bonds, County of Contra Costa, Assessment District 1992-1, Mrack Road Improvements Camino Tassajara Area Series 1992-1 (the "1992 Bonds" and, together with the 1993A Reassessment Bonds, the 'Prior Bonds"),which refunding will also result in the refunding of the 1993A Bonds; and WHEREAS, in order to realize interest savings, the County is refunding the Prior Bonds (other than the bonds described in (c) of the first paragraph above) by issuing its County of Contra Costa Limited Obligation Refunding Bonds,Series 2001 (Reassessment District of 2001) (the 'Reassessment Bonds"); and WHEREAS, in order to realize additional interest savings the Authority has determined to issue its County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) in the aggregate principal amount of$ (the "Bonds") for the purpose of providing funds to purchase the Reassessment Bonds pursuant to the Bond Purchase Contract (hereinafter defined); and WHEREAS, the Authority is authorized to issue the Bonds pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7 Title 1 of the Government Code of the State of California (the "Act"); and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof,premium,if any,and interest thereon, the Authority has authorized the execution and delivery of this Indenture;and WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds,when executed by the Authority, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and outstanding Linder this Indenture, 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 Owners 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 Owners from time to time of the Bonds, as follows: 2 ARTICLE I DEFINITIONS;RULES OF INTERPRETATION Section 1.01. Definitions. Unless the context otherwise requires,the terms defined in this Section 1.01 shall, for all purposes of this Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular ,and plural forms of any of the terms herein defined. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7,Title 1 of the Government Code of the State of California. "Authority" means the County of Contra Costa Public Financing Authority, a joint powers authority organized and existing under the Act and under the Joint Exercise of Powers Agreement, dated April 7, 1992, by and between the County and the Contra Costa County Redevelopment Agency. "Authorized Representative" means: (a) with respect to the Authority, its Chairman, Executive Director, Treasurer or Secretary, or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its Chairman and filed with the County and the Trustee; (b) with respect to the County, its Treasurer or Auditor-Controller, or any other person designated as an Authorized Representative of the County in a Written Certificate of the County signed by its County Manager and filed with the Authority and the Trustee; and (c) with respect to the Trustee, the Senior Vice President, any Vice President, any Assistant Vice President or any Trust Officer of ' the Trustee,and when used with reference to any act or document also means any other person authorized to perform such act or sign any document by or pursuant to a resolution of the Board of Directors of the Trustee or the by-laws of the Trustee. "Bond Counsel" means Jones Hall, A Professional Law Corporation, San Francisco, California, and its successors; or any other firm of nationally recognized bond counsel selected by the County and acceptable to the Authority. "Bond Purchase Contract"means the Bond Purchase Contract dated as of June_, 2001 between the Authority and the County pursuant to which the Authority is purchasing the Reassessment Bonds. "Bond Year"means each twelve-month period beginning on September 3 in any year and extending to the next succeeding September 2, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 2,2001. "Bonds" means the County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001), issued in the aggregate principal amount of and authorized by,and at any time Outstanding pursuant to, this Indenture. "Business Day" means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of California,or in any state in which the Office of the Trustee is located, are closed. "Closing Date" means the date on which the Bonds are delivered to the Original Purchaser,being June 2001. 3 "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Authority relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to, printing expenses, rating agency fees, filing and recording fees, initial fees, expenses and charges of the Trustee, and its counsel, including the Trustee's first annual administrative fee, fees, charges and disbursements of attorneys, financing advisors, accounting firms, fees of any rebate analysts, consultants and other professionals, fees and charges for preparation,execution and safekeeping of the Bonds, and any cost, charge or fee in connection with the original issuance of the Bonds and the Reassessment Bonds and the refunding of the Prior Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03. "Coup " means the County of Contra Costa, and any successor thereto. "Depository" means (a) initially, DTC, and (b) any other Securities Depositories acting as Depository pursuant to Section 2.04. "Depository System Participant" means any participant in the Depository's book-entry system. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Event of Default" means any of the events specified in Section 7.01. "Excess Investment Earnin&s" means an amount required to be rebated to the United States of America pursuant to Section 148(f) of the Tax Code due to investment of gross proceeds of the Bonds at a yield in excess of the yield on the Bonds. "Fair Market Value" means,with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding)if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%)beneficial interest therein if the return.paid by the fund is without regard to the source of the investment. "Federal Securities" means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; (b) obligations of any agency or department of the United States of America which represent the full faith and credit of the United States of America or the timely payment of the principal of and interest on which are secured or guaranteed by the full faith and credit of the United States 4 of America; and (c) any obligations issued by the State of California or any political subdivision thereof the payment of and interest and premium(if any)on which are fully secured by Federal Securities described in the preceding clauses (a) or (b), as verified by an independent certified public accountant. "Fiscal Year" means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official fiscal year period of the Authority designated in a Written Certificate of the Authority delivered to the Trustee. "Indenture"means this Indenture of Trust,as originally executed or as it may from time to time be supplemented,modified or amended by any Supplemental Indenture. "Independent Financial Consultant" means any underwriting firm, financial consultant or firm of such financial consultants appointed by the Authority and who, or each of whom: (a) is judged by the Authority to have experience with respect to the financing of public capital improvement projects; (b) is in fact independent and not under the domination of the Authority; (c) does not have any substantial interest, direct or indirect, with the Authority, other than as Original Purchaser or as the purchaser of other bonds of the Authority; and (d) is not connected with the Authority as an officer or employee of the Authority, but who may be regularly retained to make reports to the Authority. "Information Services"means Financial Information,Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Mergent/FLS 5250 77 Center Drive, Suite 150, Charlotte, North Carolina 28217, Attn: Called Bond Dept.; Kenny S&P, 55 Water Street, 45th Floor, New York, New York 10041, Attention: Notification Department; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. "Interest Account" means the account by that name established and held by the Trustee pursuant to Section 5.02. "Interest Payment Date" means March 2 and September 2 in each year, commencing March 2,2002, so long as any Bonds remain Outstanding. "Mo_ oz's" means Moody's Investors Service, Inc., and its successors and assigns, or if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Authority by notice to the County and the Trustee. "1993A Bonds" means the County of Contra Costa Public Financing Authority 1993A Revenue Bonds issued by the Authority in the aggregate principal amount of $11,589,000 and dated as of July 1, 1993. . "1993A Trust Agreement"shall have the meaning assigned to such term in the recitals to this Indenture. "Nominee" means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.04(a). 5 "Office" means the corporate trust office of the Trustee in San Francisco, California, or such other or additional offices as the Trustee may designate in writing to the County from time to time as the corporate trust office for purposes of this Indenture. "Original Purchaser" means E. Wagner & Associates, Inc., as the original purchaser of the Bonds. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.02, including Bonds (or portions of Bonds) disqualified under Section 11.09; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. "Owner," whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. "Paying Agent" means BNY Western Trust Company, as paying agent for the Reassessment Bonds. "Permitted Investments"means any of the following which at the time of investment are determined by the Authority(the Trustee being entitled to rely on direction of investment by the Authority as such determination) to be legal investments under the laws of the State of California for the moneys proposed to be invested therein: (a) Federal Securities; (b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export- Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, Fannie Mae, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (c) interest-bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State chartered banks (including the Trustee and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating .category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (d) commercial paper rated in the highest short-term rating category by any Rating Agency,issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein; 6 (e) bankers acceptances,consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein; (f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any.Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities; (g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency; (h) money market funds(including money market funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are fully secured or collateralized by Federal Securities, or which are rated in the highest rating category by any Rating Agency; (i) any investment agreement, repurchase agreement or other investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated A or better by any Rating Agency; (j) the Local Agency Investment Fund of the State created pursuant to Section 16429.1 of the California Government Code to the extent that funds held by the Trustee may be deposited and withdrawn directly by the Trustee; and (k) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4, of the Government Code of the State of California, as it may be amended ("CAMP"). "Principal Account" means the account by that name established and held by the Trustee pursuant to Section 5.02. "Principal Prepayments" means any amounts received by the Trustee representing a redemption of the Reassessment Bonds pursuant to the Paying Agent Agreement, consisting of the principal amount of the Reassessment Bonds being redeemed and the premium paid upon such redemption;but excluding the amount of regularly scheduled payments of principal of and interest on the Reassessment Bonds paid concurrent therewith. Prior to [March 2, 2009,] Principal Payments may only result from the prepayment of Reassessment installments by property owners within the District. "Prior Bonds" shall have the meaning assigned to such term in the Paying Agent Agreement. "Prior Districts" shall have the meaning assigned to such term in the Paying Agent Agreement,and are identified in Exhibit C hereto. 7 "Purchase Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.04. "Qualified Reserve Instrument"means a surety bond, insurance policy, letter of credit or line of credit issued by a bank, an insurance company or another .financial institution with a rating in the second highest long-term rating category(without regard.to any modifier)of S&P. "Rating Agency"means,individually, either (a) Moody's, its successors and assigns, or (b) S&P, its successors and assigns. . "Reassessments" shall have the meaning assigned to such term in the Paying Agent Agreement. "Reassessment Bonds" shall have the meaning assigned to such term in the recitals to this Indenture. "Record_Date" means: (a) the fifteenth (15th) calendar day of the month preceding each Interest Payment Date, whether or not such day is a Business Day, and (b) any date established by the Trustee pursuant to Section 2.02(b) as a Record Date for the payment of defaulted interest on the Bonds, if any. "Redemption Account" means the account by that name established and held by the Trustee pursuant to Section 5.01. "Redemption Price" means the aggregate amount of principal of and premium (if any) on the Bonds upon the redemption thereof pursuant to Section 4.01. "Registration Books" means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.09. "Reserve Fund" means the account by that name established and held by the Trustee pursuant to Section 5.06 hereof. "Reserve Requirement"means,as of the time of calculation by the Authority, an amount equal to the lesser of(i) the largest annual debt service on the Bonds for the current and future Bond Years (taking into account principal due on the Bonds pursuant to Section 4.01(c) hereof), (ii) 125% of the average annual debt service on the Bonds for the current and future Bonds Years(taking into account principal due on the Bonds pursuant to Section 4.01(c) hereof) and (iii) 10% of the principal amount of the Bonds Outstanding. "Revenue Fund" means the fund by that name established and held by the Trustee pursuant to Section 5.01. "Revenues" means, (a) all amounts derived from or with respect to the Reassessment Bonds during the period in which the Reassessment Bonds are owned by the Trustee, including but not limited to all Principal Prepayments and others payments of principal thereof and interest thereon, and (b) investment income with respect to any moneys held by the Trustee in the funds and accounts established hereunder. "S&P"means Standard & Poor's Credit Market Services, a division of the McGraw-Hill Companies, Inc., and its successors and assigns, or, if such corporation shall be dissolved or liquidated or`shall no longer perform the functions of a securities rating agency, any other i i 8 i i nationally recognized securities rating agency designated by the Authority by notice to the County and the Trustee. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. "State" means the State of California. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published,under the Tax Code. "Term Bonds"means the Bonds maturing on September 2,20_. "Trustee" means BNY Western Trust Company, or any successor thereto acting as Trustee pursuant hereto. "Written Certificate" and "Written Request" of the Authority or the County mean, respectively, a written certificate or written request signed in the name of the Authority by its Authorized Representative or in the name of the County by its Authorized Representative. Any such certificate or request may,but need not,be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. Section 1.02. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall. not affect the meaning,construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles,Sections or subdivisions of this Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article,Section or subdivision hereof. Section 1.03. Indenture Constitutes Contract. In consideration of the purchase and acceptance of any and all of the Bonds issued hereunder by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners of the Bonds. The pledge made in this Indenture and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal benefit,protection and security of the Owners of any and all of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof,except as expressly provided in or permitted by this Indenture. 9 ARTICLE II The Bonds Section 2.01. Autliorizatiori of Bonds. The Authority hereby authorizes the issuance of the Bonds hereunder, and under the Act, which shall constitute special obligations of the Authority payable solely from the Revenues and other amounts pledged hereunder, for the purpose of providing funds to acquire the Reassessment Bonds and thereby providing funds to refund and defease the Prior Bonds (which will also result in the refunding in full of the 1993A Bonds) and to purchase the Reassessment Bonds. The Bonds shall be designated the "County of Contra Costa Public Financing Authority 2001 :Revenue Bonds (Reassessment District of 2001)" and shall be issued in the aggregate principal amount of Million Hundred Thousand.Dollars Section 2.02. Terms of the Botids. (a) The Bonds shall be issued in hilly registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond shall have more than one maturity date. The Bonds shall be dated as of the Closing Date, shall mature on September 2 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates, as follows: Maturity Date Principal Interest .(September 2) Amount Rate (b) Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid on each Interest Payment Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Bond which is not punctually.paid or duly provided for on any Interest Payment Date shall be payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special Record Date to be established by the Trustee for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to such Owner not less than ten (10) days prior to such special Record Date. Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date'to the Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date;or upon the written request filed with the Trustee prior to the Record Date preceding an Interest Payment Date by an Owner of $1,000,000 or more in aggregate principal amount of Outstanding Bonds, interest thereon shall be paid on such Interest Payment Date by wire transfer in immediately available funds to the account designated by such owner in such written request. (c) The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the Office of the Trustee. Payment of principal on any Bond shall be made only upon presentation and surrender of such Bond at the Office of the.Trustee. 10 (d) The Bonds shall be subject to redemption as provided in Article IV. Section 2.03. Transfer and Exchange of Bonds. (a) Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shallexecute and the Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal amount, in any authorized denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. (b) Exchange of Bonds. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same maturity, of other authorized denominations. The Authority may charge a reasonable sum for each new Bond issued upon any exchange (except in the case of any exchange of temporary Bonds for definitive Bonds and except in the case of the first exchange of any definitive Bond in the form in which it is originally issued) and the Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. (c) Limitations on Transfers and Exchanges. .The Trustee shall not be obligated to make any transfer of exchange of Bonds pursuant to this Section 2.03 during the period established by the Trustee for the selection of Bonds for redemption, or with respect to any Bonds selected for redemption. Section 2.04. Book-Entry Systent. (a) Originalinal Deliver. The Bonds shall be initially delivered in the form of a separate single fully registered Bond (which may be typewritten) for each maturity of the Bonds. Upon .-. .. . . ..---- initial delivery,the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee or the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv),the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal of or interest or premium, if any,on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat and,consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal of and interest and premium,if any,on such Bond,for the purpose of giving notices of redemption and othermatters with respect to such Bond,for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever.. The Trustee shall pay the 11 principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium,if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Authority to make payments of principal,interest and premium,if any,pursuant to this Indenture. Upon delivery by the Depository to the Nominee and the Authority of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee. . (b) Representation Letter. In order to qualify the Bonds for the Depository's book- entry system, the Authority shall execute and.deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. Upon the written acceptance by the Trustee, the Trustee shall agree, to the extent not inconsistent with the terms hereof, to take all action reasonably necessary for all representations of the Trustee in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the Authority may take any other actions,not inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program. (c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book- entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Bonds at the expense of the Authority by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds,agrees to be bound by the provisions of this.subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify another Securities Depository to replace the Depository,then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. In the event the Authority determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Authority may notify the Depository System Participants of the availability of such certificated Bonds through the Depository. In such event, the Trustee will authenticate, transfer and exchange Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the Authority shall cooperate with the Depository in taking appropriate action (y) to make available one or more separate certificates evidencing the Bonds to any Depository System Participant having Bonds credited to its account with the Depository, or (z) to arrange for another Securities Depository to maintain custody of a single certificate evidencing such Bonds,all at the Authority's expense. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary,so long as any Bond is registered in the name of the Nominee,all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. 12 Section 2.05. Form acid Execution of Bonds. The Bonds shall be in substantially the form set forth in Exhibit A hereto. The Bonds shall be executed in the name and on behalf of the Authority with the facsimile signature of its Treasurer (or any duly authorized deputy to the Chairman) attested by the manual or facsimile signature of its Secretary. Such seal may be in the form of a facsimile of the Authority's seal and may be reproduced, imprinted or impressed on the Bonds. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated,delivered and issued and,upon suchauthentication,delivery and issue,shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such person shall not have been such officer of the Authority. Section 2.06. Authetiticatiott of Bofids. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture,and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture. Section 2.07. Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority,shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner,shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original 13 additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. Section 2.09. Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable prior notice by the Authority and the County; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred,on such records, the ownership of the Bonds as hereinbefore provided. 14 ARTICLE III Issuance of Bonds; Application of Proceeds Section 3.01. Issuance of the Bonds. Concurrent with the execution and delivery of this Indenture, the Authority shall execute and the Trustee shall authenticate and deliver the Bonds to the Original Purchaser thereof in the aggregate principal amount of Million---- Hundred Thousand Dollars ($ ). - Section 3.02. Application of Proceeds of the Bonds. On the Closing Date, the proceeds of sale of the Bonds shall forthwith be set aside by the Trustee in the following respective funds and in the following order of priority: (a) the Trustee shall deposit the amount of $ in the Costs of Issuance Fund; (b) the Trustee shall deposit the amount of $ in the Reserve Fund;and (c) the Trustee shall deposit the amount of $ in the Purchase Fund. Additionally, the Authority shall deposit $ received from Reserve Account established under the 1993A Trust Agreement in the Reserve Fund. Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund; in each case together with a statement or invoice for each amount requested thereunder. On December 1, 2001, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account and the Costs of Issuance Fund shall.be closed. Section 3.04. Piircliase Futid. There is hereby established a separate fund to be known s the 'Purchase Fund", which shall be held by the Trustee in the trust. On the Closing Date the Trustee shall withdraw from the Purchase Fund and transfer to the Paying Agent the amount of $ , representing the purchase price of the Reassessment Bonds as set forth in the Bond Purchase Contract. Upon the withdrawal of all amounts therein, the Purchase Fund shall be closed. Section 3.05. Validity of Bonds. The validity of the authorization and issuance of the Bonds is not dependent on and shall not be affected in any way by any proceedings taken by the Authority or the Trustee with respect to or in connection with the acquisition of the Reassessment Bonds. The recital contained in the Bonds that the same are issued pursuant to the constitution and laws of the State shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance. Section 3.06. Registration of Reassessment Bonds. In order to provide security for the Owners, all of the Reassessment Bonds shall be registered in the name of the Trustee. 15 ARTICLE IV Redemption of Bonds Section 4.01. Redemption. (a) Optional Redemption. The Bonds maturing on or after September 2, [2010], shall be subject to redemption, at the option of the Authority, from any source of available funds, in whole,or in part among maturities on a pro rata basis and by lot within a maturity, on any Interest Payment Date on or after September 2, [2009], at a Redemption Price equal to the principal amount of the Bonds to be redeemed, plus a redemption premium expressed as a percentage of the principal amount to be redeemed as set forth in the following table, plus accrued interest to the date of redemption: . Dates Redemption Premium September 2, [2009] and March 2, [2010] 2% September 2, [2010] and March 2, [2011] 1% September 2, [2011] and thereafter 0% (b) Mandatory Redemption from Principal Prepayments. The Bonds shall be subject to mandatory redemption on any Interest Payment Date, from the Revenues derived from Principal Prepayments and transfers from the Reserve Fund pursuant to Section 5.06(f) hereof (determined as provided below),in whole,or in part among maturities as hereinafter set forth in this subsection (b),at a Redemption Price equal to one hundred percent (100%) of the principal amount of the Bonds to be redeemed,plus a redemption premium expressed as a percentage of the principal amount to be redeemed as set forth in the following table, plus accrued interest to the date of redemption: Dates Redemption Premium Prior to or on March 2, [2010] 2% September 2, [2010] and March 2, [2011] 1% September 2, [2011] and thereafter 0% In the event that the Trustee shall receive notice of the redemption of.any Reassessment Bonds which will produce Principal Prepayments, the Trustee shall promptly mail notice of the redemption of Bonds pursuant to this subsection (b), such redemption to occur on the Interest Payment Date fixed for such redemption of the Reassessment Bonds. The proceeds of any such redemption of the Reassessment Bonds shall be applied by the Trustee to pay the Redemption Price of the Bonds pursuant to this subsection (b). For purposes of the selection of Bonds for redemption pursuant to this subsection (b), the Bonds shall be selected for redemption among maturities by the Authority (evidenced pursuant to a Written Certificate of the Authority delivered to the Trustee at least forty-five (45) days prior to the redemption date or such later date as shall be acceptable to the Trustee in its sole discretion) on such basis that the remaining payments of the principal of and interest on the Reassessment Bonds, together with other available Revenues, will be sufficient on a timely basis to pay debt service on the Bonds, as shall be demonstrated in a report of an Independent Financial Consultant filed with the Trustee and the Authority. The Independent Financial Consultant shall also determine the minimum amount required to be transferred from the Reserve Fund to the Redemption Account in connection with such redemption in order to insure 16 that the remaining payments of the principal of and interest on the Reassessment Bonds, together with other available Revenues, will be sufficient on a timely basis to pay debt service on the Bonds. (c) Mandatory Sinking Fund Redemption of Term Bonds. The Term Bonds shall also be subject to redemption in whole,or in part by lot, on September 2 in each of the years as set forth in the following table, from deposits made for such purpose pursuant to Section 5.02(b), at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the succeeding paragraph of this subsection (c), in the aggregate respective principal amounts and on the respective dates as set forth in the following .table; provided,however, that if some but not all of the Term Bonds have been redeemed pursuant to subsections (a) or (b) above, the total amount of all future payments pursuant to this subsection (c) with respect to such Term Bonds shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such payments on a pro rata basis in denominations of$5,000 as determined by the Authority (written notice of which determination shall be given by the Authority to the Trustee). Sinking Fund Principal Redemption Date Amount To Be (September 2) Redeemed In lieu of redemption of the Term Bonds pursuant to the preceding paragraph, amounts on deposit in the Revenue Fund (to the extent not required to be deposited by the Trustee in the Interest Account or the Principal Account pursuant to Section 5.02 during the current Bond Year) may also be used and withdrawn by the Authority, upon the .Written Request of the Authority delivered to the Trustee, at any time for the purchase of such Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Authority may in its discretion determine. The par amount.of ... . any of such Term Bonds so purchased by the Authority in any twelve-month period ending on July 1 in any year shall be credited towards and shall reduce the par amount of such Term Bonds required to be redeemed pursuant to this subsection(c) on the next succeeding September 2. Section 4.02. Notice of Redemption. The Trustee on behalf and at the expense of the Authority shall mail (by first class mail)notice of any redemption to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and to the Securities Depositories and to one or more Information Services, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein shall affect .the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon from and after the date fixed for redemption. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Neither the failure to receive any notice so mailed,nor any defect in such notice,shall affect the sufficiency of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. 17 Any such notice of redemption may, in the case of an optional redemption pursuant to Section 4.01(a),be a rescindable notice of redemption which clearly sets forth,in addition to the information set forth above, that if at any time prior to the date set for redemption the Authority notifies the Trustee that it no longer elects to redeem Bonds pursuant to Section 4.01(a),such redemption shall be cancelled and the notice of redemption shall be rescinded and shall be of no force and effect. In the event the County elects to cancel such an optional redemption, the Trustee shall immediately notify the Owners of the Bonds previously designated for redemption in the same manner that it originally sent the notice of redemption. Section 4.03. Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of an entire maturity of the Bonds, the Trustee shall select the Bonds of such maturity to be redeemed from all Bonds of such maturity not . previously called for redemption, by lot in any manner which the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed. Section 4.04. Partial Redernption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered. Section 4.05. Effect of Notice of Redernption. Notice having been mailed as aforesaid, and moneys for the redemption (including the interest to the applicable date fixed for redemption and including any applicable premium), having been set aside in the Redemption Account, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. If, on said date fixed for redemption, moneys for the redemption of all the Bonds to be redeemed, together with interest to said date,shall be held by the Trustee so as to be available therefor on such date,and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust,without liability for interest thereon, for the account of the Owners of the Bonds so to be redeemed. All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Article IV shall be canceled upon surrender thereof and destroyed. Section 4.06. Purchase of Bonds. In lieu of redemption of Bonds as provided in this Article IV,amounts held by the Trustee for such redemption shall,at the Written Request of the Authority received by the Trustee prior to the selection of Bonds for redemption, be applied by the Trustee to the purchase of Bonds at public or private sale as and when and at such prices (including brokerage,accrued interest and other charges) as the Authority may in its discretion direct, but not to exceed the Redemption Price which would be payable if such Bonds were redeemed. The aggregate principal amount of Bonds of the same maturity purchased in lieu of redemption pursuant to this Section 4.06 shall not exceed the aggregate principal amount of Bonds of such maturity which would otherwise be subject to such redemption. Any Bonds so purchased in lieu of redemption shall be treated as if such Bonds were redeemed, for all purposes of this Indenture. 18 ARTICLE V Security of Bonds;Flow of Funds; Investments Section 5.01. Pledge and Assigmnent; Revenue Fund. (a) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to this Indenture are hereby pledged by the Authority to secure the payment of the principal of and interest and premium (if any) on the Bonds in accordance with their terms and the provisions of this Indenture. Said pledge shall constitute a lien on and security interest in such assets and shall attach,be perfected and be valid and binding from and after delivery of the Bonds by the Trustee,upon the physical delivery thereof. (b) The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners of the Bonds, all of the Revenues and all of the right, title and interest of the Authority in the Reassessment Bonds, if any. From and after the Closing Date, the Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and may take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the County under and with respect to the Reassessment Bonds. (c) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special hind designated as the " Revenue Fund" which the Trustee shall establish, maintain and hold in trust. All Principal Prepayments received by the Trustee, together with amounts required to released from the Reserve Fund pursuant to Section 4.01(b), shall be deposited by the Trustee in a special account designated as the Redemption Account, which shall be established and held by the Trustee and used to redeem the Bonds pursuant to Section 4.01. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. Section 5.02. Application of Revenue Fund. The Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain in trust separate and distinct from the other funds and accounts established hereunder), the following amounts at the following times in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to.be satisfied before any transfer is made to any account subsequent in priority: (a) On each Interest Payment Date or redemption date, the Trustee shall deposit in the Interest Account an amount which,together with the amounts then on deposit therein, is required to cause the aggregate amount on deposit in the Interest Account to equal the amount then required to make any payment pursuant to Section 5.03. (b) On September 2 of each year, commencing September 2, 2002, the Trustee shall deposit in the Principal Account an amount which, together with the amounts then on deposit therein,is required,to cause the aggregate amount on 19 deposit in the Principal Account to equal the aggregate amount of principal then coming due and payable on the Bonds, including the principal due pursuant to mandatory sinking fund redemption pursuant to Section 4.01(c)hereof. (c) On each Interest Payment Date to the Reserve Fund to the extent required to ensure that the amount on deposit in the Reserve Fund is equal to the Reserve Requirement; provided, however, that the amounts required to be deposited in the Reserve Fund shall not exceed (i) the interest earnings on and other income relating to the amounts on deposit in the Reserve Fund plus (ii) amounts previously withdrawn from the Reserve Fund due to a nonpayment or late payment of all or a portion of the debt service due on the Reassessment Bonds plus, at the option of the Authority, an amount equal to the interest earnings that would have been earned on such amounts if they had not been withdrawn from the Reserve Fund. (d) Following the foregoing transfers on each September 2, the Trustee shall retain all other amounts in the Revenue Fund. Section 5.03. Application of Interest Accoutlt. Subject to the provisions of this Indenture, all amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable, including upon the redemption of any Bonds. Any amounts on deposit in the Interest Account on any Interest Payment Date and not required to pay interest then due and payable on the Bonds shall be retained in the Interest Account and credited towards the payment of interest on the Bonds next coming due. Section 5.04. Applicatiotl of Principal Account. Subject to the provisions of this Indenture, all amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal of the Bonds upon the stated maturity thereof, including the principal of the Bonds due pursuant to mandatory sinking fund redemption pursuant to Section 4.01(c)hereof. Section 5.05. Applicatiotl of Redemption Account. Subject to the provisions of this Indenture,all amounts deposited in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of redeeming Bonds pursuant to Section 4.01. Section 5.06. Application of Reserve Futtd. There is hereby established the 'Reserve Fund", which fund shall be held and administered by the Trustee as provided herein. The initial cash deposit to the Reserve Fund shall be $ (which is less than the Reserve Requirement as of the Closing Date, being $ ). Amounts in the Reserve Fund shall be used and withdrawn by the Trustee solely for the following purposes: (a) Principal and Interest. For the purpose of making transfers to the Interest Account and the Principal Account, in such order of priority, on any date which the principal of or interest on the Bonds becomes due and payable hereunder,in the event of any deficiency at any time in either of such accounts, or at any time upon the Written Certificate of the Authority for the retirement of all the Bonds then Outstanding; (b) Reimbursement. Upon the Written Certificate of the Authority, for the purpose of reimbursing the County for any amounts advanced by the County in respect of principal of or interest on the Reassessment Bonds; (c) Rebate. Upon the Written Certificate of the Authority, for the purpose of providing funds to the Authority to meet its obligations under Section 6.08(d), but only to the extent of interest earnings on amounts on deposit in the Reserve Fund. 20 (d) Surplus. Upon the final maturity of the Bonds,any amounts remaining in the Reserve Fund not needed for the payment of all or a portion of the final maturity, shall be transferred to the Authority and the Reserve Fund shall be closed. (e) Payment of Reassessment Bonds. At such time as.there is on deposit in the Reserve Fund amounts (in the form of cash or Permitted Investments) allocable to one of the Prior Districts sufficient to retire that portion of the Bonds allocable to such Prior District (such allocation of the Reserve Fund to the Prior Districts being set forth in Exhibit B hereto, and such allocation of Bonds to the Prior Districts being set forth in Exhibit C hereto), the Trustee shall withdraw such allocable amount from the Reserve Fund and use it to pay debt service on the Bonds applicable to such Prior District or to provide moneys to the County to reimburse the property owners within such Prior District for Reassessment installments previously paid. (f) Principal Prepayment Redemption; Amounts on deposit in the Reserve Fund shall be transferred to the Redemption Account and used to redeem Bonds as required pursuant to Section 4.01(b). (g) Excess Over Reserve Requirement. So long as no Event of Default shall have occurred and be continuing, and except as provided in (d) above and in Section 5.07A below, any amount in the Reserve Fund in excess of the Reserve Requirement on the Business Day preceding each Interest Payment Date shall be withdrawn from the Reserve Account by the Trustee and deposited in the Revenue Fund. Notwithstanding the cash withdrawal from the Reserve Fund to redeem Bonds as provided in (d) above, the principal amount of the Qualified Reserve Instrument shall not be reduced as a result of such withdrawal or redemption. All or any portion of the Reserve Requirement may be met, at any time or from time to time, one or more Qualified Reserve Instrument for cash or any Qualified Reserve Instrument then on deposit in the Reserve Fund. Any such Qualified Reserve Instrument shall provide that the Trustee is entitled to draw amounts thereunder when required by the provisions of the Indenture to make transfers from the Reserve Fund to the Interest Account and the Principal Account in the event of a deficiency in either such account,provided that,in any such event, the Trustee shall first apply to any such deficiency the amount of cash (including cash represented by Permitted Investments) then on deposit in the Reserve Fund. Upon deposit by the Authority with the Trustee of any such Qualified Reserve Instrument in lieu of a cash deposit the Trustee shall withdraw from the Reserve Fund and transfer to the Revenue Fund an amount equal to the principal amount of such Qualified Reserve Instrument so long as the total amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement. Section 5.07. Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments,as directed in writing by the Authority two(2) Business Days prior to the making of such investment. Permitted Investments may be purchased at such prices as the Authority shall determine. All Permitted Investments shall be acquired subject to any limitations or requirements as may be established by the Written Request of the Authority filed with the Trustee. Moneys in all funds and accounts shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes. specified in this Indenture. Absent timely written direction from the Authority, the Trustee shall invest any funds held by it in Permitted Investments described in clause (h) of the definition thereof. The Reserve Fund shall not be invested in Permitted Investments maturing more than five (5) years from the date of investment unless such 21 Permitted Investment is redeemable or putable at price of par in connection with each Interest Payment Date. All interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be deposited in the Revenue Fund; except that all interest,profits and other income received from the investment of moneys in the Reserve Fund shall be retained therein if the amount on deposit therein is less than the Reserve Requirement and shall otherwise be deposited in the Revenue Fund. Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. The Trustee or any of its affiliates may act as principal or agent in the making or disposing of any investment. The Trustee shall sell or present for redemption, any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment,transfer,withdrawal or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section 5.08. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee shall furnish the Authority periodic cash transaction . statements which include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. Section 5.08. Valuation and Disposition of Investinents. The Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Tax Code), shall be acquired and disposed of and valued by the Authority at Fair Market Value; provided, however, that investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code), shall be valued at their present value(within the meaning of Section 148 of the Tax Code). 22 ARTICLE VI Particular Covenants Section 6.01. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal,premium,if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture and received by the Authority or the Trustee. Section 6.02. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended,such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture,except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds. Section 6.03. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Act, and reserves the right to issue other obligations for such purposes. Section 6.04. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee (subject to the provisions of Article VIII) shall at all times, to the extent permitted by law, defend, preserve and protect said -pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever. Section 6.05. Accounting Records and Financial Statements. The.Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds, the Revenues, the Reassessment Bonds and all funds and accounts established by it pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority and the County, during regular business hours and upon reasonable prior notice and under reasonable circumstances as agreed to by the Trustee. Section 6.06. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever,or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in 23 this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law. Section 6.07. Covenants With Respect to Reassessment Bonds. (a) Disposition of Reassessment Bonds. The Trustee shall not sell or otherwise dispose of the Reassessment Bonds, or any interest therein, unless the proceeds derived by the Trustee from such sale or other disposition,together with any amounts available hereunder, are sufficient to enable the Trustee to redeem or defease all of the Outstanding Bonds in accordance herewith. Upon the discharge of all of the Bonds pursuant to Article X, the Trustee shall thereupon convey all of its right, title and interest in and to the Reassessment Bonds to the County or to such other entity as the County shall direct in writing to the Trustee. (b) No Amendment of Reassessment Bonds. Neither the Trustee nor the Authority shall consent or agree to consent to any amendment or modification of the Paying Agent Agreement or the Reassessment Bonds, unless there shall have been filed with the Trustee and the Authority an opinion of Bond Counsel stating that such amendment or modification will not materially adversely affect the interests of the Bond Owners or the exclusion from gross income of interest on the Bonds. (c) Collection of Revenues. At all times from and after the Closing Date, the Trustee shall collect and cause to be paid to it all Revenues promptly as such Revenues become due and payable, and, subject to the provisions of this Indenture, shall enforce and cause to be enforced all rights of the Trustee under and with respect to the Reassessment Bonds. Enforcement of the rights of the Trustee under and with respect to the Reassessment Bonds shall be subject to the provisions of subsection (e) of this Section. (d) Notification of Reassessment Bond Default. Upon receiving actual knowledge of either (i) the failure by the County to pay when due any installment of principal of or interest or premium (if any) on the Reassessment Bonds, or (ii) the occurrence of any other event of default under the Reassessment Bond Resolutions, the Trustee shall promptly notify the Authority of such failure or event of default by telephone, telefax or other form of telecommunication,promptly confirmed in writing. Such notice shall identify the nature of the default. (e) Exercise of Remedies With Respect to Reassessment Bonds. Upon the occurrence of an event of default with respect to the Reassessment Bonds, the Trustee may, and if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding(but subject to Section 8.03(8)) the Trustee shall, subject to the provisions of this Indenture, exercise any and all remedies granted to the Trustee as registered owner of the Reassessment Bonds. .Section 6.08. Tax Covenants Relating to Bonds. (a) Private Activity Bond Limitation. The Authority shall assure that the proceeds of the Bonds are not used so as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code. (b) Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. 24 (c) No Arbitrate. The Authority shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date,would have caused the Bonds to be "arbitrage.bonds" within the meaning of Section 148 of the Tax Code. (d) Rebate of Excess Investment Earnings to United States. The Authority shall calculate or cause to be calculated Excess Investment Earnings with respect to the Bonds which are required to be rebated to the United States of America pursuant to Section 148(f) of the Tax Code, and shall pay the full amount of such Excess Investment Earnings to.the United States of America in such amounts,at such times and.in such manner as may be required pursuant to the Tax Code. Such payments shall be made by the Authority from any source of legally available funds of the Authority, including but not limited to earnings derived from the investment of amounts in the reserve fund established for the Reassessment Bonds. The Authority shall keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the final payment of the Bonds,records of the determinations made pursuant to this subsection (d). In order to provide for the administration of this subsection (d), the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate. The Trustee shall not be responsible for calculating Excess Investment Earnings or for the adequacy or correctness or any rebate report or rebate calculations. The Trustee shall have no independent duty to review such calculations or enforce the compliance by the Authority with the covenants contained in this Section. (e) Maintenance of Tax-Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the Closing Date. Section 6.09. Continuiiig Disclosure. (a) The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which shall be executed by an authorized representative of the Authority and delivered on the Closing Date. Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate shall not be considered a default by the Authority hereunder or under the Bonds; however, any Participating Underwriter (as such term is defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. (b) Not later than October 30 of each year, commencing October 30, 2001 and until the October 30 following the final maturity of the Bonds, the Treasurer of the Authority shall supply the following information to the California Debt and Investment Advisory Commission ("CDIAC") by mail, postage prepaid, but only to the extent required to be so supplied by CDIAC: (i) the principal amounts of the Bonds and the principal amount of the Reassessment Bonds then outstanding, (ii) that there is no separate reserve fund for the Reassessment Bonds, and the balance in the Reserve Fund, (iii) the costs of issuance, including any ongoing fees, (iv) the total amount of administrative fees collected, (v) the amount of administrative fees charged to the Reassessment Bonds, (vi) the interest earnings and terms of all guaranteed investment contracts, (vii) commissions and fees paid on guaranteed investment contracts, (viii) delinquency rates on the Reassessment Bonds, (ix) the amount of any balance in the Interest 25 Account representing capitalized interest, and (x) the amount on deposit in any improvement fund relating to the Reassessment Bonds. (c) Until the final maturity of the Bonds, the Treasurer of the Authority shall notify CDIAC by mail, postage prepaid, to the extent required by CDIAC, within 10 days of (i) any failure to pay principal and interest due on the Reassessment Bonds, or (ii) any withdrawal of funds from the Reserve Fund (other than a withdrawal pursuant to Section 5.07(c), (d) and (e)). (d) The failure by the Authority to comply with the provisions of Section 6.09(a), (b) or (c) shall not be an Event of Default hereunder. The provisions of Section 6.09(b) and (c) shall be amended to reflect any applicable change in Section 6599.1(b) or (c) of the California Government Code,without any action by the Authority or the Trustee. Section 6.10. Further Assuratices. The Authority will make, execute and deliver any and all such.further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Indenture. 26 ARTICLE VII Events of Default and Remedies of Bond Owners Section 7.01. Events of Default. The following events shall be Events of Default: (a) Failure to pay any installment of principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed,by proceedings for redemption,by acceleration, or otherwise. (b) Failure to pay any installment of interest on any Bonds when and as the same shall become due and payable. (c) Failure by the Authority to observe and perform any of the other covenants,agreements or conditions on its part in this Indenture or in the Bonds contained, if such failure shall have continued for a period of sixty (60) days after written notice thereof, specifying such failure and requiring the same to be remedied,shall have been given to the Authority by the Trustee,or the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding;provided, hozvever, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected,but not within such sixty (60) day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Authority within such sixty (60) day period and the Authority shall thereafter diligently and in good faith cure such failure in a reasonable period of time. (d) The Authority shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute. Section 7.02. Notice of Event of Default. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Authority by telephone confirmed in writing. Section 7.03. Remedies. In each and every such case during the occurrence and continuation of an Event of Default, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (but subject to Section 8.03(g)) the Trustee shall,exercise any and all remedies available pursuant to law for the equal benefit and protection of all Bond Owners similarly situated,including but not limited to the following: (a) The Trustee shall have the right to enforce any and all remedies granted to it as the owner of any Reassessment Bonds a default with respect to which shall have occasioned the occurrence of an Event of Default hereunder, in accordance with Section 6.07(e); (b) The Trustee shall have the right, upon notice in writing to the Authority and the County, to declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately,and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary notwithstanding. Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority or the County shall deposit with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Bonds payment of 27 which is overdue,with interest on such overdue principal at the rate bome by the respective Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable.solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then,and in every such case, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding,.by written notice to the Authority, the County and the Trustee,or the Trustee if such declaration was made by the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default;but no such rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon. (c) The Trustee shall have the right by mandamus, suit, action or proceeding, to compel the Authority and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Indenture and in the Bonds,and to require the carrying out of any or all such covenants and agreements of the Authority and the fulfillment of all duties imposed upon it by the Act; or (d) The Trustee shall have the right by suit, action or proceeding in equity,to enjoin any acts or things which are unlawful, or the violation of any of the Bond Owners'rights hereunder. Section 7.04. Application of Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing,all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the following order: (a) To the payment of any expenses of the Trustee and payment of reasonable fees, charges and expenses of the Trustee (including.reasonable fees and disbursements of its counsel and advisors) incurred in and about the perfonnance of its powers and duties under this Indenture; (b) To the payment of the principal of and interest then due with respect to the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture, as follows: First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the .maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date,then to the payment thereof ratably, according to the amounts due thereon,.to the persons entitled thereto,without any discrimination or preference;and Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which shall have become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate bome by the respective Bonds on the date of maturity or redemption,and,if the amount available shall not be sufficient to pay in 28 full all the Bonds, together with such interest,then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto,without any discrimination or preference. Section 7.05. Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds,by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney=in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to the Owners under the provisions of the Bonds, this Indenture, the Act and applicable provisions of any other law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bond Owners, the Trustee in its discretion may at the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and upon being indemnified therefor,the Trustee shall,proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted,or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee, such Owners under the Bonds, this Indenture, the Act or any other law;and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Revenues and other assets pledged under this Indenture,pending such proceedings. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto,and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds,subject to the provisions of this Indenture. Section 7.06. Bond Owners' Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to. .its.. satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder,provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bond Owners not parties to such direction. Section 7.07. Limitatioii ori Bond Owners' Right to Sue. No Owner of any Bonds shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Act or any other applicable law with respect to such Bonds,unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amountof the Bonds then Outstanding, shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit,action or proceeding in its own name; (c) such Owner or said Owners shall have tendered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to,the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to affect, 29 disturb or prejudice the security of this Indenture or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, this Indenture, the Act or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Indenture. Section 7.08. Absolute Obligation of Autliority. Nothing in Section 7.07 or in any other provision of this Indenture or in the Bonds contained shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor and received by the Authority or the Trustee, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds. Section 7.09. Termination of Proceedings. In case any proceedings taken by the Trustee or any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners shall continue as though no such proceedings had been taken. Section 7.10. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies,and each and every such remedy,to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. Section 7.11. No Waiver of Default. No delay or omission of the Trustee or of any Owner of the Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein;and every power and remedy given by this Indenture to the Trustee or to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient. 30 ARTICLE VIII The Trustee Section 8.01. Dtcties and Liabilities of Trustee. (a) Duties of Trustee Generally. The Trustee shall,prior to an Event of Default, and after the cluing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture. The Trustee shall,during the existence of any Event of Default which has not been cured or waived, exercise such of the rights and powers vested in it by this Indenture,and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) Removal of Trustee. The Authority may remove the Trustee at any time, unless an Event of Default shall have occurred and then be continuing,and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall cease to be eligible in accordance with subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of thirty (30) days' written notice of such removal by the Authority to the Trustee, whereupon the Authority shall appoint a successor Trustee by an instrument in writing. (c) Resignation of Trustee. The Trustee may at any time resign by giving written notice of such resignation by first class mail,postage prepaid, to the Authority, and to the.Bond Owners notice of such resignation at the respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has accepted appointment. (d) Apyointment of Successor Trustee. Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee;provided, liowever, that under any circumstances the successor Trustee shall be qualified as provided in subsection (e) of this Section. If no qualified successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days following giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bond Owner (on behalf of himself and all other Bond Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and to the predecessor Trustee an instrument indemnifying the predecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee hereunder, and after payment by the Authority of all unpaid fees and expenses of the predecessor Trustee, such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but,nevertheless at the Written Request of the Authority or the request of the successor Trustee, 31 such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer,assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall mail or cause the successor Trustee to mail, by first class mail postage .prepaid, a notice of the succession of such Trustee to the trusts hereunder, to each Rating Agency which then maintains a rating on the Bonds, and to the Bond Owners at the addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Qualifications of Trustee. Any Trustee appointed under the provisions of this Section in succession to the Trustee shall (i)be a company or bank having trust powers, (ii) have a corporate trust office in the State of California, (iii) have (or be part of a bank holding company system whose bank holding company has) a combined capital and surplus of at least Seventy Five Million Dollars ($75,000,000), and (iv) be subject to supervision or examination by federal or state authority. If such bank or company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign .immediately in the manner and with the effect specified in subsection(c) of this Section. Section 8.02. Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or.trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business,provided such bank or trust company shall be eligible under subsection (e) of Section 8.01 shall be the successor to such Trustee, without the execution or filing of any paper or any further act,anything herein to the contrary notwithstanding. Section 8.03. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility for the correctness of the same,or make any representations as to the validity or sufficiency of this Indenture or of the Bonds or shall incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations herein or in the Bonds assigned to or imposed upon it. The Trustee shall,however,be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee makes no representations as to the validity or sufficiency of the Indenture or of any Bonds or Reassessment Bonds, or in respect of the security afforded by the Indenture and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to: (i) the issuance of the Bonds for value; (ii) the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee; or (iii) the application of any moneys paid to the Authority or others in accordance with the Indenture. The Trustee shall not be liable in connection with the performance of its duties hereunder,except for its own negligence or willful 32 misconduct. The Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee,and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time,method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for .any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (e) The Trustee shall not be deemed to have knowledge of any default or Event of Default hereunder or under the Reassessment Bonds, other than default in the payment of principal of or interest or redemption premium (if any) thereon, unless and until it shall have actual knowledge thereof, or shall have received written notice thereof, at its Office or otherwise. Except as otherwise provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the.terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. (f) The Trustee shall have no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (g) Before taking any action under Article VII hereof or in connection with the Reassessment Bonds,the Trustee may require indemnity satisfactory to the Trustee be furnished from any expenses and to protect it against any liability it may incur hereunder. (h) The immunities extended to the Trustee also extend to its directors, officers, employees and agents. (i) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (j) The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys,agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. Section 8.04. Right to Rely ori Documents. The Trustee shall be protected in acting upon any notice,resolution,request,consent,order, certificate, report, opinion, bonds or other paper 33 or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be Bond Counsel or other counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection,if required,and his title thereto is satisfactorily established, if disputed. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder,such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved.and established by a Written Certificate of the Authority, and such Written Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable. Section 8.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during business hours and upon reasonable prior written notice to the inspection of the Authority,the County and their agents and representatives duly authorized in writing. Section 8.06. Compensation and Indemnification. The Authority shall pay or cause to be paid to the Trustee from time to time all reasonable compensation for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Indenture. The Authority agrees to indemnify and save the Trustee, its officers, directors employees and agents, harmless against any costs,expenses,claims,liabilities of any kind whatsoever including legal counsel fees which it may incur in the exercise and performance of its powers and duties hereunder and under any related documents,including the enforcement of any remedies and .the defense of any suit, and which are not due to its negligence or its willful misconduct. The duty of the Authority to indemnify the Trustee shall survive the termination and discharge of this Indenture. None of the ,provisions contained in the Indenture,in any related document,or in the Reassessment Bonds or any related document shall require the Trustee to expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. 34 ARTICLE IX Modification or Amendment Hereof Section 9.01. Amendments Permitted. (a) This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of . any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture),without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such supplemental indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. This Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any.time by .__.._____............. an indenture or indentures supplemental hereto,which the Authority and the Trustee may enter into without the consent of any Bond Owners,for any one or more of the following purposes: (i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture; (iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended,or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to modify,amend or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and 35 (v) in any other respect whatsoever as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder, in the opinion of Bond Counsel filed with the Authority and the Trustee. Section 9.02. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to this Article,this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such supplemental indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 9.03. Endorsement of Bonds; Preparation of Nezv Bonds. Bonds delivered after the execution of any supplemental indenture pursuant to this Article may, and if the Authority so determines shall, beara notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such supplemental indenture, and, in that case, upon demand on the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such.Bonds. If the supplemental indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such supplemental indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity. Section 9.04. Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner. Section 9.05. Opinion of Counsel. In executing any Supplemental Indenture the Trustee shall be furnished and rely upon an opinion of counsel to the effect that all conditions precedent for the execution of such Supplemental Indenture have been satisfied and that the execution of such Supplemental Indenture will not adversely affect the tax-exempt status of interest on the Bonds. 36 ARTICLE X Defeasance Section 10.01. Discharge of Indenture. The Bonds may be paid by the Authority in any of the following ways,provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority: (a) by paying or causing to be paid the principal of and interest on the Bonds, as and when the same become due and payable; (b) by depositing with the Trustee, in trust (pursuant to an escrow agreement), at or before maturity, money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem all Bonds then Outstanding;or (c) by delivering to the Trustee,for cancellation by it, all of the Bonds then Outstanding. If the Authority shall also pay or cause to be paid all other sums payable hereunder by the Authority including without limitation any compensation due and owing the Trustee hereunder, then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture and the pledge of Revenues and, other assets made under this Indenture and all covenants, agreements and other obligations of the Authority under this Indenture shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon the Written Request of the Authority, and upon receipt of a Written Certificate of an Authorized Representative of the Authority and an opinion of Bond Counsel, each to the effect that all conditions precedent herein provided for relating to the discharge and satisfaction of the obligations of the Authority have been satisfied, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver all moneys or securities or other property held by it pursuant to this Indenture, which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption, to the Authority. The provisions of this Section 10.01 are subject to the compliance by the Authority of all of the conditions relating to the issuance of refunding obligations. Section 10.02. Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.03) to pay or redeem any or all Outstanding Bonds (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice,then all liability of the Authority in respect of such Bonds shall cease, terminate and be completely discharged,and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04. 37 The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which .the Authority may have acquired in any manner whatsoever,and such Bonds,upon such surrender and cancellation,shall be deemed to be paid and retired. Section 10.03. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Indenture and shall be-- (a) Lawful money of the United States of America, in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds, premium, if any, and all unpaid interest thereon to the redemption date;or (b) Non-callable Federal Securities described in clause (a) of the definition thereof, the principal of, premium, if any, and interest on which when due, in the opinion or report of an independent accountant selected by the Authority, which opinion shall be addressed to the Authority and the Trustee, will provide money sufficient to pay the principal of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal and interest become due, provided that in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply such funds to the payment of such principal and interest with respect to such Bonds. Escrows established to provide for the discharge of Bonds pursuant to this Section 10.03 must be sufficient, without reinvestment, to pay all principal and interest as scheduled thereon,including to the date of redemption. Section 10.04. Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the principal of, or interest on, any Bonds and remaining unclaimed for two (2) years after the principal of and interest on all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as,provided in this Indenture), if such moneys were so held at such date, or two (2) years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Authority free from the trusts created by this Indenture upon receipt of an indemnification agreement acceptable to the Authority and the Trustee indemnifying the Trustee with respect to claims of Owners of Bonds which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail,by first class mail postage prepaid,to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented 38 and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof. 39 ARTICLE XI Miscellaneous Section 11.01. Liability of Authority Linzited to Revenues. Notwithstanding anything in this Indenture or in the Bonds contained,neither the Authority nor any member thereof shall be required to advance any moneys derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes hereof any funds of the.Authority which may be made available to it for such purposes. . Section 11.02. Successor Is Deemed Included in All References to Predecessor. Whenever in this Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of-the Authority or the. Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 11.03: Limitation of Rights. Nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, the County,and the Owners of the Bonds,any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the County and the Owners of the Bonds. Section 11.04. Waiver of Notice, Requirement of Mailed Notice. 'Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever in this Indenture any notice shall be required to be given by mail, such requirement shall be satisfied by the deposit of such notice in the United. States mail, postage prepaid,by first class mail. Section 11.05. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, upon the Written Request of the Authority, in lieu of such cancellation and delivery, destroy such Bonds (in the presence of an officer of the Authority, if the Authority shall so require) as may be allowed by law,and deliver a certificate of such destruction to the Authority. Section 11.06. Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect,then such provision or provisions:shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable. 40 Section 11.07. Notices. All notices or communications herein required or permitted to be given to the Authority or the Trustee shall be in writing and shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited, postage prepaid, in a post office letter box but shall be effective only upon actual receipt thereof, addressed as follows: If to the Authority: County of Contra Costa Public Financing Authority 625 Court Street Martinez, California 94501 Attention: Auditor-Controller Fax: (925) 646-2649 If to the Trustee: BNY Western Trust Company 550 Kearny Street, Suite 600 San Francisco, California 94108 Attention: Corporate Trust Department Fax: (925) 399-1647 Section 11.08. Evidence of Riglits of Bond Ozvners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bond Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the----... . execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of registered Bonds shall be proved by the Registration Books. Any request,consent,or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon. Section 11.09. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture,Bonds which are known by the Trustee to be owned or held by or for the account of the Authority or the County, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by,or under direct or indirect common control with, the Authority or the County or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding. for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the.satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the County or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 41 Section 11.10. Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest,principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment,be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject,however, to the provisions of Section 10.04 but without any liability for interest thereon. Section 11.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds.and accounts shall at all times be maintained in accordance with corporate trust standards to the extent practicable, and with due regard for the requirements.of Section 6.05 and for the protection of the security of the Bonds and the rights of every Owner thereof. Section 11.12. Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day,with the same affect as if such payment were made on such non- Business Day. Section 11.13. Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member, officer,agent or employee from the performance of any official duty provided by law or by this Indenture. Section 11.14. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original;and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed,shall together constitute but one and the same instrument. Section 11.15. Governing Laws. This Indenture shall be governed by and construed in accordance with the laws of the State. 42 IN WITNESS WHEREOF, the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY has caused this Indenture to be signed in its name by its Treasurer and attested by its Secretary, and BNY WESTERN TRUST COMPANY, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Treasurer Attest: Secretary BNY WESTERN TRUST COMPANY, as Trustee By: Authorized Officer 43 EXHIBIT A FORM OF BOND No. ---- COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY 2001.Revenue Bonds (Reassessment District of 2001) RATE OF INTEREST: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: _% September 2, —, 2001 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above or on any earlier redemption date,. the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Rate of Interest identified above in like lawful money from the date hereof, which date shall be the Interest Payment Date (as hereinafter defined)next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to February 15, 2001, in which event it shall bear interest from the Original Issue Date identified above; provided, liowever, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on March 2 and September 2 in each year, commencing March 2, 2002 (the "Interest Payment Dates"), until payment of such Principal Amount in full. The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier redemption at the principal corporate trust office of BNY Western Trust Company in San Francisco,California (the "Trust Office") or other location designated by BNY Western Trust Company, as trustee (the "Trustee"). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Bond registration books of the Trustee as of the close of business on the fifteenth calendar day of the month preceding such Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Authority designated the "County of Contra Costa Public Financing Authority Revenue Bonds (Reassessment District of A-1 2001)" (the "Bonds"), limited in principal amount to Million Hundred _____ Thousand Dollars ($ ), secured by an Indenture of Trust dated as of June 1, 2001 (the "Indenture"),by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture),of the rights,duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder;and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by acceptance hereof, assents and agrees. The Bonds are authorized to be issued pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7,Title 1 of the Government Code of the State of California. The Bonds are special obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture. All of the Bonds are equally secured by a pledge of,and charge and lien upon, all of the Revenues and such other moneys and securities, and the Revenues and such other moneys and securities constitute a trust fund for the security and payment of the principal of and interest on the Bonds. The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other moneys and securities as provided in the Indenture. The Bonds have been issued to provide the funds to acquire certain Reassessment Bonds (the "Assessment Bonds") issued by the County of Contra Costa, a political subdivision organized and existing under the Constitution and laws of the State of California (the "County"). The Revenues which secure the Bonds and from which the Bonds are payable consist primarily of amounts derived from the Reassessment Bonds, as more fully set forth in the Indenture. The Bonds maturing on or after September 2, [2010], shall be subject to redemption, at the option of the Authority, from any source of available funds, in whole, or in part among maturities on a pro rata basis and by lot within a maturity, on any Interest Payment Date on or after September 2, 2009, at a Redemption Price equal to the principal amount of the Bonds to be redeemed, plus a redemption premium as set forth in the following table, plus accrued interest to the date of redemption. Dates Redemption Premium September 2, [2009] and March 2, [2010] 2% September 2, [2010] and March 2, [2011] 1% September 2, [2011] and thereafter 0% The'Bonds shall be subject to mandatory redemption on any Interest Payment Date, from the Revenues derived from Principal Prepayments and transfers from the Reserve Fund pursuant to the Indenture, in whole, or in part among maturities as hereinafter set forth in this subsection (b), at a Redemption Price equal to one hundred percent (100%) of the principal amount of the Bonds to be redeemed, plus a redemption premium as set forth in the following table,plus accrued interest to the date of redemption. A-2 Dates Redemption Premium Prior to or on March 2, [2010] 2% September 2, [2010] and March 2, [2011] 1% September 2, [2011] and thereafter 0% The Term Bonds shall also be subject to redemption in whole, or in part by lot, on September 2 in each of the years as set forth in the following table, from deposits made for such purpose pursuant to the Indenture,at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date,without premium, or in lieu thereof shall be purchased pursuant,to the Indenture, in the aggregate respective principal amounts and on the respective dates as set forth in the following table; provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to the above redemption provisions described above, the total amount of all future payments pursuant to the redemption described in this paragraph with respect to such Term Bonds shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such payments on a pro rata basis in denominations of $5,000 as determined by the Authority (written notice of which determination shall be given by the Authority to the Trustee). Sinking Fund Principal Redemption Date Amount To Be (September 2) Redeemed The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the Bond registration books maintained by the Trustee, at least thirty (30) but not more than sixty (60) days prior to the redemption date; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. The redemption price of the Bonds to be redeemed shall be paid only upon presentation and surrender thereof at the Trust Office of the Trustee. From and after the date fixed for redemption of any Bonds, interest on such Bonds will cease to accrue. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges,if any,provided in the Indenture,fully registered Bonds may be exchanged at the Trust Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other authorized denominations. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing,at the Trust Office,but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations,for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such A-3 modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or the amount of principal thereof without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) permit the creation of any lien on the Revenues and other assets pledged under the Indenture, or deprive the Bond owners of the lien created under the Indenture on the Revenues and such other assets, without the consent of the owners of all outstanding Bonds. It is hereby certified that all things, conditions and acts required 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 Constitution and statutes of the State of California and by the Act and the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been manually signed by the Trustee. A-4 IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name and on its behalf by the facsimile signatures of its Treasurer and Secretary all as of the Original Issue Date identified above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Treasurer [SEAL] Attest: Secretary FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture and registered on the Bond registration books. Date: BNY WESTERN TRUST COMPANY, as Trustee By Authorized Signatory A-5 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is _ , the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) _ attorney, to transfer the same on the Bond registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature(s) must be guaranteed by an Note: The signature(s) on this Assignment must eligible guarantor. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-6 EXHIBIT B ALLOCATION OF RESERVE FUND AMONG PRIOR DISTRICTS Prior District Portion of Reserve Fund Allocable* Assessment District No. 1992-1 Mrack Road Improvements Camino Tassajara Area Reassessment District No. 1993-1, East Bates Avenue Reassessment District No. 1993-2, Hidden Pond Road Reassessment District No. 1993-4, Rancho Paraiso *Such percentage amount shall be reallocated proportionately among the remaining Prior Districts when the Bonds allocated to a Prior District have been paid in full. Such reallocation shall be performed by an Independent Financial Consultant. B-1 EXHIBIT C ALLOCATION OF BONDS AMONG PRIOR DISTRICTS Bonds Allocable Prior District Maturity Date Amount Assessment District No. 1992-1 Mrack Road Improvements Camino Tassajara Area Reassessment District No. 1993-1, East Bates Avenue Reassessment District No. 1993-2, Hidden Pond Road Reassessment District No. 1993-4, Rancho Paraiso C-1 13093-05 JH:SM:Idw 03/26/01 04/27/01 4 BOND PURCHASE AGREEMENT COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY 2001 Revenue Bonds (Reassessment District of 2001) June_, 2001 County of Contra Costa Public Financing Authority 625 Court Street Martinez, CA 94501 Ladies and Gentlemen: The undersigned (the "Underwriter") offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the County of Contra Costa Public Financing Authority (the "Authority") which will be binding upon the Authority and the Underwriter upon the acceptance hereof by the Authority. This offer is made subject to its acceptance by the Authority by execution of this Purchase Agreement and its delivery to the Underwriter on or before 5:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indentures (as hereinafter defined). Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for offering to the public,and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) (the "Bonds"). The purchase price for the Bonds shall be $ (being the aggregate principal amount of the Bonds ($ ) less an underwriter's discount of $ and less an original issue discount of $ ). Section 2. Description of the Bonds. The Bonds shall be issued pursuant to an Indenture of Trust(the "Indenture") dated as of June 1,2001 by and between the Authority and BNY Western Trust Company, as trustee (the "Trustee") and pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law") and a resolution of the Authority adopted 'on May 22, 2001 (the "Bond Resolution"). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement"). The proceeds of the Bonds will be applied by the Authority to finance the purchase of the County's "County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001)" (the "Reassessment Bonds"), which Reassessment Bonds will be payable from reassessments levied and collected in the County's Reassessment District of 2001 (the "Reassessment District"); and The Reassessment Bonds will be purchased by the Authority from the County in accordance with a Bond Purchase Contract dated the date hereof (the "Reassessment Bonds Purchase Contract"),by and between the Authority and the County. Section 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. Section 4. Delivery of Official Statement. The Authority has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Agreement, copies of the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement"). Such Preliminary Official Statement is the official statement deemed final by the Authority for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") and approved for distribution by resolution of the Authority. The Authority shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. Within seven (7) business days from the date hereof, the Authority shall deliver to the Underwriter a final Official Statement, executed on behalf of the Authority by an authorized representative of the Authority and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the Authority and the Underwriter. The Authority will undertake, pursuant to the Indenture, Securities and Exchange Commission Rule 15c2-12 (the "Rule") and a continuing disclosure certificate executed by the Authority for and on behalf of itself and the County (the "Continuing Disclosure Certificate"), to provide certain annual financial information 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 final Official Statement. Section 5. The Closing. At 8:00 a.m., California time, on 2001, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority, the County and the Underwriter, the Authority will deliver (i) the Bonds in definitive form to the Underwriter at The Depository Trust Company in New York, New York, or such other location as may be specified by the Underwriter, with CUSIP identification numbers printed thereon,in fully registered form and registered in the name of Cede & Co., and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall,A Professional Law Corporation, San Francisco, California or another place to be mutually agreed upon by the Authority, the County and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by federal funds wire payable to the order of the Trustee on behalf of the Authority. This payment and delivery, together with the delivery of the aforementioned documents,is herein called the "Closing." The Bonds will be delivered in denominations of one Bond for each maturity of the Bonds, all registered in the name of Cede&Co., as nominee for The Depository Trust Company. The Bonds will be made available to the Underwriter for inspection not less than 24 hours prior to the Closing. -2- Section 6. Representations, Warranties and Covenants. The Authority represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authority. The Authority is a joint powers authority duly organized and existing under the laws of the State of California, with full right,power and authority to execute,deliver and perform its obligations under this Purchase Agreement,the Indenture,the Reassessment Bonds Purchase Contract and the Continuing Disclosure Certificate (together, the "Authority Documents") and to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement. (b) Due Authorization and Approval. By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the Authority and the other parties thereto, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Authority has complied, and will at the Closing be in compliance in all respects, with its obligations under the Authority Documents. (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the final Official Statement is, and at all times subsequent to the date of the final Official Statement up to and including the Closing will be,true and correct in all material respects, and the Preliminary Official Statement and the final Official Statement contain, and up to and including the Closing will contain,no misstatement of any material fact and do not; and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made,not misleading: (d) Underwriter's Consent to Amendments and Supplements to Official Statement. The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment or decree or any indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject,which breach or default adversely affects the ability of the Authority to perform its obligations under the Authority Documents,and no event has occurred and is continuing which,with the passage of time or the giving of notice, or both, would constitute such a default under any such instrument; and, as of such times, except as disclosed in the Official Statement, the -3- authorization,execution and delivery by the Authority of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment, decree, license, permit,indenture,loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien,charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument,except as may be provided by the Authority Documents. (f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,before or by any court, government authority, public board or body, pending with respect to which the Authority has been served with process or known by the Authority to be threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority and its authority to pledge the revenues securing the Bonds; (iii) which may result in any material adverse change relating to the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the final Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the final Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no known basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through(iv) of this sentence. (g) Continuing Disclosure. Neither the County nor the Authority has ever failed to comply with any obligation to provide continuing disclosure pursuant to the Rule. Section 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and covenants herein and the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds shall be subject to the following additional conditions: (a) Bring-Down Representation. The representations, warranties and covenants of the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing,as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing(i) the Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the consent of the Underwriter, such consent not to be unreasonably withheld, and (ii) there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in -4- connection with the transactions contemplated by this Purchase Agreement, the Official Statement and the Authority Documents. (c) Issuance and Purchase of Reassessment Bonds. Concurrent with the issuance of the Bonds and the purchase thereof by the Underwriter in accordance with this Purchase Agreement, the County shall have issued the Reassessment Bonds and delivered the Reassessment Bonds to the Trustee for the Bonds under and in accordance with the Reassessment Bonds Purchase Contract, and all conditions set forth in the Reassessment Bonds Purchase Contract to the issuance and delivery of the Reassessment Bonds shall have been satisfied. (d) Closing_Documents. At or prior to the Closing, the Underwriter shall receive each of the documents identified in Section 8. Section 8. Closing Documents. In addition to the other conditions to the Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds, at or before the Closing the Underwriter shall receive each of the following documents, provided that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof shall be conclusive evidence that the requirements of this Section 8 shall have been satisfied or waived by the Underwriter. (a) Bond Opinion. An approving opinion of Jones Hall, A Professional Law Corporation,San Francisco, California ("Bond Counsel") dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the Authority may be relied upon by the Underwriter to the same extent as if such opinion were addressed to the Underwriter. (b) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect: (i) This Purchase Agreement, the Reassessment Bonds Purchase Contract and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Authority and, assuming the due authorization and execution by the other parties thereto,constitute the valid, legal and binding agreements of the Authority, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors'rights generally. (ii) The statements contained in the Official Statement under the headings "THE BONDS" (other than the subheading "DTC and the Book-Entry System"), "SECURITY FOR THE BONDS AND FLOW OF FUNDS", and "TAX MATTERS" and in Appendix A and Appendix D to the Official Statement, are accurate, insofar as such statements purport to summarize certain provisions of the Bonds, the Reassessment Bonds, the Indenture, the Fiscal Agent Agreements relating to the Reassessment Bonds or Bond Counsel's opinion with respect to federal tax law. (iii) The Bonds are exempt from registration under the Securities Act of 1933,as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. -5- (c) Authority Counsel Opinion. An opinion of the County Counsel, in its capacity as Counsel to the Authority, dated the date of the Closing and addressed to the Underwriter,substantially to the following effect: (i) The Authority is a joint powers authority duly organized and validly existing under the laws of the State of California. (ii) The Bond Resolution has been duly adopted, is in full force and effect and has not been modified,amended or rescinded. (iii) The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute legal, valid and binding obligations of the Authority, enforceable upon the Authority in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy,insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (iv) Without conducting an independent investigation, except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court,governmental authority or body,pending with respect to which the Authority has been served with process or known to be threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Authority Documents or contesting the authority of the Authority to enter into or perform its obligations under any of the Authority Documents, or under which a determination adverse to the Authority would have a material adverse effect upon the financial condition or the revenues of the Authority,or which,in any manner, questions the right of the Authority to pledge the Revenues to the payment of the Bonds. (d) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Authority and the Underwriter, to the effect that: (i) The Trustee is a California banking corporation, duly organized and validly existing under the laws of the State of California, having full power to enter into,accept and administer the trust created under the Indenture. (ii) The Indenture has been duly authorized,. executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the . Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy,insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (e) Authority Certificate. A certificate of the Authority, dated the date of the Closing,signed on behalf of the Authority by the Executive Director, Treasurer or other duly authorized officer of the Authority to the effect that: (i) The representations, warranties and covenants of the Authority contained herein are true and correct in all material respects on and as of the -6- date of the Closing as if made on the date of the Closing and the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the date of the Closing. (ii) No event affecting the Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made,not misleading. (iii) Except as otherwise disclosed in the Official Statement and to the best knowledge of such signing officer without conducting an independent investigation, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending . with respect to which the Authority has been served with process or known to be threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Authority.Documents or contesting the authority of the Authority to enter into or perform its obligations under any of the Authority Documents, or under which a determination adverse to the Authority would have a material adverse effect upon the financial condition or the revenues of the Authority,or which,in any manner,questions the right of the Authority to pledge the Revenues to the payment of the Bonds. (f) Trustee Certificate. A certificate of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) The Trustee is duly organized and existing as a California banking corporation in good standing under the laws of the State of California,having the .. . __ full power and authority to enter into and perform its duties under the Indenture. (ii) The Trustee is duly authorized to enter into the Indenture and the Escrow Agreement. (iii) To its best knowledge after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental district,public board or body that has been served on the Trustee or threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Trustee or contesting the powers of the Trustee or its authority to enter into and perform its obligation under the Indenture and the Escrow Agreement. (g) Coutity Certificate. A certificate of the County, dated the date of the Closing, signed on behalf of the County by an authorized officer of the County, to the effect that: (i) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the County has been served with process or known to be threatened, wherein an unfavorable decision, ruling or finding would: (A) affect the creation, organization, existence or powers of the County, -7- or the titles of its members and officers to their respective offices, (B) in any way question or affect any of the rights, powers, duties or obligations of the County with respect to the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Reassessment Bonds, or (C) in any way question or affect any authority for the issuance of_the Reassessment Bonds, or the validity or enforceability of the Reassessment Bonds or the documents or resolutions pursuant to which they were issued; (ii) To the best of its knowledge, no event affecting the County has occurred since the date of the Official Statement which should be disclosed in the Official Statement in order to make the statements therein with respect to the County, the Reassessment Bonds or the Reassessment Districts not misleading in any respect; (h) Original Executed Documents. An original executed copy of each of the Authority Documents. (i) Additional Docutnents. Such additional certificates, instruments and other documents as Bond Counsel, the County, the Authority or. the Underwriter may reasonably deem necessary. If the Authority shall be unable to satisfy the conditions contained in this Purchase Agreement,or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under further obligation hereunder, except as further set forth in Section 10. Section 9. Termination Events. The Underwriter shall have the right to terminate this Purchase Agreement,without liability therefor,by written notification to the Authority if at any time between the date hereof and prior to the Closing: (a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of.the Official. Statement to state. a material fact necessary to make the statements in the Official Statement,in the light of the circumstances under which they were made, not misleading; or (b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of.the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee,or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United -8- States Treasury Department, the Internal .Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Authority, or the interest on bonds or notes or obligations of the general character of the Bonds;or (c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental district having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations,as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws,including the Securities Act of 1933, as amended and as then in effect,or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities.generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (f) a general banking moratorium shall have been established by federal or California authorities;or (g) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially.and adversely the ability of the Underwriter to market the Bonds;or (h) the commencement of any action, suit or proceeding described in Section 6(f)(iii) with respect to the Authority which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds;or (i) there shall be in force a .general suspension of trading on the New York Stock Exchange. Section 10. Expenses. The Underwriter shall be under no obligation to pay and the Authority shall pay or cause to be paid the expenses incident to the performance of the obligations of the Authority hereunder including but not limited to (a) the costs of the preparation and printing,or other reproduction (for distribution on or prior to the date hereof) of the Authority Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the Authority and the County; (c) the fees and disbursements of Bond Counsel; (d) the fees and costs of MBIA MuniFinancial in preparing the -9- Official Statement; and (e) the cost of printing of the Preliminary Official Statement and any supplements and amendments thereto and the cost of printing of the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter. The Underwriter shall pay and the Authority shall be under no obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Bonds, including but not limited to (a)reporting fees chargeable by the California Debt and Investment Advisory Commission,and (b) CUSIP Service Bureau fees. Section 11. Notice. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to: E. Wagner & Associates, Inc, 5990 Stoneridge Drive, Suite 103, Pleasanton, California 94588; Attn: Emily Wagner,President. Section 12. Entire Agreement. This Purchase Agreement, when accepted by the Authority,shall constitute the entire agreement betw=een the Authority and the Underwriter and is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of any Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the Authority's representations, warranties and agreements in this Purchase Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter. Section 13. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original,but all such counterparts shall together constitute but one and the same instrument. Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. Section 15. Governing Law. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of California. -10- Section 16. No Assignment. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriter or the Authority without the prior written consent of the other party hereto. E. WAGNER & ASSOCIATES, INC., as Underwriter By: Title: Accepted as of the date first stated above: COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Title: -11- APPENDIX A Maturity Schedule of the Bonds Principal Payment Date Principal Interest (September 2) Amount Rate Yield A-1 APPENDIX B COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY 2001 Revenue Bonds (Reassessment District of 2001) RULE 15c2-12 CERTIFICATE The undersigned hereby certifies and represents that he or she is a duly appointed and acting authorized officer of the County of Contra Costa Public Financing Authority (the "Authority"), and as such is duly authorized to execute and deliver this Certificate and further hereby certifies and confirms on behalf of the Authority as follows: (1) This Certificate is delivered in connection with the offering and sale of the County of Contra Costa Public Financing Authority 2001 Revenue Bonds (Reassessment District of 2001) (the 'Bonds") in order to enable the underwriter of the Bonds to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement (the "Preliminary Official Statement"). (3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted — Omissions,deemed final within the meaning of the Rule. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this day of 2001. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Title: B-1 j 13093-05 JH:SM:Idw 3/26/01 4/27/01 COUNTY OF CONTRA COSTA Reassessment District of 2001 ESCROW DEPOSIT AND TRUST AGREEMENT THIS ESCROW DEPOSIT AND TRUST AGREEMENT (the "Agreement") is dated as of June 1, 2001 in connection with the issuance of County of Contra Costa Limited Obligation Refunding Bonds, Series 2001 (Reassessment District of 2001) (the 'Bonds"), and is entered into by and between the COUNTY OF CONTRA COSTA (herein the "County"), a political subdivision, duly organized and existing under and by virtue of the Constitution and laws of the State of California, and BNY WESTERN TRUST COMPANY, as Escrow Holder (the "Escrow Holder"), a California banking corporation having a corporate trust office in San Francisco,,California; WITNESSETH: WHEREAS, the County, by its Resolution No. adopted May.22, 2001 (the "Resolution of Issuance") has authorized the issuance of the Bonds, and therein determined to use the proceeds of the Bonds to retire, in advance of their stated maturities, the Bonds identified in Exhibit A hereto(the"Prior Bonds"),all as described in the Resolution of Issuance; WHEREAS, the County has directed that the Treasurer of the County enter into this Agreement whereby the proceeds of sale of the Bonds, together with other funds held by BNY Western Trust Company, acting as successor paying agent for the Prior Bonds (the "Prior Bonds Agent"), shall be deposited in a special escrow fund (the "Escrow Fund"), an irrevocable escrow created and maintained with the Escrow Holder, such amounts'deposited in the escrow to be invested in Federal Securities and to be in a total amount sufficient, together with investment earnings, to pay and call and redeem the Prior Bonds.and to pay the principal of, premium and the interest on the Prior Bonds; WHEREAS, in furtherance of such redemption, the County wishes to provide for the investment, use and disposition of, interest on the funds deposited into the Escrow Fund to accomplish the timely redemption and payment of the Prior Bonds; and WHEREAS, the Escrow Holder has full powers to act with respect to said irrevocable escrow and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the County and the Escrow Holder agree as follows: Section 1. Definitions. Capitalized terms used herein are used with the meanings assigned to them in the Resolution of Issuance and in the recitals hereof unless the context clearly requires some other meaning. Section 2. Establishment of Escrow; Deposit of Funds. The Escrow Fund is hereby established by the County with the Escrow Holder as an irrevocable escrow to be maintained by the Escrow Holder in escrow for the benefit and protection of the owners of the Prior Bonds. Concurrently with the delivery of the Bonds to the purchaser thereof, an amount of the proceeds thereof, together with a portion of certain other funds held by the Prior Bonds Agent with respect to the Prior Bonds in the amount of$ , all as set forth in Exhibit B hereto, in immediately available moneys, shall be paid by the Prior Bonds Agent to the Escrow Holder for deposit in the Escrow Fund to be used exclusively for the timely redemption of the Prior Bonds. The Prior Bonds Agent is hereby directed by the County to transfer such amounts held by it as set forth in such Exhibit B to the Escrow Holder for deposit as provided herein,with the amount not being so transferred, being $ to be transferred to or upon the direction of the County. The Prior Bonds Agent is further directed to transfer any balance of funds held by it with respect to the Prior Bonds together with any interest earnings received with respect thereto received on and after the date of delivery of the Bonds to the County for deposit into the Redemption Fund for the Bonds. If at any time the Escrow Holder shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Holder shall notify the County of such fact and the County may, in its sole discretion, promptly cure such deficiency. The Escrow Holder shall not be liable for any such deficiency. Section 3. Purchase of Federal Securities. (A) The Escrow Holder shall use such portion of the amounts deposited in the Escrow Fund pursuant to Section 2 to acquire in its own name, as Escrow Holder, the Federal Securities described in Exhibit "C" attached hereto and by this reference incorporated herein, and shall hold any remaining amount of $ in cash uninvested. The Escrow Holder is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in demand deposit accounts, without payment for interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Holder. (B) The Escrow Holder may solely at the written direction of the County invest and reinvest in Federal Securities and any moneys remaining from time to time in the Escrow Fund until they are needed, provided, however, that such moneys shall be reinvested in United States Treasury Securities - State and Local Government Series maturing no later than the dates specified in Exhibit "C" hereto at an interest rate of zero percent (0%), or for such maturities or at such interest rates as the Escrow Holder shall be directed by certificate of the County but only if such certificate shall be accompanied by an opinion of nationally recognized bond counsel that investment in accordance with such certificate will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. Sectioti 4. Payment for and Use of Federal Securities. Payment for the Federal Securities referred to in Section 3 shall be conclusively evidenced by the Escrow Holder's execution and delivery of an acknowledgment of payment. The Federal Securities and the interest thereon shall be used to satisfy the requirement of payment and discharge.of the Prior Bonds in lawful money of the United States of America and shall be held by the Escrow Holder solely for redemption and payment of the Prior Bonds. Sectiott 5. Retention for, and Payment of, the Prior Bonds. There shall be retained in the Escrow Fund all interest accruing from and principal paid on the Federal Securities deposited therein pursuant to Section 3 hereof to the extent required for the payment of the principal of, premium and interest on the Prior Bonds, and all of the moneys and Federal Securities in the Escrow Fund, except as herein otherwise expressly provided, are hereby irrevocably pledged, in trust,to the payment of the principal of,premium and interest on the Prior Bonds. 2 The County hereby instructs BNY Western Trust Company, acting as successor Paying Agent for the Prior Bonds (the "Prior Bonds Agent"), to pay principal and interest on the Prior Bonds through September 2, 2001 and on September 2, 2001 to redeem the Prior Bonds at the applicable redemption.prices set forth in the Prior Resolutions, as hereinafter defined, and, the Escrow Holder shall transfer to the Prior Bonds Agent from the Escrow Fund such amounts as may be necessary for such purposes, as shown on Exhibit D attached hereto and by this reference incorporated therein.- Any monies remaining in the Escrow Fund established under this Agreement after making all of the payments described in this Section 5 shall be transferred to the County, for deposit into the Redemption Fund for the Bonds. Section 6. Notice of Redemption. The Prior Bonds Agent is hereby directed to give notice of the redemption of the Prior Bonds to the holders thereof in accordance with the provisions of the resolutions authorizing the issuance of the Prior Bonds, as identified in Exhibit A hereto (the "Prior Resolution") so that redemption shall occur strictly in accordance with the applicable provisions thereof. Section 7. Substitution of Federal Securities. The County may at any time direct the Escrow Holder to substitute noncallable Federal Securities then issued by the United States of America (constituting direct obligations of the United States of America) for any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution shall be accompanied with a certification of an independent certified public accountant or firm of certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make .the payments specified in Section 5 hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel that the substitution will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, such excess shall be paid to the County. Section 8. Limited Power of Escrow Holder; Permitted Investments. Except as herein otherwise expressly provided, the Escrow Holder shall have no power or duty to make substitutions of the Federal Securities, or to sell, transfer or otherwise dispose of the Federal Securities. Section 9. No Arbitrage. The County hereby covenants that no part of the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any bonds of the County or the County of Contra Costa Public Financing Authority to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and regulations promulgated thereunder. Section 10. Records. The Escrow Holder will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Federal Securities accruing to the Escrow Holder hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Bonds. Section 11. Proper Filings. The County will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation 3 statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Holder, the moneys and Federal Securities hereby pledged, or intended so to be or which the County may be or may hereafter become bound to pledge, convey or assign to the Escrow Holder or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 12. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Holder shall, upon the written request of the City, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Section 13. Termination; Unclaimed Funds. Notwithstanding any other provision of this Agreement any money held by the Prior Bonds Agent for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the County upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the County for the repayment thereof, and liability of the Escrow Holder with respect to such money shall thereupon cease. In the event of the repayment of any such money to the County as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the County, without interest. Notwithstanding the foregoing the Escrow Holder shall, upon the written request of the County repay such money to the County at any time earlier than two (2) years, if failure to repay such money to the County, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the County shall be placed by the County in the Redemption Fund for the Bonds and used for credit on debt service on the Bonds. Section 14. No Implied Duties; No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the County, the Escrow Holder, the Prior Bonds Agent and the holder of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the County, the Escrow Holder and the holders of the Prior Bonds. The Escrow Holder shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Holder. Section 15. Immunities and Liabilities of Escrow Holder. (A) The Escrow Holder shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Holder is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Holder may consult with counsel of its own choice (which may be counsel to the County) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (C) The Escrow Holder shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. 4 (D) The Escrow Holder may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Holder, and may engage or be interested in any financial or other transaction with the County. (E) The Escrow Holder shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. (F) The Escrow Holder shall not be liable for any action or omission of the County under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of this Agreement the Escrow Holder shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be deemed to be conclusively proved and established by a certificate of an Authorized Official of the County, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be full warrant to the Escrow Holder for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Holder may at any time resign by giving written notice to the County of such resignation. The County shall promptly appoint a successor Escrow Holder by the resignation date. Resignation of the Escrow Holder will be effective only upon acceptance of appointment by a successor Escrow Holder. If the County does not appoint a successor, the Escrow Holder may petition any court of competent jurisdiction for the appointment of a successor Escrow Holder, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Holder. After receiving a notice of resignation of an Escrow Holder, the county may appoint a temporary Escrow Holder to replace the resigning Escrow Holder until the County appoints a successor Escrow Holder. Any such temporary Escrow Holder so appointed by the County, shall immediately and without further act be superseded by the successor Escrow Holder so appointed. (I) The County agrees to indemnify the Escrow Holder, its agents and its officers or employees for and to hold the Escrow Holder, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Holder) which may be imposed on, incurred by, or asserted against the Escrow Holder at any time by reason of the performance of its duties as Escrow Holder hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Holder's or its officers' or employees' or agents' negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Holder. 5 (J) All notices, certificates or other communications hereunder with the Escrow Holder shall be addressed to the Escrow Holder at: BNY Western Trust Company 550 Kearny Street,Suite 600 San Francisco,California 94108 Attention: Corporate Trust Department Section 16. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Sectloti 17. Fees. The Escrow Holder's fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Holder shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Holder shall in no event be deducted from the Escrow Fund. Section 18. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or.unenforceable provisions has never been contained herein. Section 19. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the Agency and the Escrow Holder shall preserve undestroyed,shall together constitute but one and the same instrument. Section 20. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Sectioti 21. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. 6 IN WITNESS WHEREOF, the County and the Escrow Holder have each caused this Agreement to be executed by the duly authorized officers thereof and have caused the corporate seal to be affixed hereto and attested as of the date first above written. COUNTY OF CONTRA COSTA By: BNY WESTERN TRUST COMPANY, as Escrow Holder By: Authorized Officer 7 AS6 a CD tz R •N a ° o W o j o Ej Jt" U' "Z vN x, � w � U m Vim .-+ �✓ oW GUrnN �a �yc6ano� a J cJ� r bo r R U Q a F y o O y �� o � pNo� 002 � �GTs'� �•��, po � N JUpcn A awl � N M Nz,' a` W � O , `z v r Z ca u y 10 Ln O ON `f' N Ln to � W r EXHIBIT B COUNTY OF CONTRA COSTA Reassessment District of 2001 DESCRIPTION OF DEPOSIT OF FUNDS RELATING TO PRIOR BONDS B-1 EXHIBIT C COUNTY OF CONTRA COSTA Reassessment District of 2001 DESCRIPTION OF FEDERAL SECURITIES Maturity Par Tuve Date Amount Yield Cost C-1 s EXHIBIT D COUNTY OF CONTRA COSTA Reassessment District of 2001 PAYMENT AND REDEMPTION SCHEDULE OF PRIOR BONDS Payment Principal Redemption Total Date Principal Interest Redeemed Premium Payment D-1