Loading...
HomeMy WebLinkAboutRESOLUTIONS - 05011984 - 84-259 CCf-22b (rev. ) 3997s RESOLUTION NO. �� a OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA CALIFORNIA RESOLUTION APPROVING AMENDED AND RESTATED FACILITY LEASE (CAPITAL PROJECT III ) RENTAL SCHEDULE, APPROVING FORMS OF AND AUTHORIZING EXECUTION OF CERTIFICATE PURCHASE AGREEMENT, APPROVING ISSUANCE OF CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT III, APPROVING 'SALE OF AND OFFICIAL STATEMENT FOR SAID CERTIFICATES OF PARTICIPATION, APPROVING ASSIGNMENT OF A PORTION OF A LEGAL SERVICES CONTRACT AND AUTHORIZING EXECUTION OF NECESSARY CERTIFICATES. WHEREAS, this Board of Supervisors, by Resolution No. 84/195, adopted April 3, 1984, approved the forms of and authorized execution of a Site Lease (Capital Project III ) , an Amended and Restated Facility Lease (Capital Project III ) , a Trust Agreement, a Capital Project III Purchase Agreement and a Contract to Purchase Options; and WHEREAS, said Resolution No. 84/195 approved the sale by the Board of Retirement of the Contra Costa County Employees Retirement Association, organized and existing under the County Employees Retirement Law of 1937 (herein ,(S 00 21-0 v l called the "Retirement Board" ) , to Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (herein called the "Corporation" ) , of all right, title and interest of the Retirement Board in the Site Lease and in the Facility Lease approved by said Resolution No. 84/195 and in the County Administration Building, located at 651 Pine Street, Martinez, California, and the Pleasant Hill County Building, located at 1750 Oak Park Boulevard, Pleasant Hill, California (said two buildings being herein called "Capital Project III" ) ; and WHEREAS, under said Amended and Restated Facility Lease (Capital Project III ) (herein called the "Facility Lease" ) , the County would be obligated to make base rental payments to the Corporation for the lease of Capital Project III; and WHEREAS, it is proposed that all rights to receive such base rental payments (together with the additional rental payments provided for in the Facility Lease) will be assigned without recourse by the Corporation to a trustee pursuant to an agreement, entitled "Assignment Agreement" and tentatively dated as of May 1, 1984; and WHEREAS, under said Trust Agreement Bank of America National Trust and Savings Association, as trustee, will execute and deliver certificates of participation (herein called the "Certificates of Participation" ) in an amount equal to the aggregate principal components of such base 2 00 211 rental payments, each evidencing and representing a fractional undivided interest in such base rental payments, and will use the proceeds to pay to the Retirement Board the amounts to be payable under said Capital Project III Purchase Agreement; and WHEREAS, Bank of America National Trust and Savings Association, as purchaser, has submitted to the County and the Corporation an agreement (herein called the "Certificate Purchase Agreement" ) to purchase the Certificates of Participation; and WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions hereinafter authorized; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. All of the recitals herein contained are true and correct and this Board of Supervisors so finds. Section 2 . This Board of Supervisors hereby finds and determines that it is in the public interest, convenience and welfare and for the common benefit of the inhabitants of the County for the County and the Corporation to enter into the Certificate Purchase Agreement. Section 3. The schedule of Base Rental payments to be paid by the County to the Corporation pursuant to the 3 00 212 Facility Lease, as submitted to this Board of Supervisors, is hereby approved. Section 4. The form of agreement, dated April 24, 1984 and entitled "Certificate Purchase Agreement Relating to $13, 800, 000 1984 Certificates of Participation for Capital Project III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) , " between the Corporation, the County, Bank of America National Trust and Savings Association, as purchaser, and Bank of America National Trust and Savings Association, as trustee, submitted to this Board of Supervisors, and the terms and' conditions thereof, are hereby approved. The Clerk of the Board of Supervisors is directed to file a copy of said form of agreement with the minutes of this meeting, and the Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized and directed to execute and deliver an agreement in substantially said form. Section 5. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized to make such changes to said Certificate Purchase Agreement prior to the execution thereof as may be required in the interest of the County where such changes do not materially increase the obligation of the County or where such changes are first approved by resolution of this Board of Supervisors. 4 00 213 Section 6. Certificates of Participation, in an aggregate principal amount of $13, 800,000, proposed to be executed and delivered by the Trustee under said Trust Agreement to Bank of America National Trust and Savings Association, as purchaser, and an official statement, dated April 24, 1984, describing the Certificates of Participation, submitted to this Board of Supervisors, are hereby approved. The proposed sale of the Certificates of Participation, representing interest at the interest rates set forth in the Certificate Purchase Agreement, for cash at par value (less a discount of $380, 000) , is hereby approved. Section 7. The assignment by the County to the Corporation of the portion of the contract for the performing of legal services between Orrick, Herrington & Sutcliffe, A Professional Corporation, and the County, dated March 9, 1982, relating to the Certificates of Participation (the Corporation assuming the obligation to make payments due and to be due under such portion of the contract) , be and it is hereby approved. The Chairman and the Clerk of the Board of Supervisors are authorized and directed to execute the appropriate documents evidencing such assignment. Section 8. The officers of the County are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the 5 00 214 terms and intent of this Resolution. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the County be and they are hereby authorized and directed to execute and deliver any and all certificates and representations, including signature certificates, no-litigation certificates, arbitrage bond certificates and certificates concerning the contents of the Official Statement distributed in connection with the sale of the Certificates of Participation, necessary and desirable to accomplish the transactions set forth above. Section 9. This resolution shall take effect from and after its date of adoption. PASSED AND ADOPTED this 1st day of May, 1984. Chairman of the Board of Supervisors of the County of Contra Costa, State of California [Seal ] ATTEST: J. R. Olson, County Clerk and ex-officio Clerk of the Board of Supervisors Bye eputy Clerk of th Board of Supervisors of the County of Contra Costa, State of California 6 00 21D CLERK' S CERTIFICATE I, A. Joseph Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 1st day of May, 1984, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: Supervisors Powers , Fanden, Schroder, Torlakson NOES: None ABSENT: Supervisor McPeak I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. 00 216 WITNESS my hand and the seal of the County of Contra Costa this 1st day of May 1984. Detv6tlerk of the Bo rd of Supervisors of the County of Contra Costa, State of California [Seal ] 2 00 217 CERTIFICATE PURCHASE AGREEMENT RELATING TO $13 ,800, 000 1984 CERTIFICATES OF PARTICIPATION FOR CAPITAL PROJECT III (651 PINE STREET AND 1750 OAR PARK BOULEVARD COUNTY BUILDINGS) May 1 , 1984 by and among HANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, COUNTY OF CONTRA COSTA, CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION, and HANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee 00 218 THIS CERTIFICATE PURCHASE AGREEMENT (this "Agreement" ) ,. dated May 1 , 1984 , among Bank of America National Trust and Savings Association, a national banking association (the "Purchaser" ) , the County of Contra Costa, a political subdivision of the State. of California (the "County" ) , Contra Costa County Public Facilities Corporation, a California nonprofit public benefit corporation (the "Corporation" ) , and Bank of America National Trust and Savings Association, as trustee under the Trust Agreement hereinafter referred to (the "Trustee" ) , providing for the purchase of $13 ,800 , 000 aggregate principal amount of 1984 Certificates of Participation for Capital Project III (651 Pine Street and 1750 Oak Park Boulevard County Buildings) (the "Certificates" ) , each evidencing a fractional undivided interest in base rental payments to be made by the County under an Amended and Restated Facility Lease (Capital Project III ) , dated as of May 1 , 1984 (the "Amended Facility Lease" ) , between the County and the Board of Retirement of the Contra Costa County Employees Retirement Association (the "Association" ) , WITNESSETH: WHEREAS, the County and the Association have entered into a Site Lease (Capital Project III) , dated as of May 1 , 1984 (the "Site Lease" ) , providing for the lease by the County to the Association of the two parcels of real property commonly known as 651 Pine Street, Martinez, California and 1750 Oak Park Boulevard, Pleasant Hill, California and of the 14 . 8% undivided ownership interest of the County in the 1750 Oak Park Boulevard Building; and WHEREAS, the County and the Association have entered into a Contract to Purchase Options , dated as of May 1 , 1984 (the "Contract" ) , providing for the sale by the County to the Association of the County' s options to purchase the 651 Pine Street Building and an undivided 85 . 24 ownership interest in the 1750 Oak Park Boulevard Building; and WHEREAS, the County and the Association have entered into the Amended Facility Lease for the purpose of providing for the lease by the Association to the County of the aforesaid parcels of real property and two office buildings located thereon; and WHEREAS, the Association has transferred to- the Corpotation all of its right, title and interest in and to the Site Lease, the Amended Facility Lease, and the 651 Pine Street and the 1750 Oak Park Boulevard Buildings pursuant to an agreement entitled "Capital Project III Purchase Agreement , " dated as of May 1 , 1984, between the Association and the Corporation (the "Purchase Agreement" ) , and 00 219 _1� WHEREAS, the Corporation has assigned to the Trustee all its rights to receive rental payments under the Amended Facility Lease pursuant to an Assignment Agreement, dated as of May 1, 1984, between the Corporation and the Trustee (the "Assignment Agreement" ) ; and WHMMAS, the County, the Corporation and the Trustee have entered into a Trust Agreement, dated as of May 1 , 1984 (the "Trust Agreement" ) , appointing the Trustee and providing, inter alis, for the execution and delivery of the Certificates; Wd WHEREAS, the Purchaser has agreed to buy the Certificates on the terms and conditions set forth in this Agreement; 1;0W, THEREFORE, in consideration of the premises , the parties hereto do hereby agree, as follows: Section 1 . Obligation to Buy the Certificates , The Purchaser agrees to buy, and the Trustee agrees to execute and deliver, $13 , 800 , 000 aggregate principal amount of Certificates having the payment dates and bearing interest at the rates set forth below: Payment Interest Payment Interest Date Principal Rate Date Principal Rate 02/01/85 $ -- 02/01/95 $ 300, 000 9 . 90% 08/01/85 135, 000 7 . 00! 08/01/95 315, 000 9 . 90 02/01/86 140 , 000 7 . 50 02/01/96 330 ,000 10 . 00 OS/o1/86 145 , 000 7 . 50 08/01/96 350 ,000 10 . 00 02/01/87 150 , 000 8 . 00 02/01/97 365 ,000 10 . 00 08/01/87 155 , 000 8 . 00 08/01/97 385 ,000 10 . 00 02/01/8s 165, 000 8 . 25 02/01/98 405, 000 10 . 10 08/01/88 170 ,000 8 . 25 ' 08/01/98 425 ,000 10 , 10 02/01/89 175, 000 8 . 50 02/01/99 445, 000 10 .20 08/01/89 185 , 000 . 8 . 50 08/01/99 470 , 000 10 . 20 02/01/90 190 , 000 8 , 75 02/01/00 490 ,000 10 . 25 08/01/90 200 , 000 8 . 75 08/01/00 520, 000 10 . 25 02/01/91 210 , 000 9 . 00 02/01/01 545 , 000 10 . 25 08/01/91 220 , 000 9 . 00 06/01/01 570, 000 10 . 25 02/01/92 230 , 000 9 . 25 02/01/02 600 ,000 10 . 25 08/01/92 240 , 000 9 . 25 08/01/02 630, 000 10 . 25 02/01/93 250 ,000 9 . 50 02/01/03 665, 000 10 . 25 08/01/93 260 , 000 9 . 50 08/01/03 700 , 000 10 . 25 02/01✓94 275, 000 9 . 75 02/01/04 735, 000 '10 . 25 08/01/94 290, 000. 9. 75 08/01/04 770 , 000 10 . 25 The Purchaser shall not be under any obligation under this Agreement to purchase -lose than all of the $13 ,800 , 000 aggregate principal amount of Certificates . 00 220 -2- s Section 2 . Purchase Price, The purchase price of the Certificates shall be $13 , 420 , 000 plus accrued interest from May 1, .1964 to the date of delivery thereof . Section 3 . DeliverY_ of and Payment for the Certificates . The delivery of the Certificates (the "Closing" ) shall take place at 10 : 00 a.m. Pacific time on May 17, 1984 , at the offices of the Trustee, or at such other. time and place as may be agreeable to the County, the Trustee, the Corporation and the Purchaser . At the Closing, the Trustee shall deliver the Certificates to the Purchaser in definitive form, duly executed, together with the other documents hereinafter mentioned, against delivery of immediately available funds to the order of the Trustee in the amount of the purchase price and accrued interest specified in Section 2 . Section 4 . The Certificates. The Certificates shall be executed in accordance wsth the provisions of the Trust Agreement, shall be in fully registered form, shall be in such authorized denominations and shall be registered in such names as the Purchaser may request no later than five business days before the Closing, and shall be made available to the Purchaser for inspection in San Francisco, California, at least one business day before the Closing, Section 5 , Representations and warranties of the County. The County represents and warrants to the Purchaser that (a) The County is a political subdivision of the. State of California duly created and existing under the Constitution and laws of such state,- and has all necessary power and authority to enter into and perform its duties under the Site Lease, the Contract, the Amended Facility Lease, the Trust Agreement and this Agreement . (b) The Site Lease, the Contract , the Amended Facility Lease, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the County, and each of such agreements constitutes a legal , valid and binding obligation of the County, enforceable against the County in accordance with its terms, subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights , and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Site Lease, the Contract, the Amended Facility Lease, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , Q© 221 -3-- a y provision. of the Constitution of the State of California or any lair, administrative regulation, judgment, decree, order , license, permit, resolution, agreement or other instrument to which .the County is subject or by which it is bound. (d) The statements and information concerning the County contained in the official statement prepared in connection with thepproposed distribution of the Certificates, including the appendices thereto (the "Official Statement" ) , are true and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which such statements were made, not Misleading, Section 6 , Representations and Warranties of the Corporation, The Corporation represents and warrants to the Purchaser that ; (a) The Corporation is a nonprofit public benefit corporation duly organized, existing and in good standing under the laws of the State of California, and has all necessary power and authority to enter into and perform its duties under the Purchase Agreement, the Assignment Agreement, the Trust Agreement and this Agreement , (b) The Purchase Agreement, the Assignment Agreement; the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Corporation, and each of such agreements constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms , subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . (c) The execution and delivery of the Purchase Agreement , the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , the Corporation' s articles of incorporation or bylaws or any law, administrative regulation, judgment , decree, order , license, permit, resolution, agreement or other instrument to which the Corporation is subject or by which it is bound , (d) The statements and -information with respect to the Corporation contained in the Official Statement are true and complete and do' not contain any untrue, statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. 0® 22' old -4- Section 7. Representations and Warranties of the Trustee. a Trustee represents and warrants to the Purchaser t at : (a) The Trustee is a national banking association duly organized and existing under the laws of the United States of America, and has all necessary power and authority to enter into and perform its duties under the Assignment Agreement , the Trust Agreement and this Agreement , (b) The Assignment Agreement, the Trust Agreement and this Agreement have been duly authorized, executed and delivered by the Trustee, and each of such agreements constitutes a legal , valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms , subject to laws relating to bankruptcy or insolvency and other laws affecting creditors ' rights, and by the application of equitable principles if equitable remedies are sought . The Trustee has been duly authorized to execute and deliver the Certificates to the Purchaser pursuant to the terms of the Trust Agreement and this Agreement. (c) The execution and delivery of the Assignment Agreement, the Trust Agreement and this Agreement and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under , the Trustee' s articles of incorporation or bylaws or any law, administrative regulation, judgment , decree, order, license, permit, resolution, agreement or other instrument to which the Trustee is subject or by which it is bound. Section 9 . Certain Covenants . ( a) If , between the date of this Agreement and the Closing, any event shall occur which might cause the Official Statement to contain any untrue statement of a material fact with respect to the County or the Corporation or to omit to state any material fact with respect to the County or the Corporation necessary to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading, then the County or the Corporation, as the case may be, shall notify the Purchaser , and if, in the opinion of the Purchaser, such event requires the preparation and publication of a supplement or amendment to the Official Statement , the County or the Corporation, as the case may be, shall cause the Official Statement to be supplemented in a form and manner approved by the Purchaser . (b) The County and the Corporation shall cooperate with the Purchaser in taking all action necessary for the qualification of the Certificates for offer and sale and the 00 - 223 -S- determination of the eligibility for investment in the Certificates under the securities and legal investment laws of such jurisdictions as the Purchaser shall designate and the continuation of such qualification in effect so long as required for distribution of the Certificates, provided, however, that the foregoing shall not require the County or the Corporation to execute a general consent to service of process in any jurisdiction or the Corporation to qualify as a foreign corporation in any jurisdiction. Section 9 , Conditions Precedent to Closing, The obligation of the Purchaser to buy and pay or the Certificates is subject to the following additional conditions precedent ; ( a) The Site Lease, the Contract , the Amended Facility Lease, the Purchase Agreement, the Assignment Agreement and the Trust Agreement shall each have been executed and delivered in form and substance acceptable to the Purchaser . (b) The Purchaser shall have received the approving opinion, dated the date of Closing, of Orrick, Herrington & Sutcliffe, Special Counsel , in the form set forth as Appendix A hereto . (c) The Purchaser shall have received a supplemental opinion of Special . Counsel , dated the date of Closing, to the effect that the sections of the official Statement entitled "The Certificates , " "Site Lease, " "Amended and Restated Facility Lease, " "Contract to Purchase Options, " "Capital Project III Purchase Agreement, " "Assignment Agreement" and "Trust Agreement, " insofar as such sections purport to summarize certain provisions of such documents, represent an accurate summary of such provisions . (d) The Purchaser shall have received an opinion of Jones, Day, Reavis & Pogue, Purchaser ' s Counsel , dated the date of Closing, to the effect that under existing laws, the Certificates are not required to be registered under the Securities Act of 1933 , as amended, and the Frust Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended. (e) The Purchaser shall have received a letter from Jones, Day, Reavis & Pogue, dated the date of Closing, to the effect that it has participated in various conferences with representatives of the County, the Corporation, and the Purchaser at which the contents of the Official Statement were discussed, and that in the course of its participation in such discussions, no facts came to its attention that cause it to believe that the information contained in the Official Statement (except the financial and statistical information contained therein, as to which such firm need express no opinion) contains any untrue statement of a material fact or 00 224 -6- omits to state any material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading, ( f) The Purchaser shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that , with the exception of the validation proceedings initiated by the Association and the County under Section 860 of the California Code of Civil Procedure in Contra Costa County Superior Court as Civil Case Nos . 258068 and 258069 , respectively, there is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the execution or delivery of the Certificates , the Site Lease, the Contract , the Amended Facility Lease, the Purchase Agreement , the Assignment Agreement or the Trust Agreement or in any way contesting or affecting the validity of the Certificates , the Site Lease, the Contract , the 'Amended Facility Lease, the Purchase Agreement , the Assignment Agreement or the Trust Agreement or any proceedings of the County, the Association or the Corporation taken with respect to the foregoing. (g) The Purchaser shall have received a certificate of the County, signed by the County Clerk, the County Treasurer or the County Counsel of the County, dated the date of Closing, to the effect that ( i) the representations and warranties of the County in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, ( ii) the County has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement, the Site Lease, the Contract , the. Amended Facility Lease and the Trust Agreement on its part to be performed or satisfied at or before the Closing, and ( iii) no Event of Default (as defined in the Amended Facility Lease) has occurred and is - continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default , (h) The Purchaser shall have received a certificate of the Corporation, dated the date of Closing, to the effect that ( i) the representations and warranties of the Corporation in this Agreement were true and complete when made and are true and complete as of the date of Closing, as if made again on the date of Closing, (ii) the Corporation has complied with all agreements and covenants and satisfied all conditions contemplated by this Agreement , the Purchase Agreement , the Assignment Agreement and the Trust Agreement on its part to be performed or satisfied at or before the Closing and ( iii) no Event of Default (as defined in the Amended Facility Lease) has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time or the giving of notice or both, would constitute such an Event of Default . 00 225 ( i) Moody' s Investors Service, Inc. . shall have given the Certificates the rating of "Baal (j ) First American Title Insurance Company, or another title insurance company acceptable to the Purchaser, shall have issued and delivered to the Trustee a policy of title insurance insuring the Corporation' s title to the Demised Promises (as such term is defined in the Amended Facility Lease) in form and substance acceptable to the Purchaser . (k) The Purchaser shall have received such other certificates, instruments or opinions as it may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal , valid and binding nature thereof, as well as compliance of all parties with -the terms and conditions hereof . Section 10 , Events Permitting the Purchaser to Terminate. The Purchaser may terminate its obligation to buy the Certificates at any time before Closing if any of the following occurs : (a) Any legislative, executive or regulatory action or any court decision, which, in the judgment of the Purchaser, casts sufficient doubt on the legality of or the tax-exempt status of interest on obligations such as the Certificates so as materially to impair the marketability or materially to reduce the market price of such obligations . (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Certificates or any instrument securing the Certificates under the Securities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Trust Agreement under the Trust Indenture Act of 1939, as amended . (c) Any restriction on trading in securities , or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Purchaser, substantially impairs its ability to market the certificates . (d) Any event or condition which, in the judgment of the Purchaser , causes the Official Statement , including the financial statementscontained therein, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. 00 226 _Q_ Section 11 . Fees- and -Expenses , (a) The Purchaser shall pay the costs and expenses incurred by it in connection with this financing, including fees paid by it to the California Debt Advisory Commission and advertising and selling expenses, except (i) costs and expenses incurred by it in connection with printing or reproducing the Official Statement and (ii) other cpsts and expenses incurred by Purchaser up to a maximum ofwhich shall be paid as provided in subsection (b) of this Section 11 . (b) Except as provided in subsection (c) of this Section 11 , all other costs in connection with the issuance of the Certificates, including the cost of printing or reproducing the Official Statement and the Certificates , the fees of the Trustee, rating agency fees, the fees and disbursements of Special Counsel and any other experts or consultants retained by the County, and costs and expenses incurred by the Purchaser (other than in connection with printing or reproducing the Of f icial Statement) up to a maximum of 52'4 �) t aq , shall be paid from the proceeds of the Certificates . (c) if the purchase of the Certificates contemplated hereby is not consummated because of any failure of the County or the Corporation to satisfy the terms and conditions hereof , then the County shall reimburse the Purchaser for all costs and expenses incurred by it in connection with printing or reproducing the Official Statement . Section 12. Notices . Any notices to be given to the Trustee under this Agreement shall be given in writing to the Trustee at Bank of America National Trust and Savings Association, 241 Mission Street, San Francisco, California 94143 , Attention; Corporate Agency Division. Any notices to be given the Purchaser shall be given in writing to Bank of America National Trust and Savings Association, 555 California Street, San Francisco, California 94104, Attention: Bank Investment Securities Division. Any notices to be given to the County shall be given in writing to County of Contra Costa, County Administration Building, 651 Pine Street , Martinez , California 94553 , Attention: Clerk of the Board of Supervisors, and any notices to be given to the Corporation shall be given in writing to Contra Costa County Public Facilities Corporation in care of the County at the foregoing address . Section 13 , No Assignment , This Agreement has been made by the Trustee, the Corporation, the County and the Purchaser and no person other than the foregoing and their respective successors and assigns shall acquire or have any right under or by virtue of this Agreement.. All of the 00 227 -9- representations, warranties and agreements contained in this Agreement shall survive the delivery of and payment for the certificates . -- Section 14 . Applicable Law, This Agreement shall be interprets , governed and enforced in accordance with the laws of the State of California. Section 15 . Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof . BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Purchaser By: Title V., P � (SEAL) COUNTY OF CONTRA COSTA Attest : By: By: County Clerk and Kx Chairman of the Board of Officio Clerk of the Supervisors Board of Supervisors Approved as to form: County Counsel By. Deputy County Counsel (SEAL) CONTRA COSTA COUNTY PUBLIC FACILITIES CORPORATION Attest: By: By: Secretary President 00 228 —IO— (SEAL) HANK OF A►MER I CA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Trustee Attest. BY: Title., Title: 2386C 00 220 —11—