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HomeMy WebLinkAboutItem 6.3 COP Civic Center Site 34() - ?D CITY OF DUBLIN _ AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 13 , 19$6 SUBJECT City of Dublin Public Facilities Project No . 1 , 1985 Certificates of Participation EXHIBITS ATTACHED 1) Resolution amending Resolution No . 134-85 and ratifying the actions and documents signed or issued in connection with the issuance of $11 ,96$ ,000 in Certificates of Participation including changes to the Lease Agreement , Trust Agreement , Agency Agreement and Trustee Agreement 2 ) Lease Agreement 3 ) Trust Agreement 4) Agency Agreement 5 ) Trustee Agreement 6) Agreement of Purchase 7 ) Certificate of City Clerk regarding incumbency 8) Signature Certificate and Certificate as to no litigation 9 ) No Arbitrage Certificate of the City of Dublin /YO) Certificate regarding offering statement 11 ) Officers Certificate regarding certain costs of issuance 12) Certificate of Lessor regarding incumbency v13 ) Certificate of Trustee regarding the incumbents signatures , authentication and delivery • /14) Bond Counsel Opinion to Dublin Information, Inc . 15 ) Bond Counsel Opinion to City of Dublin 16) Treasurer' s Receipt 17) Trustee ' s Receipt 18) Purchaser' s Receipt 19) Opinion from City Attorney as to no litigation 20) Letter from City Manager to rating service 21 ) Temporary Certificate 22 ) Certificate of Secretary to Dublin Information, Inc . RECOMMENDATION 1) Adopt Resolution which: a) amends Section 8 of Resolution No . 134-$5 ; b) approves purchase agreement ; c ) requires the City to redeem all outstanding Certificates in the event that the City does not acquire ownership of the Civic Center site by December 31 , 1986; d) ratifies and affirms all acts , actions and documents signed or issued by the City in connection with the issuance of $11 , 968 , 000 in Certificates of Participation and including all such changes in the Lease Agreement , Trust Agreement , Agency Agreement and Trustee Agreement . 2 ) Authorize a temporary loan in the amount of $3 ,100,000 from the City' s Street Improvement Reserve to Dublin Information, Inc . FINANCIAL STATEMENT: See Below DESCRIPTION On December 1$ , 1985 , the City Council adopted Resolution No . 134-55 which approved the issuance , by the City of Certificates of Participation for the Dublin Public Facilities Project No . 1 in the amount of $11 ,968 ,000. This issuance was to be in accordance with the Lease , Agency and Trust Agreements adopted by the City Council as part of its adoption of Ordinance No . 34-85 - e ---------------------------------------------------------------------------- COPIES T0: ITEM N0. Resolution No . 134-85 approved the final form of the Lease Agreement , Agency _Agr..eem.ent._ .and .Trust. . Agreement-. ,sub jec.t__to,.__thos.e-. c hang es ,..-add it.ions-.__or,� _ .... deletions which were recommended by Bond Counsel for the transaction. It also authorized the Mayor or the City Manager to accept the offer made in the Purchase Contract . As you may recall , the City Council determined that the use of Certificates of Participation to finance the acquisition and construction of a civic center would be the most financially advantageous method to the City. In accordance with that decision, the services of an Underwriter and Bond Counsel were secured during the month of December with the hope that the issuance of Certificates of Participation could be accomplished prior to December 31 , 1985 . The City wished to close the issue prior to January 1 due to anticipated legislation which could affect the tax exempt status of Certificates of Participation. Pursuant to City Council direction, Staff, Bond Counsel and the Underwriter were. successful in obtaining a financial rating from Standard & Poors and closing the Certificate of Participation issue on December 31 , 1985 • The City was most fortunate in accomplishing this issuance of Certificates of Participation in such a short time frame. Presently, Bond Counsel will not provide opinions on new issues of Certificates because of the deadlock between the House of Representatives and the United States Senate over the tax reform issue . If the City had not been successful in closing the issue on December 31 , 1985 , it is very likely that the City ' s efforts to finance the acquisition of the Imperial Freeholds property through Certificates of Participation would have to be abandoned and the City would have to pay cash for the purchase . of the property. The City was able to obtain a BBB+ rating from Standard & Poors . However, Standard & Poors required the City to make numerous changes to the Lease and Trust Agreements before it would be willing to provide that rating. These changes and additions have been underlined and noted - in the attached agreements . The substantive changes required by Standard & Poors are as follows : 1 ) As you may recall , the City Council authorized the establishment of a $1 ,000, 000 reserve outside of the Certificates of Participation. This reserve was to be untouched for the 25 year term of the issue . However interest was to accrue to the City. Standard & Poors required the City to increase that reserve to $1 , 300,000. 2 ) The City was required to establish another reserve in the amount of $1 ,800, 000 which is identified as the Debt Service Fund in the Trust i Agreement . This reserve would be maintained for the benefit of the Certificate owners until construction of the project was completed and the City occupies the facilities . At that time , the $1 ,800, 000 would be returned to the. City' s General Fund or other appropriate account . As in the case of the first reserve , all interest accrued by this debt service fund would accrue to the City. 3 ) If the City was unable to acquire ownership of the property prior to December 31 , 1986, all outstanding Certificates would have to be re- deemed. 4) The City was required to covenant to budget and appropriate sufficient funds for the lease payments . 5 ) With respect to insurance , the rating service required that any self- insurance which the City provide be actuarily sound. 6) Use and Occupancy Insurance was required. 7) The City was required to provide self-insurance that is actuarily sound for earthquake insurance or to construct a building which is 80% or better than the earthquake engineering standard as measured by Standard & Poors . 0 8) The City' s ability to invest in any legal investment provided under California law was restricted. Standard & Poors required that any institutions which the-°City- invests with,aother -than the Local Investment Fund have an A or better rating with Moodys and Standard & Poors rating services . In addition to the changes required by Standard & Poors , the Underwriter indicated that several changes to the Trust Agreement were necessary in order to effectively market the City' s Certificates of Participation issue during the last days of December. The most significant change was to restrict the City from an early call on the Certificates for a period of 10 years rather than the 3 years as originally presented to the City Council. First California Regional Securities , the City' s Underwriter indicated that a buyer could not be found that would accept the 3 year call at the time that the City' s Certificate of Participation issue was being marketed. The City' s Underwriter also recommended a change in the payment schedule which would provide for a bulk of the Certificates ($8 , 3$0, 000) coming due in the year 2010. This necessitated the establishment of a Sinking Fund in the Trust Agreement . The Sinking Fund would require the City to make payments annually into the fund from the years 2000 to 2010. The City then has the ability to request that these funds be withdrawn by the paying agent in order to call Certificates which mature in the year 2010 early. Thus , it is to the City' s financial advantage to call Certificates in the amounts shown on Page 15 of the Trust Agreement each year through the term of the issue . If the City did not call these Certificates annually but rather waited to pay the principal in the year 2010, the cost to the City would be an additional $3 , 200 ,000. The Underwriter was able to obtain an average interest rate of 9.167/ for the City. This is quite comparable to the interest ranges published by Delphis Hanover Corporation for other issues as of December 27, 1985 • In Exhibit C of the Lease Agreement , the City' s lease payments between the years 1986 and 2010 are identified. The total lease payments by the City over the. 25 year term of the issue will be $30, 572 , 285 .67. This total is approximately $1 , 500,000 higher than was presented in the analysis to the Council in August , 1985 . However, the City was unable to obtain as favorable an interest rate as anticipated in that scenario . In addition, the City has approximately $2 ,000 ,000 more available to acquire and construct the facility than it had in the original scenario . This is brought about by reducing the overall cost of issuance . Therefore , even with the higher interest rate , the City is in a much better financial position than if it had paid cash for the acquisition of the property and construction of the facility. As shown in the Treasurer' s Receipt , the Certificate of Participation issue was $11 ,968,000. This was reduced by the Underwriter' s Discount of 3 . 3% or $394,944• However, an additional $38,930.68 in accrued interest between December 18 , 1985 and December 31 , 1985 accrued to the City. The total Certificate proceeds received by the City Treasurer was $11 ,611 ,986.68 . Nearly all of this amount has been invested with the State Local Agency Investment Fund. Of that amount , the City has deposited in the Construction Account $11 , 573 ,056 and $38 ,930.68 in the Lease Payment Account . The Construction Account will be reduced by the cost of issuance which includes Bond Counsel ' s fee , printing fees and other miscellaneous fees by approximately $100, 000. Therefore , the City will have approximately $11 ,473 , 000 available to acquire the Imperial Freeholds property and construct a civic center facility. This amount may be increased by any interest which is earned by the proceeds of the Certificates between January 1 and April 18 , the scheduled closing day of escrow. Staff estimates that this amount would be approximately $300,000. If these additional funds were not needed for construction, they could be used toward the City' s lease payments . As indicated above , the City was required to set up 2 reserves totaling $3 .1 million. In order to accomplish this , the City would be required to make a temporary loan to Dublin Information, Inc . The first loan would be for the establishment of a reserve account in the amount of $1 ,300,000 which would remain in effect for the term of the issue . The second fund would be a debt service fund in the amount of $1 , 800,000 which would remain in effect until the construction of the civic center facility had been completed and - occupied. Both of these funds would return to the City provided that the - City continued to make lease payments during construction and the entire term of the issue . ..�......rn^.'y^'•i-.'C ,t.:.-,..�....�.bra. ..-^z.+- •'•.•.�:- �tsro-rw^. 1:-->.....,.y.... Zrr^ -.. .. RESOLUTION NO. - 86 A RESOLUTION OF T-HE CITY COUNCIL OF THE CITY OF DUBLIN -------------------------------------- A RESOLUTION AMENDING SECTION 8 OF RESOLUTION NO. 134-85, ADOPTED DECEMBER 18, 1985 BE IT RESOLVED by the City Council of the City of Dublin, California, that Section 8 of Resolution No. 134-85 be amended as follows : Section 8 . The Purchase Contract presented at this meeting and on file with the City Clerk and the sale of Certificates pursuant thereto are hereby approved. As set forth more fully in the Purchase Contract, the purchase price of the Certificates is $11 ,968 , 000 , representing an aggregate principal amount of $11 , 968 , 000 , plus accrued interest thereon from December 18, 1985 , to date of delivery, and less a discount to be established; interest on the Certificates shall be payable commencing August 1 , 1986 , and semiannually thereafter on each February 1 and August 1 until maturity; the Certificates shall mature on February 1 of each year and in the principal amounts and bear interest at the rates of interest per annum set forth below. Year Amount Rate 1987 $173 , 000 6 . 75 1988 $180, 000 7 . 25 1989 $195 , 000 7 . 50 1990 $205 ,000 7 . 75 1991 $225 , 000 8 . 00 1992 $240 , 000 8 . 20 1993 $260 , 000 8 . 40 1994 $280 , 000 8 . 60 1995 $305 , 000. 8 . 80 1996 $335 , 000 9 . 00 1997 $365 , 000 9 . 00 1998 $395 , 000 9 . 00 1999 $430 , 000 9 . 00 2010 $8 ,380 ,000 9 . 25 Sinking fund payments are hereby established for the mandatory redemption and payment of the Term Certificates maturing on February 1 , 2010 , which payments shall become due during the years ending on the dates and in the amounts as set forth in the following schedule: Year Ending Sinking Fund Year Ending Sinking Fund February 1 Payment February 1 Payment 2000 $470, 000 . 00 2007 $875 , 000 . 00 2001 515 ,000 . 00 2008 955 , 000 . 00 2002 560, 000 . 00 2009 1 ,045,000 . 00 2003 615 , 000 . 00 2010 1,140 , 000 . 00 2004 670, 000 . 00 2005 735, 000 . 00 2006 800 ,000 . 00 All such sinking fund payments shall be deposited in a separate account in the Principal Account hereinafter referred to, which account is hereby established and shall be known as the "Sinking Fund Account" (herein called the "Sinking Fund Account" ) and which account the City hereby agrees and covenants to maintain so long as any Term. Certificates are outstanding. All money in the Sinking Fund Account shall be used and withdrawn by the Paying Agent at any time, upon the Written Request of the City, for the o Y9fikRffiA19Y.kiYfl©"; e _ .xr C!'^'T:[i1�'i£df^{."fi.^4!JrR)A�!`^^+2REn'.1?STC'4rt.C!.3`J,Y9^28'A!513fi?'^1WM14Ri'!;M!:!.4C'iAl'Si}'HL^` .`.'M6L_'v.�f+x:'awe+'b*nwai+h•rUrSraeS.�ww•�c-.ne-v.rtvi-.anT.-�-.w.rw.n...n.men.. '... - . purchase of Term Certificates maturing on February 1 , 2010 , at public or private sale as and when and at such prices as it may in its discretion determine, but not - to exceed the principal amount of such Term Certificates, and all Term Certificates so purchased shall be cancelled. All money in the Sinking Fund Account on February 1 of each year, beginning on February 1 , 2000 , shall be used and withdrawn by the Paying Agent on such February 1 for the mandatory redemption or payment of Term Certificates maturing on February 1 , 2010 , and the City hereby agrees and covenants with the Holders of the Term Certificates to call and redeem or pay Term Certificates maturing on February 1 , 2010 , from sinking fund payments deposited in the Sinking Fund Account pursuant to this paragraph whenever on February 1 in any year , beginning February 1 , 2000 , there is money in the Sinking Fund Account available for such purpose. NOW, THEREFORE, BE IT RESOLVED that Section 8A be added to Resolution No. 134-85 to read as follows : "Section 8A. If the City, for any reason whatsoever, cannot acquire ownership of APN 941-1401-014-'05 ( the site upon which the project will be built ) by December 31 , 1986 , it shall call for redemption, without premium, all outstanding Certificates commencing August 1 , 1987 , BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby ratify and affirm all acts, actions, and documents signed or issued by the City in connection with the issuance of $11 ,968 , 000 Certificates of Participation including all such changes in the Lease Agreement , Trust Agreement, Agency Agreement and Trustee Agreement . PASSED, APPROVED AND ADOPTED this 13th day of January, 1986 . AYES : NOES : ABSENT: Mayor ATTEST: City Clerk 0 ti LEASE AGREEMENT RELATING TO PUBLIC FACILITIES PROJECT NO. 1 by and between DUBLIN INFORMATION, INC. and CITY OF DUBLIN Dated as of December 18, 1985 Certificates of Participation evidencing ownership interests of the owners and holders thereof in and to this Lease Agreement will be delivered in accordance with the providions of a Trust Agreement dated as of December 18, 1985. f�.'L4R'QS1'Kf 2�u�k«w`y.t{('; ,,"'-•. `.}�1p6. +j�a .CFa Stl7:�°`L`.�*�i' � 3+�!-§' .� ! ry '7'4'.. .!'�t d9-ZtVI*xry....�f,�t7x'1w..4 r r d tt� - :+.).•P�';..ii..a Ld.o... .ti.:. ti.4<:4:+::._.-�: .F< a:. _. .. . _. ... ...._,SS: .o::......a.,.._._..r....... } TABLE OF CONTENTS t Page ARTICLE I . RECITALS Section 1.01. Status and Powers of the Lessor 1.1 Section 1.02. Status and Powers of the City 1.1 Section 1.03. Purpose of Agreement 1.1 Section 1.04. Public Benefit 1.1 Section 1.05. Acknowledgment of Status of Land 1.1 ARTICLE II DEFINITIONS AND GENERAL PROVISIONS Section 2.01. Definitions in General 1,2 Section 2.02. Rules of Construction 1.2 ARTICLE III -- LEASE OF PROJECT; LEASE PAYMENTS Section 3.01. Deposit of Moneys 2 Section 3.02. Grant of Easement for Access 2 Section 3.03. Construction of Project 2 Section 3.04. Payment of Project Costs 3 Section 3.05. Commencement of the Lease Term 3 Section 3.06. . Termination of the Lease Term 3 Section 3.07. Enjoyment of Prrrject Section 3.08. Payments to Constitute A Current 4 Expense of the City 4 Section 3.09. Payment of Base Payments 4 Section 3.10. Interest Component 4 Section 3.11. Manner of Payment 5 Section 3.12. Continuation of Lease 5 Section 3.13. Non-appropriation Section 3.14. Disposition of Base Payments and Additional Payments 5 Section 3.15. Additional Payments 6 Section 3.16. Title to the .Project 8 6 Section 3.17. Secuxity Interest 6 Section 3.18. Payment in Lawful Money; No Set-Off 7 ARTICLE IV COVENANTS Section 4.01. Improvements 7.1 Section 4.02. Maintenance and Utilities 7.1 Section 4.03. Public Liability Insurance . 7.1 Section 4.04. Worker's Compensation Insurance 7.1 Section 4.05. Fore and Special Extended Coverage 7.1 Endorsement . Section 4.06. Use and Occupancv Insurances $ .,« • ; i a... ,, ,,,:r a F a?+ S .a>,nS:•.�. x,i•.v +#y,itH:�y .".aar�a�t,s .^r,.: ,,a ,. �: t:xr� }o � ha a t r o-_r - C .... a-..._ 3r' n>L;..'1 i> Sal L.... .4... ..x..S.a .:1 .+.-:hh:1Fk.JF.N.;\.:.•k ...... . . ........ia,..b.. - .. t. t Page Section 4.07. Form of Insurance Policies; Deliver g Section 4.08. Inability to Obtain Earthquake Insurance. 8 Section 4.09. Application of Net Proceeds of Insurance 8 Section 4.10. Title Insurance 9 Section 4.11. Application of Net Proceeds of Title Insurance or Condemnation 9 Section 4.12. Payment of Lease. Payments .10 Section 4.13. Compliance with this Agreement 10 Section 4.14. Payment of Taxes 10 Section 4.15. Observance of Laws and Regulations 11 Section 4.16. Maintain and Preserve the Project _11 Section 4.17. Other Liens -- 11 Section, 4.18. Against Encumbrances of Sales 11 Section 4.19. Prosecution and Defense of Suits 11 Section 4.20. Recordation and Filing 12 Section 4.21. Waiver of Laws 12 Section 4.22. Compliance with Conditions Precedent 12 Section 4.23. Power to Enter Into Agreement 12 Section 4.24. Further Assurance 12 Section 4.25. Financial Reports 12 Section 4.26. Lessor Not Liable 12 Section 4.27. Operation of Project 12 Section 4.28. Furnishing and Equipping of Project 13 Section 4.29. .Furnishing Additional Information 13 Section 4.30. Value for Condemnation 13 ARTICLE V DISCLAIMER OF WARRANTIES; ACCESS; ASSIGNMENT Section 5.01. Disclaimer of Warranties 13.1 Section 5.02. Lessor Access to the Project 13.1 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default Defined 13.2 Section 6.02. Remedies on Default 13.2 Section 6.03. Suits at Law or in Equity and Mandamus 14 Section 6.04. Non-Waiver 14 Section 6.05. Remedies Not Exclusive 15 Section 6.06. Status Quo 15 . ARTICLE VII ADMINISTRATIVE PROVISIONS Section 7.01. Preservation and Inspection of Documents 15.1 Section 7.02. Parties of Interest 15.1 Section 7.03. No Recourse Under:Agreement 15.1 . Section 7.04. Notices' 15.1 . q A l t Y � _ Page Section 7.05. Binding Effect 15.1 Section 7.06. Severability 15.1 Section 7.07. Headings 16 Section 7.08. Applicable Law 16 Section 7.09. Lessor and City Representatives 16 Section 7.10. Form of Certificates of Officers 16 Section 7.11. Successor to Lessor 16 Exhibit "A" Definition Exhibit "B" Description Exhibit "C" Lease Term and Lease Payment Amounts 4 - LEASE AGREEMENT RELATING TO PUBLIC FACILITIES PROJECT 'NO. 1 THIS LEASE AGREEMENT RELATING TO PUBLIC FACILITIES PROJECT NO. 1, made and entered into as of December 18, 1985, by and between Dublin Information, Inc. , a public benefit nonprofit corporation duly organized and existing under the laws of the State of California (herein called the "lessor'.') , and the City of Dublin (herein called the "City") , a municipal corporation of the State of California. WITNESSETH: In consideration of the mutual covenants hereinafter contained and for other valuable consideration, the parties hereto do hereby agree as follows: ARTICLE I RECITALS Section 1.01. Status and Powers of the Lessor. The Lessor is a corporation duly authorized and existing under the laws of the State of California. Section 1.02. Status and Powers of the City. The City is a municipal corporation of the State of California duly organized and operating pursuant to the laws of the State of California. The City is desirous of leasing certain facilities in order to provide improvements to the Dublin Civic Centex Complex and Related Fac-ili* (the "Project") . The City is authorized by Government Code Sections 37350 and 37380 to lease real and personal property in order to achieve its public purposes. Section 1.03. Purpose of Agreement. The City desires to lease the Project from the Lessor and the Lessor desires to lease the Project to the City. The purpose of this Agreement is to effectuate said transaction by setting forth the terms and conditions relating thereto. Section 1.04. Public Benefit. This Agreement is for the benefit of the public and is in furtherance of the public purposes of the City. Section 1.05. Acknowledgment of Status of Land. The Lessor and the City acknowledge that the Lessor is the owner of the land more particularly described on Exhibit "B" attached hereto and by this reference incorporated herein. 1.1 ARTICLE II DEFINITIONS AND GENERAL PROVISIONS Section 2.01. Definitions in General. The terms defined in Exhibit "A" attached hereto and by this reference incorporated herein, as used and capitalized herein, shall, for all purposes of this Agreement, have the meanings ascribed to them in said Exhibit "A", unless the context clearly requires some other meaning. In additi n, the term "Agreement" as used herein means this Lease Agreement Relating to Public Facilities Project No. 1. Section 2.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby", "hereof', "hereto", "herein", "hereunder", and any similar terms, as used in this Agreement, refer to this Agreement. - 1.2 - .- .., i�E1.E1'E QCgV�s ��no a �o� ARTICLE Za . 11 LEASE OF PROJECT; LEASE PAYMENTS ction 3.01. Deposit of Moneys. In order to induce the City to lease the Project m the Lessor and to assure the City that the moneys needed to pay the Project C its will be available for this purpose without delay, the Lessor immediately wing recordation of this Agreement by the City, shall deposit with the Trustee, o cause to be deposited with the Trustee, the sum of $11,968,000. Of this amount, proximately $11,968,000 less discount, is required to be deposited in the Construction Account held by the Trustee pursuant to the Trust Agreement for the City and any remaining amount is required to be deposited in the Lease Payment Account held by the Trustee pursuant to the Trust Agreement for the City. In addition, accrued interest will be deposited with the Trustee in the Lease Payment Account. Section 3.02. Grant of Easement for Access. In order to enable the Lessor to carry out the terms of this Agreement, to provide for the acquisition and construction of the Project and to exercise remedies in the event of a default by the City under this Agreement, and for other valuable consideration, the City hereby grants and conveys to the Lessor, its agents and its assigns a nonexclusive easement for vehicular and pedestrian ingress and egress upon and over the land identified in Exhibit "B" attached hereto, and all necessary easements for the construction, maintenance, use and operation of the Project. The City represents that it is empowered to grant and convey such easement and that such grant and conveyance does not violate the terms of any base, indenture or other agreement to which it is a party. The terms of such easement shall be for a period of fifty (50) years commencing on the date of this Agreement. Lease Payments may be earlier paid in full, in which case such easement shall terminate upon the date on which Lease Payments have been paid in full. Section 3.03. Construction of Project. The Lessor agrees to acquire and construct the Project pursuant to the plans and specifications submitted to and approved by the City and to be constructed pursuant to the Standard Uniform Building Code of the State of California. The Lessor shall appoint the City as its agent for the purposes of construction of the Project. The Lessor recognizes that the City has heretofore performed a portion of the work for the Project and acknowledges that such is hereby deemed to have been performed by the City on behalf of the Lessor. The City, as agent of the Lessor shall cause the construction to be performed diligently to the end that the Project will be substantially completed in accordance with the aforesaid plans and specaf ations on or prior to the Completion Date. The City agrees that upon substantial completion of any portion of the Project it will take possession of that portion of the Project under the terms and provisions of this Agreement. No changes shall be made in such plans and specifications unless such changes are approved in writing by the City. During construction the City shall guarantee the payment of any non-asset costs required as a result of said construction , which include the costs of issuance and preliminary architectural^and design fees. - 2 - Upon Ca'npletion of construction of the Project satisfactory to the City, the City shall deliver to the Lessor a certificate of ampletion thereof executed by an Authorized Officer of the City. If the Lessor, for any reason whatsoever, can not acquire ownership of the .land upon which the Project will be located by Decenber 31, 1986, this Agreement shall terminate and the Lessor as. Trustee- shall cause all outstanding certificates to be redeemed pursuant to Section 6.15 of the Trust AgreEment. To the extent there are insufficient funds to completely redeem all Certificates, the City she use the Reserve Fund -pi pursuant to Section 4.04 of the Trust Agreement to make up such deficiency. If the Lessor, for any reason whatsoever, cannot deliver Vossession of the carpleted Project to the City by the CaTpletion Date, this Agree- ment shall not -2A- be void or voidable, nor shall the Lessor be liable to the City for any lass or damage resulting therefrom; but in such event the remaining Lease Payments pertaining to the Project shall be abated, in the proportion that the construction cost of the portion of the Project not so delivered bears to the entire Project Costs of the Project, with respect to the period between the Completion Date and the time when the Lessor is able to deliver possession of such portion of the Project. Section 3.04. Payment of Project Costs. Payment for the construction of the Project, as well as all other Project Costs, shall be made from the moneys deposited with the Lessor as Trustee as provided in Section 3.01, which moneys shall be disbursed for such purpose in accordance and upon compliance with Article IV of the Trust Agreement. Section 3.05. Commencement of the Lease Term. The Lease Term shall commence as of December 18, 1985, and shall terminate on February 1, 2010. be%e+I C1 w1 �� 1 aH w ci e s CA+ b -'r hi I t uic +t r. ,ha #Az r c d e+cu l The Base Payments shall be as provided in Exhibit "C" of this Lease. Payments of interest due under this Lease shall be due and payable to the Lessor semiannually on July 15 and January 15, commencing July 15, 1986, as set forth in Exhibit "C" of this Lease. Payments of principal shall be due and payable to the Lessor on January 15, 1987, and each January 15 thereafter through January 15, 2010 as set forth in Exhibit "C" of this Lease. Section 3.06. Termination of the Lease Term. The Lease Term shall terminate at the option of the Lessor upon the earliest of any of the fallowing events: (a) the occurrence of an Event of Non-appropriation pursuant to this Lease; (b) an Event of Default and the Lessor's election to terminate this Lease under Article VI of this Lease; or (c) the last day of the Lease Term of this Lease, upon payment of all Base Payments and all other payments due hereunder. Section 3.07. Enjoyment of Project. The Lessor hereby covenants that the City shall during the Lease Term peaceably and quietly have and hold and enjoy the Project without suit, trouble or hindrance from the Lessor, except as expressly required or permitted herein. The Lessor shall not interfere with the quiet use and enjoyment of the Project by the City during the Lease Term so long as no Event of Non-appropriation or Event of Default shall have occurred. The Lessor shall, at the request of the City and at the cost of the City, join and cooperate fully in any legal action in which the City asserts its right to such possession and enjoyment to the extent that the Lessor may lawfully do so. In addition, the City asserts its right to such possession and enjoyment to the extent that the Lessor may lawfully do so. In addition, the City may at its own expense join in any legal action affecting its possession and enjoyment of the Project and shall be joined in any actin affecting its liabiliti Ps hereunder. The Lessor shall have the right at all reasonable times upon reasonable notice during business hours to enter into and upon the Project for the purpose of inspecting the same. - 3 - ;.:,.4.,1364.".h+W.a4t:n+il.::ulwua...s.....�:.�'v.,,, -•.3.16N ..,.••.'••.•• •:>7.a.u. s i1:Y.:u...ser.iF.Y.+i:CicLLP.f+uLL i:✓v..1.e.._ +kr.r.1:{sow.+.s.i......,s ..ia..taw4n'..w..r._e Y..' . .s....+..w+i1.•ti..a..a ..... ... Section 3.08. Payments to Constitute a Current Expense of the City. The City and the Lessor understand and intend that the obligation of the City to pay Base Payments, Additi onal Payments and other payments hereunder constitutes a current expense of the City and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitation or other requirements concerning the creation of indebtedness by the City, nor shall anything contained herein constitute a pledge of any revenues, funds or moneys of the City. Base payments and Additional Payments due hereunder shall be be payable only from current funds which are budgeted and appropriated, nod which the City covenants to budget and appropriate and which is otherwise legally available, for the purpose of paying Base Payments, Additional P ayments or other payments due hereunder as consideration for use of the Project during the Fiscal Year of the City for which such funds were budgeted and appropriated or otherwise made legally available for such purpose. This Lease shall not create an immediate indebtedness for any aggregate payments which may become due hereunder in the event that the Lease Term is contL--cued. Neither the City, nor the Lessor on its behalf, has pledged the full faith and credit of the City, the State of California or any agency or department thereof to the payment of the Base Payments, Additional Payments, any other payments due hereunder, or the interest thereon. Section 3.09. Payment of Base Payments. The City shall pay Base Pavments to the. Lessor for distribution to the Certificate Holders in accordance with this Lease and the Trust Agreement during the Lease Term as herein provided. The Base Payments during the Lease Term shall be the amounts in the "Total Base Payment" column as set forth in Exhibit "C" of this Lease. Payments of interest due under this Lease shall be due and payable to the lessor semiannually on July 1'S and January 15, commencing July 15, 1986, as set forth in Exhibit "C" of this Lease. Payments of principal shall be due and payable on January 15, 1987, and each January 15 thereafter through January 15, 2010, as set forth in Exhibit "C" of this Lease. Section 3.10. Interest Component. A portion of each Base Payment is paid as, and represents payment of, interest, and Exhibit "C" of this Lease sets forth the interest component of each Base Payment. Section 3.11. Manner of Payment. Each Base Payment, Additional Payment and Optional Prepayments, if any, shall be paid exclusively from general funds of the City and from other funds legally available and in lawful money of the United States of America to the Lessor at its principal office. The obligations of the City to make payment of the Base Payments and Additional Payments required hereunder and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events except as expressly provided under the Lease. Notwithstanding any dispute between the City and the Lessor, any contractor or subcontractor retained with respect to the construction of the.Project, any supplier of labor or materials in connection therewith or any other person, the City shall make all payments of Base Payments and Additional Payments when due and shall not withhold any Base Payments and Additional Payments pending final resolution of such dispute nor shall the City assert any right of setoff or counterclaim against its obligation to make such payments required under this Lease. The obligation of the City to make Base Payments and Additional Payments during the Lease Term shall be absolute and unconditional and in all events, except as expressly provided in this Lease, - 4 payment of the Base Payments shall not be abated through accident or unforeseen circumstances. Section 3.12. Continuation of Lease. The Citv intends to continue to lease the Project for the entire Lease Term and to pay the Base Payments and Additional Payments hereunder. The City reasonably believes that legally available funds of an amount sufficient to make all Base Payments and Additional Payments during the Lease Term can be obtained. The City covenants that it will take all procedural steps lawfully within its power to obtain and maintain funds from which all payments may be made, including provisions for such payments to the extent necessary in each budget approved and exhausting all available administrative reviews and appeals in the event such portion of the budget is not approved. Section 3.13. Non-appropriation. In the event that sufficient funds shall not be appropriated and budgeted for the payment of Base Payments and Additional Payments required to be paid in the next occurring Fiscal Year, and if the City has no funds legally available from other sources, an event of non-appropriation shall be deemed to have occurred, and the City may terminate this Lease at the end of the then current Fiscal Year. In that event, the City shall not be obligated to make payment of the Base Payments and Additional Payments beyond the then current Fiscal Year. The City agrees to deliver notice of such termination to the Lessor at least ninety (90) days prior to the end of the then current Fiscal Year, but failure to give such notice shall not extend the Lease Term beyond the end of such Fiscal Year. Upon the occurrence of an event of non-appropriation, the City shall continue to be liable to the Lessor for the Base Payments, Additional Payments and any other payments due hereunder which are allocable to any period during which the City shall continue to occupy the Project. The City shall, at the option of the Lessor, vacate the Project no later than ninety (90) days subsequent to a termination of this Lease by reason of an event of non-appropriation or an event of default. Neither the failure of the City to vacate the Project immediately upon the occurrence of an event of non-appropriation or an event of default, nor the acceptance by the Lessor of any Base Payments or any other payments allocable to any period during which the City shall remain on the Project shall be deemed a renewal of this Lease or a waiver of any such event of non-appropriation or event of default. The Lessor shall, upon the occurrence of an event of non-appropriation, be entitled to all moneys then on hand and being held in all funds created hereunder as Trustee for the benefit of the holders of the Certificates. Alt property, funds and rights acquired by the Lessor upon the termination of this Lease by reason of an event of non-appropriation or an Event of Default as provided herein, less any moneys due and owing to the Lessor for services performed as Lessor and Trustee, shall be held by the Lessor as Trustee for the benefit of the Certificate Holders. Section 3.14. Disposition of Base Payments and Additional Payments. Upon receipt by the Lessor of each Base Payment or any Additional Payments, the Lessor shall apply the amount of such Base Payments and such Additional Payments as provided in the Trust Agreement. - 5 - Section 3.15. Additional Payments. All taxes, charges, costs and expenses which the City assumes or agrees to pay pursuant to the Lease (including all indemnification hereunder or pursuant to the Trust Agreement) together with all interest and penalties that may accrue thereon in the event of failure by the City to pay the same as herein provided, all other damages, costs and expenses which the Lessor may suffer or incur, and any and all other sums which may become due by reason of any failure by the City to comply with the agreements, terms, covenants and conditions of this Lease shall be deemed to be "additional Payments" payable by the City to the Lessor and, in the event of nonpayment of the Additional Payments, the Lessor shall have all the rights and remedies as are herein provided in the case of nonpayment of Base Payments. Additional Payments are payable as of the date the next Base Payment is due from the City. All amounts payable as Additional Payments shall be payable only from general funds of the City, or other funds legally available, without setoff or deduction. Section 3.16. Title to the Project. Title to the Project shall remain in the Lessor, subject to the leasehold interest of the City. Title to the Project and any and all additions, repairs, replacements (excluding personal property which has been replaced by reason of normal wear and tear) or modifications thereto and the leasehold interest of the City in and to the Project shall be held in the name of the Lessor, as Trustee for the benefit of the holsters of the Certificates notwithstanding: W a termination of this Lease Agreement by the City by reason of an event of non-appropziat'on as provided in this Lease; (ii) the occurrence of one or more Events of Default; or (iii) the violation by the Lessor of any provision of this Lease Agreement. Any deed or similar document evidencing ownership of the Project shall provide thereon the following Legend: "The property described herein is owned by Lessor under that certain Trust Agreement dated as of December 18, 1985, subject to a Lease Agreement dated as of December 18, 1985, between Dublin - Information, Inc. , as Lessor and the City of Dublin. The property described herein may not be sold, transferred or encumbered except in accordance with the terms of said Lease Agreement and said Trust Agreement." The City shall have no right, title or interest in the Project or any additions, repairs, replacements, modifications or fixtures thereto, except as expressly set forth in this Lease Agreement. In the event that the City shall pay all Base Payments and Additional Payments due hereunder during the Lease Term, then the Lessor shall quitclaim title to the Site and the Project, free from any lien or encumbrance created by or arising through the Lessor, but without other warranties, to the City, and the Lease shall terminate pursuant to the terms and conditions thereof. Section 3.17. Security Interest. To secure the payment of all of the obligations of the City to the Lessor under this Lease, the City hereby grants to the Lessor, as Trustee for the benefit of the holster of the Certificates, a security interest: in this Lease Agreement and the rights to receive payments from the City hereunder. _ _ Section 3.18. Payment in Lawful Money; No Set Off. Each. Lease Payment shall be paid by the City in lawful money of the United States of America, which at the time of payment is legal tender fir the payment of public and private debts. Any such Lease Payments accruing hereunder which shall' not be paid when due shall bear interest at the rate of twelve percent (12%) per annum from the Payment Date to which such Lease Payment pertains until the date when said Lease Payment is paid. Notwithstanding any dispute between the City and the Lessor, the City shall make each and all Lease Payments when and as due and shall not withhold any Lease Payments pending the final resolution of such dispute. The City shall not assert any right of set-off or counterclaim against its obligation to make Lease Payments as set forth herein. - 7 - ARTICLE IV COVENANTS Section 4.01. Improvements. The City shalt have the right during the term of this Agreement to make additions or improvements to the Project, or to permit such additions and improvements to be made. Section 4.02. Maintenance and Utilities. The City shall maintain and repair the Project and shall pay for all utility services supplied to the Project (which services shall include security services, power, gas, telephone, light, heating, water, sewer and all other utility services) , all costs of operation of the Project and all costs of repair and replacement of the Project resulting from ordinary wear and tear or want of care. In exchange for the Lease Payments herein provided, the Lessor agrees to provide only the Project. Section 4.03. Public Liability Insurance. Throughout the term of this agreement the City shall maintain liability insurance in protection of the Lessor, the Trustee and the City, and their respective members, officers, agents, employees, assignees and sublessees. Said insurance shall pay on behalf of said parties against lass or liability for damages for personal injury, death or property damage occasioned by reasons of the construction or operation of the Project. Such insurance shall provide coverage of not less than $1,000,000 combined single limit of bodily injury, personal injury and property damage, subject to deductible clauses providing for deductible amounts of $100,000 for bodily injury or personal injury. Such liability insurance shall be maintained as part of, or in conjunction with, any other liability insurance coverage carried by the City, and shall be maintained in the form of self-insurance by the City. All such self-insurance shall be actuarily sound. Section 4.04. Worker's Compensation Insurance. The City shall maintain or cause to be maintained, throughout the term of this Agreement, Workers' Compensation protection to cover all persons employed in connection with the Project who are not otherwise covered and to cover full liability under the Workers' Compensation Insurance and Safety Act in force in the State of California, or any act hereafter enacted as amendatory thereof or supplemental thereto or in lieu thereof. Such protection shall be provided by a responsible insurance carrier authorized under the laws of the State of California to insure employers against such liability or by a self-insurance program adopted by the City pursuant to a plan acceptable by the State of California under the Labor Code. Section 4.05. Fire and Special Extended Coverage Endorsement. The City shall maintain, throughout the term of this Agreement, fire and lightning insurance and special extended coverage endorsement which includes vandalism and malicious mischief endorsement and extended coverage endorsement and earthquake assumption endorsement on all structures constituting any part of the Project in an amount (less the appropriate deductible amount) equal to the greater of (i) the replacement cost of such structures or (ii) at bast the aggregate unpaid principal- component of Lease Payments. Each such policy of insurance shall contain an inflation clause, a standard replacement cost endorsement providing for no deduction for depreciation, and a stipulated amount endorsement. Such insurance shall be maintained in conjunction with or separate from any other similar insurance carried by the City and shall.be maintained in the form of self-insurance by the City.: 7.1 - Trustee shall be deposited in a special fund to be held by the Lessor as Trustee and applied and disbursed as set forth below: (a) If the City determines that such Net Proceeds are suffi�ent to repair, reconstruct or replace the damaged or destroyed portion of the Project, which determination shall be evidenced by a certificate executed by an Authorized Officer of the City and filed with the Lessor as Trustee, then the City shall cause such portion of the Project to be repaired, reconstructed or replaced to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may be accomplished by the use of said Net Proceeds, and the City shall direct the Lessor as Trustee to disburse said Net Proceeds for said purpose. In the event that any balance of said Net Proceeds remains after such repair, reconstruction or replacement, the City shall direct the Lessor as Trustee to deposit said balance in the Lease Payment Account and to apply said balance to the prepayment of Lease Payments in accordance with Section 6.15 (a) of the Trust Agreement. Subject to the provisions of subsections (b) and (c) of this Section 4.09, the City shall be obligated to continue to make Lease Payments required by this Agreement notwithstanding accident to or destruction of all or a portion of the Project; provided, however, that in the event that accident or damage to any portion of the Project is such as to cause such portion not to be usable, then such Lease Payments shall be abated, in the proportion to which the unusable portion of the Project bears to the entire Project, until repair of such damaged portion is completed to such an extent as to enable use thereof. (b) In the event that such Net Proceeds are not sufficient to repair, reconstruct or replace the damage or destroyed portion of the Project, as evidenced by a certificate executed by an Authorized Officer of the City and filed with the Lessor as Trustee, the City shall direct the Lessor as Trustee to deposit said Net Proceeds in the Lease Pavment Account and to apply said Net Proceeds to the prepayment of Lease Payments in accordance with Section 6.15 (a) of the Trust Agreement. (c) Net Proceeds of business interruption insurance required by this Agreement shall be used first to reimburse the City for Lease Payments theretofore paid under this Agreement notwithstanding accident to or destruction of all or a portion of the Project. In the event that any balance of said Net Proceeds remains after such reimbursement, the City shall direct the Lessor as Trustee to deposit said balance to the prepayment of Lease Payments in accordance with Section 6.15 (a) of the Trust Agreement. Section 4.10. Title Insurance. The Lessor will provide title insurance under one or more policies, in the form of American Land Title Association Policy of Tif1e Insurance. Such policy shall insure the Lessor's fee title to the land described in Exhibit "B" attached hereto, subject only to Permitted Encumbrances, shall insure the City's leasehold interest in the Project and shall be in a principal amount equal to the total stipulated value set forth in Exhibit "C". Said title insurance policy shall be issued by a title insurance company licensed to do business in California and shall provide for an endorsement upon completion of construction of the Project, stipulating that title to the Project is held by the Lessor. Section 4.11. Application of Net Proceeds of Title Insurance or Condemnation. An Net Proceeds received under the title insurance policy provided for by Section 4.10 hereof or in any condemnation proceeding undertaken by any governmental agency relating to all or a portion of the Project shall be deposited - 9 - in a special fund to be held by the Lessor as Trustee and shall be applied and disbursed as set forth below: (a) If the City determines that such title defect or condemnation has not materially affected the operation of the Project or the ability of the City to meet any of its obligations hereunder, as set forth in a certificate executed by an Authorized Officer of the City and filed with the Lessor as Trustee, and that such Net Proceeds are insufficient to enable the City to prepay Lease Payments by paying the stipulated value of the Project in full on the next succeeding Payment D ate. (b) If the City determines that such title defect or condemnation has materially affected the operation of the Project or the ability of the City to meet any of its obligations hereunder as set forth in a certificate executed by an Authorised Officer of the City and filed with the Lessor as Trustee, or if such Net Proceeds are sufficient to enable the Cite to prepav Lease Payments in full by paying the stipulated value of the Project on the neat succeeding Payment Date, the City shall direct the Lessor as Trustee to deposit said Net Proceeds in the Lease Payment Account and to apply such Net Proceeds to the prepayment i_n full or (to the extent that such title defect or condemnation pertains only to a portion of the Project) in part on the next succeeding Payment Date of Lease Payments in accordance with Section 6.15 (a) of the Trust Agreement. Section 4.12. Pay_ ment of Lease Payments. The City shall duly and punctually pay or cause to be paid the Lease Payments, at the dates and places and in the manner provided in this Agreement according to the true intent and meaning hereof and shall not directly or indirectly extend or assent to the extension of the Payment Dates of any Lease Payments. Section 4.13. Compliance with this Agreement. The Lessor and the City will faithfully observe and perform all of the covenants, conditions and requirements of this Agreement, and will not suffer or permit any default to occur hereunder, nor do or permit to be done in, upon or about the Project or any part thereof, anything that might in any way weaken, dim=h or impair the operation thereof. Neither the Lessor nor the City will do or permit anything to be done, or omit or refrain from doing anything, in any such omission of or refraining from action, would or might be a ground for cancellatfln or termination of this Agreement. Section 4.14. Payment of Taxes. The City will pay or cause to be paid all taxes, assessments and other governmental charges, if any, that may be levied, assessed or charged upon the Project or any part thereof, promptly as and when the same shall become due and payable; provided, however, that the City shall be required to pay any such tax, assessment, or charge, if the validity thereof shall concurrently be contested in good faith by appropriate proceedings, and if the City shall set aside reserves deemed by it to be adequate with respect thereto and provided further, that the City, upon the commencement of any proceedings to foreclose the lien of any such tax, assessment, or charge, will forthwith pay, or cause to be paid, any such tax, assessment or charge, unless contested in good faith as aforesaid. The City will not suffer the Project or any part thereof to be sold for any taxes, assessments or other charges whatsoever, or to be forfeited therefor. Nothing herein contained shall be deemed to impose any liability to pay taxes, assessments or charges where none is imposed by law. - 10 - Section 4.15. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the . United States, or of the State of California, or any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the City, including its right to exist and carry on business as a public body and municipal corporation, to the end that such rights, privileges and franchises shall be maintained ' and preserved, and shall not become abandoned, forfeited or in any manner impaired. Section 4.16. Maintain and Preserve the Protect. The City will operate, maintain and preserve the Project in good repair and working order and will operate the Project in an,efficient and economical manner. Section 4.17. Other Items. The Citv shall keep the Project and all parts thereof free from judgments, from mechanics and materialmen's liens (except those arising from construction of the Project) and free from all liens, claims, demands and encumbrances of whatsoever nature or character, other than Permitted Encumbrances and the City shall keep the Project free from any claim or liability which might impair of impeded the operations of the Project; provided, however, that the City shall not be required to pay any such liens, claims or demands if the validity thereof shall concurrently be contested in good faith by appropriate proceedings, and if the City shall set aside reserves deemed by it to be adequate with respect thereto and provided further, that the City upon the commencement of any proceedings to foreclose the Len of any such charge or claim, will forthwith pay any such charge or claim unless contested in good faith as aforesaid. The Lessor or its assignee, may, (afteer first giving the City ten (10) days' written notice to comply therewith and failure of the City to so comply within said ten-day period) defend against any and all actions or proceedings in which the validity of this Agreement is or might be questioned, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against such actions or proceedings or in paving or compromising such claims or demands, the Lessor shall not in any event be deemed to have waived or released the City from liability for or on account of any of its covenants and warranties contained herein, or from its liability hereunder to defend the validity of this agreement and to perform such covenants and warranties. Section 4.18. Against Encumbrances or Sales. The City shall not create or suffer to be created any mortgage, pledge, lien, charge or encumbrance upon the Project, or upon any real or personal property essential to the operation of the Project, other than Permitted Encumbrances. The City will not sell or otherwise dispose of any property essential to the proper operation of the Project, except as otherwise permitted by this Agreement. Section 4.19. Prosecution and Defense of Suits. The City shall, promptly upon request of the Lessor from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Project whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall indemnify and save the Lessor and its assignee harmless from all loss, cost, damage and expense, including attorneys' fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceedings. - 11 - Section 4.20. Recordation and Filing. The City shall record and file this Agreement and all such documents as may be required by law (together with whatever else may be necessary or be reasonably required by the Lessor) , in such manner, at such times and in such places as may be required by law in order fully to preserve and protect the rights of the Lessor under this Agreement. Section 4.21. Waiver of Laws. The City shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, or suffer any stay or extension law now or at any time hereafter in force which may adversely affect the covenants and agreements contained in this Agreement and the benefit and advantage of any such law or laws is hereby expressly waived by the City to the extend that the City may legally make such waiver. Section 4.22. Compliance with Conditions Precedent. Upon the date of delivery of this Agreement, all conditions, acts and things required by law or by this Agreement to have happened or to have been performed precedent to or in the execution of this Agreement shall exist, have happened and have been performed, and this Agreement shall be within every limit prescribed by law. Section 4.23. Power to Enter Into Agreement. The City is duly authorized pursuant to the law to enter into this Agreement and to covenant to make annual appropriations for the payment of Lease Payments. The provisions of this Agreement are and will be the valid and legally enforceable special obligations of the City in accordance with their terms and the terms of this Agreement. Section 4.24. Further Assurances. Whenever and so often as requested so to do by the Lessor, the City will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents, or assurances, and promptly do or cause to be done all such other and f 'her things, as may be necessary or reasonably required in order further and more fully to vest in the Lessor all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon the Lessor by this Agreement. Section 4.25. Financial Reports. Within one hundred eighty (180) days after the close of each Fiscal Year of the City, the City will furnish, or cause to be furnished, to the Lessor detailed, certified reports of audit, based on an examination sufficiently completed, prepared by an independent public accountant, covering the operations of the City and its general fund. Such audit report shall include statements of the status of each account pertaining to the Project, showing the purpose of the withdrawals therefrom and the balance therein at the beginning and end of said Fiscal Year. Section 4.26. Lessor Not Liable. Neither the Lessor nor its members, officers, agents or employees shall be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Project. The City shall indemnify, or cause indemnification of, and hold the Lessor, its members, officers, agents and employees harmless from, and defend each of them against, any and all claims, liability, liens and judgments for death of on injury to any person or damage to property whatsoever occurring in, on or about the Project. Section 4.27. Operation of Project. The City shall assure that the Project is operated pursuant to complete and lawful authority. No permits, rights, - 12 - franchises or privileges relating thereto shall be allowed to lapse or be forfeited so long as the same shall be necessary for the operation of the Project. The City shall procure the extension or renewal of each and every permit, right, franchise or privilege so expiring and necessary or desirable for the ownership or operation of the Project as such. Section 4.28. Furnishing and Equipping of Project. The City shalt continuously furnish and equip the Project, or cause the Project to be furnished and equipped, so that the Project shall at all times constitute complete and operational faci]it� s. Section 4.29. Furnishing Additional Information. The City shall, from time to time, furnish to the Lessor such data regarding the Project as shall be reasonably requested in order to enable the Lessor to determine whether there has been compliance with the covenants, terms and provisions of this Agreement. Section 4.30. Value for Condemnation. The City agrees that in the event that condemnation proceedings are taken by another governmental agency with respect to the Project, the City shall to the extent legally appropriate, declare that the fair market value of the Project is not less than an amount equal to the aggregate unpaid principal component of Lease Payments. - 13 - ARTICLE V DISCLAIMER OF WARRANTIES; ACCESS; ASSIGNMENT Section 5.01. Disclaimer of Warranties. THE LESSOR DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROJECT OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT OR ANY PORTION THEREOF. In no event shall the Lessor be liable for incidental, indirect, special or consequential damages in connection with this Agreement or the existence, damages in connection with this Agreement or the existence, furnishing, or functioning of the Project or the City's use of the Project, except such damages as may arise by reason of a breach of this Agreement by the Lessor. . - Section 5.02. Lessor Access to the Project. The City agrees that the Lessor shall have the right at all reasonable times to enter upon and to examine and inspect the Project. The City further agrees that the Lessor shall have such rights of access to the Project as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations for maintenance set forth herein. - 13.1 - ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.01. Events of Default Defined. The fallowing shall be "events of default under this Agreement and the terms "events of default" and "default" shall mean, whenever they are used in this Agreement, with respect to the Project, any one or more of the following events. Immediately upon the occurrence of an event of default or a condition which, with the passing of time will become an event of default, the City shall provide the Trustee with written notice thereof. (a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein; (b) Failure by the City to observe and pe-Yform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (a) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Lessor; provided, however, that the Lessor may, upon written request of the City prior to the expiration of such thirty (30) day period, consent to an extension of such time in order to cure such failure if corrective action has been instituted by the City and is being diligently pursued and will, in the judgment of the Lessor be diligently pursued until the default is corrected; (c) A court having jurisdiction in the premises shall enter a decree or order for reli ef in respect of the City in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a sequestrator (or similar of5.cial) of the City or for any substantial part of its property, or ordering the winding up or liquidation of its afuiirs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) days or (d) The City shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of any order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the City for any substantial past of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or shall take any corporate action in furtherance of any of the foregoing. Section 6.02. Remedies on Default. Upon the happening of any of the events of default specified in Section 6.01 hereof, the Lessor may exercise any and all remedies available pursuant to law or in equity or the following granted pursuant to this Agreement: (a) With or without termination of this Lease Agreement, have the option to reenter and take possession of the Site and terminate and revest in the Lessor all right, title and interest of the City in the Project and the leasehold interest of the City in the Project Site, holding the City liable for all Base Payments and Additional Payments due during the then current Fiscal Year; and (b) Lease or sublease the Project for the account of the City, for terms not to exceed the then remaining term of the Lease, holding the City liable for all - 13.2 - Base Payments and Additional Payments due during the then current Fiscal Year; and (c) have the option to terminate this Lease Agreement; and/or (d) Take whatever action at law or in equity may appear necessary or desirable to collect the payments when due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the City under this Lease Agreement. The City hereby expressly authorized the Lessor to lease or sublease the Project, for terms not to exceed the then remaining term of the Lease, for commercial or other purposes. The City covenants and agrees that it has or will take all necessary action in accordance with the laws of the State of California, and any charter, resolution or ordinance applicable to the City, including but not limited to zoning laws and ordinances, to authorize such lease or sublease. Section 6.03. Suits at Law or in Equity and Mandamus. In addition to the remedies set forth in Section 6.02 hereof, in case one or more of the events of default shall happen, then and in every case, the Lessor shall be entitled to proceed to protect and enforce the rights vested in the Lessor by this Agreement by such appropriate judicial proceeding as the Lessor shall deem most effectual to protect and enforce any such right, either by suit in equity or by action at law, whether for the specific performance of any covenant or agreement contained in this Agreement, or in aid of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right vested in the Lessor by this Agreement or by law. The provisions of this Agreement and the duties of the City and of the officers, agents and employees thereof shall be enforceable by the Lessor by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction. (a) Without limiting the generality of the foregoing, the Lessor shall have the right to: (i) Accounting. By action or suit in equity to require the City and its officers, agents and employees to account as the trustee of an express trust. (ii) Injunction. By action or suit in equity to enjoin any acts or thing which may be unlawful or in violation of the rights of the Lessor. (iii) Mandamus. By mandamus or other suit, action or proceeding at law or in equity to enforce its or their rights against the City and its and any of its officers, agents and employees, and to compel it or them to perform and carry out its and their duties and obligations under the law and its and their covenants and agreements with the City as provided herein. Section 6.04. Non-Waiver. Nothing in this Article VI or in any other provision of this Agreement shall affect or impair the obligation of the City, which is to pay the Lease Payments, as herein provided. No delay or omission of the Lessor to exercise any right or power arising upon the happening of any event of default shall impair any such right or power or shall be construed to be a waiver of any such event of default or any acquiescence therein, and every power and - 14 - remedy given by this Article VI to the Lessor may be exercised from time to time as often as shall be deemed expedient by the Lessor. Section 6.05. Remedies Not Exclusive. No remedy herein or by law conferred upon or reserved to the Lessor is intended to be exclusive of any other remedy, but each such remedy is cumulative and in addition to every other remedy, and every remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, may be exercised without exhausting and without regard to any other remedy conferred herein or by any. law. Section 6.06. Status Quo. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and then discontinued or abandoned, or shall be determined adversely to the Lessor, then, and in every such case, the Lessor shall be restored to its former position and rights and remedies as if no such suit, action or proceedings had been brought or taken. - 15 ARTICLE VII ADMINISTRATION PROVISIONS Section 7.01. Preservation and Inspection of Documents. All documents received by the Lessor or the City under the provisions of this Agreement shall be retained in their respective possessions and shall be subject at all reasonable tunes to the inspection of the other party hereto and its assigns, agents and representatives, any of whom may make copies thereof. Section 7.02. Parties of Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or party other than the Lessor and the City any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulation hereof; and all covenants, stipulations-,- promises and agreements in this Agreement made by or on behalf of the Lessor or the City shall be for the sale and exclusive benefit of the Lessor and the City. Section 7.03. No Recourse Under Agreement. All covents, stipulations, promises, agreements and obligations of the parties hereto contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto in an individual capacity, and no recourse shall be had for the payment of the Lease Payments or for any claim based thereon or under this Agreement against any member, officer, employee or agent of the parties hereto. Section 7.04. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in certified or registered form with postage fully prepaid: If to the Lessor: Dublin Information, Inc. 6500 Dublin Avenue Dublin, California 94568 If to the City: City of Dublin 6500 Dublin Boulevard Dublin, California 94568 The parties hereto, by notice given hereunder, may, respectively, designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 7.05. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Lessor and the City and their respective successors and assigns. Section 7.06. Severability. If any one or more of the covenants, stipulations, promises, agreements or obligations provided in this Agreement on the part of the Lessor or the City to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant, stipulation, promise, agreement and obligation shall be deemed and construed to be severable - 15.1 - from the remaining covenants, stipulations, promises, agreements and obligations herein contained and shall in no way affect the validity of the other provisions of this Agreement. Section 7.07. Headings. Any headings preceding the text of the several Articles and Sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience or reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. Section 7.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 7.09. Lessor and City Representatives. Whenever under the provisions of this Agreement the approval of the Lessor or the City is required, or the Lessor or the City are required, or the Lessor or the City'are required to take some action at the request of the other, such approval of such request may be given for the Lessor by an Authorized .Officer of the Lessor, and for the City by an Authorized Officer of the City, and any party hereto shall be authorized to rely upon any such approval or request. Section 7.10. Form of Certificates of Officers. Every certificate with respect to compliance with a condition or covenant provided for in this Agreement and which is precedent to the taking of any action under this Agreement shall include: (a) A statement that the person making or giving such certificate has read such covenant or condition and the definitions herein relating thereto; (b) A brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such cerdficate are based; (c) A statement that, in the opinion of the signer, he has made or caused to be made. such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) A statement as to whether, in the opinion of the signer, such condition or covenant has been complied with. A certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless the persons providing the certificate know that the certificate or representations with respect to the matters upon which the certificate may be based are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Section 7.11. Successor to the Lessor. The Lessor may, at any time, and at the request of the City, shall assign its rights and obligations under this Lease Agreement and the other agreements pertaining to the Project to which it is a party to a successor, provided that the City must consent to any such assignment and that the assignment will not adversely materially affect the rights of- the Certificate Owners and such successor shall assume all rights,. duties and - 16 - obligations of the Lessor under this Lease Agreement and all other agreements pertaining to the Project to which the Lessor is a party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized officers as of the date first above written.. DUBLIN INFORMATION, INC. as Trustee an . ssor By: , (SEAL) Title: President By: ► ;�,� C Title: Chief Financial Officer CITY OF DUBLIN By: Mayor Attest: (SEAL) By: �.�. City Clerk - 17 - STATE OF CALIFORNIA ) SS. COUNTY OF ALAMEDA ) I, a Notary Public in and for said County in the State aforesaid, do hereby certify that peter W_ Snvc3 pr and Richard C. Ambrose the President and Chief Financial Officer respectively, of Dublin Information, Inc., appeared before me this day in person and acknowledged that, being duly authorized, such officers signed, sealed, attested and delivered the foregoing Lease Agreement. Given under my hand and natural seal this 18th day of December 1985. 0FFICLAL SEAL KAY KECK NOTARY PUBLIC.CALIFORNIA ' ALAMEDA COUNTY Notary 'P i Nlic in`and for the My Comm.F-0142 Nov.11,1986 State of California (SEAL) My Commission expires: November 11, 1986 STATE OF CALIFORNIA ) SS. COUNTY OF ALAMEDA ) I, a Notary Public in and for said County in the State aforesaid, do hereby certify that Peter W. Snyder and Richard C. Ambrose the Mayor and City Clerk respectively, of the City of Dublin, appeared before me this day in person and acknowledged that, being duly authorized, such officers signed, sealed, attested and delivered the foregoing Lease Agreement. Given under my hand and natural seal this 18th day of December , 1985. OFFICIAL DSEAL.�+` KAY K �1 NOTARY PUBUC i M Au+MEOA CNotary P l -91ic In nd for the Y��+�E�cpir�s State of California (SEAL) My Commission expires: November 11, 1986 • - 18 - EXHIBIT "A" DEFINITIONS (a) Authorized Newspaper. The term "Authorized Newspaper" means a financial paper, or a newspaper of general circulation in the City of Dublin and County of Santa Cruz, California, which is customarily published on each business day and is printed in the English language. (b) Authorized Officer. The term "Authorized Officer", when used with respect to the City, means the Mayor, Vice Mayor, City Clerk, City Administrator or any other officer of the City which is, designated by the City Council of the City as an Authorized Officer. The term "Authorized Officer", when used with respect to the Lessor, means any officer of the Lessor. (c) Certificate Register. The term "Certificate Register" means the books for registration maintained by the Lessor as Trustee .pursuant to Section 6.10 of the Trust Agreement. (d) C erti.fi.cates. The term "Certificates Means the certificates of participation prepared and delivered by the Lessor as Trustee pursuant to the Trust Agreement. (e) Completion Date. The term "Completion Date" means September 1, 1988, or the date of final acceptance of the Project by the City whichever date first occurs. (f) Construction Account. The term "Construction Account" means the account by that name established under, and held by the Lessor as Trustee pursuant try, Section 4.02 of the Trust Agreement. (g) Federal Securities. The term "Federal Securities" means bills, certificates of indebtedness, notes, bonds, or similar securities which are direct obligations of, or by the principal and interest of which securities are secured by, the United Stags, whether issued in book entry form or otherwise. (h) Fiscal Year. The term "Fiscal Year" means a fiscal year of the City, commencing on July 1 of each calendar year and ending on June 30 of the subsequent calendar year. (i) Fully Registered Certificates. The term "Fully Registered Certificates" means Certificates registered as to principal and interest and payable to the registered owner. (k) Lease or Lease Agreement. The term "Lease" or "Lease Agreement" means that certain Lease Agreement Relating to Public Facilities Project No. 1, dated as of December 18, 1985, by and between the Lessor and the City. (1) Lease Payment Account. The term "Lease Payment Account" means the account by that name established under, and held by the Lessor as Trustee pursuant to Section 4.03 of the Trust Agreement. (m) Lease Payments. The term "Lease Payments": means lease payments payable by the City to the Lessor as Base Payments or Additional Payments '19 pursuant to the Lease Agreement with Base Payments more particularly set forth in Exhibit "D" attached to the Lease Agreement. (n) Net Proceeds. The term "Net. Proceeds," when used with respect to any insurance or condemnation award, means the gross proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all expenses incurred in the collection of such gross proceeds. (o) Original Purchaser. The term "Original Purchaser" means First California Regional Securities, Inc. (p) Outstanding. The term "Outstanding" when used with reference to the Certificates and as of any particular date means all Certificates theretofore delivered except: (a) any Certificate cancelled by the Lessor as Trustee at or before said date and (b) any Certificate in lieu of or in substitution for which another Certificate shall have been delivered pursuant to the Trust Agreement. (q) Owner. The term "Owner" or "Certificate Owner" or "Owner of Certificates" or any similar term, when used with respect to the Certificates, means any person who shall be the registered owner of any Outstanding Fully Registered Certificate. (r) Pavment Dates. The term "Payment Dates" means February 1 and August 1 of each year, commencing August 1, 1986, and terminating on February 1, 2010. (s) Permitted Encumbrances. The term "Permitted Encumbrances" means: (i) Ad valorem taxes and assessments not then due and payable. (ii) The Lease Agreement. (iii) Easements, rights-of-way and other rights, covenants, conditions or restrictions which do not impair or impede construction or operation of the Project. (t) Permitted Investments. The term "Permitted Investments" means: (i) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (ii) Obligations issued by federal land banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority, or in obligations, participations, or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association; or in obligations, participations, or other instruments of or issued by a federal agency or a United States government-sponsored enterprise, any of which shall have an A or better rating with Moody's and Standard and Poor's Rating Service. (iii) Investments in repurchase agreements under the terms of which the securities are transferred to the possession of the Lessor as Trustee of any securities authorized by paragraphs (i) and (ii) above. - 20 - A Cc WW d,llo� ���� 'N►.&&11 ®fir �'"I VOL"(iv) Non-negotiable certificates of deposit issued by a nationally chartered bank (including the Trustee) or a bank chartered by the State of California or a foreign banking corporatism having an A or better rating with Moody's and Standard and Poor's Rating -Sere ces authorized pursuant to Section 1756 of the California Financial Code to transact business in the State of California by accepting deposits of a State of California or federal savings and loan association provided that such certificates of deposit are fully collateralized in the lannerequired for collateralization of trust funds. v) Investments 1n or deposits with the Local Agency Investment Fund r ganized and pexistin want to Article 11 (commencing with Section 16429.1) of pt er 2 o u) P=cipal- 6 e 4 o Thee termo�nn pval ( cep when used with respect to the Lessor as Trustee, means the principal office of the Lessor as Trustee situated at City Hall, Dublin, California. (v) Project. The term "Project" means the Public Facilities including the Dublin Civic Center Complex and Related Facility to be leased to the City pursuant to the Lease Agreement. (w) Project Costs. The term "Project Costs" means all costs of payment of, or reimbursement for, acquisition, construction and financing of the Project, including but not limited 'to, architect and engineering fees, construction contractor payments, costs of feasibility and oth reports, inspection costs, permit fees, filing and recording costs, pzinting co:1, reproduction and binding costs, financing discounts, legal fees and charges, financial and other professional consultant fees, costs of rating agencies or credit ratings, fees for execution, transportation and safekeeping of Certificates and charges and fees in connection with the foregoing. -(x) Public Facilities Project Trust Fund. The term "Public Facilities Project Trust Fund" means the fund by that name established under, and held by the Lessor as Trustee pursuant to Section 4.01 of the Trust Agreement. (w) Redemption Fund. The term "Redemption Fund" means the fund by that name established under, and held by the Lessor as Trustee pursuant to Section 6.16 of the Trust Agreement. (z) Site. The term "Site" means the land as described in Exhibit "B" and the leasehold which the Lessor is leasing to the City pursuant to this Agreement. (aa) Trust Agreement. The term "Trust Agreement" means that certain Trust Agreement Relating to Public Facilities Project dated the date hereof, by and among the Lessor as Trustee, the City and the Lessor. (bb) Trustee or Lessor as Trustee. The term " Trustee or Lessor as Trustee" means Dublin Information, Inc. or its successor in interest acting as trustee under the Trust Agreement. (cc) Reserve Account. The term "Reserve Account" means the account by that name established under, and held 'by the Lessor as Trustee pursuant to Article IV of the Trust Agreement. (dd) Reserve Requirement. The term "Reserve Requirement" means an amount being the estimated annual debt service payable on the aggregate rin al amount of the Certiticates issued to the Oriqinal Purchaser. - 21 - . - "EXHIBIT B" ORDER NO. 54668 The land referred to in this report is situated in the state of California, County of ALAMSDA, and is described as follows : CITY OF DUBLIN PARCEL ONE: COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF DOUGHERTY ROAD, AS IT EXISTED IN OCTOBER, 1964 AND THE NORTHERLY LINE OF DUBLIN BOULEVARD ( FORMERLY KNOWN AS "OLD STATE HIGHWAY LEADING FROM DUBLIN TO LIVERMORE ) AS IT EXISTED IN OCTOBER, 1964; SAID WESTERLY LINE OF DOUGHERTY ROAD BEING 25 FEET FROM THE MEASURED AT RIGHT ANGLES TO THE CENTER LINE OF DOUGHERTY ROAD A:tiD SAID CORTHERLY LINE OF DUBLIN BOULEVARD BEING 47 FEET FROM AND MEASURED AT RIGHT ANGLES TO THE CENTER LINE OF DUBLIN BOULEVARD; SAID POINT OF COMMENCEMENT ALSO BEING THE EASTERLY TERMINUS OF THE COURSE DESIGNATED AS NORTH 730 30 ' 00" WEST 3839 .81 FEET IN THE DEED BY C. M. DOUGHERTY TO THE COUNTY OF ALAMEDA, DATED MARCH 23 , 1917 , RECORDED MAY 3, '1917 , IN BOOK 2565 OF DEEDS, PAGE 182, ALAMEDA COUNTY RECORDS (R-17126 ) ; THENCE ALONG SAID NORTHERLY LINE . OF DUBLIN BOULEVARD NORTH 72 - 43 ' 54" WEST 2299 .89 FEET; THENCE SOUTH 17° 16 ' 06" WEST 89 . 00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 21 ' 59 ' 10" EAST 866 .67 FEET; THENCE SOUTH 67° 42 ' 00" ;•1EST 374 . 23 FEET TO A POINT ON THE ARC OF A 3000 . 28 FOOT RADIUS CURVE , SAfD ALSO BEiINlG ON THE NORTHEASTERLY RIGHT OF W=Y OF THE STATE FREEWAY ROUTE 680 , AL;`IEDA COUNTY; THENCE =.TONG SAID N;:JR':zEAS"TERL'_' RIGHT OF WAY LINE FROM A TANGENJT THAT BEARS SOUT-h 830 221 51 . 33 " WEST AND ALONG SAID 3000 . 23 FOOT RADIUS CU V-- TO THE L F T 370 . •?5 FEET THROUGH AN ANGLE OF 70 05 ' 02. 33 "; THE N:CE T.=.NGEN TO SAID C;,_?V= SOUTH 810 17 ' 49 " WEST 112 . 10 FEET; TiiEI,,: E `:ORTH. 120 23 14 " W ST 36 . 60 FEET TO THE BEGINNING OF A TANGENT 124. 00 FOOT RADIUS C`JR`!:E TO THE RIGHT ; THENCE ALONG SAID CURVE 90 . 97 FEET THROUGH AN AN'-LE OF 42° 02 ' 09" ; THENCE NO;V-TANGENT TO SAID CURVE NORTH 250 57 ' 36 " E. ST 217. 80 FEET; THENCE NORTH 29 * 38 ' -55 " EAST 550 . 22 FEET TO Thz, BEGINNING OF A TANGENT 562. 06 FOOT RADIUS CURVE TO THE LE^r ; ALONG SAID CURVE 86 . 64 FEET 'rHROUIGH AIN ��GLE OF 80 491 55 " ; T :t "; CE NO.N-TANGENT TO SAID CURVE NORTH 21 ' 49 ' J23 " E=.ST 142 . 29 F;ET TO A POINT ON THE RIGHT OF WAY OF DUBLIN: BOULEVARD, ;S IT 'NOW ,XISTS ; THENCE, ALONG SAID RIGHT OF ;•+AY SOUTH 720 PAST 4.0 . 83 FE-r' TO THE TRUE POINT OF BEGINNING OF THIS DESCRIP':I,--NI. EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED" IN THE DEED TO COUNTY OF ALAMEDA, RECORDED JULY 23 , 1975 CN FEEL 4043 , IMAGE 20 , ALAMEDA COUN'T'Y RECORDS . ORDER NO. 54668 (CONTINUED) I ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: REAL PROPERTY SITUATED IN THE TOWNSHIP OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND BEING A PORTION OF THE LAND DESCRIBED IN THE DEED FROM VOLK-MC LAIN COMMUNITIES INC. , FORMERLY THE VOLK-MC LAIN CO. , TO MURRAY SCHOOL DISTRICT OF ALAMEDA COUNTY, DATED OCTOBER 14 , 1966 AND RECORDED OCTOBER 28 , 1966 IN REEL 1864 OF OFFICIAL RECORDS AT IMAGE 533, THEREOF (AY 123533 ) RECORDS OF ALAMEDA COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT AT THE NORTHEAST CORNER OF SAID PARCEL OF LAND REEL 1864 , IMAGE 533 ON THE COMMON LINE BETWEEN SAID PARCEL OF - LAND AND TRACT "B" OF PARCEL NO. 6 DESCRIBED IN THE FINAL JUDGMENT RENDERED JULY 24 , 1944 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION, CASE NO. 22460-G, ENTITLED, "UNITED STATES OF AMERICA VS. 105 . 19 ACRES OF LAND", A CERTIFIED COPY OF WHICH JUDGMENT WAS RECORDED APRIL 4, 1945 IN BOOK 4681 , PAGE 234 OFFICIAL RECORDS OF ALAPIEDA COUNTY; - AND FROM WHICH POINT THE CENTER LINE OF SAID DUBLIN BOULEVARD BEARS NORTH 170 1'6 ' 06" EAST 42 . 00 FEET; THENCE FROM SAID POINT OF COMMENCEMENT AND ALONG SAID COMMON LINE SOUTH 210 59 ' 10" EAST 184 . 39 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING 0:] SAID COMMON LINE SOUTH 21° 59 ' 10" EAST 152. 67 FEET; THEtiCE NORTH 720 43 ' 54 " WEST '96 . 61 FEET; THENCE NORTH 17 ° 16 ' _06 " E _ST 118 . 22 FEET TO THE POINT OF BEGINNING. PARCEL TWO- AN EASEMENT FOR ACCESS PURPOSES OVER THE FOLLOWING DESCRIBED PARCEL OF LAND: I i A PORTION OF TRACT " B" OF PARCEL NO. 6 AND DESCRIBED IN THE FI`!AL JUDGMENT RENDERED JULY 24, 1944 IN THE UNITED STATES DISTRICT COURT, FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION IN CASE NO. 224670-G, ENTITLED, "UNITED STATES OF AMERICA V. 105 . 19 ACRES OF LAND" , A CERTIFIED COPY OF 4HICH JUDGMENT WAS RECORDED APRIL 4, 1945 IN BOOK 4681, PAGE 234, OrFICI3.L RECORDS OF ALa'•IEDA COUNTY. COMMENCING AT THE NORTHWESTERLY CORNER OF SAID TRACT " B" OF PARCEL NO. 6 SAID NORTHWESTERLY CORNER B-EING' ALSO ON THE SOUTHERN LINE OF COUNTY ROAD NO . 35 (FOR�LIERLY ROAD IV, ALAMEDA COUNTY, ROUTE 5, SECTION B) , BEING ALSO KNOWN AS DUBLIN BOULEVARD; THENCE ALONG SAID SOUTHERN LINE SOUTH 720 43 ' 54 " EAST 356 . 53 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING LAST SAID LINE SOUTH 17 ° 16 ' 06 " WEST 436 . 30 FEET TO THE NORTHEASTERLY LINE OF THE LAND DESCRIBED IN THE DEED FROM VOLK-MC LAIN COMMUNITIES, INC . , FORMERLY THE YOLK-MCLAIN COMPANY TO MURRAY SCHOOL DISTRICT OF ALAMEDA COUNTY, STATE OF CALIFORNIA, A PUBLIC CORPORATION, RECORDED OCTOBER 28 , 1966 IN REEL 1864 IMAGE 533 , UNDER RECORDER 'S SERIES NO . AY/123533 IN OFFICIAL RECORDS OF ALAMEDA COUNTY; THENCE ALONG SAID ORDER NO. 54668 (CONTINUED) NORTHEASTERLY LINE OF LAST SAID PARCEL OF LAND AND THE DIRECT EXTENSION NORTHWESTERLY THEREOF NORTH 210 59 ' 10" WEST 81 .39 FEET; THENCE NORTH 170 16 ' 06" EAST 373. 28 FEET TO AFORESAID SOUTHERN LINE OF DUBLIN BOULEVARD; THENCE ALONG SAID SOUTH£RN ' LINE SOUTH 72° 43 ' 54" EAST 51.50 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM SAID STRIP OF LAND 17 .00 FEET IN WIDTH ADJACENT TO THE NORTHEAST LINE OF SAID PROPERTY FOR THE WIDENING OF DUBLIN BOULEVARD. PARCEL THREE : REAL PROPERTY SITUATED IN THE TOWNSHIP OF PLEASANTON , COUNTY OF ALAMEDA, STATE OF CALIFORNIA, AND BEING A PORTION OF THE LAND DESCRIBED IN THE RETRANSFER AGREEMENT MADE AND EXECUTED AS OF MARCH 18 , 1974 , ON BEHALF OF THE UNITED STATES OF AMERICA BY THE SECRETARY OF HEALTH, EDUCATION , ' AND WELFARE , ACTING. THROUGH THE ASSISTANT REGIONAL DIRECTOR FOR SURPLUS PROPERTY UTILIZATION FOR REGION IX OF THE DEPARTMENT OF HEALTH , EDUCATION, AND WELFARE , UNDER THE AUTHORITY OF THE FEDERAL PROPERTY AND ADMINISTRATIVE SERVICES ACT OF 1949 (63 STAT. 377 ) , AS AMENDED, FROM AND ON BEHALF OF MURRAY SCHOOL DISTRICT OF ALAMEDA COUNTY, CALIFORNIA, A POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA, TO AND ON BEHALF OF N4ADOR VALLEY JOINT UNION HIGH SCHOOL DISTRICT OF ALAMEDA COUNTY AND CONTRA COSTA COUNTY, CALIFORNIA, A POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA, RECORDED JUNE 14, 1974 ON REEL 3706 AT IMAGE 210 UNDER RECORDER 'S SERIES NUMBER 74-77258 , ALAMEDA COUNTY RECORDS DESCRIBED AS FOLLOIdS: A PORTION OF TRACT " B" OF PARCEL NO . 6 AND DESCRIBED IN THE FINAL JUDGMENT RENDERED JULY 24, 1944, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION , IN CASE NO. 22460-G, ENTITLED: "UNITED STATES OF AMERICA V. 105 . 19 ACRES OF LAND" , A CERTIFIED COPY OF WHICH JUDGMENT WAS RECORDED APRIL 4 , 1945 IN BOOK 4681, PAGE 234, OFFICIAL RECORDS OF ALAMEDA COUNTY: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID TRACT "B" OF PARCEL NO. 6 SAID NORTHWESTERLY CORNER BEGIN ALSO ON THE SOUTHERN LI:]E OF COUNTY ROAD NO . 35 ( FOR�IMERLY ROAD IV, ALAMEDA COUNTY, ROUTE 5, SECTION B) BEING ALSO KNOWN AS DUBLIN BOULEVARD; AND FROM WHICH POINT THE CENTERLINE OF SAID DUBLIN BOULEVARD BEARS NORTH 17 ° 16 ' 06" EAST 33 .00 FEET; THENCE FROM SAID POINT OF COMMENCEMENT AND ALONG THE SOUTHWESTERN LINE OF SAID TRACT " B" OF PARCEL CIO. 6 , SOUTH 210 59 ' 10" EAST 21. 95 FEET TO A POINT ON A LINE WHICH IS PyRAr.r EL TO AND MEASURES 50 . 00 FEET SOUTHWESTERLY AT RIGHT ANGLES FROM SAID CENTERLINE OF DUBLIN BOULEVARD AND BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION ; THENCE ALONG THE LAST NAMED LINE ORDER NO. 54668 (CONTINUED) SOUTH 720 43 ' 54" EAST 160. 14 FEET TO A POINT OF CUSP; THENCE FROM A TANGENT THAT BEARS NORTH 720 43 ' 54" WEST ALONG THE ARC OF A 50 FOOT RADIUS CURVE TO THE LEFT 78. 54 FEET THROUGH A CENTRAL ANGLE OF 90 ° 00 ' 00"; THENCE TANGENT TO SAID CURVE SOUTH 170 16 ' 06" WEST 84 .78 FEET TO A POINT ON THE COMMON LINE BETWEEN SAID TRACT "B" OF PARCEL NO. 6 AND THE LAND DESCRIBED IN THE DEED FROM VOLK-MC LAIN COMMUNITIES, INC. FORMERLY THE VOLK-MC LAIN CO. TO MURRAY SCHOOL DISTRICT OF ALAM EDA COUNTY, STATE OF CALIFORNIA, A PUBLIC CORPORATION, RECORDED OCTOBER 28, 1966 ON REEL 1864, IMAGE 533 , UNDER RECORDER 'S SERIES NO. AY/123533 IN OFFICIAL RECORDS OF ALAM EDA COUNTY; -THENCE ALONG SAID COMMON LINE NORTH 21° 59 ' 10"EAST 174 .06 FEET TO THE TRUE POINT OF BEGINNING. ASSESSOR'S PARCEL NO. 941-1401-014-05 St v G -RAS v J ' zo � y EDal= liar IEASF. TER4 Date Interest Principal Total Base Payment . 8/1/86 $667,810.67 0100 $ 667,810.67 2/1/87 539,040.00 $173,000.00 712,040.00 8/1/87 539,040.00 0.00 539,040.00 2/1/88 533,201.25 180,000.00 713,201.25 8/1/88 533,201.25 0.00 533,201.25 2/1/89 526,676.25 195,000.00 721,676.25 8/1/89 526,676.25 0.00 526,676.25 2/1/90 519,363.75 205,000.00 724,363.75 8/1/90 519,363.75 0.00 519,363.75 2/1/91 511,420.00 225,000.00 736,420.00 8/1/91 511,420.00 0.00 511,420.00 2/1/92 502,420.00 240,000.00 742,420.00 __ . 8/1/92 502,420.00 0.00 502,420.00 2/1/93 492,580.00 260,000.00 752,580.00 8/1/93 492,580.00 0.00 ' 492,580.00 2/1/94 481,660.00 280,000.00 761,660.00 8/1/94 481,660.00 0.00 481,660.00 2/1/95 469,620.00 305,000.00 774,620.00 8/1/95 469,620.00 0.00. 469,620.00 2/1/96 456,200.00 335,000.00 791,200.00 8/1/96 456,200.00 0.00 456,200.00 2/1/97 441,125.00 365,000.00 806,125.00 8/1/97 441,125.00 0.00 441,125.00 2/1/98 424,700.00 395,000.00 819,700.00 8/1/98 424,700.00 0.00 424,700.00 2/1/99 406,925.00 430,000.00 836,925.00 8/1/99 406,925.00 0.00 406,925.00 2/1/00 387,575.00 470,000.00 857,575.00 8/1/00 387,575.00 0.00 387,575.00 2/1/01 365,837.50 515,000.00 880,837.50 8/1/01 365,837.50 0.00 365,837.50 2/1/02 342,018.75 560,000.00 902,018.75 8/1/02 342,018.75 0.00 342,018.75 2/1/03 316,118.75 615,000.00 931,118.75 8/1/03 316,118.75 0.00 316,118.75 2/1/04 287,675.00 670,000.00 957,675.00 8/1/04 287,675.00 0.00 287,675.00 2/1/05 256,687.50 735,000.00 991,687.50 8/1/05 256,687.50 0.00 256,687.50 2/1/06 222,693.75 800,000.00 1,022,693.75 8/1/06 222,693.75 0.00 222,693.75 2/1/07 185,693.75 875,000.00 1,060,693.75 8/1/07 185,693.75 0.00 185,693.75 2/1/08 145,225.00 955,000.00 1,100,225.00 8/1/08 145,225.00 0.00 145,225.00 2/1/09 101,056.25 1,045,000.00 1,146,056.25 8/1/09 101,056.25 0.00 101,056.25 2/1/10 52,725.00 1,140,000.00 1,192,725.00 8/x/10 52,725.00 0.00 52,725.00 .18,604,285.67. 11,968,000.00 30;572,285.67..`. , i 2,087-14/0002Ckm 11/19/85 TRUST AGREEMENT RELATING TO PUBLIC FACILITIES PROJECT NO. 1 by and among DUBLIN INFORMATION, INC. , as Lessor and Trustee and CITY OF DUBLIN Dated as of December 18, 1985 This Trust Agreement contains provisions relating to $11,968,000 aggregate principal amount of Certificates of Participation, evidencing ownership interest of the Certificate Holders in and to that certain Lease Agreement dated as of December 18, 1985, by and between the City of Dublin, California, as Lessee thereunder and Dublin Information, Inc. , as Lessor thereunder and as Trustee under this Trust Agreement. 1 f � TRUST AGREEMENT TABLE OF CONTENTS (This Table of Contents if for convenience of reference only and is not a part of the Trust Agreement) PAGE ARTICLE I RECITALS AND REPRESENTATIONS Section 1.01. Lease Agreement 2 Section 1.02. Deposit of Moneys 2 Section 1.03. Lease Payments 2 Section 1.04. Conditi ons Precedent Satisfied - 2 ARTICLE IT DEFINITIONS AND RULES OF CONSTRUCTION Section 2.01. Definitions 3 Section 2.02. Rules of Construction 3 ARTICLE III APPOINTMENT OF TRUSTEE Section 3.01. Appointment of Trustee 4 Section 3.02. Acceptance of Appointment 4 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS Section 4.01. Public Facilities Project Trust Fund 5 Section 4..02. Establishment and Application of Construction Account 5 Section 4.03. Establishment and Application of Lease Payment Account 6 Section 4.04 Establishment and Application of Reserve Account 7 Section 4.05. No Unauthorized Transfers 7 Section 4.06. Deposit and Investment of Moneys in Funds 7 ARTICLE V THE TRUSTEE Section 5.01. Trustee; Duties, Removal and Resignation 8 Section 5.02. Compensation of the Trustee 8 Section 5.03. Protection fo the Trustee 9 Section 5.04. Paying Agents 10 ARTICLE VI CERTIFICATES; TERMS AND PROVISIONS Section 6.01. Preparation of Certificates 11 Section 6.02. Form; Denominations; Medium of Payment 11 Section 6.03. Date of C ertifacates 11 Section 6.04. Payment of Principal and Interest -- - with Respect to Certificates 11 Section 6.05. Legends 12 Section 6.06. Execution 12 Section 6.07. Negotiability, Transfer and Registry 12 Section 6.08. Transfer of Fully Registered Certificates 12 Section 6.09. Regulation with Respect to Exchange and Transfers 12 Section 6.10. Certificate Register 13 Section 6.11. Temporary Certificates 13 Section 6.12. Certificates; Mutilated, Lost Destroyed or Stolen 13 Section 6.13. Place of Payment 14 Section 6.14. Evidence of Signatures of CPrtificate Owners and Ownership of Certificates 14 Section 6.15. Redemption 15 Section 6.16. Redemption Fund 15 Section 6.17. Notice of Redemption 15 Section 6.18. Payment of Certificates 16 ARTICLE VII COVENANTS; LIMITATION OF LIABILITY Section 7.01. City to Perfz>rm Agreement 17 Section 7.02. Lessor to Perform Agreement' 17 Section 7.03. Action on Default 17 Section 7.04. No Obligation by the City to Owners 17 Section 7.05. No'Obligation to Performance by the Trustee 17 Section 7.06. No Liability to Owners for Payment 17 Section 7.07. No Responsibility for Suffici ncy 17 Section 7.08. Trustee May Require Opinion of Counsel 18 Section 7.09. Indemnification to Trustee 18 Section 7.10. No Arbitrage 18 y�lLt1 i vy { Y .'•: Q�� 11 •tit..l.�~. �/. ,=!r..r �yi•1•X. f...s�_ � 1 � J ARTICLE VIII AMENDMENT: DEFEASANCE; ADMINISTRATIVE PROVISIONS Section 8.01. Amendment 19 Section 8.02. Defeasance 19 Section 8.03. Recording and Filing 19 Section 8.04. Trustee to Keep Records 19 Section 8.05. Notices 20 Section 8.06. California Law 20 Section 8.07. Severability 20 Section 8.08. Binding on Successors 20 Section 8.09. Headings 20 Signatures 21 EXHIBIT "A" Definitions - EXHIBIT "B" Certificate Form E THIS TRUST AGREEMENT RELATING TO PUBLIC FACILITIES PRO= NO. 1, made and entered into as of December 18, 1985 (this "Agreement") by and among Dublin Information, Inc., a California non-profit public benefit corporation duly organized and existing under the laws of the State of California and qualified to accept trusts of the type herein set forth (herein called the "Trustee" or "Lessor as Trustee" or "Lessor") and the CITY OF DUBLIN, a municipal corporation of the State of California (herein called the "City") WIZNESSEETH: In consideration of the mutual covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: - 1 - ARTICLE I RECITALS AND REPRESENTATIONS Section 1.01. Lease Agreement. The Lessor and the City have enured into a Lease Agreement Relating to Public Facilities Project No. 1 and the City has agrees to lease the Project from the lessor. Section 1.02. Deposit of Moneys. Under the Lease Agreement, in order to induce the City to lease the Project form the lessor and to assure the City that the Project Costs will be paid without delay and that the Project will be available for lease without delay, the lessor is required to deposit, or cause to be deposited on its behalf, $11,968,000. Section 1.03. Lease Payments. Under the Lease Agreement, the City is obligated to pay to the lessor or its assignee certain lease Payments for the use and occupancy of the Project. Section 1.04. Conditions Precedent Satisfied. All acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Agreement have happened and have been performed in regular and due time, form and manner as required by law and the parties hereto are now duly empowered to execute and enter into this Agreement. - 2 - ARTICLE II DEFINITIONS AND RULES OF CONSTRUCTION Section 2.01. Definitions. The terms defined in Exhibit A attached hereto and by this reference incorporated herein, as used and capitalized herein, shall, for all purposes of this Agreement, have the meanings ascribed to them in said Exhibit A, unless the context clearly requires some other meaning. In addition, the term "Agreement" as used herein means this Trust Agreement Relating to Public Facilities Project No. 1. Section 2.02. Rules of Construction. Words of the masculine gender shall. be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa,- and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this Agreement, refer to this Agreement. r - 3 - - .wu.. ...1... r.'y 1.. ......i..f... .1♦.:.l:tv...wi..yv:-Flfrf:Y.♦ !f:. .�..... ..... �.... e.. rte,.. _ .. .wr.�:i`:.. ..._ ... _. ..... .......i-:... _ i. .. .v.... . ARTICLE III APPOINTMENT OF TRUSTEE Section 3.01. Appointment of Lessor as Trustee. In consideration of the recitals hereinabove set forth and for other valuable consideration, the Lessor and the City hereby agree to appoint the Lessor as Trustee to receive, hold, invest and disburse the moneys to be paid to it pursuant to the Lease Agreement for credit to the various funds and accounts established by this Agreement; to prepare, execute, deliver and deal with the Certificates; and to apply and disburse the Lease Payments to the Owners of Certificates; and to perform certain other functions; all as hereinafter provided and subject to the terms and conditions of this Agreement. Section 3.02. Acceptance of Appointment. The Lessor- as Trustee accepts the appointment above referred to subject to the terms and conditions of this Agreement. - 4 - 1 . N.+✓N,p.+'-..l;M;.au.X4Y u.:iLCy,�..q :4Y1.. z t+•'—"� L'S+"Y ,, .�'u¢�kici�s� 3'. ''. ..v., 5Vt'.su.sLi k `-S v,4s J f 1 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS Section 4.01. Public Facilities Project Trust Fund No. 1. There is hereby established with the Lessor as Trustee a special trust fund to be designated the "City of Dublin Public Facilities Project No. 1 Trust Fund". The Lessor as Trustee shall hold said Fund for the benefit of the Certificate Owners and keep said Public Facilities Project No. 1 Trust Fund separate and apart from all other funds and moneys held by it. Within the Public Facilities Project No. 1 Trust Fund, there are hereby established, for the benefit of the City, the Construction Account more particularly described in Section 4.02 hereof and the Lease Payment Account more particularly described in Section 4.03 hereof. On the date of recordation of the Agreement in the Office of the Countv Recorder of Alameda County, the Lessor as Trustee agrees to deposit in the Public Facilities Project No. 1 Trust Fund the sum of $11,968,000 and to transfer approximately $11,968,000 thereof the the Construction Account, and any remaining amount thereof to the Lease Payment Account. In addition, accrued interest will be deposited with the Lessor as Trustee in the Lease Payment Account. Section 4.02. Establishment and Application of Construction Account. (a) Within the Public Facilities Project No. 1 Trust Fund, there is hereby established a special account to be designated the "Public Facilities Project No. 1 Construction Account" (herein referred to as the "Construction Account") . The Lessor as Trustee shall hold said Fund for the benefit of the Certificate Owners and keep the Construction Account separate and apart from all other funds and accounts held by it and shall administer the Construction Account as provided in this Section 4.02. (b) Amounts in the Construction Account shall be disbursed for Project Costs. Disbursements from the Construction Account shall be made by the Lessor as Trustee upon receipt of a certificate requesting disbursement executed or approved by an Authorized Officer of the City. Subject to subsections (c) and (d) hereof, each such certificate shall: W set for the amounts to be disbursed fbr payment or reimbursement of previous payments of Project Costs and the person or persons to whom said amounts are to be disbursed; (ii) state that the amounts to be disbursed constitute Project Costs as said term is defined in Exhibit "A" attached to this Agreement, that said amounts are required to be disbursed pursuant to a contract entered into therefor by or on behalf of the Lessor or the City, or were necessarily and reasonably incurred; and that said amounts are not being paid in advance of the time, if any, fixed for payment; (iii) state that no amount set forth in the certificate was included in any certificate requesting disbursement previously filed with the Lessor as Trustee pursuant to this Section; and - 5 - . (iv) state that the amount remaining in the Construction Account, together with interest earnings thereon, will, after payment of the amount set forth in the certificate requesting disbursement, be sufficient to pay all remaining Project Costs as then estimated. (c) Prior to the initial disbursement of funds from the Construction Account for the purpose of payments to a contractor for construction of the Project, the City shall deposit with the Lessor as Trustee: (a) the certificate of an Authorized Officer of the City stating that all approvals, consents, licenses, certificates or permits, which are conditions precedent to the construction of the Project, whichever is applicable, of any government or agency or bureau thereof having jurisdiction with respect thereto have been obtained; (ii) the certificate of an Authorized Officer of the City stating the final plans and specifications providing for the construction portions of the Project, have been completed and approved by the City; and (iii) the certificate of an architect or engineer employed by the City stating that the site on which the construction portion of the Project is to be constructed pursuant to the plans and specifications is the site described in Exhibit "B" attached to the Lease Agreement, and that the construction contracts for the Project provide for the construction of the Project in accordance with the plans and specifications therefor. (d) Each certificate requesting disbursement which is submitted pursuant to subsection (b) and which relates to disbursement for construction of a construction portion of the Project shall be accompanied by the certificate of an architect or engineer employed by the City approving the certificate requesting disbursement and certifying that (a) insofar as such certificate relates to payment for work, materials, equipment or supplies, such work was actually performed, or such materials, equipment or supplies were actually installed in furtherance of the construction of the Project or delivered to the site for such purpose, or delivered for storage or fabrication at a place approved by the City, and (ii) as of the date of said certificate requesting disbursement an identified percentage of the Project has been completed. (e) Any amounts remaining in the Construction Account upon payment of the entire Project Costs shall be deposited by the Lessor as Trustee in the Lease Payment Account and the Construction Account shall be closed: Upon deposit of said amounts into the Lease Payment Account, said amounts shall be applied as a credit against the next subsequent Lease Payments due by the City. Section 4.03. Establishment and Application of Lease Payment Account. (a) Within the Public Faciliti es Project No. 1 Trust Fund, there is hereby established a separate account to be designated the "Public Facilities Project No. 1 Lease Payment Account" (herein referred to as the "Lease Payment Account") . Such account shall be maintained by the Lessor as Trustee for the benefit of the Certificate Owners until the Lease Payments are paid in full pursuant to the terms of the Lease Agreement. Lease Payments paid to the Lessor as Trustee pursuant to the Lease Agreement shall be deposited by the Lessor as Trustee in the Lease Payment Account. - 6 - l.r •GI_'` ""�,Me h2. �d-.' _►_ 'Li..ww.r"Y:'�M.s1:'.��...5..................... .t_._.. (b) The Lessor as Trustee shall withdraw from the Lease Payment Account, on each Payment Date, an amount equal to the Lease Payment due on or before such Payment Date, and Shall cause the same to be applied to the payment of principal and interest payments due on the Certificates on such Payment Date. Section 4.04 Establishment and AMlication of Reserve Account and Debt Service Account. (a) (1) Within the Public Facilities Project Trust Fund No. 1, there is hereby established a separate n arate account in the amount of $1,300,000 to be designated the "Public Facilities Project No. 1 Reserve Account" (herein referred to as the "Reserve Account") . Such account shall be maintained by the Trustee for the benefit of the Certificate Owners until the Lease payments are paid in full pursuant to the terms of the Agreement, (2) If on any payment Date after occupancy of the facilities by the City, the amounts in the Tease Payment Account are less than the Lease Payments then due, the Trustee shall transfer from the Reserve Account to the Tease Payment Account an amount sufficient to make up such deficiency. In the event of any such transfer, the Trustee shall, within five (5) days after making such transfer, provide written notice to the Lessor and the City of the amount and date of such transfer. (3) Moneys in the Reserve Account shall be used for the purpose of making up deficiencies in the Lease payment Account in the event that moneys in the Lease Payment Account are less than the Tease payments then due on any Payment Date, and for the latter purpose moneys may be withdrawn frcIIn the Reserve Account and transferred to the Lease Payment Account, as provided in subsection (b) . (4) If on any Payment Date after occupancy, of the facilities by the City, the amount of all payments due and payable on the Certificates exceeds the amount on hand in the Lease Payment Acct, taking into account any transfers made from the Reserve Account pursuant to subsection (c) , the Trustee shall apply the moneys on hand therein first to the payment of all interest past due with respect to all Certificates, and second to the payment of that portion of the unpaid principal balance of each Certificate which is then past due, pro rata if necessary. (5) Upon receipt of any delinquent Lease Payment with respect to which moneys have been advanced from the Reserve Account, such Lease payment shall be deposited in the Reserve Account; provided, however, that no other Lease Payments are then delinquent in which event such moneys shall be applied to the payment of the Certificates in accordance with the provisions in subsection (d) - _.7a •r S T r r (1) within the Public Facilities Project Trust Fund No. 1, there is hereby established a separate account in the amount of $1,800,000 to be designated Public Facilities Project No. 1 prepaid Debt Service RrA (herein referred to as Debt Service Account) . Such account shall be maintained by the Trustee for the benefit of the Certificate owners until construction of the Project is completed and the City occupies the facilities, at which time any balance renkainuxi in said Account shall be returned to the General RU-1d or other appropriate account of the City. (2) If on any Payment Date prior to occupancy of the Facilities by the City, the amounts in the Tease Payment Account are less than the Tease Payments then due, the Trustee shall transfer from the Debt Service Account to the lease Payment Account an amount sufficient to make up such deficiency. In the event of any such transfer, the Trustee shall, within five (5) days after making such transfer, provide written notice to the lessor and the City of the amount and date of such transfer. (3) Moneys in the Debt service Account shall be used for the purpose of making up deficiencies in the Tease Payment Account in the event that moneys in the Tease Payment Account are less than the lease Payments then due on any Payment Date, and for the latter purpose moneys may be withdrawn frarL the Reserve Account and transferred to the lease Payment Account, as provided in subsection (2) . . (4) If on any Payment Date prior to occLipancy of the Facilities ities by the City, the amount of all payments due and payable on the certificates exceeds the amount on hand in the Lease Payment Account, taking into account any transfers made from the Debt Service Account, the Trustee shall apply the moneys on hand therein fu-st to the payment of all interest past due With respect to all Certificates, and second to the payment of that portion of the unpaid principal balance of each Certificate which is then past due, pro rata --JUf necessary. .1Z Ek'J 0 AA a E eE D Section 4.05T No Unauthorized Transfers. No amount shall be withdrawn or transferred from or paid out of any fund or account except as In this Agreement expressly provided. ReravrAl3e rte b Section 4.06eolo it and Investment of Moneys in Funds. (a)- All moneys held by the Lessor as Trustee in any of the funds or accounts established pursuant to this Agreement shall be deposited or invested in Permitted Investments. The Lessor as Trustee shall invest such funds in Permitted Investments so as to obtain the highest yield which the lessor as Trustee deems practicable, having due regard for the safety of such funds and 7b T for the date upon which such funds will be required for uses and purposes specified in this Agreement. Notwithstanding any provision of this subsection (a) , in the event that written instructions for investment of any fund or account in Permitted Investments are provided by the City, the Lessor as Trustee shall invest moneys in said fund or account in accordance with said instructions. (b) All interest or income received by the Lessor as Trustee on investment of the Lease Payment Account established pursuant to Section 4.03 hereof shall, prior to the Completion Date, be deposited in the Construction Account and, after the Completion Date, be retained in said Account and be applied to the payment of delinquent payments due on the Certificates, if any, and otherwise as set forth herein. All interest or income received by the Lessor as Trustee on investment of the Reserve Account shall be retained in the Reserve Account in the event that amounts on deposit in the Reserve Account are less than the Reserve Requirement. In the event that amounts then on deposit in the Reserve Account equal or exceed the Reserve Requirement, such excess shall be transferred to the City's general fund. Transfers to the Lease Payment Account shall be made by the Lessor as ,Trustee on or prior to the fifteenth (15th) day of the month preceding each Payment Date, commencing with the first Payment Date following the Completion Date, and shall be applied as set forth herein. Amounts retained or deposited in the Lease Payment Account pursuant to this subsection (b) shall be applied as a credit against the Lease Payment due by the City pursuant to the Agreement on the Payment Date following the date of deposit. At the time of deposit of said moneys in the Lease Payment Account, the Lessor as Trustee shall report the amount of said deposit to the City, and the amount of the Lease Payment payable by the City on the next following Payment Date shall be reduced by an amount equal to said deposit. Ln the event that said moneys exceed the Lease Payment due on said Payment Date, the amount of such excess shall be applied as a credit against subsequent Lease Payments. A11 interest or income on the Construction Account shall be retained in the Construction Account until the Construction Account is closed pursuant to Section 4.02 (e) hereof. (c) The Lessor as Trustee shall act only as agent in making or disposing of any investment. As long as the Lessor as Trustee makes investments using ordinary care, the Lessor as Trustee shall not be liable for any loss resulting from the making or disposition of any investment pursuant to this Section, and any such lasses shall be charged to the account with respect to which such investment was made. - 7.1 - ARTICLE V THE LESSOR AS TRUSTEE Section 5.01. Lessor as Trustee; Duties, Removal and Resignation. By executing and delivering this Agreement, the Lessor as Trustee accepts the duties and obligations of the Lessor as Trustee provided in this Agreement, but only upon the terms and conditions set forth in this Agreement. The Lessor and the City may by written agreement between themselves, or the Owners of a majority in aggregate principal amount of all Certificates Outstanding may by written request, remove the Lessor as Trustee initially a party to this Agreement, and any successor thereto and may appoint a successor Trustee, but any such successor shall be a bank or trust company doing business and having an oface in California, authorized to do business in the State of California in compliance with all applicable laws and regulations of the State of California and the federal government 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 the 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 conditions so published. The Lessor as Trustee may at any time resign by giving written notice to the Lessor and the City of its intent to resign and, fallowing thirty (30) days after said notice of intent, by giving written notice of resignation to the Certificate owners by publication of such resignation at least once in an Authorized Newspaper. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the City does not appoint a successor Trustee within thirty (30) days thereafter, the resigning Trustee may petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Lessor as Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Section 5.02. Compensation of the Trustee. The City shall from time to time on demand reimburse the Trustee for all its advances and expenditures, including but not limited to .advances to and fees and expenses of independent appraisers, accountants, consultants, counsel, agents and attorneys-at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder and the Lessor as Trustee shall have a lien therefor on any and all funds at any time held by it under this Agreement, which lien shall be prior and superior to the lien of the Certificate Owners. The City's obligation hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates. No indemnification will be made to the Trustee for willful misconduct, negligence, or breach of duty by the Trustee, its ofricers, agents, employees, successors or assigns. - 8 - section 5.03. Protection to the Trustee. The Lessor as Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition, or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Agreement, and the Lessor as Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Lessor as Trustee shall not be bound to recognize any persons as an Owner of any Certificate or to take any action at his request unless such Certsficate shall be deposited with the Lessor as Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Lessor as Trustee. The Lessor as Trustee may consult with 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 in accordance therewith. Except as to counsel who customarily acts as counsel to the Lessor as Trustee in the performance by the Lessor as Trustee of duties under this Agreement, in the event of a second counsel with respect to the same matter, the Lessor as Trustee shall provide to each counsel a copy of any written opinion provided by the other counsel with respect to such matter. Whenever in the administration of its duties under this Agreement, the Lessor as 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 scecificaly prescribed) shall be deemed to be conclusively proved and established by the certificate of an Authorized Officer of the City or the Lessor as Trustee and such certificate shall be full warranty to the Lessor as Trustee for any such action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Lessor as Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Lessor as Trustee may buy, sell, own, hold and deal in any of the Certificates provided pursuant to this Agreement, and may join in any action which any Owner may be entitled to take with like effect as if the Lessor as Trustee were not a party to this Agreement. The Lessor as Trustee, either as principal or agent, may also engage in or be interested in anv financial or other transaction with the City or the Lessor, and may act as depository, trustee, or agent for any committee or body of Owners of CertiLl"icatees or other obligations of the City as freely as if it were not the Lessor as Trustee hereunder. The Lessor as Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Lessor as Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Lessor as Trustee shall not be answerable for the exercise of any discretion or power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its own willful misconduct or gross negligence or breach of duty under this Agreement. - 9 - The Lessor as Trustee will act in a m;n;S+Pr;� and passive capacity in the exercise of its duties as set forth herein, except with respect to its exercise of the rights of the Lessor under the Lease Agreement in the event of default thereunder, in which case it shall act in the manner set forth in Section 7.03 of this Agreement. Section 5.04. Paying Agents. The City may appoint paying agents. Each such 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 purpose of this Section the 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 conditions so published. - - 10 - :,.....JW �'T.r.-'....... .hr„i.:+. yK%'.::;'ja., ._.u•�=–�,+i;.':r.il.. - 7��. ��'}' ARTICLE V1 CER=CAM; TERM AND PROVISICNS Section 6.01. Preparation of Certificates. The Lessor as Trustee is hereby directed to prepare, execute and deliver to the Original Purchaser, Certificates in an aggregate principal ammt of Eleven Million Nine Hundred Sixty-eight Thousand Dollars ($11,968,000) evidencing undivided ownership interest in the Tease Payments to be paid by the city under the Lease Agreement. Section 6.02. Form; Denomination; Medium of Payment. The Certificates shall be delivered in the form of Fully Registered Certificates in the denomination of Five . Thousand Dollars ($5,000) each or any whole multiple thereof (which form shall be substantially in the form set forth in Exhibit "B" hereto attached and by this reference herein incorporated) or in any ccnbination of such forms. The certificates shall be payable_in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Section 6.03. Date of Certificates. Fully Registered Certificates delivered prior to December 31, 1985, shall be dated as of December 18, 1985. Fully Registered certificates delivered on or after December 31, 1985, shall be dated as of the preceding payment Date unless such date of delivery shall be a Payment Date, in which case with respect to Fully Registered Certificates shall be payable frcm. their date. Section 6.04. Payment of Principal and Interest with Respect to Certificates. (a) The Certificates shall be payable from the principal ccnponent of Lease Payments due and payable by the city on the fifteenth (15th) day of the month preceding each February 1 in the years and amounts and bear interest at the rate(s) per annum as follows: YEAR AMUJNT RATE 1987 $173,000.00 6.75 1988 180,000.00 7.25 1989 195,000.00 7.50 C 1990 205,000.00 7.75 oT�t����1SE17 1991 225,000.00 8.00 T 1992 240,000.00 8.20 1993 2601*000.00 8.40 1994 280,000.00 8.60 1995 305,000.00 8.80 1996 335,000.00 9.00 1997 365,000.00 9.00 1998 395,000.00 9.00 1999 430,000.00 9.00 2000 470,000.00 9.25 2001 515,000.00 9.25 2002 560,000.00 9.25 f 2003 615,000.00 9.25 -11- - ,V r 2004 670,000.00 9.25 2005 735,000.00 9.25 �1A�`� 2006 800,000.00 9.25 $�N SD J�� T 0 2007 875,000.00 9.25 2008 955,000.00 9.25 2009 11045,000.00 9.25 2010 1,140,000.00 9.25 TOTALS $11,968,000.00 (b) Interest with respect to the Certificates shall be payable on August 1, 1986, and semiannually thereafter on February l and August 1 of each year to and including the •date of maturity or redemption, whichever is earlier. Said interest shall represent the portion of Lease payments designated as interest coming due and payable by the City on the fifteenth (15th) day of the month preceding each of said August 1 and February 1 dates. Section 6.05. Lends. The Certificates may contain or have -endorsed thereon such provisions, specifications and descriptive worths not inconsistent with the provisions of this Agreement as may be necessary or desirable to cc ugly with custan, or otherwise, .as may be determined by the City prior to the delivery thereof. Section 6.06. Execution. The Certificates shall be executed in the name of, and by, the Lessor as Trustee under this Agreement, by the manual signature of an authorized officer of the Lessor as Trustee. Section 6.07. Negotiability, Transfer and Registry. All of the Certificates issued pursuant to this Agreement shall be negotiable as provided by law subject to the provisions for registration and transfer contained in this Article VI and in the Certificates. Section 6.08. Transfer of Fully Registered Certificates. (a) The registration of each Fully Registered Certificate shall be transferable only upon the Certificate Register, which shall be kept for that purpose at the Principal Office of the Lessor as Trustee, upon surrender thereof together with a written instrument of transfer satisfactory to the Lessor as Trustee duly executed by the registered Owner or his duly authorized attorney. Upon the registration of the transfer and the surrender of any such Fully Registered Certificate, the Lessor as Trustee shall provide, in the name of the transferee, a new Fully Registered Certificate or Certificates. (b) The lessor as Trustee shall deem and treat the person in whose name any outstanding Fully Registered Certificate shall be registered upon the Certificate Register as the absolute owner of such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and interest payments with respect to such Certificate for all other purposes, and all such payments so made to any such registered Owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and neither the City nor the Lessor as Trustee shall be affected by any notice to the contrary. The City agrees to indemnify the Lessor as Trustee or -12- cause the Lessor as Trustee to be indemnified against any and all loss, cost, charge, expense, judgment or liability incurred by it, acting in good faith and without gross negligence hereunder, in so treating such registered Owner. Section 6.09. Regulation with Respect to Exchange and Transfers. In all cases in which the privilege of transferring Fully Registered Certificates is exercised, the Lessor as Trustee shall execute and deliver Certificates in accordance with the provisions of this Article VI. All Fully Registered Certificates surrendered in any such exchanges or transfers shall forthwith be cancelled and destroyed by the Lessor as Trustee. For every such transfer of Certificates, whether temporary or definitive, the City and the Lessor as Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge, other than one imposed by the City, required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or trans.er, as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Agreement the cost of preparing Fully Registered Certificate upon the first exchange or transfer following delivery pursuant to Section 6.01 hereof, and any other expenses of the City or the Lessor as Trustee incurred in connection therewith (except any applicable tax, fee or other governmental charge other than one imposed by the City) shall be paid by the City. Section 6.10. Certificate Register. The Lessor as Trustee shall keep or cause to be kept at the Principal Office of the Lessor as Trustee a Certificate Register; and, upon presentation for such purpose, the Lessor as Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Certificate Register, Certificates as hereinbefore provided. The information contained in the Certificate Register with respect to the ownership of or security interest in the Certificates shall not be subject to inspection or copying by the public as provided in Section 5060 (a) of Chapter 1.5 of Division 6 of Title 1 of the Government Code of the State of California; provided, however, that the City shall have access to such records. Section 6.11. Temporary Certificates. Pending preparation of the definitive Certificates, any Certificates delivered under this Agreement may be initially delivered in temporary form exchangeable for definitive Certificates when ready for delivery. The temporary Certificates may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Certificates shall be executed by the Lessor as Trustee and be delivered by the Lessor as Trustee upon the same conditiflns and in substantially the same manner as definitive Fully Registered Certificates. If the Lessor as Trustee delivers temporary Ce_rtifIcates, it shall execute and furnish definitive Certificates without delay and, thereupon, the temporary Certificates shall be surrendered for cancellation at the Principal Oise of the Lessor as Trustee and the Lessor as Trustee shall deliver in exchange for such temporary Certificates an equal aggregate principal amount of definitive Fully Registered Certificates, of authorized denominations and of the same maturity and interest rate or rates. Until so exchanged, the .temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates delivered pursuant hereto. - 13 - Section 12. Certificates; Mutilated, Lost, Destroved or Stolen. If any Certificates shall become mutilated or defaced so as to impair its value to the Owner thereof, the Lessor as Trustee, at the expense of the Owner of said Certificates, shall execute and deliver a new Certificate of like tenor and maturity and numbered as the Lessor as Trustee shall determine in exchange and substitution for the Certificates so mutilated, but only upon surrender to the Lessor as Trustee of the Certificates so mutilated. Every mutilated Certificate so surrendered to the Lessor as Trustee shall be cancelled by it and either destroyed of delivered upon the order of the City. If any Certificates shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Lessor as Trustee and if such evidence is satisfactory to the Lessor as Trustee and if an indemnity satisfactory to the Lessor as Trustee shalt be given, the Lessor as Trustee, at the expense of the Certificate owner, shalt execute and deliver a new Certificates of like tenor and maturity and numbered as the Lessor as Trustee shall determine in lieu of and in substitution for the Certificate so lost, destroyed or stolen. The Lessor as Trustee may require payment of an appropriate fee for each new Certificates delivered under this Section and of the' expenses which may be incurred by the Lessor as Trustee in carrying out the duties under this Section. Any Cer-tificates issued under the provisions of this Section in lieu of any Certificates alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of the Trust Agreement. The Lessor as Trustee shall not be required to treat both the original Certificates and any duplicate Certificates as being Outstanding for the purpose of determining the principal amount of Certificates which may be issued hereunder or for the purpose of determining any percentage of Certificates Outstanding hereunder. Notwithstanding any other provision of this Section, in lieu of delivering a new Certificate for a Certificate which has been mutilated, lost, destroyed or stolen and which has matured, the Lessor as Trustee may make payment of such Certificates. Section 6.13. Place of Pavment. Pacific Trust Company is hereby appointed as paving agent for the Certifrates. The principal of and interest on all Certificates shall be payable when due by check or draft of the Paying Agent mailed to the Owner of record as of the close of business on the fifteenth (15th) day of the month next preceding an interest Payment Date at the address shown on the Certificate Register. Section 6.14. Evidence of Signatures of Certificate Owners and Ownership of Certificates. Any request, direction, consent, revocation of consent or other instrument in writing required or permitted by this Agreement to be signed or executed by Certificates Owners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Certificates Owners in person or by their attorneys or agents appointed by an instrument in writing for that purpose. Proof of the execution of any such instrument, or of any instrument appointing any such attorney or agent, and of the holding and ownership of Certificates shall be sufficient for any purpose of this Agreement (except as otherwise herein provided) , if made in the following manner: (a) The fact and date of the execution by any Certificate Owner or his attorney or agent of any such instrument and of any instrument appointing any such attorney or agent, may be proved by a certificate, which need not be acknowledged or verified, of any officer of any bank or trust company located within the United States of America, or of any notary public, or other officer - 14 - .41. authorized to take acknowledgments of deeds to be recorded in such jurisdictions that the persons signing such instrtmwits acknowledged before him the -execution thereof. Where any such . instnment is executed by an officer of a corporation or association or a member of a partnership on behalf or- such corporation, association or partnez:ship, such certificate shall also constitute sufficient proof of his authority. (b) The ownership of Certificates shall be proved by the Certificate Register held by the lessor as Trustee under the provisions of this Agreement. Nothing contained in this Article shall be construed as limiting the Lessor as Trustee to such proof, it being intended that the Lessor as Trustee may accept any other evidence of the matters herein stated which may seem sufficient. Any request or consent of the Owner of any Certificate shall bind every future Owner of the same certificate in respect of anything done or suffered to be done by the City or the lessor as Trustee in pursuance of such request or consent. Section 6.15. Redomrtion; SI P-Ind• MmMen Total (a) The Certificates are subject to extraordinary mandatory redeqption in whole or in part (but not in a total redemption amount of less than Twenty Thousand Dollars ($20,000) , in inverse order of maturity and by lot within a maturity on any Payment Date, without premium, at the principal amount thereof, together with accrued interest to the date fixed for redemption from the proceeds of insurance or condemnation transferred by the Lessor as Trustee fram the special fund in which such proceeds are held to the I ea se Payment Account or if, in the event.of default, the City pays the T ea e Payments in full, or causes the Lease Payments to be paid in' full pursuant to the Lease Agreement. 1) Sinking fund payments are hereby established for the mandatory redemption and payment of the Term Certificates maturing on February 1, 2010, which payments shall 'become due during the years ending on the dates and in the amounts as set forth in the following schedule: Year Ending sinking Fund Year MxIing Sinking Fund February 1 Payment February 1 Payment 2000 $470,000.00 2006 $800,000.00 2001 515,000.00 2007 875,000.00 2002 560,000.00 . 2008 955,000-00 2003 615,000.00 2009 1,045,000.00 2004 670,000.00 2010 1,140,000.00 2005 735,000.00 All such sinking fund payments shall I be deposited in a separate account in the Principal Account hereinafter referred to, which account is hereby established and shall be known as the llsirkiM Fund Account" (herein called the "Sinking Fund Account") and which account the city hereby agrees and covenants to maintain so long as any Term Certificates are outstanding. All money in the Sinking Fund Account shall be used and withdrawn by the Paying Agent at any time, upon the Written Request of the City, for the of Term, Certificates. maturing on February 1, 2010, at public or . .._.i ..._ .- ........, _.::5i�_:!a:,'t_+na$_ ,a,, Y...,;ST'$.r •+ ..... e.-.•�.vSt�E�..... .._..r.....r..c5 �'a.+.., Nq.�+,� � . . � w-. . .+s . nlecP se-crM0 private sale as and when and at such prices as it may in its discretion det ermine, but not to end the principal amount of such Terns Certificates, and all 'Perm Certificates so purchased shall be cancelled. All money in the Sinking nor lkn-d Account on February 1 of each 2000, shall be used and withdrawn yam' beginning on February 1, by the payer! Agent on such February 1 for the mandatory redemption or payment of Tenn Certificates maturing on February 1, 2010, and the city hereby agrees and covenants with the Holders of the Term Certificates to call and redeem or pay Term Certificates maturing on February 1, 2010, from sinking fund payments deposited in the Sinking Fund Account pursuant to this paragraph whenever on February 1 in any year, beginning February 1, 2000, there is money in the Sinking Fund Account available for such purpose. The Certificates maturing on or after February 1, 1986, are subject to redemption from any source of funds on any interest payment date in part or as a whole beginning February 1, 1988, at their par value, plus accrued interest. Certificates maturing on February 1, 1996, are riot subject to redemption other than as above provided. (2) If the City, for any reason whatsoever, cannot acquire ownership of APN 941-1401-014-05 (the site upon which the project wi11 be built) by December 31, 1986, it shall .call for redemption, without premium, all outstanding Certificates commencing August 1, 1987. Neal SEC.T' ) Redemption by lot shall be in such manner as the Lessor as Trustee shall determine, provided, haaever, that the portion of any Fully Registered Certificate to be redeemed shall be in the principal amount of Five Thousand Dollars ($5,000) or any integral multiple thereof, and that in selecting portions of Fully Registered Certificates for redemption, the Lessor as Trustee shall treat each such Fully Registered Certificate as representing that number of Certificates which is obtained by dividing the principal amount of such Fully Registered Certificate by Five Thousand Dollars ($5,000) . Section 6.16. Redemption Fund. Moneys to be used for redemption pursuant to this Article VI hereof shall be transferred by the Lessor as Trustee from the Lease Payment Account and deposited in a Redemption Fund, which shall be a special fund to be held by the Lessor as Trustee, separate and apart from all other funds, for the benefit of the Certificate Owners, Said moneys shall be set aside in the Redemption Fund solely for the purpose of redeeming the Certificates in advance of their maturity and shall be applied on or after the Payment Date designated pursuant to Article VI to the ..__ meet of ,principal and interest with respect to the Certificates to be redeemed upon presentation and surrender of such Certificates. -15a- Section 6.17. Notice of Redemption. When redemption is required pursuant to this Article VI, the Lessor as Trustee shall give to the Certificate Owners notice at the expense of the City of the redemption of the Certificates. Such notice shall specify: (a) that the whale or a designated portion of the Certificates are to be redeemed, (b) the Payment Date of redemption, and (c) the place or places where the redemption will be made. Such notice shall further state that on the specified Payment Date there shall become due and payable upon each Certificate to be redeemed, the principal thereof and premium, if any, together with interest accrued to said Payment Date, and that from and after such Payment Date interest thereon shall cease to accrue and be payable. Since Fully Registered Certificates constitute all of the Certificates then to be redeemed, it shall be suffidi ent notice of any redemption of such Certificates that notice thereof stating the applicable Payment Date by mailed, postage prepaid, not more than sixty (60) days nor less than thirty (30) days prior to such Payment Date to the Registered Owners of such Certificates. Section 6.18. Pavment of Certificates. Notice having been given as aforesaid, and the moneys for the redemption, including interest to the applicable Payment Date, having been set aside in the Redemption Fund, the Certificates to be redeemed shall become due and payable on said Payment Date, and, upon presentation and surrender thereof at the office or offices speed in said notice said Certificates shall be paid at the unpaid principal amount thereof, plus any unpaid and accrued interest to said Payment Date. If, on said Payment Date, moneys for the redemption of all the Certificates to be redeemed, together with interest to said Payment Date, shall be held by the Lessor as Trustee so as to be available therefor on such Payment Date, and, if notice of redemption thereof shall have been given as aforesaid, then, from and after said Payment Date, interest on the Certificates to be redeemed shalt cease to accrue and become payable. If said moneys shall not be so available on said Payment Date, such Certificates shall continue to bear interest until paid at the same rates as they would have borne had they not been notified for redemption. All moneys held by or on behalf of the -Lessor as Trustee for the redemption of particular Certificates shall be held in trust for the account of the Owners of the Certificates so to be redeemed. - 16 - ARTICLE VII COVENANTS; LIMITATION OF LIABILITY Section 7.01. City to Perform Agreement. The City covenants and agrees with the Owners of the Certificates, to perform all obligations and duties imposed on it under the Lease Agreement to the extent so imposed. Section 7.02. Lessor to Perform Agreement. The Lessor covenants and agrees with the Owners of the Certificates, to perform all obligations and duties imposed on it under the Lease Agreement. Section 7.03. Action on Default. Upon the Lessor as Trustee's receipt of the actual notice of the occurrence of an event of default by the City under Section 6.01 of the Lease Agreement, and in each and every such case during the continuance of such event of default, the Lessor as Trustee shall, with respect to any event of default other than a default pursuant to subsection (b) of Section 6.01 of the Lease Agreement, and may, with respect to an event of default pursuant to said subsection (b) of Section 6.01 of the Lease Agreement (or shall, in the event of a request therefor by the owners of not less than twenty-five percent (25%) in aggregate principal amount of Certificates at the time Outstanding) , upon notice in writing to the City and the Lessor exercise the remedies provided to the Lessor in the Lease Agreement. Section 7.04. No Obligation by the Citv to Owners. Except for the payment of Lease Payments when due in accordance with the Lease Agreement and the performance of the other covenants and the agreement of the City contained in said Agreement, the City shall have no obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Agreement or the terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to the Owners by the Lessor as Trustee. Section 7.05. No Obligation to Performance by the Lessor as Trustee. Neither the City nor the Lessor shall have any obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Lessor as Trustee of any duty imposed upon it under this Agreement. Section 7.06. No Liability to Owners for Payment. Except as provided in this Agreement, neither the Lessor nor the Lessor as Trustee shall have any obligation or liability to the Owners of the Certificates with respect to the payment of the Lease Payments by the City from revenues when due, or with respect to the performance by the City of any other covenants made by it in the Lease Agreement. Section 7.07. No Responsibility for Suf$ciency. The Lessor as Trustee shall not be responsible for the suffica�ncy of the Lease Agreement or the value of or title to the premises upon which the Project is located or the Project. The Lessor as Trustee shall not be responsible or liable for any lass suffered in connection with any investment of funds made by it under the terms of and in accordance with this Agreement provided that it has used ordinary care in making such investments. - 17 - Section 7.08. Lessor as Trustee May Require Opinion of Counsel. Before being required to take any action the Lessor as Trustee may require an opinion of counsel acceptable to the Lessor as Trustee, which counsel may be counsel to any of the parties hereto, or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so.in good faith, the Lessor as Trustee shall be absolutely protected in relying thereon. Section 7.09. Indemnification to Lessor as Trustee. The City shall indemnify and save the Lessor as Trustee harmless from and against all claims, lasses, costs, expenses, liability and damages, including legal fees and expenses, ar;sing out of (i) the use, maintenance, condition or management of, or from any work or thing done on, the Project by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Agreement and any other agreement made and entered into for purposes of the Project, (iii) any act of negligence of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Project, (iv) any act of negligence of any assignee of, or purchaser from, the City or of any of its or their agents, contractors, servants, employees or licensees with respect to the Project or, (v) the acquisition or construction of the Project or the authorization of payment of the Project Costs by the City, (vi) the actions of any other party to this Agreement including but not limited to the ownership, operation or use of the Project by the City, or (vii) or in the exercise and performance of its powers and duties hereunder all to the extent permitted by law. No indemnification will be made under this Section or elsewhere in this Agreement for willful misconduct, negligence, or breach of duty under this Agreement by the Lessor as Trustee, its officers, agents, employees, successors or assigns. The City's obligations hereunder shall remain valid and binding notwithstanding maturity and payment of the Certificates. Section 7.10. No Arbitrage. The City shall not make, or permit to be made, any use of the proceeds of the sale of the Certificates which, if such use had been made on the date of delivery hereof, would cause the obligation of the Lease Agreement to become an arbitrage bond within the meaning of Section 103 (c) of the Internal Revenue Code, as amended. - 18 - ARTICLE VIII AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS Section 8.01. Amendment. This Trust Agreement may be amended in writing by agreement of the City and the Lessor as Trustee for the purpose of (a) curing any ambiguity or of curing, correcting, or supplementing any defective provision contained herein, or (b) in regard to questions arising under this Agreement which the City may deem necessary or desirable and not inconsistent with the provisions of this Agreement, provided that no such amendment pursuant to (a) or (b) of this Section 8.01 shall adversely affect the interest of the Certificate Owners. This Agreement may also be amended upon approval of a majority in aggregate principal amount of the Owners of the Certificates then Outstanding; provided that no such amendment shall impair the right of any owner to receive his proportionate share of any Lease Payment in accordance with his Certificate. Section 8.02. Defeasance. If and when all Outstanding Certificates shall be paid and discharged 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 with respect to all Certificates Outstanding, as and when the same become due and payable; (b) by depositing with the Lessor as Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the Lease Payment Account is fully suf irn nt to pay all Certificates Outstanding, including all principal and interest and premium, if any, or; (c) by depositing with the Lessor as Trustee, in trust, Federal Securities in such amount as the Lessor as Trustee shall determine will, together with the interest to accrue thereon and moneys then on deposit in the Lease Payment Account together with the interest to accrue thereon, be fully suffici ent to pay and discharge all Certificates (including all principal and interest) at or before their respective maturity dates; notwithstanding that any Certificates shall not have been surrendered for payment, all obligations of the Lessor and the Lessor as Trustee with respect to all Outstanding Certificates shall cease and terminate, except only the obligation of the Lessor as Trustee to pay or cause to be paid to the Owners of the Certificates not so surrendered and paid all sums due thereon. The funds held by the Trustee, at the time of one of the events described above in subsections (a) , (b) or (c) , which are not required for the payment to be made to Owners, shall be paid over to the City. Section 8.03. Recording and Filing. The Lessor as Trustee shall not be responsible for the recording and filing of the Agreement and financing statements (or continuation statements in connection therewith) or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interest created by this Agreement. - 19 - Section 8.04. Lessor as Trustee to Keen Records. The Lessor as Trustee shalt keep books and records of all moneys received and disbursed under this Agreement, which shall be available for inspection by the City and the Lessor, or five percent (50) in aggregate principal amount of Certificate Owners or their respective designees, at any time during regular business hours. Section 8.05. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. If to Lessor as Trustee: Dublin Information, Inc. 6500 Dublin Boulevard Dublin, California 94568 If to city: City of Dublin 6500 Dublin Boulevard Dublin, California 94568 Section 8.06. California Law. This Agreement shall be construed and governed in accordance with the laws of the Stag of California. Section 8.07. Severability. If any one or more of the covenants, stipulations, promises, agreements or obligations provided in this Agreement on the part of the Lessor or the City to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant, stipulation, promise, agreement, obligation shall be deemed and ccnsy-sued to be severable from the remaining covenants, stipulations, promises, agreements and obligations herein contained and shall in no way affect the vaLdity of the other provisions of this Agreement. Section 8.08. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.09. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience or reference and shall not constitute a part of this Agreement or effect its meaning, construction or effect. - 20 - IN WITNESS WHEREOF, the parts have executed this Agreement by their officers thereunto duly authorized as of the date and year first written above. DUBLIN INFORMATIO , INC. as Trustee and Less"^ By: ,IV, Title President � (SEAL) By: r-- Title: Chief Financial Officer CITY OF DUBLIN By: % Title: Mayor Attest: (SEAL) BY: Title: City Clerk - 21 - STATE OF CALIFORNIA SS. COUNTY OF Alameda I, a Notary Public in and for said County in the State aforesaid, do hereby certify that Petpr W. Snyder and Richard 0. Amhrn.-;p the President and Chi f FinanciqT Officer respectively, of Dublin Information, Inc., appeared before me this day in person and acknowledged that, being duly authorized, such officers signed, sea-led, attested and delivered the foregoing Trust Agreement. Given under my hand and notarial seal this 18th day of December 198-5L. NL SEAL /7 OFFICUNL SI.:AL - cC, KA7 K," 014) 0 NOTARY PLzUC•Qk UFOF;NLA Ty ALX,;EDA COUNTY Notary Public inand for the 198 My Comm-Expires Nov. 11.1986 State of California My commission expires: November 11. 1986 STATE OF CALIFORNIA Alameda SS. COUNTY OF I, a Notary Public in and for said County in the State aforesaid, do hereby certify that Peter W. Snyder - and RichprTi 0- Amhrosp the Mayor and City Clerk respectively, of the City of Dublin, appeared before me this day in person and acknowledged that, being duly authorized, such officers signed, sealed, attested and delivered the fore- going Trust Agreement. December Given under my hand and notarial seal this . 18th day of 198 5. C �C X7 42 SEAL OFFICIAL 65154] _T� c.-6J KAY]KECK c U Notar'�,_P OTARY PU3uC-CAUFORNIA ublic ih and for the Comm.C.ALAMEDA COUNTY State of California 11,198 EQ My Co Expires Nov. 11,1986 My commission expires: November 11, 1986 22 C , E)=11 „A„ TO TRUST AGREEMENT DEFINITIONS (a) Authorized Newspaper. The term "Authorized Newspaper" means a financial paper, or a newspaper of general circulation in the City and County of Santa Cruz, California, which is customarily published on each business day and is printed in the English language. (b) Authorized Officer. The term "Authorized Officer", when used with respect to the City, means the Mayor, Vice Mayor, City Clerk,, City Administrator or any other officer of the City which is, designated by the City Council of the City as an Authorized Officer. The Authorized Officer", when used with respect to the Lessor, means any officer of the Lessor. (c) Certificate Register. The term "Certificate Register" means the books for registration maintained by the Lessor as Trustee pursuant to Article VI of the Trust Agreement. (d) Certificates. The term "Certificates" means the certificates of participation prepared and delivered by the Lessor as Trustee pursuant to the Trust Agreement. (e) Completion Date. The t term "Completion Date" means December 1, 1985, or the date of final acceptance of th Project by.the City whichever date first occurs. (f) Construction Account. The term "Construction Account" means the account by that name established under, and held by the Lessor as Trustee pursuant to Section 4.01 of the Trust Agreement. (g) Federal Securities. The term "Federal Securities" means bills, certificates of indebtedness, notes, bonds, or similar securities which are direct obligations of, or the principal and interest of which securities are guaranteed by the United States, whether issued in book entry form or otherwise. (h) Fully Registered Certificates. The term "Fully Registered Certificates" means Certificates registered as to principal and interest and payable to the registered owner. (i) Lease Agreement. The term "Lease Agreement" means that certain Lease Agreement Relating to Public Facilities Project No. 1 dated as of the date hereof, by and between the Lessor and the City. (j) Lease Payment Account. The term "Lease Payment Account" means the account by that name established under, and held by the Lessor as Trustee pursuant to, Section 4.03 of the Trust Agreement. (k) Lease Payments. The term "Lease Payments" means lease payments payable by the City to the Lessor pursuant to the Lease Agreement as more • particularly set forth in Exhibit C attached to the Lease Agreement. 1) Net Proceeds. The term "Net Proceeds", when used with respect to any insurance or condemnation award, /means the gross proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all expenses incurred in the collection of such gross proceeds. (m) Original Purchaser. The term "Original Purchaser" means First California Regional Securities, Inc. (n) outstanding. The term "Outstanding" when used with reference to the Certificates and as of any particular date means all Certificates theretofore delivered except: (a) any Certificate cancelled by the Lessor as Trustee at or before said date and (b) any Certificate in- lieu of or in substitution for which another Certificate shall have been delivered pursuant to the Trust Agreement. (o) Owner. The term "Owner" or "Certificate Owner" or "Owner of Certificates" or any similar term, when used with respect to the Certificates, means any person who shall be the registered owner of any Outstanding Fully Registered Certificate. (p) Payment Dates. The term "Payment Dates" means February 1 and August 1 of each year, commencing August 1, 1986, and terminating on February 1, 2010. (q) Permitted Encumbrances. The term "Permitted Encumbrances" means" (i) Ad valorem taxes and assessments not then due and payable. (ii) The Lease Agreement. (iii) Easements, rights-of-way and other rights, covenants, conditions or restrictions which do not impair or impede construction or operation of the Project. (r) Permitted Investments. The term "Permitted Investments" means: (i) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. (ii) obligations issued by federal .2and banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority, or in obligations, participations, or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association; or in obligations, participations, or other instruments of or issued by a federal agency or a United States government-sponsored enterprise. (iii) Investment in repurchase agreements under the terms of which the securities are transferred to the possession of the Lessor as Trustee of any securities authorized by paragraphs (i) and (ii) above. 2 (iv) Non-negotiable certificates of deposit issued by a nationally chartered bank (including the Trustee) or a bank chartered by the State of California or a foreign banking corporation having an A or better Rating from Moody's and Standard and Poors Rating Services authorized pursuant to Section 1756 of the California Financial Code to transact business in the State of California by accepting deposits of a State of California or federal savings and loan association provided that such certificates of deposit are fully collateralized in the manner required for collaterali zation of trust funds. (v) Investments in or deposits with the Local Agency Investment Fund organized and existing pursuant to Article 11 (ccrnencing with Section 16429.1) of Chapter 2 of Part 2 of Division 4 of the California Govern- s o cipal Office. The term "Principal. Office", when used with respect to the Lessor as Trustee, means the principal or corporate trust office of the Lessor as Trustee situated at City Hall, Dublin, California. (t) Project. The term "Project" means the Dublin Civic Center Complex and including related facility to be leased . to the City pursuant to the Lease Agreement. (u) Project Costs. The term "Project Costs" means all costs of payment of, or reimbursement for, acquisition, construction and financing of the Project, including but not limited to, architect and engineering fees, construction contractor payments, costs of feasibility and other reports, inspection costs, permit fees, fling and recording costs, printing costs, reproduction and binding costs, financing discounts, legal fees and charges, fr!anczal and other professional consultant fees, costs of rating agencies or credit ratings, fees for execution, transportation and safekeeping of Certificates and charges and fees in connection with the foregoing. (v) Public Facilities Project Trust Fund. The term "Public Facilities Project Trust Fund" means the fund by that name established under, and held by the Lessor as Trustee pursuant to Section 4.01 of the Trust Agreement. (w) Redemption Fund. The term "Redemption Fund" means the fund by that name established under, and held by the Lessor as Trustee pursuant to Article VI of the Trust Agreement. (x) Trust Agreement. The term "Trust Agreement" means that certain Trust Agreement relating to Public Faciliti es Project No. l dated the date hereof, by and among the Lessor as Trustee, the City and the Lessor. (y) Lessor as Trustee. The term " Trustee" or "Lessor as Trustee" means Dublin Information, Inc. , or its successor in interest acting as trustee under the Trust Agreement. (z) Reserve Account. The term "Reserve Account" means the account by that name established under, and held by the Lessor as Trustee pursuant to Article IV of the Trust Agreement. (aa) Reserve Requirement. The term "Reserve Requirement" means an amount being the estimated annual debt service payable on the aggregate principal amount of the Certificates issued to the Original Purchaser. - 3 - - r EXHIBIT "B" The Certificate Form will be presented at the meetings of the City Council and Dublin Information, Inc. on December 18, 1985. I5EC06001417A,000,000 SC 91k108S FmL' 000000 JEFFRIES C.P.Y. COMPANY 1213)7e2-8800 (.amps 12-DEC-83 OI:Q Ser,: 1 DUBLIN 501 1985 BORDER Chit: 166306 077061 Output (FC) 12-Dec-85 03-47 pHs I ti 1 S 001 - - 1�yd r CERTIFICATE OF PARTICIPATION T ' �- (PUBLIC FACILITIES PROJECT No. 1) •• 3rP?•' 'i Evidencing a Proportionate Interest of the Holder - tct Hereof In Leese Payments to be Made b y the ( .�;;.;:;::-.. CITY OF DUBLIN, CALIFORNIA ¢ � ,}'.. Pursuant to a Lease Agreement with ' Dublin Information,Inc. INTEREST RATE MATURITY DATE DATED AS OF CUSIP % 1, 19— DECEMBER 18, 1985 y THIS IS TO CERTIFY THAT: 1 '•HA;". In the re Olatered Owner of this CaAlficats of Participation evidencing an undivided proportionate Interest In the right to receive certain Lease Payments under,and as defined In,that certain Laue Agreement Relating to Public Facilities Project No.t by and between Dublin Information,Inc.(the"Lessor"),and the City of Dublin,a municipal corporation of the Slate of California organized and yy ! operating pursuant to the Constitution and laws of the Stets of California(the"City"),dated as of December `B, 1905(the"Lease Agreement"). =1.�._.�. The Owner of this Certificate Is entitled to receive,subject to the terms of the Lease Agreement,upon the surrender of this Certificate to the Trustee,the sum of - r� yti � f DOLLARS, Payable w rite note rby dole..t Sink.bola(the"C•alk•14 Paymeat Oale-)rOques,Ilea a port$..W Ihe Lao..PayaNat. REFERENCE 13 HEREBY MADE TO THE FURTHER PROVIS101rS OF THIS CERTIFICATE SET FORTH ON THE REVERSE FIDE LT• designated as pMClpol comNO due with re•p•CI to Ins C•nikale P.vadma Dale,add the od ow of r•COrd of this cwtik•It a•.r HEREOF,WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SANE EFFECT AS IF SET FORTH H MS PLACE. 1j ' !,�".•7 the Cleo of WIN..•W the In eenth ISI do of the month no .din 'l ••,j't� S l•J;r ," l N y p.c d•.MI•rou P•ymeM Dole i.enlltl•d to lately Mtereat LY 9v1, f is, Payable on Augeat 1.Ipae.and.enJ•wu•Yy Ihu•anes.a Ihe Lrel dar of Few,O V end Ihe list day of A..,01..cA you to.n0 The olYgalk.of IM City coder IM Lease Ag eemw dead rot C.aolitw..debt of IM City.of N.SIN.of CeSlo dA as uq <y�Lt�k" '+ •, YK1uWng M•Carlikale Payment Oate win*data W tw empllw,wt khever le e•Am.the Owner's poPgnion.l,shore*like Lease athu poWkN avl>dlri•Im at 11..SIN.ea•Pledge of Me lade sad a•dN at IM City. N Paymanl.dosignaled me I0lat4e1 coming due with respect to each of sold dates.Said p^pa,1 n 1..hue Is the s*.N N The R 15 HEREBY CERTIFIED,RECITED AND DECLARED NN•a acts.condMbna and Mleglf nadred by the..natNue....d l iT+t•'r'..f '.: .whipk.11e•of Me aI.—Id p-$..of the Les•.Pay—de dosio-t•d as p-cipal Codd V due W the Cantata Payment Date by •tatul.•of the SIN.of C•Nlwais and the TO—Ali,....ni 1...lot.M Mrs h.PP...d and I.hue be-Plid—d pecedeat le H ✓t(';:tl`'•.•:j '. ) IM rats PM a—sat I-h'bore. add In the dWu• *Hats CMtlk.ls•e.IN•1.hre M h PP•n.d sad M•.base pMOrmW M due IaM,lord and maanw,as reVuieO pbp S.W aosolwlo rep.a«Nbp pNcgat and Hleraat ua P...b4 N I•wlut money.$Me IMM•d SIN..N Am.dc.."kh N IM Ili. 1iw. l.• :,: or paymW Is legal lender far We pay-4 of p•bNC end Whsle debts.by Ch..b m&,it of IM Tmale.modal to IM addles.as W WITNESS WHEREOF.lids Carli.cals has been..stated b Me menuN• nalwo of Ihe Truat.4 sad dated as W Me data set r q .news as N the at«...a r.eard d.I.w M.C.nne•1•R•gt.lat maintained by the Haste•. fern•boo.. ' �YLj,�tY,Tr� A H J DUBLIN INFORMATION,INC., ad T—fwf = `3 1 AUTHORIZED OFFICER �I""�Ni'.U: I;J31`r Lit::•..,�.._'_...;' , i I , l it L�3Til�T L c Y h ,. r, (SECOfOO141?A;000 000 SC-8011085 FmC'000000 -9EFFRIES-C.P:Y.'COMPANY (21J)7s2.6800 .. "- ".• .. .. ..° K°'.`� ::'""" `"'° .`•• ""'....,.,- ..'`. canla' 12'=tkc=BS w:xi",,,, 51!Q• t' OUBUN 501 1985 BORDER Chic 065432 017662 Output (FC) 12-Dec-81 04:25 NO 002 CERTIFICATE OF PARTICIPATION (PUBLIC FACILITIES PROJECT No. 1) Evidencing a ProporUanate Interest of the Holder Hereof In Lease Payments to be Made by the CITY OF DUBLIN, CALIFORNIA Pursuant to a Lease Agreement with Dublin Information,Inc. rl G 4 ra,r[ae N w W M la•aa Ararre si a•[e/re irlN r.11[a N w Or.rarr Ne.w N M r.tl r.awr N•.tlr a.[arN•s Y•[wr,.raY aw[r err.a.•M Nr a,w rrw C 0 W N w Yal•r Carww wwrr re'•«ew•r ee»4r,N[••aaaM r•eNW w w uws r w ITw Cwrera p•ew»•wN a•M Twr••M w G Iwratl N M Nr•r[TrM Na•wtl •».NO•r[rwNr. /rr[Y r w[r�[+Y erN O.•rpr la l[aa�w wwGrwla••r a•Tw•M lw'Tr•rlyrr•r"1.C•Wtl r[r(,•r[N[M.[r.1yrNYr/[wr/I.IW.ww4NNwN�»Ir•4.w[N yr[MM[[r. w Trr Ar•arrewr rw •rwGrrw NC•rwrwrM rrwwrt•NwrM rrrr nr.Nr�rrrrwMr rw/m•ww err•IaA tlmiL rr.«r r•rrrr,.a/r NN Master r w r Y raaaeNw•erarw 4 r»4r•Y•rar N M rrre•aa w aaa•aar•N w G rrr warr4.r w r•,ra«r Ow.ra•sr naa+a.M M•rneW r.wa MraN,New.ae aYrwe N CNNMai M Nrrra.rIM r rral tl rNr[wr N aaY•r•a•a•.w rrN•W rar•M• Y•araw N w NN 4ae rw r.••nerna Y[r w r•e»Y N,_"-ap•r[r/ar•e. rrwiuwrwrrN ow..w w c.rer«rw r..a.tl weer.w w Iw.r r.rpr stye a«tlr w erl+l.r.r•N.r..e ar.r..r..T.w rN.w.w.r.rr r.rarwN a w rwr r w rr.r IWaerrr w w rw r r Nr.wr[.w rwr«rw er«.err,er+-era a....w,wr w r•rr� Aanwra.wrrwrw Nwtnr rrNr r/NaraweNwGwwTrwwrrwr•rea••N rrt•w[[wNNr.rrN.NwNrwr+c►[I.w•[rrM MN.»Y••.[IU.0001r wrpr [•tee a.L.L...•w ,crate a rr r.N«i rre.e err..Y aw r ra.....w a•NI w rarw 4i.w«MI..r.tlw Nruw a I+nenr«r tea-rant w row»rw wr.a w r w N M Crrrwe r✓•w sear, r w rrwer•N r Mw•wrrai•aer•rw •rro re•1 rww N Ca.e4w•rrr r rrar./wrreaa w Prerr r.wrr N•,[. rrw.r wr M w Crr•rM M r+r•.wa.�tl Ca.•Yw N M•ra/•r a/era Is.,omL n.rrrrarCrrcw WlNeaWraW w•w wCnliear•Aar•Nr,rr[A YW N\ar rrrarNrgr[rYr•[Nr[YrKMrM,r.M[Y•NwCrN[w O.r[.[rpaw«w,. 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NNN IYQOtO r M NrIN rairN Ora•L 1[/Ir••r rO ra••rrerr•a wa N Pr N ra+lp.e.r.N rNae w Nr[w wry lam eM r rrra M TnrN aN ewr r MI w Mr•r r rnN•rr w Q[N•Naa CrN•r•wa N raarllr•e r wr/(]01 YT M N W I•/rrw Nr•r raaaaNrL[rra w.w N w 0.+a,•r M CrrM•r•a. w Cwr[r•r1a Wr N w raaw•a.r N•ar Crri[tl•,rrmw r.a CM[kw••••M•.rrr aws.•CarllLaalN r[ra N rwNaa•.fart rip[w•r N•[aaar�ra[NW N•aY ra•ary w r M ti w•rre••a tl raawre I•Iwr N.N r astew r,w rreW r rwr M/rrra wa rrr•N bia•r N W w aaY[are•a•••M aab w»Ye'/N w eN••a.p.M w naaarrea r M NrrfrCraNNarrrw Mw•.rraadl N/rarrarwYNap•.[e ra•rw 0.arrrrwlrn c.rw.r«. alr•a M we'W raerW r rG r[M IoM[Ir•[M�aNraa N M[r[�N w else.•,[,w M Ypwa a M G N M4 N[.rr[wr w L«».ba[.rl r[.1,[11 N•wa•raraa.rls[r r. r r•r.W,,sorer w •r w G are'[ •wrr w G pa,r M L««AvaaraM.e•rrrr Ir warire eaatlrNGrNearN,rM•r Mrrryr MMra.w rwTra[ra•r/raa• NwGry wr w/a••a,r•awrr«aw r[ra•N aaa rrrraarNwrwrwr•rM - r .wrr.awrrwrrrarwl[.,Mrwyy..rrrrN NrM. w.w rNw Nw G. G. , pot ROBERT M. HAIGHT ATTORNEY AT LAW .T40 SCOTTS VALLEY DR. SCOTTS VALLEY,CALIFORNtA brwlb•a s1i,W.om Irrla•1••1 erarr INS",max."s W rAallCm,TlOr Irw.[IrMMa IrN•tl M 11 rrNwlaa rr--0ra•rNN wrwal r w Marra/111 ma r Auea••r e.N r•ea./w CT W aae Ime CaV OS,m,w eaara M - Carl•N Ntl hyr/r M•rr N[Yar Aeraawa G r brr\, .m C M. . 0.K f Lrwa N W IM Ca\rrr a•r..r a—ti [ran«WM W Irroaq Carrra NNN Oaarrrrr[w «r•.rrN M" - WwNwwwmaNNCr[w•aN[wairNY•a[yalNa•NwGrar.4L Cr4oaIM YF'7.4Yw[ye'wrrM NXVrtaarL«MiYr YMnNwCNrMla•r Mr li�[.rrN.a N ew«rar ra Iw.N w N«w w G r OY•Nrrr.rL Mc IM-1..w7(w•1»..avaa.«al 1 N»Nr rwwN w..aa[r[a L..»yarn w..«N»1,,.[r year[,,YM..r Da[anrr re rw,N r aaray 0.•r.rrrnrrran ti«ew«Iw'Tr..r•i'L w G w w La•w Iw'fr»r,raw1«a'L w««rw Na+av sonar,.NM N a Drrrr ra IsaL N r.w[«w G w l«.w;w r•[rN crw•r.r rrr[tl.r�rte :w w w WYrNr r es[ra•«•[•1 w•r•/r•rra•ri 4 r•rrr«.•er•a e" rv...e w w rrr y....r.M rM.r w•yw N«.r••w N«.r rprrr• N Nor, w Car INe[r.w Iw Z.rrrN.r•.w Irree.ar-I..rase ra srwwrea.r. em ear r C e...rrwL»rye.rr.Ir...wNr..wLaa.•y...«.w•wrww w 4rwwe.»w4.w[N«.ewr»rr.oa.•'r.•.rer'1Mww GNr[.ra« r-w•rerwL.•« y+err r r Nre.r»/.W♦..w er«r rra r w G w aa.w nr r.nw rww rrr.rarar.ra,..a[r 4rrar...w w w/aw r rN Came...•N Ia.r.rw..r a-,,tree.s I+....,r r star r, N•.rl,rr.n.r..,arrwcrr.[««rr«N...a..w«w..wr.w.rrNw.Tr.lNr.w..er.r.../Iw...x«.we.a,r«,w[r.»ra..+.a.e..wrw..-r«rprwcr[IN r•rw r.w tart, m-m wr.tlr ce.Nwr`r..r r.�wwN.r.l...a r r[N.r.r..r/1. .«M 1.M»wN.rr N w...r...YN,weer»..r[.«•r w „w w,«,,.,. •tar Nw rNa w lonere.l aw r w r�r titer w law year,r wTrl Meer,Nr e...r+r•arMnrN.•r«rN w«««w N w rrr r w\•ar w ewrw.W w r•..•r-rr araarara w M G W w fart aarw•a•r r wrara rr,raa tart.awM«w aw ra/«err«N•a.nra•rq.ra•ar«rr.ras•arrarr,rraraw r ra«4.r rrrw N N aaatlr•w ars[a.rr w rwr�Mal w farnNara•N IVr[Narr M«Nr.saw[namrN W Marty N w inNaa Mr+«N M inN,rrwr. 1 r»Y w w rlrrra•arrr.wr arr«w r...rwrrr.w,rrYaa w hr-uN r.[rr.••w••r+r•au wr»rrr M rrr M lea»y...r.r NapaM a•W Y+rwe rrar w rNwN N M aa«ra r w Cwrer«N rawrr.wn 4 ar4 a•w rcrr Naaw N w r,rN Nwa N rr«a•,r ear Meow sraa Nrar r»rN N w Aw r 4ww•, N..s.Na./MrK 001 ABBREVIATIONS The laawrire ebbeW INN,.b.w Ned Nth.W-190 e a IM Nee a IN.Cemkale,.bab be—auum!..IbaNb they re»e"nen e'd N ha—dim)to a(rp\C.bW N«.e'r",Awaems: TEN COY — N leeeae L,comww UN&GIFT MN ACT— C•NedNn..._._........_ TEN ENT — .e looem.by IM-*.ft. (CIrNI (Yore') rWN Uiilon GO.M Move'. 1T TEN — .e lo.0-1Pa rith[bbl a .Np eN,101 e•IM•Ma Ah (5b N) Addhimal abbNaatims may elm,be Ned nlo"It rrbl N the.bova sal. ASSIGNMENT FOR VALUE RECEIVED,the undersigned do(es)hereby sell,assign and transfer unto the within mentioned registered Certificate and hereby irrevocably constitute(s)and appoint(s) attorney, to transfer the same on the registry books of as Trustee with full power of substitution in the premises. Dated: Sbnete'aaJ.we'WNeepoed NeetN to NmN•)N Nee n«.a Signature Guaranty: assist, L �/fir�i + a w tF a ;iv Si ff1 4r t.Y �.acf�L � 1 ra r.. '-dam•.f M i/"a -t Y ^'v �, ki 0. r1'x. Lam. r T' 4 F .r .�! d.✓- ^J .4 i f� > �l 1 � r u* �r ` !t'..o�_.r3 '+r:. lt� � y� ,•`I,-� I Ai` �4 F'. �y -��yli�3 r s y 4"i> �,''*x t „( L'4'�"++r� � 1..�-� x���s. o� '>✓RX � is �fM1b 1 9 A FM'r' .V''�7fi y'( ti ! �t�,�y, tt ��i{ L�� 15 ♦t.. ice. ,t.y R«t. TLS ;� t �..J,I�'��'� .� � [� :,u�iTr i^ ,�✓%"'J dC N r• 7YrrG 4 .r k��''lY;.��``�`r�r°L�Vt! h�� ,-�'1'`�^t ��F`�},+;��'...�',�jrT 4e', '7r�'�9� •��"ca°k 1� •" ��brt L�.�.�.4+��.L 'r3, r`3"'~ �r7 r° '�.,�.' [F' � .'.' v:.. M���d%;}x t, „i„�,�`�q.''rt �•�.. i{G`„�'� X�F•rr+L`� r��' �Z!�d .;�fI A � _ • - � ts+t •r .l. l ?� ^ r .. {cr'''�fr�'t�i � r RECORDING REQUESTED BY ) AND WHEN RECORDED RETURN TO: ) (Space above for Recorder's use only) AGENCY AGREEMENT RELATING TO CONSTRUCTION AND ACQUISITION OF PUBLIC FACILITIES PROJECT NO. 1 by and between DUBLIN INFORMATION, INC. as Lessor and the CITY OF DUBLIN DATED AS OF DECEMBER 18, 1985 the Lessor, assumes all rights, duties and responsibiliti es of the Lessor regarding supervision, construction, acquisitifln or operation of the Project, except as limited herein. Section 3. Contracts and Payments. The City, as agent of the Lessor, may enter into any purchase order, construction management agreement, construction contract or any other contract or arrangement required for construction, completion, acq i-iti on or operation of the Project upon being assured that moneys sufficient for the payment thereof are then on deposit in the Construction Account created pursuant to Seci.on 4.02 of the Trust Agreement or are otherwise available. If the City shall enter into any such contract or order for which such moneys are not available, it shall be solely responsible for payment thereof. Section 4. Project Description. The City, as agent for the Lessor, shall have the right to make any changes in the description of the Project or of any component thereof, whenever the City deems such changes to be necessary and appropriate; provided, however,. that any such change shall not alter the essential nature of the Project, or impair the availability of the City to make Lease Payments under the Lease Agreement. Section 5. Supervision of Construction and Installation. The City, as agent of the Lessor, .shall have sale responsibility for and shall supervise construction and acquistion of the Project and the purchase and installation of any personal property constituting a part of the Project. The City shall monitor the performance by any construction manager and by the construction contractors to the extent the City deems appropriate. The City shall permit the Lessor to inspect construction at any and all reasonable times which are deemed appropriate by the Lessor. Section 6. Enforcement of Contract. The Lessor hereby assigns to the City all rights and powers to enforce in its awn name or the name of the Lessor such purchase orders or contracts as are required for the construction, completion, acquisitifln and operation of the Project which enforcement may be at law or in equity; provided, however, that the assignment made by the Lessor herein shall not prevent the Lessor from asserting said rights and powers in its own behalf. - 3 -, ... ...._._~�r_�. ......a........._ ..! .a_i_ -...'. � ...0 . ....w .. .....a _... n J�... a _ ...... _ .. ...a'1 ... —. .e.a... �.v na. ra.t.. .... .. Section 7. Fixed Construction Price. The Lessor shall not be responsible for, nor shall it pay nor permit to be paid by the Lessor pursuant to the Trust Agreement, more than Eleven Million Nine Hundred Sixty-eight Thousand Dollars ($11,968,000) for the construction and acquisition of the Project. Section 8. Inspection of Records. The Lessor shall have the right to inspect periodically the books and records of the City relating to the construction and acquisition of the Project, and the City shall permit the Lessor to make such inspections thereof at all reasonable times as the City shall deem appropriate. Section 9. Time of Completion and Liquidated Damages. The construction of the Project shall be completed by September 1, 1988. The City shall provide in the construction contract that liquidated damages will be assessed against the construction contractors or construction manager for each day completion is delayed. The City shall assure that all construction contracts or a construction management agreement, whichever the City deems appropriate, shall or does contain provision for liquidated damages in compliance with this Section 9. Section 10. Prevailing Wages. Each contract entered into between the City as the agent for the Lessor, and any contractor shall provide that such contractor shall pay not less than the general prevailing rate of wages, as determined in accordance with Labor Code Section 1770, et seq. Section 11. 1 Nondiscrimination. Each contract entered into between the City as the agent for the Lessor, and any contractor shall provide that such contractor shall not discriminate against any other contractor or any employee or applicant for employment because of the race, religious creed, color, national origin, or sex of such person, unless based upon a bona fide occupational qualification. In addition, in determining contractors, or in employing persons for the purposes of construction or construction management, the City shall not discriminate on the basis of race, religious creed, color, national origin, . or sex of such person, unless based upon a bona fide occupational qualification. Section 12. Performance Security. Each contractor hired by the City on behalf of the Lessor, shall be required to provide payment and performance bonds in amounts equal to the maximum price under the contracts. 4 IN WITNESS WHEREOF, the Lessor and the City have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written. DUBLIN INFORMATION, INC. By: Title: ProcidPrt (SEAL) By: ; Title: Chief Financial_ Officer CITY OF DUBLIN, ALIFORNIA By: i Mayor (SEAL) Attest: City Clerk - 5 STATE OF CALIFORNIA ) SS. COUNTY OF Alameda ) The undersigned, a Notary Public, does hereby certify that Peter W. Snyder and Ri chard C. Ambmsp I whose names as President and Chief Financial Offi c.-p respectively, of the City of Dublin, are signed to the Agency Agreement, and who are each known to me and known to be such officers of said City, acknowledged before me on this day under oath that, being informed of the contents of this Agency Agreement, they, in their capacities as officials of said City and with full authority, executed and delivered the same voluntarily for and as the act of said City on the day the same bears date. Given under my hand and seal of office this 18th day of December 198 . OFFICIAL SEAL .-. KAY KECK chi o - NOTARY PUBUC•CALIFORNIA AIAMEDA COUNTY /I My Comm.Expires Nov. 11, 1986 Notary Public ✓ My Commission expires• November 11, 1986 STATE OF CALIFORNIA ) SS. COUNTY OF Alameda ) The undersigned, a Notary Public, does hereby certify that Peter W. Snyder and Richard C. Ambrose , whose names as Mayor and City Clerk respectively, of Dublin Information, Inc. , are signed to the Agency Agreement, and who are each known to me and known t6 be such officers of said Corporation acknowledged before me on this day under oath that, being informed of the contents of this Agency Agreement, they, in their capacities as officials of said Corporation and with full authority, executed and delivered the same voluntarily for and as the act of said City on the day the same bears date. Given under my hand and seal of office this 18th day of December 198 . OFFICIAL SEAL KAY KECK NOTARY PUC CL } UC-CAUFORNIA ALAMEOA COUNTY MY Comm.Expires Nov. 11, 1986 Notary P lic My Commission expires: November 11. 1986 - 6 -- - - TRUSTEE AGREEMENT THIS AGREEMENT, made and entered into as of the 315 - day of 1985, by and between the City of Dublin. (hereinafter called the "City") , and Pacific Trust Company (hereinafter. called the "Company") : WITNESSETH: WHEREAS, the City intends to issue Eleven Million Nine Hundred Sixty-eight Thousand ($11,968,000) principal amount of its Certificates of Participation 1985 Public Facilities Project No. . 1 (the "Certificates of participation") ; and WHEREAS, the Company, upon request of the City, is willing to act as Paying Agent for said Certificates of Participation at the Company's offices located in the City of San -.Jose, California; and-- WHEREAS, it is mutually desirable that an Agreement be entered into between the parties to provide for such Paying Agent services. Section 1. The Company shall perform such duties as are imposed on it as Paying Agent pursuant to the Trust Agreement by and among the .City, and the Trustee dated as of December 18, 1985 (the "Trust Agreement") . Section 2. The Company shall cause the principal of the Certificates of Participation to be paid in accordance with the terms thereof upon presentation of the same for payment or for collection upon maturity to the Company. .The Company shall cause the interest on the Certificates of Participation to be paid by check or draft mailed to the registered owner as his or her name appears in the register to be maintained by the Company. The City shall cause to be made available to the Company all funds necessary in order to so honor said - Certificates of- Participation and ..the interest payments thereon, provided that this .paragraph 'shall not in any instance (1) require the City to •make'-available funds other%than from the. .payments :.to be made by it pursuant to the -Lease..Agreement and gas -provided -inz .the Trust-Agreement or (2) require payment or disbursement of any funds in excess of the amount then on deposit for payment of said Certificates of Participation and the interest thereon. Section 3. Subject to the provisions of Section 2 hereof and the Lease Agreement, the City will cause to be deposited, at least fifteen (15) days prior to the next installment date of said interest payments and/or maturing Certificates of Participation, with the Company, funds for payment of said installment of interest. payments and/or maturing Certificates of Participation. Said funds are to be deposited to an account designated as the "City of Dublin Public Facilities Project No. 1 Trust Fund". The funds so deposited shall be held by the Company and applied to the payment of interest payments and/or maturing Certificates of Participation and for such other purposes as are set forth in the Trust Agreement. From said funds the Company agrees to pay the interest payments and/or maturing Certificates of Participati on presented to it for payment (except that interest on the Certificates of Participation is payable by check or draft mailed to the registered owner as his or her name appears on the register maintained by the Company) , and to cancel them when paid. Section 4. The Company shall render to the City monthly statements showing amounts deposited, paid or disbursed, and annually shall deliver all cancelled Certificates of Participation to the City or destroy them and furnish a destruction certificate as directed by the City. Section 5. The City shall pay , to the Company, on a semiannual basis, the fees set forth in Exhibit "A" attached hereto, plus all incidental expenses for which reimbursement is claimed pursuant to Section 6 hereof. The schedule of fees attached hereto as Exhibit "A" is subject to renegotiation should conditions warrant, and charges for services not specifically set forth in Exhibit "A". shall be established by mutual written agreement of the parties. Section 6. In addition to the fees provided in Section 5, the City shall reimburse the Company for the cost of reasonable out-of-pocket expenses incurred in the performance of its duties hereunder, including, but not limited to, services of counsel, stationery, postage, insurance, registration fees and telephone tolls. - 2 - Section 7. At least ten (10) days prior to the first payment of disbursement of principal or interest on the Certificates of Participation under the provisions of this Agreement, the City shall furnish the Company with three (3) specimen Certificates of Participation. Section 8. The terms and conditiDns of this Agreement are intended for the mutual benefit of the City and the Company exclusively, and are not intended to give any third party any rights or claims, contractual or otherwise, hereunder. Section 9. The City agrees that the Company shall not-'be required to honor any request made by anyone other than the City itself to stop payment on any last, destroyed, mutilated, or stolen Certificates of Participation, or to pay any such Certificates of Participation or interest thereon upon which there may be an adverse claimant. The City will in such instances give the Company written instructions as to the disposition of such adverse claim as the circumstances may warrant, and hereby agrees to hold the Company harmless from any and all claims whenever the Company acts in accordance with such instructions. IN WITNESS WHEREOF the parties hereto have caused these presents to be duly executed as of the day and year first above written. THE CITY OF DUBLIN By. City Manager (SEAL) PACIFIC TRU COMPANY By--..- Title: ¢' / Q J - 3 - t CITY OF DUBLIN, CALIFORNIA DUBLIN INFORMATION, INC. AND FIRST CALIFORNIA REGIONAL SECURITIES, INC. _ - AGREEMENT OF PURCHASE dated as of December 18, 1985 $11, 968,000 Certificates of Participation Evidencing Proportionate Ownership Interest of the Holder. Thereof in Payments To Be Made by the City of Dublin (County of Alameda, California) As the Rental for Certain Land and Facilities Pursuant to a Lease Agreement f r r AGREEMENT OF PURCHASE TABLE OF CONTENTS Page PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover PREAMBLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I THE CERTIFICATES Section 1. 1. Background. . . . . . . . . . . . . . . . . . . . . . . . . . . . . _1 Section 1 .2 . The Certificates. . . . . . . . . . : . . . . . . . . . . . 1 Section 1 . 3 . Security for the Certificates. . . . . . . . . 1 Section 1 . 4. Purchase, Sale and Delivery of the Certificates. . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2 . 1. Representations and Warranties. . . . . . . . 2 Section 2 .2 . Representations and Warranties of the City. . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2 . 3 . Representations and Warranties of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE III COVENANTS Section 3 . 1 . Covenants of the City. . . . . . . . . . . . . . . . . 7 Section 3 .2 . Covenants of the Company. . . . . . . . . . . . . . 7 Section 3 .3 . Covenant of the Purchaser. . . . . . . . . . . . . 9 ARTICLE IV CLOSING CONDITIONS Section 4. Conditions of Purchase. . . . . . . . . . . . . . . . 10 Section 4. 1. Instruments; Proceedings. . . . . . . . . . . . . . 10 Section 4.2 . Representations and Warranties True as of Closing Date. . . . . . . . . . . . . . . . . . . 10 Section 4. 3 . Closing Certificate of the City. . . . . . . 10 Section 4.4. Closing Certificate of the Company. . . . 10 Section 4. 5 . Execution and Recordation of Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . 11 =i- cr 1 AGREEMENT OF PURCHASE TABLE OF CONTENTS (continued) Page Section 4. 6. Opinions of Counsel. . . . . . . . . . . . . . . . . . . 11 Section 4. 7 . Events of Default; Mergers, Etc. . . . . . . 11 Section 4.8. Events Permitting Purchaser to Terminate. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE V DEFINITIONS - Section 5. 1 . Definitions. . . . . . . . . . . . . . . . . . . . .. . . . . . . 13 ARTICLE VI MISCELLANEOUS Section 6. 1. Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 6.2 . Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 6. 3 . Successors and Assigns. . . . . . . . . . . . . . . . 14 Section 6 . 4. Law Governing. . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.5 . Headings. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 14 Section 6. 6. Counterparts and Amendment. . . . . . . . . . . . 14 Section 6. 7 . Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 14 SIGNATURES AND SEAL EXHIBIT A: Form of Opinion of Counsel to the Company EXHIBIT B: Form of Opinion of Special Counsel EXHIBIT B-1: Form of Supplemental Opinion of Special Counsel EXHIBIT C: Form of Opinion of the City Attorney -ii- r ' AGREEMENT OF PURCHASE THIS AGREEMENT OF PURCHASE dated as of December 18, 1985, among the CITY OF DUBLIN, CALIFORNIA (the "City" ) , a municipal corporation duly organized and existing under the Constitution and laws of the State of California, DUBLIN INFORMATION, INC. a nonprofit corporation duly organized and existing under the laws of the State of California (the "Company" ) , and FIRST CALIFORNIA REGIONAL SECURITIES, INC. , a California corporation, as underwriter (the "Purchaser" ) ; W I T N E S S E T H: ARTICLE I THE CERTIFICATES SECTION 1. 1. Background. The Company proposes to issue certain Certificates, in the. aggregate principal amount of Eleven Million Nine Hundred Sixty-Eight Thousand Dollars ($11, 968,000) (the "Certificates" ) , pursuant to a Trust Agreement dated as of December 18, 1985 (the "Trust Agreement" ) between the City and the Company, as trustee (the "Trustee" ) . The Company will use the proceeds thereof to finance the cost of acquiring land, buildings and improvements (all of which together constitute the "Project" ) , and will lease -the Project to the City pursuant to a Lease Agreement dated as of December 18, 1985 between the City as lessee and the Company as lessor (the "Lease Agreement" ) . Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings -ascribed to them in the Lease Agreement. The Company proposes to issue the Certificates to the Purchaser and the Purchaser proposes to make a public offering thereof in reliance on the representations, covenants and indemnity herein set forth. In order to evidence the City' s approval of this Agreement of Purchase and in order to induce the Company and the Purchaser to enter into this Agreement of Purchase and to sell and purchase the Certificates under the terms set forth herein, the City has joined in this Agreement of Purchase. A Preliminary Official Statement dated as of December 18, 1985 and a Final Official Statement dated as of December 18, 1985 (the ."Official Statement" ) have been prepared for use by the Purchaser in the offering of the Certificates. SECTION 1.2 . The Certificates. The terms and form of the Certificates shall be as set forth in the Trust Agreement. SECTION 1.3 . Security for the Certificates. The Certificates shall be secured by the Company' s assignment to the i L � Trustee of its rights to receive Lease Payments as.. lessor under the Lease Agreement. Payments by the City with respect to the principal and interest on the Certificates are to be made pursuant to the Lease Agreement. The City is required under terms of the Lease Agreement to pay Lease Payments from any source of legally -available funds. In addition, the City has covenanted under the Lease Agreement to take all procedural steps lawfully within its power to obtain, budget and appropriate funds for such Lease Payments. The obligation of the City to make Lease Payments does not constitute an obligation of the City to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The Certificates and the obligation of the City to make Lease Payments under the Lease Agreement do not constitute an indebtedness of the City, the State of California or any of its political subdivisions within the meaning of the Constitution of the State of California or otherwise. SECTION 1. 4. Purchase, Sale and Delivery of the Certificates. Subject to the terms and conditions and in reliance on the representations, warranties and covenants set forth herein, he Company agrees to sell to the Purchaser and the Purchaser agr�es to �urchasg f e Company the Certificates at a price of we -s� 4 - Y'� ,� �� of the principal amount thereof plus accrued interest to the date of delivery. Delivery of the Certifi- cates shall be made at the office of the Trustee on December 31, 1985, or such other place or date as may be agreed upon by the parties hereto (the "Closing Date" ) against payment therefor in San Francisco of immediately available funds. The Certificates shall be delivered in authorized denominations as requested by the Purchaser. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2 . 1. Representations and Warranties. The 'City and the Company, respectively, represent and warrant to each other and to the Purchaser as hereinafter set forth. All representations and warranties made hereunder shall survive the delivery of the Certificates to the Purchaser and the Purchaser' s purchase thereof, and any investigation at any time made by or on behalf of the Purchaser shall not diminish in any respect whatsoever its rights to rely thereon, unless Purchaser shall have actual knowledge that any such representation is false. All terms contained in any certificate or other instrument delivered by or on behalf of the City or the Company under or pursuant to this Agreement or in connection with any provision hereof shall constitute representa- 2 x s, 4 tions and warranties made by the City or the Company, as the case may be. SECTION 2 .2 . Representations and Warranties of the City. The City represents and warrants as follows: A. Organization and Authorization. The City is a municipal corporation duly organized and existing under the Constitution and laws of the State of California and has all requisite power and authority to enter into this Agreement and consummate the transactions contemplated hereby including, without limitation, the execution and delivery of the Lease Agreement. B. No Litigation. There is no action, suit,._ proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or,, to the knowledge of' the City, threatened against or affecting the City; nor to the knowledge of the City is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely .affect the transactions contem- plated by this Agreement, the Lease Agreement or the Trust Agreement, or which in any way would adversely affect the validity or enforceability of the Certificates, this Agreement, the Lease Agreement, the Trust Agreement or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement. C. Lease and Other Transactions are Legal and Authorized. The execution and delivery of this Aareement, the Trust Agreement, the Lease Agreement and the Agency Agreement and ,the compliance with all the provisions of each thereof by the City (i ) are within the power and authority of the City, (ii ) will not conflict with or result in any breach of any of the provisions of, or .constitute a default under, or result in the creation of any Lien upon any property of the City under the provisions of any agreement or instrument to which the City is a party or by which it may be bound, or of any license, Order, law, constitutional provision, statute, ordinance or governmental rule or regulation applicable to the City and. (iii) have been duly authorized by all necessary action on the part of the City. This Agreement, the Trust Agreement, the Lease Agreement and the Agency Agreement constitute legal, valid and binding obligations of the City enforceable in accordance with their resbective terms. D. Governmental Consents. ' No approval, consent, authorization, filing, qualification, registration or withholding of objection on the part of any Governmental Authority, not obtained prior to the Closing Date, is required to be obtained by the City in connection with the execution or delivery of, or compliance by the City with the provisions of, -3- this Agreement, the Lease Agreement, the Trust Agreement and the Agency Agreement; and the consummation of the transactions contemplated hereby and thereby in the manner and under the terms and provisions as herein and therein provided will comply with the provisions of any and all applicable state, local and federal laws and any rules and regulations promulgated thereunder by any Governmental Authority. E. No Defaults. No event has occurred and no condition exists which would constitute an event of default on the part of the City under the Lease Agreement, the Trust Agreement or the Agency Agreement, or with the lapse of time or the giving of notice or both would become an event of default under the Lease Agreement, the Trust Agreement or the Agency Agreement; and the City is not in default in any respect under-any agreement or instrument to which it is a party or by which it may be bound, or under any license, Order, law, constitutional provision, statute, ordinance or governmental rule or regulation applicable to the City, which would in any way affect the validity of this Agreement, the Lease Agreement, the Trust Agreement or the Agency Agreement. F. Full Disclosure. The financial statements included in the Official Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present the financial position of the City and the results of its operations on the dates and for the periods indicated. SECTION 2 .3 . Representations and Warranties of the Company. The Company represents and warrants as follows: A. Organization and Qualification. The Company is a nonprofit corporation duly organized and existing in good standing under the laws of the State of California, and has the corporate power to own its property and to carry on its business as is now being conducted, is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the property owned by it or the nature of the business conducted by it makes such qualification necessary. B. No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Company, threatened against the Company or to which its property is the subject thereof, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement, the Lease Agreement, the Agency Agreement, the Trust Agreement or the business, properties, assets, operations or condition (financial or otherwise) of the • Company or which in any way would adversely affect the -4- validity or enforceability of the Certificates, this Agreement, the Lease Agreement, the Agency Agreement, the Trust Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement. The Company is not in default with respect to any Order of any court, Governmental Authority or tribunal. C. Conflicting Agreements and Other Matters. The Company is not a party to any contract or agreement or subject to ..any charter, by-law or other corporate restriction which materially adversely affects its business, property, assets, operations or condition ( financial or otherwise) . Neither the execution or delivery of this Agreement, the Certificates, the Lease Agreement, the Trust Agreement or the Agency -Agreement nor the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and provisions hereof and thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or creation of any Lien upon, any of the properties or assets of the Company, or require any consent or approval by any court or administrative or governmental body pursuant to the charter or by-laws of the Company, the provisions of any corporate restrictions or any agreement or instrument to which the Company is a party or by which it is bound, or any award of any arbitrator, Order, statute, law, rule or regulation to which the Company is a party or by which the Company or any of its properties may be bound or affected, except with respect to such consents of governmental bodies as set forth in paragraph D below. D. Governmental Consent. No consent, approval or authorization of, or filing, registration or qualification_ with, any Governmental Authority on the part of the Company, not obtained prior to the Closing Date (other than the due recording of Lease Agreement and except as may be required by the securities or blue sky laws of any jurisdiction) is required in connection with the execution, delivery and compliance with or fulfillment of the terms of this Agreement, the Lease Agreement, the Trust Agreement and the Agency Agreement, or in connection with the offer, issue, sale, delivery or compliance with or fulfillment of the terms of the Certificates. E. Compliance with Other Instruments. The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness of the Company, or contained in any instrument under or pursuant to which any thereof has been issued or made or delivered, or contained in the charter or by-laws of the Company or any agreement or instrument to which the Company is -5- a party or by which tie Company or any of its properties may be bound, which default, with or without notice or. lapse of time or both, could materially adversely affect the business, properties, assets, operations or 'condition (financial or otherwise) of the Company, or adversely affect the validity or enforceability of the Certificates, this Agreement, the Lease Agreement, the Agency Agreement or the Trust Agreement. F. Transactions Authorized. The execution and delivery of the Certificates, this Agreement, the Lease Agreement,. the Trust Agreement and the Agency Agreement and the compliance with all ' of the provisions hereof and thereof by the Company have been duly authorized by all necessary corporate action on the part of the Company. This Agreement the Lease Agreement, the Certificates, the Trust Agreement and the Agency Agreement constitute legal, valid and binding obligations of the Company enforceable in accordance with their respective terms. G. Project' s Compliance with Statutes and Regulations . Construction -and operation of the Project will not be in conflict with* any zoning, planning or similar regulations applicable thereto and will be in compliance with all applicable statutes, regulations, orders and restrictions, including any thereof relating to environmental standards or controls, where failure to so comply would materially adversely affect the business, properties, assets, operations or condition (financial or otherwise) of the Company or adversely affect the Company' s ability to perform its obligations under the Certificates, . this Agreement, the Lease . Agreement, the Agency Agreement or the Trust Agreement. H. Full Disclosure. The information concerning the Company contained in the Official Statement does not, nor do the representations and warranties made by the Company in this Agreement, the Lease Agreement, the Trust Agreement, . the Agency Agreement or any instrument in writing furnished by the Company to the Purchaser in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit a material fact required to be stated therein or herein or necessary to make the statements contained therein or herein, in light of the circumstances in which they were made, not misleading. There is no fact which the Company has not disclosed to the Purchaser in writing which materially adversely affects or, so far as the Company can now foresee, will materially adversely affect the Project or the business, properties, assets, operations or condition (financial or otherwise) of the Company or the ability of the Company to perform its obligations under this Agreement, the Lease Agreement, the Trust Agreement, the Agency Agreement or any other agreement or instrument executed by the Company. as contemplated by this Agreement. -6 1 aG I . The Certificates. The Certificates, when issued and paid for in accordance with this Agreement and the Trust Agreement and duly authenticated by the Trustee, will constitute legal, valid and binding obligations of the Company payable from the sources therein mentioned. ARTICLE III COVENANTS SECTION 3 . 1 . Covenants of the City. The City covenants and agrees to do all of the following: A. Cooperate in qualifying the Certificates for offer and sale under the securities laws of any jurisdiction of the United States designated. by the Purchaser. B. At the Purchaser' s request, take any action reasonably necessary to assure or maintain the tax-exempt status of the interest on the Certificates under the Internal Revenue Code of 1954, as amended. C. Refrain from taking or omitting to take any action with regard to which the City may exercise control and which action or omission will in any way cause the proceeds from the sale of the Certificates to be applied in a manner contrary to that provided for in the Lease Agreement or the Trust Agreement, as in effect from time to time. D. Refrain from taking any action or permitting any action to be taken on its behalf or causing, or permitting any circumstances within its control to arise or continue, if such action or circumstances will adversely affect the exemption from federal income tax of the interest on the Certificates. E. Take or cause to be taken any and all actions which are necessary or appropriate to carry out the terms of this Agreement. SECTION 3 .2 . Covenants of the Company. The Company covenants and agrees to do all of the following: A. Indemnify and hold harmless the City and its officials, the Purchaser and its directors and officers and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933 , or Section 20 of the Securities Exchange Act of 1934, against: (i ) any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under any statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the City and the Purchaser and each such official; director and officer and each such controlling person, if any, for any legal or other expense reasonably incurred by them or any of them in connection with investigating or defending any actions, whether or not resulting• in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the. Official Statement, which statement relates to the Company or the Project, or arise out of or are based upon the omission or alleged omission to state in ,that part of the Official Statement which relates to the Company or the Project a material fact required to be stated therein or necessary in order to make the statements made therein not misleading in light of the circumstances under which they were made, unless such untrue statement or omission was made in the Official Statement in reliance upon and in conformity with information furnished in writing by the Purchaser specifically for use therein; and (ii ) any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the rules or regulations under said Acts or any amendments of said Acts, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon the failure to register the Certificates under the Securities Act of 1933 or to qualify the Trust Agreement under the Trust Indenture Act of 1939. Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, the indemnifiable party will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel chosen by the Company and reasonably satisfactory to the City or the Purchaser or such indemnifiable person,, as the case may be, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. The City, the Purchaser or any such person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effected without its consent. B.. Promptly notify the Purchaser of any material or adverse change in the Company' s business, properties, assets, operations or condition (financial or otherwise) occurring before the Closing Date or within ninety (90) days thereafter. f -8- C. Refrain from taking any action, or permitting any action to be taken with regard to which the Company may exercise control, that results in the loss of the tax-exempt status of the interest on the Certificates under the Internal Revenue Code of 1954, as amended. D: Refrain from taking or omitting to take any action with regard to which the Company may exercise control and which action or omission would in any way cause the proceeds from the sale of the Certificates to be applied in a manner contrary to that provided for in the Lease Agreement or the Trust Agreement, as in effect from time to time. E. Diligently cooperate with the Purchaser and its counsel to qualify the Certificates for offer and sale under the securities laws of such jurisdictions of the United States as the Purchaser may request. F. Take or cause to be taken any and all actions which are necessary or appropriate to carry out the terms of this Agreement. SECTION 3 .3 . Covenant of the Purchaser. The Purchaser covenants and agrees that it will indemnify and hold harmless the City and its officials, the Company and its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act of 1933, or Section 20 of the Securities Exchange Act of *1934, against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under any statute or at common law or otherwise, and, except as hereinafter provided, will reimburse the City and the Company and each such official, director and officer and each such controlling person, if any, for any legal or other expense reasonably incurred by them or any of them in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liability or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement, which statement relates to the Purchaser, or arises out of or are based un_ on .the omission or alleged omission to state in that part of the Official Statement which relates to the Purchaser a material fact required to be stated therein -or necessary in order to make the statements made therein not misleading , in light of the circumstances under which they were made, unless such untrue statement or omission was made in .the Official Statement in reliance upon and in conformity with information furnished in writing by the Company specifically for use therein. 9 ARTICLE IV CLOSING CONDITIONS SECTION 4. Conditions of Purchase. The obligation of the Purchaser to purchase and pay for the Certificates to be purchased by it on the Closing Date hereunder shall be subject to the following conditions: SECTION 4. 1 . Instruments; Proceedings. All documents and certificates relating to the purchase of the Certificates and the authorization, execution, delivery and performance of this Agreement, the Lease Agreement, the Trust Agreement and the Agency Agreement shall be satisfactory to the Purchaser; and the Purchaser shall have received copies of all such documents, certificates and other evidence as it may reasonably request in order to establish the consummation of such transactions, the taking of all proceedings in connection therewith and compliance with the conditions set forth in this Article IV, in form ( as to certifi- cation and otherwise) and substance satisfactory to the Purchaser. SECTION 4.2 . Representations and Warranties True as of Closing Date. All representations and warranties contained in Sections 2 . 2 and 2 . 3 hereof shall (except as affected by transactions hereby contemplated) be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, and each of the City and the -Company shall have performed all agreements required to be performed under this Agreement on or before the Closing Date. SECTION 4.3 . Closing Certificate of the Citv. Purchaser shall have received a certificate of the Citv dated as of the Closing Date which shall be satisfactory in form and substance to the Purchaser to the effect that: A. All representations and warranties contained in Section 2 .2 of this Agreement are true and correct in all material respects as of the Closing Date; and B. All of the conditions and agreements required in this Agreement to be satisfied or performed by the City on or before the Closing Date have been satisfied or performed in the manner and with the effect contemplated herein. SECTION 4.4. Closing Certificate of the Company. Purchaser shall have received a certificate of the Companv dated as of the Closing Date which shall be satisfactory in form and substance to the Purchaser to the effect that: A. All representations and warranties contained in Section 2 .3 of this Agreement are true and correct in all material respects as of the Closing Date; -10- B. All of the conditions and agreements required' in this Agreement to be satisfied or performed by the Company on or before the Closing Date have been satisfied or performed in the manner and with the effect contemplated herein; C. There is no action or proceeding pending or, to the ` knowledge of the Company, threatened, the aim of which is the dissolution or liquidation of the Company; and D. There has been no material or adverse change in the business,.. properties, assets, operations or condition (financial or otherwise) of the Company. SECTION 4.5 . Execution and Recordation of Instruments. On or before the Closing Date (i ) this Agreement, the Lease Agreement, the Trust Agreement and the Agency Agreement shall be duly executed and delivered by the parties thereto; and (ii) the Lease Agreement shall have been recorded or filed for record in the appropriate public offices. SECTION 4. 6. . Opinions of Counsel. Purchaser shall have received from Robert M. Haight, counsel for the Company and Special Counsel, and from the City Attorney of the City, closing opinions in substantially the forms set forth in Exhibits A, B and B-1, and C, respectively, attached hereto. SECTION 4.1. Events of Default; Mergers, Etc. No event shall have occurred and be continuing on the Closing Date which would .constitute an event of default, as defined in the. Lease Agreement, the Agency Agreement or the Trust Agreement, or which, with notice or lapse of time or both, would become such an event of default. On the Closing Date the Company shall not have consolidated or merged with or into any other corporation, or sold or transferred all or substantially all of its property and assets to any other person (whether or not the same would have been permitted by the Lease Agreement) . SECTION 4.8. Events Permitting Purchaser to Terminate. The. Purchaser shall have the right, at its election, to cancel and terminate its obligations under this Agreement at any time on or before the Closing Date if any of the following occurs: A. - Legislation shall have been enacted by the Congress of the United States, or adopted by either House or any committee thereof, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or regulations shall have been proposed or made by the Treasury Department of the United States, the Internal Revenue Service or any other governmental agency with respect to federal tax upon revenues or other income of the general character to be derived by the City or by any similar body, or upon interest received on obligations of the general character of the Certificates -11- /f which,. in the opinion of the Purchaser, materially affects the market price of the Certificates or the market price generally of obligations of the general character of the Certificates; or B. Any legislation, ordinance, rule or regulation shall be enacted or be actively considered for enactment by any governmental body, . department or agency of the State of California, or a decision by any court of competent jurisdic- tion within the State of California shall be rendered which, in the opinion of the Purchaser, materially affects the market price of the Certificates or the market price generally of obligations of the general character of the Certificates; or C. A stop order, ruling, regulation or official state- ment by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering or sale of the Certificates, or of obligations of the general character of the Certificates, is in violation of any provisions of the Securities Act of 1933, as amended, or the Trust Indenture Act of 1939, as amended; or D. (i ) Any restriction on, or general suspension of, trading in securities on the New York Stock Exchange or any banking moratorium, or the establishment by the New York Stock Exchange, by the Securities and Exchange Commission, by any federal or state agency, or by the decision of any court, of any limitation on prices for such trading; (ii-) any new outbreak of hostilities or other national or international calamity or crisis, the effect of which on the financial markets of the United States shall be such as to make it impracticable, in the reasonable judgment of the Purchaser, for the Purchaser to enforce contracts for the sale of the Certificates; or (iii ) a fire, flood, accident or other calamity resulting in a substantial loss to the Companv which renders it impracticable, in the reasonable judgment of the Purchaser, to consummate the sale of the Certificates and the delivery of the Certificates by the. Purchaser at the initial public offering price; or E. At the Closing Date the Company fails to deliver the Certificates to the Purchaser as provided in Section 1.4 hereof, or at, the Closing Date any of the conditions specified in Article IV hereof shall not have been fulfilled to the satisfaction of the Purchaser. The Purchaser' s election to terminate shall not be deemed to be a waiver of any other rights the Purchaser may have by reason of such failure or nonfulfillment. c ARTICLE V DEFINITIONS SECTION 5. 1. Definitions. As used in this Agreement, the following words and phrases shall have the following meanings: "Governmental Authority" means any federal, state or local government, or any governmental department, commission, board, bureau, administrative authority, agency or instrumentality thereof, domestic or foreign. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement and the filing of -or agreement to give any financing statement under the UCC of any jurisdiction) . "Order" includes any order, writ, injunction, decree, judgment, award, determination, direction or demand issued by a court or Governmental Authority_ "UCC" means the Uniform Commercial Code. ARTICLE VI MISCELLANEOUS SECTION 6. 1. Exnenses_ Whether or not the transactions hereby contemplated shall be consummated, the Company agrees to pay all expenses incident to such transactions and those incurred prior to the abandonment of such transactions, including, without limitation, (a) the legal fees of counsel for the City; (b) the expenses and costs of publishing legal notices and of filing the requisite validation actions, incurred in connection with the issuance and sale of the Certificates; (c) the expenses and costs of printing, validating and delivering the Certificates; (d) the initial or acceptance fee of the Trustee, if any; (e) any expenses in' connection with securing title insurance on the Project; ( f) all expenses in connection with the authorization, sale and issuance of the Certificates including fees and expenses in connection with the qualification of the Certificates for sale under the securities laws of various jurisdictions; and (g) the out-of-pocket expenses of the Purchaser in connection with said transactions, including, without limitation, the legal fees and expenses of Heller, Ehrman, White & McAuliffe, counsel for the Purchaser. SECTION 6.2 . Notices . All notices, demands and requests which may or are required to be given by any party hereto to any other party hereto shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of -13- the party to whom such notice is to be given, or when sent postage prepaid by first class mail, registered or certified, return receipt requested, by deposit thereof in a duly constituted United States Post Office or branch thereof located in one of the -present states of the United States of America in a sealed envelope addressed as follows: If intended for the Company or the City, at the respective address set forth or provided for in the Lease Agreement. If intended for the Purchaser: First California Regional Securities, Inc . 444 Market Street San Francisco, CA 94111 .Attention: Chief Executive Officer A duplicate copy of each notice, certificate or other communication given hereunder shall be given to each of the other parties hereto. The parties hereto may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. SECTION 6.3 . Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. The provisions of this Agreement are intended to be solely for the benefit of the parties mentioned in the preceding sentence and the other persons indemnified under Sections 3 .2A and 3 .3 hereof. Nothing contained herein shall be construed to give any person other than such parties any legal or equitable right or claim under this Agreement. SECTION 6.4. Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of California. SECTION 6.5 . Headings. The headings of provisions of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement. SECTION 6. 6. Counterparts and Amendment. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Agreement may not be modified or amended except in writing, signed by all of the parties hereto. SECTION 6.7. Severability. If any clause, provision or section of this Agreement is ruled invalid by any court of -14- competent jurisdiction, the invalidity of such clause, provision or section shall not affect any of the remaining provisions hereof. IN WITNESS WHEREOF, the City, the Company and the - Purchaser have caused this Agreement to be duly executed and delivered as of the date appearing at the beginning of this Agreement. CITY OF DUBLIN, CALIFORNIA By: )< Name: Richard C . -Ambrose Title: City Manager (SEAL) DUBLIN INFORMATION, INC. By e Name: Richard N Ambrose Title: Chief Financial Officer FIRST CALIFORN GIONAL SECURITIES, INC. C By: N e: Title: . -15- .. .. uV':au:+fn.....e... •_+sv-W.v .[a iw r..... r...v.aNV... :uwn...+1. _ _e.......w�. ..................,..............._....�....�.................«....... .............-....,...-..,..... ....._.t....,... ........._..... EXHIBIT A [Letterhead of Robert M. Haight] December 1985 City of Dublin P.O. Box 2340 Dublin, California 94568 First California Regional Securities, Inc. 444 Market Street San Francisco, California 94111 $11, 968, 000 • City of Dublin Certificates of Participation (City of Dublin Public Facilities Project No. 1) Ladies and Gentlemen: As general counsel to Dublin Information, Inc. a California nonprofit corporation (the "Company" ) ,- I have represented the Company in connection with the Company' s issuance . of Certificates of Participation (the "Certificates" ) in the aggregate principal amount of $11, 968, 000 which evidence the proportionate ownership interest of the holder thereof in payments to be made by the City of Dublin, .California (the "City" ) as the rental for certain land and facilities pursuant to a Lease Agreement dated as of December 18, 1985 between the Company as lessor and the City as lessee (the "Lease Agreement" ) . In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including (i) the Agreement of Purchase dated as of December 18, 1985 (the "Agreement of Purchase" ) , by and among the City, First California Regional Securities, Inc. (the "Underwriter" ) and the Company, (ii ) the Trust Agreement dated as of December 18, 1985 (the "Trust Agree- ment" ) , by and between the City and the Company as trustee (the "Trustee" ) , (iii) the Preliminary Official Statement of the City dated as of December 18, 1985 and the Final Official Statement dated as of December 18, 1985 (the "Official Statement" ) , (iv) the Lease Agreement, (v) the Agency Agreement dated as of December 18, 1985 (the "Agency Agreement" ) , by and between the City and the Company, (vi) the Articles of Incorporation and By-laws of the Company, and (vii) the certificates and counsel opinions executed and delivered in connection with the sale of the Certificates. City of Dublin First California Regional Securities, Inc December 1985 Page 2 This opinion is delivered to 'you pursuant to the Agree- ment of Purchase. Terms used and not defined herein have the meanings set forth in the Agreement of Purchase. Based upon the foregoing and upon consideration of applicable law, I am of the opinion that: 1. The Company is a nonprofit corporation duly incorporated, validly existing and in good standing under the laws of the State of California, with power to own its properties and carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is -in good standing in each jurisdiction in which the property owned by it or the nature of the business conducted by it makes such qualification necessary. 2 . The execution, delivery and performance of the Agreement of Purchase, the Lease .Agreement, the Trust Agreement and the Agency Agreement have been duly authorized by all necessary action on the part of the Company. The Agreement of Purchase, the Lease Agreement, the Trust Agreement and the Agency Agreement have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with- their respective terms, except as rights of indem- nity* under the Agreement of Purchase may be limited by principles of public policy and except insofar as enforcement of such agree- ments may be limited by applicable bankruptcy, insolvency, reorgan- ization or other laws affecting the rights of creditors generally, by the application .of usual equitable principles where equitable remedies are sought and by limitations which may be imposed upon the availability to creditors, including secured creditors, of certain remedies or the waiver or exercise of certain rights, including, without limitation, specific performance or enforcement. 3 . To the best of my knowledge after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Company or of which its property is the subject, wherein an unfavorable decision, ruling or finding would (i) materially adversely affect the transactions contemplated by the Agreement of Purchase, the Lease Agreement, the Agency Agree- ment or the Trust Agreement or the business, properties, assets, operations or condition (financial or otherwise) of the Company; or (ii) adversely affect the validity or enforceability of the Certificates, the Agreement of Purchase, the Lease Agreement, the Agency Agreement or the Trust Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contem- plated by the Agreement of Purchase. To the best of my knowledge A-2 City of Dublin First California Regional Securities, Inc. December 1985 Page 3 after due inquiry, the Company is not in default with respect to any order of any court, Governmental Authority or tribunal. 4. To the best of my knowledge after due inquiry, the Company is not a party to any contract or agreement or subject to any charter, bylaw •or other corporate restriction which materially adversely affects its business, property, assets, operations or condition (financial or otherwise) . Neither the execution or delivery of the Agreement of Purchase, the Lease Agreement, Trust Agreement or the Agency Agreement nor the consummation of the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and provisions thereof, will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under,•-or result in any violation of, or creation of any Lien upon, any of the properties or assets of the Company or require any consent or approval by any court or administrative or governmental body pursuant to the charter or by-laws of the Company, the provisions of any restriction or any other agreement or instrument, known to us after due inquiry, to which the Company is a party or by which it is bound, or any award of any arbitrator, Order, statute, law, rule or regulation, known to us after due inquiry, by which the Company or any of its properties may be bound or affected. S . No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of the Company, not obtained prior to the Closing Date (other than the due recording of the Lease Agreement and except as may be required by securities or blue sky laws of any jurisdiction) is required in connection with the execution, delivery and compli- ance with or fulfillment of the terms of the Agreement of Purchase, the Lease. Agreement, the Trust Agreement and the Agency Agreement, or in connection with the offer, issue, sale, delivery or compli- ance with or fulfillment of the terms of the Certificates. On the basis of my participation in the preparation of the Official Statement, including Appendix A and B thereto, I have no reason to believe that the Official Statement contains any untrue statements of a material fact or omits to state material facts required to be stated therein or necessary to make the . statements therein, in light of the circumstances under which they are made, not misleading (except that I express no view as to the financial statements and schedules included therein) . Very truly yours, Robert M. Haight, Esq. A-3 ........ • t [ EXHIBIT B [Letterhead of Robert M. Haight] December 1985 City of Dublin P.O. Box 2340 Dublin, California 94568 First California Regional Securities, Inc . 444 Market Street San Francisco, California 94111 $11, 968, 000 City of Dublin Certificates of Participation (City of Dublin Public Facilities Project No. 1) Ladies and Gentlemen: I have acted as special counsel to the City of Dublin, California (the "City" ) in connection with the issuance by Dublin Information, Inc. , a California nonprofit corporation (the "Company" ) , of Certificates of Participation (the "Certificates" ) , in the aggregate principal amount of $11, 968,000. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, records and other instruments as I have deemed necessary or appropriate for purpose's of this opinion, including (i) the Agreement of Purchase dated as of December 18, 1985 (the "Agreement of Purchase" ) , by and among the City, First California Regional Securities, Inc. (the "Underwriter" ) and the Company; (ii) the Trust Agreement dated as of December 18, 1985 (the "Trust Agree- ment" ) , by and between the City and the Company as trustee (the "Trustee" ) ; (iii) the Preliminary Official Statement of the City dated as of December 18, 1985 and the Final Official Statement of the City dated as of December 18, 1985 (the "Official Statement" ) ; (iv) the Lease Agreement dated as of December 18, 1985 (the "Lease Agreement" ) , by and between the City as lessee and the Company as lessor; (v) the Agency Agreement dated as of December 18, 1985 (the "Agency Agreement" ) , by and between the City and the Company; and (vi) the certificates and counsel opinions executed and delivered in connection with the sale of the Certificates. Based upon the foregoing and upon consideration of applicable law, I am of the opinion as follows: 1 . The execution and delivery by the City of the Agreement of Purchase, the Lease Agreement, the Agency Agreement and the Trust Agreement, the performance by the City of its City of Dublin First California Regional Securities, Inc. December _, 1985 Page 2 obligations thereunder, the taking of all actions in carrying out and consummating the transactions contemplated thereby and by the Official Statement, and the issuance and sale of the Certificates will not conflict with or constitute a violation on the part of the City of the Constitution or any laws of the State of California. 2 . The Agreement of Purchase has been duly authorized, executed and delivered by, and constitutes a valid, legal and binding obligation of, the City, enforceable against the City in accordance with its terms, except as such enforceability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors' remedies generally or the appli- cation of equitable principles when eauitable remedies are sought. 3 . The City has duly approved" the Official Statement and has authorized its execution, delivery and distribution in connection with the sale of the Certificates. The Official Statement has been duly executed and delivered by the City. Q.. Nothing has come to my attention in the course of my engagement as special counsel to the City which causes me to believe that the information contained in the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in orddr to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5 . The Certificates constitute exempt securities under Section 3 (a) (2 ) of the Securities Act of 1933, as amended, and the offering, sale and delivery thereof do not require registration of the Certificates thereunder nor qualification of the Trust Agree- ment under the Trust Indenture Act of 1939, as amended. Very truly yours, Robert M. Haight, Esq. B-2 EXHIBIT B-1 [Letterhead of Robert M. Haight] December 1985 City of Dublin P.O. Box 2340 Dublin, California 94568 First California Regional Securities, Inc . 444 Market Street San Francisco, California 94111 - $11, 968, 000 City of Dublin Certificates of P-articipation (City of Dublin Public Facilities Project No. 1) Ladies and Gentlemen: I hereby certify that I have examined the record of proceedings of the City of Dublin, California (the "City" ) pertaining to the issuance of Certificates of Participation (the "Certificates" ) by Dublin Information, Inc . , a California nonprofit 'corporation (the "Company" ) , in the aggregate principal amount of $11, 968,000, for the purpose of financing the acquisition and improvement of the Dublin Civic Center and Related Facility located in the City of Dublin (the "Project" ) . The Certificates are issued under a Trust Agreement dated as of December 18, 1985 (the "Trust Agreement" ) , between the City and the Company, as Trustee (the "Trustee" ) . The City has entered into a Lease Agreement (the "Lease Agreement" ) with the Company dated as of December 18, 1985, pursuant to which the City will lease the Project from the Company and make lease payments to the Company sufficient to pay the principal of, premium (if any) and interest on the Certificates. Neither the faith and credit nor the taxing power of the City of Dublin or the State of California or any political subdivision thereof is pledged to the payment of the principal of or interest on the Certificates. As used in this opinion, the term "Proceedings" means Ordinance No . and Resolution Nos. and all as adopted by the City' s City Council pursuant to (the "Law" ) . Based upon the foregoing and upon consideration of applicable law, I am of the opinion that: 1 . The City is a municipal corporation, duly organized and existing under the Constitution and the laws of the State of California. City of Dublin First California Regional -Securities, Inc. December , 1985 Page 2 2. The City has full power and authority under the Constitution and laws of the State of California and the City' s Charter to undertake the financing of the Project, to adopt the Proceedings, to enter into the Trust Agreement, the Lease Agreement, the Agency Agreement dated as of December 18, 1985 between the City and the Company (the "Agency Agreement" ) , and the Agreement of Purchase dated as of December 18, 1985 (the "Agreement of Purchase" ) , among the City, First California Regional Securities, ' Inc. and the Company, and to perform its obligations thereunder and to take all actions in carrying out and consummating the transactions contemplated thereby and by the Preliminary Official Statement dated as of December 18, 1985 and the -Final Official Statement dated as of December 18, 1985 (the "Official Statement" ) , prepared in connection with the sale of the Certificates, and has taken all actions and obtained all consents and approvals required of it in connection therewith by the City' s Charter or by applicable law. 3 . The City has duly adopted the Proceedings and has duly authorized the execution and delivery of the Lease Agreement, the Trust Agreement, the Agreement of Purchase, the Agency Agree- ment and the Official Statement, and all actions necessary or appropriate to carry out and consummate the transactions contem- plated thereby. 4. The Trust Agreement, the Lease Agreement, the Agency Agreement and the Agreement of Purchase have been duly and legally authorized, executed and delivered by the City and constitute valid, legal and binding obligations of the City enforceable against the City in accordance with their terms, except as such enforceability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors' remedies generally or the application of equitable principles when equitable remedies are sought or the limitations on remedies available against public entities. S . The sale and issuance of the Certificates does not violate any limitation imposed by the Constitution or the laws of the State of California or by the City' s Charter on the incurring of indebtedness by the City. 6. Interest on the Certificates is exempt from present federal income tax under existing laws, rulings, regulations and decisions, except for interest on any Certificate for any period during which it is held by a person who is a "substantial user" of the Project or by a "related person" within the meaning of Section 103 (b) of the Internal Revenue Code of 1954, as amended (the "Code" ) . Interest on the Certificates is also exempt from California income tax. B-1-2 . City of Dublin First California Regional Securities, Inc. December , 1985 Page 3 7. The Certificates are not "arbitrage bonds" within the meaning of Section 103 (c) of the Code. I have examined the form and execution of Certificate No. 1, as authenticated by the Trustee, and such form, execution and authentication are correct and proper. Very truly yours, Robert M. Haight, Esq. B-1-3 EXHIBIT C [City Attorney Letterhead] December , 1985 First California Regional Securities, Inc. 444 Market Street San Francisco, California 94111 $11, 968, 000 City of Dublin Certificates of Participation - (City of Dublin Public Facilities Project No . 1) Ladies and Gentlemen: In my capacity as City Attorney of the City of Dublin, California, I have acted as counsel to the City of Dublin (the "City" ) in connection with the issuance by the Dublin Information, Inc . , a California nonprofit corporation (the "Company" ) , of its Certificates of Participation (the "Certificates" ) in the aggregate principle amount of $11, 968, 000. I have examined originals, or copies certified or otherwise identified to my satisfaction of such documents, records and other instruments as .I have- deemed necessary or appropriate for the purposes of this opinion, including (i ) the Agreement of Purchase (the "Agreement of Purchase" ) dated as of December 18, 1985, by and among the City, First California Regional Securities, Inc . , as underwriter, and the Company; (ii) the Trust Agreement dated as of December 18, 1985 (the "Trust Agreement" ) , by and between the City and the Company, as trustee (the "Trustee" ) ; ( iii ) the Lease Agreement (the "Lease Agreement" ) dated as of December 18, 1985, by and between the City as lessee and the Company as lessor; (iv) the Agency Agreement (the "Agency Agreement" ) dated as of December 18, 1985, by and between the City and the Company (the foregoing agreements collectively referred to herein as the "Operative Documents" ) ; (v) the Preliminary Official Statement dated as of December 18, 1985 and the Final Official Statement dated as of December 18, 1985 of the City pertaining to the Certificates, (the "Official Statement" ) , (vi ) the City' s Ordinance No . and Resolution Nos. and (collectively, the "Proceedings" ) , (vii ) the Constitution of the State of California, (viii ) the Charter of the City (the "Charter" ) , and (ix) the various certificates and counsel opinions executed and delivered in connection with the sale of the Certificates. Based upon the foregoing and upon consideration of applicable law, I am of the opinion as follows: SLl�i.rcynm}n.xaF�mjT.s�aS.-::1'�.:►5�.�...`',�.'iw ��..vev,.^^�Y^`G`�-y-"Li; -"fir+ .wti.a.`- :..i-,..a c....:w..... ..�.. -.... ,_ ... First California Regional Securities, Inc... December 1985 Page 2 1. The City is a municipal corporation, duly organized and existing under the Constitution and laws of the State of California and the Charter. 2 . The City has full power and authority under the Constitution and laws of the State of California and the Charter to undertake the transactions contemplated by the Operative Documents, adopt the Proceedings, enter into the Operative Documents and perform its obligations thereunder, and take all actions in carrying out and consummating the transactions contemplated thereby and by the Official Statement, and has taken all proceedings and obtained all consents and approvals required in connection therewith by the Charter or by applicable law. 3 . The -Proceedings have been duly adopted by the City in accordance with all requirements of California law and the Charter and all procedural rules of the City and are in full force and effect on the date hereof and the officials of the City listed on the incumbency certificate of 'the City delivered on the date hereof have been duly appointed and are qualified to serve as such. 4. The City has duly authorized, executed and delivered the Operative Documents, authorized the issuance and sale of the Certificates, and taken all actions necessary or appropriate to carry out .and consummate the transactions contemplated thereby, and the making and performance of each such agreement, the taking of all actions in carrying out and consummating the transactions contemplated thereby and by the Official Statement, and the issuance and sale of the Certificates do not conflict with, violate or result in a breach of or constitute a default under any indenture, agreement or other instrument by which the City or . any of its properties may be bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any federal or state court, government or governmental body having jurisdiction over the City or any of its property and by which the City or any of its property may be bound or to which they may be subject. 5 . 'The Operative Documents constitute valid, legal and binding obligations of the City enforceable against the City in accordance with their respective terms, .except as such enforce- ability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors' remedies generally or the application of equitable principles when equitable remedies are sought or the limitations on remedies available against public entities. 6. The City has duly approved the Official Statement and has authorized its execution, delivery and distribution in connection with the sale of the Certificates. The Official Statement has been duly execrated and delivered by the City. y C-2 J u ' 'El fst California Regional Securities, Inc. December _, 1985 Page 3 7 . To the best of my knowledge after due inquiry, except as may be stated in the Official Statement, there is no litigation, proceeding or investigation before or by any court, public board or body pending or threatened against or affecting the City challenging the validity of, or in which an unfavorable decision, ruling or finding would adversely affect, the Proceedings, the Operative Documents, any of the transactions contemplated by such instruments -and the Official Statement or the performance by the City of any of its obligations thereunder, or . the construction or operation of the Project (as that term is defined in the Trust Agreement) . 8 . Nothing has come to my attention that causes me to believe that the information contained in the Official Statement is not true and correct or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading. Very truly yours, Michael R. Nave, Esq. r C-3 y s $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) CERTIFICATE OF CITY CLERK RE INCUMBENCY I, Richard C. Ambrose, the City Clerk of Dublin, California (the "City") , do hereby certify and declare that: 1. The City is a municipal corporation, duly created, established and authorized to•transact business and exercise its powers, all under and pursuant to the Constitution and laws of the State of California. 2. The City was duly incorporated in 2 1 82 The City has not been superseded or dissolved. 3. At the present time and at all times pertinent to the issuance and delivery of the $11,968,000 City of Dublin, California, 1985, Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") , the Mayor and City Council of the City and the certain other elected owls duly elected thereto, qualified therefor, and acting therein, are as follows: Name Expiration of Term. Peter W. Snyder, Mayor 1988 Peter J. Hegarty, Vice-mayor 1986 Linda J. Jeffery, Councilmember 1988 Paul C. Moffatt, Councilmember 1986 Georgean Vonheeder, Councilmember 1986 Richard C. Ambrose, City Clerk Michael R. Nave, City Attorney - 1 - 4. Regular meetings of the City Council are held on the second and fourth ,Mondays of each month at the hour of 7:30 P.M. at the City of Dublin Library, 7606 Amador Valley Blvd. , Dublin, California 94566. 5. The Cert Ldcates shall be executed by the Lessor or Trustee. DATED: December 3�.k_, 1985 CITY OF DUBLIN, CALIFORNIA Richard C. Ambrose, ity Clerk (SEAL) - 2 - $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) SIGNATURE CERTIFICATE AND CERTIFICATE AS TO NO LITIGATION We, the undersigned officers Peter W. Snyder and Richard C. Ambrose, the Mavor. and Citv Clerk, respectively, of the City of Dublin, California (the "City") , indicated by the official titles opposite our respective signatures, DO HEREBY CERTIFY that we have executed the Lease Agreement, the Agency Agreement and the Trust Agreement pertaining to the $11,968,000 City of Dublin 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") . The Certificates are in the principal amount of $11,968,000, are dated as of December 18, 1985, bear interest payable commencing August 1, 1986, and semiannually on each February 1 and August 1 thereafter until the respective maturity dates of the Certificates and maturing on the dates and in the principal amounts and bearing the rates of interest as set forth below: Principal Interest Year Amount Rate 1987 $173, 000 6. 75 1988 $180, 000 7. 25 1989 $195, 000 7. 50 1990 $205, 000 7. 75 1991 $225, 000 8. 00 1992 $240,000 8. 20 1993 $260, 000 8. 40 1994 $280, 000 8. 60 1995 $305, 000 8. 80 1996 $335, 000 9. 00 1997 $365 , 000 9. 00 1998 $395, 000 9. 00 1999 $430, 000 9. 00 2010 $8, 3801,000 9. 25 i - 1 - WE FURTHER CERTIFY that, at the time we executed. the Lease Agreement, the Agency Agreement and the Trust Agreement and also on the date of this certificate (which is the date of actual delivery of the Certificates to the purchaser thereof) , we were the duly elected, qualified and acting offucials indicated therein and authorized to execute the same; that to the best of our knowledge, there is no action, controversy, suit, proceeding, inquiry or investigation or other proceeding of any kind at law or in equity or before or by any court, public board or 'body pending or, to the best of our knowledge, threatened, against or affecting the City or any officer of the City in his official capacity wherein an unfavorable decision, ruling or finding would: (1) Adversely affect the creation, organization, existence or powers of the City or the titles of its members and officers to their respective offices; or (2) Enjoin or restrain the issuance, sale and delivery of the Certificates or the collection of any moneys, or property pledged or to be pledged under the Lease Agreement, the Agency Agreement or the Trust Agreement authorizing the Certificates; or (3) Adversely affect any rights, powers, duties, or obligations of the City with respect to the moneys, and assets pledged or to be pledged to pay the principal of, redemption price or interest on the Certificates; or (4) Adversely affect any authority for the issuance of the Certificates or the validity or enforceability of the Lease Agreement, the Trust Agreement, the Agency Agreement, the Certificates, the Ordinance or the resolutions adopted in furtherance of the issuance of the Certificates. - 2 - DATED: 31 1 92 Name Official Title Peter W. Snyder Mayor ` L- City Clerk Richard C. Ambrose STATE OF CALIFORNIA ) SS. COUNTY OF ALAMEDA ) On this 27th day of December , 1985, before me, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared Peter W. Snyder and Richard C. Ambrose, known to me to be, respectively, the Mayor and City Clerk of the City of Dublin, California (the "City") , and acknowledged to me that the attached Signature Certificate and Certificate as to No Litigation was executed manually by Peter W. Snyder and Richard C. Ambrose, pursuant to a resolution of the city. Notary--Public (Notarial Seal) OFFICIAL SEAL + � KAY KECK NOTARY PUSUC-CALIFORNIA ALAMEDA CCU:VTY MY Comm.Expires Nov. 11, 1986 My Commission expires November 11 , 1986 - 3 - •:..,... .. .iu .`.:J:.-;�' IY.'�.c.►.a'.�td_. t :. l'.a '.'fS li:eLf.•:.... nY:l'•L- ....k•... :nC'^'a..Y :fL':].7 a.,.s. ....:✓.+...:....:n .:.�.-.::V.. .w.i-_...-✓ ulNi.. nrv>T .`•..hU:... \ ..�..-_-.._.9:+nl1aG'1t L2.tH.d'.7'X J-.-• .. .—. $11 , 968, 000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) . NO ARBITRAGE CERTIFICATE OF THE CITY OF DUBLIN The undersigned is the City Manager of the City of Dublin (the "City") , and is one of the officers of the City charged with the responsibility for issuing the $11;968,000 City of Dublin 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") , is familiar with the facts, estimates and' expectations set forth herein and certifies the statements in this Certificate. This No Arbitrage Certificate may be relied upon as a certification under Section 1.103-13 (a) (2) (A) of the United States Treasury Regulations (the "Regulations") and Section 103(c) of the Internal Revenue Code of 1954, as amended (the "Code") , relating to arbitrage bonds. The undersigned has made an investigation of the facts, estimates and expectations pertaining to and in connection with the issuance of the Certificates and to the best of the undersigned's knowledge, information and belief, the expectations contained in this Certificate are reasonable. On the basis of this investigation, the undersigned certifies and reasonably expects: 1. The proceeds of the Certificates will be used as follows: (a) Place in the Construction Account an amount equal to $ 11 , 573,056 , which amount shall be used to disburse payments for land acquisition and construction of the Project; (b) Deposit in the Lease Payment Account the amount of interest accrued on the Certificates from their date (December 18, 1985) to the date of delivery. A portion of the proceeds of the Certificates deposited in the Construction Account shall be used for the acquisition of land for a Civic Center Complex and related facility .(the "Facilities") and the construction and/or reconstruction and renovation of the Facilities within the City pursuant to a certain Lease Agreement with Dublin Information, Inc. The original proceeds of the Certificates will not exceed the amount necessary to achieve the purposes listed in this paragraph 1 and no portion of the Certificates is'issued solely for.the purpose of investing such portion at a materially higher yield. To the extent that proceeds of the Certificates constitute "excess proceeds" within the meaning of Section 1.103-15(b) of the Regulations, such excess proceeds will not exceed one percent (1%) of the original proceeds of the Certificates. 2. On or prior to the date of issuance of the Certificates, the City will receive $11,968,000:00 of proceeds from the sale of the Certificates to the purchasers. This amount represents the $11,968,000.00 aggregate principal amount of the Certificates minus the purchaser's discount of $ 394, 944 plus 1 '' . $ 3 8, 9 3 0. 6 8 of accrued interest from the date of the Certificates to December 31 , 1985. From these proceeds, $3 8,9 3 0. 6 8 , which is the amount received by the City as accrued interest will be placed in the Lease Payment Account; $ 11,573, 056 will be placed in the Construction Account to pay Project Costs net of purchaser's discount. 3. Proceeds of the Certificates received as accrued interest will be expended within one (1) year from the date of this Certificate. The proceeds described in the preceding sentence will be invested for a temporary period not longer than a one (1) year period beginning on the date of issuance of the Certificates. Amounts deposited to the Certificate Fund for debt service on the Certificates may be invested at a yield in excess of the yield on the Certificates and will be expended on debt service on the Certificates within thirteen (13) months after the date of such deposit. 4. Within six (6) months after the date of issuance of the Certificates, the City will incur a substantial binding obligation to commence projects that will be financed by the issuance of the Certificates. The City shall require that all contracts enured into which involve the use of the proceeds of the issue shall have a requirement that work on or acquisition of the project or projects must proceed with due diligence to completion. 5. As of the date of this Certificate, which is. the date of issuance of the Certificates, it is expected that at least eight-five percent (85%) of the "spendable proceeds" (as defined in the Regulations Section 1.103-14 (b) (2) (iii) , shall be expended on the project within three (3) years from the date of this Certificate. The proceeds of the Certificates to be used to finance the project described in paragraph 1 and wilt be invested for a temporary period not in excess of three (3) years from the date of this Certificate. 6. On the basis of all the facts, estimates and expectations now in existence and set forth in the documents relating to the issuance of the Certificates, including, without limitation, this No Arbitrage Certificate, it is not expected that the proceeds of the Certificates will be used in a manner that would cause the Certificates. to be "arbitrage bonds" within the meaning of Section 103 (c) of the Code and the Regulations. 7. The Certificates are being and shall be issued in strict compliance with (a) the relevant provisions of California law, and (b) those portions of the Code and the Regulations necessary to qualify such Certificates as tax-exempt municipal obligations. 8. There is no reason within my knowledge why the City may not deliver the Certificates in the aggregate principal amount of $11,968,000 as provided in the Resolution relating to the issuance of the Certificates. 9. The price paid by First California Regional Securities, Inc., for the Certificates is'reasonable under customary standards applicable to the market. First California Regional Securities, Inc. , has represented that the initial offering price or yield of the Certificates to the public (excluding bond houses, brokers and other intermediaries) is as set forth on the cover sheet of the Final Official Statement relating to the Certificates. - 2 - 10. The City has not been notified of any listings or any proposed listings of it by the Commissioner of the Internal Revenue Service by publication in the Internal Revenue Bulletin, or otherwise, indicating that the certification of the City may not be relied upon with respect to the issues of governmental obligations to be issued by it subsequent to the date of publication of such notice; the City has not been given any notice of similar import. 11. The terms used in this No Arbitrage Certificate have the same meaning as those terms which are used in Section 103 (c) of the Code and the Regulations. 12. To the best of my knowledge and belief, there are no other facts or estimates that would materially change the foregoing expectations. No matters have come to my attention which make unreasonable or incorrect the representations made in this No Arbitrage Certificate. DATED: December3l, 1985 Richard C. Ambro , City Manager of the City of Dublin - 3 - $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) CERTIFICATE RE OFFERING STATEMENT I, Peter W. Snyder, Mayor of the City of Dublin, California (the "City") , DO HEREBY CERTIFY THAT: 1. I have examined the Preliminary Offering Statement dated December IQ , 1985, and the Final Offering Statement dated 17`c{��7i 1985 (collectively, the "Offering Statement") for the $11,968,000 City of Dublin, California, 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") , and the material and documents used in compiling such Offering Statement. 2. After a reasonable investigation of such Offering Statement and supporting materials and documents, to the best of my knowledge and belief; (a) the Offering Statement does not contain any untrue statements of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (b) since the date of the Offering Statement, no event has occurred which should have been set forth in an amendment or supplement to the Offering Statement; and (c) there has been no material adverse change in the operation or financial affairs of the City of Dublin since the date of such Offering Statement. DATED: December3i 1985 r" 7 Peter W. Snyder,' Mayorlof the City of Dublin, California $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) OFFICER'S CERTIFICATE RE CERTAIN COSTS OF ISSUANCE I, Richard C. Ambrose, DO HEREBY CERTIFY AND DECLARE that I am the City Manager, duly appointed, qualified and acting as such, as of the date hereof, of the City of Dublin, California (the "City") , and, pursuant to Resolution No 131j 7gT of the City adopted on December 18, 1985, the attached statements represent items designated as Costs of Issuance in connection with the issuance and sale by the City of $11,968,000 City of Dublin, California, 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") , and are hereby approved by the City for payment thereof by Dublin Information, Inc. , as Trustee, in the amounts and in accordance with each of the attached statements, by check or draft drawn upon the proceeds of the Certificates, as appropriate, free and clear of any lien or pledge created by Resolution No. 134-65- . DATED: December 3 l , 1985 CITY OF DUBLIN, CALIFORNIA City Manager $11 ,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1 ) CERTIFICATE OF LESSOR RE INCUMBENCY I , Peter W. Snyder, the duly appointed President of Dublin Information, Inc . , (the "Company" ) , do hereby certify and declare that : 1 . The Company is a California non-profit public benefit Corporation in good standing, duly incorporated on February 5 , 1985 . The company has not been suspended , dissolved or liquidated. 2. At the present time and at all times pertinent to the issuance and delivery of the $11 ,968 ,000 City of Dublin 1985 Certificates of Participation (Public Facilities Project No . 1 ) (the "Certificates" ) , the officers of the Company , duly qualified therefor, and acting therein, are as follows : Name Office Peter W. Snyder President Peter J . Hegarty Vice President Richard C . Ambrose Secretary Richard C . Ambrose Chief Financial Officer DATED : December 3i , 1985 DUBLIN INFO . ION, INC . By: -/ Title : GSA D r N-r- (SEAL) Item 6.3 Exhibit #12 Missing Certificate of Lessor Regarding Incumbency $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) CERTIFICATE OF TRUSTEE REGARDING THE INCUMBENTS SIGNATURES, AUTHENTICATION AND DELIVERY The undersigned, Trustee under the Trust Agreement between the City of Dublin, California (the "City' and Dublin Information, Inc. , (the "Lessor-Trustee") , dated as of December 18, 1985 (the "Trust Agreement") hereby certifies with respect to the $11,968,000 issued thereunder as follows: (i_) That it authenticated and delivered to First California Regional Securities, Inc. , $11,968,000 aggregate principal amount of Certificates, dated as of December 18, 1985, maturing serially on each year commencing on February 1, 1987, at such rate or rates of interest as set forth below: Principal Interest Year Amount Rate 1987 $173, 000 6. 75 1988 $180, 000 7. 25 1989 $195 , 000 7. 50 1990 $205, 000 7. 75 1991 $225, 000 8. 00 1992 $240, 000 8. 20 1993 $260, 000 8. 40 1994 $280, 000 8. 60 1995 $305, 000 8. 80 1996 $335,000 9. 00 1997 $365, 000 9. 00 1998 $395, 000 9. 00 1999 $430, 000 9. 00 2010 $8 , 380 , 000 9. 25 a (ii) That the Trust Agreement was accepted on behalf of Dublin Information, Inc. , as Trustee, by the persons whose names and offices appear below and that said persons were at the time of the acceptance of the Trust Agreement and now are duly appointed, qua]if d and acting incumbents of their respective offices, and that the signatures appearing after their names are true and correct specimens of their genuine signatures. A President Secretary C'. A" IN WITNESS WHEREOF, the undersigned has hereunto set his hand this `31 sr day of DUBLIN INFORMATION, INC. By: jr Title: Vice President (SEAL) ROBERT M. HAIGHT ATTORNEY AT LAW 4740 SCOTTS VALLEY DRIVE,SUITE A SCOTTS VALLEY,CALIFORNIA 95066 (408)438=6610 December 1985 City of Dublin 6500 Dublin Blvd. Dublin, California 94568 First California Regional Securities , Inc. 444 Market Street San Francisco, California 94111 $11 , 968 ,000 City of Dublin Certificates of Participation Dublin Public Facilities Project No. 1) Ladies and Gentlemen: I have acted as special counsel to the City of Dublin, California (the "City") in connection with the issuance by Dublin Information, Inc. , a California nonprofit corporation (the "Company") , of Certificates of Participation (the "Certificates") , in the aggregate principal amount of $11 , 968 , 000. In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents , records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including (i) the Agreement of Purchase dated as of .December 18 , 1985 (the "Agreement of Purchase") , by and among the City, First California Regional Securities , Inc. (the "Underwriter") and the Company, (ii) the Trust Agreement dated as of December 18, 1985 (the "Trust Agreement") , by and between the City and the Company as trustee (the "Trustee") , (iii) the Official Statement of the City dated as of December 18, 1985 (the "Official Statement") , (iv) the Lease Agreement dated as of December 18 , 1985 (the "Lease Agreement") , by and between the City as lessee and the Company as lessor, (v) the Agency Agreement dated as of December 18 , 1985 (the "Agency Agreement") , by and between the City and the Company, and (vi) the certificates -and counsel opinions executed and delivered in connection with the sale of the Certificates. Based upon the foregoing and upon consideration of applicable law, I am of the opinion as follows: 1 . The execution and delivery by the City of the Agreement of Purchase, the Lease Agreement, the Agency Agreement and the Trust Agreement, the performance by the City of its obligations thereunder, the taking of all actions in carrying out and consummating the transactions contemplated thereby and by the City of Dublin First California Regional Securities , Inc. December �_, 1985 Page 2 Official Statement, and the issuance and sale of the Certificates will not conflict with or constitute a violation on the part of the City of the Constitution or any laws of the State of California. 2 . The Agreement of Purchase has been duly authorized, executed and delivered by, and constitutes a valid, legal and binding obligation of, the City enforceable against the City in accordance with its terms , except as such enforceability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors ' remedies generally or the application of equitable principles when equitable remedies are sought. 3 . The City has duly approved the Official Statement and has authorized its execution, delivery and distribution in connection with the sale of the Certificates. The Official Statement has been duly executed and delivered by the City. 4 . Nothing has come to my attention in the course of my engagement as special counsel to the City which causes me to believe that the information contained in the . Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5 . The Certificates constitute exempt securities under Section 3 (a) (2) of the Securities Act of 1933 , as amended, and the offering, sale and delivery thereof do not require registration of the certificates thereunder nor qualification of the Trust Agreement under the Trust Indenture Act of 1939 , as amended. Very truly yours , / 1 Robert M. Haight, Esq. ...=.ter..--.-.�.r."- ..T.�:. . ._.: _ _ .. ..: -.. .. .... ..---. ....... ... ... ... ... .. .. ...... T. f \ ROBERT M. HAIGHT ATTORNEY AT LAW 4740 SCOTTS VALLEY DRIVE,SUITE A SCOTTS VALLEY,CALIFORNIA 95066 (408) 438-6610- December 31 , 1985 City of Dublin 6500 Dublin Blvd. Dublin, California 94568 First California Regional Securities , Inc. 444 Market Street San Francisco, California 94111 -- $11 , 968 ,000 City of Dublin Certificates of Participation (Dublin Public Facilities Project No. 1) Ladies and Gentlemen: As special counsel to Dublin Information, Inc. , a California nonprofit public benefit corporation (the "Company") , I have represented the Company in connection with the Company' s issuance of Certificates of Participation (the "Certificates") in the aggregate principal amount of $11 , 968 ,000 which evidence the proportionate ownership interest of the holder thereof in payments to be made by the City -of Dublin, California (the "City") as the rental for certain land and facilities pursuant to a Lease Agreement dated as of December 18 , 1985 between the Company as lessor and the City as lessee (the "Lease Agreement") . In that connection, I have examined originals, or copies certified. or otherwise identified to my satisfaction, of such documents, records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including (i) the Agreement of Purchase dated as of December 18 , 1985 (the "Agreement of Purchase") , by and among the City, First California Regional Securities, Inc. (the "Underwriter") and 'the Company, (ii) the Trust Agreement dated as of December 18 , 1985 (the "Trust Agreement") , by and between the City and the Company as trustee (the '.'Trustee") , (iii) the Preliminary and Final Official Statement of the City dated as of December 18 , 1985 (the "Official Statement") , (iv) the Lease Agreement, (v) the Agency Agreement dated as of December 18 , 1985 (the "Agency Agreement") , by and between the City and the Company, (vi) the Articles of Incorporation and By-laws of the Company, and (vii) the certificates and counsel opinions executed and delivered in connection with the sale of the Certificates. This opinion is delivered to you pursuant to the Agreement of Purchase. Terms used and not defined herein have the meanings set forth in the Agreement of Purchase. 4 City of Dublin First California Regional Securities, Inc. December 3A , 1985 Page 2 Based upon the foregoing and upon consideration of applicable law, I am of the opinion that: 1 . The Company is a nonprofit public benefit corporation duly incorporated, validly existing and in good standing under the laws of the State of California, with power to own its properties and carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned by it or the nature of the business conducted by it makes such qualification necessary. 2 . The execution, delivery and performance of the Agreement of Purchase, the Lease Agreement, the Trust Agreement and the Agency Agreement have been duly authorized by all necessary action on the part of the Company. The Agreement of Purchase, the Lease Agreement, the Trust Agreement and the Agency Agreement have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except as rights of indemnity under the Agreement of Purchase may be limited by principles of public policy and except insofar as enforcement of such agreements may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the rights of creditors generally, by the application of usual equitable principles where equitable remedies are sought and by limitations which may be imposed upon the availability to creditors , including secured creditors, of certain remedies or the waiver or exercise of certain rights, including, without limitation, specific performance or enforcement. 3 . To the best - of my knowledge after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against the Company or of which its property is the subject, wherein an unfavorable decision, ruling or finding would (i) materially adversely affect the transactions contemplated by the Agreement of Purchase, the Lease Agreement, the Agency Agreement or the Trust Agreement or the business, properties, assets, operations or condition (financial or otherwise) of the Company, or (ii) adversely affect the validity or enforceability of the Certificates, the Agreement of Purchase, the Lease Agreement, the Agency Agreement or the Trust Agreement or any agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by the Agreement of Purchase. To the best of my knowledge after due inquiry, the Company is not in default with respect to any Order of any court, Governmental Authority or tribunal. w City of Dublin First California Regional Securities, Inc. December 31 , 1985 Page 3 4 . To the best of my knowledge after due inquiry, the Company is not a party to any contract or agreement or subject to any charter, bylaw or other corporate restriction which materially adversely affects its business , property, assets, operations or condition (financial or otherwise) . Neither the execution or delivery of the Agreement of Purchase , the Lease Agreement, Trust Agreement or the Agency Agreement nor the consummation of the transactions contemplated thereby, nor the fulfillment of compliance with the terms and provisions thereof, will conflict with, or result in a breach of, any of the terms , conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company pursuant to, the charter or bylaws of the Company, the provisions of any restriction or any other agreement or instrument, known to us after due inquiry, to which the Company is a party or by which it is bound, or any award of any arbitrator, Order, statute, law, rule or regulation, known to us after due inquiry, by which the Company or any of its properties may be bound or affected. 5 . No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of the Company, not obtained prior to the Closing Date (other than the due recording of the Lease Agreement and except as may be required by securities or blue sky laws of any jurisdiction) is required in connection with the execution and delivery of the Agreement of Purchase, the Lease Agreement, the Trust Agreement and the Agency Agreement, the offer, issue, sale or delivery of the Certificates or fulfillment of or compliance with the terms and provisions of the Agreement of Purchase, the Lease Agreement, the Certificates , the Trust Agreement or the Agency Agreement. On the basis of my participation in the preparation of the Official Statement, including Appendix A and B thereto, I have no. reason to believe that the Official Statement contains any untrue statements of a material fact or omits to state material facts required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading (except that I express no view as to the financial statements and schedules included therein) . Very truly yours , Robert M. Haight, Esq. ` T ROBERT M. HAIGHT ATTORNEY AT LAW. 4740 SCOTTS VALLEY DRIVE,SUITE A SCOTTS VALLEY,CALIFORNIA 95066 14081 438-6610 December 3 1985 City of Dublin 6500 Dublin Blvd. Dublin, California 94568 First California Regional Securities, Inc. 444 Market Street San Francisco, California 94111 $11 , 968 , 000 City of Dublin Certificates of Participation (Public Facilities Project No. 1) Ladies and Gentlemen: I hereby certify that I have examined the record of proceedings of the City of Dublin, California (the "City") pertaining to the issuance of Certificate's of Participation (the "Certificates") , by Dublin Information, Inc. , a California nonprofit corporation (the "Company") , in the aggregate principal amount of $11 , 968 ,000 , for the purpose of financing the acquisition and improvement of the Dublin Civic Center Complex and Related Facility located in the City of Dublin (the "Project") . The Certificates are issued under a Trust Agreement dated as of December 18 , 1985 (the "Trust Agreement") , between the City and the Company, as Trustee (the "Trustee") . The Citv has entered into a Lease Agreement (the Lease Agreement") with the Company dated as of December 18 , 1985 , pursuant to which the City will lease the Project from the Company and make lease payments to the Company sufficient to pay the principal of, premium (if any) and interest on the Certificates . Neither the faith and credit nor the taxing power of the City of Dublin or the State of California or any political subdivision thereof is pledged to the payment of the principal of or interest on the Certificates. As used in this opinion, the term "Proceedings" means Ordinance . No. 34-SV and Resolution Nos. iZ= and t-�4_1S, all as adopted by the City' s City Council pursuant to Government Code 54240 (the "Law") . Based upon the foregoing and upon consideration of applicable law, I am of the opinion that: 1 . The City is a municipal corporation in the State of California duly organized and existing under the laws and the Constitution of the State of California. City of 'Dublin First California Regional Securities, Inc. December 3_, 1985 Page 2 2. The City has full power and authority under the Constitution and laws of the State of California to ' undertake the financing of the Project, to adopt the Proceedings , to enter into the Trust Agreement, the Lease Agreement, the Agency Agreement dated as of December 18, 1985 between the City and the Company (the "Agency Agreement") , and the Agreement of Purchase dated as of December 18 , 1985 (the "Agreement of Purchase") , among the City, First California Regional Securities , Inc. and the Company, and to perform its obligations thereunder and to take all actions in carrying out and consummating the transactions contemplated thereby and by the Preliminary and Final Official Statement dated as of December 18 , 1985 (the "Official Statement") , prepared in connection with the sale of the Certificates , and has taken all actions and obtained all consents and approvals required of it in connection therewith by applicable law. 3 . The City has duly adopted the Proceedings and has duly authorized the execution and delivery of the Lease Agreement, the Trust Agreement, the Agreement of Purchase, the Agency Agreement and the Official Statement, and all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby. 4 . The Trust Agreement, the Lease Agreement, the Agency Agreement and the Agreement of Purchase have been duly and legally authorized, executed and delivered by the City and constitute valid, legal and binding obligations of the City enforceable against the City in accordance with their terms, except as such enforceability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors ' remedies generally or the application of equitable principles when equitable remedies are sought or the limitations on remedies available against public entities . 5 . The sale and issuance of the Certificates does not violate any limitation imposed by the Constitution or the laws of the State of California on the incurring of indebtedness by the City. 6 . Interest on the Certificates is exempt from present federal income taxes under existing laws, rulings, regulations and decisions, except for interest on any Certificate for any period during which it is held by a person who is a "substantial User" of the Project or by a "related person" within the meaning of Section 103 (b) of the Internal Revenue Code of 1954 , as amended (the "Code") . Interest on the Certificates is also exempt from California income taxes. ,y • City of Dublin First California Regional Securities, Inc. December 31 , 1985 Page 3 7. The Certificates are not "arbitrage bonds" within the meaning of Section 103 (c) of the Code. I have examined the form and execution of Certificate No. 1 , as authenticated by the Trustee, and such form, execution and authentication are correct and proper. Very truly yours, Robert M. Haight, Esq. ROBERT M. HAICHT ATTORNEY AT LAW 4740 SCOTTS VALLEY DRIVE,SUITE A SCOTTS VALLEY,CALIFORNIA 95066 1408) 438-6610 December)l 1985 $11,968,000 CITY OF DUBLIN 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) City of D ublin 6500 Dublin Blvd. Dublin, California 94566 First California Regional Securities, Inc. 444 Market.Street San Francisco, California 94104 OPINION RE NO ARBITRAGE Gentlemen: I have examined (1) Resolution No. _134-esof the City of Dublin (the "City") entitled "Resolution of the City of Dublin, California, Approving the Issuance By The City of Dublin Of Its 1985 Certificates of Participation (Public Facilities Project No. 1) and The Execution Of Certain Documents And Approving Terms Thereof, adopted by the City Council on December 18, 1985, (2) the Trust Agreement; (3) a No Arbitrage Certificate executed by the City Manager which is of even date herewith (the "Certificate") , and (4) such other documents and records as I deemed appropriate under the circumstances. I have also examined the Internal Revenue Code of 1954, as amended (the "Code") , and the regulations presently in effect and proposed thereunder, including particularly Section 103 (c) of the Code and United States Treasury Regulations Sections 1.103-13, 1.103-14 and 1.103-15. Based upon my examination of the Trust Agreement, and other documents and applicable laws as . described above, and such other matters as I deem necessary to enable me to render this opinion, I am of the opinion that the facts and estimates set forth in the Cerdficate are sufficient as set forth therein to satisfy the criteria necessary under Section 103 (c) of the Code and United States Treasury Regulations Sections 1.103-13, 1.103-14 and 1.103-15. No matters have come to my attention that makes unreasonable or incorrect the representations made in said Certificate. I am further of the opinion, based on my reliance upon the foregoing documents, that the Certificates in the total principal amount of $11,968,000 are not arbitrage bonds within the meaning of Section 103 (c) of the Code and the above mentioned Regulations. Respectfully submitted, Robert M. Haight $11,968,000 CITY OF DUBLIN, CALIFORNIA' 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO'. 1) TREASURER'S RECEIPT The undersigned, as Treasurer of the City of Dublin (the "City") , hereby certifies that on the date of this receipt he received from the Purchasers thereof, through Dublin Information, Inc. , as Trustee, the "Purchase Price" of the $11,968,000 City of Dublin, California, 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") . Said Certificates are 2394 in number, numbered R-1 to R-2394 inclusive, of the delnomination of $5,000 each, are dated as of December 18, 1985, bear interest payable commencing August 1, 1986, and semiannually thereafter on February 1 ,and August 1 'until the I respective maturity dates of the Certificates and maturing on the dates and in the principal amounts and bearing the rates of interest as set forth below: Principal Interest Year Amount Rate 1987 $173, 000 j 6. 75 1988 $180, 000 7. 25 1989 $195 , 000 7. 50 1990 $205, 000 7. 75 1991 $225 , 000 8. 00 1992 $240, 000 8. 20 1993 $260, 000 8. 40 1994 $280 , 000 8. 60 1995 $305,000 8 . 80 1996 $335 , 000 9. 00 1997 $365, 000 9. 00 1998 $3951, 000 9. 00 1999 $430, 000 9. 00 2010 $8 , 380, 000 9. 25 I i Said Purchase Price was computed as follows: Principal Amount $11,968,000 Discount $ (394,944) Accrued Interest $ 38 , 9 30. 6 8 Total Certificate Proceeds $ 11 , 611 , 986 - 68 Received by Treasurer from Purchasers through Trustee Disposition of Total Certificate Proceeds: Deposit in the Trust Fund $ 0 Deposit in the Construction Account $ 11 ,573, 056 Deposit in the Lease 38 , 930- 68 Payment Account $ TOTAL: $ 11 , 611 ,986. 68 The Certificates were issued as Fully Registered Certificates. DATED: December3( 1985 Treasurer of the City of D ublin $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) TRUSTEE'S RECEIPT Received by Dublin Information, Inc. , as Lessor-Trustee for the City of Dublin (The "City") , regarding the $11,968,000 City of Dublin, California, 1985 Certificates of Participation (Public Facilities Project No. 1) (the "Certificates") , Principal Amount $11,968,000.00 . 11,968,000.00 of Certificates Accrued Interest $38, 930. 68 Discount: 3.3 % ($ 394, 944 ) Total Amount to be paid by Purchaser upon Closing: $ 11 , 611, 986. 68 This sum is to be distributed in accordance with the Trust Agreement, as follows: Disposition of Total Net Certificate Proceeds Deposit in the Construction Account $ 11 ,573, 056 Deposit in the Lease Payment Account $ 38 , 930. 68 TOTAL: $ 11, 611 ,986. 68 DATED: December3l , 1985 DUBLIN INFORMATION, INC. , AS LESSOR-TRUSTEE BY � $11,968,000 CITY OF DUBLIN, CALIFORNIA 1985 CERTIFICATES OF PARTICIPATION (PUBLIC FACILITIES PROJECT NO. 1) PURCHASER'S RECEIPT The undersigned, Purchasers of the $11,968,000 City of Dublin, California Certificates of Participation (Public . FacEitaes Project No. 1) (the "Certificates") , HEREBY CERTIFY that, on the date of this receipt, the Purchasers received from Dublin Information, Inc. , as Lessor-Trustee, Certificates in the amount of $11,968,000 in fully registered form. Said Certificates of the denomination of $5,000 each and any authorized integral number thereof, are dated as of December 18, 1985, bear interest payable commencing August 1, 1986, and semiannually on each February 1 and August 1 thereafter until the respective maturity dates of the Certificates and maturing on the dates and in the principal amounts and bearing the rags of interest as set forth below: Pupa- Interest Year Amount Rats 1987 $173 , 000 6. 75 1988 $180 , 000 7. 25 1989 $195 , 000 7. 50 1990 $205, 000 7. 75 1991 $225, 000 8. 00 1992 $240, 000 8. 20 1993 $260, 000 8. 40 1994 $280 , 000 8. 60 1995 $305, 000 8. 80 1996 $335, 000 9. 00 1997 $365 , 000 9. 00 1998 $395, 000 9. 00 1999 $430, 000 9. 00 2010 $8, 3801*000 9. 25 DATED: December3 �, 1985 "PURCHASER" FIRST CAL FORNIA IONAL�SECURITIES, INC By: Title: -2- EIVED MICHAEL R. NAVE ATTORNEY AT LAW i � JAN G , .,.�:� 1220 HOWARD AVENUE. SUITE 250 , BURLINGAME. CALIFORNIA / ! �: IiAi�I?vG:pboRESs 94010-4211 C:y �• . P. o. Box zoe (41$) 348-7130 BURLINGAME. CA 94011.0208 December 18, 1985 First California Regional Securities , Inc. 444 Market Street, 8th Floor San Francisco, CA 94111 $11,968,000 City of Dublin Certificates of Participation (Dublin Public Facilities Project No 1 ) Ladies and Gentlemen: In my capacity as City Attorney of the City of Dublin, California, I have acted as counsel to the City of Dublin (the "City") in connection with the issuance by Dublin Information, Inc. , a California nonprofit corporation (the "Company" ) , of its Certificates of Participation (the "Certificates" ) in the aggregate principle amount of $11,968,000. I have examined originals , or copies , certified or otherwise identified ' to my satisfaction, of such documents , .records and other instruments as I have deemed necessary or appropriate for the purposes of this opinion, including (i) the Agreement of Purchase (the "Agreement of Purchase" ) dated as of December 18, 1985, by and among the City, First California Regional Securities, Inc. , as underwriter , and the Company; (ii) the Trust Agreement dated as of December 18, 1985 (the "Trust Agreement") , by and between the City and the Company, as trustee (the "Trustee" ) ; (iii) the Lease Agreement (the "Lease Agreement") dated as of December 18, 1985, by and between the City as lessee and the Company as lessor; (iv) the Agency Agreement (the "Agency Agreement") dated as of December 18, 1985, by and between the City and the Company (the foregoing "Documents" ) ; (v) the Preliminary and Final Official Statement of the City pertaining to the Certifi- cates , dated as of December 18, 1985 (the "Official Statement") ; (vi) the City's Ordinance No. 34-85 and Resolution Nos. 132-85 and 133-85 (collectively, the "Proceedings" ) ; (vii) the Constitution of the State of California; (viii) the various certificates and counsel opinions executed and delivered in connection with the sale of the Certificates. Based upon the foregoing and upon consideration of applicable law, I am of the opinion as follows: .-.--...ws ...'.. .......•...-r::ti:•' }S..,Raa..+�:..of'f �:a ,Ras}.. `fin,, ..x. '1.. .:::.' •3'F ...vw.Y ..'Irvay.. ,ry.• !i4.J`:5:+, S . flib.., ... 'n`!l a _.Gai.�'.Jw:'.�+'.`.6:Cbia:Mrti:.st..'s.e ... tJ..1....'aL1d1�.L:r..'".+r.F+�s.'r.._�W.v.4Y.a\�i7av:itinu.Y �1`kr G r,.�.rac.a._:ra3.£.:._'t_at�s'Sz�x::.::at...:✓.,aw:a::i..e.,_��. ...�:.::. '.:' . First California Regional - Securities , Inc. December •18, 1985 Page 2 1. The 'City is a municipal corporation duly organized and existing under the Constitution and laws of the -State of California. 2. The City has full power and authority under the Constitution and laws of the State of California to undertake the transactions contemplated by the Operative Documents, to adopt the Proceedings , to enter into the Operative Documents and to perform its obligations thereunder , and to take all actions in carrying out and consummating the transactions contemplated thereby and by the Official Statement , and has taken all proceedings and obtained all consents and approvals required in connection therewith or by applicable law. 3. The Proceedings have been duly adopted by the City in accordance with all requirements of California law and all procedural rules of the City and are in full force and effect on the date hereof, and the officals of the City listed on the incumbency certificate of the City delivered on the date hereof have been duly appointed and are qualified to serve as such. 4. The City has duly authorized, executed and delivered the Operative Documents , authorized the issuance and sale of the Certificates , taken all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby, and the making and performance of each such agreement , the taking of all actions in carrying out and consummating the transactions contemplated thereby and by the Official Statement , and the issuance and sale of the Certificates do not conflict with, violate or result in a breach of or constitute a default under any indenture, agreement or other instrument by which the City or any of its properties may be bound or any constitutional or statutory provisions or order, rule, regulation, decree or ordinance of any federal or state court, government or governmental body having jurisdiction over the City or any of its property and by which the City or any of its property may be bound or to which they may be subject. 5. The Operative Documents constitute valid, legal and binding obligations of the City enforceable against the City in accordance with their respective terms , except as such enforceability may be limited by reasons of bankruptcy, insolvency, reorganization or other laws affecting creditors' remedies generally or the application of equitable principles when equitable remedies are sought or G.n1.ri.'..i.rws..s�::i.•n y.:..n...._:..::i:w:.:•sai.L�.+iLl+!•�aax.8.lvaY:..a:ra.r. —•xui�.t.:.,.n:__..�.ti>,..,:;eiassaaa.ru:._:.�.a�!•.+:.._._.: .;:,... .... .._.ir.._S3._..:.__.... ..___,_'__. .._ _.._..._ _. First. California Regional Securities , Inc. December 18, 1985 Page 3 the limitations on remedies available against public entities. 6. The City has duly approved the official Statement and has authorized its execution, delivery and distribution in connection with the sale of the Certificates. The Official Statement has been duly executed and delivered by the City. 7. To the best of my knowledge after due inquiry, except as may be stated in the Official Statement , there is no litigation, proceeding or investigation before or by any court , public board or body pending or threatened against or affecting the City challenging the validity of, or in which an unfavorable decision , ruling or finding would adversely affect, the Proceedings , the Operative Documents , any of the transactions contemplated by such instruments and the Official Statement or the performance by the City of any of its obligations thereunder , or the construction or operation of the Project (as that term is defined in the Trust Agreement) . 8. Nothing has come to my attention that causes me to believe that the information contained in the Official Statement is not true and correct or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements in the Official Statement , in light of the circumstances under which they were made, not misleading. 'Very truly yours , MICHAEL R. NAVE Dublin City Attorney MRN: jaa i i I I i December 28, 1985 Standard & Poor's Corporation Attn: Sally Rutherford Assistant Vice President Municipal Finance 25 Broadway, 21st Floor New York, NY 10004 Re: City of Dublin, CA; $11,968, 000 Certificates of Participation Gentlemen: You are advised that the City of Dublin shall cause to be established two reserve funds: 1) An amount of $1, 300, 000 in the Reserve Account pursuant to Section 4. 04 (a) of the Trust Agreement. 2) An amount of $1,800, 000 in the prepaid Debt Service Fund pursuant to Section 4 . 04 (b) of the Trust Agreement. It is reasonably anticipated that completion of construction will occur on May 1, 1988 and the City has prepaid such principal and interest attributable to the construction that would accrue until November 1, 1988, which would provide sufficient time for unanticipated delays. The City of Dublin, California By Richard C. Ambros City Manager :f TEMPORARY d CERTIFICATE OF PARTICIPATION TEMPORARY (PUBLIC FACILITIES PROJECT NO. 1) TEMPORARY Evidencing a Proportionate Interest of the Holder ij Hereof in Lease Payments to be Made Number by the $11,968,000.00 1 CITY OF DUBLIN., CALIFORNIA Pursuant to a Lease Agreement with Dublin Information, Inc. INTEREST RATE MATURITY DATE DATED AS OF CUSIP See Attached See Attached DECEMBER 18, 1985 To Come THIS IS TO CERTIFY THAT: ' FINANCIAL CLEARING & SERVICES CORP A/C FIRST CALIFORNIA REGIONAL SECURITIES, INC. i is the registered Owner of this Temporary Certificate of Participation evidencing an undivided proportionate interest in the right to receive certain Lease Payments under, and as defined in, that certain Lease Agreement Relating to Public Facilities Project No. 1 by and between Dublin Information, Inc. (the "Lessor") , and the City of Dublin, a municipal corporation of the State of California organized and operating pursuant to the Constitution and laws of the State of California (the "City") , dated as of December 18, 1985 (the "Lease Agreement") . The Owner of this Certificate is entitled to receive, subject to the terms of the Lease Agreement, upon the surrender of this Certificate to the Trustee, the sum shown on Exhibit "A" payable on the maturity date set forth in Exhibit "A" (the "Certificate Payment Date") representing a portion of the Lease Payments designated as principal coming due with respect to the Certificate Payment Date, and the Owner of record of this Certificate as of the close of business of the fifteenth (15th) day of the month next preceding an interest Payment Date is entitled to receive interest payable on August 1, 1986, and semiannually thereafter on the first day of February and the first day of August of each year to and including the Certif- icate Payment Date or the date of redemption, whichever is earlier, the Owner's proportionate share of the Lease Payments designated as interest coming due with respect to each of said dates. Said proportionate share is the result of the multipl- :i ,'i ication of the aforesaid protion of the Lease Payment designated as principal coming due on the Certificate Payment Date.by the rate per annum set forth above. Said amounts representing principal and interest are payable in lawful money of the United' States of America, which at the time of payment is legal tender.-for the payment of public and private debts, by check or draft of the Trustee-mailed to the address as shown as of the aforesaid record date in the Certificate Register maintained by the .Trustee. The obligation of the City under the Lease Agreement does not constitute a debt of the City, .of the State of California or .any other political subdivsion of the State nor a pledge of the faith and credit of the City. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the constitution-and statutes of the State of California and the Trust Agreement to exist, to have happened ana. to have been performed precedent : to and in the delivery of this Certificate, exist, to have happened and have been performed .in due time, form and manner, i as required by law. IN WITNESS WHEREOF, this Temporary Certificate has been executed by theft►anual signature of the Trustee and dated as of the date set forth above. REGISTRATION, TRANSFER AND PAYING AGENT: DUBLIN INFORMATION, INC. Pacific Trust Company as Trustee 1245 South Winchester Elvd. , San Jose, CA 95128 Dy: uthor.iz�d n . i.rer t ' CERTIFICATE This Certificate is issued pursuant to Section 4. 3 of the Agreement of Purchase dated as of December 18, 1985 among the City of Dublin, California (the "City") , Dublin Information, Inc. (the "Company") and First California Regional securities, Inc. (the "Agreement") . The City hereby certifies (i) that all representations and warranties contained in Section 2 .2 of the Agreement are true and correct in all material respects as of December 31, 1985 and (ii) that all of the conditions and agreements required in the Agreement to be satisfied or performed by the City on or before December 31, 1985 have been satisfied or performed in the manner and with the effect contemplated in the Agreement. City of Dublin, California By Richard C. Ambrose City Manager CERTIFICATE This Certificate is issued pursuant to Section 4 .4 of the Agreement of Purchase dated as of December 18, 1985 among the City of Dublin, California, Dublin Information, Inc. (the "Company") and First California Regional Securities, Inc. (the "Agreement") . The Company hereby certifies that: (i) all representations and warranties contained in Section 2 . 3 of* the Agreement are true and correct in all material respects as of December 31, 1985; (ii) all of the conditions and agreements required in the Agreement to be satisfied or performed by the Company on or before December 27, 1985 have been satisfied or performed in the manner and with the effect contemplated in " the Agreement; (iii) there is no action or proceeding pending or, to the knowledge of the Company, threatened, the aim of which is the dissolution or liquidation of the Company; and (iv) there has been no material or adverse change in the business, properties, assets, operations or condition (financial or otherwise) of the Company. Dublin Information, Inc. By 14 C. C - Richard C. Ambrose Secretary