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Home My WebLink AboutMINUTES - 08052003 - C.144 TO: BOARD OF SUPERVISORSCONTRA FROM: John Sweeten, County Administrator _'" COSTA 114COUNTY DATE: August 5, 2003 SUBJECT: 2003 Series A Lease Revenue Bond SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATION(S): 1. ADOPT a Resolution ratifying the sale of$18,500,0001 of Contra Costa County Public Financing Authority(the "CCCPFA"), Lease Revenue Bonds, 2003 Series A (the "Bonds") and authorizing the execution of documents, including an Assignment and Assumption of Lease by the County of the property at 1034 Oak Grove Road, Concord, to the CCCPFA. 2. As the Governing Board of the CCCPFA, ADOPT" a Resolution ratifying the sale of Bonds, authorizing the execution of documents, including an Assignment and Assumption of Lease of the property at 1034 Oak Grove Road, Concord, authorizing the exercise of the option to purchase the property at 1034 Oak Grove Road, Concord, authorizing the execution of a Lease Termination Agreement of the same property, and authorizing the acceptance and recordation of grant deed for this property. 3. APPROVE and AUTHORIZE the General Services Director, or designee, to execute the First Amendment of the Sublease with Seneca Center, Inc., for use of 1034 Oak Grove Road, Concord, reflecting the decreased rental payments due to the savings from the refinancing. 4. FIND that the financing leases affected by the resolutions above and the amended sublease with Seneca Center, Inc. will not have a significant effect on the environment, and that they have been determined to be exempt from the California Environmental Quality Act under CEQA guidelines Article 5, Section 15061(b)(3). The Board DIRECTS the Director of Community Development to arrange for payment of the $25.010 fee to the County Clerk for filing and a $25.00 fee to Community Development for processing of the Notice of Exemption. CONTINUED ON ATTACHMENT: _X_YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR_REMMMtNDATlON OF BOARD COMMITTEE APPROVE OTHER SIGNATURES): ACTION OF BOARD ON A= 51 2003 APPROVED AS RECOMMENDED_�L OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS(ABSENT NONE TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ABSENT: ABSTAIN: ON MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Laura Lockwood,335-1493 ATTESTED Ag 1 TST 5,2Da3 JOHN SWEETEN,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR CC: CAO,Capital Facilities and Debt Management General Services,Capital Project Management County Counsel Community Development BY �'"� DEPUTY FINANCIAL IMPACT: The CCCPFA Lease Revenue Bonds, 2003 Series A were sold on a competitive basis on July 30, 2003 at all- in interest cost of 4.60%. The costs associated with each of the projects financed through this bond issue is summarized in the table below: Average Source of Project Annual Debt Funds to Annual Project Dept. Cost Service Term Repay Bonds NCD West County Animal Animal $ 1.9 M $ 142,000 25 Years Operational None Shelter Services Savings Discovery House Health 3.5 M 375,000 13 Years Prop 36 Funds None Services Emergency Various 4.7 M 730,000 5-10 Years User Charges None Communications Adolescent Residential Health 3.5 M 252,000 25 Years Rent from None Treatment Facility Services Operator 1220 Morello Purchase General 2.7 M 200,000 25 Years Rent Savings None Option Services Brentwood One-Stop EHSD 1.2 M 120,000 15 Years State and None Center I Federal Funds Total 1 $ 17.6 All $ 1 819 QQt3 . $0 The following table shows the overall sources and uses of bond proceeds from this transaction: Sources: Bond Proceeds: $ 18,500,000 Uses: Project Fund Draws: $ 17,560,000 Capitalized Interest: 396,400 Cost of Issuance: 203,600 Underwriter's Discount: 185,000 Reserve Fund Surety: 35,000 Bond Insurance: 120 000 Total: $ 18,500,000 Capitalized interest will be used to make debt service payments for various projects during construction prior to the time the County has beneficial use of the facilities. BACKGRt7UNDfREASON SN{ ) FOR RECOMMENDATION(S): Can July 8, 2003, the Board of Supervisors authorized the sale of Lease Revenue Bonds, 2003 Series A, in an amount not to exceed $20 million. The following is a summary of the projects to be funded with the 2003 Series A Bonds: West County Animal Shelter: The West County Animal Shelter, located at 790 San Pablo Ave., Pinole, will provide a range of animal services to Western Contra Costa County, including pet adoption, lost pet recovery and sale of animal licenses. The Board of Supervisors approved the construction contract for this project on July 9, 2002, and the project is now nearing completion. Debt service on the bonds sold for this project will be offset by decreased staffing coasts resulting from operational efficiencies at this new, downsized facility. Discovery House. The new Discovery House will be a 40-bed residential substance abuse treatment facility for adult men located at 4645 Pacheco Blvd. It will replace the current Discovery House facility on the adjacent property, which is dilapidated and substandard for a facility of its type. The Board of Supervisors approved plans and specifications for the new Discovery House facility on May 6, 2003. The General Services Department anticipates recommending a contract award for the project this summer. Operating costs associated with the lease for this project will be made from Proposition 36 funds. Emergency Communications improvements: Can May 13, 2003, the Board of Supervisors approved a plan for upgrading the County's emergency communications system to improve the capacity, coverage and clarity of information transmitted over this system by emergency services personnel. The improvements financed with these bond proceeds will allow for reliable functioning the current system until a new system utilizing 700 MHZ or other state-of-the-art technology can be implemented. Debt service for this project will be funded from charges to users of the system. Adolescent Residential Treatment Facility: The County currently leases property at 1034 Oak grove, Concord, which it in turn subleases to Seneca Center, Inc., to operate an adolescent residential treatment facility for emotionally disturbed youth. The property was acquired by Transamerica and improved for this purpose through a private placement lease financing agreement with the County. Sale of the 2003 bonds will allow for the refunding and restructuring of the existing lease on this facility, resulting in a decrease in average annual rent from $310,000 to an estimated $252,000 per year. These annual savings will be passed on to the sub lessee, Seneca Center, Inc. General Services Administration Buildings The County has leased the 15,000 square foot office building at 1220 Morello Ave., Martinez, since 1989. In recent years, the building has served as the administrative head quarters for the General Services Department. On July 22, 2003 the Board of Supervisors approved the exercise of the County's purchase option for the building under the current lease. Bond proceeds will allow the County to fund the $2.65 M purchase price for the building. Exercise of the purchase option will result in immediate savings to the County, as annual debt service on the bonds will be less than current annual rent; over the remaining 6 years of the current lease, the purchase of 1220 Morello Ave. will save the County approximately$230,000. Brentwood Employment One-Stop Center: Bond proceeds will finance the installation of a new 4,000 square foot modular building to house an Employment One-Stop Center for the Employment and Human Services Department. The facility will be located on grounds leased from the Liberty Union High School District on the Brentwood Adult School campus. This facility will replace two classrooms the County currently leases on an interim basis from the Adult School. Lease payments on this modular will be paid with federal Workforce Investment Act(WIA)funds. Assignment-of Leasehold Interest for 9034 Oak Grove, Concord Subsequent to the July 8, 2003, authorization by the Board of Supervisors to sell the bonds, bond counsel determined that to successfully effectuate the refinancing of the costs of the Adolescent Residential Treatment Facility, the County's current purchase option for the 1034 Oak Grove facility needed to be assigned to the CCCPFA. The resolutions before the Board today authorize the transfer of this purchase option to the CCCPFA at the bond closing scheduled for August 14, 2003. The CCCPFA will use proceeds from the bond sale to execute this purchase option. The CCCPFA will then lease the facility to the County through 2028, at which time the bonds will be retired. As stated above, the County currently leases 1034 Oak Grove from Transamerica through a private placement financing agreement and then subleases the facility to Seneca. Center, Inc., which operates an Adolescent Residential Treatment Facility under contract with the Health Services Department. The proposed amendment to the sublease reflects the lower rental costs associated with the new debt service on the facility. BOARD OF DIRECTORS OF THE COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 2003/498 RESOLUTION AUTHORIZING AND RATIFYING THE ISSUANCE AND SALE OF COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A; AUTHORIZING AND CONFIRMING THE FORMS AND THE EXECUTION OF A FIFTH SUPPLEMENTAL TRUST AGREEMENT, A FIFTH AMENDMENT TO FACILITY LEASE, A FIFTH AMENDMENT MASTER SITE LEASE, AN ASSIGNMENT AND ASSUMPTION OF LEASE, A LEASE TERMINATION AGREEMENT AND AN ACCEPTANCE OF GRANT DEED AND AUTHORIZING THE RECORDATION THEREOF; RATIFYING AND CONFIRMING THE SALE OF THE BONDS; AND APPROVING ALL ACTIONS TAKEN IN CONNECTION THEREWITH. WHEREAS, this Board of Directors (this "Board") of the County of Contra Costa Public Financing Authority (the "Authority") by Resolution No. 2003/428 adopted July 8, 2003, has authorized the issuance and sale of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A (the "Bonds") in order to finance and refinance various capital projects for the County of Contra Costa (the"County") and to pay the costs of issuing the Bonds; WHEREAS, the County has previously entered into a Facility Lease with purchase option, dated as of March 1, 2000, as amended and supplemented by the First Amendment to Facility Lease, dated as of January 15, 2002 (the "Oak Grove Lease"), with Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation, as lessor ("Transamerica") pursuant to which the County leases certain real property located at 1034 Oak Grove Road, Concord, California(the"Oak Grove Property"); WHEREAS, the County proposes to assign the Oak Grove Lease with purchase option to the Authority for the purpose of facilitating the refinancing of the Oak Grove Property with a portion of the Bond proceeds; WHEREAS, the Authority will exercise the option to purchase the Oak Grove Property and accept a deed of the Oak Grove Property from Transamerica; WHEREAS, the bonds were sold by the Authority pursuant to public bids received July 30, 2003; WHEREAS, there has been presented to this meeting a report of the sale of the Bonds; DOCSSF 1:694959.3 WHEREAS, this Board desires to ratify the sale of the Bonds and authorize and confirm the issuance of the Bonds and the execution of the following documents: 1. Fifth Supplemental Trust Agreement, dated as of July 1, 2003 (the "Fifth Supplemental Trust Agreement"), by and among U.S. Bank Trust National Association, as trustee(the"Trustee")and the Authority; 2. Fifth Amendment to Master Site Lease, dated as of July 1, 2003 (the "Fifth Amendment to Site Lease"),by and between the County and the Authority; 3. Fifth Amendment to Facility Lease, dated as of July 1, 2003 (the "Fifth Amendment to Facility Lease"),by and between the Authority and the County; 4. Assignment and Assumption of Lease (the "Assignment"), by and between the County and the Authority; and 5. Lease Termination Agreement and Grant Deed and Acceptance (collectively, the"Oak Grove Acceptance"); WHEREAS, this Board has been presented with forms of each document referred to above, and this Board has examined and approved the form of each such document and desires to ratify the sale and authorize and confirm the issuance of not to exceed $20,000,000 aggregate principal amount of the Bonds and the execution of such documents in substantially such forms and the consummation of such financing, and WHEREAS, the Authority has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions described herein; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the County of Contra Costa Public Financing Authority, as follows: Section 1. The foregoing recitals are true and correct. Section 2. The issuance and sale of the Bonds and the terms of the Bonds are hereby authorized, ratified and confirmed. Section 3. The execution and delivery of the Trust Agreement, the Site Lease, the Facility Lease, the Assignment and the Oak Grove Acceptance, each in substantially the form presented to this Board with such changes therein as may be approved or required by the officer of the Authority executing such documents, such approval to be conclusively evidenced by the execution and delivery thereof, are hereby authorized and confirmed. Section 4. All actions taken or to be taken by the officers and agents of the Authority with respect to the issuance and sale of the Bonds are hereby authorized, ratified and confirmed and the officers are further authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the DOCSSFl:694959.3 2 terms and intent of this Resolution, including, but not limited to, execrating and delivering documents related to the sale of the bonds, and the acceptance of the Oak Grove Property and the recording of the documents related thereto. DOCSSF 7:694959.3 3 Section 5. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED this 5th day of August, 2003. fi Chairman of the Board of Directors County of Contra Costa Public Financing Authority [Seal] ATTEST: s, r` By Deputy Clerk DOCSSF I:694959.3 4 CLERK'S CERTIFICATE The undersigned, Deputy Clerk of the Board of Directors of the County of Contra Costa Public Financing Authority,hereby certifies as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Directors of said Authority duly and regularly held at the regular meeting place thereof on the 5th day ofAt21sT , 2003, of which meeting all of the members of said Board of Directors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: sUPwisms GioiA, uulca A, mmmmG, amm AMID DesAiiNm NOES: An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand this 5th _day of AugusT , 2003. r� [Seal] Deputy Clerk boCSSF2:694959.3 BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION NO. 2003/A97 RESOLUTION AUTHORIZING AND RATIFYING THE ISSUANCE AND SALE OF COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A; AUTHORIZING AND CONFIRMING THE FORMS AND THE EXECUTION OF A FIFTH SUPPLEMENTAL TRUST AGREEMENT, A FIFTH AMENDMENT TO FACILITY LEASE, A FIFTH AMENDMENT MASTER SITE LEASE, AND AN ASSIGNMENT AND ASSUMPTION OF LEASE; RATIFYING AND CONFIRMING THE SALE OF THE BONDS; APPROVING THE BASE RENTAL PAYMENTS UNDER SAID FACILITY LEASE; AND APPROVING ALL ACTIONS TARN IN CONNECTION THEREWITH. WHEREAS, this Board of Supervisors (this "Board") by Resolution No. 2003/427 adopted July 8, 2003, has authorized the issuance and sale of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A (the "Bonds") in order to finance and refinance various capital projects for the County and to pay the costs of issuing the Bonds; WHEREAS, the County has previously entered into a Facility Lease with purchase option, dated as of March 1, 2000, as amended and supplemented by the First Amendment to Facility Lease, dated as of January 15, 2002 (the "Oak Grove Lease"), with Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation, as lessor ("Transamerica") pursuant to which the County leases certain real property located at 1034 Oak Grove Road, Concord, California(the"Oak Grove Property"); WHEREAS, the officers and staff of the County have previously determined that it is in the best interest of the County and the residents of the County to assign the Oak Grove Lease with purchase option to the Authority for the purpose of facilitating the refinancing of the Oak Grove Property with a portion of the Bond proceeds and to amend the current sublease of the Oak Grove Property to reflect the refinancing; WHEREAS, the Authority will exercise the option to purchase the Oak Grove Property from Transamerica and will lease the Oak Grove Property to the County pursuant to the Fifth Amendment to Facility Lease referenced below, thereby reducing lease payments of the County allocable to the Oak Grove Property; WHEREAS, the bonds were sold by the Authority pursuant to public bids received July 30,2003; DOCSSFI:694857.3 WHEREAS, there has been presented to this meeting a report of the sale of the Bonds; WHEREAS, this Board desires to ratify the sale of the Bonds and authorize and confirm the issuance of the Bonds and the execution of the following documents: 1. Fifth Supplemental Trust Agreement, dated as of July 1, 2003 (the "Fifth Supplemental Trust Agreement"), by and among U.S. Bank Trust National Association, as trustee (the "Trustee") and the County of Contra Costa Public Financing Authority (the "Authority"); 2. Fifth Amendment to Master Site Lease, dated as of July 1, 2003 (the "Fifth Amendment to Site Lease"), by and between the County and the Authority; 3. Fifth Amendment to Facility Lease, dated as of July 1, 2003 (the "Fifth Amendment to Facility Lease"),by and between the Authority and the County, 4. Assignment and Assumption of Lease (the "Assignment"), by and between the County and the Authority; 5. First Amendment to Sublease (1034 Oak Grove Road) (the "Sublease Amendment"),between the County and Seneca Center; WHEREAS, this Board has been presented with forms of each document referred to above, and this Board has examined and approved the form of each such document and desires to ratify the sale and authorize and confirm the issuance of not to exceed $20,000,000 aggregate principal amount of the Bonds and the execution of such documents in substantially such forms and the consummation of such financing; and WHEREAS, the County has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions described herein; NOW, THEREFORE, BE 1T RESOLVED by the Board of Supervisors of the County of Contra Costa,California, as follows: Section 1. The foregoing recitals are true and correct. Section 2. The issuance and sale of the Bonds and the terms of the Bonds are hereby authorized,ratified and confirmed. Section 3. The execution and delivery of the Trust Agreement, the Site Lease, the Facility Lease, the Assignment and the Sublease Amendment, each in substantially the form presented to this Board with such changes therein as may be approved or required by the officer of the County executing such documents, such approval to be conclusively evidenced by the execution and delivery thereof, are hereby authorized and confirmed. ooCssrI:694867.3 2 Section 4. The schedule of base rental payments set forth in EXHIBIT A hereto is approved and is hereby determined to be the schedule of additional base rental payments to be paid pursuant to the Fifth Amendment to Facility Lease. Section 5. All actions taken or to be taken by the officers and agents of the County with respect to the issuance and sale of the Bonds are hereby authorized, ratified and confirmed. DOCSSF2:694857.3 3 EXHIBIT A Schedule of Base Rental Payments County of Contra Costa Public Financing Authority Lease Revenue Bonds Series 2003 A Gross Deist Service Schedule(Combined Projects) Period Annual Date Principal Rate Interest Total Total 8/14/2003 12/112003 200,110.06 200,110.06 6/1/2004 755,000 2.000 336,633.75 1,091,633.75 1,291,743.81 12/112004 329,083.75 329,083.75 6/1/2005 1,155,000 2.000 329,083.75 1,484,083.75 1,813,167.50 12/1/2005 317,533.75 317,533.75 6/1/2006 1,190,000 2.000 317,533.75 1,507,533.75 1,825,067.50 12/112006 305,633.75 305,633.75 611/2007 1,210,000 2.350 305,633.75 1,515,633.75 1,821,267.50 12/1/2007 291,416.25 291,416.25 6/112008 1,240,000 2.650 291,416.25 1,531,416.25 1,822,832.50 12/1/2008 274,986.25 274,986.25 6/1/2009 915,000 3.000 274,986.25 1,189,986.25 1,464,972.50 12/1/2009 261,261.25 261,261.25 611/2010 935,000 3.250 261,261.25 1,196,261.25 1,457,522.50 12/1/2010 246,067.50 246,067.50 6/1/2011 975,000 3.500 246,067.50 1,221,067.50 1,467,135.00 12/112011 229,005.00 229,005.00 6/1/2012 1,000,000 3.750 229,005.00 1,229,005.00 1,458,010.00 12/1/2012 210,255.00 210,255.00 6/112013 1,040,000 4.000 210,255.00 1,250,255.00 1,460,510.00 1211/2013 189,455.00 189,455.00 6/1/2014 710,000 4.000 189,455.00 899,455.00 1,088,910.00 12/1/2014 175,255.00 175,255.00 6/1/2015 745,000 4.200 175,255.00 920,255.00 1,095,510.00 12/1/2015 159,610.00 159,610.00 611/2016 770,000 4.3030 159,610.00 929,610.00 1,089,220.00 12/1/2016 143,055.00 143,055.00 6/1/2017 795,000 4.500 143,055.00 938,055.00 1,081,110.00 12/1/2017 125,167.50 125,167.50 6/1/2018 465,000 4.700 125,167.50 590,167.50 715,335.00 12/112018 114,240.00 114,240.00 6/1/2019 365,000 4.800 114,240.00 479,240.00 593,480.00 121112019 '105,480.00 105,480.00 6/1/2020 390,000 4.900 105,480.00 495,480.00 600,960.00 12/1/2020 95,925.00 95.925.00 6/1/2021 400,000 4.900 95,925.00 495,925.00 591,850.00 12/112021 86,125.00 86,125.00 6/112022 420,000 5.000 86,125.00 506,125.00 592,250.00 12/1/2022 75,625.00 75,625.00 6/1/2023 445,000 5.000 75,625.00 520,625.00 596,250.00 12/1/2023 64,500.00 64,500.00 6/112024 465,000 5.000 64,500.00 529,500.00 594,000.00 12/1/2024 52,875.00 52,875.00 6/1/2025 495,000 5.000 52,875.00 547,875.00 600,750.00 12/1/2025 40,500.00 40,500.00 6/1/2026 515,000 5.000 40,500.00 555,500.00 596,000.00 12/112026 27,625.00 27,625.00 6/1/2027 540,000 5.000 27,625.00 567,625.00 595,250.00 12/112027 14,125.00 14,125.00 6/1/2028 565,000 5.000 14,125.00 579,125.00 593,250.00 Totals 16,500,000 8,4.06,353.81 26,906,353.81 26,906,353.81 Section 6. This Resolution shall take effect from and after its adoption. PASSED ANIS ADOPTED this 5th day of QST , 2003. Chairman of the Board of Supervisors County of Contra Costa, California [Seal] ATTEST: John Sweeten, Clerk of the Board of Supervisors and County Administrator y - � � tb"C— B Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California I OCSSFI:594867.3 4 CLERK'S CERTIFICATE I,11M 0, NFAL , Deputy Clerk of the Board of Supervisors of the County of Contra Costa,hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on the 5th day of AUMST , 2003, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and at said meeting said resolution was adopted by the following vote: AYES: S TMVISORS GIOIA, inKm, mMMG, MMM AM DeSAUt,NIM NOES: r An agenda of said meeting was posted at least 96 hours before said meeting at the County Administration Building, 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I have carefully compared the same with the original minutes of said meeting on file and of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this5th day of AUGUST , 2003. Deputy Clerk of the Board of Supervisors of the County of Contra Costa, State of California [Seal] DOCSSPI:694867.3 FIFTH SUPPLEMENTAL TRUST AGREEMENT by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and BNY WESTERN TRUST COMPANY Dated as of July 1, 2003 RELATING TO THE $[Amount] COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A (Supplementing the Trust Agreement dated as of February 1, 1999, as supplemented by the First Supplemental Trust Agreement dated as of January 1,2001, the Second Supplemental Trust Agreement dated as of May 1, 2001, the Third Supplemental Trust Agreement dated as of June 1, 2002, and the Fourth supplemental Trust Agreement dated as of July 1, 2002) DOCSSF2:674242.4 40511-223 MAC TABLE OF CONTENTS Page ARTICLE XXXVII DEFINITIONS; EQUAL SECURI'T'Y ................................................3 SECTION 37.01. Additional Definitions ...................................................................3 ARTICLE XXXVIII THE BONDS.......................................................................................6 SECTION 38.01. Authorization of 2003 Series A Bonds..........................................6 SECTION 38.02. Terms of the 2003 Series A Bonds................................................7 SECTION 38.03. Form of 2003 Series A Bonds........................................................ 8 SECTION 38.04. Execution of 2003 Series A Bonds................................................8 SECTION 38.05. Transfer, Exchange and Payment of 2003 Series A Bonds...........8 SECTION 38.06. Special Covenants as to Book-Entry Only System for 2003 SeriesA Bonds...............................................................................9 SECTION 38.07. Compliance with 2003 Series A Continuing Disclosure Agreement.................................................................................... 10 ARTICLE XXXIX ISSUANCE OF BONDS ................................................................... 11 SECTION 39.01. Procedure for the Issuance of 2003 Series A Bonds.................... 11 SECTION 39.02. 2003 Series A Project Fund......................................................... 12 SECTION 39.03. Reserve Fund Requirement Calculation...................................... 12 SECTION 39.04. Tax Covenants ............................................................................. 12 ARTICLE XL REDEMPTION OF BONDS............................................................. 13 SECTION 40.01. Extraordinary Redemption..................................... SECTION 40.02. Optional Redemption................................................................... 13 SECTION 40.03. Effect of Redemption................................................................... 13 ARTICLE XLI MUNICIPAL BOND INSURANCE; 2003 SERIES A RESERVE FACILITY....................................................................... 13 SECTION 41.01. Concerning the 2003 Series A Bond Insurer............................... 13 SECTION 41.02, Payments Under the 2003 Series A Bond Insurance Policy........ 15 SECTION 41.03. 2003 Series A Bond Insurer Default............................................ 17 SECTION 41.04. Provisions Relating to the 2003 Series A Reserve Facility......... 17 ARTICLE XLII MISCELLANEOUS PROVISIONS.................................................. 17 SECTION 42.01. 2003 Series A Bond Insurer......................................................... 17 SECTION 42.02. Validity of Supplement................................................................ 17 SECTION 42.03. Terms of 2003 Series A Bonds Subject to the Trust Agreement.................................................................................... 18 DOCSSF1.674242.4 40511-123 MAC TABLE OF CONTENTS (continued) Page SECTION 42.04. Assignment Acknowledged......................................................... 18 SECTION 42.05. Effective Date of Fifth Supplemental Trust Agreement.............. 18 SECTION 42.06. Execution in Counterparts............................................................ 18 EXHIBIT A [FORM OF 2003 SERIES A BOND]................................................................A-1 EXHIBIT B DESCRIPTION OF 2003 SERIES A PROJECT..............................................B-1 EXHIBIT C [FORM OF REQUISITION—COSTS OF ISSUANCE]..................................C-1 EXHIBIT D [FORM OF REQUISITION—PROJECT FUND] ............................................D-1 DOCSSF1:674242.4 -il- 40511-123 MAC THIS FIFTH SUPPLEMENTAL TRUST AGREEMENT dated as of July 1, 2403, by and between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority"), a joint exercise of powers authority, duly organized and validly existing pursuant to an Agreement entitled "County of Contra Costa Public Financing Authority Joint Exercise of Powers Agreement"by and between the County of Contra Costa and the Contra Costa County Redevelopment Agency, and BNY WESTERN TRUST COMPANY, a state banking corporation organized and existing under and by virtue of the laws of the State of California, as successor trustee (together with any successor thereto, the "Trustee"), being supplemental to the trust agreement dated as of February 1, 1999, by and between U.S. Bank Trust National Association, as original trustee and the Authority; WITNESSETH. WHEREAS, the County of Contra Costa (the "County") has leased certain real property (as further defined herein, the "Facilities") to the Authority pursuant to a Master Site Lease, dated as of February 1, 1999 (together with amendments from time to time thereto, called the "Site Lease"); WHEREAS, the County and the Authority have entered into a Fifth Amendment to Master Site Lease, dated as of July 1, 2003 (herein called the "Fifth Amendment to Master Site Lease"), to amend the Site Lease in certain respects and to lease to the Authority certain additional real property(the"2003 Leased Facilities"); WHEREAS, the Authority is leasing certain Facilities to the County pursuant to a Facility Lease (Various Capital Projects), dated as of February 1, 1999, as amended, including as amended by the Fifth Amendment to Facility Lease, dated as of July 1, 2003 (herein, together with other amendments thereto, collectively called the"Facility Lease"); WHEREAS, the U.S. Bank Trust National Association, as original trustee, and the Authority have heretofore executed the Trust Agreement, dated as of February 1, 1999, as supplemented by the First Supplemental Trust Agreement dated as of January 1, 2041, between the Authority and State Street Bank and Trust Company of California, NN.A., as successor trustee and predecessor to the Trustee, the Second Supplemental Trust Agreement dated as of May 1, 2001, the Third Supplemental Trust Agreement dated as of June 1, 2002, the Fourth Supplemental Trust Agreement dated as of July 1, 2002 and as supplemented by this Fifth Supplemental Trust Agreement dated as of July 1, 2003 (herein, together with other supplements thereto, collectively called the"Trust Agreement"); WHEREAS, the Authority has heretofore issued pursuant to the Trust Agreement $74,685,440 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A (the "1999 Series A Bonds"), $18,030,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2041 Series A (the "2001 Series A Bonds"), $23,775,000 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2001 Series B (the "2001 Series B Bonds"), $12,654,040 County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2402 Series A (the "2002 Series A Bonds"), and $25,440,000 County of Contra Costa Public Financing Authority Lease Revenue 1:SOCssF1:674242.4 40511-123 MAC Bonds (Refunding and Various Capital Projects), 2002 Series B (the "2002 Series B Bonds'), to acquire the leasehold in the Facilities and to assist the County in financing and refinancing various capital projects (as further defined herein,the"Project"); WHEREAS, the Authority may at any time, with the consent of the Bond Insurer, issue Additional Bonds payable from, and secured by a pledge of and lien upon,the Revenues, as provided in Section 3.03 of the Trust Agreement, provided that the proceeds of such Additional Bonds be applied to, among other things, the acquisition(by purchase or lease) of facilities to be added to the Facilities; WHEREAS, the County has previously entered into a lease respecting certain real property located at 1034 Oak Grove Road, in the City of Concord, California and commonly known as the Adolescent Residential Treatment Facility of the County (the "Adolescent Residential Treatment Facility"), pursuant to that certain Facility Lease, dated as of March 1, 2000, as amended by the First Amendment to Facility Lease, dated as of January 15, 2002, by and between Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation and the County(the "Transamerica Lease"); WHEREAS, pursuant to the Transamerica Lease, the County assigned the Transamerica Lease to the Authority and the Authority, concurrent with the issuance of the 2003 Series A Bonds (hereinafter defined), will exercise the option to purchase the Adolescent Residential Treatment Facility, vesting all right and title to the Adolescent Residential Treatment Facility in the Authority; WHEREAS, in order to provide funds for the financing of the 2003 Series A Project(hereinafter defined),the County has requested that the Authority issue the 2003 Series A Bonds (hereinafter defined), acquire a leasehold interest in the 2003 Leased Facilities and fee interest in the Adolescent Residential Treatment Facility and lease the 2003 Leased Facilities along with the Adolescent Residential Treatment Facility (together, the "2003 Series A Facilities")back to the County; WHEREAS, the County will lease to the Authority the 2003 Leased Facilities pursuant to the Fifth Amendment to Master Site Lease; WHEREAS, the County will lease the 2003 Series A Facilities from the Authority pursuant to the terms of the Facility Lease; WHEREAS, under the Facility Lease, the County is obligated to make base rental payments to the Authority for the lease of the Facilities; WHEREAS, all rights to receive such base rental payments have been pledged without recourse by the Authority to the Trustee pursuant to the Trust Agreement; WHEREAS, under the Fifth Amendment to Facility Lease, the County is obligated to pay increased base rental payments to the Authority; WHEREAS, in consideration of such increased base rental payments and other adequate consideration, the Authority has agreed to issue bonds entitled"County of Contra Costa DOCSSI+1:674242.4 40511-123 MAC 2 Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A(the `2003 Series A Bonds), in the aggregate principal amount of$[Amount], to provide additional funds for the Project and to acquire a leasehold interest in such additional facilities, and in connection therewith the Authority and the County have provided for the amendment of the Site Lease and the Facility Lease; WHEREAS, the 2003 Series A Bonds are payable from Revenues on a parity basis with the 1999 Series A Bonds, the 2001 Series A Bonds, the 2001 Series B Bonds, the 2002 Series A Bonds,the 2002 Series B Bonds and any Additional Bonds hereafter issued by the Authority under the Trust Agreement; and WHEREAS, all acts and proceedings required by law necessary to make the 2003 Series A Bonds,when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid,binding and legal obligations of the Authority payable in accordance with their terms, and to constitute the Trust Agreement a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Fifth Supplemental Trust Agreement have been in all respects duly authorized; NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL TRUST AGREEMENT WITNESSETH, that in order to secure the full and timely payment of the principal of,premium, if any, and the interest on all Bonds at any time issued and outstanding under the Trust Agreement, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof, and for other valuable considerations,the receipt whereof is hereby acknowledged,the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective holders from time to time of the Bonds, as follows: ARTICLE XXXVII DEFINITIONS; EQUAL SECURITY SECTION 37.01. Additional Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of the Trust Agreement and of any amendment hereof or supplement hereto and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein and to the extent the definitions in this Section differ from the definitions of such terms contained in Section 1.01 of the Trust Agreement, the definitions in this Section shall control and the definitions in Section 1.01 shall be amended accordingly. Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Facility Lease. DOCSSF1.574242.4 40511-223 MAC 3 Facility Lease The term "Facility Lease" means that certain lease, entitled "Facility Lease (Various Capital Projects)," by and between the Authority and the County, dated as of February 1, 1999, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County on March 4, 1999 under Recorder's Serial No. 99-0059812, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof, including the Fifth Amendment to Facility Lease. Fifth Amendment to Facility Lease The term "Fifth Amendment to Facility Lease" means that certain lease and instrument, entitled "Fifth Amendment to Facility Lease,"by and between the Authority and the County, dated as of July 1, 2003, which instrument or a memorandum thereof was recorded in the office of the County Recorder of the County on , 2003 under Recorder's Serial No. as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. Fifth Amendment to Master Site Lease The term "Fifth Amendment to Master Site Lease" means that certain lease and instrument, entitled "Fifth Amendment to Master Site Lease," by and between the County and the Authority, dated as of July 1, 2003, which instrument or a memorandum thereof was recorded in the office of the County Recorder of the County on 2003 under Recorder's Serial Number , as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof. Fifth Supplemental Trust Agreement The term "Fifth Supplemental Trust Agreement" means this Fifth Supplemental Trust Agreement, dated as of July 1, 2003, by and between the Trustee and the Authority, executed and delivered in accordance with the Trust Agreement and which is supplemental to the Trust Agreement. Site Lease The term "Site Lease" means that certain lease, entitled "Master Site Lease," by and between the County and the Authority, dated as of February 1, 1999, which lease or a memorandum thereof was recorded in the office of the County Recorder of the County on March 4, 1999 under Recorder's Serial Number 99-0059811, as originally executed and recorded or as it may from time to time be supplemented, modified or amended pursuant to the provisions hereof and thereof including the Fifth Amendment to Master Site Lease. DOCSSFi:534242.4 4051 1-1 23 MAC 4 2003 Series A Bond Insurance Policy The term "2003 Series A Bond Insurance Policy" means the insurance policy issued by the 2403 Series A Bond Insurer guaranteeing the scheduled payment of principal of and interest on all or a portion of the 2003 Series A Bonds when due. 2003 Series A Bond Insurer The term "2003 Series A Bond Insurer" means MBIA Insurance Corporation, or any successor thereto or assignee thereof. 2003 Series A Bonds The term "2003 Series A Bonds" means the bonds issued by the Authority under and pursuant to the Trust Agreement and this Fifth Supplemental Trust Agreement, the proceeds of which will be applied to the financing of the 2003 Series A Project and to the payment of costs related thereto. 2003 Series A Continuing,Disclosure Agreement The term "2003 Series A Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement among the County and the Trustee dated the date of issuance of the 2003 Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 2003 Series A Costs of Issuance Fund The term "2003 Series A Costs of Issuance Fund" means the fund by that name established pursuant to Section 39.01 of this Fifth Supplemental Trust Agreement. 2003 Series A Facilities The term "2003 Series A Facilities" means additional Facilities consisting of the following: Family Law Center located at 751 Pine Street in the City of Martinez; West County Animal Shelter located at 790 San Pablo Avenue in the City of Pinole; and the Adolescent Residential Treatment Facility located at 1034 Oak Grove in the City of Concord; 2003 Series A Financial Guaranty Agreement The term "2003 Series A Financial Guaranty Agreement" means the Financial Guaranty Agreement, dated the date of issuance of the 2003 Series A Bonds, between the Authority and the 2003 Series A Reserve Facility Provider. DOCSSFl:674242.4 40511-123 MAC 5 2003 Series A Project The term "2003 Series A Project" means the Subsequent Phase of the Project financed with the proceeds of the 2003 Series A Bonds being the facilities and improvements described in Exhibit B to this Fifth Supplemental Trust Agreement, as the same may be changed by notice to the Trustee from the County. 2003 Series A Project Fund The term "2003 Series A Project Fund" means the fund of that name created pursuant to Section 39.02. 2403 Series A Reserve Facility The term "2003 Series A Reserve Facility"means the surety bond, effective as of the date of issuance of the 2003 Series A Bonds, issued by the 2003 Series A Reserve Facility Provider. 2003 Series A Reserve Facility Provider The term "2003 Series A Reserve Facility Provider" means MBIA Insurance Corporation, as issuer of the 2043 Series A Reserve Facility. ARTICLE XXXVIII THEBONDS SECTION 38.01. Authorization of 2003 Series A Bonds. (a) A fifth Series of Bonds is hereby created and designated "County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A." The aggregate principal amount of 2003 Series A Bonds which may be issued and Outstanding under this Fifth Supplemental Trust Agreement shall not exceed $[Amount]. The 2403 Series A Bonds shall be payable from the Revenues and secured by a pledge of and charge and lien upon the Revenues equal to the pledge, charge and lien securing the Outstanding Bonds. The 2003 Series A Bonds are issued in accordance with Article III. (b) The Authority has reviewed all proceedings heretofore taken relative to the authorization of the 2003 Series A Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of the 2003 Series A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the Authority is now duly authorized, pursuant to each and every requirement of the Act,to issue the 2003 Series A Bonds in the form and manner provided herein for the purpose of providing funds to finance the Project,including the 2003 Series A Project and that the 2003 Series A Bonds shall be entitled to the benefit, protection and security of the provisions hereof. DOCSS3r 1:674242.4 40511-123 MAC 6 (c) The validity of the issuance of the 2003 Series A Bonds shall not be dependent on or affected in any way by the proceedings taken by the Authority for the finance and refinancing of the Project or by any contracts made by the Authority or its agents in connection therewith, and shall not be dependent upon the performance by any person., firm or corporation of his or its obligation with respect thereto. The 2003 Series A Bonds shall be deemed to be issued, within the meaning hereof, whenever the definitive 2003 Series A Bonds (or any temporary 2003 Series A Bonds exchangeable therefor) shall have been delivered to the purchaser thereof and the proceeds of sale thereof received. SECTION 38.02. Terms of the 2003 Series A Bonds. (a) The 2003 Series A Bonds shall be issued in the aggregate principal amount of $[Amount]. The 2003 Series A Bonds shall be dated the date of issuance thereof, shall be issued only in fully registered form in Authorized Denominations (not exceeding the principal amount of 2003 Series A Bonds maturing at any one time), and shall mature in the years and in the principal amounts and bear interest at the rates as set forth in the following schedule, subject to prior redemption as described in Article XL hereof- County ereofCounty of Contra Costa Public Financing Authority Lease Revenue Bonds(Various Capital Projects), 2003 Series A Maturity Date June 1 Principal Amount Interest Rate 2004 $ % 2005 2006 2007 2008 2003 2010 2011 2012 2013 2014 2015 2016 2017 2018 2013 2028 The 2003 Series A Bonds shall bear interest at the rates set forth above, payable commencing December 1, 2003, and semiannually thereafter on June 1 and December 1 in each year. The 2003 Series A Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest DOCSSFI:674242.4 40511-123 MAC 7 Payment Date, in which event they shall gear interest from such date, or unless such date of authentication is prior to the Record Date for the first Interest Payment Date, in which event they shall bear interest from their dated date. The amount of interest so payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Payment of interest on the 2003 Series A Bonds due on or before the maturity or prior redemption thereof shall be paid by check mailed by first class mail on each Interest Payment Date to the person in whose name the Bond is registered as of the applicable Record Date for such Interest Payment Date at the address shown on the registration books maintained by the Trustee pursuant to Section 2.07; provided, however, that interest on the 2003 Series A Bonds shall be paid by wire transfer or other means to provide immediately available funds to any Owner of at least $1,000,000 in aggregate principal amount of such Series of Bonds, at its option, to an account within the United. States of America according to wire instructions given to the Trustee in writing for such purpose and on file as of the applicable Record Date preceding the Interest Payment Date in accordance with Section 2.02 of the Trust Agreement. SECTION 38.03. Form. of 2003 Series A Bonds. The 2003 Series A Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the forms set forth in Exhibit A hereto attached and by this reference herein incorporated. SECTION 38.04. Execution of 2003 Series A Bonds. The Chair or the Executive Director of the Authority is hereby authorized and directed to execute each of the 2003 Series A Bonds on behalf of the Authority and the Secretary or Assistant Secretary of the Authority is hereby authorized and directed to countersign each of the 2003 Series A Bonds on behalf of the Authority. The signatures of such officers may be by printed, lithographed or engraved by facsimile reproduction. In case any officer whose signature appears on the 2003 Series A Bonds shall cease to be such officer before the delivery of the 2003 Series A Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery of the 2003 Series A Bonds. Only those 2003 Series A Bonds bearing thereon a certificate of authentication in the form set forth in Exhibit A hereto, executed manually and dated by the Trustee, shall be entitled to any benefit,protection or security hereunder or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence that the 2003 Series A Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and are entitled to the benefit,protection and security hereof. SECTION 38.05. Transfer, Exchange and Payment of 2003 Series A .Bonds. Any 2003 Series A Bond may, in accordance with its terms, be transferred, paid or exchanged as provided in Section 2.05 through Section 2.08,inclusive. DOCssF1:674242.4 40511-123 MAC 8 _ . _ . _. SECTION 38.46. Special Covenants as to Book-Entry OnlySystem-for 2003 Series A Bonds. (a) Except as otherwise provided in subsections (b) and (c) of this Section 32.06, all of the 2003 Series A Bonds initially issued shall be registered in the name of Cede& Co., as nominee for DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. Payment of the interest on any 2403 Series A Bond registered in the name of Cede&Co. shall be made on each Interest Payment Date for such 2003 Series A Bonds to the account, in the manner and at the address indicated in or pursuant to the Representation Letter. (b) The 2403 Series A Bonds initially shall be issued in the form of a single authenticated fully registered bond for each stated maturity of such 2043 Series A Bonds, representing the aggregate principal amount of the 2043 Series A Bonds of such maturity. Upon initial issuance, the ownership of all such 2443 Series A Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the name of Cede.& Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Representation Letter. The Trustee, the Authority and any paying agent may treat DTC (or its nominee) as the sole and exclusive owner of the 2443 Series A Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such 2403 Series A Bonds, selecting the 2443 Series A Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders hereunder,registering the transfer of 2043 Series A Bonds, obtaining any consent or other action to be taken by Bondholders of the 2443 Series A Bonds and for all other purposes whatsoever; and neither the 'Trustee nor the Authority or any paying agent shall be affected by any notice to the contrary. Neither the Trustee nor the Authority or any paying agent shall have any responsibility or obligation to any "Participant" (which shall mean, for purposes of this Section 32.46, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the 2403 Series A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being a Bondholder, with respect to (i)the accuracy of any records maintained by DTC or any Participant, (ii)the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the 2443 Series A Bonds, (iii) any notice which is permitted or required to be given to Bondholders of 2443 Series A Bonds hereunder, (iv)the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the 2443 Series A Bonds, or(v) any consent given or other action taken by DTC as Bondholder of 2443 Series A Bonds. Notwithstanding anything to the contrary contained in this Trust Agreement, the Trustee shall pay all principal of and premium, if any, and interest on the 2443 Series A Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments shall be valid and effective to satisfy fully and discharge the Authority's obligations with respect to the payment of the principal of and premium, if any, and interest on the 2443 Series A Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the 2443 Series A Bonds will be transferable to such new nominee in accordance with subsection(e)of this Section 32.46. DOCssF2:674242.4 40511-123 MAC 9 (c) In the event that the Authority determines that the 2003 Series A Bonds should not be maintained in book-entry form, the Trustee shall, upon the written instruction of the Authority, so notify DTC, whereupon DTC shall notify the participants of the availability through DTC of bond certificates. In such event, the 2003 Series A Bunds will be transferable in accordance with subsection (e) of this Section 32.06. DTC may determine to discontinue providing its services with respect to the 2003 Series A Bonds or a portion thereof, at any time by giving written notice of such discontinuance to the Authority or the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the 2003 Series A Bonds will be transferable in accordance with subsection(e) of this Section 32.06. If at any time DTC shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor securities depository is not appointed by the Authority within 90 days after the Authority receives notice or becomes aware of such condition, as the case may be, then this Section 32.06 shall no longer be applicable and the Authority shall execute and the Trustee shall authenticate and deliver certificates representing the 2003 Series A Bonds as provided below. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the 2003 Series A Bonds then Outstanding. In such event, the 2003 Series A Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section 32.06, and thereafter, all references in this Fifth Supplemental Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate. (d) Notwithstanding any. other provision of this Fifth Supplemental Trust Agreement to the contrary, so long as all 2003 Series A Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on each such 2003 Series A Bond and all notices with respect to each such 2003 Series A Bond shall be made and given, respectively, to DTC as provided in or pursuant to the Representation Letter. (e) In the event that any transfer or exchange of 2003 Series A Bonds is authorized under subsection (b) or (c) of this Section 32.06, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the 2003 Series A Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.05 and 2.06. In the event 2003 Series A Bond certificates are issued to Bondholders other than Cede & Co., its successor as nominee for DTC as holder of all the 2003 Series A Bonds, another securities depository as holder of all the 2003 Series A Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.05 and 2.06 shall also apply to, among other things, the registration, exchange and transfer of the 2003 Series A Bonds and the method of payment of principal of,premium,if any, and interest on the 2003 Series A Bonds. SECTION 38.07. Compliance with 2003 Series A Continuing Disclosure Agreement, pursuant to Section 15.08 of the Facility Lease, the County has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Owners of the 2003 Series A Bonds or any other person with respect to S.E.C. Rule 15c2-12. The County has agreed that so long as it shall act as the Dissemination DOCssF1:674242.4 40511-123 MAC 10 Agent under the 2003 Series A Continuing Disclosure Agreement, it will perform all of the provisions thereof to be performed by the Dissemination Agent. Notwithstanding any other provision of this Trust Agreement, failure of the County to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the County to comply with its obligations under Section 15.08 of the Facility Lease or under this Section 38.07. For purposes of this Section, "Beneficial Owner"means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries)." ARTICLE XXXIX ISSUANCE OF BODS SECTION 39.01. Procedure for the Issuance of 2003 Series A Bonds. At any time after the sale of the 2003 Series A Bonds in accordance with the Act, the Authority shall execute the 2003 Series A Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon the 2003 Series A Bonds shall be authenticated and delivered by the Trustee to the purchaser thereof upon the Written Request of the Authority and upon receipt of payment therefor from the purchaser thereof. Upon receipt of payment for the 2003 Series A Bonds from the purchaser thereof(other than the portion of such purchase price to be paid directly to the 2003 Series A Bond Insurer as the premium for the Bond Insurance Policy ($ ) and premium for the 2003 Series A Reserve Facility ($ )), the Trustee shall, unless otherwise instructed by the Authority, transfer or deposit the proceeds received from such sale (including the good faith deposit received from the County,) to the following respective parties or to the following respective accounts or funds, in the following order of priority: (i) deposit the amount of$ in the 2003 Series A Costs of Issuance Fund, which fund is hereby created and which find the Trustee hereby covenants and agrees to maintain. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 2003 Series A Bonds upon receipt of a Written Request of the Authority in the form attached hereto as Exhibit C, filed with the Trustee, each of which shall be sequentially numbered and shall state the person(s) to whom payment is to be made, the amount(s) to be paid, the purpose(s) for which the obligation(s) was incurred and that such payment is a proper charge against said fund. On December 1, 2003, or upon the earlier Written Request of the Authority, any remaining balance in the 2003 Series A Costs of Issuance Fund shall be transferred to the 2003 Series A Project Fund and the 2003 Series A Costs of Issuance Fund shall be closed; (ii) deposit the amount of $ in the 2003 Series A Capitalized Interest Account which account is hereby created and which account the Trustee hereby covenants and agrees to hold. The Trustee shall,transfer on or before each Interest Payment Date from the 2003 Series A Capitalized Interest Account for deposit into the Interest Account moneys in the following amounts to pay a portion of the Interest Payments on the Bonds on such Interest Payment Date as follows: DOCSSP 1:634242.4 40511-123 MAC 11 Amount of Date Capitalized Interest December 1,2003 $ June 1, 2004 December 1, 2004 On June 1, 2005, any remaining amounts in the 2003 Series A Capitalized Interest Account shall be deposited into the Revenue Fund; and (iii) deposit the amount of $ , being the balance of the proceeds, in the 2003 Series A Project Fund. SECTION 39.02. 2003 SeriesA Project Fund. The Trustee hereby agrees to establish and maintain so long as any 2003 Series A Bonds are Outstanding the 2003 Series A Project Fund (the "2003 Series A Project Fund"). The initial payment into the 2003 Series A Project Fund is provided by Section 39.01. The moneys in the 2003 Series A Project Fund shall be disbursed by the Trustee upon the Written Request of the County in the form attached hereto as Exhibit D, for the payment of costs relating to the financing of the 2003 Series A Project. All interest earnings or profits received from investments of mounts in the 2003 Series A Project Fund shall be deposited in the 2003 Series A Project Fund until completion of the 2003 Series A Project and thereafter any remaining amounts in the 2003 Series A Project Fund will be deposited first in the Reserve Fund, to the extent necessary to make amounts on deposit in the Reserve Fund equal to the Reserve Fund Requirement, and then in the Revenue Fund and the 2003 Series A Project Fund shall be closed. SECTION 39.03. Reserve Fund Requirement Calculation. Following issuance of the 2003 Series A Bonds, the Reserve Fund. Requirement for the Outstanding Bonds will equal $ , an amount equal to 125% of average Annual Debt Service on the Outstanding Bonds. Such amount will be satisfied by the current deposit in the Reserve Fund of $ and the existing Reserve Facilities issued in the aggregate amount of $9,567,497.04, plus the deposit with the Trustee of the 2003 Series A Reserve Facility in the amount of$ . The Trustee is hereby directed to accept and acknowledge receipt of the 2003 Series A Reserve Facility for deposit to the Reserve Fund prior to the delivery of the 2003 Series A Bonds to the purchaser thereof. The Reserve Fund Requirement shall only be calculated upon the issuance of a Series of Bonds and upon the retirement or defeasance of a Series of Bonds. The Authority shall provide to the Trustee the amount so calculated. SECTION 39.04. Tax Covenants The provisions of Section 6.03 are applicable to the 2003 Series A Bonds, the interest on which is intended by the Authority to be excluded from gross income of the Owner thereof for federal income tax purposes. DOCSSI+1:674242.4 40511-123 MAC 12 ARTICLE XL REDEMPTION OF BONDS SECTION 44.01. Extraordinary Redemption. The 2443 Series A Bonds are subject to redemption by the Authority on any date prior to their respective stated maturities, upon notice as hereinafter provided, as a whole or in part by lot within each stated maturity in integral multiples of Authorized Denominations, from prepayments made by the County pursuant to Section 7.02 of the Facility Lease, at a redemption price equal to the sum of the principal amount thereof, without premium, plus accrued interest thereon to the Redemption Date. Whenever less than all of the Outstanding Bonds are to be redeemed on any one date, the Trustee shall select, in accordance with written directions from the Authority, the Bonds to be redeemed in part from the Outstanding Bonds so that the aggregate annual principal amount of and interest on Bonds which shall be payable after such Redemption Date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on Bands Outstanding prior to such Redemption Date. SECTION 40.02. C;lutional Redemption. The 2003 Series A Bonds maturing on or prior to June 1, 2011, are not subject to optional redemption. The 2403 Series A Bonds maturing on or after June 1, [2012], are subject to redemption prior to their respective stated maturities at the written direction of the Authority, from any moneys deposited by the Authority or the County, as a whole or in part on any date (in such maturities as are designated in writing by the Authority to the Trustee) on or after June 1, 2011, at the following prices (expressed as a percentage of the principal amount of 2003 Series A Bands called for redemption), plus accrued interest to the date fixed for redemption: Redemption Period (dates inclusive) Redemption Price June 1, 2011 through May 31, 2012 101% June 1, 2012 through May 31, 2013 100.5 June 1, 2013 and thereafter 100 [Add Sinking Fund Redemption, if appropriate.] SECTION 40.03. Effect of Redemption. All 2003 Series A Bonds redeemed pursuant to the provisions of this Article and Article IV shall be cancelled by the Trustee and shall be destroyed with a certificate of destruction furnished to the Authority upon its request and shall not be reissued. ARTICLE XLI MUNICIPAL BOND INSURANCE; 2003 SERIES A RESERVE FACILITY SECTION 41.01. Concerning the 2003 Series A Bond Insurer. Notwithstanding any other prevision hereof, so long as the 2003 Series A Bond Insurance Policy DOCSSF1:674242.4 40511-123 MAC 13 shall be in full force and effect, the Authority and the Trustee hereby agree to comply with the following provisions: (a) The 2003 Series A Bond Insurer shall be deemed to be the sole Owner of the 2003 Series A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the 2003 Series A Bonds are entitled to take pursuant to Article VII and Article VIII hereof. The 2003 Series A Bond Insurer shall have the exclusive right to initiate or direct proceedings upon an Event of Default and shall be entitled to request the Trustee to intervene in judicial proceedings that affect the 2003 Series A Bonds or the security therefor; provided that the Trustee shall have the right in its sole discretion to commence an action to enforce the payment of its fees and expenses hereunder. Bondholder's direction or institution of remedies upon an Event of Default shall be subject to the prior written consent of the 2003 Series A Bond Insurer. (b) Copies of any modification or amendment to the Trust Agreement or the Facility Lease, shall be sent by the Authority to the 2003 Series A Bond Insurer, S&P and Moody's prior to the effective date thereof or as soon as practical thereafter. (c) The 2003 Series A Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Insured 2003 Series A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2003 Series A Bond Insurance Policy. (d) The 2003 Series A Bond Insurer shall have the right to advance any payment required to be made by the County or the Authority in order to prevent an Event of Default under the Trust Agreement and the Trustee shall be required to accept such advance. The Authority shall be required to reimburse the 2003 Series A Bond Insurer for any such advance. (e) The rights granted under the Trust Agreement and the Facility Lease to the 2003 Series A Bond Insurer to request, consent to or direct any action are rights granted to the 2003 Series A Bond Insurer in consideration of its issuance of the 2003 Series A Bond Insurance Policy. Any exercise by the 2003 Series A Bond Insurer of such rights is merely an exercise of the 2003 Series A Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the 2003 Series A Bondowners, nor does such action evidence any position of the 2003 Series A Bond Insurer, positive or negative, as to whether 2003 Series A Bondowners' consent is required in addition to consent of the 2003 Series A Bond Insurer. (f) Amounts paid by the 2003 Series A Bond Insurer under the 2003 Series A Bond Insurance Policy shall not be deemed paid for purposes of the Trust Agreement and the 2003 Series A Bonds relating to such amounts shall remain Outstanding and continue to be due and owing until paid in accordance with the Trust Agreement. The Trust Agreement shall not be discharged unless all amounts due or to become due to the 2003 Series A Bond Insurer have been paid in full. DOCssFi:674242.4 40511-123 MAC 14 (g) The 2003 Series A Bond Insurer shall be provided by the Authority or the Trustee (with respect to items (i) through (iv) and item (vii) only) with the following information: (i) Notice of any draw upon, or deficiency due to market fluctuation in the amount on deposit in, the Reserve Fund within two Business Days after knowledge thereof other than (i)withdrawals of amounts in excess of the Reserve Fund Requirement and (ii)withdrawals in connection with a refunding of 2003 Series A Bonds; (ii) Notice of any failure of the Authority to make any required deposit into the Revenue Fund within two Business Days of knowledge thereof; notice of any other Event of Default known to the Trustee within five Business Days after knowledge thereof; (iii) Prior notice of the advance refunding or redemption of any of the 2003 Series A Bonds,including the principal amount,maturities and CUSIP numbers thereof; (iv) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto; (v) A full original transcript of all proceedings relating to the execution of any amendment or supplement to the Trust Agreement; (vi) All reports, notices and correspondence to be delivered under the terms of the Third Supplemental Trust Agreement and, on an annual basis, copies of the audited financial statements and annual budget of the Authority; and (vii) If the Trustee has notice that any Bondholder has been required to disgorge payments of principal or interest on the 2003 Series A Bonds to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the 2003 Series A Bond Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (viii) Such additional information as the 2003 Series A Bond Insurer from time to time may reasonably request. (h) The 2003 Series A Bond Insurer shall have the right to give notice of an Event of Default. SECTION 41.02. Payments Under the 2003 Series A Bond Insurance Policy. Notwithstanding any other provision hereof, so long as the 2003 Series A Bond Insurance Policy shall be in full force and effect, the Authority and the Trustee hereby agree to comply with the following provisions. (a) If, on the second Business Day, and again on the Business Day, prior to the interest payment date or principal payment date or the date to which Bond maturity has been accelerated ("Payment Date") there is not on deposit with the Trustee, after making all transfers DOCSSF1:674242.4 40521-123 MAC 15 and deposits required under the Trust Agreement, moneys sufficient and available to pay the principal of and interest on the 2003 Series A Bonds due on such Payment Date,the Trustee shall give notice to the 2003 Series A Band Insurer and to the Insurance Paying Agent (hereinafter defined) by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of such deficiency on such Business Day. If such deficiency is made up in whole or in part prior to or on the Payment Date, the Trustee shall so notify the 2003 Series A Bond Insurer and the Insurance Paying Agent. If, on the Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the 2003 Series A Bonds due on such Payment Date, the Trustee shall make a claim under the 2003 Series A Bond Insurance Policy and give notice to the 2003 Series A Bond Insurer and the Insurance Paying Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency. (b) The Trustee is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for Bondholders as follows: (i) If and to the extent there is a deficiency in amounts required to pay interest on the 2003 Series A Bonds, the Trustee shall (a)execute and deliver to State Street Bank and Trust Company, N.A., or its successors under the 2003 Series A Bond Insurance Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the 2003 Series A Bond Insurer as agent for such Bondholders in any legal proceeding related to the payment of such interest and an assignee to the 2003 Series A Bond Insurer of the claims for interest to which such deficiency relates and which are paid by the 2003 Series A Bond Insurer,(b)receive as designee of the respective Bondholders(and not as Trustee) in accordance with the tenor of the 2003 Series A Bond Insurance Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Bondholders, and (ii) if and to the extent of a deficiency in amounts required to pay principal of the 2003 Series A Bonds, the Trustee shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the 2003 Series A Bond Insurer as agent for such Bondholders in any legal proceeding relating to the payment of such principal and an assignment to the Bond Insurer of any of the 2003 Series A Bonds surrendered to the Insurance Paying Agent or so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Trustee and available for such payment(but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Bondholders (and not as Trustee) in accordance with the tenor of the 2003 Series A Bond Insurance Policy payment therefor from the Insurance Paying Agent, and(c)disburse the same to such Bondholders. (c) The Trustee shall keep a complete and accurate record of all funds deposited by the 2003 Series A Bond Insurer and Insurance Paying Agent and the allocation of such funds to payment of interest and principal in respect of any 2003 Series A Bonds. The 2003 Series A Band Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prier notice to the Trustee. UOCSSFI:674242.4 40511-123 MAC 16 SECTION 41.03. 2043 Series A Bond Insurer Default. Rights of the 2003 Series A Bond Insurer to direct or consent to actions under the Trust Agreement or the Facility Lease shall be suspended during any period in which the 2003 Series A Bond Insurer is in default in its payment obligations under the 2003 Series A Bond Insurance Policy(except to the extent of amounts previously paid by the 2003 Series A Bond Insurer and due and owing to the 2003 Series A Bond Insurer) and shall be of no force or effect in the event the 2403 Series A Bond Insurance Policy is no longer in effect or the 2003 Series A Bond Insurer asserts that the 2003 Series A Bond Insurance Policy is not in effect. SECTION 41.04. Provisions Relating to the 2003 Series A Reserve Facility. (a) In the event it is necessary to draw on the 2003 Series A Reserve Facility to pay the principal of or interest on the Bonds, the Trustee shall deliver a Demand for Payment(in the form attached to the 2003 Series A Reserve Facility) at least three days prior to the date on which funds will be required to make such payment. (b) The Trustee shall pay to the 2003 Series A Reserve Facility Provider the amount necessary to pay all accrued and unpaid interest on amounts drawn under the 2003 Series A Reserve Facility from Revenues. (c) Before the Trust Agreement can be discharged and terminated under Section 10.01, the 2003 Series A Reserve Facility Provider must be paid all amounts owed to it under the terms of the 2003 Series A Financial Guaranty Agreement. (d) The Trustee shall be responsible for maintaining adequate records, verified with the 2003 Series A Reserve Facility Provider, as to the amount available to be drawn at any given time under the 2003 Series A Reserve Facility and as to the amounts paid and owing to the 2003 Series A Reserve Facility Provider under the terms of the 2403 Series A Financial Guaranty Agreement. (e) The 2003 Series A Bonds may not be redeemed pursuant to Section 40.02 unless all amounts owed to the 2003 Series A Reserve Facility Provider under the terms of the 2003 Series A Financial Guaranty Agreement have been paid in full. ARTICLE XLII MISCELLANEOUS PROVISIONS SECTION 42.01. 2003 Series A Bond Insurer. The 2003 Series A Bond Insurer shall have the benefit of all provisions relating to the 1999 Series B Bond Insurer included in the Facility Lease, the Site Lease and the Trust Agreement and any references to the `Bond Insurer" shall include the 2043 Series A Bond Insurer, and the 2003 Series A Bond Insurer is hereby included as a third party beneficiary to the Trust Agreement. SECTION 42.02. Validity of Supplement. The County,the Authority and the Trustee hereby determine that the amendments set forth herein do not adversely affect the interest of the Owners, shall become binding without the written consents of any Owners, and are in compliance with the provisions of Section 9.01(b) of the Trust Agreement. The Trustee is DOCSSF2.674242.4 40511-123 MAC 17 making such determination based solely in reliance upon an Opinion of Counsel and the determination of the County and the Authority and the consent of the Bond Insurer. SECTION 42.03. Terms of 2003 Series A Bonds Subject to the Trust Agreement. Except as'in this Fifth Supplemental Trust Agreement expressly provided, every term and condition contained in the Trust Agreement shall apply to this Fifth Supplemental Trust Agreement and to the 2043 Series A Bonds with the same force and effect as if the same were herein set forth at length, with such emissions, variations and modifications thereof as may be appropriate to make the same conform to this Fifth Supplemental Trust Agreement. This Fifth Supplemental Trust Agreement and all the terms and provisions herein contained shall form part of the Trust Agreement as fully and with the same effect as if all such terms and provisions had been set forth in the Trust Agreement. The Trust Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. SECTION 42.04. Assent Acknowledged. Pursuant to the Trust Agreement, the Base Rental Payments have been assigned to the Trustee and such assignment extends to and includes the Base Rental Payments increased pursuant to the Fifth Amendment to Facility Lease. The assignment of the Base Rental Payments increased pursuant to the Fifth Amendment to Facility Lease to the Trustee is hereby approved, consented to, acknowledged and confirmed. SECTION 42.05. Effective bate of Fifth Supplemental Trust Agreement. This Fifth Supplemental Trust Agreement shall take effect upon its execution and delivery. SECTION 42.06. Execution in Counteroarts. This Fifth Supplemental Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. DOCssF1.674242.4 40511-123 MAC 18 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplemental Trust Agreement by their officers thereunto duly authorized as of the day and year first written above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Chair Attest: John R. Sweeten Executive Director and.Secretary By: Assistant Executive Director BNY WESTERN TRUST COMPANY, as Trustee By: Authorized Officer Acknowledged and Approved: COUNTY OF CONTRA COSTA By: Title: Director, Capital Facilities and Debt Management, County of Contra Costa DOCSSFi:674242.4 40511-123 MAC 19 CONSENT OF BOND INSURER The undersigned, as Bond Insurer of a portion of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and `various Capital Projects), 1999 Series A, the County of Contra Costa Public Financing Authority Lease Revenue Bonds (various Capital Projects), 2001 Series A, the County of Contra Costa Public Financing Authority Lease Revenue Bands (Various Capital Projects), 2001 Series B, the County of Contra Costa Public Financing Authority .Lease Revenue Bands (Various Capital Projects), 2002 Series A and the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 2002 Series B hereby consents to the execution and delivery of the Fifth Supplemental Trust Agreement dated as of July 1, 2003 between the County of Centra Costa Public Financing Authority and BNY Western Trust Company, as trustee, and to the issuance of the 2003 Series A Bonds for the purposes set forth therein. MBIA INSURANCE CORPORATION By: Authorized Officer DOCSSFI:674242.4 40511-123 MAC EXHIBIT A [FORTH OF 2003 SERIES A BONDI No. $ COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE COUNTY OF CONTRA COSTA IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE REVENUES HEREINAFTER. REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE COUNTY OF CONTRA COSTA OR THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, THE PARTIES TO THE AGREEMENT CREATING THE AUTHORITY. Interest Maturity Dated Rate Date Date CUSIP °10 REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS The COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of California(the "Authority"), for value received, hereby promises to pay(but only out of the Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest on such principal sum from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is registered as of an interest payment date or during the period from the E)OCSSF1:674242.4 40511-123 MAC A-1 fifteenth calendar day of the month preceding an interest payment date to such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated prior to November 15, 2003, in which event it shall bear interest from the Dated Date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on December 1, 2003, and semiannually thereafter on each June 1 and December 1. Interest due on or before the maturity or prior redemption of this Bond shall be payable only by check mailed by first-class mail to the registered owner hereof; provided that upon the written request of a Bondholder of $1,044,000 or more in aggregate principal amount of Bonds of the Series of which this Bond is a part received by the Trustee (defined hereinafter)prior to the applicable record date, interest shall be paid by wire transfer in immediately available funds to an account within the United States of America. The principal hereof is payable in lawful money of the United States of America upon presentation of this Bond at the principal office of the Trustee. This Bond is one of a duly authorized issue of bonds of the Authority designated as its"County of Contra Costa Public Financing Authority Lease Revenue Bonds"(the"Bonds") unlimited as to principal amount and is one of a duly authorized series of such Bonds known as "(Various Capital Projects), 2003 Series A" (the "2003 Series A Bonds") issued in an aggregate principal amount of$[Amount], all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Cade, as amended) and all laws amendatory thereof or supplemental thereto (the"Act") and under and pursuant to the provisions of a Trust Agreement, dated as of February 1, 1999, a First Supplemental Trust Agreement, dated as of January 1, 2041 a Second Supplemental Trust Agreement dated as of May 1, 2001, a Third Supplemental Trust Agreement, dated as of June 1, 2402, a Fourth Supplemental Trust Agreement, dated as of July 1, 2002 and a Fifth Supplemental Trust Agreement dated as of July 1, 2003 (collectively, as amended from time to time, the "Trust Agreement"), between the Authority and BNY Western Trust Company, as successor trustee (together with any successor as trustee under the Trust Agreement, the "Trustee") (copies of the Trust Agreement are on file at the principal office of the Trustee in San Francisco, California). The Bonds are issued to provide funds to finance and refinance the acquisition, construction, improvement, equipping, remodeling and refinancing of certain public buildings and related facilities, located in the County of Contra Costa (as more fully defined in the Trust Agreement, the "Project'). The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain fiends and accounts pursuant to the "frust Agreement and-the revenues (as more fully defined in the Trust Agreement, the "Revenues") derived from Base Rental Payments and other payments made by the County of Contra Costa (the "County"), and all interest or other investment income thereon, pursuant to the Facility Lease (Various Capital Projects), dated as of February 1, 1999 (as amended from time to time, including the Fifth Amendment to Facility Lease, dated as of July 1, 2043, the " Facility Lease"), by and between the Authority and the County, and the Authority is not obligated to pay the interest or premium, if any, on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge and assignment of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security DOCSSF1:574242.4 40511-123 MAC A-2 and payment of the interest or premium, if any, on and principal of the Bonds as provided in the Trost Agreement. The full faith and credit of the Authority, the Contra Costa County Redevelopment Agency (the "Agency) and the County are not pledged for the payment of the interest or premium, if any, on or principal of the Bonds. No tax shall ever be levied to pay the interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority or any of its income or receipts except the Revenues, and neither the payment of the interest on nor principal (or premium, if any) of the Bonds is a debt, liability or general obligation of the Authority, the County or any member of the Authority for which such entity is obligated to levy or pledge any form of taxation. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bands, but only subject to the conditions and upon compliance with the procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security for payment of the Bonds, remedies upon default and limitations thereon, and amendment of the Trust Agreement(with or without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond,to all the provisions of which the registered owner of this Bond,by acceptance hereof, agrees and consents. The Bonds are subject to redemption by the Authority on any date prior to their respective stated maturities, upon notice as hereinafter provided, as a whole or in part by lot within each stated maturity in integral multiples of Authorized Denominations so that the aggregate annual principal amount of and interest on the Bonds which shall be payable after such redemption date shall be as nearly proportional as practicable to the aggregate annual principal amount of and interest on the Bonds Outstanding prior to such redemption date, from prepayments of Base Rental Payments made by the County from the proceeds received by the County due to a taking of the Facilities or portions thereof under the power of eminent domain and from the net proceeds of title insurance or insurance received for material damage or destruction to the Facilities or portions thereof received by the Authority from the County, all as provided in and under the circumstances and terms prescribed in the Facility Lease and the Trust Agreement, at the principal amount thereof plus interest accrued thereon to the date fixed for redemption,without premium. The 2003 Series A Bonds maturing on or prior to June 1, 2011, are not subject to optional redemption. The 2003 Series A Bonds maturing on or after June 1, [2012], are subject to redemption prior to their respective stated maturities at the written direction of the Authority, from any moneys deposited by the Authority or the County, as a whole or in part on any date (in such maturities as are designated in writing by the Authority to the Trustee) on or after June 1, 2011, at the following prices(expressed as a percentage of the principal amount of 2003 Series A Bonds culled for redemption),plus accrued interest to the date fixed for redemption: DOCSS)~i:674242.4 40511-123 MAC A-3 Redemption Period (dates inclusive) Redemption Price June 1, 2011 through May 31,2012 101% June 1, 2412 through May 31,2013 100.5 June 1, 2013 and thereafter 100 Notice of redemption of this Bond shall be given by first-class mail not less than thirty(30) days nor more than sixty(60) days before the redemption date to the registered owner of any Bond selected for redemption, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the above-described redemption price is held by the Trustee, then this Bond shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price; and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof. If an Event of Default (as defined in the Trust Agreement) shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner,and with the effect provided in the Trust Agreement. The Trust Agreement provides that in certain events such declaration and its consequences may be rescinded by the holders of not less than a majority in aggregate principal amount of the Bonds then outstanding or by the Trustee. This Bond is transferable only on a register to be kept for that purpose at the above-mentioned corporate trust office of the Trustee by the registered owner hereof in person or by the duly authorized attorney of such owner upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or the duly authorized attorney of such owner, and thereupon a new fully registered Band or Bonds in the same aggregate principal amount in authorized denominations will be issued to the transferee in exchange therefor. The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner,which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid. This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been executed and dated by the Trustee. 1OCSSF1:674242.4 40511-123 MAC A-4 _...._ .......__. . ..... ......... ....._. . . ... ....... ........ ....... ...__ .................................. It is hereby certified and recited that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Act, and by the Constitution and laws of the State of California, that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement. IN WITNESS WHEREOF, the County of Contra Costa Public Financing Authority has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Chair of the .Authority and countersigned by the manual or facsimile signature of the Secretary of said Authority, and has caused this Bond to be dated as of the Dated Date specified above. COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Chair Countersigned: Secretary TOCSs1~1:674242.4 40511-123 MAC A-5 [FORM OF CERTIFICATE OF AUTHENTICATION TO APPEAR.ON 2003 SERIES A BONDS] This is one of the Bonds described in the within-mentioned Trust Agreement which has been registered and authenticated on BNY WESTERN TRUST COMPANY, as Trustee By Authorized Signatory DOCSSF1:674242.4 40511-123 MAC A-6 ......... _.......__... _...... _... .__.. ..... .......... ......... ......... ........ .......... .......... ....... [INSERT STATEMENT OF INSURANCE] DOCSSF1:674242.4 40511-123 MAC A-7 [FORM OF ASSIGNMENT TO APPEAR ON 2003 SERIES A BONDS] For value received the undersigned hereby sells, assigns and transfers unto (Taxpayer Identification Number: the within :Bund and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof,with full power of substitution in the premises. NOTE: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever. Dated: PLEASE INSERT SOCIAL SECURITY NUMBER, TAXPA'Y'ER IDENTIFICATION NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: Signature Guaranteed: NOTE: Signature must be guaranteed by an eligible guarantor institution. DOCssF1:674242.4 40511-123 MAC A-8 _ _ EXHIBIT B DESCRIPTION OF 2003 SERIES A PROJECT Acquisition,construction, improvement and/or equipping of the following facilities: Project Department Approximate Cost W. County Animal shelter 790 San Pablo Avenue,Pinole Animal Services $1,900,000 Discovery House 4645 Pacheco Blvd., Pacheco Health Services 3,500,000 Emergency Communications (multiple sites throughout County) DoIT 4,700,000 Adolescent Res. 'Treatment Facility 1034 Oak Grove, Concord Health Services 3,600,000 General Services Administration 1220 Morello,Martinez General Services 2,650,000 Brentwood One-Stop Employment Center Liberty Union Adult School 929 2nd Street, Brentwood EHSD 1,200,000 $17,550,000 Acquisition, construction and improvement or other equipment and facilities for the County as set forth in requisitions to the Trustee. DOCSSF1:674242.4 40511-123 MAC B-1 __ __ EXHIBIT C [FORM OF REQUISITION--COSTS OF ISSUANCE] Date: No. BNY Western Trust Company 550 Kearny Street, Suite 600 San Francisco,CA 94108 Re: County of Contra Costa Public Financing Authority Lease Revenue Bonds (Various Capital Projects), 2003 Series A (Written Request of the Authority—2003 Series A Costs of Issuance Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2003 Series A Costs of Issuance Fund provided for in Section 39.01 of the Trust Agreement dated as of February 1, 1999, as amended, including as amended by the Fifth Supplemental Trust Agreement, dated as of July 1, 2003 (the"Trust Agreement")between the County of Contra Costa Public Financing Authority(the "Authority")and BNY Western Trust Company, as trustee,the amounts indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for expenses incident to the issuance of the above-referenced Bonds pursuant to the Trust Agreement. The obligations in the stated amounts have been incurred by the Authority and each item thereof is a proper charge against the 2003 Series A Costs of Issuance Fund. U If checked here you are hereby authorized to close the 2003 Series A Costs of Issuance Fund and transfer any remaining balance (after payment of any amounts indicated in Schedule A)to the 2003 Series A Project Fund. DOCSSFI.V4242.4 40511-123 MAC C-1 Very truly yours, COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By Assistant Executive Director and Assistant Secretary DOCssrr:674242.4 40511-123 MAC C-2 ................_ .......................................... . .. _. . ._..._.. . ............ ........... ....... _... ......... ......... ........ ...... . _ SCHEDULE A Item No. Pam Amount Pose DOCSSP1:674242.4 40511-123 MAC C-3 EXHIBIT D [FORM OF REQUISITION—PROJECT FUND] Date: No. BNY Western Trust Company 550 Kearny Street, Suite 600 San Francisca, CA 94108 Re: County of Centra Costa Public Financing Authority Lease Revenue Bonds(Various Capital Projects), 2003 Series A (Written Request of the Authority--2003 Series A Project Fund) Ladies and Gentlemen: This letter is our authorization to you to disburse from the 2001 Series B Project Fund provided for in Section 39.02 of the Trust Agreement dated as of February 1, 1999, as amended, including as amended by the Fifth Supplemental Trust Agreement, dated as of July 1, 2003 (collectively the"Trust Agreement")between the County of Contra Costa Public Financing Authority(the"Authority")and BNY Western Trust Company,as trustee, the amounts indicated on Schedule A attached hereto to the therein-named individuals, firms and corporations for costs related to completion of the Project. D005SF1:574242.4 40511-123 MAC D-1 ..................................... The obligations in the stated amounts have been incurred by the County of Centra Costa and each item thereof is a proper charge against the 2003 Series A Project Fund. Very truly yours, COUNTY OF CONTRA COSTA By Director, Capital Facilities &Debt Management County of Contra Costa 23oCSSF1:674242.4 40521-123 MAC D-2 SCHEDULE A Item No. Payee Amount PpMose DOCSSFI:674242.4 40511-123 MAC D-3 Recording requested by and return to: COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY c/o Orrick,Herrington & Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attn: Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 6103 FIFTH AMENDMENT TO MASTER SITE LEASE between the COUNTY OF CONTRA COSTA and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Dated as of July 1, 2003 (Amending the Master Site Lease dated as of February 1, 1999, as amended by the First Amendment to Master Site Lease dated as of January 1, 2001, the Second Amendment to Master Site Lease dated as of May 1, 2001, the Third Amendment to Master Site Lease dated as of June 1, 2002 and the Fourth Amendment to Master Site Lease dated as of July 1, 2002) DOCSSFI:683223.4 40511-123 MAC FIFTH AMENDMENT TO MASTER SITE LEASE This Fifth Amendment to Master site Lease, dated as of July 1, 2003 between the COUNTY OF CONTRA COSTA, a political subdivision organized and existing under and by virtue of the taws of the State of California (the "County"), as lessor, and the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY (the "Authority"), as lessee, a joint exercise of power authority, duly organized and existing pursuant to an Agreement, dated April 7, 1992, entitled "County of Conga Costa Public Financing Authority Joint Exercise of Powers Agreement," by and between the County of Contra Costa and the Centra Costa County Redevelopment Agency, WITNESSETH WHEREAS,this Fifth Amendment to Master site Lease is entered into in order to amend in certain respects a lease between the County and the Authority entitled ":Master Site Lease ," dated as of February 1, 1999 and recorded on March 4, 1999,in the office of the County Recorder of the County, under Recorder's Instrument No, 99-0059811, as amended by the First Amendment to Master Site Lease, dated as of January 1, 2001 and recorded on January 25, 2001, in the office of the County Recorder of the County, under Recorder's Instrument No. 2001- 0017620,the second Amendment to Faster Site Lease,dated as of May 1, 2001 and recorded on May 10, 2001, in the office of the County.Recorder of the County, under Recorder's Instrument No. 20011-01-123402, the Third Amendment to Master Site Lease, dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County under Recorder's Instrument No. 2002-22-4906 and the Fourth Amendment to Master Site Lease, dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the DOCSSFI:683223.4 40511-121 MAC County under Recorder's Instrument No. 2002-02-3 t 1941 (together, the "Master Site Lease"), and to add to the property leased pursuant to the Master Site Lease certain additional real property consisting of the following building and facilities located in the County, the real property descriptions of which are contained in Exhibit A (capitalized terms used herein and not otherwise defined herein have the meanings assigned thereto by the Master Site Lease): Family Law Center located at 751 Pine Street in the City of Martinez; West County Animal Shelter located at 790 San Pablo Avenue in the City of Pinole. (collectively,the"2003 Leased Facilities"). NOW,THEREFORE, the parties hereto agree as follows. Section 1. This Fifth Amendment to Master Site Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, State of California, or on December 1, 2003, whichever is earlier, and such date of commencement shall be hereinafter referred to as the"effective date." Section 2. From and after the effective date of this instrument, the County, for good and valuable consideration (consisting of receipt of a portion of the proceeds of the Authority's Lease Revenue Bonds (Various Capital Projects), 2003 Series A) the sufficiency of which is hereby acknowledged, hereby leases to the Authority and the Authority hereby leases from the County, the real property described in Exhibit A hereto, which real property is hereby added to the Facilities leased pursuant to the Master Site Lease and all references to the Facilities in the Master Site Lease shall include said real property. The Authority agrees to lease said real property back to the County pursuant to the Facility Lease. DOCSSFI:683223.4 40511-123 MAC 2 Section 3. The term of the Master Site Lease as to the 2003 Leased Facilities is June 15, 2028, unless such terra is extended or sooner terminated as provided in the Master Site Lease. Section 4. The County covenants that it is owner in fee of the 2003 Leased Facilities. Section 5. Except as in this Fifth. Amendment to Master Site Lease expressly provided, the Master Site Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended hereby. Section o. If one or more of the terms, provisions, covenants or conditions of this Fifth Amendment to Master Site Lease shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Fifth Amendment to Master Site Lease shall be affected thereby, and each provision of this Fifth. Amendment to Master Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 7. This Fifth Amendment to Master Site Lease may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. DOCSSFI:6x83223.4 40511-123 MAC 3 IN WITNESS WHEREOF, the County and the Authority have caused this Fifth Amendment to Master Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessor [SEAL] By Mark DeSaulnier Chair of the Board of Supervisors Attest: John Sweeten Clerk of the Board of Supervisors and County Administrator By Chief Clerk COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Lessee By Mark DeSaulnier Chair Attest: John Sweeten, Executive Director and Secretary By Assistant Executive Director DOCSSPl:683223.4 40512-123 MAC EXHIBIT A Additions to Facilities All that certain real property situated in the County of Contra Costa, Stag of California, described as follows: DOCSSFI:683223.4 40511-123 MAC CONSENT OF TRUSTEE The undersigned, as successor trustee under the Trust Agreement dated as of February 1, 1999, as amended, between the County of Contra Costa Public Financing Authority (the "Authority") and the trustee, hereby acknowledges and consents to the execution and delivery of the Fifth Amendment to Master Site Lease dated as of July 1, 2043, between the County of Centra Costa (the "County") and the Authority, relating to the Master Site Lease, dated as of February 1, 1999, as amended by the First Amendment to Master Site Lease, dated as of January 1, 2401, the Second Amendment to Master Site Lease, dated as of May 1, 2001, the Third Amendment to Master Site Lease, dated as of June 1, 2002, and the Fourth Amendment to Master Site Lease, dated as of July 1, 2042,between the County and the Authority. BNY WESTERN TRUST COMPANY, as Trustee By; Authorized Officer DOCSSFi:583223.4 40511-123 MAC CONSENT OF BOND INSURER The undersigned, as Insurer of a portion of the County of Contra Costa Public Financing Authority Lease Revenue Bonds (Refunding and Various Capital Projects), 1999 Series A, issued pursuant to the Trust Agreement dated as of February 1, 1999, between the County of Contra Costa Public Financing Authority (the "Authority") and the trustee and as Insurer of the Authority's Lease Revenue Bonds(Various Capital Projects),2001 Series A issued pursuant to the First Supplemental Trust Agreement elated as of January 1, 2001, and as Insurer of the Authority's Lease Revenue Bonds (Various Capital Projects), 2001 Series B issued pursuant to the Second. Supplemental Trust Agreement dated as of May 1, 2001, and as Insurer of the Authority's Lease Revenue Bonds (Various Capital Projects), 2002 Series A issued pursuant to the Third Supplemental Trust Agreement dated as of June 1, 2002, and as Insurer of the Authority's Lease Revenue Bonds (Various Capital Projects), 2002 Series B issued pursuant to the Fourth Supplemental Trust Agreement dated as of July 1, 2002, hereby consents to the execution and delivery of the Fifth Amendment to Master Site Lease dated as of July 1, 2003, between the County of Contra Costa.(the"County") and.the Authority,relating to the Master Site Lease, dated as of February 1, 1999, between the County and the Authority, as amended by the First Amendment to Master Site Lease,dated as of January 1, 2001, the Second Amendment to Master Site Lease, dated as of May 1, 2041, the Third Amendment to Master Site Lease, dated as of June 1, 2402 and the Fourth Amendment to Master Site Lease,dated as of July 1, 2002. MBIA INSURANCE CORPORATION By Authorized Officer DOCSSF 1:683223.4 40511-123 MAC Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington&Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attn: Mary A. Collins Exempt from Recording Fee Pursuant to Government Code Section 6103 FIFTH AMENDMENT TO FACILITY LEASE by and between COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY and the COUNTY OF CONTRA COSTA Dated as of July 1,2003 (Amending the Facility Lease(Various Capital Projects) dated as of February 1, 1999 as amended by the First Amendment to Facility Lease dated as of January 1,2001, the Second Amendment to Facility Lease dated as of May 1, 2001, the Third Amendment to Facility Lease dated as of June 1, 2002 and the Fourth Amendment to Facility Lease dated as of July 1, 2002) DOCSSFI:683222.4 40511-123 MAC TABLE OF CONTENTS Page ARTICLE XV ADDITIONS RELATING TO LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A...................................2 SECTION 15.01. Effective Date................................................................................2 SECTION 15.02. Additional Definitions ...................................................................2 SECTION 15.03. Term of Additional Facilities.........................................................3 SECTION 15.04. Use of Proceeds of 2003 Series A Bonds ......................................4 SECTION 15.05. Increase to Base Rental Payments.................................................4 SECTION 15.06. Possession of Additional Facilities................................................4 SECTION 15.07. Title Insurance ...............................................................................4 SECTION 15.08. Continuing Disclosure ...................................................................4 SECTION 15.09. Trust Agreement............................................................................4 SECTION 15.10. Facility Lease in Full Force and Effect..........................................5 SECTION 15.11. Execution in Counterparts..............................................................5 EXHIBIT A—Additions to Demised Premises.........................................................................A-1 EXHIBIT B—Additional Base Rental Payment........................................................................B-1 DOCSSFI:6$3222.4 40511-123 MAC FIFTH AMENDMENT TO FACILITY LEASE This Fifth Amendment to Facility Lease, dated as of July 1, 2003, between the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), as lessor, and the COUNTY OF CONTRA COSTA, a political subdivision organized and validly existing under the Constitution and laws of the State of California(the"County"), as lessee; WITNESSETH. WHEREAS, the County has leased certain real property and the improvements thereon to the Authority pursuant to a lease, entitled "Master Site Lease" and dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County, under Recorder's Instrument No. 99-0059811; as amended by the First Amendment to Master Site Lease dated as of January 1, 2001 and recorded on January 25, 2001 in the office of the County Recorder of the County, under Recorder's Instrument No. 01-17620, and the Second Amendment to Master Site Lease dated as of May 1, 2001 and recorded on May 10, 2001 in the office of the County Recorder of the County, under Recorder's Instrument No. 01-123402 and the Third Amendment to Master Site Lease dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County, under Recorder's Instrument No. 2002-22-4906 and the Fourth Amendment to Master Site Lease dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the County, under Recorder's Instrument No. 2002-02-311941; WHEREAS, the County has further amended said Master Site Lease pursuant to the Fifth Amendment to Master Site Lease dated as of July 1, 2003, to lease certain additional real property to the Authority consisting of the following buildings and facilities: Family Law Center located at 751 Pine Street in the City of Martinez; West County Animal Shelter located at 790 San Pablo Avenue in the City of Pinole; WHEREAS, the County has previously entered into a lease with an option to purchase respecting certain real property located at 1034 Oak Grove Road, in the City of Concord, California and commonly known as the Adolescent Residential Treatment Facility of the County (the "Adolescent Residential Treatment Facility"), pursuant to that certain Facility Lease, dated as of March 1, 2000, as amended by the First Amendment to Facility Lease, dated as of January 15, 2002, by and between Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation ("Transamerica") and the County (the "Transamerica Lease"); WHEREAS, pursuant to the Transamerica Lease, the County assigned the Transamerica Lease to the Authority and the Authority has exercised the option to purchase the Adolescent Residential Treatment Facility as of the date of execution hereof, vesting all right and title to the Adolescent Residential Treatment Facility in the Authority; DOCSSF1:683222.4 40511-123 MAC WHEREAS, this Fifth Amendment to Facility Lease is entered into to amend and supplement in certain respects a lease between the Authority and the County entitled "Facility Lease (Various Capital Projects)," dated as of February 1, 1999 and recorded on March 4, 1999 in the office of the County Recorder of the County, State of California, under Recorder's Instrument No. 99-0059512, as amended by the First Amendment to Facility Lease, dated as of January 1, 2001 and recorded on January 25, 2001 in the office of the County Recorder of the County, State of California, under Recorder's Instrument No. 01-17621, the Second Amendment to Facility Lease, dated as of May 1, 2001 and recorded on May 10, 2001 in the office of the County Recorder of the County, State of California, under Recorder's Instrument No. 01- 123403, the Third Amendment to Facility Lease, dated as of June 1, 2002 and recorded on June 26, 2002 in the office of the County Recorder of the County, State of California under Recorder's Instrument No. 2002-22-4907 and the Fourth Amendment to Facility Lease, dated as of July 1, 2002 and recorded on September 5, 2002 in the office of the County Recorder of the County, State of California under Recorder's Instrument No. 2002-02-311942 (together and as amended from time to time, the "Facility Lease") and to add to the property leased pursuant to the Facility Lease certain additional real property consisting of the real property and facilities leased by the County pursuant to the Fifth Amendment to Master Site Lease and the Adolescent Residential Treatment Facility (collectively, the "2003 Series A Facilities"), the real property descriptions of which are contained in Exhibit A to this Fifth Amendment to Facility Lease; NOW, THEREFORE,the parties hereto agree as follows: ARTICLE XV ADDITIONS RELATING TO LEASE REVENUE BONDS (VARIOUS CAPITAL PROJECTS), 2003 SERIES A SECTION 15.01. Effective Date. This Fifth Amendment to Facility Lease shall become effective on the date of recordation of this instrument in the office of the County Recorder of the County, State of California, or on December 1, 2003, whichever is earlier, and such date of commencement shall be hereinafter referred to as the "effective date" and on the effective date the additional real property consisting of the 2003 Series A Facilities is hereby added to the Facility Lease as set forth in Exhibit A hereto and shall be encumbered by the Facility Lease and references to Facilities in the Facility Lease shall hereafter include such real property and equipment and reference to Demised Premises in the Facility Lease shall hereafter include the real property described in Exhibit A to this Fifth Amendment to Facility Lease. SECTION 15.02. Additional .Definitions. From and after the effective date of this instrument, the following new definitions shall be added to Section 1.01 of the Facility Lease, in alphabetical order, to read as follows: "Adolescent Residential Treatment Facility The term `Adolescent Residential Treatment Facility' has the meaning set forth in the third WHEREAS clause of this Fifth Amendment to Facility Lease." DOCSSF 1:683222.4 40511-123 MAC 2 "Fifth Amendment to Facility Lease The term `Fifth Amendment to Facility Lease' means that Fifth Amendment to Facility Lease between the Authority and the County, dated as of July 1, 2003, as originally executed and recorded or as it may from time to time be supplemented,modified or amended pursuant to the provisions hereof." 'Fifth Supplemental Trust Agreement The term `Fifth Supplemental Trust Agreement' means that Fifth Supplemental Trust Agreement between the Authority and the Trustee,dated as of July 1, 2003, as originally executed and recorded or as it may from time to time be supplemented,modified or amended pursuant to the provisions of the Trust Agreement." "2003 Series A Bond Insurer The term `2003 Series A Bond Insurer' means MBIA Insurance Corporation, or any successor thereto or assignee thereof." "2003 Series A Bonds The term `2003 Series A Bonds' means the bonds issued by the Authority under and pursuant to the Trust Agreement and the Fifth Supplemental Trust Agreement, the proceeds of which will be applied to the acquisition, construction and equipping of the 2003 Series A Project and to the payment of costs related thereto." "2003 Series A Facilities The term `2003 Series A Facilities' has the meaning set forth in the fifth WHEREAS clause of this Fifth Amendment to Facility Lease." "2003 Series A Project The term `2003 Series A Project'means the Subsequent Phase of the Project financed with the proceeds of the 2003 Series A Bonds being the facilities and improvements described in Exhibit B to the Fifth Supplement Trust Agreement, as the same may be changed by notice to the Trustee." SECTION 15.03. Term of Additional Facilities. The term of this Lease for the 2003 Series A Facilities shall end on June 1, 2028, unless such term is extended or sooner terminated as provided in the Facility Lease. LOCSSF1:683222.4 40511-123 MAC 3 _. SECTION 15.04. Use of Proceeds of 2003 Series A Bonds. The parties hereto agree that the proceeds of the 2003 Series A Bonds will be used by the Authority to finance the acquisition and construction of the 2003 Series A Project, to fund the portion of the Reserve Fund Requirement necessary for the issuance of the 2003 Series A Bonds and to pay costs related thereto as specified in the Fifth Supplemental Trust Agreement. SECTION 15.05. Increase to Base Rental Payments. From and after the effective date of this instrument, the Base Rental Payments shall be increased by the amounts set forth in Exhibit B attached hereto. SECTION 15.06. Possession of Additional Facilities. The County hereby represents and warrants that the County has taken possession of and will occupy the 2003 Series A Facilities throughout the term of this Lease for such facilities .under the terms and provisions of this Lease; the 2003 Series A Facilities are of comparable worth and economic life to the 2003 Series A Project and the 2003 Series A Facilities are ready for immediate use and occupancy by the County. SECTION 15.07. Title Insurance. The County shall have obtained or shall obtain upon the execution and delivery of this Fifth Amendment to Facility Lease policies of title insurance or supplements to existing policies on the Demised Premises, in form and substance satisfactory to the Bond Insurer, in an amount equal to the aggregate principal amount outstanding of the 1999 Series A Bonds, the 21101 Series A Bonds, the 2001 Series B Bonds, the 2002 Series A Bonds, the 2002 Series B Bonds and the 2003 Series A Bonds, issued by a company or companies of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. Any proceeds of such insurance shall be delivered to the Trustee as a prepayment of rent pursuant to Section 7.02 and shall be applied by the Trustee to the redemption of Bonds pursuant to Section 4.01, Section 16.01, Section 22.01, Section 28.01, Section 34.01 and Section 40.01 of the Trust Agreement. SECTION 15.08. ContinuingDisclosure. The County hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2003 Series A Continuing Disclosure Agreement. Notwithstanding any other provision of this Lease, failure of the County to comply with the 2003 Series A Continuing Disclosure Agreement shall not be considered an event of default hereunder; however, the Trustee may (and, at the request of any Participating Underwriter(as defined in the 2003 Series A Continuing Disclosure Agreement) or the Owners of at least 25% aggregate principal amount of Bonds Outstanding and provided satisfactory indemnification is provided to the Trustee, shall) or any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to compel the County to comply with its obligations under this Section 14.08, SECTION 15.09. Trust Agreement. The parties hereto acknowledge that the County is a first-party beneficiary to the Trust Agreement, and the Authority hereby agrees that during the term of the Facility Lease and provided the County is not in default hereunder, it will not amend the Trust Agreement in any manner materially adverse to the interests of the County. The County hereby consents to the execution and delivery of the Fifth Supplemental Trust Agreement. UOCSSFI:683222.4 40511-123 MAC 4 SECTION 15.10. Facility Lease in Full Farce and Effect. Except as in this Fifth Amendment to Facility Lease expressly provided, the Facility Lease shall continue in full force and effect in accordance with the terms and provisions thereof, as amended and supplemented hereby. SECTION 15.11. Execution in Counterparts. This Fifth Amendment to Facility Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Fifth Amendment to Facility Lease. It is also agreed that separate counterparts of this Fifth Amendment to Facility Lease may separately be executed by the Authority and the County, all with the same force and effect as though the same counterpart had been executed by both the Authority and the County. DOCssF1:683222.4 40511-123 MAC 5 IN WITNESS WHEREOF, the Authority and the County have caused this Fifth Amendment to Facility Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. COUNTY OF CONTRA COSTA, as Lessee [SEAL] By Marr DeSaulnier Chair, Board of Supervisors County of Contra Costa, State of California Attest- John Sweeten Clerk of the Board of Supervisors and County Administrator By Chief Clerk COUNTY OF CONTRA.COSTA PUBLIC FINANCING AUTHORITY, Lessor By Mark DeSaulnier Chair Attest- John Sweeten, Executive Director and Secretary By Assistant Executive Director DOCSSF 1:6$3222.4 40511-123 MAC 6 EXHIBIT A Addition to Demised Premises All that certain real property situated in the County of Contra Costa, State of California, described as follows: DOCSSF1:683222.4 40511-123 MAC A-j EXHIBIT B Additional Base Rental Payment Schedule (2003 Series A Facilities) Date Principal Interest Total Fiscal Year Total DOCSSF1:683222.4 40511-123 MAC B-1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Orrick, Herrington& Sutcliffe LLP 400 Sansome Street San Francisco, CA 94111 Attention: Mary A. Collins, Esq. (Recording Fee Exempt under Section 6103 of the Government Code) LEASE 'TERMINATION AGREEMENT (1034 Oak Grove, Concord, California) THIS LEASE TERMINATION AGREEMENT(this "Agreement")dated as of August 14, 2003,by and among the COUNTY OF CONTRA COSTA, a public body corporate and politic duly organized and existing under and by virtue of the laws of the State of California (the"County"), the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a nonprofit corporation duly organized and existing under and by virtue of the laws of the State of California(the"Authority"), and TRANSAMERICA PUBLIC FINANCE LLC, as assignee of Transocean Financing Corporation, as lessor("Lessor"),under that certain Facility Lease, dated as of March 1, 2000, as amended and supplemented by the First Amendment to Facility Lease, dated as of January 15, 2042,by and between the County and Lessor(the"Facility Lease"); WITNESSETH WHEREAS, pursuant to the Facility Lease, Lessor leased certain property to the County and the County obligated itself to pay rental payments therefor in order to finance certain projects; and WHEREAS,pursuant to the Assignment Agreement (defined below), all of the County's rights, title, interests,privileges and benefits as lessee in, to, and under the Facility Lease and all of the County's rights, title, interests, privileges and benefits in and to the Property (defined below) were assigned by the County to the Authority; and WHEREAS, the Authority has exercised its prepayment purchase option under the Facility Lease and paid the Prepayment Purchase Option Price to the Lessor; WHEREAS,upon such prepayment, title to the property leased under the Facility Lease is to vest in the Authority and the Facility Lease is to terminate; NOW THEREFORE, in consideration of the mutual covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the County, the Lessor, and the Authority do hereby agree as follows: DOCSSFI:695558.2 1. Termination of Facility Lease. The Lessor, the Authority and the County do hereby unconditionally terminate that certain Facility Lease, including any and all amendments thereto, by and between the Lessor and the Authority, as assignee of the County, dated as of March 1, 2400 and recorded on April 12, 2000 in the office of the County Recorder of Contra Costa County, State of California,under Recorder's Serial No. 2000-0073286. 2. Termination of Assi Ment and Assumption of Lease. The County and the Authority do hereby unconditionally terminate that certain Assignment and Assumption of Lease(the"Assignment Agreement"),by and between the County and the Authority, dated as of August 14, 2003. 3. Grant Deed. The Lessor is executing herewith a grant deed transferring the Property to the Authority. 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5. _Counterparts. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto and may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. DOCSSF 1:695558.2 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COUNTY OF CONTRA COSTA By: Mark DeSaulnier Chair, Board of Supervisors County of Contra Costa, State of California John Sweeten Clerk of the Board of Supervisors and County Administrator By Chief Clerk COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Mark DeSaulnier Chair John Sweeten Executive Director and Secretary By Assistant Executive Director DOCssFI:695558.2 3 TRANSAMERICA PUBLIC FINANCE LLC By. 4 DOCSSF1:695558.2 [ATTACH NOTARY FORMS] DOCSSF1:645558.2 Recording requested by and return to: COUNTY OF CONTRA COSTA c/o Orrick, Herrington& Sutcliffe LLP Old Federal Reserve Bank Building 400 Sansome Street San Francisco, California 94111 Attention: Mary A. Collins Free Recording Requested Pursuant to California Government Code § 6103 ASSIGNMENT AND ASSUMPTION OF LEASE by and between COUNTY OF CONTRA COSTA and COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY Dated as of August 14,2003 RELATING TO THE FACILITY LEASE (Dated as of March 1, 2000) DOCSSF 1:694485.2 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this"Agreement"), dated as of August 14, 2003, is entered into by and between the County of Contra Costa, California("County") and the County of Contra Costa Public Financing Authority("Authority"). RECITALS WHEREAS, County is the current lessee under that certain Facility Lease, dated as of March 1, 2000, and recorded on April 12, 2000 in the office of the County Recorder of Contra Costa County, State of California, under Recorder's Serial No. 2000-0073286, as amended and supplemented by the First Amendment to Facility Lease, dated as of January 15, 2002 (the"Lease"), by and between County and Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation("Lessor"), a copy of which is attached hereto as Exhibit A and incorporated herein by this reference(the"Lease"), pursuant to which County leases from Lessor certain real property described therein and located in the County of Contra Costa, California, which is commonly referred to as 1034 Oak Grove Road, Concord, California and is more particularly identified in the Lease(the"Premises"); WHEREAS, the County and the Contra Costa County Redevelopment Agency (the"Agency") have heretofore entered into a Joint Exercise of Powers Agreement, dated as of April 7, 1992 (the"Joint Powers Agreement"), which Joint Powers Agreement creates and establishes the Authority; WHEREAS,pursuant to the Joint Powers Agreement, the Authority is empowered to assist in the financing of public improvements of the County; WHEREAS, County desires to assign to Authority, and Authority desires to assume from County, County's rights, title, interests,privileges and obligations as lessee under the Lease on the terms and conditions set forth herein in order for the Authority to exercise the option to purchase the Premises and to simultaneously lease the Premises to County. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assig!1ment. In consideration of Authority's agreement described in 3 below, County does hereby sell, assign, transfer and set over to Authority(i) all of County's rights, title, interests, privileges and benefits as lessee in, to, and under the Lease, and(ii) all of County's rights, title, interests, privileges and benefits in and to the Premises; to have and to hold the same together with all rights, easements,privileges and appurtenances thereunto belonging or appertaining or held and enjoyed therewith, for and during the full unexpired term of the Lease. DOCSSF i:694485.2 2. Acceptance. Authority hereby accepts the within assignment and, in addition, does hereby covenant and agree, for the benefit of County and Lessor,to faithfully observe, assume,beep,perform and fulfill all of the terms, covenants, conditions and obligations required to be observed, performed and fulfilled by the lessee under the Lease accruing from and after the date first set forth above. 3. Agreement to Acquire and Lease Premises to County. Authority hereby agrees pursuant to the Lease that it will exercise the option to purchase the Premises and lease the Premises to County pursuant to the Fifth Amendment to Facility Lease to be entered into between Authority and County effective the date hereof. 4. Consent. This Agreement shall not be effective until the consent of Lessor required under the Lease is obtained. 5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors and assigns of the parties hereto. The words"County"and"Authority,"wherever used herein, shall include the persons and entities named herein or in the Lease and designated as such and their respective heirs, legal representatives, successors or assigns. 6. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or mailed if delivered personally or mailed by registered or certified mail (postage prepaid, return receipt requested), or sent by facsimile transmission(confirmation received)to the parties at the following addresses and facsimile transmission numbers (or at such other address or number for a party as shall be specified by like notice), except that notices after the giving of which there is a designated period within which to perform an act and notices of changes of address or number shall be effective only upon receipt: (a) If to County: (b) If to Authority: County of Contra Costa County of Contra Costa Public Financing Authority c/o Clerk of the Board of Supervisors c/o County Administrator County Administration Building County Administration Building 651 Pine Street 651 Pine Street Martinez, California 94553 Martinez, California 94553 With a copy to: General Service Administration Attn: Carol Chan 1220 Morello Avenue, Suite 100 Martinez,CA 94553 DOCSSF 1:694485.2 2 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of California(without giving effect to its choice of law principles). 8. Severability. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. 9. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 10. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and undertakings,both written and oral, among County and Authority with respect to the subject matter hereof and is not intended to confer upon any other person or entity any rights or remedies hereunder, except as otherwise expressly provided herein. [Signature page follows] DOCSSFi:594485.2 3 IN WITLESS WHEREOF, the parties hereto have executed and entered into this Agreement as of the date first above written, COUNTY OF CONTRA COSTA, as Assignor [SEAL] By Mark DeSaulnier Chair, Board of Supervisors County of Contra Costa, State of California Attest: John Sweeten Clerk of the Board of Supervisors and County Administrator By Chief Clerk COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, as Assignee By Mark DeSaulnier Chair Attest: John Sweeten, Executive Director and Secretary $y Assistant Executive Director DOCSSF 1:694485.2 4 EXHIBIT A Facility Lease dated as of March 1, 2000, as amended,between Transamerica Public Finance LLC and the County of Contra.Costa DocssFz:694485.2 CONSENT OF TRANSAMERICA PUBLIC FINANCE LLC The undersigned, Transamerica Public Finance LLC (the"Lessor"), as assignee of Transocean Financing Corporation, is Lessor under that certain Facility Lease, dated as of March 1, 2444, as amended and supplemented by the First Amendment to Facility Lease, dated as of January 15, 2442 (the"Lease"),by and between the Lessor and the County of Contra Costa, California(the"County"), as Lessee. Pursuant to Section 13 of the Lease,the Lessor hereby consents to the assignment by the County to the County of Contra.Costa Public Financing Authority(the"Authority") of all of the County's rights, title, interests,privileges and obligations as lessee under the Lease on the terms and conditions set forth in the Assignment and Assumption Agreement(the"Assignment and Assumption Agreement"), to be entered into between the County and the Authority. It is Lessor's understanding that the Authority will prepay the obligations under the Lease on August 14, 2443 and said consent is contingent upon prepayment in full no later than August 14, 2443. Dated: July__, 2443. TRANSAMERICA PUBLIC FINANCE LLC By Name: Title: County has given its notice to prepay the Lease on August 14, 2443 and. the Authority shall prepay the Lease in full on August 14, 2443 pursuant to its rights under the Assignment and Assumption Agreement. COUNTY OF CONTRA COSTA COUNTY OF CONTRA COSTA PUBLIC FINANCE AU'T'HORITY By _ By Name: Name: Title: Title: DoCSSFI:694485.2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ORRICK, HERRINGTON & SUTCLIFFE LLP 400 Sansome Street San Francisco, CA 94111 Attention.: Mary A. Collins, Esc}. Free.Recording Requested Pursuant to California Government Code §6103 GRANT DEED (1034 Oak Grave Road, Concord, California) FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged,the TRANSAMERICA PUBLIC FINANCE LLC ("Grantor"),hereby grants to the COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY, a public authority duly organized and existing under and by virtue of the laws of the State of California ("Grantee'),the real property located at 1034 Oak Grove Road, in the City of Concord, County of Contra Costa, State of California, described on Exhibit A attached hereto and made a part hereof(the"Property"), Executed as of August 14, 2003. TRANSAMERICA PUBLIC FINANCE LLC By: Name: Title: bob SSP1:695614.2 ACCEPTANCE This is to certify that the interest in that certain real property located in the County of Contra Costa, California, as more particularly described on Exhibit A attached hereto and incorporated herein by reference, conveyed by grant deed from the Transamerica Public Finance LLC to the County of Contra Costa Public Financing Authority, a public authority duly organized and existing under and by virtue of the laws of the State of California(the "Authority„) is hereby accepted pursuant to the authority conferred by resolution of the Board of Directors of the County of Contra Costa Public Financing Authority adopted on August 5, 2003, and the grantee consents to recordation thereof by its duly authorized officer. Dated: August 14, 2003 COUNTY OF CONTRA COSTA PUBLIC FINANCING AUTHORITY By: Name: Mark DeSaulnier Title: Chair, Board of Directors of the County of Contra Costa Public Financing Authority [SEAL] Attest: Clerk of the Board of Directors DOCSSPI:695614.2 EXHIBIT A All that real property situated in the State of California, County of Contra Costa, City of Concord, and described as follows. DOCSsF t:695614.2 A-1 ATTACH NOTARY FORMS DOCSSF1:695614.2 r: k 5 <' '•/k a ✓,�`-f fir....- /� t 3l� FIRST AMENDMENT TO SUBLEASE 1034 OAK GROVE ROAD CONCORD, CALIFORNINA 1. EFFECTIVE DATE AND PARTIES: Effective on August 14, 2003, the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called "COUNTY", and SENECA CENTER, a California private non-profit corporation, hereinafter called "SUBLESSEE" mutually agree and promise as follows. 2. PURPOSE: Both parties desire to amend that sublease entered into between COUNTY and SUBLESSEE, dated June 19, 2001, for the premises located at 1034 Oak Grove Road,Concord,APN 129-190-012,043 and 044,consisting of an approximate 10,611 square foot psychiatric residential building and a 2,400 square foot classroom building on approximately 1.55 acres of associated ground. Both COUNTY and SUBLESSEE COUNTY desire to amend that Sublease dated June 19,2001 in order to accurately reflect a new Master Lease, modify the rental amount and extension. terms. 3. AMENDMENT: A. Paragraph A.2.LEASE OF PREMISES shall be deleted in its entirety and replaced by the following: TRANSAMERICA FINANCING CORPORATION,as LESSOR,and COUNTY as LESSEE entered into a facility lease dated March 1, 2000 hereinafter referred to as Master Lease, attached hereto and incorporated herein as Exhibit "A"-MASTER LEASE, for the premises located at 1034 Oak Grove Road,Concord,APN 129-190- 012, 043 and 044. Effective August 14, 2003, the Master Lease referred to in this Sublease shall mean the Facility Lease (Various Capital Projects) dated as of February 1, 1999, by and between the County of Contra Costa Public Financing Authority (CCCPFA), as LESSOR.and the County of Contra Costa, as LESSEE,recorded on March 4, 1999, in the office of the County Recorder of the County of Contra Costa, State of California,under Recorder's Instrument No. 99-0059812,as amended., including as amended by the Fifth Amendment to Facility Lease, dated as of July 1, 2003 (the "Facility Lease"). Copies of the February 1, 1999 Facility Lease and Fifth Amendnient dated as of July 1, 2003 are on file with both the COUNTY and SUBLESSEE. For and in consideration of the rents, teens, covenants and conditions of this sublease, (the"Sublease")which is subject to the terms and conditions of the Master Lease and as of August 14, 2043, the Facility Lease, COUNTY hereby leases to SUBLESSEE, and SUBLESSEE leases from COUNTY those certain premises described as follows: approximately 13,011 square feet of building space which is comprised of a 10,611 square foot psychiatric residential care facility and a 2,400 square foot classroom/of f ce facility on approximately 1.55 acres of associated grounds,commonly known as 1034 Oak Grove Road,Concord,California,APN 129- 190-012, 043 and 044, (the "Premises") as further described in Exhibit "B"- PREMISES, which is attachedhereto and incorporated herein. B. Paragraph A.4. RENT shall be deleted in its entirety and replaced by the following: A.4. RENT: SUBLESSEE shall pay to COUNTY as rent for the use of the Premises a monthly rental as follows, payable in advance of the first day of each month during the term of this Sublease. TIME PERIOD MONTHLY RENTAL August 1, 2001 through June 30, 2002 $ 35,400.00 July 1, 2042 through Tune 30, 2003 29,500.00 July 1, 2003 through August 31, 2003 32,000.00 September 1, 2003 through June 30, 2004 26,000.00 Judy 1, 2044 through June 30, 2006 28,000.00 Notwithstanding the foregoing,if in the initial month, SUBLESSEE takes possession of the Premises after the first of the month,rent shall be prorated for the initial month of August 2001 only. Payment shall be mailed to: Contra Costa County General Services Department 1220 Morello Avenue, Suite 200 Martinez, CA 94553-4711 or to any other location as may be designated by COUNTY. If any rental fee is not paid to COUNTY within ten (10) business days after the due date, a late fee (the "Late Fee") of FIVE HUNDRED AND NO/100 DOLLARS ($500.00) shall be added to the payment and the total sum shall be immediately due and payable to COUNTY,plus interest on any unpaid balance, at a rate of one and one-half percent(1.S%)per month,to be prorated if necessary, from the date the unpaid balance was due and payable until paid in M. If any rental is not paid due to circumstances beyond the control of SUBLESSEE as defined in Paragraph B.7.a. of this Sublease, COUNTY, at its sole discretion, may waive the payment of the Late Fee. C. Paragraph A.S. EXTENSIONS shall be deleted in its entirety and replaced with the following: A.S. EXTENSION: If the SUBLESSEE is not in default of any provision of this Sublease, SUBLESSEE may, at is option, extend this Sublease upon the same terms and conditions, except the rental, for a three(3)year term,commencing July 1,2006 and ending June 30, 2009 at a rental of THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00) per month. 1t is understood and agreed that SUBLESSEE shall give COUNTY ninety(90)days prior written notice of its intention to exercise any option to extend this Lease. Under no circumstances shall this Sublease be extended beyond.June 30, 2009 since CCCPFRA, the LESSOR as of August 14, 2003, issued tax exempt securities for the financing of the Facility Lease, as amended. 4. EFFECT: Except for the Amendment agreed to herein, the Sublease of June 19, 2001 remains in full force and effect. IN WITNESS WHEREOF, the parties have executed the Amendment to Sublease as of the day and year first written hereinabove. COUNTY LESSOR COUNTY OF CONTRA COSTA, a SENECA CENTER, a California Political subdivision of the State of Private Non-Profit Corporation California By- By Director of General Services Maine & Title By _ By Director of Capital Facilities & Name & Title Debt Management By Lease Manager By— Health Services Department Representative APPROVED AS TO FORM: SILVANO B. MARCHESI, County Coutnsel By__ Deputy